UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05088

THE AB PORTFOLIOS

(Exact name of registrant as specified in charter)

66 Hudson Boulevard East

New York, New York 10005

(Address of principal executive offices) (Zip code)

Stephen M. Woetzel

AllianceBernstein L.P.

66 Hudson Boulevard East

New York, New York 10005

(Name and address of agent for service)

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

Date of fiscal year end: August 31, 2025

Date of reporting period: February 28, 2025

ITEM 1. REPORTS TO STOCKHOLDERS.

Advisor Class: ABWYX

February 28, 2025

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Fund Information

AB All Market Total Return Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB All Market Total Return Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABWYX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Advisor Class	$41	0.82%

Fund Performance

The following graph shows the performance of hypothetical $10,000 investments in the Fund, a broad-based securities market index and an additional index that corresponds to the Fund's investment strategies, over the most recently completed 10 fiscal years of the Fund, or since inception, if shorter. The Fund's performance reflects applicable sales charges and assumes the reinvestment of dividends.

	Advisor Class	MSCI ACWI Index (net)	Bloomberg Global Aggregate Bond Index (USD hedged)
02/15	$10,000	$10,000	$10,000
08/15	$9,537	$9,282	$9,907
08/16	$10,042	$9,954	$10,619
08/17	$11,044	$11,658	$10,649
08/18	$11,267	$12,988	$10,728
08/19	$11,963	$12,952	$11,880
08/20	$12,164	$15,092	$12,269
08/21	$14,770	$19,415	$12,361
08/22	$12,317	$16,331	$11,126
08/23	$12,626	$18,609	$11,187
08/24	$14,551	$22,971	$12,024
02/25	$14,841	$23,908	$12,241

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Advisor Class	1.99%	10.32%	4.50%	4.03%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%
Bloomberg Global Aggregate Bond Index (USD hedged)	1.80%	5.98%	0.19%	2.04%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABWYX-S for the most recent performance information.

Advisor Class: ABWYX

Key Fund Statistics

Net Assets	$421,256,745
# of Portfolio Holdings	645
Portfolio Turnover Rate	95%
Total Advisory Fees Paid	$1,088,443

Graphical Representation of Holdings

Country Breakdown

Value	Value
United States	44.3%
Multinational	16.9%
Japan	5.7%
United Kingdom	4.7%
Canada	3.5%
France	2.5%
Germany	1.6%
Spain	1.4%
Italy	1.4%
Denmark	0.7%
Netherlands	0.7%
Brazil	0.7%
Australia	0.7%
Switzerland	0.6%
Others	5.2%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Security Type Breakdown


Common Stocks	34.8%
Investment Companies	19.0%
Governments - Treasuries	16.1%
Corporates - Investment Grade	7.9%
Mortgage Pass-Throughs	4.7%
Collateralized Loan Obligations	1.2%
Covered Bonds	1.1%
Asset-Backed Securities	0.8%
Other	5.0%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Advisor Class: ABWYX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABWYX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABWYX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Advisor Class: ABWYX

AMTR-ADV-0154-0225

Class A: ABWAX

February 28, 2025

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Fund Information

AB All Market Total Return Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB All Market Total Return Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABWAX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$54	1.07%

Fund Performance

	Class A (with sales charges)	MSCI ACWI Index (net)	Bloomberg Global Aggregate Bond Index (USD hedged)
02/15	$9,574	$10,000	$10,000
08/15	$9,115	$9,282	$9,907
08/16	$9,582	$9,954	$10,619
08/17	$10,503	$11,658	$10,649
08/18	$10,692	$12,988	$10,728
08/19	$11,321	$12,952	$11,880
08/20	$11,484	$15,092	$12,269
08/21	$13,914	$19,415	$12,361
08/22	$11,570	$16,331	$11,126
08/23	$11,831	$18,609	$11,187
08/24	$13,601	$22,971	$12,024
02/25	$13,848	$23,908	$12,241

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class A (without sales charges)	1.82%	10.04%	4.24%	3.76%
Class A (with sales charges)	-2.51%	5.35%	3.34%	3.31%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%
Bloomberg Global Aggregate Bond Index (USD hedged)	1.80%	5.98%	0.19%	2.04%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABWAX-S for the most recent performance information.

Class A: ABWAX

Key Fund Statistics

Net Assets	$421,256,745
# of Portfolio Holdings	645
Portfolio Turnover Rate	95%
Total Advisory Fees Paid	$1,088,443

Graphical Representation of Holdings

Country Breakdown

Value	Value
United States	44.3%
Multinational	16.9%
Japan	5.7%
United Kingdom	4.7%
Canada	3.5%
France	2.5%
Germany	1.6%
Spain	1.4%
Italy	1.4%
Denmark	0.7%
Netherlands	0.7%
Brazil	0.7%
Australia	0.7%
Switzerland	0.6%
Others	5.2%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Security Type Breakdown


Common Stocks	34.8%
Investment Companies	19.0%
Governments - Treasuries	16.1%
Corporates - Investment Grade	7.9%
Mortgage Pass-Throughs	4.7%
Collateralized Loan Obligations	1.2%
Covered Bonds	1.1%
Asset-Backed Securities	0.8%
Other	5.0%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Class A: ABWAX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABWAX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABWAX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class A: ABWAX

AMTR-A-0154-0225

Class C: ABWCX

February 28, 2025

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Fund Information

AB All Market Total Return Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB All Market Total Return Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABWCX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$91	1.82%

Fund Performance

	Class C (with sales charges)	MSCI ACWI Index (net)	Bloomberg Global Aggregate Bond Index (USD hedged)
02/15	$10,000	$10,000	$10,000
08/15	$9,487	$9,282	$9,907
08/16	$9,896	$9,954	$10,619
08/17	$10,771	$11,658	$10,649
08/18	$10,880	$12,988	$10,728
08/19	$11,429	$12,952	$11,880
08/20	$11,506	$15,092	$12,269
08/21	$13,845	$19,415	$12,361
08/22	$11,422	$16,331	$11,126
08/23	$11,586	$18,609	$11,187
08/24	$13,225	$22,971	$12,024
02/25	$13,417	$23,908	$12,241

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class C (without sales charges)	1.45%	9.18%	3.45%	2.98%
Class C (with sales charges)	0.46%	8.18%	3.45%	2.98%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%
Bloomberg Global Aggregate Bond Index (USD hedged)	1.80%	5.98%	0.19%	2.04%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABWCX-S for the most recent performance information.

Class C: ABWCX

Key Fund Statistics

Net Assets	$421,256,745
# of Portfolio Holdings	645
Portfolio Turnover Rate	95%
Total Advisory Fees Paid	$1,088,443

Graphical Representation of Holdings

Country Breakdown

Value	Value
United States	44.3%
Multinational	16.9%
Japan	5.7%
United Kingdom	4.7%
Canada	3.5%
France	2.5%
Germany	1.6%
Spain	1.4%
Italy	1.4%
Denmark	0.7%
Netherlands	0.7%
Brazil	0.7%
Australia	0.7%
Switzerland	0.6%
Others	5.2%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Security Type Breakdown


Common Stocks	34.8%
Investment Companies	19.0%
Governments - Treasuries	16.1%
Corporates - Investment Grade	7.9%
Mortgage Pass-Throughs	4.7%
Collateralized Loan Obligations	1.2%
Covered Bonds	1.1%
Asset-Backed Securities	0.8%
Other	5.0%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Class C: ABWCX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABWCX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABWCX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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Fund Information

Class C: ABWCX

AMTR-C-0154-0225

Class I: ABWIX

February 28, 2025

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Fund Information

AB All Market Total Return Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB All Market Total Return Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABWIX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$41	0.82%

Fund Performance

	Class I	MSCI ACWI Index (net)	Bloomberg Global Aggregate Bond Index (USD hedged)
02/15	$10,000	$10,000	$10,000
08/15	$9,535	$9,282	$9,907
08/16	$10,039	$9,954	$10,619
08/17	$11,035	$11,658	$10,649
08/18	$11,252	$12,988	$10,728
08/19	$11,947	$12,952	$11,880
08/20	$12,144	$15,092	$12,269
08/21	$14,748	$19,415	$12,361
08/22	$12,293	$16,331	$11,126
08/23	$12,262	$18,609	$11,187
08/24	$14,629	$22,971	$12,024
02/25	$14,913	$23,908	$12,241

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class I	1.94%	10.32%	4.64%	4.08%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%
Bloomberg Global Aggregate Bond Index (USD hedged)	1.80%	5.98%	0.19%	2.04%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABWIX-S for the most recent performance information.

Class I: ABWIX

Key Fund Statistics

Net Assets	$421,256,745
# of Portfolio Holdings	645
Portfolio Turnover Rate	95%
Total Advisory Fees Paid	$1,088,443

Graphical Representation of Holdings

Country Breakdown

Value	Value
United States	44.3%
Multinational	16.9%
Japan	5.7%
United Kingdom	4.7%
Canada	3.5%
France	2.5%
Germany	1.6%
Spain	1.4%
Italy	1.4%
Denmark	0.7%
Netherlands	0.7%
Brazil	0.7%
Australia	0.7%
Switzerland	0.6%
Others	5.2%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Security Type Breakdown


Common Stocks	34.8%
Investment Companies	19.0%
Governments - Treasuries	16.1%
Corporates - Investment Grade	7.9%
Mortgage Pass-Throughs	4.7%
Collateralized Loan Obligations	1.2%
Covered Bonds	1.1%
Asset-Backed Securities	0.8%
Other	5.0%
Short-Term Investments	11.4%
Other assets less liabilities	-2.0%

Class I: ABWIX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABWIX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABWIX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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Fund Information

Class I: ABWIX

AMTR-I-0154-0225

Advisor Class: ABPYX

February 28, 2025

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Fund Information

AB Sustainable Thematic Balanced Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Sustainable Thematic Balanced Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABPYX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Advisor Class	$36	0.74%

Fund Performance

	Advisor Class	S&P 500 Index	60% S&P 500 Index / 40% Bloomberg US Government/Credit Index
02/15	$10,000	$10,000	$10,000
08/15	$9,730	$9,468	$9,639
08/16	$10,130	$10,657	$10,645
08/17	$10,753	$12,387	$11,676
08/18	$11,010	$14,822	$12,955
08/19	$11,540	$15,255	$13,824
08/20	$11,773	$18,601	$16,108
08/21	$13,635	$24,399	$18,993
08/22	$11,209	$21,659	$16,833
08/23	$12,086	$25,113	$18,379
08/24	$13,815	$31,927	$21,853
02/25	$13,239	$33,877	$22,734

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Advisor Class	-4.17%	2.87%	2.74%	2.85%
S&P 500 Index	6.11%	18.41%	16.85%	12.98%
60% S&P 500 Index / 40% Bloomberg US Government/Credit Index	4.03%	13.17%	9.85%	8.56%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABPYX-S for the most recent performance information.

Advisor Class: ABPYX

Key Fund Statistics

Net Assets	$89,706,956
# of Portfolio Holdings	79
Portfolio Turnover Rate	25%
Total Advisory Fees Paid	$131,088

Graphical Representation of Holdings

Security Type Breakdown


Common Stocks	64.4%
Governments - Treasuries	30.6%
Agencies	2.4%
Short-Term Investments	2.6%

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABPYX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

Advisor Class: ABPYX

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABPYX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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Fund Information

Advisor Class: ABPYX

STB-ADV-0154-0225

Class A: ABPAX

February 28, 2025

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Fund Information

AB Sustainable Thematic Balanced Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Sustainable Thematic Balanced Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABPAX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$48	0.99%

Fund Performance

	Class A (with sales charges)	S&P 500 Index	60% S&P 500 Index / 40% Bloomberg US Government/Credit Index
02/15	$9,573	$10,000	$10,000
08/15	$9,298	$9,468	$9,639
08/16	$9,657	$10,657	$10,645
08/17	$10,229	$12,387	$11,676
08/18	$10,448	$14,822	$12,955
08/19	$10,915	$15,255	$13,824
08/20	$11,108	$18,601	$16,108
08/21	$12,834	$24,399	$18,993
08/22	$10,519	$21,659	$16,833
08/23	$11,318	$25,113	$18,379
08/24	$12,909	$31,927	$21,853
02/25	$12,343	$33,877	$22,734

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class A (without sales charges)	-4.39%	2.54%	2.46%	2.57%
Class A (with sales charges)	-8.49%	-1.84%	1.58%	2.13%
S&P 500 Index	6.11%	18.41%	16.85%	12.98%
60% S&P 500 Index / 40% Bloomberg US Government/Credit Index	4.03%	13.17%	9.85%	8.56%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABPAX-S for the most recent performance information.

Class A: ABPAX

Key Fund Statistics

Net Assets	$89,706,956
# of Portfolio Holdings	79
Portfolio Turnover Rate	25%
Total Advisory Fees Paid	$131,088

Graphical Representation of Holdings

Security Type Breakdown


Common Stocks	64.4%
Governments - Treasuries	30.6%
Agencies	2.4%
Short-Term Investments	2.6%

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABPAX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

Class A: ABPAX

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABPAX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class A: ABPAX

STB-A-0154-0225

Class C: ABPCX

February 28, 2025

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Fund Information

AB Sustainable Thematic Balanced Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Sustainable Thematic Balanced Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABPCX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$84	1.74%

Fund Performance

	Class C (with sales charges)	S&P 500 Index	60% S&P 500 Index / 40% Bloomberg US Government/Credit Index
02/15	$10,000	$10,000	$10,000
08/15	$9,677	$9,468	$9,639
08/16	$9,976	$10,657	$10,645
08/17	$10,487	$12,387	$11,676
08/18	$10,630	$14,822	$12,955
08/19	$11,026	$15,255	$13,824
08/20	$11,134	$18,601	$16,108
08/21	$12,764	$24,399	$18,993
08/22	$10,373	$21,659	$16,833
08/23	$11,084	$25,113	$18,379
08/24	$12,534	$31,927	$21,853
02/25	$11,948	$33,877	$22,734

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class C (without sales charges)	-4.68%	1.78%	1.69%	1.80%
Class C (with sales charges)	-5.63%	0.78%	1.69%	1.80%
S&P 500 Index	6.11%	18.41%	16.85%	12.98%
60% S&P 500 Index / 40% Bloomberg US Government/Credit Index	4.03%	13.17%	9.85%	8.56%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABPCX-S for the most recent performance information.

Class C: ABPCX

Key Fund Statistics

Net Assets	$89,706,956
# of Portfolio Holdings	79
Portfolio Turnover Rate	25%
Total Advisory Fees Paid	$131,088

Graphical Representation of Holdings

Security Type Breakdown


Common Stocks	64.4%
Governments - Treasuries	30.6%
Agencies	2.4%
Short-Term Investments	2.6%

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABPCX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

Class C: ABPCX

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABPCX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class C: ABPCX

STB-C-0154-0225

Class I: APWIX

February 28, 2025

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Fund Information

AB Sustainable Thematic Balanced Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Sustainable Thematic Balanced Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/APWIX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class I	$36	0.74%

Fund Performance

	Class I	S&P 500 Index	60% S&P 500 Index / 40% Bloomberg US Government/Credit Index
02/15	$10,000	$10,000	$10,000
08/15	$9,729	$9,468	$9,639
08/16	$10,129	$10,657	$10,645
08/17	$10,746	$12,387	$11,676
08/18	$10,998	$14,822	$12,955
08/19	$11,517	$15,255	$13,824
08/20	$11,749	$18,601	$16,108
08/21	$13,607	$24,399	$18,993
08/22	$11,181	$21,659	$16,833
08/23	$12,067	$25,113	$18,379
08/24	$13,800	$31,927	$21,853
02/25	$13,220	$33,877	$22,734

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class I	-4.20%	2.83%	2.75%	2.83%
S&P 500 Index	6.11%	18.41%	16.85%	12.98%
60% S&P 500 Index / 40% Bloomberg US Government/Credit Index	4.03%	13.17%	9.85%	8.56%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/APWIX-S for the most recent performance information.

Class I: APWIX

Key Fund Statistics

Net Assets	$89,706,956
# of Portfolio Holdings	79
Portfolio Turnover Rate	25%
Total Advisory Fees Paid	$131,088

Graphical Representation of Holdings

Security Type Breakdown


Common Stocks	64.4%
Governments - Treasuries	30.6%
Agencies	2.4%
Short-Term Investments	2.6%

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/APWIX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

Class I: APWIX

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/APWIX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class I: APWIX

STB-I-0154-0225

Class Z: ABPZX

February 28, 2025

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Fund Information

AB Sustainable Thematic Balanced Portfolio

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Sustainable Thematic Balanced Portfolio (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ABPZX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class Z	$36	0.75%

Fund Performance

	Class Z	S&P 500 Index	60% S&P 500 Index / 40% Bloomberg US Government/Credit Index
12/21	$10,000	$10,000	$10,000
08/22	$8,373	$8,629	$8,733
08/23	$9,025	$10,005	$9,535
08/24	$10,323	$12,720	$11,337
02/25	$9,881	$13,496	$11,795

Average Annual Total Returns

AATR	6 Months	1 Year	Since Inception 12/15/2021
Class Z	-4.28%	2.80%	-0.37%
S&P 500 Index	6.11%	18.41%	9.79%
60% S&P 500 Index / 40% Bloomberg US Government/Credit Index	4.03%	13.17%	5.28%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ABPZX-S for the most recent performance information.

Class Z: ABPZX

Key Fund Statistics

Net Assets	$89,706,956
# of Portfolio Holdings	79
Portfolio Turnover Rate	25%
Total Advisory Fees Paid	$131,088

Graphical Representation of Holdings

Security Type Breakdown


Common Stocks	64.4%
Governments - Treasuries	30.6%
Agencies	2.4%
Short-Term Investments	2.6%

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ABPZX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

Class Z: ABPZX

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ABPZX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class Z: ABPZX

STB-Z-0154-0225

Advisor Class: ATWYX

February 28, 2025

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Fund Information

AB Tax-Managed Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ATWYX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Advisor Class	$21	0.42%

Fund Performance

The following graph shows the performance of hypothetical $10,000 investments in the Fund and a broad-based securities market index over the most recently completed 10 fiscal years of the Fund, or since inception, if shorter. The Fund's performance reflects sales charges and assumes the reinvestment of dividends.

	Advisor Class	MSCI ACWI Index (net)
02/15	$10,000	$10,000
08/15	$9,399	$9,282
08/16	$9,916	$9,954
08/17	$11,430	$11,658
08/18	$12,849	$12,988
08/19	$12,664	$12,952
08/20	$14,283	$15,092
08/21	$18,589	$19,415
08/22	$15,638	$16,331
08/23	$17,560	$18,609
08/24	$22,008	$22,971
02/25	$22,728	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Advisor Class	3.27%	13.55%	12.35%	8.56%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ATWYX-S for the most recent performance information.

Advisor Class: ATWYX

Key Fund Statistics

Net Assets	$864,012,197
# of Portfolio Holdings	102
Portfolio Turnover Rate	14%
Total Advisory Fees Paid	$1,549,955

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.4%
Financials	10.1%
Health Care	8.1%
Communication Services	7.8%
Consumer Discretionary	5.7%
Industrials	5.0%
Consumer Staples	3.9%
Energy	2.0%
Materials	1.8%
Real Estate	1.1%
Utilities	0.9%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Security Type Breakdown


Common Stocks	63.8%
Investment Companies	35.8%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Advisor Class: ATWYX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ATWYX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ATWYX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Advisor Class: ATWYX

TWA-ADV-0154-0225

Class A: ATWAX

February 28, 2025

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Fund Information

AB Tax-Managed Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ATWAX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$34	0.67%

Fund Performance

	Class A (with sales charges)	MSCI ACWI Index (net)
02/15	$9,574	$10,000
08/15	$8,991	$9,282
08/16	$9,461	$9,954
08/17	$10,878	$11,658
08/18	$12,198	$12,988
08/19	$11,995	$12,952
08/20	$13,487	$15,092
08/21	$17,510	$19,415
08/22	$14,695	$16,331
08/23	$16,457	$18,609
08/24	$20,573	$22,971
02/25	$21,228	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class A (without sales charges)	3.18%	13.30%	12.08%	8.29%
Class A (with sales charges)	-1.19%	8.46%	11.12%	7.82%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ATWAX-S for the most recent performance information.

Class A: ATWAX

Key Fund Statistics

Net Assets	$864,012,197
# of Portfolio Holdings	102
Portfolio Turnover Rate	14%
Total Advisory Fees Paid	$1,549,955

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.4%
Financials	10.1%
Health Care	8.1%
Communication Services	7.8%
Consumer Discretionary	5.7%
Industrials	5.0%
Consumer Staples	3.9%
Energy	2.0%
Materials	1.8%
Real Estate	1.1%
Utilities	0.9%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Security Type Breakdown


Common Stocks	63.8%
Investment Companies	35.8%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Class A: ATWAX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ATWAX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ATWAX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class A: ATWAX

TWA-A-0154-0225

Class C: ATWCX

February 28, 2025

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Fund Information

AB Tax-Managed Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/ATWCX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$71	1.42%

Fund Performance

	Class C (with sales charges)	MSCI ACWI Index (net)
02/15	$10,000	$10,000
08/15	$9,358	$9,282
08/16	$9,773	$9,954
08/17	$11,150	$11,658
08/18	$12,411	$12,988
08/19	$12,111	$12,952
08/20	$13,519	$15,092
08/21	$17,419	$19,415
08/22	$14,504	$16,331
08/23	$16,117	$18,609
08/24	$20,001	$22,971
02/25	$20,552	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class C (without sales charges)	2.75%	12.40%	11.22%	7.47%
Class C (with sales charges)	1.75%	11.40%	11.22%	7.47%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/ATWCX-S for the most recent performance information.

Class C: ATWCX

Key Fund Statistics

Net Assets	$864,012,197
# of Portfolio Holdings	102
Portfolio Turnover Rate	14%
Total Advisory Fees Paid	$1,549,955

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.4%
Financials	10.1%
Health Care	8.1%
Communication Services	7.8%
Consumer Discretionary	5.7%
Industrials	5.0%
Consumer Staples	3.9%
Energy	2.0%
Materials	1.8%
Real Estate	1.1%
Utilities	0.9%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Security Type Breakdown


Common Stocks	63.8%
Investment Companies	35.8%
Short-Term Investments	0.6%
Other assets less liabilities	-0.2%

Class C: ATWCX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/ATWCX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/ATWCX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Class C: ATWCX

TWA-C-0154-0225

Advisor Class: AWAYX

February 28, 2025

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Fund Information

AB Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/AWAYX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Advisor Class	$22	0.43%

Fund Performance

	Advisor Class	MSCI ACWI Index (net)
02/15	$10,000	$10,000
08/15	$9,402	$9,282
08/16	$9,855	$9,954
08/17	$11,300	$11,658
08/18	$12,706	$12,988
08/19	$12,517	$12,952
08/20	$14,154	$15,092
08/21	$18,503	$19,415
08/22	$15,567	$16,331
08/23	$17,513	$18,609
08/24	$22,021	$22,971
02/25	$22,835	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Advisor Class	3.70%	14.16%	12.72%	8.61%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/AWAYX-S for the most recent performance information.

Advisor Class: AWAYX

Key Fund Statistics

Net Assets	$1,243,853,751
# of Portfolio Holdings	76
Portfolio Turnover Rate	16%
Total Advisory Fees Paid	$2,231,361

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.3%
Financials	10.0%
Communication Services	8.0%
Health Care	7.9%
Consumer Discretionary	5.4%
Industrials	5.3%
Consumer Staples	3.5%
Energy	1.8%
Materials	1.8%
Real Estate	1.2%
Utilities	1.1%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Security Type Breakdown


Common Stocks	63.3%
Investment Companies	35.8%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Advisor Class: AWAYX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/AWAYX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/AWAYX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

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Fund Information

Advisor Class: AWAYX

WA-ADV-0154-0225

Class A: AWAAX

February 28, 2025

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Fund Information

AB Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/AWAAX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class A	$34	0.68%

Fund Performance

	Class A (with sales charges)	MSCI ACWI Index (net)
02/15	$9,576	$10,000
08/15	$8,993	$9,282
08/16	$9,400	$9,954
08/17	$10,748	$11,658
08/18	$12,060	$12,988
08/19	$11,846	$12,952
08/20	$13,367	$15,092
08/21	$17,432	$19,415
08/22	$14,626	$16,331
08/23	$16,412	$18,609
08/24	$20,592	$22,971
02/25	$21,316	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class A (without sales charges)	3.52%	13.81%	12.44%	8.33%
Class A (with sales charges)	-0.87%	8.99%	11.46%	7.86%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/AWAAX-S for the most recent performance information.

Class A: AWAAX

Key Fund Statistics

Net Assets	$1,243,853,751
# of Portfolio Holdings	76
Portfolio Turnover Rate	16%
Total Advisory Fees Paid	$2,231,361

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.3%
Financials	10.0%
Communication Services	8.0%
Health Care	7.9%
Consumer Discretionary	5.4%
Industrials	5.3%
Consumer Staples	3.5%
Energy	1.8%
Materials	1.8%
Real Estate	1.2%
Utilities	1.1%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Security Type Breakdown


Common Stocks	63.3%
Investment Companies	35.8%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Class A: AWAAX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/AWAAX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/AWAAX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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Fund Information

Class A: AWAAX

WA-A-0154-0225

Class C: AWACX

February 28, 2025

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Fund Information

AB Wealth Appreciation Strategy

Semi-Annual Shareholder Report

This semi-annual shareholder report contains important information about the AB Wealth Appreciation Strategy (the “Fund”) for the period of September 1, 2024 to February 28, 2025. You can find additional information about the Fund at https://www.abfunds.com/link/AB/AWACX-S. You can also request this information by contacting us at (800) 227 4618.

What were the Fund costs for the last six months?

(Based on a hypothetical $10,000 investment)

Class Name	Cost of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Class C	$73	1.44%

Fund Performance

	Class C (with sales charges)	MSCI ACWI Index (net)
02/15	$10,000	$10,000
08/15	$9,355	$9,282
08/16	$9,711	$9,954
08/17	$11,018	$11,658
08/18	$12,264	$12,988
08/19	$11,962	$12,952
08/20	$13,395	$15,092
08/21	$17,332	$19,415
08/22	$14,438	$16,331
08/23	$16,077	$18,609
08/24	$20,013	$22,971
02/25	$20,642	$23,908

Average Annual Total Returns

AATR	6 Months	1 Year	5 Years	10 Years
Class C (without sales charges)	3.15%	12.97%	11.58%	7.52%
Class C (with sales charges)	2.16%	11.97%	11.58%	7.52%
MSCI ACWI Index (net)	4.08%	15.06%	12.79%	9.11%

The Fund’s past performance is not a good predictor of the Fund’s future performance.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption or sale of Fund shares.

Visit https://www.abfunds.com/link/AB/AWACX-S for the most recent performance information.

Class C: AWACX

Key Fund Statistics

Net Assets	$1,243,853,751
# of Portfolio Holdings	76
Portfolio Turnover Rate	16%
Total Advisory Fees Paid	$2,231,361

Graphical Representation of Holdings

Sector Breakdown

Value	Value
Investment Companies	35.8%
Information Technology	17.3%
Financials	10.0%
Communication Services	8.0%
Health Care	7.9%
Consumer Discretionary	5.4%
Industrials	5.3%
Consumer Staples	3.5%
Energy	1.8%
Materials	1.8%
Real Estate	1.2%
Utilities	1.1%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Security Type Breakdown


Common Stocks	63.3%
Investment Companies	35.8%
Short-Term Investments	1.2%
Other assets less liabilities	-0.3%

Class C: AWACX

Availability of Additional Information

You can find additional information on the Fund’s website at https://www.abfunds.com/link/AB/AWACX-S, including the Fund's:

• Prospectus

• Financial information

• Fund holdings

• Proxy voting information

You can also request this information by contacting us at (800) 227 4618.

Householding

Shareholders who have consented to receive a single annual or semi-annual shareholder report at a shared address may revoke this consent by contacting us at (800) 227 4618.

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

Information regarding the Fund’s Board of Directors’/Trustees’ review of the advisory agreement is available on the Fund’s website https://www.abfunds.com/link/AB/AWACX-S. You can request this information, free of charge, by contacting us at (800) 227 4618 or by scanning the QR code below.

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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Fund Information

Class C: AWACX

WA-C-0154-0225

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

The AB Portfolios (the “Company”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as a diversified, open-end management investment company. The Company, which is a Massachusetts Business Trust, operates as a series company currently comprised of five series. Each series is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB All Market Total Return Portfolio (the “Fund”). As part of the Fund’s investment strategy, the Fund seeks to gain exposure to commodities and commodities-related instruments and derivatives primarily through investments in AB All Market Total Return Portfolio (Cayman), Ltd., a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the “Subsidiary”). The Fund is the sole shareholder of the Subsidiary and it is intended that the Fund will remain the sole shareholder and will continue to control the Subsidiary. Under the Articles of Association of the Subsidiary, shares issued by the Subsidiary confer upon a shareholder the right to receive notice of, to attend and to vote at general meetings of the Subsidiary and shall confer upon the shareholder rights in a winding-up or repayment of capital and the right to participate in the profits or assets of the Subsidiary. As of February 28, 2025, net assets of the Fund were $421,256,745, of which $11,217,976, or approximately 3%, represented the Fund’s ownership of all issued shares and voting rights of the Subsidiary. This report presents the consolidated financial statements of the Fund and the Subsidiary. All intercompany transactions and balances have been eliminated in consolidation. The Fund offers Class A, Class C, Advisor Class and Class I shares. Class R, Class K, Class T and Class Z shares have been authorized but currently are not offered. Effective May 20, 2024, Class R and Class K were liquidated. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares automatically convert to Class A shares eight years after the end of the calendar month of purchase. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eight classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the consolidated financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those

estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Company’s Board of Trustees (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

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

obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange-traded funds are valued at the closing market price per share.

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

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

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

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived

credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2025:

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

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

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

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

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. Investment transactions are accounted for on the date the securities

are purchased or sold. The Fund accounts for distributions received from real estate investment trust (“REIT”) investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

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

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

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

The Fund represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President is the CODM. The CODM monitors the operating results of the Fund as a whole and the pre-determined Fund’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. Effective June 1, 2024, the Adviser has voluntarily agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.07%, 1.82%, .82% and .82% of the daily average net assets for the Class A, Class C, Advisor Class and Class I, respectively. For the six months ended February 28, 2025, such reimbursements/waivers amounted to $82,610.

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

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $46,644 for the six months ended February 28, 2025.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,378 from the sale of Class A shares and received $784 and $47 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2025.

The Fund may invest in AB Government Money Market Portfolio which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser had contractually agreed to waive .10% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 28, 2025, such waiver amounted to $16,209.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2025 is as follows:

During the six months ended February 28, 2025 and the year ended August 31, 2024, the Adviser reimbursed the Fund $11,605 and $29,592, respectively, for trading losses incurred due to a trade entry error.

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

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2025 were as follows:

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

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

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

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

At the time the Fund enters into futures, the Fund deposits with the broker or segregates at its custodian cash or securities as collateral to satisfy initial margin requirements set by the exchange on which the transaction is effected. Pursuant to the contract, with respect to cash collateral, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract; in the case of securities collateral, the Fund agrees to adjust the securities position held in the

segregated account accordingly. Such receipts, payments or adjustments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended February 28, 2025, the Fund held futures for hedging and non-hedging purposes.

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

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

During the six months ended February 28, 2025, the Fund held forward currency exchange contracts for hedging and non-hedging purposes.

The Fund may enter into swaps for investment purposes or to hedge its exposure to interest rates, credit risk, equity markets or currencies. The

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

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

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

basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits with the broker or segregates at its custodian cash or securities as collateral to satisfy initial margin requirements set by the clearinghouse on which the transaction is effected. Pursuant to the contract, with respect to cash collateral, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract; in the case of securities collateral, the Fund agrees to adjust the securities position held in the segregated account accordingly. Such receipts, payments or adjustments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

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

During the six months ended February 28, 2025, the Fund held interest rate swaps for hedging and non-hedging purposes.

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

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

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

During the six months ended February 28, 2025, the Fund held credit default swaps for hedging and non-hedging purposes.

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

During the six months ended February 28, 2025, the Fund held total return swaps for hedging and non-hedging purposes.

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

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

During the six months ended February 28, 2025, the Fund had entered into the following derivatives:

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended February 28, 2025:

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of February 28, 2025. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

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

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. If the Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the consolidated statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the consolidated statement of operations. When the Fund earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities.

The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2025 is as follows:

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

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

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

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

Interest Rate Risk—Changes in interest rates will affect the value of the Fund’s investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the recent end of a period of historically low rates and the effects of potential central bank monetary policy, and government fiscal policy, initiatives and market reactions to those initiatives.

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

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

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

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

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

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

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, reference rate or index, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

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

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

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

Fund or interpretations thereof could limit the Fund’s ability to gain exposure to commodities investments through investments in the Subsidiary.

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

Active Trading Risk—The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate may greatly exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

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

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the consolidated statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2025.

The tax character of distributions to be paid for the year ending August 31, 2025 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended August 31, 2024 and August 31, 2023 were as follows:

As of August 31, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of August 31, 2024, the Fund had a net short-term capital loss carryforward of $17,555,463, which may be carried forward for an indefinite period.

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

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

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB All Market Total Return Portfolio (the “Fund”) at a meeting held in-person on November 5-7, 2024 (the “Meeting”).

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

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

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

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2022 and 2023 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2024 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review and their discussion with the Adviser of the reasons for the Fund’s underperformance in the periods reviewed, the directors concluded that the Fund’s investment performance was acceptable. The directors determined to continue to monitor the Fund’s performance closely.

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

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

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or

class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Advisor Class shares of the Fund in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The Advisor Class expense ratio of the Fund was based on the Fund’s latest fiscal year and reflected the impact of the Adviser’s expense cap for the Fund. The information provided included a pro forma expense ratio to reflect changes to the Fund’s expenses effective June 1, 2024. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s pro forma expense ratio was lower than the median of a peer group and above the median of a peer universe. Based on their review, the directors concluded that the Fund’s pro forma expense ratio was acceptable.

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

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

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

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

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

the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2025:

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned. The Fund files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Fund may record a reclaim receivable based on, among other things, a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention.

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

in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .50% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

The Adviser has contractually agreed to waive its management fees and/or bear certain expenses of the Fund until December 31, 2025 to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense and extraordinary expenses), on an annualized basis, from exceeding 1.00%, 1.75%, .75%, .75%, and .75% of average daily net assets, for Class A, Class C, Advisor Class, Class I and Class Z shares, respectively. The Expense Caps may not be terminated by the Adviser before December 31, 2025. For the six months ended February 28, 2025, such reimbursements/waivers amounted to $106,683.

Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $11,840 for the six months ended February 28, 2025.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $280 from the sale of Class A shares and received $323 and $26 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2025.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2025 is as follows:

During the six months ended February 28, 2025, the Adviser reimbursed the Fund $574 for trading losses incurred due to a trade entry error.

servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. Payments under the Plan in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. The Fund is not obligated under the Plan to pay any distribution services fee in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Fund’s shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” plan.

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2025 were as follows:

The Fund did not engage in derivatives transactions for the six months ended February 28, 2025.

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

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2025 is as follows:

ESG Risk—Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and, therefore, the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities of companies with ESG practices may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria. Furthermore, ESG and “sustainability” criteria are not uniformly defined, and the Fund’s ESG and sustainability criteria may differ from those used by other funds. In addition, in evaluating an investment, the Adviser is dependent upon information and data that may be incomplete, inaccurate or unavailable, which could adversely affect the analysis of the ESG and sustainability factors relevant to a particular investment.

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.

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

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the recent end of a period of historically low rates and the effects of potential central bank monetary policy, and government fiscal policy, initiatives and market reactions to those initiatives.

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2025.

As of August 31, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:

capital loss carryforward of $3,909,229 and a net long-term capital loss carryforward of $7,950,706, which may be carried forward for an indefinite period.

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

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

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Sustainable Thematic Balanced Portfolio (formerly AB Conservative Wealth Strategy) (the “Fund”) at a meeting held by video conference on May 7-9, 2024 (the “Meeting”).

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

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2024 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors discussed with the Adviser the reasons for the Fund’s underperformance in the periods reviewed and determined to continue to monitor the Fund’s performance closely.

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

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also

reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

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

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

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

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2025:

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President is the CODM. The CODM monitors the operating results of the Fund as a whole and the pre-determined Fund’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

Under the terms of the investment advisory agreement (the “Advisory Agreement”), the Fund pays the Adviser an advisory fee at an annual rate of .65% of the first $2.5 billion, .55% of the next $2.5 billion and .50% in excess of $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended February 28, 2025, the reimbursement for such services amounted to $40,116.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $196 from the sale of Class A shares and received $-0- and $55 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2025.

advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 28, 2025, such waiver amounted to $3,123.

In connection with the Fund’s investments in other AB mutual funds, the Adviser has contractually agreed to waive fees and/or reimburse the expenses payable to the Adviser by the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of AB mutual funds, as paid by the Fund as an acquired fund fee and expense. These fee waivers and/or expense reimbursements will remain in effect until December 31, 2025. For the six months ended February 28, 2025, such waivers and/or reimbursements amounted to $1,271,670.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2025 is as follows:

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2025 were as follows:

The Fund did not engage in derivatives transactions for the six months ended February 28, 2025.

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

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

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

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies.

Investments in small- and mid-capitalization companies may have additional risks because these companies have limited product lines, markets, or financial resources.

Investment in Other Investment Companies Risk—As with other investments, investments in other investment companies are subject to market and selection risk. In addition, shareholders of the Fund bear both their proportionate share of expenses in the Fund (including management fees) and, indirectly, the expenses of the investment companies in which the Fund invests (to the extent these expenses are not waived or reimbursed by the Adviser).

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected. The Fund’s tax-management strategies may result in it forgoing performance in favor of tax benefits that may not materialize, or may result in pre-tax performance that is lower than that of funds that do not use tax-management strategies.

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2025.

As of August 31, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:

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

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Managed Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 7-9, 2024 (the “Meeting”).

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

performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2022 and 2023 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

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

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2024 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was lower than the median.

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

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

whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

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

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

The [A/B] logo and AllianceBernstein^® are registered trademarks used by permission of the owner, AllianceBernstein L.P.

Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of February 28, 2025:

taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,559 from the sale of Class A shares and received $1,556 and $206 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the six months ended February 28, 2025.

(resulting in a net advisory fee of .10%) until August 31, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended February 28, 2025, such waiver amounted to $4,117.

A summary of the Fund’s transactions in AB mutual funds for the six months ended February 28, 2025 is as follows:

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

Purchases and sales of investment securities (excluding short-term investments) for the six months ended February 28, 2025 were as follows:

The Fund did not engage in derivatives transactions for the six months ended February 28, 2025.

dividends. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in AB Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and AB Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from AB Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in AB Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the six months ended February 28, 2025 is as follows:

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

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

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short-term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the six months ended February 28, 2025.

As of August 31, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:

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

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

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

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees/Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2024, which covered the period January 1, 2023 through December 31, 2023 (the “Program Reporting Period”).

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

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

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

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

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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

The disinterested trustees (the “directors”) of The AB Portfolios (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Wealth Appreciation Strategy (the “Fund”) at a meeting held by video conference on May 7-9, 2024 (the “Meeting”).

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

to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant at the request of the directors. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2022 and 2023 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2024 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was lower than the median. They also noted that the Adviser’s total rate of compensation, taking into account the impact of the administrative expense reimbursement paid to the Adviser in the latest fiscal year, was lower than the median.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the

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

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

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



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



Company	Shares		U.S. $ Value

COMMON STOCKS – 34.8%
Information Technology – 8.0%
Communications Equipment – 0.4%
GCI Liberty, Inc.^(a)(b)(c)(d)		2,664	$	– 0	–
Juniper Networks, Inc.		35,217		1,274,855
Motorola Solutions, Inc.		857		377,269

				1,652,124

IT Services – 0.7%
Accenture PLC – Class A		1,526		531,811
Akamai Technologies, Inc.^(b)		3,273		264,065
Amdocs Ltd.		3,891		339,490
Converge Technology Solutions Corp.		69,933		262,959
Gartner, Inc.^(b)		688		342,844
GoDaddy, Inc. – Class A^(b)		1,640		294,380
Nomura Research Institute Ltd.		7,300		239,853
Twilio, Inc. – Class A^(b)		2,743		328,968
VeriSign, Inc.^(b)		1,385		329,464

				2,933,834

Semiconductors & Semiconductor Equipment – 1.9%
Analog Devices, Inc.		812		186,809
Applied Materials, Inc.		1,390		219,717
Broadcom, Inc.		6,279		1,252,221
NVIDIA Corp.		33,657		4,204,433
Qorvo, Inc.^(b)		1,974		143,490
QUALCOMM, Inc.		3,954		621,450
Taiwan Semiconductor Manufacturing Co., Ltd.		38,300		1,168,188

				7,796,308

Software – 3.7%
Adobe, Inc.^(b)		1,276		559,603
Altair Engineering, Inc. – Class A^(b)		6,128		683,885
ANSYS, Inc.^(b)		3,744		1,247,688
AppLovin Corp. – Class A^(b)		1,051		342,353
Aspen Technology, Inc.^(b)		1,298		344,294
Autodesk, Inc.^(b)		1,254		343,859
Constellation Software, Inc./Canada		177		610,122
DocuSign, Inc.^(b)		3,950		328,522
Dropbox, Inc. – Class A^(b)		10,092		262,190
Fortinet, Inc.^(b)		3,337		360,429
Intuit, Inc.^(b)		1,128		692,412
Logility Supply Chain Solutions, Inc.		8,288		117,109
Matterport, Inc.^(a)(b)(d)		138,199		754,135
Microsoft Corp.		14,039		5,573,343
Oracle Corp.		4,724		784,467
Roper Technologies, Inc.		1,162		679,189
Salesforce, Inc.		1,427		425,032


		Principal Amount (000)		U.S. $ Value


France – 0.8%
French Republic Government Bond OAT Series OAT 3.00%, 11/25/2034^(h)	EUR		2,126	$	2,190,255
3.50%, 11/25/2033^(h)			1,069		1,151,615

					3,341,870

Germany – 0.5%
Bundesobligation Series 189 2.10%, 04/12/2029^(h)			1,488		1,544,648
Bundesrepublik Deutschland Bundesanleihe 0.00%, 08/15/2050^(h)			101		54,066
3.25%, 07/04/2042^(h)			585		658,138

					2,256,852

Italy – 0.7%
Italy Buoni Poliennali Del Tesoro Series 10Y 4.20%, 03/01/2034^(h)			843		933,522
Series 13Y 4.05%, 10/30/2037^(h)			599		647,663
Series 7Y 3.45%, 07/15/2031^(h)			1,347		1,431,614

					3,012,799

Japan – 3.7%
Japan Government Five Year Bond Series 161 0.30%, 06/20/2028	JPY		682,400		4,448,123
Series 176 1.00%, 12/20/2029			781,700		5,191,930
Japan Government Forty Year Bond Series 16 1.30%, 03/20/2063			58,600		270,735
Series 4 2.20%, 03/20/2051			161,700		1,064,641
Japan Government Thirty Year Bond Series 82 1.80%, 03/20/2054			280,700		1,657,628
Japan Government Twenty Year Bond Series 183 1.40%, 12/20/2042			307,500		1,879,195
Japan Government Two Year Bond Series 469 0.70%, 02/01/2027			179,250		1,188,264

					15,700,516


		Principal Amount (000)		U.S. $ Value

Mexico – 0.1%
Mexican Bonos Series M 8.00%, 07/31/2053	MXN		5,116	$	201,432


Spain – 0.5%
Spain Government Bond 3.45%, 07/30/2043^(h)	EUR		963		982,755
3.50%, 01/31/2041^(h)			1,200		1,247,110

					2,229,865

United Kingdom – 1.6%
United Kingdom Gilt 1.50%, 07/31/2053^(h)	GBP		625		372,312
3.50%, 01/22/2045^(h)			1,025		1,048,581
4.125%, 07/22/2029^(h)			2,813		3,534,650
4.25%, 07/31/2034^(h)			209		259,035
4.375%, 01/31/2040^(h)			520		624,510
4.375%, 07/31/2054^(h)			573		644,955
4.75%, 10/22/2043^(h)			339		415,392

					6,899,435

United States – 6.2%
U.S. Treasury Bonds 1.125%, 08/15/2040	U.S.$		7,335		4,602,712
2.00%, 08/15/2051			1,553		934,712
U.S. Treasury Notes 0.625%, 05/15/2030			1,640		1,377,768
2.25%, 02/15/2027			694		671,216
2.75%, 05/31/2029			3,344		3,177,845
3.50%, 09/30/2029			1,967		1,924,363
3.50%, 01/31/2030			1,824		1,780,110
4.00%, 01/31/2029			1,748		1,746,335
4.25%, 02/28/2029			4,418		4,453,997
4.875%, 05/31/2026			5,311		5,360,791

					26,029,849

Total Governments – Treasuries (cost $68,043,924)					67,916,166


CORPORATES – INVESTMENT GRADE – 7.9%
Financial Institutions – 4.0%
Banking – 3.4%
ABN AMRO Bank NV Series E 5.125%, 02/22/2033^(h)	EUR		200		217,738
5.50%, 09/21/2033^(h)			200		221,242


		Principal Amount (000)		U.S. $ Value

AIB Group PLC Series E 2.25%, 04/04/2028^(h)	EUR		382	$	392,325
Banco Bilbao Vizcaya Argentaria SA 6.138%, 09/14/2028	U.S.$		200		205,852
7.883%, 11/15/2034			200		227,024
Banco Santander SA 4.175%, 03/24/2028			200		197,666
5.796%, 01/23/2029^(h)	AUD		320		203,990
Series E 5.75%, 08/23/2033^(h)	EUR		200		222,057
Bank of Ireland Group PLC Series E 4.625%, 11/13/2029^(h)			346		379,848
Banque Federative du Credit Mutuel SA 1.25%, 06/03/2030^(h)			200		188,061
3.875%, 06/16/2032^(h)			300		315,089
Barclays PLC 5.088%, 06/20/2030	U.S.$		202		199,867
5.785%, 02/25/2036			200		203,140
Series E 8.407%, 11/14/2032^(h)	GBP		141		190,028
BNP Paribas SA 2.159%, 09/15/2029^(h)	U.S.$		304		277,376
Series E 4.159%, 08/28/2034^(h)	EUR		200		211,457
BPCE SA 2.277%, 01/20/2032^(h)	U.S.$		329		278,048
3.116%, 10/19/2032^(h)			250		213,855
CaixaBank SA 6.208%, 01/18/2029^(h)			455		471,521
Citigroup, Inc. 4.542%, 09/19/2030			205		201,943
5.592%, 11/19/2034			337		338,466
Commerzbank AG Series E 4.625%, 01/17/2031^(h)	EUR		200		219,472
Cooperatieve Rabobank UA 3.649%, 04/06/2028^(h)	U.S.$		418		408,959
Danske Bank A/S 4.613%, 10/02/2030^(h)			206		203,330
Series E 4.75%, 06/21/2030^(h)	EUR		177		196,546
Deutsche Bank AG/New York NY 3.729%, 01/14/2032	U.S.$		231		207,445


		Principal Amount (000)		U.S. $ Value

HSBC Holdings PLC 5.13%, 03/03/2031	U.S.$		288	$	288,642
6.364%, 11/16/2032^(h)	EUR		223		249,137
ING Groep NV 4.125%, 08/24/2033^(h)			200		213,389
6.083%, 09/11/2027	U.S.$		200		204,188
Intesa Sanpaolo SpA 3.875%, 07/14/2027^(h)			416		405,750
JPMorgan Chase & Co. Series E 4.457%, 11/13/2031^(h)	EUR		470		522,059
KBC Group NV Series E 4.875%, 04/25/2033^(h)			300		325,032
Lloyds Banking Group PLC 5.802%, 03/17/2029	AUD		100		63,646
Series E 4.75%, 09/21/2031^(h)	EUR		341		379,952
Mizuho Financial Group, Inc. 3.153%, 07/16/2030	U.S.$		512		478,669
5.382%, 07/10/2030			200		204,244
Morgan Stanley 4.656%, 03/02/2029	EUR		352		384,116
5.424%, 07/21/2034	U.S.$		133		135,123
Nationwide Building Society 3.96%, 07/18/2030^(h)			207		199,447
NatWest Group PLC 3.032%, 11/28/2035			239		211,505
Series E 5.763%, 02/28/2034^(h)	EUR		173		194,071
Santander UK Group Holdings PLC 2.469%, 01/11/2028	U.S.$		285		272,614
6.534%, 01/10/2029			200		208,284
Societe Generale SA 6.447%, 01/12/2027^(h)			384		388,965
Standard Chartered PLC 2.608%, 01/12/2028^(h)			212		203,649
3.265%, 02/18/2036^(h)			233		206,242
Sumitomo Mitsui Trust Bank Ltd. 4.45%, 09/10/2027^(h)			273		272,558
Svenska Handelsbanken AB Series E 4.625%, 08/23/2032^(h)	GBP		161		199,348
Swedbank AB Series G 3.625%, 08/23/2032^(h)	EUR		303		318,079


		Principal Amount (000)		U.S. $ Value

Toronto-Dominion Bank (The) 5.248%, 07/23/2029^(h)	AUD		250	$	157,101
UBS Group AG 7.75%, 03/01/2029^(h)	EUR		318		375,021
UniCredit SpA 1.982%, 06/03/2027^(h)	U.S.$		200		192,976
Wells Fargo & Co. Series E 1.741%, 05/04/2030^(h)	EUR		336		331,593

					14,177,745

Finance – 0.1%
Air Lease Corp. 5.40%, 06/01/2028	CAD		175		127,275
Aircastle Ltd. 5.95%, 02/15/2029^(h)	U.S.$		35		36,044
Aircastle Ltd./Aircastle Ireland DAC 5.25%, 03/15/2030^(h)			271		272,133
Aviation Capital Group LLC 1.95%, 09/20/2026^(h)			215		205,805

					641,257

Insurance – 0.2%
Athene Global Funding 2.55%, 11/19/2030^(h)			28		24,525
5.228% (SOFR + 0.85%), 05/08/2026^(h)(i)			156		156,591
5.38%, 01/07/2030^(h)			44		44,568
5.526%, 07/11/2031^(h)			316		321,227
Metropolitan Life Global Funding I Series E 4.00%, 04/05/2028^(h)	EUR		239		257,814

					804,725

REITs – 0.3%
American Tower Corp. 0.875%, 05/21/2029			122		116,137
Digital Intrepid Holding BV 0.625%, 07/15/2031^(h)			390		340,556
EPR Properties 4.50%, 06/01/2027	U.S.$		234		231,293
GLP Capital LP/GLP Financing II, Inc. 4.00%, 01/15/2030			102		96,645
Trust Fibra Uno 4.869%, 01/15/2030^(h)			200		186,480
WEA Finance LLC 2.875%, 01/15/2027^(h)			212		203,906

					1,175,017

					16,798,744


		Principal Amount (000)		U.S. $ Value

Industrial – 3.4%
Basic – 0.1%
Alpek SAB de CV 4.25%, 09/18/2029^(h)	U.S.$		220	$	205,425
Sociedad Quimica y Minera de Chile SA 5.50%, 09/10/2034^(h)			200		195,000

					400,425

Capital Goods – 0.1%
Emerson Electric Co. 3.00%, 03/15/2031	EUR		143		148,943
John Deere Financial Ltd. 5.05%, 06/28/2029	AUD		320		201,435
Parker-Hannifin Corp. 2.90%, 03/01/2030	EUR		179		185,667

					536,045

Communications – Media – 0.1%
Cox Communications, Inc. 5.70%, 06/15/2033^(h)	U.S.$		265		266,998
Grupo Televisa SAB 8.50%, 03/11/2032			175		193,375
Warnermedia Holdings, Inc. 4.279%, 03/15/2032			49		43,975
5.141%, 03/15/2052			177		136,830

					641,178

Communications – Telecommunications – 0.3%
Bell Telephone Co. of Canada or Bell Canada 4.55%, 02/09/2030	CAD		182		130,236
5.15%, 02/09/2053			188		131,558
5.85%, 11/10/2032			347		265,863
TELUS Corp. Series CAG 5.25%, 11/15/2032			542		401,525
Verizon Communications, Inc. 2.35%, 03/23/2028^(h)	AUD		200		116,057
4.50%, 08/17/2027^(h)			80		49,624

					1,094,863

Consumer Cyclical – Automotive – 0.4%
American Honda Finance Corp. Series E 3.65%, 04/23/2031	EUR		225		238,256
General Motors Financial Co., Inc. 4.30%, 04/06/2029	U.S.$		85		82,335
Series E 4.00%, 07/10/2030^(h)	EUR		100		106,618


		Principal Amount (000)		U.S. $ Value

General Motors Financial of Canada Ltd. 5.10%, 07/14/2028	CAD		280	$	200,791
Harley-Davidson Financial Services, Inc. 3.05%, 02/14/2027^(h)	U.S.$		183		175,651
5.95%, 06/11/2029^(h)			200		202,362
Hyundai Capital America 1.80%, 01/10/2028^(h)			449		413,740
Toyota Finance Australia Ltd. 4.65%, 09/17/2029	AUD		230		142,293

					1,562,046

Consumer Cyclical – Entertainment – 0.0%
Hasbro, Inc. 6.05%, 05/14/2034	U.S.$		80		82,223


Consumer Cyclical – Other – 0.2%
GENM Capital Labuan Ltd. 3.882%, 04/19/2031^(h)			225		200,401
MDC Holdings, Inc. 6.00%, 01/15/2043			197		198,460
PulteGroup, Inc. 6.375%, 05/15/2033			206		220,420
7.875%, 06/15/2032			169		195,048

					814,329

Consumer Cyclical – Retailers – 0.0%
AutoNation, Inc. 5.89%, 03/15/2035			123		125,226


Consumer Non-Cyclical – 0.7%
American Medical Systems Europe BV 3.00%, 03/08/2031	EUR		168		174,632
Cencosud SA 5.95%, 05/28/2031^(e)(h)	U.S.$		200		202,960
CommonSpirit Health 5.318%, 12/01/2034			337		340,690
CVS Health Corp. 1.75%, 08/21/2030			164		138,505
5.70%, 06/01/2034^(e)			267		272,460
Imperial Brands Finance PLC 5.875%, 07/01/2034^(h)			267		271,662
Kraft Heinz Foods Co. 3.25%, 03/15/2033	EUR		180		185,907
5.20%, 03/15/2032	U.S.$		407		412,621
Loblaw Cos. Ltd. 6.54%, 02/17/2033^(h)	CAD		165		131,440
Metro, Inc./CN 4.657%, 02/07/2033			553		401,789


		Principal Amount (000)		U.S. $ Value

Molson Coors Beverage Co. 3.80%, 06/15/2032	EUR		305	$	326,127
Stryker Corp. 3.375%, 12/11/2028			121		128,203

					2,986,996

Energy – 1.0%
BP Capital Markets PLC 3.625%, 03/22/2029^(h)(j)			346		355,291
4.751%, 08/28/2029^(h)	AUD		250		155,887
Continental Resources, Inc./OK 2.875%, 04/01/2032^(h)	U.S.$		294		246,457
5.75%, 01/15/2031^(h)			198		200,992
Devon Energy Corp. 5.20%, 09/15/2034^(e)			257		249,765
7.95%, 04/15/2032			139		159,482
Enbridge, Inc. 6.10%, 11/09/2032	CAD		445		347,375
Energy Transfer LP 5.60%, 09/01/2034	U.S.$		203		205,576
ONEOK Partners LP 6.65%, 10/01/2036			314		340,115
ONEOK, Inc. 4.40%, 10/15/2029			80		78,494
Ovintiv, Inc. 7.20%, 11/01/2031			52		56,772
7.375%, 11/01/2031			321		354,021
Raizen Fuels Finance SA 6.45%, 03/05/2034^(h)			200		201,200
6.70%, 02/25/2037^(h)			200		200,760
Suncor Energy, Inc. 6.85%, 06/01/2039			181		201,154
TotalEnergies SE Series NC7 1.625%, 10/25/2027^(h)(j)	EUR		334		329,951
Var Energi ASA 7.50%, 01/15/2028^(h)	U.S.$		245		260,722
Wintershall Dea Finance BV 1.823%, 09/25/2031^(h)	EUR		300		275,513

					4,219,527

Services – 0.1%
Booking Holdings, Inc. 4.50%, 11/15/2031			171		192,114
4.75%, 11/15/2034			168		193,340

					385,454


		Principal Amount (000)		U.S. $ Value

Technology – 0.3%
Broadridge Financial Solutions, Inc. 2.60%, 05/01/2031	U.S.$		397	$	347,383
Fiserv, Inc. 1.625%, 07/01/2030	EUR		144		139,091
5.625%, 08/21/2033	U.S.$		261		269,751
Honeywell International, Inc. 4.125%, 11/02/2034	EUR		293		320,220
Oracle Corp. 5.25%, 02/03/2032	U.S.$		167		169,396

					1,245,841

Transportation – Railroads – 0.0%
Lima Metro Line 2 Finance Ltd. 4.35%, 04/05/2036^(h)			206		191,442


Transportation – Services – 0.1%
Heathrow Funding Ltd. 6.45%, 12/10/2033^(h)	GBP		192		257,198

					14,542,793

Utility – 0.5%
Electric – 0.4%
AltaLink LP 3.99%, 06/30/2042	CAD		116		76,153
Electricite de France SA Series MPLE 5.993%, 05/23/2030^(h)			262		198,680
Enel Finance International NV 2.50%, 07/12/2031^(h)(k)	U.S.$		274		234,777
Engie Energia Chile SA 6.375%, 04/17/2034^(h)			200		204,750
Kallpa Generacion SA 5.875%, 01/30/2032^(h)			202		205,832
Niagara Energy SAC 5.746%, 10/03/2034^(h)			207		203,831
Niagara Mohawk Power Corp. 4.278%, 12/15/2028^(h)			343		337,522

					1,461,545

Natural Gas – 0.1%
Cadent Finance PLC Series E 3.75%, 04/16/2033^(h)	EUR		103		108,237
Energir, Inc. 6.30%, 10/31/2033	CAD		165		132,819


		Principal Amount (000)		U.S. $ Value

Grupo Energia Bogota SA ESP 7.85%, 11/09/2033^(h)	U.S.$		200	$	221,892

					462,948

					1,924,493

Total Corporates – Investment Grade (cost $33,069,973)					33,266,030


MORTGAGE PASS-THROUGHS – 4.7%
Agency Fixed Rate 30-Year – 4.7%
Government National Mortgage Association Series 2025 2.50%, 03/01/2055, TBA			1,675		1,435,520
3.00%, 03/01/2055, TBA			1,919		1,708,242
4.00%, 03/01/2055, TBA			390		367,630
4.50%, 03/01/2055, TBA			4,404		4,252,757
5.00%, 03/01/2055, TBA			3,488		3,442,764
5.50%, 03/01/2055, TBA			5,072		5,085,974
Uniform Mortgage-Backed Security Series 2025 2.00%, 03/01/2055, TBA			1,398		1,118,072
6.00%, 03/01/2055, TBA			2,038		2,070,795
6.50%, 03/01/2055, TBA			364		374,948


Total Mortgage Pass-Throughs (cost $19,597,177)					19,856,702


COLLATERALIZED LOAN OBLIGATIONS – 1.2%
CLO – Floating Rate – 1.2%
AMMC CLO 25 Ltd. Series 2022-25A, Class A1R 5.652% (CME Term SOFR 3 Month + 1.35%), 04/15/2035^(h)(i)			500		500,801
Apidos CLO XV Series 2013-15A, Class BRR 6.105% (CME Term SOFR 3 Month + 1.81%), 04/20/2031^(h)(i)			250		250,581
Apidos CLO XXXII Series 2019-32A, Class A1R 5.39% (CME Term SOFR 3 Month + 1.10%), 01/20/2033^(h)(i)			530		530,598
CIFC Funding Ltd. Series 2018-3A, Class B 6.155% (CME Term SOFR 3 Month + 1.86%), 07/18/2031^(h)(i)			500		501,184


		Principal Amount (000)		U.S. $ Value

Clover CLO LLC Series 2021-3A, Class BR 5.75% (CME Term SOFR 3 Month + 1.45%), 01/25/2035^(h)(i)	U.S.$		256	$	255,505
Dryden 113 CLO Ltd. Series 2022-113A, Class BR2 5.952% (CME Term SOFR 3 Month + 1.65%), 10/15/2037^(h)(i)			250		250,188
Juniper Valley Park CLO Ltd. Series 2023-1A, Class AR 5.543% (CME Term SOFR 3 Month + 1.25%), 07/20/2036^(h)(i)			260		260,713
Magnetite XIX Ltd. Series 2017-19A, Class B1RR 5.753% (CME Term SOFR 3 Month + 1.45%), 04/17/2034^(h)(i)			250		249,883
Magnetite XXVII Ltd. Series 2020-27A, Class BR 6.105% (CME Term SOFR 3 Month + 1.81%), 10/20/2034^(h)(i)			350		350,411
OCP CLO Ltd. Series 2021-23A, Class BR 5.832% (CME Term SOFR 3 Month + 1.55%), 01/17/2037^(h)(i)			250		250,780
Pikes Peak CLO 6 Series 2020-6A, Class ARR 5.27% (CME Term SOFR 3 Month + 0.94%), 05/18/2034^(h)(i)			250		249,957
Signal Peak CLO 11 Ltd. Series 2024-11A, Class A1 5.743% (CME Term SOFR 3 Month + 1.45%), 07/18/2037^(h)(i)			500		502,962
Voya CLO Ltd. Series 2013-2A, Class A1R
5.532% (CME Term SOFR 3 Month + 1.23%), 04/25/2031^(h)(i)			199		198,996
Series 2018-1A, Class A1 5.505% (CME Term SOFR 3 Month + 1.21%), 04/19/2031^(h)(i)			200		200,048
Series 2018-2A, Class A2 5.814% (CME Term SOFR 3 Month + 1.51%), 07/15/2031^(h)(i)			500		500,934


Total Collateralized Loan Obligations (cost $5,046,007)					5,053,541


		Principal Amount (000)		U.S. $ Value

COVERED BONDS – 1.1%
Australia – 0.3%
National Australia Bank Ltd. Series E 0.875%, 02/19/2027^(h)	EUR		522	$	525,057
Westpac Banking Corp. Series E 3.106%, 11/23/2027^(h)			510		537,889

					1,062,946

Canada – 0.1%
Bank of Montreal Series E 0.125%, 01/26/2027^(h)			533		530,150


France – 0.5%
BPCE SFH SA 0.625%, 09/22/2027^(h)			700		694,347
Cie de Financement Foncier SA 3.125%, 05/18/2027^(h)			500		526,439
Credit Agricole Home Loan SFH SA Series E 0.875%, 08/31/2027^(h)			700		699,176

					1,919,962

South Korea – 0.1%
Korea Housing Finance Corp. 3.714%, 04/11/2027^(h)			484		514,176


Spain – 0.1%
Banco de Sabadell SA 1.00%, 04/26/2027^(h)			500		503,530


Total Covered Bonds (cost $4,626,872)					4,530,764


ASSET-BACKED SECURITIES – 0.8%
Other ABS – Fixed Rate – 0.6%
Accelerated LLC Series 2024-1A, Class A 4.68%, 08/22/2044^(h)	U.S.$		406		401,781
Affirm Asset Securitization Trust Series 2024-B, Class A 4.62%, 09/15/2029^(h)			109		108,835
CCG Receivables Trust Series 2024-1, Class A2 4.99%, 03/15/2032^(h)			361		362,747
Clarus Capital Funding LLC Series 2024-1A, Class A2 4.71%, 08/20/2032^(h)			167		167,314


		Principal Amount (000)		U.S. $ Value

Series 2024-1A, Class B 4.79%, 08/20/2032^(h)	U.S.$		140	$	139,620
Crossroads Asset Trust Series 2024-A, Class A2 5.90%, 08/20/2030^(h)			230		233,548
DLLMT LLC Series 2024-1A, Class A2 5.08%, 02/22/2027^(h)			410		411,236
Lendmark Funding Trust Series 2024-2A, Class B 4.86%, 02/21/2034^(h)			106		105,260
M&T Equipment Notes Series 2024-1A, Class A2 4.99%, 08/18/2031^(h)			182		182,766
NMEF Funding LLC Series 2024-A, Class A2 5.15%, 12/15/2031^(h)			290		290,698
PEAC Solutions Receivables LLC Series 2025-1A, Class A2 4.94%, 10/20/2028^(h)			44		44,153
Series 2025-1A, Class B 5.20%, 07/20/2032^(h)			72		72,666
Sierra Timeshare Receivables Funding LLC Series 2024-2A, Class A 5.14%, 06/20/2041^(h)			120		121,476

					2,642,100

Autos – Fixed Rate – 0.2%
Ally Bank Auto Credit-Linked Notes Series 2024-A, Class A2 5.681%, 05/17/2032^(h)			192		194,835
PenFed Auto Receivables Owner Trust Series 2024-A, Class A3 4.70%, 06/15/2029^(h)			163		163,561
Tesla Auto Lease Trust Series 2024-B, Class B 5.11%, 08/21/2028^(h)			203		203,895
Wheels Fleet Lease Funding 1 LLC Series 2024-2A, Class A1 4.87%, 06/21/2039^(h)			248		249,235

					811,526

Other ABS – Floating Rate – 0.0%
Capital Street Master Trust Series 2024-1, Class A 5.689% (CME Term SOFR + 1.35%), 10/16/2028^(h)(i)			100		99,517


Total Asset-Backed Securities (cost $3,542,551)					3,553,143


		Principal Amount (000)		U.S. $ Value

COLLATERALIZED MORTGAGE OBLIGATIONS – 0.7%
Risk Share Floating Rate – 0.7%
Connecticut Avenue Securities Series 2025-R01, Class 1M1 5.453% (CME Term SOFR + 1.10%), 01/25/2045^(h)(i)	U.S.$		131	$	131,047
Connecticut Avenue Securities Trust Series 2022-R06, Class 1M1 7.102% (CME Term SOFR + 2.75%), 05/25/2042^(h)(i)			210		215,563
Series 2022-R08, Class 1M1 6.902% (CME Term SOFR + 2.55%), 07/25/2042^(h)(i)			260		267,148
Series 2022-R08, Class 1M2 7.952% (CME Term SOFR + 3.60%), 07/25/2042^(h)(i)			400		421,252
Series 2023-R01, Class 1M1 6.753% (CME Term SOFR + 2.40%), 12/25/2042^(h)(i)			351		360,995
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2021-DNA6, Class M2 5.852% (CME Term SOFR + 1.50%), 10/25/2041^(h)(i)			217		218,009
Series 2021-DNA7, Class M2 6.152% (CME Term SOFR + 1.80%), 11/25/2041^(h)(i)			400		403,744
Series 2022-DNA2, Class M1A 5.652% (CME Term SOFR + 1.30%), 02/25/2042^(h)(i)			270		270,282
Series 2022-DNA4, Class M1A 6.552% (CME Term SOFR + 2.20%), 05/25/2042^(h)(i)			308		312,419
Series 2022-DNA6, Class M1A 6.502% (CME Term SOFR + 2.15%), 09/25/2042^(h)(i)			160		161,770
Series 2023-DNA2, Class M1B 7.603% (CME Term SOFR + 3.25%), 04/25/2043^(h)(i)			250		263,269
Series 2024-DNA3, Class M1 5.352% (CME Term SOFR + 1.00%), 10/25/2044^(h)(i)			38		38,358
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes 2025-DNA1 Series 2025-DNA1, Class A1 5.302% (CME Term SOFR + 0.95%), 01/25/2045^(h)(i)			99		98,697


Total Collateralized Mortgage Obligations (cost $3,170,157)					3,162,553


		Principal Amount (000)		U.S. $ Value

GOVERNMENTS – SOVEREIGN AGENCIES – 0.7%
Belgium – 0.2%
Dexia SA Series E 0.01%, 01/22/2027^(h)	EUR		700	$	694,209


Canada – 0.1%
Canada Housing Trust No. 1 3.55%, 09/15/2032^(h)	CAD		475		339,292
4.25%, 03/15/2034^(h)			235		175,641

					514,933

France – 0.2%
SNCF Reseau Series E 3.125%, 10/25/2028^(h)	EUR		600		631,634


Japan – 0.1%
Development Bank of Japan, Inc. Series G 3.50%, 09/13/2027^(h)			593		631,111


Netherlands – 0.1%
BNG Bank NV 3.50%, 07/19/2027	AUD		819		500,231


Total Governments – Sovereign Agencies (cost $3,048,739)					2,972,118


LOCAL GOVERNMENTS – PROVINCIAL BONDS – 0.6%
Canada – 0.6%
Hydro Quebec Interest Strip Zero Coupon, 08/15/2038	CAD		144		58,098
Zero Coupon, 08/15/2041			144		50,161
Zero Coupon, 02/15/2042			144		49,239
Zero Coupon, 08/15/2042			144		48,047
Zero Coupon, 02/15/2043			144		47,124
Zero Coupon, 02/15/2044			144		44,688
Zero Coupon, 08/15/2044			144		43,789
Series JN Zero Coupon, 02/15/2046			144		40,909
Province of Ontario Canada 2.90%, 12/02/2046			1,283		737,559
3.45%, 06/02/2045			478		302,567
3.50%, 06/02/2043			471		302,991
4.60%, 12/02/2055			245		185,575


		Principal Amount (000)		U.S. $ Value

Province of Ontario Generic Coupon Strip Zero Coupon, 12/02/2036	CAD		144	$	63,874
Zero Coupon, 06/02/2037			144		62,201
Zero Coupon, 12/02/2037			144		60,535
Zero Coupon, 06/02/2038			144		59,305
Zero Coupon, 12/02/2038			144		57,941
Zero Coupon, 06/02/2039			144		56,729
Zero Coupon, 06/02/2040			144		53,800
Zero Coupon, 12/02/2040			144		52,128
Zero Coupon, 06/02/2041			144		51,086
Zero Coupon, 12/02/2041			144		50,106
Zero Coupon, 06/02/2042			144		48,925
Zero Coupon, 12/02/2046			144		39,891
Zero Coupon, 06/02/2047			144		39,347
Series INT Zero Coupon, 06/02/2043			144		46,444
Zero Coupon, 12/02/2045			144		41,617
Zero Coupon, 06/02/2046			144		40,996


Total Local Governments – Provincial Bonds (cost $2,774,424)					2,735,672


COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.6%
Non-Agency Floating Rate CMBS – 0.5%
BAMLL Trust Series 2025-ASHF, Class A 6.25% (CME Term SOFR 1 Month + 1.85%), 02/15/2042^(h)(i)	U.S.$		437		437,819
BOCA Commercial Mortgage Trust Series 2024-BOCA, Class A 6.233% (CME Term SOFR 1 Month + 1.92%), 08/15/2041^(h)(i)			408		410,071
BX Commercial Mortgage Trust Series 2024-AIR2, Class A 5.804% (CME Term SOFR 1 Month + 1.49%), 10/15/2041^(h)(i)			154		154,577
HLTN Commercial Mortgage Trust Series 2024-DPLO, Class A 5.953% (CME Term SOFR 1 Month + 1.64%), 06/15/2041^(h)(i)			304		304,141
ORL Trust Series 2024-GLKS, Class A 5.804% (CME Term SOFR 1 Month + 1.49%), 12/15/2039^(h)(i)			132		132,472
SWCH Commercial Mortgage Trust Series 2025-DATA, Class A 5.75% (CME Term SOFR 1 Month + 1.44%), 03/15/2042^(h)(i)			387		385,696


		Principal Amount (000)		U.S. $ Value

Wells Fargo Commercial Mortgage Trust Series 2024-MGP, Class A12 6.003% (CME Term SOFR 1 Month + 1.69%), 08/15/2041^(h)(i)	U.S.$		242	$	243,195

					2,067,971

Non-Agency Fixed Rate CMBS – 0.1%
BX Commercial Mortgage Trust Series 2024-BIO2, Class A 5.413%, 08/13/2041^(h)			281		281,811
Fashion Show Mall LLC Series 2024-SHOW, Class A 5.274%, 10/10/2041^(h)			300		301,404

					583,215

Total Commercial Mortgage-Backed Securities (cost $2,641,087)					2,651,186


GOVERNMENTS – SOVEREIGN BONDS – 0.6%
Chile – 0.1%
Chile Electricity Lux MPC SARL 6.01%, 01/20/2033^(h)			299		305,821
Chile Government International Bond 3.75%, 01/14/2032	EUR		181		190,389
4.125%, 07/05/2034			200		214,731

					710,941

Hungary – 0.1%
Hungary Government International Bond Series 10Y 5.375%, 09/12/2033^(h)			224		252,397


Indonesia – 0.1%
Indonesia Government International Bond 1.00%, 07/28/2029			349		329,565


Israel – 0.1%
Israel Government International Bond Series 5Y 5.375%, 02/19/2030	U.S.$		340		342,975


Romania – 0.1%
Romanian Government International Bond 5.125%, 09/24/2031^(h)	EUR		310		315,989


Saudi Arabia – 0.1%
Saudi Government International Bond 3.375%, 03/05/2032^(h)			222		230,483
5.125%, 01/13/2028^(h)	U.S.$		307		310,070

					540,553

Total Governments – Sovereign Bonds (cost $2,519,637)					2,492,420


Description	Number of Contracts		Expiration Month		Current Notional		Value and Unrealized Appreciation (Depreciation)
Purchased Contracts
Australian 10 Yr Bond Futures		47		March 2025	$	3,310,799	$	19,388
Canadian 10 Yr Bond Futures		64		June 2025		5,519,461		87,275
E-Mini Russell 2000 Index Futures		38		March 2025		4,114,070		(402,247	)
Euro Buxl 30 Yr Bond Futures		20		March 2025		2,692,960		(237,781	)
Euro STOXX 50 Index Futures		36		March 2025		2,037,521		194,289
Euro-BOBL Futures		128		March 2025		15,654,853		(11,962	)
Euro-Bund Futures		72		March 2025		9,947,852		(31,627	)
Euro-Schatz Futures		48		March 2025		5,324,343		(22,706	)
FTSE 100 Index Futures		6		March 2025		663,454		10,844
FTSE KLCI Futures		40		March 2025		691,092		(3,483	)
FTSE/JSE Top 40 Futures		35		March 2025		1,478,942		(40,304	)
Gold 100 OZ Futures		17		April 2025		4,842,450		111,442
IFSC Nifty 50 Future		7		March 2025		311,780		(9,335	)
Japan 10 Yr Bond (OSE) Futures		16		March 2025		14,855,814		(271,369	)
Long Gilt Futures		100		June 2025		11,752,556		125,898
MSCI Emerging Markets Index Futures		131		March 2025		7,182,075		(110,652	)
OMXS 30 Index Futures		87		March 2025		2,203,664		(8,062	)
S&P 500 E-Mini Futures		235		March 2025		70,068,187		(1,775,151	)
S&P/TSX 60 Index Futures		20		March 2025		4,233,489		(23,059	)
SPI 200 Futures		2		March 2025		252,295		(7,929	)
TOPIX Index Futures		6		March 2025		1,066,596		(24,670	)
U.S. Long Bond (CBT) Futures		137		June 2025		16,178,844		119,662
U.S. T-Note 2 Yr (CBT) Futures		58		June 2025		12,004,188		63,762
U.S. T-Note 5 Yr (CBT) Futures		453		June 2025		48,895,688		591,920
U.S. Ultra Bond (CBT) Futures		60		June 2025		7,447,500		157,061
Sold Contracts
Australian 3 Yr Bond Futures		8		March 2025		527,958		(190	)
Canadian 10 Yr Bond Futures		46		June 2025		3,967,112		(78,611	)
Euro Buxl 30 Yr Bond Futures		9		March 2025		1,211,832		66,070
Euro STOXX 50 Index Futures		41		March 2025		2,320,510		(76,322	)
Euro-BOBL Futures		28		March 2025		3,424,499		39,756
Euro-Bund Futures		21		March 2025		2,901,457		73,078
FTSE China A50 Futures		41		March 2025		541,979		6,679
FTSE Taiwan Index Futures		13		March 2025		972,270		49,661
Japan 10 Yr Bond (OSE) Futures		4		March 2025		3,713,954		71,461
MSCI Singapore ETS Index Futures		15		March 2025		439,972		2,153
SET 50 Futures		31		March 2025		137,998		2,649
TOPIX Index Futures		2		March 2025		355,532		8,063
U.S. 10 Yr Ultra Futures		49		June 2025		5,598,250		(87,156	)
U.S. Long Bond (CBT) Futures		25		June 2025		2,952,344		(17,303	)
U.S. T-Note 10 Yr (CBT) Futures		180		June 2025		19,996,875		(237,947	)
U.S. Ultra Bond (CBT) Futures		10		June 2025		1,241,250		(26,266	)
WIG 20 Index Futures		57		March 2025		728,502		(23,215	)

							$	(1,726,236	)


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation (Depreciation)
Bank of America NA	BRL	26,334	USD	4,544		03/06/2025	$	71,117
Bank of America NA	INR	101,002	USD	1,171		03/06/2025		16,311
Bank of America NA	USD	4,532	BRL	26,334		03/06/2025		(59,619	)
Bank of America NA	USD	1,615	INR	137,480		03/06/2025		(43,475	)
Bank of America NA	GBP	17,800	USD	21,684		03/13/2025		(706,374	)
Bank of America NA	USD	1,488	CNH	10,833		03/13/2025		(2,508	)
Bank of America NA	USD	3,630	GBP	2,983		03/13/2025		121,830
Bank of America NA	CLP	461,368	USD	485		03/14/2025		4,887
Bank of America NA	COP	1,715,284	USD	420		03/14/2025		7,362
Bank of America NA	PEN	2,131	USD	579		03/14/2025		739
Bank of America NA	USD	1,205	CLP	1,136,040		03/14/2025		(21,668	)
Bank of America NA	HUF	296,864	USD	755		03/28/2025		(7,963	)
Bank of America NA	BRL	12,646	USD	2,180		04/02/2025		44,912
Bank of America NA	USD	1,174	BRL	6,817		04/02/2025		(23,595	)
Bank of America NA	AUD	1,100	USD	704		04/09/2025		21,505
Bank of America NA	AUD	2,885	USD	1,787		04/09/2025		(3,608	)
Bank of America NA	USD	3,834	AUD	6,190		04/09/2025		7,739
Bank of America NA	USD	909	AUD	1,448		04/09/2025		(10,244	)
Bank of America NA	USD	3,193	SEK	34,016		04/16/2025		(25,632	)
Bank of America NA	KRW	1,207,015	USD	839		04/17/2025		10,770
Bank of America NA	USD	1,176	KRW	1,704,249		04/17/2025		(6,956	)
Bank of America NA	PHP	33,774	USD	579		04/29/2025		(2,344	)
Bank of America NA	USD	4,404	IDR	72,121,648		04/29/2025		(56,699	)
Bank of America NA	USD	2,405	PHP	139,948		04/29/2025		4,423
Bank of America NA	USD	179	PHP	10,397		04/29/2025		(95	)
Bank of America NA	USD	1,647	TWD	53,556		05/23/2025		(16,031	)
Barclays Capital, Inc.	USD	3,761	INR	320,056		03/06/2025		(103,485	)
Barclays Capital, Inc.	GBP	758	USD	931		03/13/2025		(22,382	)
Barclays Capital, Inc.	COP	2,347,865	USD	563		03/14/2025		(1,809	)
Barclays Capital, Inc.	PEN	2,165	USD	591		03/14/2025		3,259
Barclays Capital, Inc.	USD	186	COP	813,937		03/14/2025		9,933
Barclays Capital, Inc.	USD	814	PEN	3,032		03/14/2025		9,185
Barclays Capital, Inc.	MYR	1,278	USD	287		03/19/2025		569
Barclays Capital, Inc.	MYR	18,107	USD	4,033		03/19/2025		(27,191	)
Barclays Capital, Inc.	USD	3,466	MYR	15,219		03/19/2025		(53,600	)
Barclays Capital, Inc.	SEK	37,599	USD	3,396		04/16/2025		(105,718	)
Barclays Capital, Inc.	USD	1,526	NOK	17,044		04/16/2025		(12,540	)
Barclays Capital, Inc.	KRW	1,134,405	USD	794		04/17/2025		15,802
Barclays Capital, Inc.	IDR	53,350,814	USD	3,263		04/29/2025		46,853
Barclays Capital, Inc.	PHP	120,717	USD	2,060		04/29/2025		(18,273	)
Barclays Capital, Inc.	USD	326	IDR	5,392,610		04/29/2025		(1,124	)
Barclays Capital, Inc.	EUR	537	USD	561		05/09/2025		1,897
Barclays Capital, Inc.	TWD	8,124	USD	249		05/23/2025		1,316
BNP Paribas SA	EUR	18,539	USD	19,043		03/06/2025		(190,665	)
BNP Paribas SA	USD	1,158	CAD	1,659		04/11/2025		(9,391	)
Citibank NA	INR	58,228	USD	671		03/06/2025		5,490
Citibank NA	GBP	1,052	USD	1,284		03/13/2025		(39,000	)
Citibank NA	USD	997	GBP	808		03/13/2025		19,475
Citibank NA	USD	743	GBP	587		03/13/2025		(4,601	)
Citibank NA	USD	1,200	PEN	4,477		03/14/2025		14,529


Description	Fixed Rate (Pay) Receive			Payment Frequency		Implied Credit Spread at February 28, 2025			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation (Depreciation)
Sale Contracts – 0.2%
CDX-NAHY Series 43, 5 Year Index, 12/20/2029*		5.00	%		Quarterly		3.09%	USD		11,950	$	1,034,648	$	827,948	$	206,700


				Rate Type
Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Payment Frequency Paid/ Received	Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation (Depreciation)
CNY	30,890		12/19/2029	China 7-Day Reverse Repo Rate	1.450%	Quarterly	$	(43,056	)	$	– 0	–	$	(43,056	)
CNY	18,447		02/20/2030	China 7-Day Reverse Repo Rate	1.616%	Quarterly		(4,042	)		– 0	–		(4,042	)
CNY	16,793		02/20/2030	China 7-Day Reverse Repo Rate	1.602%	Quarterly		(5,174	)		– 0	–		(5,174	)
NZD	225		12/05/2034	3 Month BKBM	3.961%	Quarterly/ Semi-Annual		(991	)		– 0	–		(991	)
NZD	569		12/17/2034	3 Month BKBM	4.026%	Quarterly/Semi-Annual		(834	)		– 0	–		(834	)
NZD	1,998		12/20/2034	3 Month BKBM	3.965%	Quarterly/Semi-Annual		(8,667	)		– 0	–		(8,667	)
SEK	4,359		01/16/2035	3 Month STIBOR	2.771%	Quarterly/Annual		7,237			– 0	–		7,237
SEK	3,895		01/21/2035	3 Month STIBOR	2.570%	Quarterly/Annual		42			– 0	–		42
CHF	309		01/21/2035	1 Day SARON	0.461%	Annual		(843	)		– 0	–		(843	)

							$	(56,328	)	$	– 0	–	$	(56,328	)


144A/Restricted & Illiquid Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Exide Technologies 11.00%, 10/31/2024		06/21/2019 - 10/26/2020	$	17,967	$	– 0 –		0.00	%
K2016470219 South Africa Ltd. 3.00%, 12/31/2022		04/26/2017		40,372		– 0 –		0.00	%
K2016470260 South Africa Ltd. 25.00%, 12/31/2022		04/26/2017		30,992		– 0 –		0.00	%
Magnetation LLC/Mag Finance Corp. 11.00%, 05/15/2023		04/26/2017		15		– 0 –		0.00	%


Assets
Investments in securities, at value
Unaffiliated issuers (cost $366,775,357)	$	394,215,311	^(a)
Affiliated issuers (cost $35,522,521—including investment of cash collateral for securities loaned of $309,510)		35,522,521
Cash		3,282
Cash collateral due from broker		8,722,547
Foreign currencies, at value (cost $1,070,362)		1,041,259
Receivable for investment securities sold and foreign currency transactions		12,709,498
Unaffiliated interest and dividends receivable		1,592,022
Unrealized appreciation on forward currency exchange contracts		1,437,263
Receivable for variation margin on futures		1,384,509
Unrealized appreciation on total return swaps		1,238,871
Affiliated dividends receivable		51,366
Receivable for variation margin on centrally cleared swaps		44,705
Receivable due from Adviser		22,166
Receivable for shares of beneficial interest sold		6,904
Receivable for terminated total return swaps		2,818
Receivable for terminated centrally cleared interest rate swaps		2,195

Total assets		457,997,237

Liabilities
Payable for investment securities purchased and foreign currency transactions		32,211,042
Unrealized depreciation on forward currency exchange contracts		2,629,574
Unrealized depreciation on total return swaps		487,876
Payable for collateral received on securities loaned		309,510
Advisory fee payable		179,410
Payable for shares of beneficial interest redeemed		114,019
Distribution fee payable		73,222
Transfer Agent fee payable		30,059
Foreign capital gains tax payable		18,220
Trustees’ fees payable		6,768
Accrued expenses		680,792

Total liabilities		36,740,492

Net Assets	$	421,256,745

Composition of Net Assets
Shares of beneficial interest, at par	$	274
Additional paid-in capital		424,324,382
Accumulated loss		(3,067,911	)

Net Assets	$	421,256,745


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	367,693,842		23,983,822	$	15.33	*

C	$	2,574,676		170,182	$	15.13

Advisor	$	50,654,638		3,258,689	$	15.54

I	$	333,589		21,033	$	15.86


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $33,380)	$	2,615,991
Affiliated issuers		387,326
Interest (net of foreign taxes withheld of $14,157)		2,950,093
Securities lending income		22,452		$	5,975,862

Expenses
Advisory fee (see Note B)		1,188,956
Distribution fee—Class A		471,846
Distribution fee—Class C		14,136
Transfer agency—Class A		183,576
Transfer agency—Class C		1,530
Transfer agency—Advisor Class		25,152
Transfer agency—Class I		202
Custody and accounting		245,724
Audit and tax		67,358
Registration fees		43,567
Printing		42,322
Legal		26,605
Trustees’ fees		13,320
Miscellaneous		31,429

Total expenses		2,355,723
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(100,513	)

Net expenses					2,255,210

Net investment income					3,720,652

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions^(a)					23,365,252
Forward currency exchange contracts					3,774,770
Futures					1,619,467
Swaps					(763,462	)
Foreign currency transactions					2,345,408
Net change in unrealized appreciation (depreciation) of:
Investments^(b)					(23,449,889	)
Forward currency exchange contracts					196,501
Futures					(4,379,654	)
Swaps					1,263,217
Foreign currency denominated assets and liabilities					37,306

Net gain on investment and foreign currency transactions					4,008,916

Contributions from Affiliates (see Note B)					11,605

Net Increase in Net Assets from Operations				$	7,741,173


	Six Months Ended February 28, 2025 (unaudited)			Year Ended August 31, 2024
Increase (Decrease) in Net Assets from Operations
Net investment income	$	3,720,652		$	9,862,647
Net realized gain on investment and foreign currency transactions		30,341,435			34,201,650
Net change in unrealized appreciation (depreciation) of investments and foreign currency denominated assets and liabilities		(26,332,519	)		17,353,362
Contributions from Affiliates (see Note B)		11,605			29,592

Net increase in net assets from operations		7,741,173			61,447,251
Distributions to Shareholders
Class A		(11,247,753	)		(4,839,663	)
Class C		(63,023	)		(10,518	)
Advisor Class		(1,624,273	)		(773,807	)
Class R		– 0	–		(17,281	)
Class K		– 0	–		(55,423	)
Class I		(10,184	)		(3,973	)
Transactions in Shares of Beneficial Interest
Net decrease (see Note F)		(17,527,775	)		(69,147,592	)

Total decrease		(22,731,835	)		(13,401,006	)
Net Assets
Beginning of period		443,988,580			457,389,586

End of period	$	421,256,745		$	443,988,580


Fund	Market Value 8/31/24 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 2/28/25 (000)		Dividend Income (000)
AB Government Money Market Portfolio	$	22,609	$	135,043	$	122,439	$	35,213	$	387
AB Government Money Market Portfolio*		4,756		78,902		83,348		310		6

Total							$	35,523	$	393


	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	190,082,142	$	201,541,748
U.S. government securities		169,330,857		164,766,193