AB Bond Fund, Inc., et al. – ‘497’ on 2/3/16

On:  Wednesday, 2/3/16, at 5:04pm ET   ·   Effective:  2/3/16   ·   Accession #:  919574-16-9815   ·   File #s:  2-48227, 33-45328, 33-63797, 33-72460

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This is filed pursuant to Rule 497(c).                                          

AB BOND FUND, INC.                                                              
File Nos. 2-48227 and 811-02383.                                                

AB GLOBAL BOND FUND, INC.                                                       
File Nos. 33-45328 and 811-06554.                                               

AB HIGH INCOME FUND, INC.                                                       
File No. 33-72460 and 811-08188.                                                

AB UNCONSTRAINED BOND FUND, INC.                                                
File Nos. 33-63797 and 811-07391.                                               

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[A/B]                                                                           
[LOGO]                                                                          
PROSPECTUS  |  JANUARY 29, 2016                                                 

The AB Bond Funds                                                               

                                                        [Enlarge/Download Table]
                                                                                                                
Core                                                     High Income                                            
(Shares Offered--Exchange Ticker Symbol)                 (Shares Offered--Exchange Ticker Symbol)               

    AB Intermediate Bond Portfolio                           AB High Income Fund                                
    (Class A-ABQUX; Class B-ABQBX; Class C-ABQCX;            (Class A-AGDAX; Class B-AGDBX; Class C-AGDCX;      
     Advisor Class-ABQYX; Class R-ABQRX; Class                Advisor Class-AGDYX; Class R-AGDRX; Class         
     K-ABQKX; Class I-ABQIX; Class Z-ABQZX)                   K-AGDKX; Class I-AGDIX; Class Z-AGDZX)            

    AB Global Bond Fund                                      AB Limited Duration High Income Portfolio          
    (Class A-ANAGX; Class B-ANABX; Class C-ANACX;            (Class A-ALHAX; Class C-ALHCX; Advisor Class-ALHYX)
     Advisor Class-ANAYX; Class R-ANARX; Class                                                                  
     K-ANAKX; Class I-ANAIX; Class Z-ANAZX)                  AB High Yield Portfolio                            
                                                             (Class A-HIYAX; Class C-HIYCX; Advisor             
                                                              Class-HIYYX; Class R-HIYRX; Class K-HIYKX; Class  
                                                              I-HIYIX; Class Z-HIYZX)                           

Absolute Return                                          Tax-Aware                                              
(Shares Offered--Exchange Ticker Symbol)                 (Shares Offered--Exchange Ticker Symbol)               

    AB Credit Long/Short Portfolio                           AB Tax-Aware Fixed Income Portfolio                
    (Class A-ALASX; Class C-ALCSX; Advisor Class-ALYSX)      (Class A-ATTAX; Class C-ATCCX; Advisor Class-ATTYX)

    AB Unconstrained Bond Fund                                                                                  
    (Class A-AGSAX; Class B-AGSBX; Class C-AGCCX;                                                               
     Advisor Class-AGSIX; Class R-AGSRX; Class                                                                  
     K-AGSKX; Class I-AGLIX; Class Z-AGSZX)                                                                     

The Securities and Exchange Commission and the Commodity Futures Trading        
Commission have not approved or disapproved these securities or passed upon the 
adequacy of this Prospectus. Any representation to the contrary is a criminal   
offense.                                                                        

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INVESTMENT PRODUCTS OFFERED                                                     
..  ARE NOT FDIC INSURED                                                        
..  MAY LOSE VALUE                                                              
..  ARE NOT BANK GUARANTEED                                                     

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TABLE OF CONTENTS                                                               
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                               Page
                                                                   
SUMMARY INFORMATION...........................................   4 

CORE..........................................................   4 

  AB INTERMEDIATE BOND PORTFOLIO..............................   4 

  AB GLOBAL BOND FUND.........................................   9 

ABSOLUTE RETURN...............................................  14 

  AB CREDIT LONG/SHORT FUND...................................  14 

  AB UNCONSTRAINED BOND FUND..................................  19 

HIGH INCOME...................................................  24 

  AB HIGH INCOME FUND.........................................  24 

  AB LIMITED DURATION HIGH INCOME PORTFOLIO...................  29 

  AB HIGH YIELD PORTFOLIO.....................................  33 

TAX-AWARE.....................................................  37 

  AB TAX-AWARE FIXED INCOME PORTFOLIO.........................  37 

ADDITIONAL INFORMATION ABOUT THE FUNDS' RISKS AND INVESTMENTS.  42 

INVESTING IN THE FUNDS........................................  54 

  How to Buy Shares...........................................  54 

  The Different Share Class Expenses..........................  55 

  Sales Charge Reduction Programs for Class A Shares..........  57 

  CDSC Waivers and Other Programs.............................  58 

  Choosing a Share Class......................................  58 

  Payments to Financial Advisors and Their Firms..............  59 

  How to Exchange Shares......................................  60 

  How to Sell or Redeem Shares................................  60 

  Frequent Purchases and Redemptions of Fund Shares...........  61 

  How the Funds Value Their Shares............................  62 

MANAGEMENT OF THE FUNDS.......................................  64 

DIVIDENDS, DISTRIBUTIONS AND TAXES............................  70 

GENERAL INFORMATION...........................................  72 

GLOSSARY OF INVESTMENT TERMS..................................  73 

FINANCIAL HIGHLIGHTS..........................................  74 

APPENDIX A--BOND RATINGS...................................... A-1 

APPENDIX B--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION... B-1 

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SUMMARY INFORMATION                                                             
--------------------------------------------------------------------------------

CORE                                                                            
--------------------------------------------------------------------------------

AB INTERMEDIATE BOND PORTFOLIO                                                  
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to generate income and price appreciation    
without assuming what the Adviser considers undue risk.                         

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                                   CLASS B SHARES                                 CLASS    
                                                      CLASS A  (NOT CURRENTLY OFFERED CLASS C   ADVISOR CLASS R, K, I AND Z
                                                      SHARES     TO NEW INVESTORS)    SHARES       SHARES        SHARES    
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Maximum Sales Charge (Load) Imposed on Purchases                                                                           
(as a percentage of offering price)                    4.25%           None            None         None          None     
---------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                                                       
(as a percentage of offering price or redemption                                                                           
proceeds, whichever is lower)                          None(a)         3.00%(b)        1.00%(c)     None          None     
---------------------------------------------------------------------------------------------------------------------------
Exchange Fee                                           None            None            None         None          None     
---------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                        [Enlarge/Download Table]

                                                    CLASS A  CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Management Fees                                      .45%      .45%    .45%       .45%       .45%    .45%    .45%    .45% 
Distribution and/or Service (12b-1) Fees             .25%     1.00%   1.00%       None       .50%    .25%    None    None 
Other Expenses:                                                                                                           
 Transfer Agent                                      .15%      .17%    .15%       .15%       .25%    .20%    .12%    .02% 
 Other Expenses                                      .18%      .18%    .18%       .17%       .18%    .18%    .18%    .24% 
                                                   ------    ------  ------     ------     ------  ------  ------  ------ 
Total Other Expenses                                 .33%      .35%    .33%       .32%       .43%    .38%    .30%    .26% 
                                                   ------    ------  ------     ------     ------  ------  ------  ------ 
Total Annual Fund Operating Expenses                1.03%     1.80%   1.78%       .77%      1.38%   1.08%    .75%    .71% 
                                                   ======    ======  ======     ======     ======  ======  ======  ====== 
Fee Waiver and/or Expense Reimbursement(d)         (.18)%    (.20)%  (.18)%     (.17)%     (.28)%  (.23)%  (.15)%  (.11)% 
                                                   ------    ------  ------     ------     ------  ------  ------  ------ 
Total Annual Fund Operating Expenses After Fee                                                                            
 Waiver and/or Expense Reimbursement                 .85%(e)  1.60%   1.60%       .60%      1.10%    .85%    .60%    .60% 
                                                   ======    ======  ======     ======     ======  ======  ======  ====== 
--------------------------------------------------------------------------------------------------------------------------

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

(b)Class B shares automatically convert to Class A shares after six years. The  
CDSC decreases over time. For Class B shares, the CDSC decreases 1.00%    
annually to 0% after the third year.                                      

(c)For Class C shares, the CDSC is 0% after the first year.                     

(d)The fee waiver and/or expense reimbursements will remain in effect until     
January 31, 2017 and will continue thereafter from year-to-year unless the
Adviser provides notice of termination 60 days prior to that date.        

(e)Net expenses have been restated to reflect current expenses.                 

EXAMPLES                                                                        
The Examples are intended to help you compare the cost of investing in the Fund 
with the cost of investing in other mutual funds. The Examples assume that you  
invest $10,000 in the Fund for the time periods indicated and then redeem all   
of your shares at the                                                           

4                                                                               

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end of those periods. The Examples also assume that your investment has a 5%    
return each year, that the Fund's operating expenses stay the same and that the 
fee waiver is in effect for only the first year. Although your actual costs may 
be higher or lower, based on these assumptions your costs would be:             

                                                        [Enlarge/Download Table]

                       CLASS A CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
--------------------------------------------------------------------------------------------
                                                                                            
After 1 Year           $  508  $  463  $  263      $ 61      $  112  $   87   $ 61    $ 61  
After 3 Years          $  722  $  647  $  543      $229      $  409  $  321   $225    $216  
After 5 Years          $  953  $  956  $  948      $411      $  729  $  573   $402    $384  
After 10 Years         $1,615  $1,710  $2,080      $938      $1,633  $1,296   $916    $872  
--------------------------------------------------------------------------------------------

For the share classes listed below, you would pay the following expenses if you 
did not redeem your shares at the end of the period:                            

                                                                [Download Table]

                                                                CLASS B CLASS C
-------------------------------------------------------------------------------
                                                                               
After 1 Year                                                    $  163  $  163 
After 3 Years                                                   $  547  $  543 
After 5 Years                                                   $  956  $  948 
After 10 Years                                                  $1,710  $2,080 
-------------------------------------------------------------------------------

PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 198% of the average value of its portfolio.                   

PRINCIPAL STRATEGIES                                                            
The Fund invests, under normal circumstances, at least 80% of its net assets in 
fixed-income securities. The Fund expects to invest in readily marketable       
fixed-income securities with a range of maturities from short- to long-term and 
relatively attractive yields that do not involve undue risk of loss of capital. 
The Fund expects to invest in fixed-income securities with a dollar-weighted    
average maturity of between three to ten years and an average duration of three 
to six years. The Fund may invest up to 25% of its net assets in below          
investment grade bonds. The Fund may use leverage for investment purposes.      

The Fund may invest without limit in U.S. Dollar-denominated foreign            
fixed-income securities and may invest up to 25% of its assets in               
non-U.S. Dollar-denominated foreign fixed-income securities. These investments  
may include, in each case, developed and emerging market debt securities.       

The Adviser selects securities for purchase or sale based on its assessment of  
the securities' risk and return characteristics as well as the securities'      
impact on the overall risk and return characteristics of the Fund. In making    
this assessment, the Adviser takes into account various factors, including the  
credit quality and sensitivity to interest rates of the securities under        
consideration and of the Fund's other holdings.                                 

The Fund may invest in mortgage-related and other asset-backed securities, loan 
participations, inflation-protected securities, structured securities,          
variable, floating, and inverse floating-rate instruments and preferred stock,  
and may use other investment techniques. The Fund intends, among other things,  
to enter into transactions such as reverse repurchase agreements and dollar     
rolls. The Fund may invest, without limit, in derivatives, such as options,     
futures contracts, forwards, or swaps.                                          

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the stock or  
 bond market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
obligations. The issuer or guarantor                                      

                                                                           5

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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.                           

..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
 volatility due to such factors as specific corporate developments, negative
perceptions of the junk bond market generally and less secondary market   
liquidity.                                                                

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

..  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 if the Fund invests a significant portion of its assets in        
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 less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

..  PREPAYMENT RISK: The value of mortgage-related or asset-backed securities   
  may be particularly sensitive to changes in prevailing interest rates. Early
payments of principal on some mortgage-related securities may occur during
periods of falling mortgage interest rates and expose the Fund to a lower 
rate of return upon reinvestment of principal. Early payments associated  
with mortgage-related securities cause these securities to experience     
significantly greater price and yield volatility than is experienced by   
traditional fixed-income securities. During periods of rising interest    
rates, a reduction in prepayments may increase the effective life of      
mortgage-related securities, subjecting them to greater risk of decline in
market value in response to rising interest rates. If the life of a       
mortgage-related security is inaccurately predicted, the Fund may not be  
able to realize the rate of return it expected.                           

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

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

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes, additional 
regulatory requirements and capital and risk restraints that have led to  
 reduced inventories. Liquidity risk may be higher in a rising interest rate
environment, when the value and liquidity of fixed-income securities      
generally decline.                                                        

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed from year to year over ten years; and    

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

6                                                                               

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You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06       07       08       09      10      11     12     13      14      15 
-----    -----    ------   ------   -----   -----  -----  ------  -----  ------ 
3.97%    5.68%    -8.26%   19.18%   9.20%   6.39%  5.57%  -1.59%  6.61%  -0.03% 

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 7.86%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN        
-4.57%, 3RD QUARTER, 2008.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                            1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------
                                                                                                   
Class A*       Return Before Taxes                                          -4.30%  2.43%   4.00%  
               --------------------------------------------------------------------------- --------
               Return After Taxes on Distributions                          -5.68%  1.14%   2.56%  
               --------------------------------------------------------------------------- --------
               Return After Taxes on Distributions and Sale of Fund Shares  -2.43%  1.32%   2.51%  
---------------------------------------------------------------------------------------------------
Class B        Return Before Taxes                                          -3.74%  2.61%   4.08%  
---------------------------------------------------------------------------------------------------
Class C        Return Before Taxes                                          -1.72%  2.62%   3.73%  
---------------------------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                                           0.15%  3.63%   4.76%  
---------------------------------------------------------------------------------------------------
Class R        Return Before Taxes                                          -0.26%  3.12%   4.23%  
---------------------------------------------------------------------------------------------------
Class K        Return Before Taxes                                          -0.01%  3.39%   4.49%  
---------------------------------------------------------------------------------------------------
Class I        Return Before Taxes                                           0.15%  3.63%   4.75%  
---------------------------------------------------------------------------------------------------
Class Z        Return Before Taxes                                           0.14%  3.63%   4.76%  
---------------------------------------------------------------------------------------------------
Barclays U.S. Aggregate Bond Index                                                                 
(reflects no deduction for fees, expenses, or taxes)                         0.55%  3.25%   4.51%  
---------------------------------------------------------------------------------------------------

*  After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

                                                                           7

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INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE   TITLE                                
-----------------------------------------------------------------------------
                                                                             
Michael S. Canter   Since January 2016  Senior Vice President of the Adviser 

Paul J. DeNoon      Since 2009          Senior Vice President of the Adviser 

Shawn E. Keegan     Since 2005          Vice President of the Adviser        

Douglas J. Peebles  Since 2007          Senior Vice President of the Adviser 

Greg J. Wilensky    Since 2005          Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

8                                                                               

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AB GLOBAL BOND FUND                                                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to generate current income consistent with   
preservation of capital.                                                        

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                                CLASS B SHARES                                 CLASS    
                                                   CLASS A  (NOT CURRENTLY OFFERED CLASS C   ADVISOR CLASS R, K, I AND Z
                                                   SHARES     TO NEW INVESTORS)    SHARES       SHARES        SHARES    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases                                                                        
(as a percentage of offering price)                 4.25%           None            None         None          None     
------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                                                    
(as a percentage of offering price or redemption                                                                        
proceeds, whichever is lower)                       None(a)         3.00%(b)        1.00%(c)     None          None     
------------------------------------------------------------------------------------------------------------------------
Exchange Fee                                        None            None            None         None          None     
------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                        [Enlarge/Download Table]

                                          CLASS A  CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Management Fees                            .48%      .48%    .48%      .48%        .48%   .48%    .48%    .48%  
Distribution and/or Service (12b-1) Fees   .25%     1.00%   1.00%      None        .50%   .25%    None    None  
Other Expenses:                                                                                                 
  Transfer Agent                           .08%      .12%    .09%      .08%        .26%   .19%    .07%    .02%  
  Other Expenses                           .04%      .03%    .03%      .04%        .03%   .03%    .04%    .03%  
                                           ----     -----   -----      ----       -----   ----    ----    ----  
Total Other Expenses                       .12%      .15%    .12%      .12%        .29%   .22%    .11%    .05%  
                                           ----     -----   -----      ----       -----   ----    ----    ----  
Total Annual Fund Operating Expenses       .85%(d)  1.63%   1.60%      .60%       1.27%   .95%    .59%    .53%  
                                           ====     =====   =====      ====       =====   ====    ====    ====  
----------------------------------------------------------------------------------------------------------------

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

(b)Class B shares automatically convert to Class A shares after six years. The  
CDSC decreases over time. For Class B shares, the CDSC decreases 1.00%    
annually to 0% after the third year.                                      

(c)For Class C shares, the CDSC is 0% after the first year.                     

(d)Net expenses have been restated to reflect current expenses.                 

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

                                                        [Enlarge/Download Table]

                CLASS A CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
-------------------------------------------------------------------------------------
                                                                                     
After 1 Year    $  508  $  466  $  263      $ 61      $  129  $   97   $ 60    $ 54  
After 3 Years   $  685  $  614  $  505      $192      $  403  $  303   $189    $170  
After 5 Years   $  876  $  887  $  871      $335      $  697  $  525   $329    $296  
After 10 Years  $1,429  $1,533  $1,900      $750      $1,534  $1,166   $738    $665  
-------------------------------------------------------------------------------------

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For the share classes listed below, you would pay the following expenses if you 
did not redeem your shares at the end of the period:                            

                                                        [Enlarge/Download Table]

                                                                       CLASS B CLASS C
--------------------------------------------------------------------------------------
                                                                                      
After 1 Year                                                           $  166  $  163 
After 3 Years                                                          $  514  $  505 
After 5 Years                                                          $  887  $  871 
After 10 Years                                                         $1,533  $1,900 
--------------------------------------------------------------------------------------

PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 167% of the average value of its portfolio.                   

PRINCIPAL STRATEGIES                                                            
The Fund invests, under normal circumstances, at least 80% of its net assets in 
fixed-income securities. Under normal market conditions, the Fund invests       
significantly in fixed-income securities of non-U.S. companies. In addition,    
the Fund invests, under normal circumstances, in the fixed-income securities of 
companies located in at least three countries. The Fund may invest in a broad   
range of fixed-income securities in both developed and emerging markets. The    
Fund may invest across all fixed-income sectors, including U.S. and non-U.S.    
Government and corporate debt securities. The Fund's investments may be         
denominated in local currency or U.S. Dollar-denominated. The Fund may invest   
in debt securities with a range of maturities from short- to long-term. The     
Fund may use borrowings or other leverage for investment purposes.              

The Adviser selects securities for purchase or sale based on its assessment of  
the securities' risk and return characteristics as well as the securities'      
impact on the overall risk and return characteristics of the Fund. In making    
this assessment, the Adviser takes into account various factors, including the  
credit quality and sensitivity to interest rates of the securities under        
consideration and of the Fund's other holdings.                                 

The Adviser will actively manage the Fund's assets in relation to market        
conditions and general economic conditions and adjust the Fund's investments in 
an effort to best enable the Fund to achieve its investment objective. Thus,    
the percentage of the Fund's assets invested in a particular country or         
denominated in a particular currency will vary in accordance with the Adviser's 
assessment of the relative yield and appreciation potential of such securities  
and the relationship of the country's currency to the U.S. Dollar.              

Under normal circumstances, the Fund invests at least 75% of its net assets in  
fixed-income securities rated investment grade at the time of investment and    
may invest up to 25% of its net assets in below investment grade fixed-income   
securities (commonly known as "junk bonds").                                    

The Fund may invest in mortgage-related and other asset-backed securities, loan 
participations, inflation-protected securities, structured securities,          
variable, floating, and inverse floating-rate instruments and preferred stock,  
and may use other investment techniques. The Fund intends, among other things,  
to enter into transactions such as reverse repurchase agreements and dollar     
rolls. The Fund may invest, without limit, in derivatives, such as options,     
futures contracts, forwards, or swaps.                                          

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the stock or  
 bond market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates are have begun    
 rising. Interest rate risk is generally greater for fixed-income securities
with longer maturities or durations.                                      

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
  obligations. The issuer or guarantor may default, causing a loss of the full
 principal amount of a security 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.                                                                 

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..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
 volatility due to such factors as specific corporate developments, negative
perceptions of the junk bond market generally and less secondary market   
liquidity.                                                                

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

..  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 if the Fund invests a significant portion of its assets in        
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 less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

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

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

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemption of Fund shares. Foreign     
fixed-income securities may have more liquidity risk because secondary    
 trading markets for these securities may be smaller and less well-developed
and the securities may trade less frequently. Liquidity risk may be higher
in a rising interest rate environment, when the value and liquidity of    
fixed-income securities generally decline.                                

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed from year to year over ten years; and    

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

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

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BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06       07       08      09       10     11      12      13      14      15
 -----   -----   -------  ------    -----  -----   -----  ------   -----   -----
 6.57%   9.90%   -10.71%  23.96%    9.53%  4.44%   7.03%  -2.15%   6.92%   0.48%

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 11.30%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-5.57%, 4TH QUARTER, 2008.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                              1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------
                                                                                                     
Class A*         Return Before Taxes                                          -3.75%  2.39%   4.80%  
                 --------------------------------------------------------------------------- --------
                 Return After Taxes on Distributions                          -5.24%  0.92%   3.08%  
                 --------------------------------------------------------------------------- --------
                 Return After Taxes on Distributions and Sale of Fund Shares  -2.12%  1.25%   3.04%  
-----------------------------------------------------------------------------------------------------
Class B          Return Before Taxes                                          -3.28%  2.54%   4.83%  
-----------------------------------------------------------------------------------------------------
Class C          Return Before Taxes                                          -1.31%  2.52%   4.50%  
-----------------------------------------------------------------------------------------------------
Advisor Class**  Return Before Taxes                                           0.66%  3.59%   5.55%  
-----------------------------------------------------------------------------------------------------
Class R**        Return Before Taxes                                          -0.01%  2.92%   5.03%  
-----------------------------------------------------------------------------------------------------
Class K**        Return Before Taxes                                           0.30%  3.27%   5.28%  
-----------------------------------------------------------------------------------------------------
Class I**        Return Before Taxes                                           0.67%  3.60%   5.58%  
-----------------------------------------------------------------------------------------------------
Class Z**        Return Before Taxes                                           0.72%  3.66%   5.64%  
-----------------------------------------------------------------------------------------------------
Barclays Global Aggregate Bond Index (U.S. hedged)                                                   
(reflects no deduction for fees, expenses, or taxes)                           1.02%  3.87%   4.36%  
-----------------------------------------------------------------------------------------------------

*  After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

** Inception date of Class R, Class K, Class I and Advisor Class shares:        
11/5/07, and Class Z shares: 10/15/13. Performance information for periods
  prior to the inception of Advisor Class, Class R, Class K, Class I and Class
Z shares is the performance of the Fund's Class A shares, adjusted to     
  reflect the net expense differences between Class A and Advisor Class, Class
R, Class K, Class I and Class Z shares, respectively.                     

INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE             LENGTH OF SERVICE  TITLE                                
-----------------------------------------------------------------------------
                                                                             
Paul J. DeNoon          Since 2002      Senior Vice President of the Adviser 

Scott A. DiMaggio       Since 2005      Senior Vice President of the Adviser 

Douglas J. Peebles      Since 1992      Senior Vice President of the Adviser 

Matthew S. Sheridan     Since 2007      Senior Vice President of the Adviser 

12                                                                              

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ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

                                                                            13

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ABSOLUTE RETURN                                                                 
--------------------------------------------------------------------------------

AB CREDIT LONG/SHORT PORTFOLIO                                                  
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to seek absolute return over a full market   
cycle.                                                                          

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                        CLASS A  CLASS C   ADVISOR CLASS
                                                        SHARES   SHARES       SHARES    
----------------------------------------------------------------------------------------
                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases                                        
(as a percentage of offering price)                      4.25%    None         None     
----------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                    
(as a percentage of offering price or redemption                                        
proceeds, whichever is lower)                            None(a)  1.00%(b)     None     
----------------------------------------------------------------------------------------
Exchange Fee                                             None     None         None     
----------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                                [Download Table]

                                                 CLASS A CLASS C ADVISOR CLASS
------------------------------------------------------------------------------
                                                                              
Management Fees                                     .90%    .90%       .90%   
Distribution and/or Service (12b-1) Fees            .25%   1.00%       None   
Other Expenses:                                                               
 Transfer Agent                                     .09%    .11%       .09%   
 Interest Dividend Expense, Borrowing Costs and                               
   Brokerage Expense on Securities Sold Short      3.67%   3.68%      3.57%   
 Other Expenses                                    2.37%   2.39%      2.35%   
                                                 ------- -------    -------   
Total Other Expenses                               6.13%   6.18%      6.01%   
                                                 ------- -------    -------   
Total Annual Fund Operating Expenses               7.28%   8.08%      6.91%   
                                                 ======= =======    =======   
Fee Waiver and/or Expense Reimbursement(c)       (2.26)% (2.30)%    (2.24)%   
                                                 ------- -------    -------   
Total Annual Fund Operating Expenses After Fee                                
 Waiver and/or Expense Reimbursement               5.02%   5.78%      4.67%   
                                                 ======= =======    =======   
------------------------------------------------------------------------------

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

(b)For Class C shares, the CDSC is 0% after the first year.                     

(c)The Adviser has contractually agreed to waive its management fees and/or to  
bear expenses of the Fund through January 31, 2017 to the extent necessary
  to prevent total Fund operating expenses (excluding expenses associated with
securities sold short, acquired fund fees and expenses other than the     
 advisory fees of any AB Mutual Funds in which the Fund may invest, interest
 expense, taxes, extraordinary expenses, and brokerage commissions and other
 transaction costs), on an annualized basis, from exceeding 1.35%, 2.10% and
1.10% of average daily net assets, respectively, for Class A, Class C and 
Advisor Class shares ("expense limitations"). Any fees waived and expenses
borne by the Adviser may be reimbursed by the Fund until the end of the   
  third fiscal year after the fiscal period in which the fee was waived or the
 expense was borne, provided that no reimbursement payment will be made that
would cause the Fund's Total Annual Fund Operating Expenses to exceed the 
expense limitations.                                                      

EXAMPLES                                                                        
The Examples are intended to help you compare the cost of investing in the Fund 
with the cost of investing in other mutual funds. The Examples assume that you  
invest $10,000 in the Fund for the time periods indicated and then redeem all   
of your shares at the end of those periods. The Examples also assume that your  
investment has a 5% return each year, that the Fund's operating expenses        

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stay the same and that the fee waiver is in effect for only the first year.     
Although your actual costs may be higher or lower, based on these assumptions   
your costs would be:                                                            

                                                                [Download Table]

                                                   CLASS A CLASS C ADVISOR CLASS
--------------------------------------------------------------------------------
                                                                                
After 1 Year                                       $  906  $  676*    $  468    
After 3 Years                                      $2,268  $2,130     $1,828    
After 5 Years                                      $3,569  $3,590     $3,137    
After 10 Years                                     $6,570  $6,865     $6,196    
--------------------------------------------------------------------------------

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

PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 147% of the average value of its portfolio.                   

PRINCIPAL STRATEGIES                                                            
At least 80% of the Fund's net assets will under normal circumstances be        
invested in long and short positions in credit-related instruments. For         
purposes of this 80% requirement, credit-related instruments will include any   
type of fixed-income security, such as corporate bonds, convertible             
fixed-income securities, preferred stocks, U.S. government and agency           
securities, securities of foreign governments and supranational entities,       
mortgage-related and asset-backed securities, and loan participations. It is    
expected that a substantial portion of the Fund's long and short positions will 
relate to fixed-income securities rated below investment grade (commonly known  
as "junk bonds").                                                               

In selecting securities for purchase or sale by the Fund and securities for the 
Fund to take short positions in, the Adviser will attempt to take advantage of  
inefficiencies that it believes exist in the global debt markets. These         
inefficiencies arise from investor behavior, market complexity, and the         
investment limitations to which investors are subject. The Adviser will combine 
quantitative analysis with fundamental credit and economic research in seeking  
to exploit these inefficiencies.                                                

Under normal market conditions, the net exposure of the Fund (long exposure     
minus short exposure) will range between 150% and -150%. For example, the Fund  
may hold long positions in fixed-income securities with a value equal to 95% of 
its net assets and hold short positions equal to 75% of its net assets,         
resulting in 20% net long exposure. The Fund may also take long and short       
positions in equity securities.                                                 

Short positions may be effectuated through derivative instruments or through    
conventional short sales. When the Fund sells securities short, it sells a      
security that it does not own (but has borrowed) at its current market price in 
anticipation that the price of the security will decline. To complete, or close 
out, the short sale transaction, the Fund buys the same security in the market  
at a later date and returns it to the lender. The Adviser expects that the      
Fund's long positions will be effectuated both through derivatives and actual   
purchases of fixed-income securities. The Fund may invest in fixed-income       
securities with a range of maturities from short- to long-term, and expects to  
maintain a weighted average duration of between -3 and 6 years. The Fund would  
have a negative duration when the Adviser expects the value of the Fund's       
assets to increase as interest rates rise.                                      

While the Fund's investments will be focused on U.S. dollar-denominated         
securities, the Fund may invest to a lesser extent in securities denominated in 
foreign currencies. Fluctuations in currency exchange rates can have a dramatic 
impact on the returns of fixed-income securities. While the Adviser may hedge   
the foreign currency exposure resulting from the Fund's security positions      
through the use of currency-related derivatives, it is not required to do so.   
The Fund may take long and short positions in currencies (or related            
derivatives) independent of any such security positions, including taking a     
position in a currency when it does not hold any securities denominated in that 
currency.                                                                       

The Fund expects to use derivatives, such as options, futures contracts,        
forwards and swaps, to a significant extent. Derivatives may provide a more     
efficient and economical exposure to market segments than direct investments,   
and may also be a more efficient way to alter the Fund's exposure. The Fund     
may, for example, use credit default, interest rate and total return swaps to   
establish exposure to the fixed-income markets or particular fixed-income       
securities and, as noted above, may use currency derivatives to hedge foreign   
currency exposure.                                                              

The Fund may borrow money and enter into transactions such as reverse           
repurchase agreements that are similar to borrowings (in addition to the        
borrowing of securities inherent in short sale transactions) for investment     
purposes. As a result of these borrowing transactions and the use of            
derivatives, the Fund will at times be highly leveraged, with aggregate         
exposure (long and short) substantially in excess of its net assets.            

                                                                            15

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

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the bond or   
  stock market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
  obligations. The issuer or guarantor may default, causing a loss of the full
 principal amount of a security 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.                                                                 

..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
 volatility due to such factors as specific corporate developments, negative
perceptions of the junk bond market generally and less secondary market   
liquidity.                                                                

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

..  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 if the Fund invests a significant portion of its assets in        
fixed-income securities with longer maturities.                           

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

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

..  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.                                              

..  FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may  
  involve more risk than those of U.S. issuers. These securities may fluctuate
  more widely in price and may be less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

..  DIVERSIFICATION RISK: The Fund may have more risk because it is             
"non-diversified", meaning that it can invest more of its assets in a     
smaller number of issuers. Accordingly, changes in the value of a single  
  security may have a more significant effect, either negative or positive, on
the Fund's NAV.                                                           

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes,            

16                                                                              

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additional regulatory requirements and capital and risk restraints that have
 led to reduced inventories. Liquidity risk may be higher in a rising interest
rate environment, when the value and liquidity of fixed-income securities   
generally decline.                                                          

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed over the life of the Fund; and           

..  how the Fund's average annual returns for one year and since inception      
compare to those of a broad-based securities market index.                

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06      07      08      09      10      11      12       13       14       15 
-----   -----   -----   -----   -----   -----   -----    -----    -----   ------
 n/a     n/a     n/a     n/a     n/a     n/a     n/a      n/a      n/a    -0.52%

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 0.71%, 2ND QUARTER, 2015; AND WORST QUARTER WAS DOWN        
-0.61%, 3RD QUARTER, 2015.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                                     SINCE   
                                                                            1 YEAR INCEPTION*
---------------------------------------------------------------------------------------------
                                                                                             
Class A**      Return Before Taxes                                          -4.78%   -3.15%  
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions                          -4.97%   -3.56%  
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions and Sale of Fund Shares  -2.69%   -2.56%  
---------------------------------------------------------------------------------------------
Class C        Return Before Taxes                                          -2.19%   -1.29%  
---------------------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                                          -0.28%   -0.33%  
---------------------------------------------------------------------------------------------
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index                                          
(reflects no deduction for fees, expenses or taxes)                          0.05%    0.04%  
---------------------------------------------------------------------------------------------

*  Inception date for all Classes is 05/7/14.                                   

** After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

                                                                            17

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INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE                LENGTH OF SERVICE  TITLE                                
--------------------------------------------------------------------------------
                                                                                
Gershon M. Distenfeld      Since 2014      Senior Vice President of the Adviser 

Sherif M. Hamid            Since 2014      Vice President of the Adviser        

Ivan Rudolph-Shabinsky     Since 2014      Senior Vice President of the Adviser 

Robert Schwartz            Since 2014      Senior Vice President of the Adviser 

Ashish C. Shah             Since 2014      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

18                                                                              

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AB UNCONSTRAINED BOND FUND                                                      
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to generate current income consistent with   
preservation of capital.                                                        

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                                CLASS B SHARES                                 CLASS    
                                                   CLASS A  (NOT CURRENTLY OFFERED CLASS C   ADVISOR CLASS R, K, I AND Z
                                                   SHARES     TO NEW INVESTORS)    SHARES       SHARES        SHARES    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases                                                                        
(as a percentage of offering price)                 4.25%           None            None         None          None     
------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                                                    
(as a percentage of offering price or redemption                                                                        
proceeds, whichever is lower)                       None(a)         4.00%(b)        1.00%(c)     None          None     
------------------------------------------------------------------------------------------------------------------------
Exchange Fee                                        None            None            None         None          None     
------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                        [Enlarge/Download Table]

                                                   CLASS A CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Management Fees                                      .50%    .50%    .50%       .50%       .50%    .50%    .50%    .50% 
Distribution and/or Service (12b-1) Fees             .25%   1.00%   1.00%       None       .50%    .25%    None    None 
Other Expenses:                                                                                                         
 Transfer Agent                                      .07%    .07%    .07%       .07%       .25%    .16%    .08%    .02% 
 Other Expenses                                      .19%    .19%    .20%       .19%       .21%    .21%    .20%    .28% 
                                                   ------  ------  ------     ------     ------  ------  ------  ------ 
Total Other Expenses                                 .26%    .26%    .27%       .26%       .46%    .37%    .28%    .30% 
                                                   ------  ------  ------     ------     ------  ------  ------  ------ 
Total Annual Fund Operating Expenses                1.01%   1.76%   1.77%       .76%      1.46%   1.12%    .78%    .80% 
                                                   ======  ======  ======     ======     ======  ======  ======  ====== 
Fee Waiver and/or Expense Reimbursement(d)         (.11)%  (.11)%  (.12)%     (.11)%     (.31)%  (.22)%  (.13)%  (.15)% 
                                                   ------  ------  ------     ------     ------  ------  ------  ------ 
Total Annual Fund Operating Expenses After Fee                                                                          
 Waiver and/or Expense Reimbursement(e)              .90%   1.65%   1.65%       .65%      1.15%    .90%    .65%    .65% 
                                                   ======  ======  ======     ======     ======  ======  ======  ====== 
------------------------------------------------------------------------------------------------------------------------

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

(b)Class B shares automatically convert to Class A shares after eight years.    
The CDSC decreases over time. For Class B shares, the CDSC decreases 1.00%
annually to 0% after the fourth year.                                     

(c)For Class C shares, the CDSC is 0% after the first year.                     

(d)The fee waiver and/or expense reimbursements will remain in effect until     
January 31, 2017 and will continue thereafter from year to year unless the
Adviser provides notice of termination 60 days prior to that date.        

(e)Waivers and net expenses have been restated to reflect current expenses.     

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

                                                        [Enlarge/Download Table]

                CLASS A CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
-------------------------------------------------------------------------------------
                                                                                     
After 1 Year    $  513  $  568  $  268      $ 66      $  117  $   92   $ 66    $ 66  
After 3 Years   $  722  $  743  $  546      $232      $  431  $  334   $236    $240  
After 5 Years   $  949  $  944  $  948      $412      $  768  $  596   $420    $429  
After 10 Years  $1,599  $1,866  $2,074      $932      $1,720  $1,343   $954    $976  
-------------------------------------------------------------------------------------

                                                                            19

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For the share classes listed below, you would pay the following expenses if you 
did not redeem your shares at the end of the period:                            

                                                                [Download Table]

                                                                  CLASS B CLASS C
---------------------------------------------------------------------------------
                                                                                 
After 1 Year                                                      $  168  $  168 
After 3 Years                                                     $  543  $  546 
After 5 Years                                                     $  944  $  948 
After 10 Years                                                    $1,866  $2,074 
---------------------------------------------------------------------------------

PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 149% of the average value of its portfolio.                   

PRINCIPAL STRATEGIES                                                            
The Fund invests, under normal circumstances, at least 80% of its net assets in 
fixed-income securities and derivatives related to fixed-income securities. The 
Fund employs a dynamic risk allocation, meaning that the Fund's risk profile    
may vary significantly over time based upon market conditions. The Fund invests 
in a portfolio that includes fixed-income securities of U.S. and non-U.S.       
companies and U.S. and non-U.S. Government securities and supranational         
entities, including lower-rated securities.                                     

The Fund may invest in debt securities with a range of maturities from short-   
to long-term. The Fund expects that its average portfolio duration will vary    
normally from negative 3 years to positive 7 years, depending upon the          
Adviser's forecast of interest rates and assessment of market risks generally.  
Duration is a measure of a fixed-income security's sensitivity to changes in    
interest rates. The value of a fixed-income security with positive duration     
will decline if interest rates increase. Conversely, the value of a             
fixed-income security with negative duration will increase as interest rates    
increase. The Fund will seek to achieve negative duration through the use of    
derivatives, such as futures and total return swaps.                            

The Adviser selects securities for purchase or sale based on its assessment of  
the securities' risk and return characteristics as well as the securities'      
impact on the overall risk and return characteristics of the Fund. In making    
this assessment, the Adviser takes into account various factors, including the  
credit quality and sensitivity to interest rates of the securities under        
consideration and of the Fund's other holdings.                                 

The Fund typically maintains at least 50% of its net assets in investment grade 
securities. The Fund may invest up to 50% of its net assets in below investment 
grade securities, such as corporate high-yield fixed-income securities,         
sovereign debt obligations and fixed-income securities of issuers located in    
emerging markets.                                                               

The Fund may also invest in mortgage-related and other asset-backed securities, 
loan participations, inflation-protected securities, structured securities,     
variable, floating, and inverse floating-rate instruments and preferred stock,  
and may use other investment techniques. The Fund may make short sales of       
securities or currencies or maintain a short position. The Fund may use         
borrowings or other leverage for investment purposes. The Fund intends, among   
other things, to enter into transactions such as reverse repurchase agreements  
and dollar rolls. The Fund may utilize, without limit, derivatives, such as     
options, futures contracts, forwards, or swaps, including those on fixed-income 
and equity securities and foreign currencies.                                   

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the stock or  
 bond market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as to the recent    
period of historically low rates is beginning to end and rates have begun 
 rising. Interest rate risk is generally greater for fixed-income securities
with longer maturities or durations.                                      

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
  obligations. The issuer or guarantor may default, causing a loss of the full
 principal amount of a security 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.                                                                 

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..  BELOW INVESTMENT GRADE SECURITIES RISK: Investments in fixed-income         
 securities with lower ratings (commonly known as "junk bonds") tend to have
  a higher probability that an issuer will default or fail to meet its payment
  obligations. These securities may be subject to greater price volatility due
 to such factors as specific corporate developments, negative perceptions of
the junk bond market generally and less secondary market liquidity.       

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

..  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 if the Fund invests a significant portion of its assets in        
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 less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

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

..  PREPAYMENT RISK: The value of mortgage-related or asset-backed securities   
  may be particularly sensitive to changes in prevailing interest rates. Early
payments of principal on some mortgage-related securities may occur during
periods of falling mortgage interest rates and expose the Fund to a lower 
rate of return upon reinvestment of principal. Early payments associated  
with mortgage-related securities cause these securities to experience     
significantly greater price and yield volatility than is experienced by   
traditional fixed-income securities. During periods of rising interest    
rates, a reduction in prepayments may increase the effective life of      
mortgage-related securities, subjecting them to greater risk of decline in
market value in response to rising interest rates. If the life of a       
mortgage-related security is inaccurately predicted, the Fund may not be  
able to realize the rate of return it expected.                           

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

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes, additional 
regulatory requirements and capital and risk restraints that have led to  
 reduced inventories. Liquidity risk may be higher in a rising interest rate
environment, when the value and liquidity of fixed-income securities      
generally decline.                                                        

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed from year to year over ten years; and    

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

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

                                                                            21

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IN FEBRUARY 2011, THE FUND CHANGED ITS NAME FROM ALLIANCEBERNSTEIN DIVERSIFIED  
YIELD FUND TO ALLIANCEBERNSTEIN UNCONSTRAINED BOND FUND AND ALSO CHANGED        
CERTAIN OF ITS INVESTMENT POLICIES. AS A RESULT, THE PERFORMANCE SHOWN BELOW    
FOR PERIODS PRIOR TO FEBRUARY 2011 MAY NOT BE REPRESENTATIVE OF THE FUND'S      
PERFORMANCE UNDER ITS CURRENT INVESTMENT POLICIES.                              

BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06      07        08      09      10       11      12     13     14      15 
-----    -----   -------  ------   -----    -----   -----  -----  -----  ------ 
4.46%    6.38%   -16.52%  19.20%   7.38%    2.07%   9.89%  0.16%  1.49%  -0.84% 

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 8.57%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN        
-9.62%, 4TH QUARTER, 2008.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                                [Download Table]

                                                        1 YEAR 5 YEARS 10 YEARS
-------------------------------------------------------------------------------
                                                                               
Class A*       Return Before Taxes                      -5.01%  1.59%   2.55%  
               --------------------------------------------------------------- 
               Return After Taxes on Distributions      -6.00%  0.62%   1.41%  
               --------------------------------------------------------------- 
               Return After Taxes on Distributions and                         
               Sale of Fund Shares                      -2.81%  0.86%   1.53%  
-------------------------------------------------------------------------------
Class B        Return Before Taxes                      -5.30%  1.80%   2.44%  
-------------------------------------------------------------------------------
Class C        Return Before Taxes                      -2.49%  1.81%   2.29%  
-------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                      -0.54%  2.77%   3.28%  
-------------------------------------------------------------------------------
Class R        Return Before Taxes                      -0.98%  2.30%   2.78%  
-------------------------------------------------------------------------------
Class K        Return Before Taxes                      -0.78%  2.53%   3.06%  
-------------------------------------------------------------------------------
Class I        Return Before Taxes                      -0.42%  2.84%   3.33%  
-------------------------------------------------------------------------------
Class Z        Return Before Taxes                      -0.49%  2.81%   3.31%  
-------------------------------------------------------------------------------
BofA Merrill Lynch 3-Month T-Bill Index (reflects no                           
deduction for fees, expenses, or taxes)                  0.05%  0.07%   1.24%  
-------------------------------------------------------------------------------
Barclays Global Aggregate Bond Index (U.S. hedged)                             
(reflects no deduction for fees, expenses, or taxes)     1.02%  3.87%   4.36%  
-------------------------------------------------------------------------------

*  After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

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INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE               LENGTH OF SERVICE    TITLE                                
---------------------------------------------------------------------------------
                                                                                 
Scott A. DiMaggio      Since January 2016   Senior Vice President of the Adviser 

Gershon M. Distenfeld  Since January 2016   Senior Vice President of the Adviser 

Douglas J. Peebles     Since 1996           Senior Vice President of the Adviser 

Dimitri Silva          Since February 2015  Vice President of the Adviser        

John Taylor            Since January 2016   Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

                                                                            23

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HIGH INCOME                                                                     
--------------------------------------------------------------------------------

AB HIGH INCOME FUND                                                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to seek to maximize total returns from price 
appreciation and income.                                                        

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                                CLASS B SHARES                                 CLASS    
                                                   CLASS A  (NOT CURRENTLY OFFERED CLASS C   ADVISOR CLASS R, K, I AND Z
                                                   SHARES     TO NEW INVESTORS)    SHARES       SHARES        SHARES    
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Maximum Sales Charge (Load) Imposed on Purchases                                                                        
(as a percentage of offering price)                 4.25%           None            None         None          None     
------------------------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                                                    
(as a percentage of offering price or redemption                                                                        
proceeds, whichever is lower)                       None(a)         3.00%(b)        1.00%(c)     None          None     
------------------------------------------------------------------------------------------------------------------------
Exchange Fee                                        None            None            None         None          None     
------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                        [Enlarge/Download Table]

                                                   CLASS A  CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Management Fees                                     .46%      .46%    .46%      .46%        .46%   .46%    .46%    .46%  
Distribution and/or Service (12b-1) Fees            .25%     1.00%   1.00%      None        .50%   .25%    None    None  
Other Expenses:                                                                                                          
 Transfer Agent                                     .09%      .12%    .09%      .09%        .26%   .18%    .04%    .02%  
 Other Expenses                                     .05%      .05%    .05%      .05%        .05%   .05%    .04%    .05%  
                                                    ----     -----   -----      ----       -----   ----    ----    ----  
Total Other Expenses                                .14%      .17%    .14%      .14%        .31%   .23%    .08%    .07%  
                                                    ----     -----   -----      ----       -----   ----    ----    ----  
Total Annual Fund Operating Expenses                .85%(d)  1.63%   1.60%      .60%       1.27%   .94%    .54%    .53%  
                                                    ====     =====   =====      ====       =====   ====    ====    ====  
-------------------------------------------------------------------------------------------------------------------------

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

(b)Class B shares automatically convert to Class A shares after six years. The  
CDSC decreases over time. For Class B shares, the CDSC decreases 1.00%    
annually to 0% after the third year.                                      

(c)For Class C shares, the CDSC is 0% after the first year.                     

(d)Net expenses have been restated to reflect current expenses.                 

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

                                                        [Enlarge/Download Table]

                CLASS A CLASS B CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
-------------------------------------------------------------------------------------
                                                                                     
After 1 Year    $  508  $  466  $  263      $ 61      $  129  $   96   $ 55    $ 54  
After 3 Years   $  685  $  614  $  505      $192      $  403  $  300   $173    $170  
After 5 Years   $  876  $  887  $  871      $335      $  697  $  520   $302    $296  
After 10 Years  $1,429  $1,533  $1,900      $750      $1,534  $1,155   $677    $665  
-------------------------------------------------------------------------------------

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For the share classes listed below, you would pay the following expenses if you 
did not redeem your shares at the end of the period:                            

                                                                [Download Table]

                                                                     CLASS B CLASS C
------------------------------------------------------------------------------------
                                                                                    
After 1 Year                                                         $  166  $  163 
After 3 Years                                                        $  514  $  505 
After 5 Years                                                        $  887  $  871 
After 10 Years                                                       $1,533  $1,900 
------------------------------------------------------------------------------------

PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 53% of the average value of its portfolio.                    

PRINCIPAL STRATEGIES                                                            
The Fund pursues income opportunities from government, corporate, emerging      
market and high-yield sources. It has the flexibility to invest in a broad      
range of fixed-income securities in both developed and emerging market          
countries. The Fund's investments may include U.S. and non-U.S. corporate debt  
securities and sovereign debt securities. The Fund may invest, without          
limitation, in either U.S. Dollar-denominated or non-U.S. Dollar-denominated    
fixed-income securities.                                                        

The Adviser selects securities for purchase or sale based on its assessment of  
the securities' risk and return characteristics as well as the securities'      
impact on the overall risk and return characteristics of the Fund. In making    
this assessment, the Adviser takes into account various factors, including the  
credit quality and sensitivity to interest rates of the securities under        
consideration and of the Fund's other holdings.                                 

The Fund may invest in debt securities with a range of maturities from short-   
to long-term. Substantially all of the Fund's assets may be invested in         
lower-rated securities, which may include securities having the lowest rating   
for non-subordinated debt instruments (i.e., rated C by Moody's Investors       
Service ("Moody's) or CCC+ or lower by Standard & Poor's Ratings Services       
("S&P") and Fitch Ratings ("Fitch")) and unrated securities of equivalent       
investment quality. The Fund also may invest in investment grade securities and 
unrated securities.                                                             

The Fund may invest in mortgage-related and other asset-backed securities, loan 
participations, inflation-protected securities, structured securities,          
variable, floating, and inverse floating-rate instruments and preferred stock,  
and may use other investment techniques. The Fund may also make short sales of  
securities or maintain a short position. The Fund may use borrowings or other   
leverage for investment purposes. The Fund intends, among other things, to      
enter into transactions such as reverse repurchase agreements and dollar rolls. 
The Fund may invest, without limit, in derivatives, such as options, futures    
contracts, forwards, or swap agreements.                                        

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the stock or  
 bond market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
  obligations. The issuer or guarantor may default, causing a loss of the full
 principal amount of a security 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.                                                                 

..  BELOW INVESTMENT GRADE SECURITIES RISK: Investments in fixed-income         
 securities with lower ratings (commonly known as "junk bonds") tend to have
  a higher probability that an issuer will default or fail to meet its payment
  obligations. These securities may be subject to greater price volatility due
 to such factors as specific corporate developments, negative perceptions of
the junk bond market generally and less secondary market liquidity.       

                                                                            25

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

..  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 if the Fund invests a significant portion of its assets in        
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 less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

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

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

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes, additional 
regulatory requirements and capital and risk restraints that have led to  
 reduced inventories. Liquidity risk may be higher in a rising interest rate
environment, when the value and liquidity of fixed-income securities      
generally decline.                                                        

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed from year to year over ten years; and    

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

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

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BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06       07      08        09       10     11      12     13     14       15
------   -----   -------   ------   ------  -----  ------  -----  -----   ------
11.85%   7.29%   -26.52%   61.74%   16.80%  2.06%  18.55%  6.61%  3.22%   -3.98%

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 23.96%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-17.75%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                                        1 YEAR  5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Class A*               Return Before Taxes                                               -8.09%  4.13%   7.38%  
                       -------------------------------------------------------------------------------- --------
                       Return After Taxes on Distributions                              -10.80%  1.17%   4.22%  
                       -------------------------------------------------------------------------------- --------
                       Return After Taxes on Distributions and Sale of Fund Shares       -4.52%  1.99%   4.49%  
----------------------------------------------------------------------------------------------------------------
Class B                Return Before Taxes                                               -7.45%  4.26%   7.35%  
----------------------------------------------------------------------------------------------------------------
Class C                Return Before Taxes                                               -5.62%  4.22%   7.01%  
----------------------------------------------------------------------------------------------------------------
Advisor Class**        Return Before Taxes                                               -3.69%  5.35%   8.19%  
----------------------------------------------------------------------------------------------------------------
Class R**              Return Before Taxes                                               -4.23%  4.71%   7.58%  
----------------------------------------------------------------------------------------------------------------
Class K**              Return Before Taxes                                               -4.00%  5.05%   7.90%  
----------------------------------------------------------------------------------------------------------------
Class I**              Return Before Taxes                                               -3.64%  5.40%   8.22%  
----------------------------------------------------------------------------------------------------------------
Class Z**              Return Before Taxes                                               -3.63%  5.40%   8.23%  
----------------------------------------------------------------------------------------------------------------
JPMorgan Emerging Markets Bond Index Global ("EMBI Global") (U.S. Dollar-denominated)                           
(reflects no deduction for fees, expenses, or taxes)                                      1.23%  5.11%   6.72%  
----------------------------------------------------------------------------------------------------------------
JPMorgan Government Bond Index-Emerging Markets ("GBI-EM") (local currency-denominated)                         
(reflects no deduction for fees, expenses, or taxes)                                    -18.02% -3.96%   2.70%  
----------------------------------------------------------------------------------------------------------------
Barclays U.S. Corporate High Yield 2% Issuer Capped Index ("BC High Yield")                                     
(reflects no deduction for fees, expenses, or taxes)                                     -4.43%  5.03%   6.95%  
----------------------------------------------------------------------------------------------------------------
Composite Benchmark (equal weighted blend of EMBI Global, GBI-EM and BC High Yield)#     -7.35%  2.09%   5.58%  
----------------------------------------------------------------------------------------------------------------

*  After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

** Inception date for Class R, Class K, Class I and Advisor Class shares:       
1/28/08, and Class Z shares: 10/15/13. Performance information for periods
prior to the inception of Class R, Class K, Class I, Class Z and Advisor  
Class shares is the performance of the Fund's Class A shares, adjusted to 
reflect the net expense differences between Class A and Class R, Class K, 
Class I, Class Z and Advisor Class shares, respectively.                  

#  The information in the Composite Benchmark shows how the Fund's performance  
compares with the returns of an index of securities similar to those in   
which the Fund invests.                                                   

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INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE               LENGTH OF SERVICE  TITLE                                
-------------------------------------------------------------------------------
                                                                               
Paul J. DeNoon            Since 2002      Senior Vice President of the Adviser 

Gershon M. Distenfeld     Since 2008      Senior Vice President of the Adviser 

Douglas J. Peebles        Since 2002      Senior Vice President of the Adviser 

Marco G. Santamaria       Since 2010      Senior Vice President of the Adviser 

Matthew S. Sheridan       Since 2005      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

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AB LIMITED DURATION HIGH INCOME PORTFOLIO                                       
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to seek the highest level of income that is  
available without assuming what the Adviser considers to be undue risk to       
principal.                                                                      

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                                [Download Table]

                                                   CLASS A  CLASS C   ADVISOR CLASS
                                                   SHARES   SHARES       SHARES    
-----------------------------------------------------------------------------------
                                                                                   
Maximum Sales Charge (Load) Imposed on Purchases                                   
(as a percentage of offering price)                 4.25%    None         None     
-----------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                               
(as a percentage of offering price or redemption                                   
proceeds, whichever is lower)                       None(a)  1.00%(b)     None     
-----------------------------------------------------------------------------------
Exchange Fee                                        None     None         None     
-----------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                                [Download Table]

                                                   CLASS A CLASS C ADVISOR CLASS
--------------------------------------------------------------------------------
                                                                                
Management Fees                                      .60%    .60%       .60%    
Distribution and/or Service (12b-1) Fees             .25%   1.00%       None    
Other Expenses:                                                                 
 Transfer Agent                                      .05%    .05%       .05%    
 Other Expenses                                      .18%    .19%       .19%    
                                                   ------  ------     ------    
Total Other Expenses                                 .23%    .24%       .24%    
                                                   ------  ------     ------    
Total Annual Fund Operating Expenses                1.08%   1.84%       .84%    
                                                   ======  ======     ======    
Fee Waiver and/or Expense Reimbursement(c)         (.03)%  (.04)%     (.04)%    
                                                   ------  ------     ------    
Total Annual Fund Operating Expenses After Fee                                  
 Waiver and/or Expense Reimbursement(d)             1.05%   1.80%       .80%    
                                                   ======  ======     ======    
--------------------------------------------------------------------------------

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

(b)For Class C shares, the CDSC is 0% after the first year.                     

(c)The fee waiver and/or expense reimbursement will remain in effect until      
January 31, 2017 and will continue thereafter from year-to-year unless the
Adviser provides notice of the termination 60 days prior to that date.    

(d)Waivers and net expenses have been restated to reflect current expenses.     

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

                                                                [Download Table]

                                                   CLASS A CLASS C ADVISOR CLASS
--------------------------------------------------------------------------------
                                                                                
After 1 Year                                       $  528  $  283*    $   82    
After 3 Years                                      $  751  $  575     $  264    
After 5 Years                                      $  992  $  992     $  462    
After 10 Years                                     $1,684  $2,155     $1,033    
--------------------------------------------------------------------------------

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

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PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal period, the Fund's portfolio  
turnover rate was 40% of the average value of its portfolio.                    

PRINCIPAL STRATEGIES                                                            
The Fund invests primarily in fixed-income securities, with an emphasis on      
corporate fixed-income securities rated below investment grade (high-yield      
securities or "junk bonds"), unrated securities considered by the Adviser to be 
of comparable quality, and related derivatives. Under normal circumstances, the 
Fund will maintain a dollar-weighted average duration of less than four years,  
although it may invest in individual fixed-income securities with durations in  
excess of four years.                                                           

The Fund may also invest in investment grade fixed-income securities,           
high-yield securities of governments and government-related issuers, loan       
participations and, to a lesser extent, equity securities, and derivatives      
related to these instruments. The Fund will not invest more than 10% of its net 
assets in securities rated at or below Caa1 by Moody's Investors Service        
("Moody's"), CCC+ by Standard & Poor's Ratings Services ("S&P") or CCC by Fitch 
Ratings ("Fitch") at the time of purchase. (For the purpose of this 10% limit,  
the Fund will rely on the highest rating from any of the three rating agencies, 
and the notional amount of derivatives related to these instruments will be     
counted.)                                                                       

The Fund will invest on a global basis, including securities of issuers in both 
developed and emerging market countries. The Fund may invest in securities      
denominated in foreign currencies, although it expects to use hedging           
instruments frequently to attempt to limit the currency exposure resulting from 
such investments.                                                               

In selecting securities for purchase or sale by the Fund, the Adviser will      
attempt to take advantage of inefficiencies that it believes exist in the       
global fixed-income markets. These inefficiencies arise from investor behavior, 
market complexity, and the investment limitations to which investors are        
subject. The Adviser will combine its quantitative forecasts with fundamental   
economic and credit research in seeking to exploit these inefficiencies.        

The Adviser will employ strategies to manage the Fund's volatility relative to  
the global high-yield market. Such strategies may include shortening the        
duration of the Fund, adding higher rated investments, investing in various     
fixed-income sectors with relatively low correlation among them, and using      
hedging strategies that seek to provide protection from substantial market      
downturns. The Adviser will utilize different combinations of the above         
strategies at different points in time, taking into consideration, among other  
factors, the shape of the credit curve, the relative effect on yield associated 
with changes in credit quality, and the cost of hedging strategies.             

The Fund expects to use derivatives, such as options, futures contracts,        
forwards and swaps, to a significant extent. Derivatives may provide more       
efficient and economical exposure to market segments than direct investments,   
and may also be a quicker and more efficient way to alter the Fund's exposure.  
For example, the Fund may use credit default and interest rate swaps to gain    
exposure to the fixed-income markets. In determining when and to what extent to 
enter into derivative transactions, the Adviser will consider factors such as   
the risks and returns of these investments relative to direct investments and   
the costs of such transactions. Derivatives such as options and forwards may    
also be used for hedging purposes, including to hedge against interest rate,    
credit market and currency fluctuations.                                        

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the stock,    
  bond, currency and commodity markets fluctuate. The value of its investments
  may decline, sometimes rapidly and unpredictably, simply because of economic
changes or other events that affect large portions of the market.         

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
obligations. The issuer, guarantor or counterparty 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.                                                    

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..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
 volatility due to such factors as specific corporate developments, negative
perceptions of the junk bond market generally and less secondary market   
liquidity.                                                                

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

..  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 if the Fund invests a significant portion of its assets in        
fixed-income securities with longer maturities.                           

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

..  FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may  
  involve more risk than those of U.S. issuers. These securities may fluctuate
  more widely in price and may be less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory and other uncertainties.                                       

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes, additional 
regulatory requirements and capital and risk restraints that have led to  
 reduced inventories. Liquidity risk may be higher in a rising interest rate
environment, when the value and liquidity of fixed-income securities      
generally decline.                                                        

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed over the life of the Fund; and           

..  how the Fund's average annual returns for one year and over the life of the 
Fund compare to those of a broad-based securities market index.           

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

                                                                            31

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BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06      07      08      09     10      11      12       13       14       15
 ----    ----    ----    ----   ----    ----    ------   -----    -----   ------
  n/a     n/a     n/a     n/a    n/a     n/a    11.87%   5.23%    0.64%   -0.54%

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 3.47%, 3RD QUARTER, 2012; AND WORST QUARTER WAS DOWN        
-2.03%, 3RD QUARTER, 2015.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                                     SINCE   
                                                                            1 YEAR INCEPTION*
---------------------------------------------------------------------------------------------
                                                                                             
Class A**      Return Before Taxes                                          -4.72%   3.13%   
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions                          -6.08%   1.27%   
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions and Sale of Fund Shares  -2.66%   1.62%   
---------------------------------------------------------------------------------------------
Class C        Return Before Taxes                                          -2.19%   3.50%   
---------------------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                                          -0.24%   4.53%   
---------------------------------------------------------------------------------------------
Barclays Global High Yield 1-5 Year Index (U.S. dollar hedged)                               
(reflects no deduction for fees, expenses, or taxes)                         0.09%   6.52%   
---------------------------------------------------------------------------------------------

*  Inception date for all Classes is 12/07/11.                                  

** After-tax returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE                LENGTH OF SERVICE    TITLE                                
----------------------------------------------------------------------------------
                                                                                  
Gershon M. Distenfeld   Since 2011           Senior Vice President of the Adviser 

Sherif M. Hamid         Since February 2015  Vice President of the Adviser        

Ivan Rudolph-Shabinsky  Since 2014           Senior Vice President of the Adviser 

Ashish C. Shah          Since 2011           Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

32                                                                              

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AB HIGH YIELD PORTFOLIO                                                         
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is to seek to maximize total return consistent  
with prudent investment management.                                             

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Funds--Sales Charge Reduction Programs for Class A Shares on page 57 of this    
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares on page 124 of the Fund's Statement of Additional Information    
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                        [Enlarge/Download Table]

                                                                                             CLASS    
                                                        CLASS A  CLASS C   ADVISOR CLASS R, K, I AND Z
                                                        SHARES   SHARES       SHARES        SHARES    
------------------------------------------------------------------------------------------------------
                                                                                                      
Maximum Sales Charge (Load) Imposed on Purchases                                                      
(as a percentage of offering price)                      4.25%    None         None          None     
------------------------------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                                                  
(as a percentage of offering price or redemption                                                      
proceeds, whichever is lower)                            None(a)  1.00%(b)     None          None     
------------------------------------------------------------------------------------------------------
Exchange Fee                                             None     None         None          None     
------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                        [Enlarge/Download Table]

                                                   CLASS A CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Management Fees                                       .60%    .60%       .60%       .60%    .60%    .60%    .60%
Distribution and/or Service (12b-1) Fees              .25%   1.00%       None       .50%    .25%    None    None
Other Expenses:                                                                                                 
 Transfer Agent                                      1.43%   3.37%      3.48%       .06%    .05%    .02%    .02%
 Other Expenses                                      4.29%   2.88%      3.27%      3.23%   3.23%   3.24%   3.24%
                                                   ------- -------    -------    ------- ------- ------- -------
Total Other Expenses                                 5.72%   6.25%      6.75%      3.29%   3.28%   3.26%   3.26%
                                                   ------- -------    -------    ------- ------- ------- -------
Total Annual Fund Operating Expenses                 6.57%   7.85%      7.35%      4.39%   4.13%   3.86%   3.86%
                                                   ======= =======    =======    ======= ======= ======= =======
Fee Waiver and/or Expense Reimbursement(c)         (5.52)% (6.05)%    (6.55)%    (3.09)% (3.08)% (3.06)% (3.06)%
                                                   ------- -------    -------    ------- ------- ------- -------
Total Annual Fund Operating Expenses After Fee                                                                  
 Waiver and/or Expense Reimbursement                 1.05%   1.80%       .80%      1.30%   1.05%    .80%    .80%
                                                   ======= =======    =======    ======= ======= ======= =======
----------------------------------------------------------------------------------------------------------------

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

(b)For Class C shares, the CDSC is 0% after the first year.                     

(c)The Adviser has contractually agreed to waive its management fees and/or to  
bear expenses of the Fund through January 31, 2017 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, taxes, extraordinary expenses, and     
 brokerage commissions and other transaction costs), on an annualized basis,
from exceeding 1.05%, 1.80%, .80%, 1.30%, 1.05%, .80% and .80% of average 
daily net assets, respectively, for Class A, Class C, Advisor Class, Class
R, Class K, Class I and Class Z shares ("expense limitations"). Any fees  
  waived and expenses borne by the Adviser may be reimbursed by the Fund until
the end of the third fiscal year after the fiscal period in which the fee 
 was waived or the expense was borne, provided that no reimbursement payment
will be made that would cause the Fund's Total Annual Fund Operating      
Expenses to exceed the expense limitations.                               

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

                                                                [Download Table]

                CLASS A CLASS C ADVISOR CLASS CLASS R CLASS K CLASS I CLASS Z
-----------------------------------------------------------------------------
                                                                             
After 1 Year    $  528  $  283*    $   82     $  132  $  107  $   82  $   82 
After 3 Years   $1,815  $1,757     $1,578     $1,048  $  973  $  895  $  895 
After 5 Years   $3,062  $3,243     $3,004     $1,976  $1,854  $1,728  $1,728 
After 10 Years  $6,013  $6,603     $6,287     $4,344  $4,126  $3,893  $3,893 
-----------------------------------------------------------------------------

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

                                                                            33

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PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 56% of the average value of its portfolio.                    

PRINCIPAL STRATEGIES                                                            
At least 80% of the Fund's net assets will under normal circumstances be        
invested in fixed-income securities rated Ba1 or lower by Moody's Investors     
Service ("Moody's") or BB+ or lower by Standard & Poor's Ratings Services       
("S&P") or Fitch Ratings ("Fitch") (commonly known as "junk bonds"), unrated    
securities considered by the Adviser to be of comparable quality, and related   
derivatives. The Fund may invest in fixed-income securities with a range of     
maturities from short- to long-term. The Fund may also invest in equity         
securities.                                                                     

In selecting securities for purchase or sale by the Fund, the Adviser attempts  
to take advantage of inefficiencies that it believes exist in the global debt   
markets. These inefficiencies arise from investor behavior, market complexity,  
and the investment limitations to which investors are subject. The Adviser      
combines quantitative analysis with fundamental credit and economic research in 
seeking to exploit these inefficiencies.                                        

The Fund will most often invest in securities of U.S. issuers, but may also     
purchase fixed-income securities of foreign issuers, including securities       
denominated in foreign currencies. Fluctuations in currency exchange rates can  
have a dramatic impact on the returns of fixed-income securities denominated in 
foreign currencies. The Adviser may or may not hedge any foreign currency       
exposure through the use of currency-related derivatives.                       

The Fund expects to use derivatives, such as options, futures, forwards and     
swaps, to a significant extent. Derivatives may provide a more efficient and    
economical exposure to market segments than direct investments, and may also be 
more efficient way to alter the Fund's exposure. The Fund may, for example, use 
credit default and interest rate swaps to gain exposure to the fixed-income     
markets or particular fixed-income securities and, as noted above, may use      
currency derivatives. The Adviser may use derivatives to effectively leverage   
the Fund by creating aggregate market exposure substantially in excess of the   
Fund's net assets.                                                              

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the bond or   
  stock market fluctuates. The value of its investments may decline, sometimes
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

..  CREDIT RISK: An issuer or guarantor of a fixed-income security, or the      
 counterparty to a derivatives or other contract, may be unable or unwilling
 to make timely payments of interest or principal, or to otherwise honor its
  obligations. The issuer or guarantor may default, causing a loss of the full
 principal amount of a security 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.                                                                 

..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
  volatility, due to such factors as specific corporate developments, negative
perceptions of the junk bond market generally and less secondary market   
liquidity.                                                                

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

..  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 if the Fund invests a significant portion of its assets in        
fixed-income securities with longer maturities.                           

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

34                                                                              

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

..  FOREIGN (NON-U.S.) RISK: Investments in securities of non-U.S. issuers may  
  involve more risk than those of U.S. issuers. These securities may fluctuate
  more widely in price and may be less liquid due to adverse market, economic,
political, regulatory or other factors.                                   

..  EMERGING MARKET RISK: Investments in emerging market countries may have more
risk because the markets are less developed and less liquid, and because  
these investments may be subject to increased economic, political,        
regulatory or other uncertainties.                                        

..  CURRENCY RISK: Fluctuations in currency exchange rates may negatively affect
the value of the Fund's investments or reduce its returns.                

..  DIVERSIFICATION RISK: The Fund may have more risk because it is             
"non-diversified", meaning that it can invest more of its assets in a     
smaller number of issuers. Accordingly, changes in the value of a single  
  security may have a more significant effect, either negative or positive, on
the Fund's NAV.                                                           

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes, large positions and heavy redemptions of Fund shares. Over recent
years liquidity risk has also increased because the capacity of dealers in
the secondary market for fixed-income securities to make markets in these 
securities has decreased, even as the overall bond market has grown       
significantly, due to, among other things, structural changes, additional 
regulatory requirements and capital and risk restraints that have led to  
 reduced inventories. Liquidity risk may be higher in a rising interest rate
environment, when the value and liquidity of fixed-income securities      
generally decline.                                                        

..  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, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed over the life of the Fund; and           

..  how the Fund's average annual returns for one year and since inception      
compare to those of a broad-based securities market index.                

You may obtain updated performance information on the website at                
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06      07      08      09      10      11      12      13       14      15   
-----   -----   -----   -----   -----   -----   -----   -----   -----   ------  
n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a     n/a    -4.98% 

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 2.17%, 1ST QUARTER, 2015; AND WORST QUARTER WAS DOWN        
-5.10%, 3RD QUARTER, 2015.                                                      

                                                                            35

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2015)                                       

                                                        [Enlarge/Download Table]

                                                                                      SINCE   
                                                                            1 YEAR  INCEPTION*
----------------------------------------------------------------------------------------------
                                                                                              
Class A**      Return Before Taxes                                           -9.05%   -7.34%  
               -------------------------------------------------------------------------------
               Return After Taxes on Distributions                          -11.04%   -9.33%  
               -------------------------------------------------------------------------------
               Return After Taxes on Distributions and Sale of Fund Shares   -5.04%   -6.39%  
----------------------------------------------------------------------------------------------
Class C        Return Before Taxes                                           -6.59%   -5.30%  
----------------------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                                           -4.74%   -4.32%  
----------------------------------------------------------------------------------------------
Class R        Return Before Taxes                                           -5.21%   -4.80%  
----------------------------------------------------------------------------------------------
Class K        Return Before Taxes                                           -4.95%   -4.55%  
----------------------------------------------------------------------------------------------
Class I        Return Before Taxes                                           -4.74%   -4.33%  
----------------------------------------------------------------------------------------------
Class Z        Return Before Taxes                                           -4.73%   -4.32%  
----------------------------------------------------------------------------------------------
Barclays U.S. Corporate High Yield 2% Issuer Capped Index                                     
(reflects no deduction for fees, expenses, or taxes)                         -4.43%   -4.82%  
----------------------------------------------------------------------------------------------

*  Inception date for all Classes is 7/15/14.                                   

** After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                                [Download Table]

EMPLOYEE                LENGTH OF SERVICE  TITLE                                
--------------------------------------------------------------------------------
                                                                                
Gershon M. Distenfeld      Since 2014      Senior Vice President of the Adviser 

Sherif M. Hamid            Since 2014      Vice President of the Adviser        

Ivan Rudolph-Shabinsky     Since 2014      Senior Vice President of the Adviser 

Ashish C. Shah             Since 2014      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

36                                                                              

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TAX-AWARE                                                                       
--------------------------------------------------------------------------------

AB TAX-AWARE FIXED INCOME PORTFOLIO                                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The investment objective of the Fund is to seek to maximize after-tax return    
and income.                                                                     

FEES AND EXPENSES OF THE FUND                                                   
This table describes the fees and expenses that you may pay if you buy and hold 
shares of the Fund. You may qualify for sales charge reductions if you and      
members of your family invest, or agree to invest in the future, at least       
$100,000 in AB Mutual Funds. More information about these and other discounts   
is available from your financial intermediary and in Investing in the           
Fundss--Sales Charge Reduction Programs for Class A Shares on page 57 of this   
Prospectus and in Purchase of Shares--Sales Charge Reduction Programs for       
Class A Shares, on page 124 of the Fund's Statement of Additional Information   
("SAI").                                                                        

SHAREHOLDER FEES (fees paid directly from your investment)                      

                                                                [Download Table]

                                                   CLASS A  CLASS C   ADVISOR CLASS
                                                   SHARES   SHARES       SHARES    
-----------------------------------------------------------------------------------
                                                                                   
Maximum Sales Charge (Load) Imposed on Purchases                                   
(as a percentage of offering price)                 3.00%    None         None     
-----------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)                                               
(as a percentage of offering price or redemption                                   
proceeds, whichever is lower)                       None(a)  1.00%(b)     None     
-----------------------------------------------------------------------------------
Exchange Fee                                        None     None         None     
-----------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (expenses that you pay each year as a percentage 
of the value of your investment)                                                

                                                                [Download Table]

                                                    CLASS A   CLASS C ADVISOR CLASS
-----------------------------------------------------------------------------------
                                                                                   
Management Fees                                       .50%       .50%       .50%   
Distribution and/or Service (12b-1) Fees              .25%      1.00%       None   
Other Expenses:                                                                    
 Transfer Agent                                       .09%       .09%       .09%   
 Other Expenses                                      1.34%      1.26%      1.33%   
                                                   -------    -------    -------   
Total Other Expenses                                 1.43%      1.35%      1.42%   
                                                   -------    -------    -------   
Total Annual Fund Operating Expenses                 2.18%      2.85%      1.92%   
                                                   =======    =======    =======   
Fee Waiver and/or Expense Reimbursement(c)         (1.38)%    (1.30)%    (1.37)%   
                                                   -------    -------    -------   
Total Annual Fund Operating Expenses After Fee                                     
 Waiver and/or Expense Reimbursement                  .80%(d)   1.55%       .55%   
                                                   =======    =======    =======   
-----------------------------------------------------------------------------------

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

(b)For Class C shares, the CDSC is 0% after the first year.                     

(c)The Adviser has contractually agreed to waive its management fees and/or to  
bear expenses of the Fund through January 31, 2017 to the extent necessary
  to prevent total Fund operating expenses (excluding expenses associated with
securities sold short, acquired fund fees and expenses other than the     
 advisory fees of any AB Mutual Funds in which the Fund may invest, interest
 expense, taxes, extraordinary expenses, and brokerage commissions and other
transaction costs), on an annualized basis, from exceeding .80%, 1.55% and
.55% of average daily net assets, respectively, for Class A, Class C and  
Advisor Class shares ("expense limitations"). Any fees waived and expenses
  borne by the Adviser through December 11, 2014 may be reimbursed by the Fund
  until December 11, 2016, provided that no reimbursement payment will be made
that would cause the Fund's Total Annual Fund Operating Expenses to exceed
the expense limitations or cause the total of the payments to exceed the  
Fund's total initial offering expenses. The fee waiver and/or expense     
reimbursement agreement will remain in effect until January 31, 2017 and  
will be automatically extended for one-year terms thereafter unless       
terminated by the Adviser upon 60 days' notice to the Fund prior to that  
date.                                                                     

(d)Restated to reflect current fees.                                            

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

                                                        [Enlarge/Download Table]

                                                                                   CLASS A CLASS C ADVISOR CLASS
----------------------------------------------------------------------------------------------------------------
                                                                                                                
After 1 Year                                                                       $  379  $  258*    $   56    
After 3 Years                                                                      $  832  $  760     $  470    
After 5 Years                                                                      $1,312  $1,389     $  909    
After 10 Years                                                                     $2,633  $3,082     $2,132    
----------------------------------------------------------------------------------------------------------------

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

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PORTFOLIO TURNOVER                                                              
The Fund pays transaction costs, such as commissions, when it buys or sells     
securities (or "turns over" its portfolio). A higher portfolio turnover rate    
may indicate higher transaction costs and may result in higher taxes when Fund  
shares are held in a taxable account. These transaction costs, which are not    
reflected in the Annual Fund Operating Expenses or in the Examples, affect the  
Fund's performance. During the most recent fiscal year, the Fund's portfolio    
turnover rate was 35% of the average value of its portfolio.                    

PRINCIPAL STRATEGIES                                                            
The Fund pursues its objective by investing principally in a national portfolio 
of both municipal and taxable fixed-income securities. The Fund invests, under  
normal circumstances, at least 80% of its net assets in fixed-income            
securities. The Fund also invests, under normal circumstances, at least 65% of  
its total assets in municipal securities that pay interest that is exempt from  
federal income tax. These securities may pay interest that is subject to the    
Federal alternative minimum tax ("AMT") for certain taxpayers. The income       
earned and distributed to shareholders on non-municipal securities would not be 
exempt from federal income tax. The Fund may invest in fixed-income securities  
rated below investment grade (commonly known as "junk bonds"), although such    
securities are not expected to be the Fund's primary focus.                     

The Adviser selects securities for the Fund based on a variety of factors,      
including credit quality, maturity, diversification benefits, and the relative  
expected after-tax returns of taxable and municipal securities (considering     
federal tax rates and without regard to state and local income taxes). As the   
objective is to increase the after-tax return of the Fund, an investor in the   
Fund may incur a tax liability that will generally be greater than the same     
investor would have in a fund investing exclusively in municipal securities,    
and that will be higher if the investor is in a higher tax bracket. In          
addition, the tax implications of the Fund's trading activity, such as          
realizing taxable gains, are considered in making purchase and sale decisions   
for the Fund. The Fund may invest in fixed-income securities of any maturity    
from short- to long-term.                                                       

The Fund may also invest in forward commitments, zero-coupon municipal          
securities and variable, floating and inverse floating-rate municipal           
securities.                                                                     

The Fund may use derivatives, such as swaps, options, futures contracts and     
forwards, to achieve its investment strategies. For example, the Fund may enter 
into tender option bonds ("TOBs") and credit default and interest rate swaps    
relating to municipal and taxable fixed-income securities or securities         
indices. Derivatives may provide more efficient and economical exposure to      
fixed-income securities markets than direct investments.                        

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Fund's assets will fluctuate as the bond      
market fluctuates. The value of its investments may decline, sometimes    
rapidly and unpredictably, simply because of economic changes or other    
events that affect large portions of the market.                          

..  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.                                                                 

..  BELOW INVESTMENT GRADE SECURITIES RISK: 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. These securities may be subject to greater price     
volatility due to such factors as specific municipal or corporate         
developments, negative performance of the junk bond market generally and  
less secondary market liquidity.                                          

..  MUNICIPAL MARKET RISK: This is the risk that special factors may adversely  
affect the value of municipal securities and have a significant effect on 
 the yield or value of the Fund's investments in municipal securities. These
factors include economic conditions, political or legislative changes,    
uncertainties related to the tax status of municipal securities, or the   
  rights of investors in these securities. To the extent that the Fund invests
more of its assets in a particular state's municipal securities, the Fund 
may be vulnerable to events adversely affecting that state, including     
economic, political and regulatory occurrences, court decisions, terrorism
and catastrophic natural disasters, such as hurricanes or earthquakes. The
Fund's investments in certain municipal securities with principal and     
interest payments that are made from the revenues of a specific project or
facility, and not general tax revenues, may have increased risks. Factors 
affecting the project or facility, such as local business or economic     
  conditions, could have a significant effect on the project's ability to make
payments of principal and interest on these securities.                   

The Fund may invest in municipal securities of issuers in Puerto Rico or  
other U.S. territories, which are exempt from federal, state, and, where  
applicable, local income taxes. These municipal securities may have more  
risks than those of most other U.S. issuers of tax-exempt securities. Like
many U.S. states and municipalities, Puerto Rico experienced a significant
downturn                                                                  

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  during the recent recession. Puerto Rico's downturn was particularly severe,
  and it continues to face a very challenging economic and fiscal environment.
 As a result, securities issued by many Puerto Rican issuers have low credit
ratings or are on "negative watch" by credit rating organizations, and    
 markets in such securities have been volatile. Some Puerto Rico issuers are
 in default on principal and interest payments. If the economic situation in
  Puerto Rico persists or worsens, the volatility and credit quality of Puerto
Rican municipal securities could be adversely affected, and the market for
such securities may experience continued volatility.                      

..  TAX RISK: From time to time, the U.S. Government and the U.S. Congress      
consider changes in federal tax law that could limit or eliminate the     
federal tax exemption for municipal bond income, which would in effect    
  reduce the income received by shareholders from the Fund by increasing taxes
on that income. In such event, the Fund's net asset value, or NAV, could  
also decline as yields on municipal bonds, which are typically lower than 
those on taxable bonds, would be expected to increase to approximately the
 yield of comparable taxable bonds. Actions or anticipated actions affecting
the tax exempt status of municipal bonds could also result in significant 
shareholder redemptions of Fund shares as investors anticipate adverse    
effects on the Fund or seek higher yields to offset the potential loss of 
the tax deduction. As a result, the Fund would be required to maintain    
  higher levels of cash to meet the redemptions, which would negatively affect
the Fund's yield.                                                         

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
  of investments in fixed-income securities tends to fall and this decrease in
 value may not be offset by higher income from new investments. The Fund may
be subject to a greater risk of rising interest rates as the recent period
of historically low rates is beginning to end and rates have begun rising.
Interest rate risk is generally greater for fixed-income securities with  
longer maturities or durations.                                           

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

..  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.               

..  LIQUIDITY RISK: Liquidity risk occurs when certain investments become       
 difficult to purchase or sell. Difficulty in selling less liquid securities
may result in sales at disadvantageous prices affecting the value of your 
investment in the Fund. Causes of liquidity risk may include low trading  
volumes and large positions. Municipal securities may have more liquidity 
risk than other fixed-income securities because they trade less frequently
  and the market for municipal securities is generally smaller than many other
markets.                                                                  

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

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

..  MANAGEMENT RISK: The Fund is subject to management risk because it is an    
actively-managed investment fund. The Adviser will apply its investment   
  techniques and risk analyses in making investment decisions, but there is no
guarantee that its techniques will produce the intended results.          

As with all investments, you may lose money by investing in the Fund.           

BAR CHART AND PERFORMANCE INFORMATION                                           
The bar chart and performance information provide an indication of the          
historical risk of an investment in the Fund by showing:                        

..  how the Fund's performance changed over the life of the Fund; and           

..  how the Fund's average annual returns for one year and since inception      
compare to those of a broad-based securities market index.                

You may obtain updated performance information on the Fund's website at         
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Mutual Funds").                                  

The Fund's past performance before and after taxes, of course, does not         
necessarily indicate how it will perform in the future.                         

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BAR CHART                                                                       
The annual returns in the bar chart are for the Fund's Class A shares and do    
not reflect sales loads. If sales loads were reflected, returns would be less   
than those shown.                                                               

[CHART] 

06      07      08      09      10      11      12       13       14       15 
-----   -----   -----   -----   -----   -----   -----    -----    -----    -----
 n/a     n/a     n/a     n/a     n/a     n/a     n/a      n/a     7.05%    3.24%

During the period shown in the bar chart, the Fund's:                           

BEST QUARTER WAS UP 2.62%, 1ST QUARTER, 2014; AND WORST QUARTER WAS DOWN        
-1.00%, 2ND QUARTER, 2015.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the period ended December 31, 2015)                                        

                                                        [Enlarge/Download Table]

                                                                                     SINCE   
                                                                            1 YEAR INCEPTION*
---------------------------------------------------------------------------------------------
                                                                                             
Class A**      Return Before Taxes                                          0.10%    3.45%   
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions                          0.07%    3.40%   
               ------------------------------------------------------------------------------
               Return After Taxes on Distributions and Sale of Fund Shares  0.78%    2.99%   
---------------------------------------------------------------------------------------------
Class C        Return Before Taxes                                          1.47%    4.26%   
---------------------------------------------------------------------------------------------
Advisor Class  Return Before Taxes                                          3.50%    5.30%   
---------------------------------------------------------------------------------------------
Barclays Municipal Bond Unhedged Index                                                       
(reflects no deduction for fees, expenses or taxes)                         3.30%    5.94%   
---------------------------------------------------------------------------------------------

*  Inception date for all Classes is 12/11/13.                                  

** After-tax Returns:                                                           

-Are shown for Class A shares only and will vary for the other Classes of 
shares because these Classes have different expense ratios;             

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

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

INVESTMENT ADVISER                                                              
AllianceBernstein L.P. is the investment adviser for the Fund.                  

PORTFOLIO MANAGERS                                                              
The following table lists the persons responsible for day-to-day management of  
the Fund's portfolio:                                                           

                                                        [Enlarge/Download Table]

EMPLOYEE                       LENGTH OF SERVICE  TITLE                                
---------------------------------------------------------------------------------------
                                                                                       
Robert B. (Guy) Davidson, III     Since 2013      Senior Vice President of the Adviser 

Terrance T. Hults                 Since 2013      Senior Vice President of the Adviser 

Shawn E. Keegan                   Since 2013      Vice President of the Adviser        

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Fund shares, tax       
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND FINANCIAL         
INTERMEDIARIES, page 41 in this Prospectus.                                     

40                                                                              

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ADDITIONAL INFORMATION ABOUT PURCHASE AND SALE OF FUND SHARES, TAXES AND        
FINANCIAL INTERMEDIARIES                                                        

.   PURCHASE AND SALE OF FUND SHARES                                  

PURCHASE MINIMUMS                                                               

                                                                [Download Table]

                                       INITIAL             SUBSEQUENT            
---------------------------------------------------------------------------------
                                                                                 
Class A/Class C Shares, including      $2,500                 $50                
traditional IRAs and Roth IRAs                                                   
(Class B Shares are not currently                                                
offered to new investors)                                                        
---------------------------------------------------------------------------------
Automatic Investment Program            None                  $50                
                                                If initial minimum investment is 
                                                  less than $2,500, then $200    
                                                 monthly until account balance   
                                                         reaches $2,500          
---------------------------------------------------------------------------------
Advisor Class Shares (only available    None                  None               
to fee-based programs or through                                                 
other limited arrangements)                                                      
---------------------------------------------------------------------------------
Class A, Class R, Class K, Class I      None                  None               
and Class Z Shares are available at                                              
NAV, without an initial sales charge,                                            
to 401(k) plans, 457 plans,                                                      
employer-sponsored 403(b) plans,                                                 
profit-sharing and money purchase                                                
pension plans, defined benefit plans,                                            
and non-qualified deferred                                                       
compensation plans where plan level                                              
or omnibus accounts are held on the                                              
books of a Fund.                                                                 
---------------------------------------------------------------------------------

You may sell (redeem) your shares each day the New York Stock Exchange (the     
"Exchange") is open. You may sell your shares through your financial            
intermediary or by mail (AllianceBernstein Investor Services, Inc., P.O. Box    
786003, San Antonio, TX 78278-6003) or telephone (800-221-5672).                

.   TAX INFORMATION                                                   

Each Fund may pay income dividends or make capital gains distributions, which   
may be subject to federal income taxes and taxable as ordinary income or        
capital gains, and may also be subject to state and local taxes.                

.   PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES     

If you purchase shares of a Fund through a broker-dealer or other financial     
intermediary (such as a bank or a group retirement plan), the Fund and its      
related companies may pay the intermediary for the sale of Fund shares and      
related services. These payments may create a conflict of interest by           
influencing the broker-dealer or other financial intermediary and your          
salesperson to recommend the Fund over another investment. Ask your salesperson 
or visit your financial intermediary's website for more information.            

                                                                            41

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ADDITIONAL INFORMATION ABOUT THE FUNDS' RISKS AND INVESTMENTS                   
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the Funds' 
investment practices and related risks. Most of these investment practices are  
discretionary, which means that the Adviser may or may not decide to use them.  
This Prospectus does not describe all of a Fund's investment practices and      
additional information about each Fund's risks and investments can be found in  
the Funds' SAI.                                                                 

DERIVATIVES                                                                     
Each Fund may, but is not required to, use derivatives for hedging or other     
risk management purposes or as part of its investment strategies. Derivatives   
are financial contracts whose value depends on, or is derived from, the value   
of an underlying asset, reference rate or index. A Fund may use derivatives to  
earn income and enhance returns, to hedge or adjust the risk profile of its     
investments, to replace more traditional direct investments and to obtain       
exposure to otherwise inaccessible markets.                                     

There are four principal types of derivatives--options, futures contracts,      
forwards and swaps--each of which is described below. Derivatives include       
listed and cleared transactions where a Fund's derivatives trade counterparty   
is an exchange or clearinghouse and non-cleared bilateral "over-the-counter"    
transactions where a Fund's derivatives trade counterparty is a financial       
institution. Exchange-traded or cleared derivatives transactions tend to be     
more liquid and subject to less counterparty credit risk than those that are    
privately negotiated.                                                           

A Fund's use of derivatives may involve risks that are different from, or       
possibly greater than, the risks associated with investing directly in          
securities or other more traditional instruments. These risks include the risk  
that the value of a derivative instrument may not correlate perfectly, or at    
all, with the value of the assets, reference rates, or indices that they are    
designed to track. Other risks include: the possible absence of a liquid        
secondary market for a particular instrument and possible exchange-imposed      
price fluctuation limits, either of which may make it difficult or impossible   
to close out a position when desired; and the risk that the counterparty will   
not perform its obligations. Certain derivatives may have a leverage component  
and involve leverage risk. Adverse changes in the value or level of the         
underlying asset, note or index can result in a loss substantially greater than 
the Fund's investment (in some cases, the potential loss is unlimited).         

The Funds' investments in derivatives may include, but are not limited to, the  
following:                                                                      

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

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

..  FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. A futures contract is a 
 standardized, exchange-traded agreement that obligates the buyer to buy and
the seller to sell a specified quantity of an underlying asset (or settle 
for cash the value of a contract based on an underlying asset, rate or    
  index) at a specific price on the contract maturity date. Options on futures
contracts are options that call for the delivery of futures contracts upon
 exercise. A Fund may purchase or sell futures contracts and options thereon
to hedge against changes in interest rates, securities (through index     
 futures or options) or currencies. A Fund may also purchase or sell futures
  contracts for foreign currencies or options thereon for non-hedging purposes
 as a means of making direct investments in foreign currencies, as described
below under "Other Derivatives and Strategies--Currency Transactions".    

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

- Options on Foreign Currencies--A Fund may invest in options on foreign      
currencies that are privately negotiated                                  

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or traded on U.S. or foreign exchanges for hedging purposes to protect    
against declines in the U.S. Dollar value of foreign currency denominated 
securities held by a Fund and against increases in the U.S. Dollar cost of
securities to be acquired. The purchase of an option on a foreign currency
may constitute an effective hedge against fluctuations in exchange rates, 
although if rates move adversely, a Fund may forfeit the entire amount of 
the premium plus related transaction costs. A Fund may also invest in     
 options on foreign currencies for non-hedging purposes as a means of making
direct investments in foreign currencies, as described below under "Other 
Derivatives and Strategies--Currency Transactions".                       

- Options on Securities. A Fund may purchase or write a put or call option on 
 securities. A Fund may write covered options, which means writing an option
for securities the Fund owns, and uncovered options.                      

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

..  SWAP TRANSACTIONS--A swap is an agreement that obligates two parties to     
  exchange a series of cash flows at specified intervals (payment dates) based
upon or calculated by reference to changes in specified prices or rates   
 (e.g., interest rates in the case of interest rate swaps, currency exchange
  rates in the case of currency swaps) for a specified amount of an underlying
asset (the "notional" principal amount). Generally, the notional principal
  amount is used solely to calculate the payment stream, but is not exchanged.
Most swaps are entered into on a net basis (i.e., the two payment streams 
are netted out, with a Fund receiving or paying, as the case may be, only 
  the net amount of the two payments). Payments received by AB TAX-AWARE FIXED
 INCOME PORTFOLIO from swap agreements will result in taxable income, either
as ordinary income or capital gains, rather than tax-exempt income, which 
 will increase the amount of taxable distributions received by shareholders.
  Certain standardized swaps, including certain interest rate swaps and credit
 default swaps, are (or soon will be) subject to mandatory central clearing.
Cleared swaps are transacted through futures commission merchants ("FCMs")
  that are members of central clearinghouses with the clearinghouse serving as
central counterparty, similar to transactions in futures contracts. Funds 
  post initial and variation margin to support their obligations under cleared
 swaps by making payments to their clearing member FCMs. Central clearing is
expected to reduce counterparty credit risks and increase liquidity, but  
central clearing does not make swap transactions risk free. Centralized   
 clearing will be required for additional categories of swaps on a phased-in
basis based on Commodity Futures Trading Commission approval of contracts 
for central clearing. Bilateral swap agreements are two-party contracts   
entered into primarily by institutional investors and are not cleared     
through a third party. The Funds' investments in swap transactions include
the following:                                                            

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

An option on a swap agreement, also called a "swaption", is an option that
  gives the buyer the right, but not the obligation, to enter into a swap on a
future date in exchange for paying a market-based "premium". A receiver   
swaption gives the owner the right to receive the total return of a       
 specified asset, reference rate, or index. A payer swaption gives the owner
the right to pay the total return of a specified asset, reference rate, or
index. Swaptions also include options that allow an existing swap to be   
terminated or extended by one of the counterparties.                      

The purchase of an interest rate cap entitles the purchaser, to the extent
that a specified index exceeds a predetermined interest rate, to receive  
payments of interest on a contractually-based principal amount from the   
 party selling the interest rate cap. The purchase of an interest rate floor
entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on an agreed 
principal amount from the party selling the interest rate floor. Caps and 
floors may be less liquid than swaps.                                     

There is no limit on the amount of interest rate transactions that may be 
  entered into by a Fund. The value of these transactions will fluctuate based
on changes in interest rates.                                             

Interest rate swap, swaption, cap and floor transactions may, for example,
be used to preserve a return or spread on a particular investment or a    
  portion of a Fund's portfolio or to protect against an increase in the price
of securities a Fund anticipates purchasing at a later date. Interest rate
swaps may also be used to leverage a Fund's investments by creating       
positions that are functionally similar to purchasing a municipal or other
fixed-income security but may only require payments to a swap counterparty
under certain circumstances and allow the Fund to efficiently increase (or
decrease) its duration and income.                                        

- Inflation (CPI) Swaps. Inflation swap agreements are contracts in which one 
  party agrees to pay the cumulative percentage increase in a price index (the
Consumer Price Index with respect to CPI swaps) over the term of the      

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  swap (with some lag on the inflation index), and the other pays a compounded
fixed rate. Inflation swap agreements may be used to protect the NAV of a 
Fund against an unexpected change in the rate of inflation measured by an 
 inflation index since the value of these agreements is expected to increase
  if unexpected inflation increases. A Fund will enter into inflation swaps on
 a net basis. The values of inflation swap agreements are expected to change
 in response to changes in real interest rates. Real interest rates are tied
to the relationship between nominal interest rates and the rate of        
inflation. If nominal interest rates increase at a faster rate than       
inflation, real interest rates may rise, leading to a decrease in value of
an inflation swap agreement.                                              

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

Credit default swaps may involve greater risks than if a Fund had invested
in the reference obligation directly. Credit default swaps are subject to 
general market risk, liquidity risk and credit risk.                      

- Currency Swaps. A Fund may invest in currency swaps for hedging purposes to 
protect against adverse changes in exchange rates between the U.S. Dollar 
  and other currencies or for non-hedging purposes as a means of making direct
investments in foreign currencies, as described below under "Other        
Derivatives and Strategies--Currency Transactions". Currency swaps involve
the exchange by a Fund with another party of a series of payments in      
specified currencies. Currency swaps may be bilateral and privately       
negotiated with the Fund expecting to achieve an acceptable degree of     
correlation between its portfolio investments and its currency swaps      
position. Currency swaps may involve the exchange of actual principal     
amounts of currencies by the counterparties at the initiation, and again  
upon the termination, of the transaction.                                 

- Total Return Swaps. A Fund may enter into total return swaps, under which   
one party agrees to pay the other the total return of a defined underlying
asset, such as a security or basket of securities, or non-asset reference,
such as a securities index, during the specified period in return for     
periodic payments based on a fixed or variable interest rate or the total 
return from different underlying assets or references. Total return swaps 
  could result in losses if the underlying asset or reference does not perform
as anticipated.                                                           

- Variance and Correlation Swaps. A Fund may enter into variance or           
correlation swaps to hedge equity market risk or adjust exposure to the   
equity markets. Variance swaps are contracts in which two parties agree to
exchange cash payments based on the difference between the stated level of
variance and the actual variance realized on an underlying asset or index.
"Variance" as used here is defined as the sum of the square of the returns
on the reference asset or index (which in effect is a measure of its      
"volatility") over the length of the contract term. The parties to a      
 variance swap can be said to exchange actual volatility for a contractually
stated rate of volatility. Correlation swaps are contracts in which two   
  parties agree to exchange cash payments based on the differences between the
stated and the actual correlation realized on the underlying equity       
securities within a given equity index. "Correlation" as used here is     
defined as the weighted average of the correlations between the daily     
returns of each pair of securities within a given equity index. If two    
 assets are said to be closely correlated, it means that their daily returns
vary in similar proportions or along similar trajectories.                

..  OTHER DERIVATIVES AND STRATEGIES--                                          

- Eurodollar Instruments. Eurodollar instruments are essentially              
 U.S. Dollar-denominated futures contracts or options that are linked to the
London Interbank Offered Rate (LIBOR). Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to 
obtain a fixed rate for borrowings.                                       

- Currency Transactions. A Fund may invest in non-U.S. Dollar-denominated     
  securities on a currency hedged or un-hedged basis. The Adviser may actively
 manage a Fund's currency exposures and may seek investment opportunities by
taking long or short positions in currencies through the use of           
  currency-related derivatives, including forward currency exchange contracts,
futures contracts and options on futures contracts, swaps and options. The
Adviser 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 a Fund and do 
not present attractive investment opportunities.                          

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 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. A 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).                                 

CONVERTIBLE SECURITIES                                                          
Prior to conversion, convertible securities have the same general               
characteristics as non-convertible debt securities, which generally provide a   
stable stream of income with generally higher yields than those of equity       
securities of the same or similar issuers. The price of a convertible security  
will normally vary with changes in the price of the underlying equity security, 
although the higher yield tends to make the convertible security less volatile  
than the underlying equity security. As with debt securities, the market value  
of convertible securities tends to decrease as interest rates rise and increase 
as interest rates decline. While convertible securities generally offer lower   
interest or dividend yields than non-convertible debt securities of similar     
quality, they offer investors the potential to benefit from increases in the    
market prices of the underlying common stock. Convertible debt securities that  
are rated Baa3 or lower by Moody's or BBB- or lower by S&P or Fitch and         
comparable unrated securities may share some or all of the risks of debt        
securities with those ratings.                                                  

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES                    
A Fund, except AB TAX-AWARE FIXED INCOME PORTFOLIO, may invest in depositary    
receipts. American Depositary Receipts, or ADRs, are depositary receipts        
typically issued by a U.S. bank or trust company that evidence ownership of     
underlying securities issued by a foreign corporation. Global Depositary        
Receipts, or GDRs, European Depositary Receipts, or EDRs, and other types of    
depositary receipts are typically issued by non-U.S. banks or trust companies   
and evidence ownership of underlying securities issued by either a U.S. or a    
non-U.S. company. Depositary receipts may not necessarily be denominated in the 
same currency as the underlying securities into which they may be converted. In 
addition, the issuers of the stock underlying unsponsored depositary receipts   
are not obligated to disclose material information in the United States.        
Generally, depositary receipts in registered form are designed for use in the   
U.S. securities markets, and depositary receipts in bearer form are designed    
for use in securities markets outside of the United States. For purposes of     
determining the country of issuance, investments in depositary receipts of      
either type are deemed to be investments in the underlying securities.          

A supranational entity is an entity designated or supported by the national     
government of one or more countries to promote economic reconstruction or       
development. Examples of supranational entities include the World Bank          
(International Bank for Reconstruction and Development) and the European        
Investment Bank. "Semi-governmental securities" are securities issued by        
entities owned by either a national, state or equivalent government or are      
obligations of one of such government jurisdictions that are not backed by its  
full faith and credit and general taxing powers.                                

EVENT-LINKED SECURITIES                                                         
Event-linked securities are variable or fixed-rate fixed-income securities or   
types of equity securities for which the return of principal and payment of     
interest are contingent on the non-occurrence of various catastrophe exposures, 
which may be specific trigger events or a diversified group of events, such as  
hurricanes, typhoons, wind events or earthquakes. The most common type of       
event-linked fixed-income bonds are known as "catastrophe" or "cat" bonds. If   
the trigger events do not occur, a Fund will recover its principal and          
interest. If a trigger event occurs, a Fund may lose a portion of or its entire 
principal invested in the securities. These securities are generally illiquid   
and may be rated below investment grade or the unrated equivalent and have the  
same or equivalent risks as higher yield debt securities ("junk bonds").        

FORWARD COMMITMENTS                                                             
Forward commitments for the purchase or sale of securities may include          
purchases on a when-issued basis or purchases or sales on a delayed delivery    
basis. In some cases, a forward commitment may be conditioned upon the          
occurrence of a subsequent event, such as approval and consummation of a        
merger, corporate reorganization or debt restructuring or approval of a         
proposed financing by appropriate authorities (i.e., a "when, as and if issued" 
trade).                                                                         

AB HIGH YIELD PORTFOLIO and AB CREDIT LONG/SHORT PORTFOLIO may invest           
significantly in TBA--mortgage-backed securities. A TBA, or "To Be Announced",  
trade represents a contract for the purchase or sale of mortgage-backed         
securities to be delivered at a future agreed-upon date; however, the specific  
mortgage pool numbers or the number of pools that will be delivered to fulfill  
the trade obligation or terms of the contract are unknown at the time of the    
trade. Mortgage pools (including fixed-rate or variable-rate mortgages)         
guaranteed by the Government National Mortgage Association, or GNMA, the        
Federal National Mortgage Association, or FNMA, or the Federal Home Loan        
Mortgage Corporation, or FHLMC, are subsequently allocated to the TBA           
transactions.                                                                   

When forward commitments with respect to fixed-income securities are            
negotiated, the price, which is generally expressed in yield terms, is fixed at 
the time the commitment is made, but payment for and delivery of the securities 
take place at a later date. Securities purchased or sold under a forward        
commitment are subject to market fluctuation and no interest or dividends       
accrue to the purchaser prior to the settlement date. There is the risk of loss 
if the value of either a purchased security declines before the settlement date 
or the security sold increases before the settlement date. The use of forward   
commitments helps a Fund to protect against anticipated changes in interest     
rates and prices.                                                               

ILLIQUID SECURITIES                                                             
Under current Securities and Exchange Commission ("SEC") guidelines, the Funds  
limit their investments in illiquid securities to 15% of their net assets. The  
term "illiquid securities" for this purpose means securities that cannot be     
disposed of within seven days in the ordinary course of business at             
approximately the amount a Fund has valued the securities. A Fund               

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that invests in illiquid securities may not be able to sell such securities and 
may not be able to realize their full value upon sale. Restricted securities    
(securities subject to legal or contractual restrictions on resale) may be      
illiquid. Some restricted securities (such as securities issued pursuant to     
Rule 144A under the Securities Act of 1933 ("Rule 144A Securities") or certain  
commercial paper) may be treated as liquid, although they may be less liquid    
than registered securities traded on established secondary markets.             

INDEXED COMMERCIAL PAPER                                                        
Indexed commercial paper may have its principal linked to changes in foreign    
currency exchange rates whereby its principal amount is adjusted upwards or     
downwards (but not below zero) at maturity to reflect changes in the referenced 
exchange rate. A Fund will receive interest and principal payments on such      
commercial paper in the currency in which such commercial paper is denominated, 
but the amount of principal payable by the issuer at maturity will change in    
proportion to the change (if any) in the exchange rate between the two          
specified currencies between the date the instrument is issued and the date the 
instrument matures. While such commercial paper entails the risk of loss of     
principal, the potential for realizing gains as a result of changes in foreign  
currency exchange rates enables a Fund to hedge (or cross-hedge) against a      
decline in the U.S. Dollar value of investments denominated in foreign          
currencies while providing an attractive money market rate of return. A Fund    
will purchase such commercial paper for hedging purposes only, not for          
speculation.                                                                    

INFLATION-INDEXED SECURITIES                                                    
Inflation-indexed securities are fixed-income securities whose principal value  
is periodically adjusted according to the rate of inflation. If the index       
measuring inflation falls, the principal value of these securities will be      
adjusted downward, and consequently the interest payable on these securities    
(calculated with respect to a smaller principal amount) will be reduced.        

The value of inflation-indexed securities tends to react to changes in real     
interest rates. In general, the price of inflation-indexed securities can fall  
when real interest rates rise, and can rise when real interest rates fall. In   
addition, the value of these securities can fluctuate based on fluctuations in  
expectations of inflation. Interest payments on these securities can be         
unpredictable and will vary as the principal and/or interest is adjusted for    
inflation.                                                                      

INVESTMENT IN EXCHANGE-TRADED FUNDS AND OTHER INVESTMENT COMPANIES              
A Fund may invest in shares of exchange-traded funds ("ETFs"), subject to the   
restrictions and limitations of the Investment Company Act of 1940 (the "1940   
Act"), or any applicable rules, exemptive orders or regulatory guidance         
thereunder. ETFs are pooled investment vehicles, which may be managed or        
unmanaged, that generally seek to track the performance of a specific index.    
ETFs will not track their underlying indices precisely since the ETFs have      
expenses and may need to hold a portion of their assets in cash, unlike the     
underlying indices, and the ETFs may not invest in all of the securities in the 
underlying indices in the same proportion as the indices for varying reasons. A 
Fund will incur transaction costs when buying and selling ETF shares, and       
indirectly bear the expenses of the ETFs. In addition, the market value of an   
ETF's shares, which is based on supply and demand in the market for the ETF's   
shares, may differ from its NAV. Accordingly, there may be times when an ETF's  
shares trade at a discount to its NAV.                                          

A Fund may also invest in investment companies other than ETFs, as permitted by 
the 1940 Act, the rules and regulations or exemptive orders thereunder. As with 
ETF investments, if the Fund acquires shares in other investment companies,     
shareholders would bear, indirectly, the expenses of such investment companies  
(which may include management and advisory fees), which are in addition to the  
Fund's expenses. The Funds intend to invest uninvested cash balances in an      
affiliated money market fund as permitted by Rule 12d1-1 under the 1940 Act.    

LOAN PARTICIPATIONS                                                             
A Fund, except the AB TAX-AWARE FIXED INCOME PORTFOLIO, may invest in corporate 
loans either by participating as co-lender at the time the loan is originated   
or by buying an interest in the loan in the secondary market from a financial   
institution or institutional investor. The financial status of an institution   
interposed between a Fund and a borrower may affect the ability of the Fund to  
receive principal and interest payments.                                        

The success of a Fund may depend on the skill with which an agent bank          
administers the terms of the corporate loan agreements, monitors borrower       
compliance with covenants, collects principal, interest and fee payments from   
borrowers and, where necessary, enforces creditor remedies against borrowers.   
Agent banks typically have broad discretion in enforcing loan agreements.       

MORTGAGE-RELATED SECURITIES, OTHER ASSET-BACKED SECURITIES AND STRUCTURED       
SECURITIES                                                                      
A Fund may invest in mortgage-related or other asset-backed securities.         
Mortgage-related securities include mortgage pass-through securities,           
collateralized mortgage obligations ("CMOs"), commercial mortgage-backed        
securities, mortgage dollar rolls, CMO residuals, stripped mortgage-backed      
securities ("SMBS") and other securities that directly or indirectly represent  
a participation in or are secured by and payable from mortgage loans on real    
property. These securities may be issued or guaranteed by the U.S. Government   
or one of its sponsored entities or may be issued by private organizations.     

The value of mortgage-related or other asset-backed securities may be           
particularly sensitive to changes in prevailing interest rates. Early payments  
of principal on some mortgage-related securities may occur during periods of    
falling mortgage interest rates and expose a Fund to a lower rate of return     
upon reinvestment of principal. Early payments associated with mortgage-related 
securities cause these securities to experience significantly greater price and 
yield volatility than is experienced by traditional fixed-income securities.    
During periods of rising interest rates, a reduction in prepayments may increase

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the effective life of mortgage-related securities, subjecting them to greater   
risk of decline in market value in response to rising interest rates. If the    
life of a mortgage-related security is inaccurately predicted, a Fund may not   
be able to realize the rate of return it expected.                              

One type of SMBS has one class receiving all of the interest from the mortgage  
assets (the interest-only, or "IO" class), while the other class will receive   
all of the principal (the principal-only, or "PO" class). The yield to maturity 
on an IO class is extremely sensitive to the rate of principal payments         
(including prepayments) on the underlying mortgage assets, and a rapid rate of  
principal payments may have a material adverse effect on a Fund's yield to      
maturity from these securities.                                                 

A Fund may invest in collateralized debt obligations ("CDOs"), which include    
collateralized bond obligations ("CBOs"), collateralized loan obligations       
("CLOs"), and other similarly structured securities. CBOs and CLOs are types of 
asset-backed securities. A CBO is a trust that is backed by a diversified pool  
of high-risk, below investment grade fixed-income securities. A CLO is a trust  
typically collateralized by a pool of loans, which may include, among others,   
domestic and foreign senior secured loans, senior unsecured loans, and          
subordinate corporate loans, including loans that may be rated below investment 
grade or equivalent unrated loans. A Fund may invest in other asset-backed      
securities that have been offered to investors.                                 

The securitization techniques used to develop mortgage-related securities are   
being applied to a broad range of financial assets. Through the use of trusts   
and special purpose corporations, various types of assets, including automobile 
loans and leases, credit card receivables, home equity loans, equipment leases  
and trade receivables, are being securitized in structures similar to the       
structures used in mortgage securitizations.                                    

A Fund may also invest in various types of structured securities and basket     
securities. Structured securities are securities issued in structured financing 
transactions, which generally involve aggregating types of debt assets in a     
pool or special purpose entity and then issuing new securities. Types of        
structured financings include securities described elsewhere in this            
Prospectus, such as mortgage-related and other asset-backed securities. A       
Fund's investments include investments in structured securities that represent  
interests in entities organized and operated solely for the purpose of          
restructuring the investment characteristics of particular debt obligations.    
This type of restructuring involves the deposit with or purchase by an entity,  
such as a corporation or trust, of specified instruments (such as commercial    
bank loans or high-yield bonds) and the issuance by that entity of one or more  
classes of structured securities backed by, or representing interests in, the   
underlying instruments. The cash flow on the underlying instruments may be      
apportioned among the newly issued structured securities to create securities   
with different investment characteristics such as varying maturities, payment   
priorities and interest rate provisions, and the extent of the payments made    
with respect to structured securities is dependent on the extent of the cash    
flow from the underlying instruments. Structured securities of a given class    
may be either subordinated or un-subordinated to the payment of another class.  
Subordinated structured securities typically have higher yields and present     
greater risks than unsubordinated structured securities.                        

Basket securities in which a Fund may invest may consist of entities organized  
and operated for the purpose of holding a basket of other securities. Baskets   
involving debt obligations may be designed to represent the characteristics of  
some portion of the debt securities market or the entire debt securities market.

MUNICIPAL SECURITIES                                                            
The two principal classifications of municipal securities are bonds and notes.  
Municipal bonds are intended to meet longer-term capital needs while municipal  
notes are intended to fulfill short-term capital needs. Municipal notes         
generally have original maturities not exceeding one year. Municipal notes      
include tax anticipation notes, revenue anticipation notes, bond anticipation   
notes, variable rate demand obligations, and tax-exempt commercial paper.       

Municipal bonds are typically classified as "general obligation" or "revenue"   
or "special obligation" bonds. General obligation bonds are secured by the      
issuer's pledge of its full faith, credit, and taxing power for the payment of  
principal and interest. Revenue or special obligation bonds are payable only    
from the revenues derived from a particular facility or class of facilities or, 
in some cases, from the proceeds of a special excise or other tax, but not from 
general tax revenues. The AB TAX-AWARE FIXED INCOME PORTFOLIO may invest in     
revenue bonds, which generally do not have the pledge of the credit of the      
issuer. The payment of the principal and interest on revenue bonds is dependent 
solely on the ability of the user of the facilities financed by the bonds to    
meet its financial obligations and the pledge, if any, of real and personal     
property financed as security for such payment. The AB TAX-AWARE FIXED INCOME   
PORTFOLIO may invest more than 25% of its total assets in securities or         
obligations that are related in such a way that business or political           
developments or changes affecting one such security could also affect the       
others (for example, securities with interest that is paid from projects of a   
similar type).                                                                  

The AB TAX-AWARE FIXED INCOME PORTFOLIO may invest in municipal lease           
obligations. A municipal lease obligation is not backed by the full faith and   
credit of the issuing municipality, but is usually backed by the municipality's 
pledge to make annual appropriations for lease payments. Thus, it is possible   
that a municipality will not appropriate money for lease payments.              
Additionally, some municipal lease obligations may allow for lease cancellation 
prior to the maturity date of the security. Municipal lease obligations may be  
less readily marketable than other municipal securities and some may be         
illiquid.                                                                       

Current federal tax law distinguishes between municipal securities issued to    
finance certain private activities ("private activity bonds") and other         
municipal securities. Private activity bonds, most of which are AMT-Subject     
bonds and are also revenue bonds, include bonds issued to finance such projects 
as airports,                                                                    

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housing projects, resource recovery programs, solid waste disposal facilities,  
and student loan programs. Bonds of certain sectors have special risks. For     
example, the health-care industry can be affected by federal or state           
legislation, electric utilities are subject to governmental regulation, and     
private activity bonds are not government-backed. Attempts to restructure the   
tax system may have adverse effects on the value of municipal securities or     
make them less attractive to investors relative to taxable treatments.          

The AB TAX-AWARE FIXED INCOME PORTFOLIO may purchase municipal securities that  
are insured as to the payment of principal and interest under policies issued   
by certain insurance companies. Historically, insured municipal securities      
typically received a higher credit rating, which meant that the issuer of the   
securities paid a lower interest rate. As a result of declines in the credit    
quality and associated downgrades of most insurers, insurance has less value    
than it did in the past. The market now values insured municipal securities     
primarily based on the credit quality of the issuer of the security with little 
value given to the insurance feature. In purchasing such insured municipal      
securities, the Adviser evaluates the risk and return of municipal securities   
through its own research.                                                       

If an insurance company's rating is downgraded or the company becomes           
insolvent, the prices of municipal securities insured by the insurance company  
may decline. The Adviser believes that downgrades in insurance company ratings  
or insurance company insolvencies will present limited risk to the Fund. The    
underlying credit quality of the issuers of the insured municipal securities    
(generally investment grade) reduces the risk of a significant reduction in the 
value of the insured municipal security.                                        

PREFERRED STOCK                                                                 
A Fund may invest in preferred stock. Preferred stock is subordinated to any    
debt the issuer has outstanding. Accordingly, preferred stock dividends are not 
paid until all debt obligations are first met. Preferred stock may be subject   
to more fluctuations in market value, due to changes in market participants'    
perceptions of the issuer's ability to continue to pay dividends, than debt of  
the same issuer. These investments include convertible preferred stock, which   
includes an option for the holder to convert the preferred stock into the       
issuer's common stock under certain conditions, among which may be the          
specification of a future date when the conversion must begin, a certain number 
of shares of common stock per share of preferred stock, or a certain price per  
share for the common stock. Convertible preferred stock tends to be more        
volatile than non-convertible preferred stock, because its value is related to  
the price of the issuer's common stock as well as the dividends payable on the  
preferred stock.                                                                

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS                            
A Fund may enter into repurchase agreements in which a Fund purchases a         
security from a bank or broker-dealer, which agrees to repurchase the security  
from the Fund at an agreed-upon future date, normally a day or a few days       
later. The purchase and repurchase transactions are transacted under one        
agreement. The resale price is greater than the purchase price, reflecting an   
agreed-upon interest rate for the period the buyer's money is invested in the   
security. Such agreements permit a Fund to keep all of its assets at work while 
retaining "overnight" flexibility in pursuit of investments of a longer-term    
nature. If the bank or broker-dealer defaults on its repurchase obligation, a   
Fund would suffer a loss to the extent that the proceeds from the sale of the   
security were less than the repurchase price.                                   

A Fund may enter into buy/sell back transactions, which are similar to          
repurchase agreements. In this type of transaction, a Fund enters a trade to    
buy securities at one price and simultaneously enters a trade to sell the same  
securities at another price on a specified date. Similar to a repurchase        
agreement, the repurchase price is higher than the sale price and reflects      
current interest rates. Unlike a repurchase agreement, however, the buy/sell    
back transaction is considered two separate transactions.                       

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLLS                                  
A Fund may enter into reverse repurchase agreements and dollar rolls, subject   
to the Fund's limitations on borrowings. The terms of reverse repurchase        
agreements are essentially the reverse of "repurchase agreements" described     
above; in a reverse repurchase agreement transaction, the Fund sells a security 
and simultaneously agrees to repurchase it at a specified time and price. The   
economic effect of a reverse repurchase agreement is that of the Fund borrowing 
money on a secured basis, and reverse repurchase agreements may be considered   
borrowings for some purposes. Even though the Fund posts securities as          
collateral, the Fund maintains exposure to price declines on these securities   
since it has agreed to repurchase the securities at a fixed price. Accordingly, 
reverse repurchase agreements create leverage risk for the Fund because the     
Fund maintains exposure to price declines of both the securities it sells in    
the reverse repurchase agreement and any securities it purchases with the cash  
it receives under the reverse repurchase agreement. If the value of the posted  
collateral declines, the counterparty would require the Fund to post additional 
collateral. If the value of the collateral increases, the Fund may ask for some 
of its collateral back. If the counterparty defaults and fails to sell the      
securities back to the Fund at a time when the market purchase price of the     
securities exceeds the agreed-upon repurchase price, the Fund would suffer a    
loss.                                                                           

Dollar rolls involve sales by a Fund of securities for delivery in the current  
month and the Fund's simultaneously contracting to repurchase substantially     
similar (same type and coupon) securities on a specified future date. During    
the roll period, a Fund forgoes principal and interest paid on the securities.  
A Fund is compensated by the difference between the current sales price and the 
lower forward price for the future purchase (often referred to as the "drop")   
as well as by the interest earned on the cash proceeds of the initial sale.     

Reverse repurchase agreements and dollar rolls involve the risk that the market 
value of the securities a Fund is obligated to repurchase under the agreement   
may decline below the repurchase price. In the event the buyer of securities    
under a reverse repurchase agreement or dollar roll files for bankruptcy or     
becomes insolvent, a Fund's use of the proceeds of the                          

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agreement may be restricted pending a determination by the other party, or its  
trustee or receiver, whether to enforce the Fund's obligation to repurchase the 
securities.                                                                     

RIGHTS AND WARRANTS                                                             
Rights and warrants are option securities permitting their holders to subscribe 
for other securities. Rights are similar to warrants except that they have a    
substantially shorter duration. Rights and warrants do not carry with them      
dividend or voting rights with respect to the underlying securities, or any     
rights in the assets of the issuer. As a result, an investment in rights and    
warrants may be considered more speculative than certain other types of         
investments. In addition, the value of a right or a warrant does not            
necessarily change with the value of the underlying securities, and a right or  
a warrant ceases to have value if it is not exercised prior to its expiration   
date.                                                                           

SHORT SALES                                                                     
A Fund, except AB TAX-AWARE FIXED INCOME PORTFOLIO, may make short sales as a   
part of overall portfolio management or to offset a potential decline in the    
value of a security. A short sale involves the sale of a security that a Fund   
does not own, or if the Fund owns the security, is not to be delivered upon     
consummation of the sale. When the Fund makes a short sale of a security that   
it does not own, it must borrow from a broker-dealer the security sold short    
and deliver the security to the broker-dealer upon conclusion of the short sale.

If the price of the security sold short increases between the time of the short 
sale and the time a Fund replaces the borrowed security, the Fund will incur a  
loss; conversely, if the price declines, the Fund will realize a short-term     
capital gain. The potential for the price of a fixed-income security sold short 
to rise is a function of the combination of the remaining maturity of the       
obligation, its creditworthiness and its yield. Unlike short sales of equities  
or other instruments, potential for the price of a fixed-income security to     
rise may be limited due to the fact that the security will be no more than par  
at maturity. However, the short sale of other instruments or securities         
generally, including fixed-income securities convertible into equities or other 
instruments, a fixed-income security trading at a deep discount from par or     
that pays a coupon that is high in relative and/or absolute terms, or that is   
denominated in a currency other than the U.S. Dollar, involves the possibility  
of a theoretically unlimited loss since there is a theoretically unlimited      
potential for the market price of the security sold short to increase.          

STANDBY COMMITMENT AGREEMENTS                                                   
Standby commitment agreements are similar to put options that commit a Fund,    
for a stated period of time, to purchase a stated amount of a security that may 
be issued and sold to the Fund at the option of the issuer. The price and       
coupon of the security are fixed at the time of the commitment. At the time of  
entering into the agreement, the Fund is paid a commitment fee, regardless of   
whether the security ultimately is issued. A Fund will enter into such          
agreements only for the purpose of investing in the security underlying the     
commitment at a yield and price considered advantageous to the Fund and         
unavailable on a firm commitment basis.                                         

There is no guarantee that a security subject to a standby commitment will be   
issued. In addition, the value of the security, if issued, on the delivery date 
may be more or less than its purchase price. Since the issuance of the security 
is at the option of the issuer, a Fund will bear the risk of capital loss in    
the event the value of the security declines and may not benefit from an        
appreciation in the value of the security during the commitment period if the   
issuer decides not to issue and sell the security to the Fund.                  

SOVEREIGN DEBT OBLIGATIONS                                                      
No established secondary markets may exist for many sovereign debt obligations. 
Reduced secondary market liquidity may have an adverse effect on the market     
price and a Fund's ability to dispose of particular instruments when necessary  
to meet its liquidity requirements or in response to specific economic events   
such as a deterioration in the creditworthiness of the issuer. Reduced          
secondary market liquidity for certain sovereign debt obligations may also make 
it more difficult for a Fund to obtain accurate market quotations for the       
purpose of valuing its portfolio. Market quotations are generally available on  
many sovereign debt obligations only from a limited number of dealers and may   
not necessarily represent firm bids of those dealers or prices for actual sales.

By investing in sovereign debt obligations, the Funds will be exposed to the    
direct or indirect consequences of political, social, and economic changes in   
various countries. Political changes in a country may affect the willingness of 
a foreign government to make or provide for timely payments of its obligations. 
The country's economic status, as reflected in, among other things, its         
inflation rate, the amount of its external debt and its gross domestic product, 
will also affect the government's ability to honor its obligations.             

The Funds are permitted to invest in sovereign debt obligations that are not    
current in the payment of interest or principal or are in default so long as    
the Adviser believes it to be consistent with the Funds' investment objectives. 
The Funds may have limited legal recourse in the event of a default with        
respect to certain sovereign debt obligations they hold. For example, remedies  
from defaults on certain sovereign debt obligations, unlike those on private    
debt, must, in some cases, be pursued in the courts of the defaulting party     
itself. Legal recourse therefore may be significantly diminished. Bankruptcy,   
moratorium, and other similar laws applicable to issuers of sovereign debt      
obligations may be substantially different from those applicable to issuers of  
private debt obligations. The political context, expressed as the willingness   
of an issuer of sovereign debt obligations to meet the terms of the debt        
obligation, for example, is of considerable importance. In addition, no         
assurance can be given that the holders of commercial bank debt will not        
contest payments to the holders of securities issued by foreign governments in  
the event of default under commercial bank loan agreements.                     

STRUCTURED PRODUCTS                                                             
A Fund may invest in certain hybrid derivatives-type investments that combine   
features of a traditional stock or bond with those of, for example, a futures   
contract or an option. These                                                    

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investments include structured notes and indexed securities, commodity-linked   
notes and commodity index-linked notes and credit-linked securities. The        
performance of the structured product, which is generally a fixed-income        
security, is tied (positively or negatively) to the price or prices of an       
unrelated reference indicator such as a security or basket of securities,       
currencies, commodities, a securities or commodities index or a credit default  
swap or other kinds of swaps. The structured product may not pay interest or    
protect the principal invested. The structured product or its interest rate may 
be a multiple of the reference indicator and, as a result, may be leveraged and 
move (up or down) more rapidly than the reference indicator. Investments in     
structured products may provide a more efficient and less expensive means of    
investing in underlying securities, commodities or other derivatives, but may   
potentially be more volatile, less liquid and carry greater market risk than    
investments in traditional securities. The purchase of a structured product     
also exposes a Fund to the credit risk of the issuer of the structured product. 

Structured notes are derivative debt instruments. The interest rate or          
principal of these notes is determined by reference to an unrelated indicator   
(for example, a currency, security, or index thereof) unlike a typical note     
where the borrower agrees to make fixed or floating interest payments and to    
pay a fixed sum at maturity. Indexed securities may include structured notes as 
well as securities other than debt securities, the interest or principal of     
which is determined by an unrelated indicator.                                  

Commodity-linked notes and commodity index-linked notes provide exposure to the 
commodities markets. These are derivative securities with one or more           
commodity-linked components that have payment features similar to commodity     
futures contracts, commodity options, commodity indices or similar instruments. 
Commodity-linked products may be either equity or debt securities, leveraged or 
unleveraged, and have both security- and commodity-like characteristics. A      
portion of the value of these instruments may be derived from the value of a    
commodity, futures contract, index or other economic variable.                  

A Fund may also invest in certain hybrid derivatives-type investments that      
combine features of a traditional bond with those of certain derivatives such   
as a credit default swap, an interest rate swap or other securities. These      
investments include credit-linked securities. The issuers of these securities   
frequently are limited purpose trusts or other special purpose vehicles that    
invest in a derivative instrument or basket of derivative instruments in order  
to provide exposure to certain fixed-income markets. For instance, a Fund may   
invest in credit-linked securities as a cash management tool to gain exposure   
to a certain market or to remain fully invested when more traditional           
income-producing securities are not available. The performance of the           
structured product, which is generally a fixed-income security, is linked to    
the receipt of payments from the counterparties to the derivative instruments   
or other securities. A Fund's investments in credit-linked securities are       
indirectly subject to the risks associated with derivative instruments,         
including among others, credit risk, default risk, counterparty risk, interest  
rate risk and leverage risk. These securities are generally structured as Rule  
144A Securities so that they may be freely traded among institutional buyers.   
However, changes in the market for credit-linked securities or the availability 
of willing buyers may result in the securities becoming illiquid.               

TENDER OPTION BOND TRANSACTIONS                                                 
The AB TAX-AWARE FIXED INCOME PORTFOLIO may enter into tender option bonds      
("TOBs") in which the Fund may sell a municipal security to a broker, which, in 
turn deposits the bond into a special purpose vehicle, which is generally       
organized as a trust, sponsored by the broker (the "Trust"). The Fund receives  
cash and a residual interest security (sometimes referred to as "inverse        
floaters") issued by the Trust in return. The Trust simultaneously issues       
securities, which pay an interest rate that is reset each week based on an      
index of high-grade short-term demand notes. These securities (sometimes        
referred to as "floaters") are bought by third parties, including tax-exempt    
money market funds, and can be tendered by these holders to a liquidity         
provider at par, unless certain events occur. Under certain circumstances, the  
Trust may be terminated or collapsed, either by the Fund or upon the occurrence 
of certain events, such as a downgrade in the credit quality of the underlying  
bond or in the event holders of the floaters tender their securities to the     
liquidity provider. The Fund continues to earn all the interest from the        
transferred bond less the amount of interest paid on the floaters and the       
expenses of the Trust, which include payments to the trustee and the liquidity  
provider and organizational costs. The Fund uses the cash received from the     
transaction for investment purposes, which involves leverage risk. For a        
discussion of the risks of TOBs, see "Borrowing and Leverage" below.            

VARIABLE, FLOATING AND INVERSE FLOATING-RATE INSTRUMENTS                        
Variable and floating-rate securities pay interest at rates that are adjusted   
periodically, according to a specified formula. A "variable" interest rate      
adjusts at predetermined intervals (e.g., daily, weekly or monthly), while a    
"floating" interest rate adjusts whenever a specified benchmark rate (such as   
the bank prime lending rate) changes.                                           

A Fund may also invest in inverse floating-rate debt instruments ("inverse      
floaters"). The interest rate on an inverse floater resets in the opposite      
direction from the market rate of interest to which the inverse floater is      
indexed. An inverse floater may have greater volatility in market value, in     
that, during periods of rising interest rates, the market values of inverse     
floaters will tend to decrease more rapidly than those of fixed-rate securities.

ZERO-COUPON AND PRINCIPAL-ONLY SECURITIES                                       
Zero-coupon securities and principal-only (PO) securities are debt securities   
that have been issued without interest coupons or stripped of their unmatured   
interest coupons, and include receipts or certificates representing interests   
in such stripped debt obligations and coupons. Such a security pays no interest 
to its holder during its life. Its value to an investor consists of the         
difference between its face value at the time of maturity and the price for     
which it was acquired, which is generally an                                    

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amount significantly less than its face value. Such securities usually trade at 
a deep discount from their face or par value and are subject to greater         
fluctuations in market value in response to changing interest rates than debt   
obligations of comparable maturities and credit quality that make current       
distributions of interest. On the other hand, because there are no periodic     
interest payments to be reinvested prior to maturity, these securities          
eliminate reinvestment risk and "lock in" a rate of return to maturity.         

ADDITIONAL RISK AND OTHER CONSIDERATIONS                                        
Investments in the Funds involve the special risk considerations described      
below.                                                                          

BORROWING AND LEVERAGE                                                          
The Funds, except AB TAX-AWARE FIXED INCOME PORTFOLIO, may use borrowings for   
investment purposes subject to applicable statutory or regulatory requirements. 
Borrowings by a Fund result in leveraging of the Fund's shares. Each of the     
Funds may also use leverage for investment transactions by entering into        
transactions such as reverse repurchase agreements, forward contracts and       
dollar rolls. In particular, AB TAX-AWARE FIXED INCOME PORTFOLIO may enter into 
such transactions as TOB transactions and credit default and interest rate      
swaps. This means that a Fund uses cash made available during the term of these 
transactions to make investments in other fixed-income securities.              

Utilization of leverage, which is usually considered speculative, involves      
certain risks to a Fund's shareholders. These include a higher volatility of    
the NAV of a Fund's shares and the relatively greater effect on the NAV of the  
shares. So long as a Fund is able to realize a net return on its investment     
portfolio that is higher than the interest expense paid on borrowings or the    
carrying costs of leveraged transactions, the effect of leverage will be to     
cause the Fund's shareholders to realize a higher net return than if the Fund   
were not leveraged. If the interest expense on borrowings or the carrying costs 
of leveraged transactions approaches the net return on a Fund's investment      
portfolio, the benefit of leverage to the Fund's shareholders will be reduced.  
If the interest expense on borrowings or the carrying costs of leveraged        
transactions were to exceed the net return to shareholders, a Fund's use of     
leverage would result in a lower rate of return. Similarly, the effect of       
leverage in a declining market would normally be a greater decrease in NAV. In  
an extreme case, if the Fund's current investment income were not sufficient to 
meet the carrying costs of leveraged transactions, it could be necessary for    
the Fund to liquidate certain of its investments in adverse circumstances,      
potentially significantly reducing its NAV.                                     

During periods of rising short-term interest rates, the interest paid on        
floaters in TOBs would increase, which may adversely affect the AB TAX-AWARE    
FIXED INCOME PORTFOLIO's net return. If rising short-term rates coincide with a 
period of rising long-term rates, the value of the long-term municipal bonds    
purchased with the proceeds of leverage would decline, adversely affecting the  
Fund's NAV. In certain circumstances, adverse changes in interest rates or      
other events could cause a TOB Trust to terminate or collapse, potentially      
requiring the Fund to liquidate longer-term municipal securities at unfavorable 
prices to meet the Trust's outstanding obligations.                             

FOREIGN (NON-U.S.) SECURITIES                                                   
Investing in foreign securities involves special risks and considerations not   
typically associated with investing in U.S. securities. The securities markets  
of many foreign countries are relatively small, with the majority of market     
capitalization and trading volume concentrated in a limited number of companies 
representing a small number of industries. A Fund that invests in foreign       
fixed-income securities may experience greater price volatility and             
significantly lower liquidity than a portfolio invested solely in securities of 
U.S. companies. These markets may be subject to greater influence by adverse    
events generally affecting the market, and by large investors trading           
significant blocks of securities, than is usual in the United States.           

Securities registration, custody, and settlement may in some instances be       
subject to delays and legal and administrative uncertainties. Foreign           
investment in the securities markets of certain foreign countries is restricted 
or controlled to varying degrees. These restrictions or controls may at times   
limit or preclude investment in certain securities and may increase the costs   
and expenses of a Fund. In addition, the repatriation of investment income,     
capital or the proceeds of sales of securities from certain of the countries is 
controlled under regulations, including in some cases the need for certain      
advance government notification or authority, and if a deterioration occurs in  
a country's balance of payments, the country could impose temporary             
restrictions on foreign capital remittances.                                    

A Fund also could be adversely affected by delays in, or a refusal to grant,    
any required governmental approval for repatriation, as well as by the          
application to it of other restrictions on investment. Investing in local       
markets may require a Fund to adopt special procedures or seek local            
governmental approvals or other actions, any of which may involve additional    
costs to a Fund. These factors may affect the liquidity of a Fund's investments 
in any country and the Adviser will monitor the effect of any such factor or    
factors on a Fund's investments. Transaction costs, including brokerage         
commissions for transactions both on and off the securities exchanges, in many  
foreign countries are generally higher than in the United States.               

Issuers of securities in foreign jurisdictions are generally not subject to the 
same degree of regulation as are U.S. issuers with respect to such matters as   
insider trading rules, restrictions on market manipulation, shareholder proxy   
requirements, and timely disclosure of information. The reporting, accounting,  
and auditing standards of foreign countries may differ, in some cases           
significantly, from U.S. standards in important respects, and less information  
may be available to investors in foreign securities than to investors in U.S.   
securities. Substantially less information is publicly available about certain  
non-U.S. issuers than is available about most U.S. issuers.                     

The economies of individual foreign countries may differ favorably or           
unfavorably from the U.S. economy in such respects as growth of gross domestic  
product or gross national product,                                              

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rate of inflation, capital reinvestment, resource self-sufficiency, and balance 
of payments position. Nationalization, expropriation or confiscatory taxation,  
currency blockage, political changes, government regulation, political or       
social instability, revolutions, wars or diplomatic developments could affect   
adversely the economy of a foreign country. In the event of nationalization,    
expropriation, or other confiscation, a Fund could lose its entire investment   
in securities in the country involved. In addition, laws in foreign countries   
governing business organizations, bankruptcy and insolvency may provide less    
protection to security holders such as the Funds than that provided by U.S.     
laws.                                                                           

Investments in securities of companies in emerging markets involve special      
risks. There are approximately 100 countries identified by the World Bank as    
Low Income, Lower Middle Income and Upper Middle Income countries that are      
generally regarded as emerging markets. Emerging market countries that the      
Adviser currently considers for investment are listed below. Countries may be   
added to or removed from this list at any time.                                 

Argentina                 Hungary                   Peru                      
Belarus                   India                     Philippines               
Belize                    Indonesia                 Poland                    
Brazil                    Iraq                      Russia                    
Bulgaria                  Ivory Coast               Senegal                   
Chile                     Jamaica                   Serbia                    
China                     Jordan                    South Africa              
Colombia                  Kazakhstan                South Korea               
Croatia                   Lebanon                   Sri Lanka                 
Dominican Republic        Lithuania                 Taiwan                    
Ecuador                   Malaysia                  Thailand                  
Egypt                     Mexico                    Turkey                    
El Salvador               Mongolia                  Ukraine                   
Gabon                     Nigeria                   Uruguay                   
Georgia                   Pakistan                  Venezuela                 
Ghana                     Panama                    Vietnam                   

Investing in emerging market securities imposes risks different from, or        
greater than, risks of investing in domestic securities or in foreign,          
developed countries. These risks include: smaller market capitalization of      
securities markets, which may suffer periods of relative illiquidity;           
significant price volatility; restrictions on foreign investment; and possible  
repatriation of investment income and capital. In addition, foreign investors   
may be required to register the proceeds of sales and future economic or        
political crises could lead to price controls, forced mergers, expropriation or 
confiscatory taxation, seizure, nationalization, or creation of government      
monopolies. The currencies of emerging market countries may experience          
significant declines against the U.S. Dollar, and devaluation may occur         
subsequent to investments in these currencies by a Fund. Inflation and rapid    
fluctuations in inflation rates have had, and may continue to have, negative    
effects on the economies and securities markets of certain emerging market      
countries.                                                                      

Additional risks of emerging market securities may include: greater social,     
economic and political uncertainty and instability; more substantial            
governmental involvement in the economy; less governmental supervision and      
regulation; unavailability of currency hedging techniques; companies that are   
newly organized and small; differences in auditing and financial reporting      
standards, which may result in unavailability of material information about     
issuers; and less developed legal systems. In addition, emerging securities     
markets may have different clearance and settlement procedures, which may be    
unable to keep pace with the volume of securities transactions or otherwise     
make it difficult to engage in such transactions. Settlement problems may cause 
a Fund to miss attractive investment opportunities, hold a portion of its       
assets in cash pending investment, or be delayed in disposing of a portfolio    
security. Such a delay could result in possible liability to a purchaser of the 
security.                                                                       

FOREIGN (NON-U.S.) CURRENCIES                                                   
Investing in and exposure to foreign currencies involve special risks and       
considerations. A Fund that invests some portion of its assets in securities    
denominated in, and receives revenues in, foreign currencies will be adversely  
affected by reductions in the value of those currencies relative to the U.S.    
Dollar. Foreign currency exchange rates may fluctuate significantly. They are   
determined by supply and demand in the foreign exchange markets, the relative   
merits of investments in different countries, actual or perceived changes in    
interest rates, and other complex factors. Currency exchange rates also can be  
affected unpredictably by intervention (or the failure to intervene) by U.S. or 
foreign governments or central banks or by currency controls or political       
developments. In light of these risks, a Fund may engage in certain currency    
hedging transactions, as described above, which involve certain special risks.  

A Fund may also invest directly in foreign currencies for non-hedging purposes  
on a spot basis (i.e., cash) or through derivatives transactions, such as       
forward currency exchange contracts, futures contracts and options thereon,     
swaps and options as described above. These investments will be subject to the  
same risks. In addition, currency exchange rates may fluctuate significantly    
over short periods of time, causing a Fund's NAV to fluctuate.                  

INVESTMENT IN BELOW INVESTMENT GRADE FIXED-INCOME SECURITIES                    
Investments in securities rated below investment grade (commonly known as "junk 
bonds") are subject to greater risk of loss of principal and interest than      
higher-rated securities. These securities are also generally considered to be   
subject to greater market risk than higher-rated securities. The capacity of    
issuers of these securities to pay interest and repay principal is more likely  
to weaken than is that of issuers of higher-rated securities in times of        
deteriorating economic conditions or rising interest rates. In addition, below  
investment grade securities may be more susceptible to real or perceived        
adverse economic conditions than investment grade securities.                   

The market for these securities may be thinner and less active than that for    
higher-rated securities, which can adversely affect the prices at which these   
securities can be sold. To the extent that there is no established secondary    
market for these securities, a Fund may experience difficulty in valuing such   
securities and, in turn, the Fund's assets.                                     

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UNRATED SECURITIES                                                              
A Fund may invest in unrated securities when the Adviser believes that the      
financial condition of the issuers of such securities, or the protection        
afforded by the terms of the securities themselves, limits the risk to the Fund 
to a degree comparable to that of rated securities that are consistent with the 
Fund's objective and policies.                                                  

FUTURE DEVELOPMENTS                                                             
A Fund may take advantage of other investment practices that are not currently  
contemplated for use by the Fund, or are not available but may yet be           
developed, to the extent such investment practices are consistent with the      
Fund's investment objective and legally permissible for the Fund. Such          
investment practices, if they arise, may involve risks that exceed those        
involved in the activities described above.                                     

CHANGES IN INVESTMENT OBJECTIVES AND POLICIES                                   
A Fund's Board of Directors (the "Board") may change the Fund's investment      
objective without shareholder approval. The Fund will provide shareholders with 
60 days' prior written notice of any change to the Fund's investment objective. 
Funds that have a policy to invest at least 80% of their net assets in          
securities indicated by their name will not change their policies without 60    
days' prior written notice to shareholders. Unless otherwise noted, all other   
investment policies of a Fund may be changed without shareholder approval.      

TEMPORARY DEFENSIVE POSITION                                                    
For temporary defensive purposes in an attempt to respond to adverse market,    
economic, political or other conditions, each Fund may invest in certain types  
of short-term, liquid, investment grade or high-quality (depending on the Fund) 
debt securities or, with respect to AB TAX-AWARE FIXED INCOME PORTFOLIO,        
high-quality municipal notes or variable-rate demand obligations, or in taxable 
cash equivalents. While a Fund is investing for temporary defensive purposes,   
it may not meet its investment objective.                                       

PORTFOLIO HOLDINGS                                                              
A description of the Funds' policies and procedures with respect to the         
disclosure of the Funds' portfolio securities is available in the Funds' SAI.   

CYBER SECURITY RISK                                                             
Mutual funds, including the Funds, are susceptible to cyber security            
risk. Cyber security breaches may allow an unauthorized party to gain access to 
Fund assets, customer data, or proprietary information, or cause a Fund and/or  
its service providers to suffer data corruption or lose operational             
functionality. In addition, cyber security breaches at issuers in which a Fund  
invests may affect the value of your investment in the Fund.                    

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INVESTING IN THE FUNDS                                                          
--------------------------------------------------------------------------------

This section discusses how to buy, sell or redeem, or exchange different        
classes of shares of a Fund that are offered in this Prospectus. The Funds      
offer eight classes of shares through this Prospectus, except for AB HIGH YIELD 
PORTFOLIO, which offers seven classes of shares, and AB LIMITED DURATION HIGH   
INCOME PORTFOLIO, AB CREDIT LONG/SHORT PORTFOLIO and AB TAX-AWARE FIXED INCOME  
PORTFOLIO, which offer three classes of shares.                                 

The NAVs of AB UNCONSTRAINED BOND FUND and AB HIGH YIELD PORTFOLIO are          
disclosed daily on the Funds' website or through the investor's online account  
information at www.ABglobal.com and/or by calling (800) 221-5672.               

Each share class represents an investment in the same portfolio of securities,  
but the classes may have different sales charges and bear different ongoing     
distribution expenses. For additional information on the differences between    
the different classes of shares and factors to consider when choosing among     
them, please see "The Different Share Class Expenses" and "Choosing a Share     
Class" below. ONLY CLASS A SHARES OFFER QUANTITY DISCOUNTS ON SALES CHARGES, as 
described below.                                                                

HOW TO BUY SHARES                                                               
The purchase of a Fund's shares is priced at the next-determined NAV after your 
order is received in proper form.                                               

CLASS A, CLASS B AND CLASS C SHARES - SHARES AVAILABLE TO RETAIL INVESTORS      
EFFECTIVE JANUARY 31, 2009, SALES OF CLASS B SHARES OF THE FUNDS TO NEW         
INVESTORS WERE SUSPENDED. CLASS B SHARES MAY ONLY BE PURCHASED (I) BY EXISTING  
CLASS B SHAREHOLDERS AS OF JANUARY 31, 2009, (II) THROUGH EXCHANGE OF CLASS B   
SHARES FROM ANOTHER AB MUTUAL FUND, OR (III) AS OTHERWISE DESCRIBED BELOW.      

You may purchase a Fund's Class A, Class B, or Class C shares through financial 
intermediaries, such as broker-dealers or banks. You also may purchase shares   
directly from the Funds' principal underwriter, AllianceBernstein Investments,  
Inc., or ABI. These purchases may be subject to an initial sales charge, an     
asset-based sales charge or CDSC as described below.                            

PURCHASE MINIMUMS AND MAXIMUMS                                                  
------------------------------                                                  

MINIMUMS:*                                                                      

--Initial:                     $2,500                                           
--Subsequent:                  $   50                                           

*Purchase minimums may not apply to some accounts established in connection     
with the Automatic Investment Program and to some retirement-related          
investment programs. These investment minimums do not apply to persons        
participating in a fee-based program sponsored and maintained by a registered 
broker-dealer or other financial intermediary and approved by ABI.            

MAXIMUM INDIVIDUAL PURCHASE AMOUNT:                                             

                                                                [Download Table]
                                         
--Class A shares                     None
--Class B shares               $  100,000
--Class C shares               $1,000,000

OTHER PURCHASE INFORMATION                                                      
Your broker or financial advisor must receive your purchase request by the Fund 
Closing Time, which is the close of regular trading on any day the Exchange is  
open (ordinarily, 4:00 p.m., Eastern time, but sometimes earlier, as in the     
case of scheduled half-day trading or unscheduled suspensions of trading), and  
submit it to the Fund by a pre-arranged time for you to receive the             
next-determined NAV, less any applicable initial sales charge.                  

If you are an existing Fund shareholder and you have completed the appropriate  
section of the Mutual Fund Application, you may purchase additional shares by   
telephone with payment by electronic funds transfer in amounts not exceeding    
$500,000. AllianceBernstein Investor Services, Inc., or ABIS, must receive and  
confirm telephone requests before the Fund Closing Time, to receive that day's  
public offering price. Call 800-221-5672 to arrange a transfer from your bank   
account.                                                                        

Shares of the Funds are generally available for purchase in the United States,  
Puerto Rico, Guam, American Samoa and the U.S. Virgin Islands. Except to the    
extent otherwise permitted by a Fund, the Funds will only accept purchase       
orders directly from U.S. citizens with a U.S. address (including an APO or FPO 
address) or resident aliens with a U.S. address (including an APO or FPO        
address) and a U.S. taxpayer identification number (i.e., W-9 tax status).      
Subject to the requirements of local law applicable to the offering of Fund     
shares, U.S. citizens (i.e., W-9 tax status) residing in foreign countries are  
permitted to purchase shares of the Funds through their accounts at U.S.        
registered broker/dealers and other similar U.S. financial intermediaries,      
provided the broker-dealer or intermediary has an agreement with the Funds'     
distributor permitting it to accept orders for the purchase and sale of Fund    
shares.                                                                         

The Funds will not accept purchase orders (including orders for the purchase of 
additional shares) from foreign persons or entities or from resident aliens     
who, to the knowledge of a Fund, have reverted to non-resident status (e.g., a  
resident alien who has a non-U.S. address at time of purchase).                 

..  TAX-DEFERRED ACCOUNTS                                                       
Class A shares are also available to the following tax-deferred arrangements:   

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

..  SEPs, SAR-SEPs, SIMPLE IRAs, and individual 403(b) plans (no investment     
minimum); and                                                             

..  AllianceBernstein-sponsored Coverdell Education Savings Accounts ($2,000    
initial investment minimum, $150 Automatic Investment Program monthly     
minimum).                                                                 

Class C shares are available to AllianceBernstein Link, AllianceBernstein       
Individual 401(k), AllianceBernstein SIMPLE IRA plans with less than $250,000   
in plan assets and 100 employees, and to group retirement plans with plan       
assets of less than $1,000,000.                                                 

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ADVISOR CLASS SHARES                                                            
You may purchase Advisor Class shares through your financial advisor at NAV.    
Advisor Class shares may be purchased and held solely:                          

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

..  through a defined contribution employee benefit plan (e.g., a 401(k) plan)  
that has at least $10,000,000 in assets and that purchases shares directly
without the involvement of a financial intermediary; and                  

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

The Funds' SAI has more detailed information about who may purchase and hold    
Advisor Class shares.                                                           

CLASS A, CLASS R, CLASS K, CLASS I AND CLASS Z SHARES - SHARES AVAILABLE TO     
GROUP RETIREMENT PLANS                                                          
Class A, Class R, Class K, Class I and Class Z shares are available at NAV,     
without an initial sales charge, to 401(k) plans, 457 plans, employer-sponsored 
403(b) plans, profit-sharing and money purchase pension plans, defined benefit  
plans, and non-qualified deferred compensation plans where plan level or        
omnibus accounts are held on the books of a Fund ("group retirement plans").    

Class A shares are also available at NAV to the AllianceBernstein Link,         
AllianceBernstein Individual 401(k) and AllianceBernstein SIMPLE IRA plans but  
only if such plans have at least $250,000 in plan assets or 100 employees, and  
to certain defined contribution retirement plans that do not have plan level or 
omnibus accounts on the books of the Fund.                                      

Class A, Class R, Class K, Class I and Class Z shares are also available to     
certain AllianceBernstein-sponsored group retirement plans. Class R, Class K,   
Class I and Class Z shares generally are not available to retail non-retirement 
accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts,      
SEPs, SAR-SEPs, SIMPLE IRAs and individual 403(b) plans. Class I shares are not 
currently available to group retirement plans in the                            
AllianceBernstein-sponsored programs known as the "Informed Choice" programs.   

Class I and Class Z shares are also available to certain institutional clients  
of the Adviser who invest at least $2,000,000 in a Fund.                        

REQUIRED INFORMATION                                                            
A Fund is required by law to obtain, verify, and record certain personal        
information from you or persons authorized to act on your behalf in order to    
establish an account. Required information includes name, date of birth,        
permanent residential address and taxpayer identification number (for most      
investors, your social security number). A Fund may also ask to see other       
identifying documents. If you do not provide the information, the Fund will not 
be able to open your account. If a Fund is unable to verify your identity, or   
that of another person(s) authorized to act on your behalf, or, if the Fund     
believes it has identified potentially criminal activity, the Fund reserves the 
right to take action it deems appropriate or as required by law, which may      
include closing your account. If you are not a U.S. citizen or resident alien,  
your account must be affiliated with a Financial Industry Regulatory Authority, 
or FINRA, member firm.                                                          

A Fund is required to withhold 28% of taxable dividends, capital gains          
distributions, and redemptions paid to any shareholder who has not provided the 
Fund with his or her correct taxpayer identification number. To avoid this, you 
must provide your correct taxpayer identification number on your Mutual Fund    
Application.                                                                    

GENERAL                                                                         
IRA custodians, plan sponsors, plan fiduciaries, plan recordkeepers, and other  
financial intermediaries may establish their own eligibility requirements as to 
the purchase, sale or exchange of Fund shares, including minimum and maximum    
investment requirements. A Fund is not responsible for, and has no control      
over, the decisions of any plan sponsor, fiduciary or other financial           
intermediary to impose such differing requirements. ABI may refuse any order to 
purchase shares. Each Fund reserves the right to suspend the sale of its shares 
to the public in response to conditions in the securities markets or for other  
reasons.                                                                        

THE DIFFERENT SHARE CLASS EXPENSES                                              
This section describes the different expenses of investing in each class and    
explains factors to consider when choosing a class of shares. The expenses can  
include distribution and/or service (Rule 12b-1) fees, initial sales charges    
and/or CDSCs. ONLY CLASS A SHARES OFFER QUANTITY DISCOUNTS as described below.  

ASSET-BASED SALES CHARGES OR DISTRIBUTION AND/OR SERVICE (RULE 12b-1) FEES      

WHAT IS A RULE 12b-1 FEE? 
A Rule 12b-1 fee is a fee deducted from a Fund's assets that is used to pay 
for personal service, maintenance of shareholder accounts and distribution  
 costs, such as advertising and compensation of financial intermediaries. Each
Fund has adopted a plan under SEC Rule 12b-1 that allows the Fund to pay    
asset-based sales charges or distribution and/or service (Rule 12b-1) fees  
 for the distribution and sale of its shares. The amount of each share class's
 Rule 12b-1 fee, if any, is disclosed below and in a Fund's fee table included
in the Summary Information section above.                                   

The amount of these fees for each class of a Fund's shares is:                  

                                                                [Download Table]

               DISTRIBUTION AND/OR SERVICE
                 (RULE 12b-1) FEE (AS A   
                 PERCENTAGE OF AGGREGATE  
                AVERAGE DAILY NET ASSETS) 
------------------------------------------
                                          
Class A                   0.30%*          
Class B                   1.00%           
Class C                   1.00%           
Advisor Class             None            
Class R                   0.50%           
Class K                   0.25%           
Class I                   None            
Class Z                   None            

*The maximum fee allowed under the Rule 12b-1 Plan for the Class A shares of    
each Fund is .30% of the aggregate average daily net assets. The Board        
currently limits the payments to .25%.                                        

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Because these fees are paid out of a Fund's assets on an ongoing basis, over    
time these fees will increase the cost of your investment and may cost you more 
than paying other types of sales fees. Class B, Class C, and Class R shares are 
subject to higher Rule 12b-1 fees than Class A or Class K shares. Class B       
shares are subject to these higher fees for a period of six years, after which  
they convert to Class A shares (except for AB UNCONSTRAINED BOND FUND Class B   
shares, which convert to Class A shares after eight years). Share classes with  
higher Rule 12b-1 fees will have a higher expense ratio, pay correspondingly    
lower dividends and may have a lower NAV (and returns). All or some of these    
fees may be paid to financial intermediaries, including your financial          
intermediary's firm.                                                            

SALES CHARGES                                                                   
CLASS A SHARES. You can purchase Class A shares at their public offering price  
(or cost), which is NAV plus an initial sales charge of up to 4.25% of the      
offering price. Any applicable sales charge will be deducted directly from your 
investment.                                                                     

The initial sales charge you pay each time you buy Class A shares differs       
depending on the amount you invest and may be reduced or eliminated for larger  
purchases as indicated below. These discounts, which are also known as          
BREAKPOINTS OR QUANTITY DISCOUNTS, can reduce or, in some cases, eliminate the  
initial sales charges that would otherwise apply to your investment in Class A  
shares.                                                                         

The sales charge schedule of Class A share QUANTITY DISCOUNTS is as follows:    

                                                                [Download Table]

                           INITIAL SALES CHARGE
                           ------------------  
                            AS % OF    AS % OF 
                           NET AMOUNT  OFFERING
AMOUNT PURCHASED            INVESTED    PRICE  
-----------------------------------------------
                                               
Up to $100,000                4.44%      4.25% 
$100,000 up to $250,000       3.36       3.25  
$250,000 up to $500,000       2.30       2.25  
$500,000 up to $1,000,000     1.78       1.75  
$1,000,000 and above          0.00       0.00  

Except as noted below, purchases of Class A shares in the amount of $1,000,000  
or more or by AllianceBernstein or non-AllianceBernstein sponsored group        
retirement plans are not subject to an initial sales charge, but may be subject 
to a 1% CDSC if redeemed or terminated within one year.                         

CLASS A SHARE PURCHASES NOT SUBJECT TO SALES CHARGES. The Funds may sell their  
Class A shares at NAV without an initial sales charge or CDSC to some           
categories of investors, including:                                             

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

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

- certain other investors, such as investment management clients of the       
 Adviser or its affiliates, including clients and prospective clients of the
Adviser's Institutional Investment Management Division, employees of      
selected dealers authorized to sell a Fund's shares, and employees of the 
Adviser.                                                                  

Please see the Funds' SAI for more information about purchases of Class A       
shares without sales charges.                                                   

CLASS B SHARES - DEFERRED SALES CHARGE ALTERNATIVE                              
EFFECTIVE JANUARY 31, 2009, SALES OF CLASS B SHARES OF THE FUNDS TO NEW         
INVESTORS WERE SUSPENDED. CLASS B SHARES MAY ONLY BE PURCHASED (I) BY EXISTING  
CLASS B SHAREHOLDERS AS OF JANUARY 31, 2009, (II) THROUGH EXCHANGE OF CLASS B   
SHARES FROM ANOTHER AB MUTUAL FUND, OR (III) AS OTHERWISE DESCRIBED BELOW.      

You can purchase Class B shares at NAV without an initial sales charge. This    
means that the full amount of your purchase is invested in the Fund. Your       
investment is subject to a CDSC if you redeem shares within three years (four   
years in the case of AB UNCONSTRAINED BOND FUND) of purchase.                   

The CDSC varies depending on the number of years you hold the shares. The CDSC  
amounts for Class B shares are:                                                 

AB UNCONSTRAINED BOND FUND:                                                     

                                                                [Download Table]

YEAR SINCE PURCHASE   CDSC 
---------------------------
                           
First                  4.0%
Second                 3.0%
Third                  2.0%
Fourth                 1.0%
Fifth and thereafter  None 

ALL OTHER FUNDS:                                                                

                                                                [Download Table]

YEAR SINCE PURCHASE    CDSC 
----------------------------
                            
First                  3.00%
Second                 2.00%
Third                  1.00%
Fourth and thereafter  None 

If you exchange your shares for the Class B shares of another AB Mutual Fund,   
the CDSC also will apply to the Class B shares received. If you redeem your     
shares and directly invest the proceeds in units of CollegeBoundfund, the CDSC  
will apply to the units of CollegeBoundfund. The CDSC period begins with the    
date of your original purchase, not the date of exchange for the other Class B  
shares or purchase of CollegeBoundfund units.                                   

Class B shares purchased for cash automatically convert to Class A shares six   
years after the end of the month of your purchase (except for Class B shares of 
AB UNCONSTRAINED BOND FUND, which automatically convert to Class A shares       

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eight years after the end of the month of your purchase). If you purchase       
shares by exchange for the Class B shares of another AB Mutual Fund, the        
conversion period runs from the date of your original purchase.                 

CLASS C SHARES. You can purchase Class C shares at NAV without an initial sales 
charge. This means that the full amount of your purchase is invested in the     
Fund. Your investment is subject to a 1% CDSC if you redeem your shares within  
1 year. If you exchange your shares for the Class C shares of another AB Mutual 
Fund, the 1% CDSC also will apply to the Class C shares received. If you redeem 
your shares and directly invest the proceeds in units of CollegeBoundfund, the  
CDSC will apply to the units of CollegeBoundfund. The 1-year period for the     
CDSC begins with the date of your original purchase, not the date of the        
exchange for the other Class C shares or purchase of CollegeBoundfund units.    

Class C shares do not convert to any other class of shares of the Fund.         

HOW IS THE CDSC CALCULATED? 
The CDSC is applied to the lesser of NAV at the time of redemption or the   
original cost of shares being redeemed (or, as to Fund shares acquired      
through an exchange, the cost of the AB Mutual Fund shares originally       
 purchased for cash). This means that no sales charge is assessed on increases
in NAV above the initial purchase price. Shares obtained from dividend or   
distribution reinvestment are not subject to the CDSC. In determining the   
CDSC, it will be assumed that the redemption is, first, of any shares not   
subject to a CDSC and, second, of shares held the longest.                  

ADVISOR CLASS, CLASS R, CLASS K, CLASS I AND CLASS Z SHARES. These classes of   
shares are not subject to any initial sales charge or CDSC, although your       
financial advisor may charge a fee.                                             

SALES CHARGE REDUCTION PROGRAMS FOR CLASS A SHARES                              
THIS SECTION INCLUDES IMPORTANT INFORMATION ABOUT SALES CHARGE REDUCTION        
PROGRAMS AVAILABLE TO INVESTORS IN CLASS A SHARES AND DESCRIBES INFORMATION OR  
RECORDS YOU MAY NEED TO PROVIDE TO A FUND OR YOUR FINANCIAL INTERMEDIARY IN     
ORDER TO BE ELIGIBLE FOR SALES CHARGE REDUCTION PROGRAMS.                       

Information about Quantity Discounts and sales charge reduction programs also   
is available free of charge and in a clear and prominent format on our website  
at www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US     
Citizens)", then "Investments--Understanding Sales Charges").                   

RIGHTS OF ACCUMULATION                                                          
To determine if a new investment in Class A shares is eligible for a QUANTITY   
DISCOUNT, a shareholder can combine the value of the new investment in a Fund   
with the higher of cost or NAV of existing investments in the Fund, any other   
AB Mutual Fund, AB Institutional Funds and certain CollegeBoundfund accounts    
for which the shareholder, his or her spouse or domestic partner, or child      
under the age of 21 is the participant. The AB Mutual Funds use the higher of   
cost or current NAV of your existing investments when combining them with your  
new investment.                                                                 

COMBINED PURCHASE PRIVILEGES                                                    
A shareholder may qualify for a QUANTITY DISCOUNT by combining purchases of     
shares of a Fund into a single "purchase". A "purchase" means a single purchase 
or concurrent purchases of shares of a Fund or any other AB Mutual Fund,        
including AB Institutional Funds, by:                                           

..  an individual, his or her spouse or domestic partner, or the individual's   
children under the age of 21 purchasing shares for his, her or their own  
account(s), including certain CollegeBoundfund accounts;                  

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

..  the employee benefit plans of a single employer; or                         

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

LETTER OF INTENT                                                                
An investor may not immediately invest a sufficient amount to reach a QUANTITY  
DISCOUNT, but may plan to make one or more additional investments over a period 
of time that, in the end, would qualify for a QUANTITY DISCOUNT. For these      
situations, the Funds offer a LETTER OF INTENT, which permits new investors to  
express the intention, in writing, to invest at least $100,000 in Class A       
shares of a Fund or any other AB Mutual Fund within 13 months. The Fund will    
then apply the QUANTITY DISCOUNT to each of the investor's purchases of Class A 
shares that would apply to the total amount stated in the LETTER OF INTENT. In  
the event an existing investor chooses to initiate a LETTER OF INTENT, the AB   
Mutual Funds will use the higher of cost or current NAV of the investor's       
existing investments and of those accounts with which investments are combined  
via COMBINED PURCHASE PRIVILEGES toward the fulfillment of the LETTER OF        
INTENT. For example, if the combined cost of purchases totaled $80,000 and the  
current NAV of all applicable accounts is $85,000 at the time a $100,000 LETTER 
OF INTENT is initiated, the subsequent investment of an additional $15,000      
would fulfill the LETTER OF INTENT. If an investor fails to invest the total    
amount stated in the LETTER OF INTENT, the Funds will retroactively collect the 
sales charge otherwise applicable by redeeming shares in the investor's account 
at their then current NAV. Investors qualifying for COMBINED PURCHASE           
PRIVILEGES may purchase shares under a single LETTER OF INTENT.                 

REQUIRED SHAREHOLDER INFORMATION AND RECORDS                                    
In order for shareholders to take advantage of sales charge reductions, a       
shareholder or his or her financial intermediary                                

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must notify the Fund that the shareholder qualifies for a reduction. Without    
notification, the Fund is unable to ensure that the reduction is applied to the 
shareholder's account. A shareholder may have to provide information or records 
to his or her financial intermediary or a Fund to verify eligibility for        
breakpoint privileges or other sales charge waivers. This may include           
information or records, including account statements, regarding shares of the   
Fund or other AB Mutual Funds held in:                                          

..  all of the shareholder's accounts at the Funds or a financial intermediary; 
and                                                                       

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

CDSC WAIVERS AND OTHER PROGRAMS                                                 

Here Are Some Ways To Avoid Or  
Minimize Charges On Redemption. 

CDSC WAIVERS                                                                    
The Funds will waive the CDSCs on redemptions of shares in the following        
circumstances, among others:                                                    

..  permitted exchanges of shares;                                              

..  following the death or disability of a shareholder;                         

..  if the redemption represents a minimum required distribution from an IRA or 
   other retirement plan to a shareholder who has attained the age of 70 1/2; or

..  if the proceeds of the redemption are invested directly in a                
CollegeBoundfund account; or a group retirement plan or to accommodate a  
 plan participant's or beneficiary's direction to reallocate his or her plan
account among other investment alternatives available under a group       
retirement plan.                                                          

OTHER PROGRAMS                                                                  
DIVIDEND REINVESTMENT PROGRAM                                                   
Unless you specifically have elected to receive dividends or distributions in   
cash, they will automatically be reinvested, without an initial sales charge or 
CDSC, in the same class of additional shares of a Fund. If you elect to receive 
distributions in cash, you will only receive a check if the amount of the       
distribution is equal to or exceeds $25.00. Distributions of less than $25.00   
will automatically be reinvested in shares of the Fund. To receive              
distributions of less than $25.00 in cash, you must have bank instructions      
associated to your account so that distributions can be delivered to you        
electronically via Electronic Funds Transfer using the Automated Clearing House 
or "ACH". In addition, the Fund may reinvest your distribution check (and       
future checks) in additional shares of the Fund if your check (i) is returned   
as undeliverable or (ii) remains uncashed for nine months.                      

DIVIDEND DIRECTION PLAN                                                         
A shareholder who already maintains accounts in more than one AB Mutual Fund    
may direct the automatic investment of income dividends and/or capital gains by 
one Fund, in any amount, without the payment of any sales charges, in shares of 
any eligible class of one or more other AB Mutual Fund(s) at which the          
shareholder maintains an account.                                               

AUTOMATIC INVESTMENT PROGRAM                                                    
The Automatic Investment Program allows investors to purchase shares of a Fund  
through pre-authorized transfers of funds from the investor's bank account.     
Under the Automatic Investment Program, an investor may (i) make an initial     
purchase of at least $2,500 and invest at least $50 monthly or (ii) make an     
initial purchase of less than $2,500 and commit to a monthly investment of $200 
or more until the investor's account balance is $2,500 or more. As of           
January 31, 2009, the Automatic Investment Program is available for purchase of 
Class B shares only if a shareholder was enrolled in the Program prior to       
January 31, 2009. Please see the Funds' SAI for more details.                   

REINSTATEMENT PRIVILEGE                                                         
A shareholder who has redeemed all or any portion of his or her Class A shares  
may reinvest all or any portion of the proceeds from the redemption in Class A  
shares of any AB Mutual Fund at NAV without any sales charge, if the            
reinvestment is made within 120 calendar days after the redemption date.        

SYSTEMATIC WITHDRAWAL PLAN                                                      
The Funds offer a systematic withdrawal plan that permits the redemption of     
Class A, Class B or Class C shares without payment of a CDSC. Under this plan,  
redemptions equal to 1% a month, 2% every two months or 3% a quarter of the     
value of a Fund account would be free of a CDSC. Shares would be redeemed so    
that Class B shares not subject to a CDSC (such as shares acquired with         
reinvested dividends or distributions) would be redeemed first and Class B      
shares that are held the longest would be redeemed next. For Class A and Class  
C shares, shares held the longest would be redeemed first.                      

CHOOSING A SHARE CLASS                                                          
Each share class represents an interest in the same portfolio of securities,    
but each class has its own sales charge and expense structure allowing you to   
choose the class that best fits your situation. In choosing a class of shares,  
you should consider:                                                            

..  the amount you intend to invest;                                            

..  how long you expect to own shares;                                          

..  expenses associated with owning a particular class of shares;               

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

..  whether a share class is available for purchase (Class R, K, I and Z shares 
are only offered to group retirement plans, not individuals).             

Among other things, Class A shares, with their lower Rule 12b-1 fees, are       
designed for investors with a long-term investing time frame. Class C shares    
should not be considered as a long-term investment because they are subject to  
a higher distribution fee indefinitely. Class C shares do not, however,         

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have an initial sales charge or a CDSC so long as the shares are held for one   
year or more. Class C shares are designed for investors with a short-term       
investing time frame.                                                           

A transaction, service, administrative or other similar fee may be charged by   
your broker-dealer, agent or other financial intermediary, with respect to the  
purchase, sale or exchange of Class A, Class B, Class C or Advisor Class shares 
made through your financial advisor. Financial intermediaries, a fee-based      
program, or, for group retirement plans, a plan sponsor or plan fiduciary, also 
may impose requirements on the purchase, sale or exchange of shares that are    
different from, or in addition to, those described in this Prospectus and the   
Funds' SAI, including requirements as to the minimum initial and subsequent     
investment amounts. In addition, group retirement plans may not offer all       
classes of shares of a Fund. A Fund is not responsible for, and has no control  
over, the decision of any financial intermediary, plan sponsor or fiduciary to  
impose such differing requirements.                                             

YOU SHOULD CONSULT YOUR FINANCIAL ADVISOR FOR ASSISTANCE IN CHOOSING A CLASS OF 
FUND SHARES.                                                                    

PAYMENTS TO FINANCIAL ADVISORS AND THEIR FIRMS                                  
Financial intermediaries market and sell shares of the Funds. These financial   
intermediaries employ financial advisors and receive compensation for selling   
shares of the Funds. This compensation is paid from various sources, including  
any sales charge, CDSC, and/or Rule 12b-1 fee that you or the Funds may pay.    
Your individual financial advisor may receive some or all of the amounts paid   
to the financial intermediary that employs him or her.                          

WHAT IS A FINANCIAL INTERMEDIARY? 
A financial intermediary is a firm that receives compensation for selling   
shares of the Funds offered in this Prospectus and/or provides services to  
the Funds' shareholders. Financial intermediaries may include, among others,
your broker, your financial planner or advisor, banks and insurance         
companies. Financial intermediaries may employ financial advisors who deal  
with you and other investors on an individual basis.                        

All or a portion of the initial sales charge that you pay may be paid by ABI to 
financial intermediaries selling Class A shares. ABI may also pay financial     
intermediaries a fee of up to 1% on purchases of Class A shares that are sold   
without an initial sales charge.                                                

ABI may pay, at the time of your purchase, a commission to financial            
intermediaries selling Class B shares in an amount equal to 3% of your          
investment for sales of Class B shares (4% with respect to the sales of Class B 
shares of AB UNCONSTRAINED BOND FUND) and an amount equal to 1% of your         
investment for sales of Class C shares.                                         

For Class A, Class C, Class R and Class K shares, up to 100% and, for Class B   
shares, up to 30% of the Rule 12b-1 fees applicable to these classes of shares  
each year may be paid to financial intermediaries.                              

Your financial advisor's firm receives compensation from the Funds, ABI     
and/or the Adviser in several ways from various sources, which include some 
or all of the following:                                                    

- upfront sales commissions;                                                
- Rule 12b-1 fees;                                                          
- additional distribution support;                                          
- defrayal of costs for educational seminars and training; and              
- payments related to providing shareholder recordkeeping and/or transfer   
agency services.                                                        

Please read this Prospectus carefully for information on this compensation. 

OTHER PAYMENTS FOR DISTRIBUTION SERVICES AND EDUCATIONAL SUPPORT                
In addition to the commissions paid to financial intermediaries at the time of  
sale and Rule 12b-1 fees, some or all of which may be paid to financial         
intermediaries (and, in turn, to your financial advisor), ABI, at its expense,  
currently provides additional payments to firms that sell shares of the AB      
Mutual Funds. Although the individual components may be higher and the total    
amount of payments made to each qualifying firm in any given year may vary, the 
total amount paid to a financial intermediary in connection with the sale of    
shares of the AB Mutual Funds will generally not exceed the sum of (a) 0.25% of 
the current year's fund sales by that firm and (b) 0.10% of average daily net   
assets attributable to that firm over the year. These sums include payments to  
reimburse directly or indirectly the costs incurred by these firms and their    
employees in connection with educational seminars and training efforts about    
the AB Mutual Funds for the firms' employees and/or their clients and potential 
clients. The costs and expenses associated with these efforts may include       
travel, lodging, entertainment and meals. ABI may pay a portion of "ticket" or  
other transactional charges.                                                    

For 2016, ABI's additional payments to these firms for distribution services    
and educational support related to the AB Mutual Funds are expected to be       
approximately 0.05% of the average monthly assets of the AB Mutual Funds, or    
approximately $21 million. In 2015, ABI is expected to pay approximately 0.05%  
of the average monthly assets of the AB Mutual Funds, or approximately $21      
million, for distribution services and education support related to the AB      
Mutual Funds.                                                                   

A number of factors are considered in determining the additional payments,      
including each firm's AB Mutual Fund sales, assets and redemption rates, and    
the willingness and ability of the firm to give ABI access to its financial     
advisors for educational and marketing purposes. In some cases, firms will      
include the AB Mutual Funds on a "preferred list". ABI's goal is to make the    
financial advisors who interact with current and prospective investors and      
shareholders more knowledgeable about the AB Mutual Funds so that they can      
provide suitable information and advice about the funds and related investor    
services.                                                                       

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The Funds and ABI also make payments for recordkeeping and other transfer       
agency services to financial intermediaries that sell AB Mutual Fund shares.    
Please see "Management of the Funds--Transfer Agency and Retirement Plan        
Services" below. If paid by the Funds, these expenses are included in "Other    
Expenses" under "Fees and Expenses of the Fund--Annual Fund Operating Expenses" 
in the Summary Information at the beginning of this Prospectus.                 

IF ONE MUTUAL FUND SPONSOR MAKES GREATER DISTRIBUTION ASSISTANCE PAYMENTS   
THAN ANOTHER, YOUR FINANCIAL ADVISOR AND HIS OR HER FIRM MAY HAVE AN        
INCENTIVE TO RECOMMEND ONE FUND COMPLEX OVER ANOTHER. SIMILARLY, IF YOUR    
FINANCIAL ADVISOR OR HIS OR HER FIRM RECEIVES MORE DISTRIBUTION ASSISTANCE  
FOR ONE SHARE CLASS VERSUS ANOTHER, THEN THEY MAY HAVE AN INCENTIVE TO      
RECOMMEND THAT CLASS.                                                       

PLEASE SPEAK WITH YOUR FINANCIAL ADVISOR TO LEARN MORE ABOUT THE TOTAL      
AMOUNTS PAID TO YOUR FINANCIAL ADVISOR AND HIS OR HER FIRM BY THE FUNDS, THE
 ADVISER, ABI AND BY SPONSORS OF OTHER MUTUAL FUNDS HE OR SHE MAY RECOMMEND TO
YOU. YOU SHOULD ALSO CONSULT DISCLOSURES MADE BY YOUR FINANCIAL ADVISOR AT  
THE TIME OF PURCHASE.                                                       

As of the date of this Prospectus, ABI anticipates that the firms that will     
receive additional payments for distribution services and/or educational        
support include:                                                                

Advisor Group, Inc.                                                         
Ameriprise Financial Services                                               
AXA Advisors                                                                
Cadaret, Grant & Co.                                                        
Citigroup Global Markets                                                    
Citizens Securities                                                         
Commonwealth Financial Network                                              
Donegal Securities                                                          
JP Morgan Securities                                                        
Lincoln Financial Advisors Corp                                             
Lincoln Financial Securities Corp.                                          
LPL Financial                                                               
Merrill Lynch                                                               
Morgan Stanley                                                              
Northwestern Mutual Investment Services                                     
PNC Investments                                                             
Raymond James                                                               
RBC Wealth Management                                                       
Robert W. Baird                                                             
Santander Securities                                                        
SunTrust Bank                                                               
UBS Financial Services                                                      
US Bancorp Investments                                                      
Wells Fargo Advisors                                                        

Although the Funds may use brokers and dealers that sell shares of the Funds to 
effect portfolio transactions, the Funds do not consider the sale of AB Mutual  
Fund shares as a factor when selecting brokers or dealers to effect portfolio   
transactions.                                                                   

HOW TO EXCHANGE SHARES                                                          
You may exchange your Fund shares for shares of the same class of other AB      
Mutual Funds (including AB Exchange Reserves, a money market fund managed by    
the Adviser) provided that the other fund offers the same class of shares and,  
in the case of retirement plans, is an investment option under the plan.        
Exchanges of shares are made at the next-determined NAV, without sales or       
service charges, after your order is received in proper form. All exchanges are 
subject to the minimum investment restrictions set forth in the prospectus for  
the AB Mutual Fund whose shares are being acquired. You may request an exchange 
either directly or through your financial intermediary or, in the case of       
retirement plan participants, by following the procedures specified by your     
plan sponsor or plan recordkeeper. In order to receive a day's NAV, ABIS must   
receive and confirm your telephone exchange request by the Fund Closing Time on 
that day. The Funds may modify, restrict, or terminate the exchange privilege   
on 60 days' written notice.                                                     

HOW TO SELL OR REDEEM SHARES                                                    
You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the  
Exchange is open, either directly or through your financial intermediary or, in 
the case of retirement plan participants, by following the procedures specified 
by your plan sponsor or plan recordkeeper. Your sale price will be the          
next-determined NAV, less any applicable CDSC, after the Fund receives your     
redemption request in proper form. Normally, redemption proceeds are sent to    
you within 7 days. If you recently purchased your shares by check or electronic 
funds transfer, your redemption payment may be delayed until the Fund is        
reasonably satisfied that the check or electronic funds transfer has been       
collected (which may take up to 10 days). For Advisor Class shares, if you are  
in doubt about what procedures or documents are required by your fee-based      
program or employee benefit plan to sell your shares, you should contact your   
financial advisor.                                                              

SELLING SHARES THROUGH YOUR FINANCIAL INTERMEDIARY OR RETIREMENT PLAN           
Your broker or financial advisor must receive your sales request by the Fund    
Closing Time, and submit it to the Fund by a pre-arranged time for you to       
receive that day's NAV, less any applicable CDSC. Your financial intermediary,  
plan sponsor or plan recordkeeper is responsible for submitting all necessary   
documentation to the Fund and may charge you a fee for this service.            

SELLING SHARES DIRECTLY TO THE FUND                                             
BY MAIL:                                                                        
..  Send a signed letter of instruction or stock power, along with certificates,
to:                                                                       

AllianceBernstein Investor Services, Inc.                   
P.O. Box 786003                                             
San Antonio, TX 78278-6003                                  

..  For certified or overnight deliveries, send to:                             

AllianceBernstein Investor Services, Inc.                   
8000 IH 10 W, 4th floor                                     
San Antonio, TX 78230                                       

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

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

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

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

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

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

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

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES                               
Each Fund's Board has adopted policies and procedures designed to detect and    
deter frequent purchases and redemptions of Fund shares or excessive or         
short-term trading that may disadvantage long-term Fund shareholders. These     
policies are described below. There is no guarantee that the Funds will be able 
to detect excessive or short-term trading activity or to identify shareholders  
engaged in such practices, particularly with respect to transactions in omnibus 
accounts. Shareholders should be aware that application of these policies may   
have adverse consequences, as described below, and should avoid frequent        
trading in Fund shares through purchases, sales and exchanges of shares. Each   
Fund reserves the right to restrict, reject, or cancel, without any prior       
notice, any purchase or exchange order for any reason, including any purchase   
or exchange order accepted by any shareholder's financial intermediary.         

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the      
Funds will try to prevent market timing by utilizing the procedures described   
below, these procedures may not be successful in identifying or stopping        
excessive or short-term trading in all circumstances. By realizing profits      
through short-term trading, shareholders that engage in rapid purchases and     
sales or exchanges of a Fund's shares dilute the value of shares held by        
long-term shareholders. Volatility resulting from excessive purchases and sales 
or exchanges of Fund shares, especially involving large dollar amounts, may     
disrupt efficient portfolio management and cause a Fund to sell shares at       
inopportune times to raise cash to accommodate redemptions relating to          
short-term trading activity. In particular, a Fund may have difficulty          
implementing its long-term investment strategies if it is forced to maintain a  
higher level of its assets in cash to accommodate significant short-term        
trading activity. In addition, a Fund may incur increased administrative and    
other expenses due to excessive or short-term trading, including increased      
brokerage costs and realization of taxable capital gains.                       

Funds that may invest significantly in securities of foreign issuers may be     
particularly susceptible to short-term trading strategies. This is because      
securities of foreign issuers are typically traded on markets that close well   
before the time a Fund ordinarily calculates its NAV at 4:00 p.m., Eastern      
time, which gives rise to the possibility that developments may have occurred   
in the interim that would affect the value of these securities. The time zone   
differences among international stock markets can allow a shareholder engaging  
in a short-term trading strategy to exploit differences in Fund share prices    
that are based on closing prices of securities of foreign issuers established   
some time before the Fund calculates its own share price (referred to as "time  
zone arbitrage"). Each Fund has procedures, referred to as fair value pricing,  
designed to adjust closing market prices of securities of foreign issuers to    
reflect what is believed to be the fair value of those securities at the time   
the Fund calculates its NAV. While there is no assurance, the Funds expect that 
the use of fair value pricing, in addition to the short-term trading policies   
discussed below, will significantly reduce a shareholder's ability to engage in 
time zone arbitrage to the detriment of other Fund shareholders.                

A shareholder engaging in a short-term trading strategy may also target a Fund  
irrespective of its investments in securities of foreign issuers. Any Fund that 
invests in securities that are, among other things, thinly traded, traded       
infrequently or relatively illiquid has the risk that the current market price  
for the securities may not accurately reflect current market values. A          
shareholder may seek to engage in short-term trading to take advantage of these 
pricing differences (referred to as "price arbitrage"). All Funds may be        
adversely affected by price arbitrage.                                          

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the   
Funds should be made for investment purposes only. The Funds seek to prevent    
patterns of excessive purchases and sales of Fund shares to the extent they are 
detected by the procedures described below, subject to each Fund's ability to   
monitor purchase, sale and exchange activity. The Funds reserve the right to    
modify this policy, including any surveillance or account blocking procedures   
established from time to time to effectuate this policy, at any time without    
notice.                                                                         

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..  TRANSACTION SURVEILLANCE PROCEDURES. The Funds, through their agents, ABI   
  and ABIS, maintain surveillance procedures to detect excessive or short-term
 trading in Fund shares. This surveillance process involves several factors,
which include scrutinizing transactions in Fund shares that exceed certain
monetary thresholds or numerical limits within a specified period of time.
Generally, more than two exchanges of Fund shares during any 60-day period
 or purchases of shares followed by a sale within 60 days will be identified
by these surveillance procedures. For purposes of these transaction       
  surveillance procedures, the Funds may consider trading activity in multiple
accounts under common ownership, control, or influence. Trading activity  
 identified by either, or a combination, of these factors, or as a result of
 any other information available at the time, will be evaluated to determine
  whether such activity might constitute excessive or short-term trading. With
respect to managed or discretionary accounts for which the account owner  
gives his/her broker, investment adviser or other third party authority to
buy and sell Fund shares, the Funds may consider trades initiated by the  
account owner, such as trades initiated in connection with bona fide cash 
management purposes, separately in their analysis. These surveillance     
  procedures may be modified from time to time, as necessary or appropriate to
improve the detection of excessive or short-term trading or to address    
specific circumstances.                                                   

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

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

HOW THE FUNDS VALUE THEIR SHARES                                                
Each Fund's NAV is calculated on any day the Exchange is open at the close of   
regular trading (ordinarily, 4:00 p.m., Eastern time, but sometimes earlier, as 
in the case of scheduled half-day trading or unscheduled suspensions of         
trading). To calculate NAV, a Fund's assets are valued and totaled, liabilities 
are subtracted, and the balance, called net assets, is divided by the number of 
shares outstanding. If a Fund invests in securities that are primarily traded   
on foreign exchanges that trade on weekends or other days when the Fund does    
not price its shares, the NAV of the Fund's shares may change on days when      
shareholders will not be able to purchase or redeem their shares in the Fund.   

The Funds value their securities at their current 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 established by and under the general supervision of each Board. When 
a Fund uses fair value pricing, it may take into account any factors it deems   
appropriate. A Fund may determine fair value based upon developments related to 
a specific security, current valuations of foreign stock indices (as reflected  
in U.S. futures markets) and/or U.S. sector or broader stock market indices.    
The prices of securities used by the Fund to calculate its NAV may differ from  
quoted or published prices for the same securities. Fair value pricing involves 
subjective judgments and it is possible that the fair value determined for a    
security is materially different than the value that could be realized upon the 
sale of that security.                                                          

The Funds expect to use fair value pricing for securities primarily traded on   
U.S. exchanges only under very limited circumstances, such as the early closing 
of the exchange on which a security is traded or suspension of trading in the   
security, or for securities for which market prices are not readily available   
or deemed unreliable (including restricted securities). The Funds may use fair  
value pricing more frequently for securities primarily traded in non-U.S.       
markets because, among other things, most foreign markets close well before a   
Fund ordinarily values its securities at 4:00 p.m.,                             

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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. Factors considered in fair value pricing may include,  
but are not limited to, information obtained by contacting the issuer or        
analysts, or by analysis of the issuers' financial statements. The Funds may    
value their securities using fair value prices based on independent pricing     
services.                                                                       

Subject to its oversight, each Fund's Board has delegated responsibility for    
valuing a Fund's assets to the Adviser. The Adviser has established a Valuation 
Committee, which operates under the policies and procedures approved by the     
Board, to value the Fund's assets on behalf of the Fund. The Valuation          
Committee values Fund assets as described above. More information about the     
valuation of the Funds' assets is available in the Funds' SAI.                  

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MANAGEMENT OF THE FUNDS                                                         
--------------------------------------------------------------------------------

INVESTMENT ADVISER                                                              
Each Fund's Adviser is AllianceBernstein L.P., 1345 Avenue of the Americas,     
New York, New York 10105. The Adviser is a leading international investment     
adviser supervising client accounts with assets as of September 30, 2015,       
totaling approximately $463 billion (of which more than $94 billion represented 
assets of investment companies sponsored by the Adviser). As of September 30,   
2015, the Adviser managed retirement assets for many of the largest public and  
private employee benefit plans (including 18 of the nation's FORTUNE 100        
companies), for public employee retirement funds in 24 states and the District  
of Columbia, for investment companies, and for foundations, endowments, banks   
and insurance companies worldwide. The 32 registered investment companies       
managed by the Adviser, comprising approximately 140 separate investment        
portfolios, had as of September 30, 2015 approximately 2.7 million accounts.    

The Adviser provides investment advisory services and order placement           
facilities for each of the Funds. For these advisory services, each Fund paid   
the Adviser during its most recent fiscal year or period a management fee as a  
percentage of average daily net assets as follows:                              

                                                                [Download Table]

                                           FEE AS A PERCENTAGE OF            
                                             AVERAGE DAILY NET    FISCAL YEAR
FUND                                               ASSETS            ENDED   
-----------------------------------------------------------------------------
                                                                             
AB Intermediate Bond Portfolio                      .27%*          10/31/15  
AB Global Bond Fund                                 .48%            9/30/15  
AB Credit Long/Short Portfolio                        0%*          10/31/15  
AB Unconstrained Bond Fund                          .39%*          10/31/15  
AB High Income Fund                                 .46%           10/31/15  
AB Limited Duration High Income Portfolio           .56%*           9/30/15  
AB High Yield Portfolio                               0%*          10/31/15  
AB Tax-Aware Fixed Income Portfolio                   0%*          10/31/15  

*Fee stated net of any waivers and/or reimbursements. See "Fees and Expenses of 
the Fund" in the Summary Information at the beginning of this Prospectus for  
more information about fee waivers.                                           

A discussion regarding the basis for the Board's approval of each Fund's        
investment advisory agreement is available in the Fund's most recent annual or  
semi-annual report to shareholders as follows:                                  

                                                                [Download Table]

                                           ANNUAL OR SEMI-
                                            ANNUAL REPORT 
FUND                                           PERIOD     
----------------------------------------------------------
                                                          
AB Intermediate Bond Portfolio                 4/30/15    
AB Global Bond Fund                            3/31/15    
AB Credit Long/Short Portfolio                10/31/14    
AB Unconstrained Bond Fund                     4/30/15    
AB High Income Fund                            4/30/15    
AB Limited Duration High Income Portfolio      3/31/15    
AB High Yield Portfolio                       10/31/14    
AB Tax-Aware Fixed Income Portfolio            4/30/14    

The Adviser may act as an investment adviser to other persons, firms, or        
corporations, including investment companies, hedge funds, pension funds, and   
other institutional investors. The Adviser may receive management fees,         
including performance fees, that may be higher or lower than the advisory fees  
it receives from the Funds. Certain other clients of the Adviser may have       
investment objectives and policies similar to those of a Fund. The Adviser may, 
from time to time, make recommendations that result in the purchase or sale of  
a particular security by its other clients simultaneously with a Fund. If       
transactions on behalf of more than one client during the same period increase  
the demand for securities being purchased or the supply of securities being     
sold, there may be an adverse effect on price or quantity. It is the policy of  
the Adviser to allocate advisory recommendations and the placing of orders in a 
manner that is deemed equitable by the Adviser to the accounts involved,        
including the Funds. When two or more of the clients of the Adviser (including  
a Fund) are purchasing or selling the same security on a given day from the     
same broker-dealer, such transactions may be averaged as to price.              

PORTFOLIO MANAGERS                                                              
The management of, and investment decisions for, the Funds' portfolios are made 
by certain Investment Policy Teams. Each Investment Policy Team relies heavily  
on the fundamental analysis and research of the Adviser's large internal        
research staff. No one person is principally responsible for coordinating each  
Fund's investments.                                                             

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The following table lists the Investment Policy Teams, the person within each   
Investment Policy Team with the most significant responsibility for day-to-day  
management of each Fund's portfolio, the length of time that each person has    
been jointly and primarily responsible for the Fund, and each person's          
principal occupation during the past five years:                                

FUND AND                                           PRINCIPAL  
   RESPONSIBLE                                   OCCUPATION(S)DURING THE
     TEAM             EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
----------------------------------------------------------------------------- 
AB Intermediate Bond      Michael S. Canter; since  Senior Vice President of  
Portfolio                 January 2016; Senior      the Adviser, with which   
U.S. Investment Grade     Vice President of the     he has been associated    
Core Fixed Income Team    Adviser                   in a substantially        
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

                        Paul J. DeNoon; since     Senior Vice President of
                       2009; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

                     Shawn E. Keegan; since    Vice President of the
                      2005; Vice President of   Adviser, with which he
                        the Adviser               has been associated in a
                                               substantially similar
                                                 capacity to his current
                                                 position since prior to
                               2011.

                        Douglas J. Peebles;       Senior Vice President of
                       since 2007; Senior Vice   the Adviser, with which
                      President of the          he has been associated
                  Adviser, and Chief        in a substantially
                       Investment Officer and    similar capacity to his
                      Head of Fixed Income      current position since
                                        prior to 2011.

                        Greg J. Wilensky; since   Senior Vice President of
                       2005; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

AB Global Bond Fund       Paul J. DeNoon; since     (see above)               
Global Fixed Income       2002; (see above)                                   
Investment Team                                                               

                        Scott A. DiMaggio; since  Senior Vice President of
                       2005; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

           Douglas J. Peebles;       (see above)
since 1992; (see above)   

                        Matthew S. Sheridan;      Senior Vice President of
                       since 2007; Senior Vice   the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

AB Credit Long/Short      Gershon M. Distenfeld;    Senior Vice President of  
Portfolio                 since 2014; Senior Vice   the Adviser, with which   
Credit Long/Short         President of the Adviser  he has been associated    
Investment Team                                     in a substantially        
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

                     Sherif M. Hamid; since    Vice President of the
                      2014; Vice President of   Adviser, with which he
                   the Adviser               has been associated
                                              since 2013. Prior to
                                                 joining the Adviser, he
                                                 was at Barclays Capital
                                              where he was head of
                                                  European Credit Strategy
                                                  from 2011 to 2013, and a
                                               U.S. investment-grade
                                               credit strategist and
                                                 U.S. high-yield analyst
                                                  from prior to 2011 until
                               2011.

                        Ivan Rudolph-Shabinsky;   Senior Vice President of
                       since 2014; Senior Vice   the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                               2011.

                        Robert Schwartz; since    Senior Vice President of
                       2014; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                               2012, and a Corporate
                                                  Credit Research Analyst.
                                                 Prior thereto, he was a
                                                  senior credit analyst at
                                            Bell Point Capital
                                                  Management from prior to
                                          2011 until 2012.

                        Ashish C. Shah; since     Senior Vice President of
                       2014; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

AB Unconstrained Bond     Scott A. DiMaggio; since  (see above)               
Fund                      2016; (see above)                                   
Global Fixed Income                                                           
Investment Team and                                                           
Global Credit Investment                                                      
Team                                                                          

           Gershon M. Distenfeld;    (see above)
since January 2016; (see  
above)                    

           Douglas J. Peebles;       (see above)
since 1996; (see above)   

                     Dimitri Silva; since      Vice President of the
                      February 2015, Vice       Adviser, with which he
                   President of the Adviser  has been associated
                                              since prior to 2011.

                        John Taylor; since        Senior Vice President of
                       January 2016; Senior      the Adviser, with which
                      Vice President of the     he has been associated
                  Adviser                   in a substantially
                                                 similar capacity to his
                                                current position since
                               2011.

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FUND AND                                           PRINCIPAL  
   RESPONSIBLE                                   OCCUPATION(S)DURING THE
     TEAM             EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS
----------------------------------------------------------------------------- 
AB High Income Fund       Paul J. DeNoon; since     (see above)               
Global Fixed Income Team  2002; (see above)                                   
and Global Credit                                   (see above)               
Investment Team           Gershon M. Distenfeld;                              
since 2008; (see above)   

           Douglas J. Peebles;       (see above)
since 2002; (see above)   

                        Marco G. Santamaria;      Senior Vice President of
                       since 2010; Senior Vice   the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                 similar capacity to his
                                                current position since
                                        prior to 2011.

           Matthew S. Sheridan;      (see above)
since 2005; (see above)   

AB Limited Duration High  Gershon M. Distenfeld;    (see above)               
Income Portfolio          since 2011; (see above)                             
Limited Duration High                               (see above)               
Income Investment Team    Sherif M. Hamid; since                              
February 2015; (see       
above)                    

           Ivan Rudolph-Shabinsky;   (see above)
since 2014; (see above)   

           Ashish C. Shah; since     (see above)
2011; (see above)         

AB High Yield Portfolio   Gershon M. Distenfeld;    (see above)               
High Yield Investment     since 2014; (see above)                             
Team                                                (see above)               
Sherif M. Hamid; since    
2014; (see above)         

           Ivan Rudolph-Shabinsky;   (see above)
since 2014;               
(see above)               

           Ashish C. Shah; since     (see above)
2014; (see above)         

AB Tax-Aware Fixed        Robert B. (Guy)           Senior Vice President of  
Income Portfolio          Davidson, III; since      the Adviser, with which   
Tax-Aware Investment Team 2013; Senior Vice         he has been associated    
                  President of the Adviser  in a substantially
                                                similar capacity since
                                        prior to 2011.

                        Terrance T. Hults; since  Senior Vice President of
                       2013; Senior Vice         the Adviser, with which
                      President of the Adviser  he has been associated
                                            in a substantially
                                                similar capacity since
                                        prior to 2011.

           Shawn E. Keegan; since    (see above)
2013; (see above)         

The Funds' SAI provides additional information about the Portfolio Managers'    
compensation, other accounts managed by the Portfolio Managers, and the         
Portfolio Managers' ownership of securities in the Funds.                       

PERFORMANCE OF SIMILARLY MANAGED ACCOUNTS                                       
The investment teams employed by the Adviser to manage AB HIGH INCOME FUND, AB  
INTERMEDIATE BOND PORTFOLIO, AB HIGH YIELD PORTFOLIO and AB TAX-AWARE FIXED     
INCOME PORTFOLIO have substantial experience in managing discretionary accounts 
of institutional clients, pooled investment vehicles and/or other registered    
investment companies and portions thereof (the "Similarly Managed Accounts")    
that have substantially the same investment objectives and policies and are     
managed in accordance with essentially the same investment strategies as the    
Funds. The Similarly Managed Accounts that are not registered investment        
companies are not subject to certain limitations, diversification requirements  
and other restrictions imposed under the 1940 Act and the Internal Revenue Code 
(the "Code") to which the Funds, as registered investment companies, are        
subject and which, if applicable to the Similarly Managed Accounts, may have    
adversely affected the performance of the Similarly Managed Accounts. With      
respect to AB HIGH INCOME FUND, the Similarly Managed Accounts' performance     
information is representative solely of the performance of a pooled investment  
vehicle that is not offered for sale in the United States.                      

Set forth below is performance data provided by the Adviser relating to the     
Similarly Managed Accounts managed by the investment team that manages each     
Fund's assets. Performance data is shown for the period during which the        
investment teams of the Adviser managed the Similarly Managed Accounts through  
December 31, 2015. The aggregate assets for the Similarly Managed Accounts      
managed by the High Income investment team, the Intermediate Bond investment    
team, the High Yield investment team and the Tax-Aware investment team as of    
September 30, 2015 were approximately $17.64 billion, $4.8 billion, $702.81     
million and $1.62 billion, respectively. The investment teams' Similarly        
Managed Accounts have a nearly identical composition of representative          
investment holdings and related percentage weightings. The performance data is  
net of all fees (including any portfolio transaction costs) charged to the      
Similarly Managed Accounts, calculated on a monthly basis. The highest fee      
payable for the Similarly Managed Accounts is 2.81% of assets for AB HIGH       
INCOME FUND and .50% of assets for AB INTERMEDIATE BOND PORTFOLIO, annually.    
The standard investment management fee schedules for the Similarly Managed      
Accounts are .55% of the first $50 million of the Similarly Managed Account's   
net Assets and .35% of net assets over $50 million for AB HIGH YIELD PORTFOLIO. 
Net-of-fee performance figures reflect the compounding effect of such fees.     

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The data has not been adjusted to reflect any fees that will be payable by the  
Funds, which may be higher than the fees imposed on the Similarly Managed       
Accounts, and will reduce the returns of the Funds. Expenses associated with    
the distribution of Class A, Class B and Class C shares of the Funds in         
accordance with the plans adopted by the Boards of the Funds under Commission   
Rule 12b-1 are also excluded. Except as noted, the performance data has also    
not been adjusted for corporate or individual taxes, if any, payable by account 
owners.                                                                         

The Adviser has calculated the investment performance of the Similarly Managed  
Accounts on a trade-date basis. Income has been accrued daily and cash flows    
weighted daily. Composite investment performance for the Funds has been         
determined on an asset-weighted basis. New accounts are included in the         
composite investment performance computations at the beginning of the quarter   
following the initial contribution. The total returns set forth below are       
calculated using a method that links the monthly return amounts for the         
disclosed periods, resulting in a time-weighted rate of return. Other methods   
of computing the investment performance of the Similarly Managed Accounts may   
produce different results, and the results for different periods may vary.      

A composite benchmark, comprising the JPMorgan Emerging Markets Bond Index      
Global ("EMBI Global"), the JPMorgan Government Bond Index-Emerging Markets     
("GBI-EM") and the Barclays U.S. Corporate High Yield 2% Issuer Capped Index    
("BC High Yield") on an equal weighted basis (the "High Income Composite        
Benchmark") is used by AB HIGH INCOME FUND and its Similarly Managed Accounts,  
for purposes of this example, as a benchmark to measure its relative            
performance. EMBI Global tracks total returns for traded external debt          
instruments in the emerging markets; GBI-EM tracks total returns for local      
currency government bonds issued by emerging markets; and BC High Yield tracks  
the U.S. Dollar-denominated, non-investment grade, fixed-rate, taxable          
corporate bond market.                                                          

The Barclays U.S. Aggregate Bond Index ("BC U.S. Aggregate Bond Index") is used 
by AB INTERMEDIATE BOND PORTFOLIO and its Similarly Managed Accounts for        
purposes of this example as a benchmark to measure its relative performance and 
is composed of securities from Barclays Government/Corporate Bond Index,        
Mortgage-Backed Securities Index, and the Asset-Backed Securities Index. The    
index's total return consists of price appreciation/depreciation plus income as 
a percentage of the original investment. Indices are rebalanced monthly by      
market capitalization.                                                          

BC High Yield is used by AB HIGH YIELD PORTFOLIO and its Similarly Managed      
Accounts for purposes of this example as a benchmark to measure its relative    
performance. The index measures the performance of high-yield corporate bonds,  
with a maximum allocation of 2% to any one issuer.                              

The Barclays Municipal Bond Index is used by the AB TAX-AWARE FIXED INCOME      
PORTFOLIO and its Similarly Managed Accounts for purposes of this example as a  
benchmark to measure their relative performance. The Barclays Municipal Bond    
Index is an unmanaged index comprising a broad range of investment-grade        
municipal bonds having remaining maturities of greater than one year.           

To the extent the investment teams utilize investment techniques such as swaps, 
futures or options, the performance of the High Income Composite Benchmark, the 
BC U.S. Aggregate Bond Index, the BC High Yield and the Barclays Municipal Bond 
Index may not be substantially comparable to the performance of the investment  
teams' Similarly Managed Accounts. The High Income Composite Benchmark, the BC  
U.S. Aggregate Bond Index, the BC High Yield and the Barclays Municipal Bond    
Index do not reflect the deduction of any fees or expenses associated with the  
active management of a mutual fund.                                             

The performance data below is provided solely to illustrate the investment      
teams' performance in managing the Similarly Managed Accounts as measured       
against a broad based market index. The performance of the Funds will be        
affected by the performance of the investment teams managing the Funds' assets. 
If the investment teams were to perform relatively poorly, the performance of   
the Funds would suffer. Investors should not rely on the performance data of    
the Similarly Managed Accounts as an indication of future performance of the    
Funds.                                                                          

The investment performance for the periods presented may not be indicative of   
future rates of return. The performance was not calculated pursuant to the      
methodology established by the SEC that will be used to calculate the Funds'    
performance. The use of methodology different from that used to calculate       
performance could result in different performance data.                         

SCHEDULE OF HISTORICAL PERFORMANCE - SIMILARLY MANAGED ACCOUNTS*                

                                                        [Enlarge/Download Table]

                           HIGH INCOME                                                     
                            SIMILARLY     HIGH INCOME                                      
                         MANAGED ACCOUNTS  COMPOSITE                            BC HIGH    
                          TOTAL RETURN**   BENCHMARK  EMBI GLOBAL*** GBI-EM  YIELD INDEX***
-------------------------------------------------------------------------------------------
                                                                                           
Year Ended December 31:                                                                    
2015                          -5.44%         -7.35%        1.23%     -18.02%     -4.43%    
2014                           1.58%          0.58%        5.53%      -6.12%      2.46%    
2013                           5.09%         -1.65%       -6.58%      -5.50%      7.44%    
2012                          16.27%         18.22%       18.54%      19.93%     15.78%    
2011                           0.21%          2.33%        8.46%      -6.35%      4.96%    
2010                          15.62%         13.43%       12.04%      13.08%     14.94%    

                                                                            67

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                                                             HIGH INCOME                                                    
                                                              SIMILARLY     HIGH INCOME                                     
                                                           MANAGED ACCOUNTS  COMPOSITE                           BC HIGH    
                                                            TOTAL RETURN**   BENCHMARK  EMBI GLOBAL*** GBI-EM YIELD INDEX***
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
2009                                                             60.62%        33.73%        28.18%    16.56%      58.76%   
2008                                                            -32.27%       -14.78%       -10.91%    -6.93%     -25.88%   
2007                                                              5.91%         8.19%         6.28%    16.28%       2.26%   
2006                                                             12.56%        10.96%         9.88%    11.96%      10.76%   
2005                                                              7.99%         5.46%        10.73%     2.87%       2.76%   
2004                                                             11.11%        15.37%        11.73%    23.12%      11.14%   
2003                                                             36.36%        24.06%        25.66%    17.79%      28.78%   
2002                                                              5.26%        13.66%        13.11%    29.11%      -0.24%   
2001                                                            -10.44%          N/A          1.36%      N/A        5.46%   
2000                                                             -4.25%          N/A         14.41%      N/A       -5.79%   
1999                                                             18.76%          N/A         24.18%      N/A        2.39%   
1998                                                            -15.60%          N/A        -11.54%      N/A        1.87%   
Cumulative total return for the period September 22, 1997                                                                   
 (inception of Historical Account) to December 31, 2015         160.80%          N/A        309.91%      N/A      203.69%***

*  Total return is a measure of investment performance that is based upon the   
change in value of an investment from the beginning to the end of a       
specified period and assumes reinvestment of all dividends and other      
distributions. The basis of presentation of this data is described in the 
preceding discussion.                                                     

** Net of all fees.                                                             

***Net inception cumulative index returns are from September 30, 1997.          

                                                        [Enlarge/Download Table]

                                                                 INTERMEDIATE BOND               
                                                                 SIMILARLY MANAGED    BC U.S.    
                                                                     ACCOUNTS      AGGREGATE BOND
                                                                  TOTAL RETURN**       INDEX     
-------------------------------------------------------------------------------------------------
                                                                                                 
Year Ended December 31:                                                                          
2015                                                                    0.67%           0.55%    
2014                                                                    6.92%           5.97%    
2013                                                                   -1.93%          -2.02%    
2012                                                                    5.90%           4.21%    
2011                                                                    7.09%           7.84%    
2010                                                                    9.45%           6.54%    
2009                                                                   18.77%           5.93%    
2008                                                                   -5.41%           5.24%    
2007                                                                    5.60%           6.97%    
2006                                                                    5.26%           4.33%    
2005                                                                    3.22%           2.43%    
2004                                                                    5.48%           4.34%    
2003                                                                    8.45%           4.10%    
2002                                                                    7.93%          10.26%    
Cumulative total return for the period June 30, 2001                                             
 (inception of Similarly Managed Accounts) to December 31, 2015       117.74%          99.66%    

* Total return is a measure of investment performance that is based upon the    
 change in value of an investment from the beginning to the end of a specified
 period and assumes reinvestment of all dividends and other distributions. The
basis of presentation of this data is described in the preceding discussion.

**Net of all fees.                                                              

                                                        [Enlarge/Download Table]

                                                                      AB HIGH YIELD PORTFOLIO            
                                                                         SIMILARLY MANAGED               
                                                                             ACCOUNTS           BC HIGH  
                                                                          TOTAL RETURN**      YIELD INDEX
---------------------------------------------------------------------------------------------------------
                                                                                                         
Year Ended December 31:                                                                                  
2015                                                                           -4.87%            -4.47%  
2014                                                                            3.58%             2.45%  
2013                                                                            8.65%             7.44%  
2012                                                                           17.70%            15.81%  
2011                                                                            2.90%             4.98%  
2010                                                                           16.18%            15.12%  
2009                                                                           59.88%            58.21%  
2008                                                                          -25.93%           -26.16%  
2007                                                                            1.91%             1.87%  
2006                                                                            9.70%            11.85%  
2005                                                                            2.65%             2.74%  
2004                                                                            9.00%            11.13%  
Cumulative total return for the period from                                                              
 inception of the Similarly Managed Accounts to December 31, 2015***          818.07%           829.54%  

*  Total return is a measure of investment performance that is based upon the   
change in value of an investment from the beginning to the end of a       
specified period and assumes reinvestment of all dividends and other      
distributions. The basis of presentation of this data is described in the 
preceding discussion.                                                     

** Net of all fees.                                                             

***Net inception cumulative Similarly Managed Account and index returns are     
from the inception dates of the Similarly Managed Accounts (December 31,  
1986).                                                                    

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                                                                 TAX-AWARE FIXED INCOME                   
                                                                   SIMILARLY MANAGED                      
                                                                        ACCOUNTS        BARCLAYS MUNICIPAL
                                                                     TOTAL RETURN**         BOND INDEX    
----------------------------------------------------------------------------------------------------------
                                                                                                          
Year Ended December 31:                                                                                   
2015                                                                      2.88%                3.30%      
2014                                                                      7.04%                9.05%      
2013                                                                     -3.28%               -2.55%      
2012                                                                      7.12%                6.78%      
2011                                                                      8.89%               10.70%      
October 2010--December 2010                                              -2.71%               -4.17%      
Cumulative total return for the period October 1, 2010                                                    
 (inception of Similarly Managed Accounts) to December 31, 2015          20.88%               24.35%      

* Total return is a measure of investment performance that is based upon the    
 change in value of an investment from the beginning to the end of a specified
 period and assumes reinvestment of all dividends and other distributions. The
basis of presentation of this data is described in the preceding discussion.

**Net of Annual Fund Operating Expenses of Class A shares of the Fund (after    
fee waiver and expense reimbursement and not including any initial sales    
charge or CDSC).                                                            

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2015                            

                                                                [Download Table]

                                                                           SINCE  
                                        1 YEAR  3 YEARS 5 YEARS 10 YEARS INCEPTION
----------------------------------------------------------------------------------
                                                                                  
High Income Similarly Managed Accounts   -5.44%   0.31%  3.30%   5.84%     5.39%  
High Income Composite Benchmark          -7.35%  -2.86%  2.09%   5.60%      N/A*  
  EMBI Global                             1.23%  -0.07%  5.11%   6.72%     8.04%**
  GBI-EM                                -18.02% -10.07% -3.96%   2.70%      N/A   
  BC High Yield                          -4.43%   1.70%  5.03%   6.95%     6.28%**

* Inception date of Historical Account is September 22, 1997.                   

**Since inception average annual total returns are from September 31, 1997.     

                                                        [Enlarge/Download Table]

                                                                                SINCE  
                                              1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION
---------------------------------------------------------------------------------------
                                                                                       
Intermediate Bond Similarly Managed Accounts  0.67%   1.82%   3.66%   5.05%     5.51%* 
BC U.S. Aggregate Bond Index                  0.55%   1.44%   3.25%   4.51%     4.88%* 

*Inception date of Similarly Managed Accounts is June 30, 2001.                 

                                                                [Download Table]

                                                                         SINCE   
                                       1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION*
---------------------------------------------------------------------------------
                                                                                 
High Yield Similarly Managed Accounts  -4.87%  2.30%   5.33%   7.15%     7.95%*  
BC High Yield Index                    -4.47%  1.69%   5.04%   6.96%     7.99%*  

*Inception date of Similarly Managed Accounts is December 31, 1986.             

                                                                [Download Table]

                                                                            SINCE   
                                                   1 YEAR 3 YEARS 5 YEARS INCEPTION*
------------------------------------------------------------------------------------
                                                                                    
Tax-Aware Fixed Income Similarly Managed Accounts  2.88%   2.13%   4.44%     3.68%  
Barclays Municipal Bond Index                      3.30%   3.16%   5.35%     4.24%* 

*Inception date of Similarly Managed Accounts is October 1, 2010.               

TRANSFER AGENCY AND RETIREMENT PLAN SERVICES                                    
ABIS acts as the transfer agent for the Funds. ABIS, an indirect wholly-owned   
subsidiary of the Adviser, registers the transfer, issuance, and redemption of  
Fund shares and disburses dividends and other distributions to Fund             
shareholders.                                                                   

Many Fund shares are owned by financial intermediaries for the benefit of their 
customers. Retirement plans may also hold Fund shares in the name of the plan,  
rather than the participant. In those cases, the Funds often do not maintain an 
account for you. Thus, some or all of the transfer agency functions for these   
and certain other accounts are performed by the financial intermediaries and    
plan recordkeepers. The Funds, ABI and/or the Adviser pay to these financial    
intermediaries and recordkeepers, including those that sell shares of the AB    
Mutual Funds, fees for sub-transfer agency and recordkeeping services in        
amounts ranging up to $19 per customer fund account per annum and/or up to      
0.25% per annum of the average daily assets held through the intermediary. To   
the extent any of these payments for recordkeeping services or transfer agency  
services are made by the Funds, they are included in the amount appearing       
opposite the caption "Other Expenses" found in the Fund expense tables under    
"Fees and Expenses of the Fund" in the Summary Information at the beginning of  
this Prospectus. In addition, financial intermediaries may be affiliates of     
entities that receive compensation from the Adviser or ABI for maintaining      
retirement plan "platforms" that facilitate trading by affiliated and           
non-affiliated financial intermediaries and recordkeeping for retirement plans. 

Because financial intermediaries and plan recordkeepers may be paid varying     
amounts per class for sub-transfer agency and recordkeeping services, the       
service requirements of which may also vary by class, this may create an        
additional incentive for financial intermediaries and their financial advisors  
to favor one fund complex over another or one class of shares over another.     

For more information, please refer to the Funds' SAI, call your financial       
advisor or visit our website at www.ABglobal.com.                               

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DIVIDENDS, DISTRIBUTIONS AND TAXES                                              
--------------------------------------------------------------------------------

Income dividends and capital gains distributions, if any, declared by a Fund on 
its outstanding shares will, at the election of each shareholder, be paid in    
cash or in additional shares of the same class of shares of that Fund. If paid  
in additional shares, the shares will have an aggregate NAV as of the close of  
business on the declaration date of the dividend or distribution equal to the   
cash amount of the dividend or distribution.                                    

AB TAX-AWARE FIXED INCOME PORTFOLIO declares dividends on its shares on each    
business day from the Fund's net investment income. Dividends on shares for     
Saturdays, Sundays and holidays will be declared on the previous business day.  
AB TAX-AWARE FIXED INCOME PORTFOLIO pays dividends on its shares after the      
close of business on the last day of each month.                                

You may make an election to receive dividends and distributions in cash or in   
shares at the time you purchase shares. For all Funds other than AB TAX-AWARE   
FIXED INCOME PORTFOLIO, your election can be changed at any time prior to a     
record date for a dividend. With respect to AB TAX-AWARE FIXED INCOME           
PORTFOLIO, you may change your election at least 30 days prior to the record    
date for a particular dividend or distribution. There is no sales or other      
charge in connection with the reinvestment of dividends or capital gains        
distributions. Cash dividends may be paid by check, or, at your election,       
electronically via the ACH network.                                             

If you receive an income dividend or capital gains distribution in cash you     
may, within 120 days following the date of its payment, reinvest the dividend   
or distribution in additional shares of that Fund without charge by returning   
to the Adviser, with appropriate instructions, the check representing the       
dividend or distribution. Thereafter, unless you otherwise specify, you will be 
deemed to have elected to reinvest all subsequent dividends and distributions   
in shares of that Fund.                                                         

TAXES (ALL FUNDS, EXCEPT AB TAX-AWARE FIXED INCOME PORTFOLIO)                   
While it is the intention of each Fund to distribute to its shareholders        
substantially all of each fiscal year's net income and net realized capital     
gains, if any, the amount and timing of any dividend or distribution will       
depend on the realization by the Fund of income and capital gains from          
investments. There is no fixed dividend rate and there can be no assurance that 
a Fund will pay any dividends or realize any capital gains. The final           
determination of the amount of a Fund's return of capital distributions for the 
period will be made after the end of each calendar year.                        

You will normally have to pay federal income tax, and any state or local income 
taxes, on the distributions you receive from a Fund, whether you take the       
distributions in cash or reinvest them in additional shares. Distributions of   
net capital gains from the sale of investments that a Fund owned for more than  
one year and that are properly designated as capital gains distributions are    
taxable as long-term capital gains. Distributions of dividends to a Fund's      
non-corporate shareholders may be treated as "qualified dividend income", which 
is taxed at reduced rates, if such distributions are derived from, and          
designated by a Fund as, "qualified dividend income" and provided that holding  
period and other requirements are met by both the shareholder and the Fund.     
"Qualified dividend income" generally is income derived from dividends from     
U.S. corporations and "qualified foreign corporations". Other distributions by  
a Fund are generally taxable to you as ordinary income. Dividends declared in   
October, November, or December and paid in January of the following year are    
taxable as if they had been paid the previous December. A Fund will notify you  
as to how much of the Fund's distributions, if any, qualify for these reduced   
tax rates.                                                                      

Investment income received by a Fund from sources within foreign countries may  
be subject to foreign income taxes withheld at the source. To the extent that   
any Fund is liable for foreign income taxes withheld at the source, the Fund    
intends, if possible, to operate so as to meet the requirements of the Code to  
"pass through" to the Fund's shareholders credits for foreign income taxes paid 
(or to permit shareholders to claim a deduction for such foreign taxes), but    
there can be no assurance that any Fund will be able to do so, and Funds that   
invest primarily in U.S. securities will not do so. Furthermore, a              
shareholder's ability to claim a foreign tax credit or deduction for foreign    
taxes paid by a Fund may be subject to certain limitations imposed by the Code, 
as a result of which a shareholder may not be permitted to claim a credit or    
deduction for all or a portion of the amount of such taxes.                     

Under certain circumstances, if a Fund realizes losses (e.g., from fluctuations 
in currency exchange rates) after paying a dividend, all or a portion of the    
dividend may subsequently be characterized as a return of capital. Returns of   
capital are generally nontaxable, but will reduce a shareholder's basis in      
shares of the Fund. If that basis is reduced to zero (which could happen if the 
shareholder does not reinvest distributions and returns of capital are          
significant), any further returns of capital will be taxable as a capital gain. 

NON-U.S. SHAREHOLDERS                                                           
If you are a nonresident alien individual or a foreign corporation for federal  
income tax purposes, please see the Funds' SAI for information on how you will  
be taxed as a result of holding shares in the Funds.                            

TAXES (AB TAX-AWARE FIXED INCOME PORTFOLIO)                                     
Distributions to shareholders out of tax-exempt interest income earned by the   
Fund are not subject to federal income tax. Under current tax law, some         
individuals and corporations may be subject to the AMT on distributions to      
shareholders out of income from the AMT-Subject bonds in which the Fund         
invests. Further, under current tax law, certain corporate taxpayers may be     
subject to the AMT based on their "adjusted current earnings". Distributions    
from the Fund that are excluded from gross income will generally be included in 
such                                                                            

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corporation's "adjusted current earnings" for purposes of computation of the    
AMT. Distributions out of taxable interest, other investment income, and net    
realized short-term capital gains are taxable to shareholders as ordinary       
income. Any distributions of long-term capital gains generally will be taxable  
to you as long-term capital gains regardless of how long you have held your     
shares. Since the Fund's investment income is derived from interest rather than 
dividends, no portion of its distributions will be eligible for the             
dividends-received deduction available to corporations, and for non-corporate   
shareholders no portion of such distributions will be treated as "qualified     
dividend income" taxable at the same potential tax rates applicable to          
long-term capital gains.                                                        

The Fund anticipates that a substantial portion of its dividends will be exempt 
from regular federal income taxes. Shareholders may be subject to state and     
local taxes on distributions from the Fund, including distributions that are    
exempt from federal income taxes.                                               

Interest on indebtedness incurred by shareholders to purchase or carry shares   
of the Fund is not deductible for federal income tax purposes. Further, persons 
who are "substantial users" (or related persons) of facilities financed by      
AMT-Subject bonds should consult their tax advisers before purchasing shares of 
the Fund.                                                                       

Distributions to shareholders out of tax-exempt interest income earned by the   
Fund are not subject to federal income tax. Under current tax law, some         
individuals and corporations may be subject to the AMT on distributions to      
shareholders out of income from the AMT-Subject bonds in which the Fund         
invests. Further, under current tax law, certain corporate taxpayers may be     
subject to the AMT based on their "adjusted current earnings". Distributions    
from the Fund that are excluded from gross income will generally be included in 
such corporation's "adjusted current earnings" for purposes of computation of   
the AMT. Distributions out of taxable interest, other investment income, and    
net realized short-term capital gains are taxable to shareholders as ordinary   
income. Any distributions of long-term capital gains generally will be taxable  
to you as long-term capital gains regardless of how long you have held your     
shares. Since the Fund's investment income is derived from interest rather than 
dividends, no portion of its distributions will be eligible for the             
dividends-received deduction available to corporations, and for non-corporate   
shareholders no portion of such distributions will be treated as "qualified     
dividend income" taxable at the same potential tax rates applicable to          
long-term capital gains.                                                        

The Fund anticipates that a substantial portion of its dividends will be exempt 
from regular federal income taxes. Shareholders may be subject to state and     
local taxes on distributions from the Fund, including distributions that are    
exempt from federal income taxes.                                               

Interest on indebtedness incurred by shareholders to purchase or carry shares   
of the Fund is not deductible for federal income tax purposes. Further, persons 
who are "substantial users" (or related persons) of facilities financed by      
AMT-Subject bonds should consult their tax advisers before purchasing shares of 
the Fund.                                                                       

GENERAL                                                                         
If you buy shares just before the Fund deducts a distribution from its NAV, you 
will pay the full price for the shares and then receive a portion of the price  
back as a distribution, which may be taxable.                                   

For tax purposes, an exchange is treated as a sale of Fund shares. The sale or  
exchange of Fund shares is a taxable transaction for federal income tax         
purposes.                                                                       

Each year shortly after December 31, a Fund will send you tax information       
stating the amount and type of all its distributions for the year. You are      
encouraged to consult your tax adviser about the federal, state, and local tax  
consequences in your particular circumstances, as well as about any possible    
foreign tax consequences.                                                       

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GENERAL INFORMATION                                                             
--------------------------------------------------------------------------------

Under unusual circumstances, a Fund may suspend redemptions or postpone payment 
for up to seven days or longer, as permitted by federal securities law. The     
Funds reserve the right to close an account that has remained below $1,000 for  
90 days.                                                                        

During drastic economic or market developments, you might have difficulty in    
reaching ABIS by telephone, in which event you should issue written             
instructions to ABIS. ABIS is not responsible for the authenticity of telephone 
requests to purchase, sell, or exchange shares. ABIS will employ reasonable     
procedures to verify that telephone requests are genuine, and could be liable   
for losses resulting from unauthorized transactions if it failed to do so.      
Dealers and agents may charge a commission for handling telephone requests. The 
telephone service may be suspended or terminated at any time without notice.    

Shareholder Services. ABIS offers a variety of shareholder services. For more   
information about these services or your account, call ABIS's toll-free number, 
800-221-5672. Some services are described in the Mutual Fund Application.       

Householding. Many shareholders of the AB Mutual Funds have family members      
living in the same home who also own shares of the same Funds. In order to      
reduce the amount of duplicative mail that is sent to homes with more than one  
fund account and to reduce expenses of the funds, all AB Mutual Funds will,     
until notified otherwise, send only one copy of each prospectus, shareholder    
report and proxy statement to each household address. This process, known as    
"householding", does not apply to account statements, confirmations, or         
personal tax information. If you do not wish to participate in householding, or 
wish to discontinue householding at any time, call ABIS at 1-800-221-5672. We   
will resume separate mailings for your account within 30 days of your request.  

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GLOSSARY OF INVESTMENT TERMS                                                    
--------------------------------------------------------------------------------

AMT is the federal alternative minimum tax.                                     

AMT-SUBJECT BONDS are municipal securities paying interest that is an item of   
"tax preference" and thus subject to the AMT when received by a person in a tax 
year during which the person is subject to the AMT. These securities are        
primarily private activity bonds, including revenue bonds.                      

BONDS are interest-bearing or discounted government or corporate securities     
that obligate the issuer to pay the bond holder a specified sum of money,       
usually at specified intervals, and to repay the principal amount of the loan   
at maturity.                                                                    

FIXED-INCOME SECURITIES are investments, such as bonds, that pay a fixed rate   
of return.                                                                      

MUNICIPAL SECURITIES are debt obligations issued by states, territories and     
possessions of the United States and the District of Columbia, and their        
political subdivisions, duly constituted authorities and corporations.          
Municipal securities include municipal bonds, which are intended to meet        
longer-term capital needs and municipal notes, which are intended to fulfill    
short-term capital needs.                                                       

NON-U.S. COMPANY OR NON-U.S. ISSUER is an entity that (i) is organized under    
the laws of a foreign country and conducts business in a foreign country,       
(ii) derives 50% or more of its total revenues from business in foreign         
countries, or (iii) issues equity or debt securities that are traded            
principally on a stock exchange in a foreign country.                           

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by the U.S.      
Government, its agencies or instrumentalities, including obligations that are   
issued by private issuers that are guaranteed as to principal or interest by    
the U.S. Government, its agencies or instrumentalities, or by certain           
government-sponsored entities (entities chartered by or sponsored by Act of     
Congress). These securities include securities backed by the full faith and     
credit of the United States, those supported by the right of the issuer to      
borrow from the U.S. Treasury, and those backed only by the credit of the       
issuing agency or entity itself. The first category includes U.S. Treasury      
securities (which are U.S. Treasury bills, notes, and bonds) and certificates   
issued by GNMA. U.S. Government securities not backed by the full faith and     
credit of the United States or a right to borrow from the U.S. Treasury include 
certificates issued by FNMA and FHLMC.                                          

THE BOFA MERRILL LYNCH 3-MONTH T-BILL INDEX is an unmanaged index that measures 
returns of three-month Treasury bills.                                          

THE BARCLAYS U.S. AGGREGATE BOND INDEX is a broad-based bond index comprised of 
government, corporate, mortgage and asset-backed issues, rated investment grade 
or higher, and having at least one year to maturity.                            

THE BARCLAYS GLOBAL AGGREGATE BOND INDEX is a macro index of global government  
and corporate bond markets, and is composed of various indices calculated by    
Barclays, including the U.S. Aggregate Index, the Pan-European Aggregate Index, 
the Global Treasury Index, the Asian-Pacific Aggregate Index, the Eurodollar    
Index and the U.S. Investment-Grade 144A Index.                                 

THE BARCLAYS GLOBAL HIGH YIELD 1-5 YEAR INDEX represents the performance of     
non-investment-grade fixed-income securities in the U.S., developed and         
emerging markets with more than one year and less than five years remaining     
until maturity, hedged to the U.S. Dollar.                                      

THE BARCLAYS HIGH YIELD INDEX is an unmanaged index generally representative of 
corporate bonds rated below investment grade.                                   

THE BARCLAYS MUNICIPAL BOND INDEX is an unmanaged index comprising a broad      
range of investment-grade municipal bonds having remaining maturities of        
greater than one year.                                                          

THE BARCLAYS U.S. CORPORATE HIGH YIELD 2% ISSUER CAPPED INDEX is an             
issuer-constrained version of the U.S. Corporate High Yield Index, which        
measures the USD-denominated, high yield, fixed-rate corporate bond market, but 
limits the exposure of each issuer to 2% of the total market value and          
redistributes any excess market value index-wide on a pro rata basis.           

THE JPMORGAN EMERGING MARKETS BOND INDEX GLOBAL is a broad-based, unmanaged     
index that tracks total return for external currency denominated debt in        
emerging markets.                                                               

THE JPMORGAN GOVERNMENT BOND INDEX-EMERGING MARKETS is a definitive local       
emerging markets debt benchmark that tracks local currency government bonds     
issued by emerging market countries.                                            

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FINANCIAL HIGHLIGHTS                                                            
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand each Fund's   
financial performance for the past five years (or, if shorter, the period of    
the Fund's operations). Certain information reflects financial results for a    
single share of a class of each Fund. The total returns in the table represent  
the rate that an investor would have earned (or lost) on an investment in the   
Fund (assuming reinvestment of all dividends and distributions). The financial  
statements have been audited by Ernst & Young, LLP, the independent registered  
public accounting firm for all Funds. The report of the independent public      
accounting firm, along with each Fund's financial statements, are included in   
each Fund's Annual Report, which is available upon request.                     

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AB INTERMEDIATE BOND PORTFOLIO                                                  
--------------------------------------------------------------------------------

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                                                                                   CLASS A                       
                                                                            YEAR ENDED OCTOBER 31,               
                                                               2015       2014       2013       2012      2011   
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
Net asset value, beginning of period                         $  11.24  $  11.00   $  11.40    $  11.04  $  10.98 
                                                             --------  --------   --------    --------  -------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                
Net investment income(a)(b)                                       .28       .35        .26         .26       .37 
Net realized and unrealized gain (loss) on investment and                                                        
 foreign currency transactions                                   (.12)      .23       (.35)        .41#      .07 
Contributions from Affiliates                                   - 0 -     - 0 -      - 0 -         .01#    - 0 - 
                                                             --------  --------   --------    --------  -------- 
Net increase (decrease) in net asset value from operations        .16       .58       (.09)        .68       .44 
                                                             --------  --------   --------    --------  -------- 
LESS: DIVIDENDS                                                                                                  
Dividends from net investment income                             (.34)     (.34)      (.31)       (.32)     (.38)
                                                             --------  --------   --------    --------  -------- 
Net asset value, end of period                               $  11.06  $  11.24   $  11.00    $  11.40  $  11.04 
                                                             ========  ========   ========    ========  ======== 
TOTAL RETURN                                                                                                     
Total investment return based on net asset value(c)              1.45%     5.34%*     (.81)%+     6.27%     4.11%

RATIOS/SUPPLEMENTAL DATA                                                                                         
Net assets, end of period (000's omitted)                    $252,965  $273,962   $301,764    $370,672  $381,577 
Ratio to average net assets of:                                                                                  
 Expenses, net of waivers/reimbursements                          .88%      .90%       .89%        .85%      .85%
 Expenses, before waivers/reimbursements                         1.06%     1.06%      1.02%        .99%     1.00%
 Net investment income(b)                                        2.51%     3.15%      2.32%       2.29%     3.42%
Portfolio turnover rate**                                         198%      221%       189%        110%      115%
-----------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                                         CLASS B                  
                                                                                 YEAR ENDED OCTOBER 31,           
                                                                        2015     2014     2013     2012     2011  
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                                   $11.24  $11.00   $11.41    $11.05  $ 10.98 
                                                                       ------  ------   ------    ------  ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)(b)                                               .20     .28      .18       .18      .30 
Net realized and unrealized gain (loss) on investment and foreign                                                 
 currency transactions                                                   (.12)    .22     (.36)      .42#     .08 
Contributions from Affiliates                                           - 0 -   - 0 -    - 0 -       .01#   - 0 - 
                                                                       ------  ------   ------    ------  ------- 
Net increase (decrease) in net asset value from operations                .08     .50     (.18)      .61      .38 
                                                                       ------  ------   ------    ------  ------- 
LESS: DIVIDENDS                                                                                                   
Dividends from net investment income                                     (.26)   (.26)    (.23)     (.25)    (.31)
                                                                       ------  ------   ------    ------  ------- 
Net asset value, end of period                                         $11.06  $11.24   $11.00    $11.41  $ 11.05 
                                                                       ======  ======   ======    ======  ======= 
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(c)                       .72%   4.61%*  (1.59)%+   5.56%    3.50%

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                              $1,692  $3,017   $5,348    $9,089  $11,104 
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements                                 1.60%   1.60%    1.58%     1.55%    1.55%
 Expenses, before waivers/reimbursements                                 1.80%   1.78%    1.74%     1.74%    1.75%
 Net investment income(b)                                                1.77%   2.48%    1.59%     1.59%    2.73%
Portfolio turnover rate**                                                 198%    221%     189%      110%     115%
------------------------------------------------------------------------------------------------------------------

See footnotes on page 78.                                                       

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                                                                                 CLASS C                    
                                                                         YEAR ENDED OCTOBER 31,             
                                                               2015     2014       2013      2012     2011  
------------------------------------------------------------------------------------------------------------
                                                                                                            
Net asset value, beginning of period                         $ 11.22  $ 10.98   $ 11.38    $ 11.02  $ 10.96 
                                                             -------  -------   -------    -------  ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                           
Net investment income(a)(b)                                      .20      .27       .18        .18      .29 
Net realized and unrealized gain (loss) on investment and                                                   
 foreign currency transactions                                  (.12)     .23      (.35)       .41#     .07 
Contributions from Affiliates                                  - 0 -    - 0 -     - 0 -        .01#   - 0 - 
                                                             -------  -------   -------    -------  ------- 
Net increase (decrease) in net asset value from operations       .08      .50      (.17)       .60      .36 
                                                             -------  -------   -------    -------  ------- 
LESS: DIVIDENDS                                                                                             
Dividends from net investment income                            (.26)    (.26)     (.23)      (.24)    (.30)
                                                             -------  -------   -------    -------  ------- 
Net asset value, end of period                               $ 11.04  $ 11.22   $ 10.98    $ 11.38  $ 11.02 
                                                             =======  =======   =======    =======  ======= 
TOTAL RETURN                                                                                                
Total investment return based on net asset value(c)              .73%    4.63%*   (1.51)%+    5.55%    3.40%

RATIOS/SUPPLEMENTAL DATA                                                                                    
Net assets, end of period (000's omitted)                    $40,928  $42,690   $47,530    $61,224  $62,147 
Ratio to average net assets of:                                                                             
 Expenses, net of waivers/reimbursements                        1.60%    1.60%     1.59%      1.55%    1.55%
 Expenses, before waivers/reimbursements                        1.78%    1.77%     1.73%      1.70%    1.71%
 Net investment income(b)                                       1.79%    2.46%     1.62%      1.60%    2.72%
Portfolio turnover rate**                                        198%     221%      189%       110%     115%
------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                              ADVISOR CLASS                 
                                                                         YEAR ENDED OCTOBER 31,             
                                                               2015     2014       2013      2012     2011  
------------------------------------------------------------------------------------------------------------
                                                                                                            
Net asset value, beginning of period                         $ 11.24  $ 11.00   $ 11.41    $ 11.05  $ 10.99 
                                                             -------  -------   -------    -------  ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                           
Net investment income(a)(b)                                      .31      .39       .29        .29      .40 
Net realized and unrealized gain (loss) on investment and                                                   
 foreign currency transactions                                  (.12)     .22      (.36)       .41#     .07 
Contributions from Affiliates                                  - 0 -    - 0 -     - 0 -        .01#   - 0 - 
                                                             -------  -------   -------    -------  ------- 
Net increase (decrease) in net asset value from operations       .19      .61      (.07)       .71      .47 
                                                             -------  -------   -------    -------  ------- 
LESS: DIVIDENDS                                                                                             
Dividends from net investment income                            (.37)    (.37)     (.34)      (.35)    (.41)
                                                             -------  -------   -------    -------  ------- 
Net asset value, end of period                               $ 11.06  $ 11.24   $ 11.00    $ 11.41  $ 11.05 
                                                             =======  =======   =======    =======  ======= 
TOTAL RETURN                                                                                                
Total investment return based on net asset value(c)             1.73%    5.65%*    (.61)%+    6.59%    4.43%

RATIOS/SUPPLEMENTAL DATA                                                                                    
Net assets, end of period (000's omitted)                    $22,705  $26,352   $73,445    $94,584  $88,402 
Ratio to average net assets of:                                                                             
 Expenses, net of waivers/reimbursements                         .60%     .60%      .59%       .55%     .55%
 Expenses, before waivers/reimbursements                         .77%     .75%      .72%       .69%     .70%
 Net investment income(b)                                       2.78%    3.51%     2.60%      2.59%    3.70%
Portfolio turnover rate**                                        198%     221%      189%       110%     115%
------------------------------------------------------------------------------------------------------------

See footnotes on page 78.                                                       

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                                                                                        CLASS R                  
                                                                                 YEAR ENDED OCTOBER 31,          
                                                                        2015     2014     2013     2012    2011  
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
Net asset value, beginning of period                                   $11.24  $11.00   $11.40    $11.04  $10.98 
                                                                       ------  ------   ------    ------  ------ 
INCOME FROM INVESTMENT OPERATIONS                                                                                
Net investment income(a)(b)                                               .26     .33      .24       .23     .34 
Net realized and unrealized gain (loss) on investment and foreign                                                
 currency transactions                                                   (.12)    .23     (.36)      .42#    .08 
Contributions from Affiliates                                           - 0 -   - 0 -    - 0 -       .01#  - 0 - 
                                                                       ------  ------   ------    ------  ------ 
Net increase (decrease) in net asset value from operations                .14     .56     (.12)      .66     .42 
                                                                       ------  ------   ------    ------  ------ 
LESS: DIVIDENDS                                                                                                  
Dividends from net investment income                                     (.32)   (.32)    (.28)     (.30)   (.36)
                                                                       ------  ------   ------    ------  ------ 
Net asset value, end of period                                         $11.06  $11.24   $11.00    $11.40  $11.04 
                                                                       ======  ======   ======    ======  ====== 
TOTAL RETURN                                                                                                     
Total investment return based on net asset value(c)                      1.23%   5.13%*  (1.01)%+   6.05%   3.91%

RATIOS/SUPPLEMENTAL DATA                                                                                         
Net assets, end of period (000's omitted)                              $2,936  $2,368   $2,241    $1,568  $1,168 
Ratio to average net assets of:                                                                                  
 Expenses, net of waivers/reimbursements                                 1.10%   1.10%    1.09%     1.05%   1.05%
 Expenses, before waivers/reimbursements                                 1.38%   1.36%    1.31%     1.29%   1.31%
 Net investment income(b)                                                2.29%   2.94%    2.13%     2.07%   3.16%
Portfolio turnover rate**                                                 198%    221%     189%      110%    115%
-----------------------------------------------------------------------------------------------------------------

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                                                                                        CLASS K                  
                                                                                 YEAR ENDED OCTOBER 31,          
                                                                        2015     2014     2013     2012    2011  
-----------------------------------------------------------------------------------------------------------------
                                                                                                                 
Net asset value, beginning of period                                   $11.24  $11.01   $11.41    $11.05  $10.99 
                                                                       ------  ------   ------    ------  ------ 
INCOME FROM INVESTMENT OPERATIONS                                                                                
Net investment income(a)(b)                                               .28     .35      .27       .26     .38 
Net realized and unrealized gain (loss) on investment and foreign                                                
 currency transactions                                                   (.10)    .22     (.36)      .42#    .07 
Contributions from Affiliates                                           - 0 -   - 0 -    - 0 -       .01#  - 0 - 
                                                                       ------  ------   ------    ------  ------ 
Net increase (decrease) in net asset value from operations                .18     .57     (.09)      .69     .45 
                                                                       ------  ------   ------    ------  ------ 
LESS: DIVIDENDS                                                                                                  
Dividends from net investment income                                     (.35)   (.34)    (.31)     (.33)   (.39)
                                                                       ------  ------   ------    ------  ------ 
Net asset value, end of period                                         $11.07  $11.24   $11.01    $11.41  $11.05 
                                                                       ======  ======   ======    ======  ====== 
TOTAL RETURN                                                                                                     
Total investment return based on net asset value(c)                      1.57%   5.30%*   (.76)%+   6.32%   4.17%

RATIOS/SUPPLEMENTAL DATA                                                                                         
Net assets, end of period (000's omitted)                              $3,922  $4,515   $3,459    $3,823  $2,869 
Ratio to average net assets of:                                                                                  
 Expenses, net of waivers/reimbursements                                  .85%    .85%     .84%      .80%    .80%
 Expenses, before waivers/reimbursements                                 1.08%   1.03%     .93%      .99%   1.01%
 Net investment income(b)                                                2.53%   3.17%    2.38%     2.34%   3.49%
Portfolio turnover rate**                                                 198%    221%     189%      110%    115%
-----------------------------------------------------------------------------------------------------------------

See footnotes on page 78.                                                       

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                                                                                         CLASS I                   
                                                                                  YEAR ENDED OCTOBER 31,           
                                                                        2015     2014     2013      2012     2011  
-------------------------------------------------------------------------------------------------------------------
                                                                                                                   
Net asset value, beginning of period                                   $11.25  $11.01   $11.42    $11.06    $11.00 
                                                                       ------  ------   ------    ------    ------ 
INCOME FROM INVESTMENT OPERATIONS                                                                                  
Net investment income(a)(b)                                               .31     .36      .18       .29       .42 
Net realized and unrealized gain (loss) on investment and foreign                                                  
 currency transactions                                                   (.12)    .25     (.25)      .41#      .05 
Contributions from Affiliates                                           - 0 -   - 0 -    - 0 -       .01#    - 0 - 
                                                                       ------  ------   ------    ------    ------ 
Net increase (decrease) in net asset value from operations                .19     .61     (.07)      .71       .47 
                                                                       ------  ------   ------    ------    ------ 
LESS: DIVIDENDS                                                                                                    
Dividends from net investment income                                     (.37)   (.37)    (.34)     (.35)     (.41)
                                                                       ------  ------   ------    ------    ------ 
Net asset value, end of period                                         $11.07  $11.25   $11.01    $11.42    $11.06 
                                                                       ======  ======   ======    ======    ====== 
TOTAL RETURN                                                                                                       
Total investment return based on net asset value(c)                      1.73%   5.65%*   (.62)%+   6.58%++   4.42%

RATIOS/SUPPLEMENTAL DATA                                                                                           
Net assets, end of period (000's omitted)                              $  511  $  107   $   14    $  814    $  715 
Ratio to average net assets of:                                                                                    
 Expenses, net of waivers/reimbursements                                  .60%    .60%     .56%      .55%      .55%
 Expenses, before waivers/reimbursements                                  .75%    .75%     .67%      .66%      .68%
 Net investment income(b)                                                2.74%   3.22%    2.46%     2.59%     3.76%
Portfolio turnover rate**                                                 198%    221%     189%      110%      115%
-------------------------------------------------------------------------------------------------------------------

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                                                                                                   CLASS Z        
                                                                                                        APRIL 28, 
                                                                                           YEAR ENDED  2014(d) TO 
                                                                                           OCTOBER 31, OCTOBER 31,
                                                                                              2015        2014    
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                                                         $11.26      $11.15   
                                                                                             ------      ------   
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)(b)                                                                     .32         .19   
Net realized and unrealized gain (loss) on investment and foreign currency transactions        (.13)        .10   
                                                                                             ------      ------   
Net increase in net asset value from operations                                                 .19         .29   
                                                                                             ------      ------   
LESS: DIVIDENDS                                                                                                   
Dividends from net investment income                                                           (.37)       (.18)  
                                                                                             ------      ------   
Total dividends and distributions                                                              (.37)       (.18)  
                                                                                             ------      ------   
Net asset value, end of period                                                               $11.08      $11.26   
                                                                                             ======      ======   
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(c)                                            1.72%       2.61%  

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                                                    $4,851      $   10   
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements                                                        .60%        .60%^ 
 Expenses, before waivers/reimbursements                                                        .71%        .66%^ 
 Net investment income(b)                                                                      2.91%       3.29%^ 
Portfolio turnover rate**                                                                       198%        221%  
------------------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.                                         

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

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

(d)Commencement of distribution.                                                

# Amount reclassified from realized gain (loss) on investment transactions.   

* Includes the impact of proceeds received and credited to the Portfolio      
resulting from class action settlements, which enhanced the Portfolio's   
performance for the year ended October 31, 2014 by 0.01%.                 

+ Includes the impact of proceeds received and credited to the Portfolio      
resulting from third party regulatory settlements, which enhanced the     
Portfolio's performance for the year ended October 31, 2013 by 0.14%.     

++ Includes the Adviser's reimbursement in respect of the Lehman Bankruptcy     
Claim which contributed to the Portfolio's performance by 0.07% for the   
year-ended October 31, 2012.                                              

^ Annualized.                                                                 

** The Portfolio accounts for dollar roll transactions as purchases and sales.  

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AB GLOBAL BOND FUND                                                             
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                                                                                       CLASS A                                
                                                                               YEAR ENDED SEPTEMBER 30,                       
                                                             2015         2014         2013           2012           2011     
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                    $     8.52     $     8.26  $     8.64    $     8.38     $     8.50    
                                                        ----------     ----------  ----------    ----------     ----------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(a)                                       .18            .23         .19           .22(b)         .32(b) 
Net realized and unrealized gain (loss) on investment                                                                         
 and foreign currency transactions                            (.02)           .25        (.29)          .37           (.12)   
Contributions from Affiliates                                  .00(c)       - 0 -       - 0 -           .00(c)       - 0 -    
                                                        ----------     ----------  ----------    ----------     ----------    
Net increase (decrease) in net asset value from                                                                               
 operations                                                    .16            .48        (.10)          .59            .20    
                                                        ----------     ----------  ----------    ----------     ----------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                          (.34)          (.22)       (.19)         (.33)          (.32)   
Distributions from net realized gain on investment and                                                                        
 foreign currency transactions                                (.00)(c)      - 0 -        (.09)        - 0 -          - 0 -    
                                                        ----------     ----------  ----------    ----------     ----------    
Total dividends and distributions                             (.34)          (.22)       (.28)         (.33)          (.32)   
                                                        ----------     ----------  ----------    ----------     ----------    
Net asset value, end of period                          $     8.34     $     8.52  $     8.26    $     8.64     $     8.38    
                                                        ==========     ==========  ==========    ==========     ==========    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(d)           1.95%          5.82%      (1.21)%*       7.19%          2.37%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)               $1,060,976     $1,076,697  $1,341,874    $1,581,096     $1,624,399    
Ratio to average net assets of:                                                                                               
 Expenses, net of waivers/reimbursements(e)                    .90%           .93%        .94%          .92%           .91%   
 Expenses, before waivers/reimbursements(e)                    .90%           .93%        .94%          .93%           .95%   
 Net investment income                                        2.09%          2.69%       2.28%         2.55%(b)       3.80%(b)
Portfolio turnover rate                                        167%           157%        179%           94%            65%   
------------------------------------------------------------------------------------------------------------------------------

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                                                                                                CLASS B                       
                                                                                       YEAR ENDED SEPTEMBER 30,               
                                                                            2015     2014      2013       2012        2011    
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                     $ 8.52     $ 8.26  $  8.64    $  8.38     $  8.51    
                                                                         ------     ------  -------    -------     -------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(a)                                                    .11        .16      .14        .15(b)      .26(b) 
Net realized and unrealized gain (loss) on investment and foreign                                                             
 currency transactions                                                     (.01)       .26     (.30)       .37        (.13)   
Contributions from Affiliates                                               .00(c)   - 0 -    - 0 -        .00(c)    - 0 -    
                                                                         ------     ------  -------    -------     -------    
Net increase (decrease) in net asset value from operations                  .10        .42     (.16)       .52         .13    
                                                                         ------     ------  -------    -------     -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                                       (.28)      (.16)    (.13)      (.26)       (.26)   
Distributions from net realized gain on investment and foreign currency                                                       
 transactions                                                              (.00)(c)  - 0 -     (.09)     - 0 -       - 0 -    
                                                                         ------     ------  -------    -------     -------    
Total dividends and distributions                                          (.28)      (.16)    (.22)      (.26)       (.26)   
                                                                         ------     ------  -------    -------     -------    
Net asset value, end of period                                           $ 8.34     $ 8.52  $  8.26    $  8.64     $  8.38    
                                                                         ======     ======  =======    =======     =======    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(d)                        1.21%      5.08%   (1.91)%*    6.39%       1.55%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                                $3,410     $7,321  $22,978    $38,310     $54,784    
Ratio to average net assets of:                                                                                               
 Expenses, net of waivers/reimbursements(e)                                1.63%      1.64%    1.65%      1.64%       1.61%   
 Expenses, before waivers/reimbursements(e)                                1.63%      1.64%    1.65%      1.67%       1.68%   
 Net investment income                                                     1.36%      1.97%    1.59%      1.82%(b)    3.11%(b)
Portfolio turnover rate                                                     167%       157%     179%        94%         65%   
------------------------------------------------------------------------------------------------------------------------------

See footnotes on pages 82 through 83.                                           

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                                                                                       CLASS C                           
                                                                               YEAR ENDED SEPTEMBER 30,                  
                                                                 2015       2014       2013         2012         2011    
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Net asset value, beginning of period                         $   8.54     $   8.28  $   8.66    $   8.40     $   8.53    
                                                             --------     --------  --------    --------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                        
Net investment income(a)                                          .12          .17       .14         .16(b)       .26(b) 
Net realized and unrealized gain (loss) on investment and                                                                
 foreign currency transactions                                   (.01)         .25      (.30)        .37         (.13)   
Contributions from Affiliates                                     .00(c)     - 0 -     - 0 -         .00(c)     - 0 -    
                                                             --------     --------  --------    --------     --------    
Net increase (decrease) in net asset value from operations        .11          .42      (.16)        .53          .13    
                                                             --------     --------  --------    --------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                        
Dividends from net investment income                             (.29)        (.16)     (.13)       (.27)        (.26)   
Distributions from net realized gain on investment and                                                                   
 foreign currency transactions                                   (.00)(c)    - 0 -      (.09)      - 0 -        - 0 -    
                                                             --------     --------  --------    --------     --------    
Total dividends and distributions                                (.29)        (.16)     (.22)       (.27)        (.26)   
                                                             --------     --------  --------    --------     --------    
Net asset value, end of period                               $   8.36     $   8.54  $   8.28    $   8.66     $   8.40    
                                                             ========     ========  ========    ========     ========    
TOTAL RETURN                                                                                                             
Total investment return based on net asset value(d)              1.23%        5.07%    (1.90)%*     6.42%        1.53%   

RATIOS/SUPPLEMENTAL DATA                                                                                                 
Net assets, end of period (000's omitted)                    $356,483     $395,728  $472,068    $607,783     $616,000    
Ratio to average net assets of:                                                                                          
 Expenses, net of waivers/reimbursements(e)                      1.60%        1.63%     1.64%       1.63%        1.61%   
 Expenses, before waivers/reimbursements(e)                      1.60%        1.63%     1.64%       1.64%        1.65%   
 Net investment income                                           1.38%        1.98%     1.58%       1.83%(b)     3.09%(b)
Portfolio turnover rate                                           167%         157%      179%         94%          65%   
-------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                                  ADVISOR CLASS                           
                                                                             YEAR ENDED SEPTEMBER 30,                     
                                                             2015         2014         2013          2012         2011    
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net asset value, beginning of period                    $     8.51     $     8.25  $     8.63    $   8.37     $   8.50    
                                                        ----------     ----------  ----------    --------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                         
Net investment income(a)                                       .20            .25         .22         .24(b)       .34(b) 
Net realized and unrealized gain (loss) on investment                                                                     
 and foreign currency transactions                            (.01)           .25        (.29)        .37         (.13)   
Contributions from Affiliates                                  .00(c)       - 0 -       - 0 -         .00(c)     - 0 -    
                                                        ----------     ----------  ----------    --------     --------    
Net increase (decrease) in net asset value from                                                                           
 operations                                                    .19            .50        (.07)        .61          .21    
                                                        ----------     ----------  ----------    --------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                         
Dividends from net investment income                          (.37)          (.24)       (.22)       (.35)        (.34)   
Distributions from net realized gain on investment and                                                                    
 foreign currency transactions                                (.00)(c)      - 0 -        (.09)      - 0 -        - 0 -    
                                                        ----------     ----------  ----------    --------     --------    
Total dividends and distributions                             (.37)          (.24)       (.31)       (.35)        (.34)   
                                                        ----------     ----------  ----------    --------     --------    
Net asset value, end of period                          $     8.33     $     8.51  $     8.25    $   8.63     $   8.37    
                                                        ==========     ==========  ==========    ========     ========    
TOTAL RETURN                                                                                                              
Total investment return based on net asset value(d)           2.26%          6.14%      (0.92)%*     7.51%        2.55%   

RATIOS/SUPPLEMENTAL DATA                                                                                                  
Net assets, end of period (000's omitted)               $2,247,582     $1,504,432  $1,077,452    $901,342     $651,336    
Ratio to average net assets of:                                                                                           
 Expenses, net of waivers/reimbursements(e)                    .60%           .63%        .64%        .63%         .61%   
 Expenses, before waivers/reimbursements(e)                    .60%           .63%        .64%        .64%         .65%   
 Net investment income                                        2.39%          2.98%       2.57%       2.86%(b)     4.08%(b)
Portfolio turnover rate                                        167%           157%        179%         94%          65%   
--------------------------------------------------------------------------------------------------------------------------

See footnotes on pages 82 through 83.                                           

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                                                                                               CLASS R                        
                                                                                      YEAR ENDED SEPTEMBER 30,                
                                                                          2015       2014      2013       2012        2011    
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                   $  8.51     $  8.25  $  8.63    $  8.37     $  8.50    
                                                                       -------     -------  -------    -------     -------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(a)                                                   .15         .20      .16        .19(b)      .30(b) 
Net realized and unrealized gain (loss) on investment and foreign                                                             
 currency transactions                                                    (.02)        .25     (.29)       .37        (.13)   
Contributions from Affiliates                                            - 0 -       - 0 -    - 0 -        .00(c)    - 0 -    
                                                                       -------     -------  -------    -------     -------    
Net increase (decrease) in net asset value from operations                 .13         .45     (.13)       .56         .17    
                                                                       -------     -------  -------    -------     -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                                      (.31)       (.19)    (.16)      (.30)       (.30)   
Distributions from net realized gain on investment and foreign                                                                
 currency transactions                                                    (.00)(c)   - 0 -     (.09)     - 0 -       - 0 -    
                                                                       -------     -------  -------    -------     -------    
Total dividends and distributions                                         (.31)       (.19)    (.25)      (.30)       (.30)   
                                                                       -------     -------  -------    -------     -------    
Net asset value, end of period                                         $  8.33     $  8.51  $  8.25    $  8.63     $  8.37    
                                                                       =======     =======  =======    =======     =======    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(d)                       1.57%       5.48%   (1.56)%*    6.82%       2.05%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                              $60,300     $54,550  $46,514    $38,450     $23,205    
Ratio to average net assets of:                                                                                               
 Expenses, net of waivers/reimbursements(e)                               1.27%       1.26%    1.29%      1.23%       1.11%   
 Expenses, before waivers/reimbursements(e)                               1.27%       1.26%    1.29%      1.28%       1.29%   
 Net investment income                                                    1.72%       2.36%    1.93%      2.26%(b)    3.60%(b)
Portfolio turnover rate                                                    167%        157%     179%        94%         65%   
------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                                                CLASS K                       
                                                                                       YEAR ENDED SEPTEMBER 30,               
                                                                            2015       2014      2013       2012       2011   
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                     $  8.51     $  8.25  $  8.63    $ 8.37     $ 8.50    
                                                                         -------     -------  -------    ------     ------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(a)                                                     .17         .23      .19       .23(f)     .33(b) 
Net realized and unrealized gain (loss) on investment and foreign                                                             
 currency transactions                                                      (.01)        .25     (.29)      .37       (.14)   
Contributions from Affiliates                                              - 0 -       - 0 -    - 0 -       .00(c)   - 0 -    
                                                                         -------     -------  -------    ------     ------    
Net increase (decrease) in net asset value from operations                   .16         .48     (.10)      .60        .19    
                                                                         -------     -------  -------    ------     ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                                        (.34)       (.22)    (.19)     (.34)      (.32)   
Distributions from net realized gain on investment and foreign currency                                                       
 transactions                                                               (.00)(c)   - 0 -     (.09)    - 0 -      - 0 -    
                                                                         -------     -------  -------    ------     ------    
Total dividends and distributions                                           (.34)       (.22)    (.28)     (.34)      (.32)   
                                                                         -------     -------  -------    ------     ------    
Net asset value, end of period                                           $  8.33     $  8.51  $  8.25    $ 8.63     $ 8.37    
                                                                         =======     =======  =======    ======     ======    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(d)                         1.90%       5.83%   (1.22)%*   7.30%      2.32%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                                $23,625     $19,039  $13,851    $9,949     $1,364    
Ratio to average net assets of:                                                                                               
 Expenses, net of waivers/reimbursements(e)                                  .95%        .93%     .95%      .84%       .85%   
 Expenses, before waivers/reimbursements(e)                                  .95%        .93%     .95%      .95%      1.00%   
 Net investment income                                                      2.04%       2.69%    2.26%     2.70%(f)   3.86%(b)
Portfolio turnover rate                                                      167%        157%     179%       94%        65%   
------------------------------------------------------------------------------------------------------------------------------

See footnotes on pages 82 through 83.                                           

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                                                                            CLASS I                         
                                                                   YEAR ENDED SEPTEMBER 30,                 
                                                       2015       2014       2013         2012       2011   
------------------------------------------------------------------------------------------------------------
                                                                                                            
Net asset value, beginning of period               $   8.51     $   8.25  $   8.63    $   8.37     $   8.50 
                                                   --------     --------  --------    --------     -------- 
INCOME FROM INVESTMENT OPERATIONS                                                                           
Net investment income(a)                                .20          .26       .22         .24(b)       .34 
Net realized and unrealized gain (loss) on                                                                  
 investment and foreign currency transactions          (.01)         .24      (.29)        .38         (.12)
Contributions from Affiliates                         - 0 -        - 0 -     - 0 -         .00(c)     - 0 - 
                                                   --------     --------  --------    --------     -------- 
Net increase (decrease) in net asset value from                                                             
 operations                                             .19          .50      (.07)        .62          .22 
                                                   --------     --------  --------    --------     -------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                           
Dividends from net investment income                   (.37)        (.24)     (.22)       (.36)        (.35)
Distributions from net realized gain on                                                                     
 investment and foreign currency transactions          (.00)(c)    - 0 -      (.09)      - 0 -        - 0 - 
                                                   --------     --------  --------    --------     -------- 
Total dividends and distributions                      (.37)        (.24)     (.31)       (.36)        (.35)
                                                   --------     --------  --------    --------     -------- 
Net asset value, end of period                     $   8.33     $   8.51  $   8.25    $   8.63     $   8.37 
                                                   ========     ========  ========    ========     ======== 
TOTAL RETURN                                                                                                
Total investment return based on net asset                                                                  
 value(d)                                              2.27%        6.19%    (0.87)%*     7.56%        2.59%

RATIOS/SUPPLEMENTAL DATA                                                                                    
Net assets, end of period (000's omitted)          $536,411     $546,550  $291,554    $198,242     $158,050 
Ratio to average net assets of:                                                                             
 Expenses, net of waivers/reimbursements(e)             .59%         .59%      .59%        .60%         .59%
 Expenses, before waivers/reimbursements(e)             .59%         .59%      .59%        .61%         .59%
 Net investment income                                 2.40%        3.04%     2.61%       2.88%(b)     4.03%
Portfolio turnover rate                                 167%         157%      179%         94%          65%
------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                                          CLASS Z           
                                                                                               OCTOBER 15,  
                                                                                YEAR ENDED     2013(g) TO   
                                                                               SEPTEMBER 30,  SEPTEMBER 30, 
                                                                                   2015           2014      
------------------------------------------------------------------------------------------------------------
                                                                                                            
Net asset value, beginning of period                                             $   8.51        $  8.23    
                                                                                 --------        -------    
INCOME FROM INVESTMENT OPERATIONS                                                                           
Net investment income(a)                                                              .21            .25    
Net realized and unrealized gain (loss) on investment and foreign currency                                  
 transactions                                                                        (.02)           .27    
                                                                                 --------        -------    
Net increase in net asset value from operations                                       .19            .52    
                                                                                 --------        -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                           
Dividends from net investment income                                                 (.37)          (.24)   
Distributions from net realized gain on investment and foreign currency                                     
 transactions                                                                        (.00)(c)      - 0 -    
                                                                                 --------        -------    
Total dividends and distributions                                                    (.37)          (.24)   
                                                                                 --------        -------    
Net asset value, end of period                                                   $   8.33        $  8.51    
                                                                                 ========        =======    
TOTAL RETURN                                                                                                
Total investment return based on net asset value(d)                                  2.32%          6.38%   

RATIOS/SUPPLEMENTAL DATA                                                                                    
Net assets, end of period (000's omitted)                                        $167,830        $11,472    
Ratio to average net assets of:                                                                             
 Expenses, net of waivers/reimbursements(e)                                           .53%           .55%(h)
 Expenses, before waivers/reimbursements(e)                                           .53%           .55%(h)
 Net investment income                                                               2.47%          3.05%(h)
Portfolio turnover rate                                                               167%           157%   
------------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.                                         

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

(c)Amount represents less than $0.005.                                          

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

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(e)The expense ratios presented below exclude interest expense:                 

                                                        [Enlarge/Download Table]

                                                                          YEAR ENDED SEPTEMBER 30,   
                                                                        2015  2014  2013  2012  2011 
-----------------------------------------------------------------------------------------------------
                                                                                                     
CLASS A                                                                                              
   Net of waivers/reimbursements                                         .90%  .93%  .93%  .90%  .90%
   Before waivers/reimbursements                                         .90%  .93%  .93%  .91%  .94%
CLASS B                                                                                              
   Net of waivers/reimbursements                                        1.63% 1.64% 1.64% 1.62% 1.60%
   Before waivers/reimbursements                                        1.63% 1.64% 1.64% 1.65% 1.67%
CLASS C                                                                                              
   Net of waivers/reimbursements                                        1.60% 1.63% 1.63% 1.61% 1.60%
   Before waivers/reimbursements                                        1.60% 1.63% 1.63% 1.62% 1.64%
ADVISOR CLASS                                                                                        
   Net of waivers/reimbursements                                         .60%  .63%  .63%  .60%  .60%
   Before waivers/reimbursements                                         .60%  .63%  .63%  .61%  .64%
CLASS R                                                                                              
   Net of waivers/reimbursements                                        1.27% 1.26% 1.28% 1.20% 1.10%
   Before waivers/reimbursements                                        1.27% 1.26% 1.28% 1.25% 1.28%
CLASS K                                                                                              
   Net of waivers/reimbursements                                         .95%  .93%  .94%  .81%  .84%
   Before waivers/reimbursements                                         .95%  .93%  .94%  .92%  .99%
CLASS I                                                                                              
   Net of waivers/reimbursements                                         .59%  .58%  .58%  .58%  .58%
   Before waivers/reimbursements                                         .59%  .58%  .58%  .59%  .58%
-----------------------------------------------------------------------------------------------------

                                                                [Download Table]

                                                   OCTOBER 15, 
                                     YEAR ENDED    2013(g) TO  
                                    SEPTEMBER 30, SEPTEMBER 30,
                                        2015          2014     
---------------------------------------------------------------
                                                               
CLASS Z                                                        
   Net of waivers/reimbursements        .53%          .55%(h)  
   Before waivers/reimbursements        .53%          .55%(h)  

(f)Net of expenses waived by the Distributor.                                   

(g)Commencement of distribution.                                                

(h)Annualized.                                                                  

* Includes the impact of proceeds received and credited to the Fund resulting 
from a third party vendor reimbursement, which enhanced the performance of
each share class for the year ended September 30, 2013 by 0.01%.          

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AB CREDIT LONG/SHORT PORTFOLIO                                                  
--------------------------------------------------------------------------------

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                                                                               CLASS A        
                                                                                     MAY 7,   
                                                                       YEAR ENDED  2014(a) TO 
                                                                       OCTOBER 31, OCTOBER 31,
                                                                          2015        2014    
----------------------------------------------------------------------------------------------
                                                                                              
Net asset value, beginning of period                                     $10.00      $10.00   
                                                                         ------      ------   
INCOME FROM INVESTMENT OPERATIONS                                                             
Net investment income(b)(c)                                                 .09         .08   
Net realized and unrealized loss on investment and foreign currency                           
 transactions                                                              (.16)       (.03)  
Contributions from Affiliates                                               .00(d)    - 0 -   
                                                                         ------      ------   
Net increase (decrease) in net asset value from operations                 (.07)        .05   
                                                                         ------      ------   
LESS: DIVIDENDS                                                                               
Dividends from net investment income                                       (.08)       (.05)  
                                                                         ------      ------   
Net asset value, end of period                                           $ 9.85      $10.00   
                                                                         ======      ======   
TOTAL RETURN                                                                                  
Total investment return based on net asset value(e)*                       (.65)%       .57%  

RATIOS/SUPPLEMENTAL DATA                                                                      
Net assets, end of period (000's omitted)                                $  186      $   84   
Ratio to average net assets of:                                                               
 Expenses, net of waivers/reimbursements(f)                                5.02%       3.56%^ 
 Expenses, before waivers/reimbursements(f)                                7.28%       4.29%^ 
 Net investment income(c)                                                   .88%       1.79%^ 
Portfolio turnover rate                                                     163%         69%  
Portfolio turnover rate (including securities sold short)                   147%        102%  
----------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------
                                                                               CLASS C        
                                                                                     MAY 7,   
                                                                       YEAR ENDED  2014(a) TO 
                                                                       OCTOBER 31, OCTOBER 31,
                                                                          2015        2014    
----------------------------------------------------------------------------------------------
                                                                                              
Net asset value, beginning of period                                     $ 9.97      $10.00   
                                                                         ------      ------   
INCOME FROM INVESTMENT OPERATIONS                                                             
Net investment income(b)(c)                                                 .01         .06   
Net realized and unrealized loss on investment and foreign currency                           
 transactions                                                              (.15)       (.05)  
Contributions from Affiliates                                               .00(d)    - 0 -   
                                                                         ------      ------   
Net increase (decrease) in net asset value from operations                 (.14)        .01   
                                                                         ------      ------   
LESS: DIVIDENDS                                                                               
Dividends from net investment income                                       (.06)       (.04)  
                                                                         ------      ------   
Net asset value, end of period                                           $ 9.77      $ 9.97   
                                                                         ======      ======   
TOTAL RETURN                                                                                  
Total investment return based on net asset value(e)*                      (1.45)%       .21%  

RATIOS/SUPPLEMENTAL DATA                                                                      
Net assets, end of period (000's omitted)                                $  100      $   44   
Ratio to average net assets of:                                                               
 Expenses, net of waivers/reimbursements(f)                                5.78%       4.18%^ 
 Expenses, before waivers/reimbursements(f)                                8.08%       6.31%^ 
 Net investment income(c)                                                   .10%       1.21%^ 
Portfolio turnover rate                                                     163%         69%  
Portfolio turnover rate (including securities sold short)                   147%        102%  
----------------------------------------------------------------------------------------------

See footnotes on page 85.                                                       

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                                                                            ADVISOR CLASS      
                                                                                      MAY 7,   
                                                                       YEAR ENDED   2014(a) TO 
                                                                       OCTOBER 31,  OCTOBER 31,
                                                                          2015         2014    
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 10.01      $ 10.00  
                                                                         -------      -------  
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                  .12          .10  
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                               (.17)        (.04) 
Contributions from Affiliates                                                .00(d)       -0-  
                                                                         -------      -------  
Net increase (decrease) in net asset value from operations                  (.05)         .06  
                                                                         -------      -------  
LESS: DIVIDENDS                                                                                
Dividends from net investment income                                        (.09)        (.05) 
                                                                         -------      -------  
Net asset value, end of period                                           $  9.87      $ 10.01  
                                                                         =======      =======  
TOTAL RETURN                                                                                   
Total investment return based on net asset value(e)*                        (.45)%        .70% 

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $20,967      $20,892  
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements(f)                                 4.67%        2.79%^
 Expenses, before waivers/reimbursements(f)                                 6.91%        5.37%^
 Net investment income(c)                                                   1.20%        2.01%^
Portfolio turnover rate                                                      163%          69% 
Portfolio turnover rate (including securities sold short)                    147%         102% 
-----------------------------------------------------------------------------------------------

(a)Commencement of operations.                                                  

(b)Based on average shares outstanding.                                         

(c)Net of fees and expenses waived/reimbursed by the Adviser.                   

(d)Amount is less than $.005.                                                   

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

* The net asset value and total return include adjustments in accordance with 
  accounting principles generally accepted in the United States of America for
 financial reporting purposes. As such, the net asset value and total return
for shareholder transactions may differ from financial statements.        

(f)The expense ratios presented below exclude expenses on securities sold short:

                                                        [Enlarge/Download Table]

                                                                                      MAY 7,   
                                                                        YEAR ENDED  2014(a) TO 
                                                                        OCTOBER 31, OCTOBER 31,
                                                                           2015        2014    
-----------------------------------------------------------------------------------------------
                                                                                               
CLASS A                                                                                        
   Net of waivers/reimbursements                                           1.35%       1.35%^  
   Before waivers/reimbursements                                           3.61%       2.08%^  
CLASS C                                                                                        
   Net of waivers/reimbursements                                           2.10%       2.10%^  
   Before waivers/reimbursements                                           4.40%       4.24%^  
ADVISOR CLASS                                                                                  
   Net of waivers/reimbursements                                           1.10%       1.10%^  
   Before waivers/reimbursements                                           3.34%       3.68%^  

^ Annualized.                                                                   

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AB UNCONSTRAINED BOND FUND                                                      
--------------------------------------------------------------------------------

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                                                                                 CLASS A                     
                                                                          YEAR ENDED OCTOBER 31,             
                                                                2015      2014     2013     2012      2011   
-------------------------------------------------------------------------------------------------------------
                                                                                                             
Net asset value, beginning of period                         $  8.67    $  8.68  $  9.09  $  8.33   $  8.50  
                                                             -------    -------  -------  -------   -------  
INCOME FROM INVESTMENT OPERATIONS                                                                            
Net investment income(a)(b)                                      .22        .16      .06      .11       .25  
Net realized and unrealized gain (loss) on investment and                                                    
 foreign currency transactions                                  (.18)      (.06)    (.02)     .76      (.13) 
Contributions from Affiliates                                    .00(c)   - 0 -    - 0 -    - 0 -     - 0 -  
                                                             -------    -------  -------  -------   -------  
Net increase in net asset value from operations                  .04        .10      .04      .87       .12  
                                                             -------    -------  -------  -------   -------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                            
Dividends from net investment income                            (.24)      (.11)    (.34)    (.11)     (.29) 
Tax return of capital                                          - 0 -      - 0 -     (.11)   - 0 -     - 0 -  
                                                             -------    -------  -------  -------   -------  
Total dividends and distributions                               (.24)      (.11)    (.45)    (.11)     (.29) 
                                                             -------    -------  -------  -------   -------  
Net asset value, end of period                               $  8.47    $  8.67  $  8.68  $  9.09   $  8.33  
                                                             =======    =======  =======  =======   =======  
TOTAL RETURN                                                                                                 
Total investment return based on net asset value(d)             0.49%      1.11%    0.46%   10.49%*    1.37%*

RATIOS/SUPPLEMENTAL DATA                                                                                     
Net assets, end of period (000's omitted)                    $50,031    $62,396  $73,922  $51,931   $38,970  
Ratio to average net assets of:                                                                              
 Expenses, net of waivers/reimbursements(e)                      .90%       .90%     .90%     .91%      .90% 
 Expenses, before waivers/reimbursements(e)                     1.06%      1.06%    1.19%    1.45%     1.44% 
 Net investment income(b)                                       2.51%      1.81%     .68%    1.31%     2.98% 
Portfolio turnover rate                                          149%       161%     301%     128%       78% 
-------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                    CLASS B                   
                                                                            YEAR ENDED OCTOBER 31,            
                                                                   2015     2014     2013      2012     2011  
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Net asset value, beginning of period                             $ 8.68    $ 8.68  $ 9.10    $ 8.34   $ 8.51  
                                                                 ------    ------  ------    ------   ------  
INCOME FROM INVESTMENT OPERATIONS                                                                             
Net investment income(a)(b)                                         .15       .10     .00(c)    .07      .17  
Net realized and unrealized gain (loss) on investment and                                                     
 foreign currency transactions                                     (.17)     (.05)   (.03)      .75     (.11) 
Contributions from Affiliates                                       .00(c)  - 0 -   - 0 -     - 0 -    - 0 -  
                                                                 ------    ------  ------    ------   ------  
Net increase (decrease) in net asset value from operations         (.02)      .05    (.03)      .82      .06  
                                                                 ------    ------  ------    ------   ------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                             
Dividends from net investment income                               (.18)     (.05)   (.26)     (.06)    (.23) 
Tax return of capital                                             - 0 -     - 0 -    (.13)    - 0 -    - 0 -  
                                                                 ------    ------  ------    ------   ------  
Total dividends and distributions                                  (.18)     (.05)   (.39)     (.06)    (.23) 
                                                                 ------    ------  ------    ------   ------  
Net asset value, end of period                                   $ 8.48    $ 8.68  $ 8.68    $ 9.10   $ 8.34  
                                                                 ======    ======  ======    ======   ======  
TOTAL RETURN                                                                                                  
Total investment return based on net asset value(d)               (0.23)%    0.52%  (0.30)%    9.85%*   0.66%*

RATIOS/SUPPLEMENTAL DATA                                                                                      
Net assets, end of period (000's omitted)                        $  442    $  828  $1,406    $1,774   $2,515  
Ratio to average net assets of:                                                                               
 Expenses, net of waivers/reimbursements(e)                        1.60%     1.60%   1.60%     1.61%    1.60% 
 Expenses, before waivers/reimbursements(e)                        1.76%     1.77%   1.93%     2.20%    2.21% 
 Net investment income(b)                                          1.71%     1.11%    .05%      .77%    2.06% 
Portfolio turnover rate                                             149%      161%    301%      128%      78% 
--------------------------------------------------------------------------------------------------------------

See footnotes on pages 89 through 90.                                           

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                                                                                  CLASS C                      
                                                                           YEAR ENDED OCTOBER 31,              
                                                                2015      2014      2013      2012      2011   
---------------------------------------------------------------------------------------------------------------
                                                                                                               
Net asset value, beginning of period                         $  8.67    $  8.68  $  9.10    $  8.33   $  8.50  
                                                             -------    -------  -------    -------   -------  
INCOME FROM INVESTMENT OPERATIONS                                                                              
Net investment income(a)(b)                                      .17        .10      .00(c)     .06       .19  
Net realized and unrealized gain (loss) on investment and                                                      
 foreign currency transactions                                  (.18)      (.06)    (.03)       .77      (.13) 
Contributions from Affiliates                                    .00(c)   - 0 -    - 0 -      - 0 -     - 0 -  
                                                             -------    -------  -------    -------   -------  
Net increase (decrease) in net asset value from operations      (.01)       .04     (.03)       .83       .06  
                                                             -------    -------  -------    -------   -------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                              
Dividends from net investment income                            (.19)      (.05)    (.29)      (.06)     (.23) 
Tax return of capital                                          - 0 -      - 0 -     (.10)     - 0 -     - 0 -  
                                                             -------    -------  -------    -------   -------  
Total dividends and distributions                               (.19)      (.05)    (.39)      (.06)     (.23) 
                                                             -------    -------  -------    -------   -------  
Net asset value, end of period                               $  8.47    $  8.67  $  8.68    $  9.10   $  8.33  
                                                             =======    =======  =======    =======   =======  
TOTAL RETURN                                                                                                   
Total investment return based on net asset value(d)            (0.19)%     0.42%   (0.31)%     9.99%*    0.66%*

RATIOS/SUPPLEMENTAL DATA                                                                                       
Net assets, end of period (000's omitted)                    $26,119    $20,681  $18,707    $13,128   $11,332  
Ratio to average net assets of:                                                                                
 Expenses, net of waivers/reimbursements(e)                     1.60%      1.60%    1.60%      1.61%     1.60% 
 Expenses, before waivers/reimbursements(e)                     1.77%      1.77%    1.89%      2.17%     2.15% 
 Net investment income(b)                                       1.95%      1.14%     .04%       .63%     2.27% 
Portfolio turnover rate                                          149%       161%     301%       128%       78% 
---------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                ADVISOR CLASS                   
                                                                           YEAR ENDED OCTOBER 31,               
                                                                2015       2014      2013      2012      2011   
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period                         $   8.66    $   8.67  $   9.09  $  8.33   $  8.49  
                                                             --------    --------  --------  -------   -------  
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(a)(b)                                       .25         .19       .08      .14       .32  
Net realized and unrealized gain (loss) on investment and                                                       
 foreign currency transactions                                   (.18)       (.07)     (.02)     .76      (.17) 
Contributions from Affiliates                                     .00(c)    - 0 -     - 0 -    - 0 -     - 0 -  
                                                             --------    --------  --------  -------   -------  
Net increase in net asset value from operations                   .07         .12       .06      .90       .15  
                                                             --------    --------  --------  -------   -------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                               
Dividends from net investment income                             (.27)       (.13)     (.40)    (.14)     (.31) 
Tax return of capital                                           - 0 -       - 0 -      (.08)   - 0 -     - 0 -  
                                                             --------    --------  --------  -------   -------  
Total dividends and distributions                                (.27)       (.13)     (.48)    (.14)     (.31) 
                                                             --------    --------  --------  -------   -------  
Net asset value, end of period                               $   8.46    $   8.66  $   8.67  $  9.09   $  8.33  
                                                             ========    ========  ========  =======   =======  
TOTAL RETURN                                                                                                    
Total investment return based on net asset value(d)              0.80%       1.42%     0.63%   10.86%*    1.79%*

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)                    $220,195    $248,510  $143,980  $28,989   $46,740  
Ratio to average net assets of:                                                                                 
 Expenses, net of waivers/reimbursements(e)                       .60%        .60%      .60%     .61%      .60% 
 Expenses, before waivers/reimbursements(e)                       .76%        .77%      .87%    1.15%     1.14% 
 Net investment income(b)                                        2.89%       2.14%      .96%    1.61%     3.81% 
Portfolio turnover rate                                           149%        161%      301%     128%       78% 
----------------------------------------------------------------------------------------------------------------

See footnotes on pages 89 through 90.                                           

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                                                                                         CLASS R                  
                                                                                 YEAR ENDED OCTOBER 31,           
                                                                         2015     2014    2013     2012     2011  
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                                   $ 8.65    $ 8.65  $ 9.07  $ 8.31   $ 8.47  
                                                                       ------    ------  ------  ------   ------  
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)(b)                                               .21       .14     .05     .10      .25  
Net realized and unrealized gain (loss) on investment and foreign                                                 
 currency transactions                                                   (.19)     (.06)   (.04)    .76     (.14) 
Contributions from Affiliates                                             .00(c)  - 0 -   - 0 -   - 0 -    - 0 -  
                                                                       ------    ------  ------  ------   ------  
Net increase in net asset value from operations                           .02       .08     .01     .86      .11  
                                                                       ------    ------  ------  ------   ------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                 
Dividends from net investment income                                     (.21)     (.08)   (.28)   (.10)    (.27) 
Tax return of capital                                                   - 0 -     - 0 -    (.15)  - 0 -    - 0 -  
                                                                       ------    ------  ------  ------   ------  
Total dividends and distributions                                        (.21)     (.08)   (.43)   (.10)    (.27) 
                                                                       ------    ------  ------  ------   ------  
Net asset value, end of period                                         $ 8.46    $ 8.65  $ 8.65  $ 9.07   $ 8.31  
                                                                       ======    ======  ======  ======   ======  
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(d)                      0.35%     0.98%   0.14%  10.37%*   1.29%*

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                              $1,126    $  801  $  911  $1,156   $  871  
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements(e)                              1.10%     1.10%   1.10%   1.11%    1.10% 
 Expenses, before waivers/reimbursements(e)                              1.46%     1.46%   1.59%   1.84%    1.84% 
 Net investment income(b)                                                2.48%     1.66%    .52%   1.09%    2.98% 
Portfolio turnover rate                                                   149%      161%    301%    128%      78% 
------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                         CLASS K                  
                                                                                 YEAR ENDED OCTOBER 31,           
                                                                         2015     2014    2013     2012     2011  
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                                   $ 8.68    $ 8.68  $ 9.10  $ 8.34   $ 8.50  
                                                                       ------    ------  ------  ------   ------  
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)(b)                                               .22       .16     .07     .15      .24  
Net realized and unrealized gain (loss) on investment and foreign                                                 
 currency transactions                                                   (.17)     (.05)   (.03)    .73     (.11) 
Contributions from Affiliates                                             .00(c)  - 0 -   - 0 -   - 0 -    - 0 -  
                                                                       ------    ------  ------  ------   ------  
Net increase in net asset value from operations                           .05       .11     .04     .88      .13  
                                                                       ------    ------  ------  ------   ------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                 
Dividends from net investment income                                     (.24)     (.11)   (.32)   (.12)    (.29) 
Tax return of capital                                                   - 0 -     - 0 -    (.14)  - 0 -    - 0 -  
                                                                       ------    ------  ------  ------   ------  
Total dividends and distributions                                        (.24)     (.11)   (.46)   (.12)    (.29) 
                                                                       ------    ------  ------  ------   ------  
Net asset value, end of period                                         $ 8.49    $ 8.68  $ 8.68  $ 9.10   $ 8.34  
                                                                       ======    ======  ======  ======   ======  
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(d)                      0.55%     1.24%   0.40%  10.58%*   1.54%*

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                              $  181    $  245  $   48  $   46   $  120  
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements(e)                               .85%      .85%    .85%    .86%     .85% 
 Expenses, before waivers/reimbursements(e)                              1.12%     1.14%   1.24%   1.48%    1.50% 
 Net investment income(b)                                                2.55%     1.87%    .75%   1.78%    2.78% 
Portfolio turnover rate                                                   149%      161%    301%    128%      78% 
------------------------------------------------------------------------------------------------------------------

See footnotes on pages 89 through 90.                                           

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                                                                                      CLASS I                   
                                                                              YEAR ENDED OCTOBER 31,            
                                                                      2015      2014    2013     2012     2011  
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period                               $  8.65    $  8.66  $ 9.08  $ 8.31   $ 8.48  
                                                                   -------    -------  ------  ------   ------  
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(a)(b)                                            .25        .18     .08     .14      .28  
Net realized and unrealized gain (loss) on investment and foreign                                               
 currency transactions                                                (.18)      (.06)   (.02)    .77     (.14) 
Contributions from Affiliates                                          .00(c)   - 0 -   - 0 -   - 0 -    - 0 -  
                                                                   -------    -------  ------  ------   ------  
Net increase in net asset value from operations                        .07        .12     .06     .91      .14  
                                                                   -------    -------  ------  ------   ------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                               
Dividends from net investment income                                  (.27)      (.13)   (.45)   (.14)    (.31) 
Tax return of capital                                                - 0 -      - 0 -    (.03)   - 0 -   - 0 -  
                                                                   -------    -------  ------  ------   ------  
Total dividends and distributions                                     (.27)      (.13)   (.48)   (.14)    (.31) 
                                                                   -------    -------  ------  ------   ------  
Net asset value, end of period                                     $  8.45    $  8.65  $ 8.66  $ 9.08   $ 8.31  
                                                                   =======    =======  ======  ======   ======  
TOTAL RETURN                                                                                                    
Total investment return based on net asset value^(d)                  0.78%      1.42%   0.67%  11.02%*   1.69%*

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)                          $44,242    $39,782  $8,036  $   10   $    9  
Ratio to average net assets of:                                                                                 
 Expenses, net of waivers/reimbursements(e)                            .60%       .60%    .60%    .61%     .60% 
 Expenses, before waivers/reimbursements(e)                            .78%       .74%    .80%   1.14%    1.17% 
 Net investment income(b)                                             2.93%      2.10%    .92%   1.65%    3.35% 
Portfolio turnover rate                                                149%       161%    301%    128%      78% 
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                                                                                       CLASS Z  
                                                                                                     NOVEMBER 4,
                                                                                                     2014(f) TO 
                                                                                                     OCTOBER 31,
                                                                                                        2015    
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period                                                                   $ 8.65   
                                                                                                       ------   
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(a)(b)                                                                               .31   
Net realized and unrealized loss on investment and foreign currency transactions                         (.24)  
Contributions from Affiliates                                                                             .00(c)
                                                                                                       ------   
Net increase in net asset value from operations                                                           .07   
                                                                                                       ------   
LESS: DIVIDENDS                                                                                                 
Dividends from net investment income                                                                     (.27)  
                                                                                                       ------   
Net asset value, end of period                                                                         $ 8.45   
                                                                                                       ======   
TOTAL RETURN                                                                                                    
Total investment return based on net asset value(d)                                                      0.85%  

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)                                                              $2,031   
Ratio to average net assets of:                                                                                 
 Expenses, net of waivers/reimbursements(e)(g)                                                            .60%  
 Expenses, before waivers/reimbursements(e)(g)                                                            .80%  
 Net investment income(b)(g)                                                                             3.68%  
Portfolio turnover rate                                                                                   149%  
----------------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.                                         

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

(c)Amount is less than $.005.                                                   

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

^ The net asset value and total return include adjustments in accordance with 
  accounting principles generally accepted in the United States of America for
 financial reporting purposes. As such, the net asset value and total return
for shareholder transactions may differ from financial statements.        

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(e)The expense ratios presented below exclude interest expense:                 

                                                        [Enlarge/Download Table]

                                                                           YEAR ENDED OCTOBER 31,    
                                                                        2015  2014  2013  2012  2011 
-----------------------------------------------------------------------------------------------------
                                                                                                     
CLASS A                                                                                              
   Net of waivers/reimbursements                                         .90%  .90%  .90%  .90%  .90%
   Before waivers/reimbursements                                        1.06% 1.06% 1.19% 1.44% 1.44%
CLASS B                                                                                              
   Net of waivers/reimbursements                                        1.60% 1.60% 1.60% 1.60% 1.60%
   Before waivers/reimbursements                                        1.76% 1.77% 1.93% 2.20% 2.21%
CLASS C                                                                                              
   Net of waivers/reimbursements                                        1.60% 1.60% 1.60% 1.60% 1.60%
   Before waivers/reimbursements                                        1.77% 1.77% 1.89% 2.16% 2.15%
ADVISOR CLASS                                                                                        
   Net of waivers/reimbursements                                         .60%  .60%  .60%  .60%  .60%
   Before waivers/reimbursements                                         .76%  .77%  .87% 1.14% 1.14%
CLASS R                                                                                              
   Net of waivers/reimbursements                                        1.10% 1.10% 1.10% 1.10% 1.10%
   Before waivers/reimbursements                                        1.46% 1.46% 1.59% 1.83% 1.84%
CLASS K                                                                                              
   Net of waivers/reimbursements                                         .85%  .85%  .85%  .85%  .85%
   Before waivers/reimbursements                                        1.12% 1.14% 1.24% 1.47% 1.50%
CLASS I                                                                                              
   Net of waivers/reimbursements                                         .60%  .60%  .60%  .60%  .60%
   Before waivers/reimbursements                                         .78%  .74%  .80% 1.13% 1.17%
-----------------------------------------------------------------------------------------------------

                                                                [Download Table]

                                    NOVEMBER 4,
                                    2014(f) TO 
                                    OCTOBER 31,
                                       2015    
-----------------------------------------------
                                               
CLASS Z                                        
   Net of waivers/reimbursements       .60%(g) 
   Before waivers/reimbursements       .80%(g) 

(f)Commencement of distribution.                                                

(g)Annualized.                                                                  

* Includes the impact of proceeds received and credited to the Fund resulting 
 from class action settlements, which enhanced the performance of each share
  class for the years ended October 31, 2012 and October 31, 2011 by 0.01% and
0.08%, respectively.                                                      

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AB HIGH INCOME FUND                                                             
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                              CLASS A                             
                                                                      YEAR ENDED OCTOBER 31,                      
                                                     2015        2014         2013         2012          2011     
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period             $     9.40   $     9.53  $     9.38   $     8.73   $     9.19    
                                                 ----------   ----------  ----------   ----------   ----------    
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)                                .51          .55         .60          .56          .64(b) 
Net realized and unrealized gain (loss) on                                                                        
 investment and foreign currency transactions          (.69)        (.03)        .20          .70         (.44)   
Contributions from Affiliates                         - 0 -        - 0 -       - 0 -        - 0 -          .00(c) 
                                                 ----------   ----------  ----------   ----------   ----------    
Net increase (decrease) in net asset value from                                                                   
 operations                                            (.18)         .52         .80         1.26          .20    
                                                 ----------   ----------  ----------   ----------   ----------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                 
Dividends from net investment income                   (.64)        (.60)       (.65)        (.61)        (.66)   
Distributions from net realized gain on                                                                           
 investment and foreign currency transactions          (.08)        (.05)      - 0 -        - 0 -        - 0 -    
                                                 ----------   ----------  ----------   ----------   ----------    
Total dividends and distributions                      (.72)        (.65)       (.65)        (.61)        (.66)   
                                                 ----------   ----------  ----------   ----------   ----------    
Net asset value, end of period                   $     8.50   $     9.40  $     9.53   $     9.38   $     8.73    
                                                 ==========   ==========  ==========   ==========   ==========    
TOTAL RETURN                                                                                                      
Total investment return based on net asset                                                                        
 value(d)                                             (1.98)%       5.62%       8.78%+      15.03%*       2.48%*  

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)        $2,059,111   $2,320,748  $2,587,763   $2,464,634   $1,686,591    
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements(e)             .90%         .89%        .90%         .91%         .95%   
 Expenses, before waivers/reimbursements(e)             .90%         .89%        .90%         .91%         .96%   
 Net investment income                                 5.77%        5.80%       6.25%        6.22%        7.05%(b)
Portfolio turnover rate                                  53%          38%         38%          42%          29%   
------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                       CLASS B                    
                                                                               YEAR ENDED OCTOBER 31,             
                                                                     2015    2014     2013      2012       2011   
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                               $ 9.49   $ 9.62  $  9.46   $  8.80   $  9.26   
                                                                   ------   ------  -------   -------   -------   
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(a)                                              .45      .48      .53       .50       .57   
Net realized and unrealized gain (loss) on investment and foreign                                                 
 currency transactions                                               (.71)    (.03)     .21       .71      (.43)  
Contributions from Affiliates                                       - 0 -    - 0 -    - 0 -     - 0 -       .00(c)
                                                                   ------   ------  -------   -------   -------   
Net increase (decrease) in net asset value from operations           (.26)     .45      .74      1.21       .14   
                                                                   ------   ------  -------   -------   -------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                 
Dividends from net investment income                                 (.58)    (.53)    (.58)     (.55)     (.60)  
Distributions from net realized gain on investment and foreign                                                    
 currency transactions                                               (.08)    (.05)   - 0 -     - 0 -     - 0 -   
                                                                   ------   ------  -------   -------   -------   
Total dividends and distributions                                    (.66)    (.58)    (.58)     (.55)     (.60)  
                                                                   ------   ------  -------   -------   -------   
Net asset value, end of period                                     $ 8.57   $ 9.49  $  9.62   $  9.46   $  8.80   
                                                                   ======   ======  =======   =======   =======   
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(d)                 (2.89)%   4.82%    8.06%+   14.26%*    1.75%* 

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                          $3,551   $7,526  $13,008   $19,591   $26,192   
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements(e)                          1.63%    1.60%    1.61%     1.64%     1.65%  
 Expenses, before waivers/reimbursements(e)                          1.63%    1.60%    1.61%     1.64%     1.69%  
 Net investment income                                               4.95%    5.05%    5.50%     5.51%     6.28%  
Portfolio turnover rate                                                53%      38%      38%       42%       29%  
------------------------------------------------------------------------------------------------------------------

See footnotes on pages 94 through 95.                                           

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                                                                                         CLASS C                            
                                                                                 YEAR ENDED OCTOBER 31,                     
                                                                 2015        2014         2013         2012         2011    
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
Net asset value, beginning of period                         $     9.51   $     9.64  $     9.48   $     8.83   $   9.29    
                                                             ----------   ----------  ----------   ----------   --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                           
Net investment income(a)                                            .45          .48         .53          .49        .57(b) 
Net realized and unrealized gain (loss) on investment and                                                                   
 foreign currency transactions                                     (.70)        (.03)        .21          .71       (.44)   
Contributions from Affiliates                                     - 0 -        - 0 -       - 0 -        - 0 -        .00(c) 
                                                             ----------   ----------  ----------   ----------   --------    
Net increase (decrease) in net asset value from operations         (.25)         .45         .74         1.20        .13    
                                                             ----------   ----------  ----------   ----------   --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                           
Dividends from net investment income                               (.58)        (.53)       (.58)        (.55)      (.59)   
Distributions from net realized gain on investment and                                                                      
 foreign currency transactions                                     (.08)        (.05)      - 0 -        - 0 -      - 0 -    
                                                             ----------   ----------  ----------   ----------   --------    
Total dividends and distributions                                  (.66)        (.58)       (.58)        (.55)      (.59)   
                                                             ----------   ----------  ----------   ----------   --------    
Net asset value, end of period                               $     8.60   $     9.51  $     9.64   $     9.48   $   8.83    
                                                             ==========   ==========  ==========   ==========   ========    
TOTAL RETURN                                                                                                                
Total investment return based on net asset value(d)               (2.74)%       4.82%       8.04%+      14.05%*     1.73%*  

RATIOS/SUPPLEMENTAL DATA                                                                                                    
Net assets, end of period (000's omitted)                    $1,283,192   $1,504,398  $1,379,727   $1,213,954   $760,234    
Ratio to average net assets of:                                                                                             
 Expenses, net of waivers/reimbursements(e)                        1.60%        1.58%       1.60%        1.61%      1.65%   
 Expenses, before waivers/reimbursements(e)                        1.60%        1.58%       1.60%        1.61%      1.66%   
 Net investment income                                             5.00%        5.03%       5.48%        5.42%      6.25%(b)
Portfolio turnover rate                                              53%          38%         38%          42%        29%   
----------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                      ADVISOR CLASS                         
                                                                                 YEAR ENDED OCTOBER 31,                     
                                                                 2015        2014         2013         2012         2011    
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
Net asset value, beginning of period                         $     9.42   $     9.55  $     9.39   $     8.74   $   9.20    
                                                             ----------   ----------  ----------   ----------   --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                           
Net investment income(a)                                            .54          .58         .62          .58        .66(b) 
Net realized and unrealized gain (loss) on investment and                                                                   
 foreign currency transactions                                     (.70)        (.03)        .22          .71       (.43)   
Contributions from Affiliates                                     - 0 -        - 0 -       - 0 -        - 0 -        .00(c) 
                                                             ----------   ----------  ----------   ----------   --------    
Net increase (decrease) in net asset value from operations         (.16)         .55         .84         1.29        .23    
                                                             ----------   ----------  ----------   ----------   --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                           
Dividends from net investment income                               (.67)        (.63)       (.68)        (.64)      (.69)   
Distributions from net realized gain on investment and                                                                      
 foreign currency transactions                                     (.08)        (.05)      - 0 -        - 0 -      - 0 -    
                                                             ----------   ----------  ----------   ----------   --------    
Total dividends and distributions                                  (.75)        (.68)       (.68)        (.64)      (.69)   
                                                             ----------   ----------  ----------   ----------   --------    
Net asset value, end of period                               $     8.51   $     9.42  $     9.55   $     9.39   $   8.74    
                                                             ==========   ==========  ==========   ==========   ========    
TOTAL RETURN                                                                                                                
Total investment return based on net asset value(d)               (1.78)%       5.93%       9.23%+      15.37%*     2.79%*  

RATIOS/SUPPLEMENTAL DATA                                                                                                    
Net assets, end of period (000's omitted)                    $2,362,066   $2,473,475  $1,754,585   $1,346,510   $662,874    
Ratio to average net assets of:                                                                                             
 Expenses, net of waivers/reimbursements(e)                         .60%         .58%        .61%         .60%       .65%   
 Expenses, before waivers/reimbursements(e)                         .60%         .58%        .61%         .60%       .66%   
 Net investment income                                             6.05%        6.06%       6.54%        6.46%      7.34%(b)
Portfolio turnover rate                                              53%          38%         38%          42%        29%   
----------------------------------------------------------------------------------------------------------------------------

See footnotes on pages 94 through 95.                                           

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                                                                                  CLASS R                     
                                                                          YEAR ENDED OCTOBER 31,              
                                                               2015      2014     2013      2012       2011   
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Net asset value, beginning of period                         $  9.40   $  9.53  $  9.38   $  8.73   $  9.19   
                                                             -------   -------  -------   -------   -------   
INCOME FROM INVESTMENT OPERATIONS                                                                             
Net investment income(a)                                         .48       .52      .56       .53       .62   
Net realized and unrealized gain (loss) on investment and                                                     
 foreign currency transactions                                  (.70)     (.03)     .21       .71      (.44)  
Contributions from Affiliates                                  - 0 -     - 0 -    - 0 -     - 0 -       .00(c)
                                                             -------   -------  -------   -------   -------   
Net increase (decrease) in net asset value from operations     (.22 )      .49      .77      1.24       .18   
                                                             -------   -------  -------   -------   -------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                             
Dividends from net investment income                            (.61)     (.57)    (.62)     (.59)     (.64)  
Distributions from net realized gain on investment and                                                        
 foreign currency transactions                                  (.08)     (.05)   - 0 -     - 0 -     - 0 -   
                                                             -------   -------  -------   -------   -------   
Total dividends and distributions                               (.69)     (.62)    (.62)     (.59)     (.64)  
                                                             -------   -------  -------   -------   -------   
Net asset value, end of period                               $  8.49   $  9.40  $  9.53   $  9.38   $  8.73   
                                                             =======   =======  =======   =======   =======   
TOTAL RETURN                                                                                                  
Total investment return based on net asset value(d)            (2.44)%    5.27%    8.42%+   14.66%*    2.29%* 

RATIOS/SUPPLEMENTAL DATA                                                                                      
Net assets, end of period (000's omitted)                    $76,876   $77,706  $65,429   $46,615   $20,935   
Ratio to average net assets of:                                                                               
 Expenses, net of waivers/reimbursements(e)                     1.27%     1.23%    1.25%     1.24%     1.15%  
 Expenses, before waivers/reimbursements(e)                     1.27%     1.23%    1.25%     1.26%     1.28%  
 Net investment income                                          5.41%     5.46%    5.92%     5.87%     6.87%  
Portfolio turnover rate                                           53%       38%      38%       42%       29%  
--------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                  CLASS K                     
                                                                          YEAR ENDED OCTOBER 31,              
                                                               2015      2014     2013       2012      2011   
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Net asset value, beginning of period                         $  9.41   $  9.54  $  9.38   $  8.73    $ 9.19   
                                                             -------   -------  -------   -------    ------   
INCOME FROM INVESTMENT OPERATIONS                                                                             
Net investment income(a)                                         .51       .55      .60       .55(b)    .64(b)
Net realized and unrealized gain (loss) on investment and                                                     
 foreign currency transactions                                  (.70)     (.03)     .22       .71      (.44)  
Contributions from Affiliates                                  - 0 -     - 0 -    - 0 -     - 0 -       .00(c)
                                                             -------   -------  -------   -------    ------   
Net increase (decrease) in net asset value from operations      (.19)      .52      .82      1.26       .20   
                                                             -------   -------  -------   -------    ------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                             
Dividends from net investment income                            (.64)     (.60)    (.66)     (.61)     (.66)  
Distributions from net realized gain on investment and                                                        
 foreign currency transactions                                  (.08      (.05)   - 0 -     - 0 -     - 0 -   
                                                             -------   -------  -------   -------    ------   
Total dividends and distributions                               (.72)     (.65)    (.66)     (.61)     (.66)  
                                                             -------   -------  -------   -------    ------   
Net asset value, end of period                               $  8.50   $  9.41  $  9.54   $  9.38    $ 8.73   
                                                             =======   =======  =======   =======    ======   
TOTAL RETURN                                                                                                  
Total investment return based on net asset value(d)            (2.12)%    5.63%    8.93%+   15.02%*    2.55%* 

RATIOS/SUPPLEMENTAL DATA                                                                                      
Net assets, end of period (000's omitted)                    $95,294   $83,634  $52,132   $19,161    $4,159   
Ratio to average net assets of:                                                                               
 Expenses, net of waivers/reimbursements(e)                      .94%      .88%     .89%      .91%      .90%  
 Expenses, before waivers/reimbursements(e)                      .94%      .88%     .89%      .93%     1.01%  
 Net investment income                                          5.74%     5.79%    6.28%     6.09%     7.13%  
Portfolio turnover rate                                           53%       38%      38%       42%       29%  
--------------------------------------------------------------------------------------------------------------

See footnotes on pages 94 through 95.                                           

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                                                                                             CLASS I                       
                                                                                      YEAR ENDED OCTOBER 31,               
                                                                          2015      2014       2013      2012       2011   
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Net asset value, beginning of period                                   $   9.42   $   9.55  $   9.39   $  8.74   $  9.20   
                                                                       --------   --------  --------   -------   -------   
INCOME FROM INVESTMENT OPERATIONS                                                                                          
Net investment income(a)                                                    .54        .58       .63       .59       .66   
Net realized and unrealized gain (loss) on investment and foreign                                                          
 currency transactions                                                     (.70)      (.03)      .22       .71      (.43)  
Contributions from Affiliates                                             - 0 -      - 0 -     - 0 -     - 0 -       .00(c)
                                                                       --------   --------  --------   -------   -------   
Net increase (decrease) in net asset value from operations                 (.16)       .55       .85      1.30       .23   
                                                                       --------   --------  --------   -------   -------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                          
Dividends from net investment income                                       (.67)      (.63)     (.69)     (.65)     (.69)  
Distributions from net realized gain on investment and foreign                                                             
 currency transactions                                                     (.08)      (.05)    - 0 -     - 0 -     - 0 -   
                                                                       --------   --------  --------   -------   -------   
Total dividends and distributions                                          (.75)      (.68)     (.69)     (.65)     (.69)  
                                                                       --------   --------  --------   -------   -------   
Net asset value, end of period                                         $   8.51   $   9.42  $   9.55   $  9.39   $  8.74   
                                                                       ========   ========  ========   =======   =======   
TOTAL RETURN                                                                                                               
Total investment return based on net asset value(d)                       (1.74)%     5.97%     9.30%+   15.42%*    2.81%* 

RATIOS/SUPPLEMENTAL DATA                                                                                                   
Net assets, end of period (000's omitted)                              $277,654   $114,598  $104,128   $66,608   $41,617   
Ratio to average net assets of:                                                                                            
 Expenses, net of waivers/reimbursements(e)                                 .54%       .54%      .53%      .56%      .63%  
 Expenses, before waivers/reimbursements(e)                                 .54%       .54%      .53%      .56%      .63%  
 Net investment income                                                     6.11%      6.08%     6.61%     6.55%     7.36%  
Portfolio turnover rate                                                      53%        38%       38%       42%       29%  
---------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                   CLASS Z                 
                                                                                              OCTOBER 15,  
                                                                                              2013(f) TO   
                                                                       YEAR ENDED OCTOBER 31, OCTOBER 31,  
                                                                         2015        2014        2013      
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Net asset value, beginning of period                                   $  9.42     $  9.55      $ 9.43     
                                                                        -------     -------     ------     
INCOME FROM INVESTMENT OPERATIONS                                                                          
Net investment income (loss)(a)                                            .55         .58        (.02)    
Net realized and unrealized gain (loss) on investment and foreign                                          
 currency transactions                                                    (.71)       (.03)        .17     
                                                                        -------     -------     ------     
Net increase (decrease) in net asset value from operations                (.16)        .55         .15     
                                                                        -------     -------     ------     
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                          
Dividends from net investment income                                      (.67)       (.63)       (.03)    
Distributions from net realized gain on investment and foreign                                             
 currency transactions                                                    (.08)       (.05)      - 0 -     
                                                                        -------     -------     ------     
Total dividends and distributions                                         (.75)       (.68)       (.03)    
                                                                        -------     -------     ------     
Net asset value, end of period                                         $  8.51     $  9.42      $ 9.55     
                                                                        =======     =======     ======     
TOTAL RETURN                                                                                               
Total investment return based on net asset value(d)                      (1.72)%      6.00%       1.59%    

RATIOS/SUPPLEMENTAL DATA                                                                                   
Net assets, end of period (000's omitted)                              $77,916     $47,059      $   10     
Ratio to average net assets of:                                                                            
 Expenses, net of waivers/reimbursements(e)                                .53%        .52%        .56%(g) 
 Expenses, before waivers/reimbursements(e)                                .53%        .52%        .56%(g) 
 Net investment income (loss)                                             6.15%       6.13%      (3.74)%(g)
Portfolio turnover rate                                                     53%         38%         38%    
-----------------------------------------------------------------------------------------------------------

(a)Based on average shares outstanding.                                         

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

(c)Amount less than $0.005.                                                     

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

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(e)The expense ratios presented below exclude interest expense and term         
  asset-backed securities loan facility administration fees, where applicable:

                                                        [Enlarge/Download Table]

                                                                           YEAR ENDED OCTOBER 31,    
                                                                        2015  2014  2013  2012  2011 
-----------------------------------------------------------------------------------------------------
                                                                                                     
CLASS A                                                                                              
   Net of waivers/reimbursements                                          88%  .88%  .90%  .90%  .95%
   Before waivers/reimbursements                                         .88%  .88%  .90%  .90%  .96%
CLASS B                                                                                              
   Net of waivers/reimbursements                                        1.61% 1.60% 1.61% 1.64% 1.65%
   Before waivers/reimbursements                                        1.61% 1.60% 1.61% 1.64% 1.69%
CLASS C                                                                                              
   Net of waivers/reimbursements                                        1.58% 1.58% 1.60% 1.60% 1.65%
   Before waivers/reimbursements                                        1.58% 1.58% 1.60% 1.60% 1.66%
ADVISOR CLASS                                                                                        
   Net of waivers/reimbursements                                          58%  .58%  .60%  .60%  .65%
   Before waivers/reimbursements                                         .58%  .58%  .60%  .60%  .66%
CLASS R                                                                                              
   Net of waivers/reimbursements                                        1.25% 1.23% 1.25% 1.24% 1.15%
   Before waivers/reimbursements                                        1.25% 1.23% 1.25% 1.26% 1.28%
CLASS K                                                                                              
   Net of waivers/reimbursements                                          92%  .88%  .89%  .91%  .90%
   Before waivers/reimbursements                                         .92%  .88%  .89%  .93% 1.01%
CLASS I                                                                                              
   Net of waivers/reimbursements                                          52%  .54%  .53%  .56%  .63%
   Before waivers/reimbursements                                         .52%  .54%  .53%  .56%  .63%
-----------------------------------------------------------------------------------------------------

                                                                [Download Table]

                                                           OCTOBER 15,
                                                           2013(f) TO 
                                    YEAR ENDED OCTOBER 31, OCTOBER 31,
                                    2015        2014          2013    
----------------------------------------------------------------------
                                                                      
CLASS Z                                                               
   Net of waivers/reimbursements     51%        .51%          .56%(g) 
   Before waivers/reimbursements    .51%        .51%          .56%(g) 

(f)Commencement of distribution.                                                

(g)Annualized.                                                                  

* Includes the impact of proceeds received, and credited to the Fund resulting
 from class action settlements, which enhanced the performance of each share
  class, for the years ended October 31, 2012 and October 31, 2011 by .06% and
.03%, respectively.                                                       

+ Includes the impact of proceeds received and credited to the Fund resulting 
from third party regulatory settlements, which enhanced the Fund's        
performance for the year ended October 31, 2013 by 0.01%.                 

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AB LIMITED DURATION HIGH INCOME PORTFOLIO                                       
--------------------------------------------------------------------------------

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                                                                                        CLASS A                 
                                                                                                    DECEMBER 7, 
                                                                                                    2011(a) TO  
                                                                        YEAR ENDED SEPTEMBER 30,   SEPTEMBER 30,
                                                                         2015      2014     2013       2012     
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period                                   $ 10.49   $ 10.60  $ 10.50     $10.00    
                                                                       -------   -------  -------     ------    
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(b)(c)                                                .39       .38      .43        .32    
Net realized and unrealized gain (loss) on investment and foreign                                               
 currency transactions                                                    (.39)     (.06)     .17+       .59    
                                                                       -------   -------  -------     ------    
Net increase in net asset value from operations                          - 0 -       .32      .60        .91    
                                                                       -------   -------  -------     ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                               
Dividends from net investment income                                      (.48)     (.41)    (.48)      (.41)   
Distributions from net realized gain on investment transactions          - 0 -      (.02)    (.02)     - 0 -    
Tax return of capital                                                     (.04)    - 0 -    - 0 -      - 0 -    
                                                                       -------   -------  -------     ------    
Total dividends and distributions                                         (.52)     (.43)    (.50)      (.41)   
                                                                       -------   -------  -------     ------    
Net asset value, end of period                                         $  9.97   $ 10.49  $ 10.60     $10.50    
                                                                       =======   =======  =======     ======    
TOTAL RETURN                                                                                                    
Total investment return based on net asset value(d)                       (.09)%    2.99%    5.76%      9.34%   

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)                              $32,515   $56,628  $44,288     $5,874    
Ratio to average net assets of:                                                                                 
 Expenses, net of waivers/reimbursements                                  1.05%     1.05%    1.05%      1.05%^  
 Expenses, before waivers/reimbursements                                  1.13%     1.13%    1.39%      1.88%^  
 Net investment income(c)                                                 3.77%     3.57%    4.24%      4.38%^  
Portfolio turnover rate                                                     40%       40%      60%        44%   
----------------------------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

----------------------------------------------------------------------------------------------------------------
                                                                                        CLASS C                 
                                                                                                    DECEMBER 7, 
                                                                                                    2011(a) TO  
                                                                        YEAR ENDED SEPTEMBER 30,   SEPTEMBER 30,
                                                                         2015      2014     2013       2012     
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period                                   $ 10.48   $ 10.59  $ 10.50     $10.00    
                                                                       -------   -------  -------     ------    
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(b)(c)                                                .32       .31      .38        .26    
Net realized and unrealized gain (loss) on investment and foreign                                               
 currency transactions                                                    (.40)     (.07)     .13+       .59    
                                                                       -------   -------  -------     ------    
Net increase (decrease) in net asset value from operations                (.08)      .24      .51        .85    
                                                                       -------   -------  -------     ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                               
Dividends from net investment income                                      (.40)     (.33)    (.40)      (.35)   
Distributions from net realized gain on investment transactions          - 0 -      (.02)    (.02)     - 0 -    
Tax return of capital                                                     (.04)    - 0 -    - 0 -      - 0 -    
                                                                       -------   -------  -------     ------    
Total dividends and distributions                                         (.44)     (.35)    (.42)      (.35)   
                                                                       -------   -------  -------     ------    
Net asset value, end of period                                         $  9.96   $ 10.48  $ 10.59     $10.50    
                                                                       =======   =======  =======     ======    
TOTAL RETURN                                                                                                    
Total investment return based on net asset value(d)                       (.79)%    2.27%    4.92%      8.68%   

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)                              $29,336   $32,323  $18,920     $3,927    
Ratio to average net assets of:                                                                                 
 Expenses, net of waivers/reimbursements                                  1.75%     1.75%    1.75%      1.75%^  
 Expenses, before waivers/reimbursements                                  1.84%     1.84%    2.10%      2.65%^  
 Net investment income(c)                                                 3.07%     2.87%    3.57%      3.74%^  
Portfolio turnover rate                                                     40%       40%      60%        44%   
----------------------------------------------------------------------------------------------------------------

See footnotes on page 97.                                                       

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                                                                                      ADVISOR CLASS               
                                                                                                      DECEMBER 7, 
                                                                                                      2011(a) TO  
                                                                         YEAR ENDED SEPTEMBER 30,    SEPTEMBER 30,
                                                                         2015      2014      2013        2012     
------------------------------------------------------------------------------------------------------------------
                                                                                                                  
Net asset value, beginning of period                                   $  10.48  $  10.59  $  10.49     $ 10.00   
                                                                       --------  --------  --------     -------   
INCOME FROM INVESTMENT OPERATIONS                                                                                 
Net investment income(b)(c)                                                 .42       .41       .47         .36   
Net realized and unrealized gain (loss) on investment and foreign                                                 
 currency transactions                                                     (.40)     (.06)      .16+        .57   
                                                                       --------  --------  --------     -------   
Net increase in net asset value from operations                             .02       .35       .63         .93   
                                                                       --------  --------  --------     -------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                 
Dividends from net investment income                                       (.50)     (.44)     (.51)       (.44)  
Distributions from net realized gain on investment transactions           - 0 -      (.02)     (.02)      - 0 -   
Tax return of capital                                                      (.05)    - 0 -     - 0 -       - 0 -   
                                                                       --------  --------  --------     -------   
Total dividends and distributions                                          (.55)     (.46)     (.53)       (.44)  
                                                                       --------  --------  --------     -------   
Net asset value, end of period                                         $   9.95  $  10.48  $  10.59     $ 10.49   
                                                                       ========  ========  ========     =======   
TOTAL RETURN                                                                                                      
Total investment return based on net asset value(d)                         .11%     3.30%     6.07%       9.54%  

RATIOS/SUPPLEMENTAL DATA                                                                                          
Net assets, end of period (000's omitted)                              $217,429  $296,386  $136,646     $26,055   
Ratio to average net assets of:                                                                                   
 Expenses, net of waivers/reimbursements                                    .75%      .75%      .75%        .75%^ 
 Expenses, before waivers/reimbursements                                    .84%      .84%     1.10%       1.93%^ 
 Net investment income(c)                                                  4.07%     3.86%     4.55%       4.62%^ 
Portfolio turnover rate                                                      40%       40%       60%         44%  
------------------------------------------------------------------------------------------------------------------

(a)Commencement of operations.                                                  

(b)Based on average shares outstanding.                                         

(c)Net of fees waived and expenses reimbursed by the Adviser.                   

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

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

^ Annualized.                                                                 

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AB HIGH YIELD PORTFOLIO                                                         
--------------------------------------------------------------------------------

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                                                                               CLASS A         
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .38         .10    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.59)       (.10)   
                                                                         ------      ------    
Net increase (decrease) in net asset value from operations                 (.21)        .00    
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.45)       (.09)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.46)       (.09)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (2.19)%      0.04%   

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $2,742      $   29    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                   1.05%       1.05%(e)
 Expenses, before waivers/reimbursements                                   6.57%      49.84%(e)
 Net investment income(c)                                                  4.11%       3.41%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                               CLASS C         
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .32         .07    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.61)       (.09)   
                                                                         ------      ------    
Net decrease in net asset value from operations                            (.29)       (.02)   
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.37)       (.07)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.38)       (.07)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (2.95)%     (0.18)%  

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $  119      $   10    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                   1.80%       1.80%(e)
 Expenses, before waivers/reimbursements                                   7.85%      56.89%(e)
 Net investment income(c)                                                  3.36%       2.28%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

See footnotes on page 101.                                                      

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                                                                            ADVISOR CLASS      
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .42         .10    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.61)       (.09)   
                                                                         ------      ------    
Net increase (decrease) in net asset value from operations                 (.19)        .01    
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.47)       (.10)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.48)       (.10)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (1.94)%      0.14%   

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $  251      $  137    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                    .80%        .80%(e)
 Expenses, before waivers/reimbursements                                   7.35%      33.51%(e)
 Net investment income(c)                                                  4.38%       3.26%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                               CLASS R         
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .37         .08    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.60)       (.08)   
                                                                         ------      ------    
Net increase (decrease) in net asset value from operations                 (.23)        .00    
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.43)       (.09)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.44)       (.09)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (2.42)%     (0.03)%  

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $    9      $   10    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                   1.30%       1.30%(e)
 Expenses, before waivers/reimbursements                                   4.39%       4.84%(e)
 Net investment income(c)                                                  3.90%       2.78%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

See footnotes on page 101.                                                      

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                                                                               CLASS K         
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .40         .09    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.61)       (.09)   
                                                                         ------      ------    
Net increase (decrease) in net asset value from operations                 (.21)        .00    
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.45)       (.09)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.46)       (.09)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (2.17)%      0.05%   

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $    9      $   10    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                   1.05%       1.05%(e)
 Expenses, before waivers/reimbursements                                   4.13%       4.56%(e)
 Net investment income(c)                                                  4.15%       3.03%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

-----------------------------------------------------------------------------------------------
                                                                               CLASS I         
                                                                                   JULY 15,    
                                                                      YEAR ENDED  2014(a) TO   
                                                                      OCTOBER 31, OCTOBER 31,  
                                                                         2015        2014      
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                    $  9.91     $ 10.00    
                                                                        -------     -------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .42         .10    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.61)       (.09)   
                                                                        -------     -------    
Net increase (decrease) in net asset value from operations                 (.19)        .01    
                                                                        -------     -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.47)       (.10)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                        -------     -------    
Total dividends and distributions                                          (.48)       (.10)   
                                                                        -------     -------    
Net asset value, end of period                                          $  9.24     $  9.91    
                                                                        =======     =======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (1.94)%      0.12%   

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                               $16,544     $19,757    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                    .80%        .80%(e)
 Expenses, before waivers/reimbursements                                   3.86%       4.27%(e)
 Net investment income(c)                                                  4.39%       3.29%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

See footnotes on page 101.                                                      

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                                                                               CLASS Z         
                                                                                    JULY 15,   
                                                                       YEAR ENDED  2014(a) TO  
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015        2014     
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 9.91      $10.00    
                                                                         ------      ------    
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .42         .10    
Net realized and unrealized loss on investment and foreign currency                            
 transactions                                                              (.61)       (.09)   
                                                                         ------      ------    
Net increase (decrease) in net asset value from operations                 (.19)        .01    
                                                                         ------      ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.47)       (.10)   
Distributions from net realized gain on investment and foreign                                 
 currency transactions                                                     (.01)      - 0 -    
                                                                         ------      ------    
Total dividends and distributions                                          (.48)       (.10)   
                                                                         ------      ------    
Net asset value, end of period                                           $ 9.24      $ 9.91    
                                                                         ======      ======    
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                       (1.93)%      0.12%   

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $    9      $   10    
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                    .80%        .80%(e)
 Expenses, before waivers/reimbursements                                   3.86%       4.30%(e)
 Net investment income(c)                                                  4.40%       3.28%(e)
Portfolio turnover rate                                                      56%          5%   
-----------------------------------------------------------------------------------------------

(a)Commencement of operations.                                                  

(b)Based on average shares outstanding.                                         

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

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

(e)Annualized.                                                                  

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TAX-AWARE FIXED INCOME PORTFOLIO                                                
--------------------------------------------------------------------------------

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                                                                               CLASS A         
                                                                                   DECEMBER 11,
                                                                       YEAR ENDED   2013(a) TO 
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015         2014    
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $10.51       $10.00   
                                                                         ------       ------   
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .18          .14   
Net realized and unrealized gain on investment transactions                 .09          .50   
                                                                         ------       ------   
Net increase in net asset value from operations                             .27          .64   
                                                                         ------       ------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.18)        (.13)  
Distributions from net realized gain on investment transactions            (.01)       - 0 -   
                                                                         ------       ------   
Total dividends and distributions                                          (.19)        (.13)  
                                                                         ------       ------   
Net asset value, end of period                                           $10.59       $10.51   
                                                                         ======       ======   
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                        2.64%        6.44%  

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $4,783       $1,954   
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                    .81%         .85%^ 
 Expenses, before waivers/reimbursements                                   2.19%        3.59%^ 
 Net investment income(c)                                                  1.75%        1.57%^ 
Portfolio turnover rate                                                      35%          42%  
-----------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                                                               CLASS C         
                                                                                   DECEMBER 11,
                                                                       YEAR ENDED   2013(a) TO 
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015         2014    
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $10.52       $10.00   
                                                                         ------       ------   
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                 .10          .07   
Net realized and unrealized gain on investment transactions                 .09          .52   
                                                                         ------       ------   
Net increase in net asset value from operations                             .19          .59   
                                                                         ------       ------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                       (.11)        (.07)  
Distributions from net realized gain on investment transactions            (.01)       - 0 -   
                                                                         ------       ------   
Total dividends and distributions                                          (.12)        (.07)  
                                                                         ------       ------   
Net asset value, end of period                                           $10.59       $10.52   
                                                                         ======       ======   
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                        1.78%        5.92%  

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $1,518       $  369   
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                   1.55%        1.55%^ 
 Expenses, before waivers/reimbursements                                   2.85%        4.33%^ 
 Net investment income(c)                                                   .99%         .82%^ 
Portfolio turnover rate                                                      35%          42%  
-----------------------------------------------------------------------------------------------

See footnotes on pages 103.                                                     

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                                                                            ADVISOR CLASS      
                                                                                   DECEMBER 11,
                                                                       YEAR ENDED   2013(a) TO 
                                                                       OCTOBER 31, OCTOBER 31, 
                                                                          2015         2014    
-----------------------------------------------------------------------------------------------
                                                                                               
Net asset value, beginning of period                                     $ 10.52     $ 10.00   
                                                                         -------     -------   
INCOME FROM INVESTMENT OPERATIONS                                                              
Net investment income(b)(c)                                                  .21         .16   
Net realized and unrealized gain on investment transactions                  .08         .52   
                                                                         -------     -------   
Net increase in net asset value from operations                              .29         .68   
                                                                         -------     -------   
LESS: DIVIDENDS AND DISTRIBUTIONS                                                              
Dividends from net investment income                                        (.21)       (.16)  
Distributions from net realized gain on investment transactions             (.01)      - 0 -   
                                                                         -------     -------   
Total dividends and distributions                                           (.22)       (.16)  
                                                                         -------     -------   
Net asset value, end of period                                           $ 10.59     $ 10.52   
                                                                         =======     =======   
TOTAL RETURN                                                                                   
Total investment return based on net asset value(d)                         2.81%       6.84%  

RATIOS/SUPPLEMENTAL DATA                                                                       
Net assets, end of period (000's omitted)                                $26,333     $14,584   
Ratio to average net assets of:                                                                
 Expenses, net of waivers/reimbursements                                     .55%        .55%^ 
 Expenses, before waivers/reimbursements                                    1.92%       3.82%^ 
 Net investment income(c)                                                   1.99%       1.76%^ 
Portfolio turnover rate                                                       35%         42%  
-----------------------------------------------------------------------------------------------

(a)Commencement of operations.                                                  

(b)Based on average shares outstanding.                                         

(c)Net of fees and expenses waived/reimbursed by the Adviser.                   

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

^ Annualized.                                                                 

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APPENDIX A                                                                      
--------------------------------------------------------------------------------

BOND RATINGS                                                                    
MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")                                     
Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry 
the smallest degree of investment risk and are generally referred to as "gilt   
edge". Interest payments are protected by a large or by an exceptionally stable 
margin and principal is secure. While the various protective elements are       
likely to change, such changes as can be visualized are most unlikely to impair 
the fundamentally strong position of such issues.                               

Aa--Bonds which are rated Aa are judged to be of high quality by all standards. 
Together with the Aaa group they comprise what are generally known as high      
grade bonds. They are rated lower than the best bonds because margins of        
protection may not be as large as in Aaa securities or fluctuation of           
protective elements may be of greater amplitude or there may be other elements  
present which make the long-term risks appear somewhat larger than the Aaa      
securities.                                                                     

A--Bonds which are rated A possess many favorable investment attributes and are 
to be considered as upper-medium-grade obligations. Factors giving security to  
principal and interest are considered adequate but elements may be present      
which suggest a susceptibility to impairment some time in the future.           

Baa--Bonds which are rated Baa are considered as medium-grade obligations,      
i.e., they are neither highly protected nor poorly secured. Interest payments   
and principal security appear adequate for the present but certain protective   
elements may be lacking or may be characteristically unreliable over any great  
length of time. Such bonds lack outstanding investment characteristics and in   
fact have speculative characteristics as well.                                  

Ba--Bonds which are rated Ba are judged to have speculative elements; their     
future cannot be considered as well-assured. Often the protection of interest   
and principal payments may be very moderate and thereby not well safeguarded    
during both good and bad times over the future. Uncertainty of position         
characterizes bonds in this class.                                              

B--Bonds which are rated B generally lack characteristics of the desirable      
investment. Assurance of interest and principal payments or of maintenance of   
other terms of the contract over any long period of time may be small.          

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in      
default or there may be present elements of danger with respect to principal or 
interest.                                                                       

Ca--Bonds which are rated Ca represent obligations which are speculative in a   
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds and issues so    
rated can be regarded as having extremely poor prospects of ever attaining any  
real investment standing.                                                       

Absence of Rating--When no rating has been assigned or where a rating has been  
suspended or withdrawn, it may be for reasons unrelated to the quality of the   
issue.                                                                          

Should no rating be assigned, the reason may be one of the following:           

1. An application for rating was not received or accepted;                      

2. The issue or issuer belongs to a group of securities or companies that are   
unrated as a matter of policy;                                            

3. There is a lack of essential data pertaining to the issue or issuer; or      

4. The issue was privately placed, in which case the rating is not published in 
Moody's publications.                                                     

Suspension or withdrawal may occur if new and material circumstances arise, the 
effects of which preclude satisfactory analysis; if there is no longer          
available reasonable up-to-date data to permit a judgment to be formed; if a    
bond is called for redemption; or for other reasons.                            

Note--Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating    
classification from Aa through Caa in its corporate bond rating system. The     
modifier 1 indicates that the security ranks in the higher end of its generic   
rating category; the modifier 2 indicates a mid-range ranking; and the modifier 
3 indicates that the issue ranks in the lower end of its generic rating         
category.                                                                       

STANDARD & POOR'S RATINGS SERVICES ("S&P")                                      
AAA--Debt rated AAA has the highest rating assigned by S&P. Capacity to pay     
interest and repay principal is extremely strong.                               

AA--Debt rated AA has a very strong capacity to pay interest and repay          
principal and differs from the highest rated issues only in small degree.       

A--Debt rated A has a strong capacity to pay interest and repay principal       
although it is somewhat more susceptible to the adverse effects of changes in   
circumstances and economic conditions than debt in higher rated categories.     

BBB--Debt rated BBB normally exhibits adequate protection parameters. However,  
adverse economic conditions or changing circumstances are more likely to lead   
to a weakened capacity to pay interest and repay principal for debt in this     
category than in higher rated categories.                                       

BB, B, CCC, CC, C--Debt rated BB, B, CCC, CC or C is regarded as having         
significant speculative characteristics. BB indicates the lowest degree of      
speculation and C the highest. While such debt will likely have some quality    
and protective characteristics, these are outweighed by large uncertainties or  
major exposures to adverse conditions.                                          

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt. 
However, it faces major ongoing uncertainties                                   

A-1                                                                             

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or exposure to adverse business, financial or economic conditions which could   
lead to an inadequate capacity to pay interest and repay principal.             

B--Debt rated B is more vulnerable to nonpayment than debt rated BB, but there  
is capacity to pay interest and repay principal. Adverse business, financial or 
economic conditions will likely impair the capacity or willingness to pay       
principal or repay interest.                                                    

CCC--Debt rated CCC is currently vulnerable to nonpayment, and is dependent     
upon favorable business, financial and economic conditions to pay interest and  
repay principal. In the event of adverse business, financial or economic        
conditions, there is not likely to be capacity to pay interest or repay         
principal.                                                                      

CC--Debt rated CC is currently highly vulnerable to nonpayment.                 

C--The C rating may be used to cover a situation where a bankruptcy petition    
has been filed or similar action has been taken, but payments are being         
continued.                                                                      

D--The D rating, unlike other ratings, is not prospective; rather, it is used   
only where a default has actually occurred.                                     

Plus (+) or Minus (-)--The ratings from AA to CCC may be modified by the        
addition of a plus or minus sign to show relative standing within the major     
rating categories.                                                              

NR--Not rated.                                                                  

FITCH RATINGS                                                                   
AAA--Bonds considered to be investment grade and of the highest credit quality. 
The obligor has an exceptionally strong ability to pay interest and repay       
principal, which is unlikely to be affected by reasonably foreseeable events.   

AA--Bonds considered to be investment grade and of very high credit quality.    
The obligor's ability to pay interest and repay principal is very strong,       
although not quite as strong as bonds rated AAA. Because bonds rated in the AAA 
and AA categories are not significantly vulnerable to foreseeable future        
developments, short-term debt of these issuers is generally rated F1+.          

A--Bonds considered to be investment grade and of high credit quality. The      
obligor's ability to pay interest and repay principal is considered to be       
strong, but may be more vulnerable to adverse changes in economic conditions    
and circumstances than bonds with higher ratings.                               

BBB--Bonds considered to be investment grade and of satisfactory credit         
quality. The obligor's ability to pay interest and repay principal is           
considered to be adequate. Adverse changes in economic conditions and           
circumstances, however, are more likely to have adverse impact on these bonds,  
and therefore impair timely payment. The likelihood that the ratings of these   
bonds will fall below investment grade is higher than for bonds with higher     
ratings.                                                                        

BB--Bonds are considered speculative. The obligor's ability to pay interest and 
repay principal may be affected over time by adverse economic changes. However, 
business and financial alternatives can be identified which could assist the    
obligor in satisfying its debt service requirements.                            

B--Bonds are considered highly speculative. While bonds in this class are       
currently meeting debt service requirements, the probability of continued       
timely payment of principal and interest reflects the obligor's limited margin  
of safety and the need for reasonable business and economic activity throughout 
the life of the issue.                                                          

CCC--Bonds have certain identifiable characteristics which, if not remedied,    
may lead to default. The ability to meet obligations requires an advantageous   
business and economic environment.                                              

CC--Bonds are minimally protected. Default in payment of interest and/or        
principal seems probable over time.                                             

C--Bonds are in imminent default in payment of interest or principal.           

DDD, DD, D--Bonds are in default on interest and/or principal payments. Such    
bonds are extremely speculative and should be valued on the basis of their      
ultimate recovery value in liquidation or reorganization of the obligor. DDD    
represents the highest potential for recovery on these bonds, and D represents  
the lowest potential for recovery.                                              

Plus (+) Minus (-)--Plus and minus signs are used with a rating symbol to       
indicate the relative position of a credit within the rating category. Plus and 
minus signs, however, are not used in the AAA category or in categories below   
CCC.                                                                            

NR--Indicates that Fitch does not rate the specific issue.                      

DOMINION BOND RATING SERVICE LIMITED ("DOMINION")                               
Each rating category is denoted by the subcategories "high" and "low". The      
absence of either a "high" or "low" designation indicates the rating is in the  
"middle" of the category. The AAA and D categories do not utilize "high",       
"middle", and "low" as differential grades.                                     

AAA--Long-term debt rated AAA is of the highest credit quality, with            
exceptionally strong protection for the timely repayment of principal and       
interest. Earnings are considered stable, the structure of the industry in      
which the entity operates is strong, and the outlook for future profitability   
is favorable. There are few qualifying factors present that would detract from  
the performance of the entity. The strength of liquidity and coverage ratios is 
unquestioned and the entity has established a credible track record of superior 
performance. Given the extremely high standard that Dominion has set for this   
category, few entities are able to achieve a AAA rating.                        

AA--Long-term debt rated AA is of superior credit quality, and protection of    
interest and principal is considered high. In many cases they differ from       
long-term debt rated AAA only to a small degree. Given the extremely            
restrictive definition Dominion has for the AAA category, entities rated AA are 
also considered to be strong credits, typically exemplifying above-average      
strength in key areas of consideration and unlikely to be significantly         
affected by reasonably foreseeable events.                                      

                                                                           A-2

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A--Long-term debt rated A is of satisfactory credit quality. Protection of      
interest and principal is still substantial, but the degree of strength is less 
than that of AA rated entities. While A is a respectable rating, entities in    
this category are considered to be more susceptible to adverse economic         
conditions and have greater cyclical tendencies than higher-rated securities.   

BBB--Long-term debt rated BBB is of adequate credit quality. Protection of      
interest and principal is considered acceptable, but the entity is fairly       
susceptible to adverse changes in financial and economic conditions, or there   
may be other adverse conditions present which reduce the strength of the entity 
and its rated securities.                                                       

BB--Long-term debt rated BB is defined to be speculative and non-investment     
grade, where the degree of protection afforded interest and principal is        
uncertain, particularly during periods of economic recession. Entities in the   
BB range typically have limited access to capital markets and additional        
liquidity support. In many cases, deficiencies in critical mass,                
diversification, and competitive strength are additional negative               
considerations.                                                                 

B--Long-term debt rated B is considered highly speculative and there is a       
reasonably high level of uncertainty as to the ability of the entity to pay     
interest and principal on a continuing basis in the future, especially in       
periods of economic recession or industry adversity.                            

CCC, CC and C--Long-term debt rated in any of these categories is very highly   
speculative and is in danger of default of interest and principal. The degree   
of adverse elements present is more severe than long-term debt rated B.         
Long-term debt rated below B often have features which, if not remedied, may    
lead to default. In practice, there is little difference between these three    
categories, with CC and C normally used for lower ranking debt of companies for 
which the senior debt is rated in the CCC to B range.                           

D--A security rated D implies the issuer has either not met a scheduled payment 
of interest or principal or that the issuer has made it clear that it will miss 
such a payment in the near future. In some cases, Dominion may not assign a D   
rating under a bankruptcy announcement scenario, as allowances for grace        
periods may exist in the underlying legal documentation. Once assigned, the D   
rating will continue as long as the missed payment continues to be in arrears,  
and until such time as the rating is suspended, discontinued, or reinstated by  
Dominion.                                                                       

A-3                                                                             

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APPENDIX B                                                                      
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION                                 
--------------------------------------------------------------------------------

A settlement agreement between the Adviser and the New York State Attorney      
General requires the Funds to include the following supplemental hypothetical   
investment information, which provides additional information calculated and    
presented in a manner different from expense information found under "Fees and  
Expenses of the Fund" in the Summary Information at the beginning of this       
Prospectus about the effect of a Fund's expenses, including investment advisory 
fees and other Fund costs, on each Fund's returns over a 10-year period. The    
chart shows the estimated expenses that would be charged on a hypothetical      
investment of $10,000 in Class A shares of each Fund assuming a 5% return each  
year, including an initial sales charge of 4.25%. Except as otherwise           
indicated, the chart also assumes that the current annual expense ratio stays   
the same throughout the 10-year period. The current annual expense ratio for    
each Fund is the same as stated under "Fees and Expenses of the Fund". If you   
wish to obtain hypothetical investment information for other classes of shares  
of each Fund, please refer to the "Hypothetical Fee and Expense Calculator" on  
www.ABglobal.com (click on "Menu--Americas--Individual Investors--US (US        
Citizens)", then "Investments--Calculators"). Your actual expenses may be       
higher or lower.                                                                

AB INTERMEDIATE BOND PORTFOLIO                                                  
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  510.46    $ 9,968.29 
2              9,968.29      498.41    10,466.70      107.81     10,358.89 
3             10,358.89      517.94    10,876.83      112.03     10,764.80 
4             10,764.80      538.24    11,303.04      116.42     11,186.62 
5             11,186.62      559.33    11,745.95      120.98     11,624.97 
6             11,624.97      581.25    12,206.22      125.72     12,080.50 
7             12,080.50      604.03    12,684.53      130.65     12,553.88 
8             12,553.88      627.69    13,181.57      135.77     13,045.80 
9             13,045.80      652.29    13,698.09      141.09     13,557.00 
10            13,557.00      677.85    14,234.85      146.62     14,088.23 
---------------------------------------------------------------------------
Cumulative                $5,735.78                $1,647.55               

AB GLOBAL BOND FUND                                                             
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS      EXPENSES    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  510.46    $ 9,968.29 
2              9,968.29      498.41    10,466.70       88.97     10,377.73 
3             10,377.73      518.89    10,896.62       92.62     10,804.00 
4             10,804.00      540.20    11,344.20       96.43     11,247.77 
5             11,247.77      562.39    11,810.16      100.39     11,709.77 
6             11,709.77      585.49    12,295.26      104.51     12,190.75 
7             12,190.75      609.54    12,800.29      108.80     12,691.49 
8             12,691.49      634.57    13,326.06      113.27     13,212.79 
9             13,212.79      660.64    13,873.43      117.92     13,755.51 
10            13,755.51      687.78    14,443.29      122.77     14,320.52 
---------------------------------------------------------------------------
Cumulative                $5,776.66                $1,456.14               

AB UNCONSTRAINED BOND FUND                                                      
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  515.48    $ 9,963.27 
2              9,963.27      498.16    10,461.43      105.66     10,355.77 
3             10,355.77      517.79    10,873.56      109.82     10,763.74 
4             10,763.74      538.19    11,301.93      114.15     11,187.78 
5             11,187.78      559.39    11,747.17      118.65     11,628.52 
6             11,628.52      581.43    12,209.95      123.32     12,086.63 
7             12,086.63      604.33    12,690.96      128.18     12,562.78 
8             12,562.78      628.14    13,190.92      133.23     13,057.69 
9             13,057.69      652.88    13,710.57      138.48     13,572.09 
10            13,572.09      678.60    14,250.69      143.93     14,106.76 
---------------------------------------------------------------------------
Cumulative                $5,737.66                $1,630.90               

                                                                           B-1

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AB CREDIT LONG/SHORT PORTFOLIO                                                  
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  929.70    $9,549.05  
2              9,549.05      477.45    10,026.50      729.93     9,296.57  
3              9,296.57      464.83     9,761.40      710.63     9,050.77  
4              9,050.77      452.54     9,503.31      691.84     8,811.47  
5              8,811.47      440.57     9,252.04     673..55     8,578.49  
6              8,578.49      428.92     9,007.41      655.74     8,351.67  
7              8,351.67      417.58     8,769.25      638.40     8,130.85  
8              8,130.85      406.54     8,537.39      621.52     7,915.87  
9              7,915.87      395.79     8,311.66      605 09     7,706.57  
10             7,706.57      385.33     8,091.90      589.09     7,502.81  
---------------------------------------------------------------------------
Cumulative                $4,348.30                $6,845.49               

AB HIGH INCOME FUND                                                             
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS      EXPENSES    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  510.46    $ 9,968.29 
2              9,968.29      498.41    10,466.70       88.97     10,377.73 
3             10,377.73      518.89    10,896.62       92.62     10,804.00 
4             10,804.00      540.20    11,344.20       96.43     11,247.77 
5             11,247.77      562.39    11,810.16      100.39     11,709.77 
6             11,709.77      585.49    12,295.26      104.51     12,190.75 
7             12,190.75      609.54    12,800.29      108.80     12,691.49 
8             12,691.49      634.57    13,326.06      113.27     13,212.79 
9             13,212.79      660.64    13,873.43      117.92     13,755.51 
10            13,755.51      687.78    14,443.29      122.77     14,320.52 
---------------------------------------------------------------------------
Cumulative                $5,776.66                $1,456.14               

AB LIMITED DURATION HIGH INCOME PORTFOLIO                                       
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  530.56    $ 9,948.19 
2              9,948.19      497.41    10,445.60      112.81     10,332.79 
3             10,332.79      516.64    10,849.43      117.17     10,732.26 
4             10,732.26      536.61    11,268.87      121.70     11,147.17 
5             11,147.17      557.36    11,704.53      126.41     11,578.12 
6             11,578.12      578.91    12,157.03      131.30     12,025.73 
7             12,025.73      601.29    12,627.02      136.37     12,490.65 
8             12,490.65      624.53    13,115.18      141.64     12,973.54 
9             12,973.54      648.68    13,622.22      147.12     13,475.10 
10            13,475.10      673.76    14,148.86      152.81     13,996.05 
---------------------------------------------------------------------------
Cumulative                $5,713.94                $1,717.89               

AB HIGH YIELD PORTFOLIO                                                         
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  478.75   $10,053.75   $  530.56    $9,948.19  
2              9,948.19      497.41    10,445.60      686.28     9,759.32  
3              9,759.32      487.97    10,247.29      673.25     9,574.04  
4              9,574.04      478.70    10,052.74      660.47     9,392.27  
5              9,392.27      469.61     9,861.88      647.93     9,213.95  
6              9,213.95      460.70     9,674.65      635.62     9,039.03  
7              9,039.03      451.95     9,490.98      623.56     8,867.42  
8              8,867.42      443.37     9,310.79      611.72     8,699.07  
9              8,699.07      434.95     9,134.02      600.11     8,533.91  
10             8,533.91      426.70     8,960.61      588.71     8,371.90  
---------------------------------------------------------------------------
Cumulative                $4,630.11                $6,258.21               

B-2                                                                             

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AB TAX-AWARE FIXED INCOME PORTFOLIO                                             
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT               HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER     HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES*    INVESTMENT 
---------------------------------------------------------------------------
                                                                           
1            $10,000.00   $  485.00   $10,185.00   $  381.48    $10,103.52 
2             10,103.52      505.18    10,608.70      231.27     10,377.43 
3             10,377.43      518.87    10,896.30      237.54     10,658.76 
4             10,658.76      532.94    11,191.70      243.98     10,947.72 
5             10,947.72      547.39    11,495.11      250.59     11,244.52 
6             11,244.52      562.23    11,806.75      257.39     11,549.36 
7             11,549.36      577.47    12,126.83      264.36     11,862.47 
8             11,862.47      593.12    12,455.59      271.53     12,184.06 
9             12,184.06      609.20    12,793.26      278.89     12,514.37 
10            12,514.37      625.72    13,140.09      286.45     12,853.64 
---------------------------------------------------------------------------
Cumulative                $5,557.12                $2,703.48               

*Expenses are net of any fee waiver or expense waiver for the first year.       
Thereafter, the expense ratio reflects the Fund's operating expenses as       
reflected under "Fees and Expenses of the Fund" before fee waiver in the      
Summary Information at the beginning of this Prospectus.                      

                                                                           B-3

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For more information about the Funds, the following documents are available     
upon request:                                                                   

..  ANNUAL/SEMI-ANNUAL REPORTS TO SHAREHOLDERS                                  
The Funds' annual and semi-annual reports to shareholders contain additional    
information on the Funds' investments. In the annual report, you will find a    
discussion of the market conditions and investment strategies that              
significantly affected a Fund's performance during its last fiscal year.        

..  STATEMENT OF ADDITIONAL INFORMATION (SAI)                                   
The Funds have an SAI, which contains more detailed information about the       
Funds, including their operations and investment policies. The Funds' SAI and   
the independent registered public accounting firm's reports and financial       
statements in each Fund's most recent annual report to shareholders are         
incorporated by reference into (and are legally part of) this Prospectus.       

You may request a free copy of the current annual/semi-annual report or the     
SAI, or make inquiries concerning the Funds, by contacting your broker or other 
financial intermediary, or by contacting the Adviser:                           

                                                                [Download Table]
                                                               
BY MAIL:          c/o AllianceBernstein Investor Services, Inc.
                  P.O. Box 786003                              
                  San Antonio, TX 78278-6003                   

BY PHONE:         For Information: (800) 221-5672              
                  For Literature: (800) 227-4618               

ON THE INTERNET:  www.ABglobal.com                             

Or you may view or obtain these documents from the SEC:                         

..  Call the SEC at 1-202-551-8090 for information on the operation of the      
Public Reference Room.                                                    

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

..  Copies of the information may be obtained, after paying a duplicating fee,  
 by electronic request at publicinfo@sec.gov, or by writing the SEC's Public
Reference Section, Washington, DC 20549-1520.                             

You also may find these documents and more information about the Adviser and    
the Funds on the Internet at: www.ABglobal.com.                                 

The [A/B] Logo is a service mark of AllianceBernstein and AllianceBernstein(R)  
is a registered trademark used by permission of the owner, AllianceBernstein    
L.P.                                                                            

                                                                [Download Table]

FUND                                       SEC FILE NO.
-------------------------------------------------------
                                                       
AB Intermediate Bond Portfolio              811-02383  
AB Global Bond Fund                         811-06554  
AB Unconstrained Bond Fund                  811-07391  
AB High Income Fund                         811-08188  
AB Limited Duration High Income Portfolio   811-02383  
AB Credit Long/Short Portfolio              811-02383  
AB High Yield Portfolio                     811-02383  
AB Tax-Aware Fixed Income Portfolio         811-02383  

                                                                 PRO-0115-0116

 [GRAPHIC]

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘497’ Filing		Date		First		Last			Other Filings
		1/31/17		5		38
		12/11/16		38
Filed on / Effective on:		2/3/16							497J
		1/29/16		2					24F-2NT/A,  485BPOS,  497K,  N-MFP
		12/31/15		8		70
		10/31/15		90		91			24F-2NT,  24F-2NT/A,  N-CSR,  N-CSRS,  N-MFP,  NSAR-A,  NSAR-B
		9/30/15		65		67			24F-2NT,  N-CSR,  N-MFP,  NSAR-B
		12/11/14		38
		11/4/14		90		91
		10/31/14		79					24F-2NT,  N-CSR,  N-CSRS,  N-MFP,  NSAR-A,  NSAR-B,  NSAR-B/A
		10/31/13		79		96			24F-2NT,  N-CSR,  N-CSRS,  N-MFP,  NSAR-A,  NSAR-B
		10/15/13		95		96			485BPOS,  497K
		9/30/13		84					24F-2NT,  N-CSR,  N-MFP,  NSAR-B
		10/31/12		79		96			24F-2NT,  N-CSR,  NSAR-B
		12/7/11		97		98			485BPOS,  497K
		10/31/11		91		96			24F-2NT,  N-CSR,  NSAR-B
		10/1/10		70					497
		1/31/09		55		59			N-Q
		6/30/01		69		70			24F-2NT,  N-30D,  NSAR-B
		9/30/97		69
		9/22/97		69		70
									List all Filings