AB Cap Fund, Inc.

 

 

(Shares Offered–Exchange Ticker Symbol)    

AB Growth Fund

(Class A–AGRFX; Class C–AGRCX; Class R–AGFRX; Class K–AGFKX; Class I–AGFIX; Advisor Class–AGRYX)

 

AB Large Cap Growth Fund

(Class A–APGAX; Class C–APGCX; Class R–ABPRX; Class K–ALCKX; Class I–ALLIX; Class Z–APGZX; Advisor Class–APGYX)

 

AB Concentrated Growth Fund

(Class A–WPASX; Class C–WPCSX; Advisor Class–WPSGX; Class R–WPRSX; Class K–WPSKX; Class I–WPSIX; Class Z–WPSZX)

 

AB Discovery Growth Fund

(Class A–CHCLX; Class C–CHCCX; Class R–CHCRX; Class K–CHCKX; Class I–CHCIX; Class Z–CHCZX; Advisor Class–CHCYX)  

 

AB Small Cap Growth Portfolio

(Class A–QUASX; Class C–QUACX; Class R–QUARX; Class K–QUAKX; Class I–QUAIX; Class Z–QUAZX; Advisor Class–QUAYX)

 

AB Select US Equity Portfolio

(Class A–AUUAX; Class C–AUUCX; Advisor Class–AUUYX; Class R-AUURX; Class K–AUUKX; Class I–AUUIX)

 

 

 

AB Select US Long/Short Portfolio

(Class A–ASLAX; Class C–ASCLX; Advisor Class–ASYLX; Class R–ASRLX; Class K–ASLKX; Class I–ASILX)

 

AB Sustainable Global Thematic Fund

(Class A–ALTFX; Class C–ATECX; Class R–ATERX; Class K–ATEKX; Class I–AGTIX; Advisor Class–ATEYX; Class Z–ATEZX)

 

AB Sustainable International Thematic Fund

(Class A–AWPAX; Class C–AWPCX; Class R–AWPRX; Class K–AWPKX; Class I–AWPIX; Advisor Class–AWPYX; Class Z–AWPZX)

 

AB Global Core Equity Portfolio

(Class A–GCEAX; Class C–GCECX; Advisor Class–GCEYX)

 

AB International Low Volatility Equity Portfolio

(Class A–ISARX; Class C–ISCRX; Advisor Class– ISRYX; Class Z–ISZRX)

 

AB Concentrated International Growth Portfolio

(Class A–CIAGX; Class C–CICGX; Advisor Class–CIGYX)

 

AB Sustainable US Thematic Portfolio

(Class A–SUTAX; Class C–SUTCX; Advisor Class–FFTYX; Class Z–SUTZX)

 

c/o AllianceBernstein Investor Services, Inc.

P.O. Box 786003, San Antonio, Texas 78278-6003

Toll Free: (800) 221-5672

For Literature: Toll Free (800) 227-4618

STATEMENT OF ADDITIONAL INFORMATION

November 1, 2023

 

 

 

 

This Statement of Additional Information (“SAI”) is not a prospectus, but supplements and should be read in conjunction with the current prospectus, dated November 1, 2023 that offers Class A, Class C, Class R, Class K, Class I and Advisor Class shares for the AB Growth Fund (“Growth Fund”) of The AB Portfolios, and offers Class A, Class C, Class R, Class K, Class I, Class Z and Advisor Class shares for the AB Sustainable Global Thematic Fund (“Sustainable Global Thematic”), the AB Sustainable International Thematic Fund (“Sustainable International Thematic”), the AB Concentrated Growth Fund (“Concentrated Growth”) of the AB Cap Fund, Inc. (“AB Cap Fund”), the AB Discovery Growth Fund (“Discovery Growth”), the AB Large Cap Growth Fund (“Large Cap Growth”) and the AB Small Cap Growth Portfolio (“Small Cap Growth”) of AB Cap Fund, and offers Class A, Class C, Class R, Class K, Class I and Advisor Class shares for the AB Select US Equity Portfolio (“Select US Equity”) and the AB Select US Long/Short Portfolio (“Select US Long/Short”) of AB Cap Fund, and offers Class A, Class C and Advisor Class shares for the AB Global Core Equity Portfolio (“Global Core Equity”) and AB Concentrated International Growth Portfolio (“Concentrated International Growth”) of AB Cap Fund, and offers Class A, Class C, Class Z and Advisor Class shares for the AB International Low Volatility Equity Portfolio (“International Low Volatility Equity”) and the AB Sustainable US Thematic Portfolio (“Sustainable US Thematic”) of AB Cap Fund (the “Prospectus”). Each of the funds listed above is hereinafter referred to as a Fund, and collectively the Funds.

Financial statements for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic for the year ended July 31, 2023 and financial statements for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Sustainable US Thematic and Concentrated International Growth for the year ended June 30, 2023 are included in each Fund’s annual report to shareholders and are incorporated into the SAI by reference. Copies of the Prospectus and each Fund’s annual report may be obtained by contacting AllianceBernstein Investor Services, Inc. (“ABIS”) at the address or the “For Literature” telephone number shown above or on the Internet at www.abfunds.com.

 

 

 

TABLE OF CONTENTS

 

Page

 

INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS 1
INVESTMENT RESTRICTIONS 40
MANAGEMENT OF THE FUNDS 42
EXPENSES OF THE FUNDS 96
PURCHASE OF SHARES 115
REDEMPTION AND REPURCHASE OF SHARES 141
SHAREHOLDER SERVICES 144
NET ASSET VALUE 146
DIVIDENDS, DISTRIBUTIONS AND TAXES 148
PORTFOLIO TRANSACTIONS 156
GENERAL INFORMATION 163
FINANCIAL STATEMENTS AND REPORT  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 212
APPENDIX A:  PROXY VOTING AND GOVERNANCE POLICY STATEMENT A-1

 

 

 

__________________

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

 

 

Table of Contents 

 

INFORMATION ABOUT THE FUNDS AND THEIR INVESTMENTS

 

Introduction to the Funds

Except as otherwise noted, the Funds’ investment objective and policies described below are not “fundamental policies” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”), and may, therefore, be changed by the Board of Directors or Board of Trustees of each Fund (each a “Board” and together, the “Boards”) without shareholder approval. However, no Fund will change its investment objective without at least 60 days’ prior written notice to shareholders. There is no guarantee that a Fund will achieve its investment objective. Whenever any investment policy or restriction states a percentage of a Fund’s assets that may be invested in any security or other asset, it is intended that such percentage limitation be determined immediately after and as a result of a Fund’s acquisition of such securities or other assets. Accordingly, except with respect to borrowing, any later increases or decreases in percentage beyond the specified limitations resulting from a change in values or net assets will not be considered a violation of this percentage limitation.

Effective as of January 1, 2022, Sustainable US Thematic changed its fiscal year end to June 30.

Additional Investment Policies and Practices

The following information about the Funds’ investment policies and practices supplements the information set forth in the Prospectus.

Common Stock

Common stock, also referred to as equity securities, represents an equity (ownership) interest in a company, and usually possesses voting rights and earns dividends. Dividends on common stock are not fixed but are declared at the discretion of the issuer. Common stock generally represents the riskiest investment in a company. In addition, common stock generally has the greatest appreciation and depreciation potential because increases and decreases in earnings are usually reflected in a company’s stock price.

The fundamental risk of investing in common stock is that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. While common stocks have historically provided greater long-term returns than preferred stocks, fixed-income and money market investments, common stocks have also experienced significantly more volatility in those returns.

Convertible Securities

Convertible securities include bonds, debentures, corporate notes and preferred stocks that are convertible at a stated exchange rate into shares of the underlying common stock.

1 

Table of Contents 

 

Prior to their conversion, convertible securities have the same general characteristics as non-convertible debt securities, which provide a stable stream of income with generally higher yields than those of equity securities of the same or similar issuers. As with debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. While convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar quality, they do enable the investors to benefit from any increases in the market price of the underlying common stock.

When the market price of the common stock underlying a convertible security increases, the price of the convertible security increasingly reflects the value of the underlying common stock and may rise accordingly. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not depreciate to the same extent as the underlying common stock. Convertible debt and preferred securities rank senior to common stock, and convertible debt securities rank senior to preferred stock, in an issuer’s capital structure. Convertible securities are consequently of higher quality and entail less risk than the issuer’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed-income security.

Debt Securities

Debt securities, also referred to as fixed-income securities, are used by issuers to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Some debt securities, such as zero coupon bonds, do not pay current interest, but are purchased at a discount from their face values and accrue interest at the applicable coupon rate over a specified time period. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall.

Lower rated debt securities, those rated Ba or below by Moody’s Investors Service, Inc. or BB or below by S&P Global Ratings, or the equivalent by any other nationally recognized statistical rating organization (“NRSRO”), or unrated but determined by AllianceBernstein, LP, the Funds’ adviser (“the Adviser”), to be of comparable quality (sometimes referred to as “junk bonds”), are described by the NRSROs as speculative and involve greater risk of default or price changes than higher rated debt securities due to changes in the issuer's creditworthiness or the fact that the issuer may already be in default. The market prices of these securities may fluctuate more than higher quality securities and may decline significantly in periods of general economic difficulty. It may be more difficult to sell or to determine the value of lower rated debt securities.

Certain additional risk factors related to debt securities are discussed below:

Sensitivity to interest rate and economic changes. Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. In addition, during an economic downturn or periods of rising interest rates, issuers that are highly leveraged may experience increased financial stress that could adversely affect their ability to

2 

Table of Contents 

 

meet projected business goals, obtain additional financing, and service their principal and interest payment obligations. Furthermore, periods of economic change and uncertainty can be expected to result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) related to the security or other assets or indices.

Payment expectations. Debt securities may contain redemption or call provisions. If an issuer exercises these provisions in a lower interest rate environment, the Fund would have to replace the security with a lower yielding security, resulting in decreased income to investors. If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the Fund may incur losses or expenses in seeking recovery of amounts owed to it.

Liquidity and valuation. There may be limited trading in the secondary market for particular debt securities, which may adversely affect the Fund’s ability to accurately value or sell such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. The Adviser attempts to reduce the risks described above through diversification of the Fund's portfolio, credit analysis of each issuer, and by monitoring broad economic trends as well as corporate and legislative developments, but there can be no assurance that it will be successful in doing so. Credit ratings of debt securities provided by NRSROs indicate a measure of the safety of principal and interest payments, not market value risk. The rating of an issuer is a NRSRO’s view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between corporate developments and the time a rating is assigned and updated.

NRSROs may assign modifiers (such as +/–) to ratings categories to signify the relative position of a credit within the rating category. Investment policies that are based on ratings categories should be read to include any security within that category, without considering the modifier.

Depositary Receipts

A Fund may invest in depositary receipts. American Depositary Receipts (“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. European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or 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 non-U.S. company. Transactions in these securities may not necessarily be settled in the same currency as transactions in the securities into which they represent. In addition, the issuers of the securities of unsponsored depositary receipts are not obligated to disclose material information in the United States. Generally, ADRs, in registered form, are designed for use in the U.S. securities markets; EDRs, in bearer form, are designed for use in European securities markets; and GDRs, in bearer form, are designed for use in two or more securities markets, such as Europe and Asia.

3 

Table of Contents 

 

Derivatives

A 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. These assets, rates, and indices may include bonds, stocks, mortgages, commodities, interest rates, currency exchange rates, bond indices and stock indices.

There are four principal types of derivatives–options, futures contracts, forwards and swaps. These principal types of derivative instruments, as well as the ways they may be used by a Fund are described below. Derivatives include listed and cleared transactions where the Fund’s derivative trade counterparty is an exchange or clearinghouse, and non-cleared bilateral “over-the-counter” (“OTC”) transactions that are privately negotiated and where the Fund’s derivative trade counterparty is a financial institution. Exchange-traded or cleared derivatives transactions tend to be subject to less counterparty credit risk than those that are bilateral and privately negotiated. The Funds may use derivatives to earn income and enhance returns, to hedge or adjust the risk profile of a portfolio and either to replace more traditional direct investments or to obtain exposure to otherwise inaccessible markets.

Forward Contracts. A forward contract, which may be standardized and exchange-traded or customized and privately negotiated, is an agreement for one party to buy, and the other party to sell, a specific quantity of an underlying security, currency, commodity or other asset for an agreed-upon price at a future date. A forward contract generally is settled by physical delivery of the security, commodity or other tangible asset underlying the forward contract to an agreed-upon location at a future date (rather than settled by cash) or is rolled forward into a new forward contract. Non-deliverable forwards (“NDFs”) specify a cash payment upon maturity.

Futures Contracts and Options on Futures Contracts. A futures contract is an 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. Futures contracts are standardized, exchange-traded instruments and are fungible (i.e., considered to be perfect substitutes for each other). This fungibility allows futures contracts to be readily offset or canceled through the acquisition of equal but opposite positions, which is the primary method by which futures contracts are liquidated. A cash-settled futures contract does not require physical delivery of the underlying asset but instead is settled for cash equal to the difference between the values of the contract on the date it is entered into and its maturity date.

Options. An option, which may be standardized and exchange-traded or customized and privately negotiated, 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”) or sell (a “put”) 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. Likewise, when an option is exercised the writer of the option is obligated to sell (in the case of a call option) or to purchase (in the case of a put option) the underlying asset (or settle for cash an

4 

Table of Contents 

 

amount based on an underlying asset, rate or index). Concentrated Growth will not invest in put or call options.

Swaps. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals (payment dates) based upon or calculated by reference to changes in specified prices or rates (e.g., interest rates in the case of interest rate swaps, currency exchange rates in the case of currency swaps) for a specified amount of an underlying asset (the “notional” principal amount). Most swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Funds receiving or paying, as the case may be, only the net amount of the two payments). Generally, the notional principal amount is used solely to calculate the payment streams but is not exchanged. Certain standardized swaps, including certain interest rate swaps and credit default swaps, are subject to mandatory central clearing and are required to be executed through a regulated swap execution facility. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Funds post initial and variation margin to support their obligations under cleared swaps by making payments to their clearing member FCMs. Central clearing is intended to reduce counterparty credit risks and increase liquidity, but central clearing does not make swap transactions risk free. The Securities and Exchange Commission (“SEC”) may adopt similar clearing and execution requirements in respect of certain security-based swaps under its jurisdiction. Privately negotiated swap agreements are two-party contracts entered into primarily by institutional investors and are not cleared through a third party, nor are these required to be executed on a regulated swap execution facility.

Risks of Derivatives and Other Regulatory Issues. Investment techniques employing such derivatives involve risks different from, and, in certain cases, greater than, the risks presented by more traditional investments. Following is a general discussion of important risk factors and issues concerning the use of derivatives.

--  Market Risk. This is the general risk attendant to all investments that the value of a particular investment will change in a way detrimental to a Fund’s interest.

--  Management Risk. Derivative products are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The use of a derivative requires an understanding not only of the underlying instrument but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds to a Fund’s investment portfolio, and the ability to forecast price, interest rate or currency exchange rate movements correctly.

--  Credit Risk. This is the risk that a loss may be sustained by a Fund as a result of the failure of another party to a derivative (usually referred to as a “counterparty”) to comply with the terms of the derivative contract. The credit

5 

Table of Contents 

 

risk for derivatives traded on an exchange or through a clearinghouse is generally less than for uncleared OTC derivatives, since the performance of the exchange or clearinghouse, which is the issuer or counterparty to each derivative, is supported by all the members of such exchange or clearinghouse. The performance of an exchange or clearinghouse is further supported by a daily payment system (i.e., margin requirements) operated by the exchange or clearinghouse in order to reduce overall credit risk. There is no similar intermediary support for uncleared OTC derivatives. Therefore, a Fund will effect transactions in uncleared OTC derivatives only with investment dealers and other financial institutions (such as commercial banks) deemed creditworthy by the Adviser, and the Adviser has adopted procedures for monitoring the creditworthiness of such entities.

--  Counterparty Risk. The value of an OTC derivative will depend on the ability and willingness of a Fund’s counterparty to perform its obligations under the transaction. If the counterparty defaults, a Fund will have contractual remedies but may choose not to enforce them to avoid the cost and unpredictability of legal proceedings. In addition, if a counterparty fails to meet its contractual obligations, a Fund could miss investment opportunities or otherwise be required to retain investments it would prefer to sell, resulting in losses for the Fund. Participants in OTC derivatives markets generally are not subject to the same level of credit evaluation and regulatory oversight as are exchanges or clearinghouses. As a result, OTC derivatives generally expose a Fund to greater counterparty risk than derivatives traded on an exchange or through a clearinghouse.

Recent regulations affecting derivatives transactions require certain standardized derivatives, including many types of swaps, to be subject to mandatory central clearing. Under these requirements, a central clearing organization is substituted as the counterparty to each side of the derivatives transaction. Each party to derivatives transactions is required to maintain its positions with a clearing organization through one or more clearing brokers. Central clearing is intended to reduce, but not eliminate, counterparty risk. A Fund is subject to the risk that its clearing member or clearing organization will itself be unable to perform its obligations. A Fund may also face the indirect risk of the failure of another clearing member customer to meet its obligations to the clearing member, causing a default by the clearing member on its obligations to the clearinghouse.

--  Illiquid Investments Risk. Illiquid investments risk exists when a particular instrument is difficult to purchase, sell or otherwise liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price.

--  Leverage Risk. Since many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, rate or index can result in a loss substantially greater than the amount invested in the derivative itself. In the case of swaps, the risk of loss generally is related to a notional principal amount,

6 

Table of Contents 

 

even if the parties have not made any initial investment. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment.

--  Regulatory Risk. Various U.S. Government entities, including the Commodity Futures Trading Commission (“CFTC”) and the SEC, are in the process of adopting and implementing additional regulations governing derivatives markets required by, among other things, the Dodd-Frank Act, including clearing as discussed above, margin, reporting and registration requirements. In addition, the SEC has adopted Rule 18f-4 under the 1940 Act, which governs the use of derivatives and certain other forms of leverage by registered investment companies. Rule 18f-4 requires certain funds, among other things, to adopt a comprehensive derivatives risk management program, appoint a derivatives risk manager and comply with a limit on fund leverage risk based on value-at-risk, or “VaR.” Funds that use derivatives in a limited amount are not subject to the full requirements of Rule 18f-4. In addition, Congress, various exchanges and regulatory and self-regulatory authorities have undertaken reviews of futures, options and swaps markets in light of market volatility. Among the actions that have been taken or proposed to be taken are new limits and reporting requirements for speculative positions, new or more stringent daily price fluctuation limits, and increased margin requirements for various types of futures. These regulations and actions may adversely affect a Fund’s ability to execute its investment strategy.

The CFTC has also issued rules requiring certain OTC derivatives transactions that fall within its jurisdiction to be executed through a regulated securities, futures or swap exchange or execution facility. Such requirements may make it more difficult or costly for a Fund to enter into highly tailored or customized transactions. They may also render certain strategies in which a Fund may otherwise engage impossible or so costly that they will not be economical to implement. If a Fund decides to become a direct member of one or more swap exchange or execution facilities, it will be subject to all of the rules of the exchange or execution facility.

European regulation of the derivatives market is also relevant to the extent a Fund engages in derivatives transactions with a counterparty that is subject to the European Market Infrastructure Regulation (“EMIR”). EMIR introduced uniform requirements in respect of OTC derivative contracts by requiring certain “eligible” OTC derivatives contracts to be submitted for clearing to regulated central clearing counterparties and by mandating the reporting of certain details of OTC derivatives contracts to trade repositories. In addition, EMIR imposes risk mitigation requirements, including requiring appropriate procedures and arrangements to measure, monitor and mitigate operational and counterparty credit risk in respect of OTC derivatives contracts which are not subject to mandatory clearing. These risk mitigation requirements include the exchange, and potentially the segregation, of collateral by the parties, including by a Fund. While many of the obligations under EMIR have come into force, a number of other requirements have not yet come into force or are subject to phase-in periods,

7 

Table of Contents 

 

and certain key issues have not been resolved. It is therefore not fully clear how the OTC derivatives market will ultimately adapt to the evolving European regulatory regime for OTC derivatives.

--  Other Risks. Other risks in using derivatives include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Many derivatives, in particular privately negotiated derivatives, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to a Fund. Derivatives do not always perfectly or even highly correlate with or track the value of the assets, rates or indices they are designed to closely track. Consequently, a Fund’s use of derivatives may not always be an effective means of, and sometimes could be counterproductive to, furthering the Fund’s investment objective.

Other. A Fund may purchase and sell derivative instruments only to the extent that such activities are consistent with the requirements of the Commodity Exchange Act (“CEA”) and the rules adopted by the CFTC thereunder. Under CFTC rules, a registered investment company that conducts more than a certain amount of trading in futures contracts, commodity options, certain swaps and other commodity interests is a commodity pool and its adviser must register as a commodity pool operator (“CPO”). Under such rules, registered investment companies that are commodity pools are subject to additional recordkeeping, reporting and disclosure requirements. The Adviser, with respect to the Funds has claimed an exclusion from the definition of CPO under CFTC Rule 4.5 under the CEA based on the extent of the Funds’ derivatives use and is not currently subject to these recordkeeping, reporting and disclosure requirements.

Use of Options, Futures Contracts, Forwards and Swaps by a Fund

— Forward Currency Exchange Contracts. A forward currency exchange contract is an obligation by one party to buy, and the other party to sell, a specific amount of a currency for an agreed-upon price at a future date. A forward currency exchange contract may result in the delivery of the underlying asset upon maturity of the contract in return for the agreed-upon payment. NDFs specify a cash payment upon maturity. NDFs are normally used when the market for physical settlement of the currency is underdeveloped, heavily regulated or highly taxed.

A Fund may, for example, enter into forward currency exchange contracts to attempt to minimize the risk to the Fund from adverse changes in the relationship between the U.S. Dollar and other currencies. A Fund may purchase or sell forward currency exchange contracts for hedging purposes similar to those described below in connection with its transactions in foreign currency futures contracts. A Fund may also purchase or sell forward currency exchange contracts for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

If a hedging transaction in forward currency exchange contracts is successful, the decline in the value of portfolio securities or the increase in the cost of securities to be acquired

8 

Table of Contents 

 

may be offset, at least in part, by profits on the forward currency exchange contract. Nevertheless, by entering into such forward currency exchange contracts, a Fund may be required to forgo all or a portion of the benefits which otherwise could have been obtained from favorable movements in exchange rates.

A Fund may use forward currency exchange contracts to seek to increase total return when the Adviser anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. For example, a Fund may enter into a foreign currency exchange contract to purchase a currency if the Adviser expects the currency to increase in value. The Fund would recognize a gain if the market value of the currency is more than the contract value of the currency at the time of settlement of the contract. Similarly, a Fund may enter into a foreign currency exchange contract to sell a currency if the Adviser expects the currency to decrease in value. The Fund would recognize a gain if the market value of the currency is less than the contract value of the currency at the time of settlement of the contract.

The cost of engaging in forward currency exchange contracts varies with such factors as the currencies involved, the length of the contract period and the market conditions then prevailing. Since transactions in foreign currencies are usually conducted on a principal basis; no fees or commissions are involved.

— Options on Securities. A Fund, except Concentrated Growth, may write and purchase call and put options on securities. In purchasing an option on securities, a Fund would be in a position to realize a gain if, during the option period, the price of the underlying securities increased (in the case of a call) or decreased (in the case of a put) by an amount in excess of the premium paid; otherwise the Fund would experience a loss not greater than the premium paid for the option. Thus, a Fund would realize a loss if the price of the underlying security declined or remained the same (in the case of a call) or increased or remained the same (in the case of a put) or otherwise did not increase (in the case of a put) or decrease (in the case of a call) by more than the amount of the premium. 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.

A Fund may write a put or call option in return for a premium, which is retained by the Fund whether or not the option is exercised. A Fund may write covered options or uncovered options. A call option written by a Fund is “covered” if the Fund owns the underlying security, has an absolute and immediate right to acquire that security upon conversion or exchange of another security it holds, or holds a call option on the underlying security with an exercise price equal to or less than the exercise price of the call option it has written. A put option written by a Fund is covered if the Fund holds a put option on the underlying securities with an exercise price equal to or greater than the exercise price of the put option it has written. Uncovered options or “naked options” are riskier than covered options. For example, if a Fund wrote a naked call option and the price of the underlying security increased, the Fund would have to purchase the underlying security for delivery to the call buyer and sustain a loss, which could be substantial, equal to the difference between the option price and the market price of the security.

9 

Table of Contents 

 

A Fund may also purchase call options to hedge against an increase in the price of securities that the Fund anticipates purchasing in the future. If such increase occurs, the call option will permit the Fund to purchase the securities at the exercise price, or to close out the options at a profit. The premium paid for the call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises sufficiently, the option may expire worthless to the Fund and the Fund will suffer a loss on the transaction to the extent of the premium paid.

A Fund may purchase put options to hedge against a decline in the value of portfolio securities. If such decline occurs, the put options will permit the Fund to sell the securities at the exercise price or to close out the options at a profit. By using put options in this way, the Fund will reduce any profit it might otherwise have realized on the underlying security by the amount of the premium paid for the put option and by transaction costs.

A Fund may also, as an example, write combinations of put and call options on the same security, known as “straddles”, with the same exercise and expiration date. By writing a straddle, the Fund undertakes a simultaneous obligation to sell and purchase the same security in the event that one of the options is exercised. If the price of the security subsequently rises above the exercise price, the call will likely be exercised and the Fund will be required to sell the underlying security at or below market price. This loss may be offset, however, in whole or in part, by the premiums received on the writing of the two options. Conversely, if the price of the security declines by a sufficient amount, the put will likely be exercised. The writing of straddles will likely be effective, therefore, only where the price of the security remains stable and neither the call nor the put is exercised. In those instances where one of the options is exercised, the loss on the purchase or sale of the underlying security may exceed the amount of the premiums received.

By writing a call option, a Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option. By writing a put option, a Fund assumes the risk that it may be required to purchase the underlying security for an exercise price above its then current market value, resulting in a capital loss unless the security subsequently appreciates in value. Where options are written for hedging purposes, such transactions constitute only a partial hedge against declines in the value of portfolio securities or against increases in the value of securities to be acquired, up to the amount of the premium.

A Fund may purchase or write options on securities of the types in which it is permitted to invest in privately-negotiated (i.e., OTC) transactions. Options purchased or written in negotiated transactions may be illiquid and it may not be possible for the Fund to effect a closing transaction at a time when the Adviser believes it would be advantageous to do so.

— 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.

10 

Table of Contents 

 

A Fund may write (sell) call and put options and purchase call and put options on securities indices. If a Fund purchases put options on securities indices to hedge its investments against a decline in the value of portfolio securities, it will seek to offset a decline in the value of securities it owns through appreciation of the put option. If the value of the Fund’s investments does not decline as anticipated, or if the value of the option does not increase, the Fund’s loss will be limited to the premium paid for the option. The success of this strategy will largely depend on the accuracy of the correlation between the changes in value of the index and the changes in value of the Fund’s security holdings.

A Fund may also write put or call options on securities indices to, among other things, earn income. If the value of the chosen index declines below the exercise price of the put option, the Fund has the risk of loss of the amount of the difference between the exercise price and the closing level of the chosen index, which it would be required to pay to the buyer of the put option and which may not be offset by the premium it received upon sale of the put option. Similarly, if the value of the index is higher than the exercise price of the call option, the Fund has the risk of loss of the amount of the difference between the exercise price and the closing level of the chosen index, which may not be offset by the premium it received upon sale of the call option. If the value of the securities index is significantly below or above the exercise price of the written option, the Fund could experience a substantial loss.

The purchase of call options on securities indices may be used by a Fund to attempt to reduce the risk of missing a broad market advance, or an advance in an industry or market segment, at a time when the Fund holds uninvested cash or short-term debt securities awaiting investment. When purchasing call options for this purpose, the Fund will also bear the risk of losing all or a portion of the premium paid if the value of the index does not rise. The purchase of call options on stock indices when a Fund is substantially fully invested is a form of leverage, up to the amount of the premium and related transaction costs, and involves risks of loss and of increased volatility similar to those involved in purchasing call options on securities the Fund owns.

— Other Option Strategies. In an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of its portfolio from a decline in value, sometimes within certain ranges, a Fund may use option strategies such as the concurrent purchase of a call or put option, including on individual securities, stock indexes, futures contracts (including on individual securities and stock indexes) or shares of exchange-traded funds (“ETFs”) at one strike price and the writing of a call or put option on the same individual security, stock index, futures contract or ETF at a higher strike price in the case of a call option or at a lower strike price in the case of a put option. The maximum profit from this strategy would result for the call options from an increase in the value of the individual security, stock index, futures contract or ETF above the higher strike price or for the put options the decline in the value of the individual security, stock index, futures contract or ETF below the lower strike price. If the price of the individual security, stock index, futures contract or ETF declines in the case of the call option or increases in the case of the put option, the Fund has the risk of losing the entire amount paid for the call or put options.

— Options on Foreign Currencies. A Fund may purchase and write options on foreign currencies for hedging and non-hedging purposes. For example, a decline in the dollar

11 

Table of Contents 

 

value of a foreign currency in which portfolio securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against such diminutions in the value of portfolio securities, the Fund may purchase put options on the foreign currency. If the value of the currency does decline, the Fund will have the right to sell such currency for a fixed amount in dollars and could thereby offset, in whole or in part, the adverse effect on its portfolio which otherwise would have resulted.

Conversely, where a rise in the dollar value of a currency in which securities to be acquired are denominated is projected, thereby increasing the cost of such securities, a Fund may purchase call options thereon. The purchase of such options could offset, at least partially, the effects of the adverse movements in exchange rates. As in the case of other types of options, however, the benefit to the Fund from purchases of foreign currency options will be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, the Fund could sustain losses on transactions in foreign currency options which would require it to forgo a portion or all of the benefits of advantageous changes in such rates.

A Fund may write options on foreign currencies for hedging purposes or in an effort to increase returns. For example, where a Fund anticipates a decline in the dollar value of non-U.S. Dollar-denominated securities due to adverse fluctuations in exchange rates it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option will most likely not be exercised, and the diminution in value of portfolio securities could be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an anticipated increase in the dollar cost of securities to be acquired, a Fund could write a put option on the relevant currency, which, if rates move in the manner projected, will expire unexercised and allow the Fund to hedge such increased cost up to the amount of the premium. As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the Fund will be required to purchase or sell the underlying currency at a loss which may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the Fund also may be required to forgo all or a portion of the benefits that might otherwise have been obtained from favorable movements in exchange rates.

In addition to using options for the hedging purposes described above, a Fund may also invest in options on foreign currencies for non-hedging purposes as a means of making direct investments in foreign currencies. A Fund may use options on currency to seek to increase total return when the Adviser anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. For example, the Fund may purchase call options in anticipation of an increase in the market value of a currency. A Fund would ordinarily realize a gain if, during the option period, the value of such currency exceeded the sum of the exercise price, the premium paid and transaction costs. Otherwise, the Fund would realize no gain or a loss on the purchase of the call option. Put options may be purchased by a Fund for the purpose of benefiting from a decline in the value of a currency that the Fund does not own. A Fund

12 

Table of Contents 

 

would normally realize a gain if, during the option period, the value of the underlying currency decreased below the exercise price sufficiently to more than cover the premium and transaction costs. Otherwise, the Fund would realize no gain or loss on the purchase of the put option. For additional information on the use of options on foreign currencies for non-hedging purposes, see “Currency Transactions” below.

-- Special Risks Associated with Options on Currencies. An exchange-traded options position may be closed out only on an options exchange that provides a secondary market for an option of the same series. Although a Fund will generally purchase or sell options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options, no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that the Fund would have to exercise its options in order to realize any profit and would incur transaction costs on the sale of the underlying currency.

— Futures Contracts and Options on Futures Contracts. Futures contracts that a Fund may buy and sell may include futures contracts on fixed-income or other securities, and contracts based on interest rates, foreign currencies or financial indices, including any index of U.S. Government securities. A Fund may, for example, purchase or sell futures contracts and options thereon to hedge against changes in interest rates, securities (through index futures or options) or currencies.

Interest rate futures contracts are purchased or sold for hedging purposes to attempt to protect against the effects of interest rate changes on a Fund’s current or intended investments in fixed-income securities. For example, if a Fund owned long-term bonds and interest rates were expected to increase, that Fund might sell interest rate futures contracts. Such a sale would have much the same effect as selling some of the long-term bonds in that Fund’s portfolio. However, since the futures market is generally more liquid than the cash market, the use of interest rate futures contracts as a hedging technique allows a Fund to hedge its interest rate risk without having to sell its portfolio securities. If interest rates were to increase, the value of the debt securities in the portfolio would decline, but the value of that Fund’s interest rate futures contracts would be expected to increase at approximately the same rate, thereby keeping the net asset value (the “NAV”) of that Fund from declining as much as it otherwise would have. On the other hand, if interest rates were expected to decline, interest rate futures contracts could be purchased to hedge in anticipation of subsequent purchases of long-term bonds at higher prices. Because the fluctuations in the value of the interest rate futures contracts should be similar to those of long-term bonds, a Fund could protect itself against the effects of the anticipated rise in the value of long-term bonds without actually buying them until the necessary cash becomes available or the market has stabilized. At that time, the interest rate futures contracts could be liquidated and that Fund’s cash reserves could then be used to buy long-term bonds on the cash market.

A Fund may purchase and sell foreign currency futures contracts for hedging or risk management purposes in order to protect against fluctuations in currency exchange rates. Such fluctuations could reduce the dollar value of portfolio securities denominated in foreign currencies, or increase the cost of non-U.S. Dollar-denominated securities to be acquired, even if

13 

Table of Contents 

 

the value of such securities in the currencies in which they are denominated remains constant. A Fund may sell futures contracts on a foreign currency, for example, when it holds securities denominated in such currency and it anticipates a decline in the value of such currency relative to the dollar. If such a decline were to occur, the resulting adverse effect on the value of non-U.S. Dollar-denominated securities may be offset, in whole or in part, by gains on the futures contracts. However, if the value of the foreign currency increases relative to the dollar, a Fund’s loss on the foreign currency futures contract may or may not be offset by an increase in the value of the securities because a decline in the price of the security stated in terms of the foreign currency may be greater than the increase in value as a result of the change in exchange rates.

Conversely, a Fund could protect against a rise in the dollar cost of non-U.S. Dollar-denominated securities to be acquired by purchasing futures contracts on the relevant currency, which could offset, in whole or in part, the increased cost of such securities resulting from a rise in the dollar value of the underlying currencies. When a Fund purchases futures contracts under such circumstances, however, and the price in dollars of securities to be acquired instead declines as a result of appreciation of the dollar, the Fund will sustain losses on its futures position which could reduce or eliminate the benefits of the reduced cost of portfolio securities to be acquired.

A Fund may also engage in currency “cross hedging” when, in the opinion of the Adviser, the historical relationship among foreign currencies suggests that a Fund may achieve protection against fluctuations in currency exchange rates similar to that described above at a reduced cost through the use of a futures contract relating to a currency other than the U.S. Dollar or the currency in which the foreign security is denominated. Such “cross hedging” is subject to the same risks as those described above with respect to an unanticipated increase or decline in the value of the subject currency relative to the U.S. Dollar.

A Fund may also use foreign currency futures contracts and options on such contracts for non-hedging purposes. Similar to options on currencies described above, a Fund may use foreign currency futures contracts and options on such contracts to seek to increase total return when the Adviser anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. The risks associated with foreign currency futures contracts and options on futures contracts are similar to those associated with options on foreign currencies, as described above. For additional information on the use of options on foreign currencies for non-hedging purposes, see “Currency Transactions” below.

Purchases or sales of stock or bond index futures contracts may be for investment purposes. They may also be used for hedging or risk management purposes to attempt to protect a Fund’s current or intended investments from broad fluctuations in stock or bond prices. For example, a Fund may sell stock or bond index futures contracts in anticipation of or during a market decline to attempt to offset the decrease in market value of the Fund’s portfolio securities that might otherwise result. If such decline occurs, the loss in value of portfolio securities may be offset, in whole or in part, by gains on the futures position. When a Fund is not fully invested in the securities market and anticipates a significant market advance, it may purchase stock or bond index futures contracts in order to gain rapid market exposure that may, in whole or in part,

14 

Table of Contents 

 

offset increases in the cost of securities that the Fund intends to purchase. As such purchases are made, the corresponding positions in stock or bond index futures contracts may be closed out.

Options on futures contracts are options that call for the delivery of futures contracts upon exercise. Options on futures contracts written or purchased by a Fund will be traded on U.S. exchanges.

The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the securities in a Fund’s portfolio. If the futures price at expiration of the option is below the exercise price, a Fund will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the Fund’s portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against increasing prices of the securities or other instruments required to be delivered under the terms of the futures contract. If the futures price at expiration of the put option is higher than the exercise price, a Fund will retain the full amount of the option premium, which provides a partial hedge against any increase in the price of securities which the Fund intends to purchase. If a put or call option a Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it receives. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of its options on futures positions, a Fund’s losses from exercised options on futures may to some extent be reduced or increased by changes in the value of portfolio securities.

A Fund may purchase options on futures contracts for hedging purposes instead of purchasing or selling the underlying futures contracts. For example, where a decrease in the value of portfolio securities is anticipated as a result of a projected market-wide decline or changes in interest or exchange rates, a Fund could, in lieu of selling futures contracts, purchase put options thereon. In the event that such a decrease were to occur, it may be offset, in whole or in part, by a profit on the option. If the anticipated market decline were not to occur, the Fund will suffer a loss equal to the price of the put. Where it is projected that the value of securities to be acquired by a Fund will increase prior to acquisition due to a market advance or changes in interest or exchange rates, a Fund could purchase call options on futures contracts, rather than purchasing the underlying futures contracts. If the market advances, the increased cost of securities to be purchased may be offset by a profit on the call. However, if the market declines, the Fund will suffer a loss equal to the price of the call, but the securities that the Fund intends to purchase may be less expensive.

— 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. As 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, the Fund, as seller, typically must pay the contingent payment to the buyer. The contingent payment will be either (i) the “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 face amount and the current market value of the

15 

Table of Contents 

 

obligation. As a buyer, if a credit event occurs, the Fund would be the receiver of such contingent payments, either delivering the reference obligation in exchange for the full notional (face) value of a reference obligation that may have little or no value, or receiving a payment equal to the difference between the face amount and the current market value of the obligation.

The value of the reference obligation received by the Fund as a seller if a credit event occurs, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Fund.

If the 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 and credit risk, and may be illiquid.

— Currency Swaps. A Fund may enter into currency swaps for hedging purposes in an attempt to protect against adverse changes in exchange rates between the U.S. Dollar and other currencies or for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”. Currency swaps involve the exchange by the Fund with another party of a series of payments in specified currencies. Currency swaps may involve the exchange of actual principal amounts of currencies by the counterparties at the initiation and again upon termination of the transaction. 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 positions. The Funds will not enter into any currency swap unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty thereto is rated in the highest short-term rating category of at least one NRSRO at the time of entering into the transaction.

— Swaps: Interest Rate Transactions. A Fund may enter into interest rate swap, swaption and cap or floor transactions, which may include preserving a return or spread on a particular investment or portion of its portfolio or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Unless there is a counterparty default, the risk of loss to a Fund from interest rate 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 transaction defaults, the Fund’s risk of loss consists of the net amount of interest payments that the Fund is contractually entitled to receive.

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) computed based on a contractually-based principal (or “notional”) amount.

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

16 

Table of Contents 

 

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.

Interest rate caps and floors are similar to options in that the purchase of an interest rate cap or floor entitles the purchaser, to the extent that a specified index exceeds (in the case of a cap) or falls below (in the case of a floor) a predetermined interest rate, to receive payments of interest on a notional amount from the party selling the interest rate cap or floor. It may be more difficult for a Fund to trade or close out interest rate caps and floors in comparison to other types of swaps.

These transactions do not involve the delivery of securities or other underlying assets or principal. A Fund will enter into bilateral swap agreements, including interest rate swap, swaptions, cap or floor transactions but excluding currency swaps, which are subject to separate counterparty requirements as addressed above, only with counterparties who have credit ratings of at least A- (or the equivalent) from any one NRSRO or counterparties with guarantors with debt securities having such a rating. For cleared swaps, the Adviser will monitor the creditworthiness of each of the central clearing counterparty, clearing broker and executing broker but there will be no prescribed NRSRO rating requirements for these entities.

— Total Return Swaps. A Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market-linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment or make a payment to the counterparty. Total return swaps may reflect a leveraged investment and incorporate borrowing costs which are borne by the Fund. There is no guarantee that the Fund’s investment via total return swap will deliver returns in excess of the embedded borrowing costs and, accordingly, the Fund’s performance may be less than would be achieved by a direct investment in the underlying referenced asset.

— Variance and Correlation Swaps. A Fund may enter into variance or correlation swaps to hedge market risk or adjust exposure to the securities 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 securities within a given 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 index. If two assets are said to be closely correlated, it means that their daily returns vary in similar proportions or along similar trajectories.

17 

Table of Contents 

 

-- Special Risks Associated with Swaps. Risks may arise as a result of the failure of the counterparty to a bilateral swap contract to comply with the terms of the swap contract. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by a Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of the counterparty to a bilateral swap contract. The risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

Additionally, swaps can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a swap position permit a high degree of leverage. As a result, depending on the type of swap, a relatively small movement in the price of the underlying reference asset or in the market value of the contract may result in a profit or loss which is high in proportion to the amount of funds deposited as initial margin and may result in unquantifiable further loss exceeding any margin deposited. Such risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the changes in value on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Swaps entered into in the OTC market are more likely to be illiquid than exchange-traded instruments as there is no exchange market on which to close out an open OTC swap position. It may therefore be impossible to liquidate an existing position (or to do so at an advantageous price), to assess the value of a position, or to assess the exposure to risk associated with the position.

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

Other types of synthetic foreign equity securities in which a Fund may invest include covered warrants and low exercise price warrants. Covered warrants entitle the holder to

18 

Table of Contents 

 

purchase from the issuer, typically a financial institution, upon exercise, common stock of an international company or receive a cash payment (generally in U.S. Dollars). The issuer of the covered warrant usually owns the underlying security or has a mechanism, such as owning equity warrants on the underlying securities, through which they can obtain the securities. The cash payment is calculated according to a predetermined formula, which is generally based on the difference between the value of the underlying security on the date of exercise and the strike price. Low exercise price warrants are warrants with an exercise price that is very low relative to the market price of the underlying instrument at the time of issue (e.g., one cent or less). The buyer of a low exercise price warrant effectively pays the full value of the underlying common stock at the outset. In the case of any exercise of warrants, there may be a time delay between the time a holder of warrants gives instructions to exercise and the time the price of the common stock relating to exercise or the settlement date is determined, during which time the price of the underlying security could change significantly. In addition, the exercise or settlement date of the warrants may be affected by certain market disruption events, such as difficulties relating to the exchange of a local currency into U.S. Dollars, the imposition of capital controls by a local jurisdiction or changes in the laws relating to foreign investments. These events could lead to a change in the exercise date or settlement currency of the warrants, or postponement of the settlement date. In some cases, if the market disruption events continue for a certain period of time, the warrants may become worthless resulting in a total loss of the purchase price of the warrants.

A Fund’s investments in synthetic foreign equity securities will only be those issued by entities deemed to be creditworthy by the Adviser, which will monitor the creditworthiness of the issuers on an ongoing basis. Investments in these instruments involve the risk that the issuer of the instrument may default on its obligation to deliver the underlying security or cash in lieu thereof. These instruments may also be subject to illiquid investments risk because there may be a limited secondary market for trading the warrants. They are also subject, like other investments in foreign securities, to foreign risk and currency risk.

International warrants also include equity warrants, index warrants, and interest rate warrants. Equity warrants are generally issued in conjunction with an issue of bonds or shares, although they also may be issued as part of a rights issue or scrip issue. When issued with bonds or shares, they usually trade separately from the bonds or shares after issuance. Most warrants trade in the same currency as the underlying stock (domestic warrants), but also may be traded in different currency (euro-warrants). Equity warrants are traded on a number of foreign exchanges and in OTC markets. Index warrants and interest rate warrants are rights created by an issuer, typically a financial institution, entitling the holder to purchase, in the case of a call, or sell, in the case of a put, respectively, an equity index or a specific bond issue or interest rate index at a certain level over a fixed period of time. Index warrants transactions settle in cash, while interest rate warrants can typically be exercised in the underlying instrument or settle in cash.

A Fund also may invest in long-term options of, or relating to, international issuers. Long-term options operate much like covered warrants. Like covered warrants, long term-options are call options created by an issuer, typically a financial institution, entitling the holder to purchase from the issuer outstanding securities of another issuer. Long-term options have an initial period of one year or more, but generally have terms between three and five years.

19 

Table of Contents 

 

Unlike U.S. options, long-term European options do not settle through a clearing corporation that guarantees the performance of the counterparty. Instead, they are traded on an exchange and subject to the exchange’s trading regulations.

— Eurodollar Contracts. Eurodollars are time deposits denominated in U.S. dollars and are held at banks outside the U.S., which could be foreign banks or overseas branches of U.S. banks. Eurodollar contracts are U.S. Dollar-denominated futures contracts or options thereon that are tied to a reference rate, such as the Secured Overnight Financing Rate (“SOFR”), paid on such deposits. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. A Fund may use Eurodollar instruments to hedge against changes in the reference rate. See “LIBOR Replacement Risk” in the Funds’ Prospectus for additional information about those instruments that were tied to the London Interbank Offered Rate (“LIBOR”).

— 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 the 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 the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Funds 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).

Forward Commitments and When-Issued and Delayed Delivery Securities

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 (i.e., a “when, as and if issued” trade). When forward commitment transactions are negotiated, the price is fixed at the time the commitment is made. The Fund assumes the rights and risks of ownership of the security, but the Fund does not pay for the securities until they are received. If a Fund is fully or almost fully invested when forward commitment purchases are outstanding, such purchases may result in a form of leverage. Leveraging the portfolio in this manner may increase the Fund’s volatility of returns.

The use of forward commitments enables a Fund to protect against anticipated changes in exchange rates, interest rates and/or prices. For instance, a Fund may enter into a forward contract when it enters into a contract for the purchase or sale of a security denominated in a foreign currency in order to “lock in” the U.S. Dollar price of the security (“transaction hedge”). In addition, when a Fund believes that a foreign currency may suffer a substantial decline against the U.S. Dollar, it may enter into a forward sale contract to sell an amount of that foreign currency approximating the value of some or all of that Fund’s securities denominated in

20 

Table of Contents 

 

such foreign currency, or when the Fund believes that the U.S. Dollar may suffer a substantial decline against a foreign currency, it may enter into a forward purchase contract to buy that foreign currency for a fixed dollar amount (“position hedge”). If the Adviser were to forecast incorrectly the direction of exchange rate movements, a Fund might be required to complete or settle when-issued or forward transactions at prices inferior to the then current market values.

When-issued securities and forward commitments may be sold prior to the settlement date. If a Fund chooses to dispose of the right to acquire a when-issued security prior to its acquisition or dispose of its right to deliver or receive against a forward commitment, it may incur a gain or loss. Any significant commitment of Fund assets to the purchase of securities on a “when, as and if issued” basis may increase the volatility of the Fund’s NAV.

At the time a Fund enters into a forward commitment, it will record the transaction and thereafter reflect the value of the security purchased or, if a sale, the proceeds to be received, in determining its NAV. Any unrealized appreciation or depreciation reflected in such valuation of a “when, as and if issued” security would be canceled in the event that the required conditions did not occur and the trade was canceled.

Purchases of securities on a forward commitment or when-issued basis may involve more risk than other types of purchases. For example, by committing to purchase securities in the future, a Fund subjects itself to a risk of loss on such commitments as well as on its portfolio securities. Also, a Fund may have to sell assets which have been set aside in order to meet redemptions. In addition, if a Fund determines it is advisable as a matter of investment strategy to sell the forward commitment or “when-issued” or “delayed delivery” securities before delivery, that Fund may incur a gain or loss because of market fluctuations since the time the commitment to purchase such securities was made. Any such gain or loss would be treated as a capital gain or loss for tax purposes. When the time comes to pay for the securities to be purchased under a forward commitment or on a “when-issued” or “delayed delivery” basis, the Fund will meet its obligations from the then available cash flow or the sale of securities, or, although it would not normally expect to do so, from the sale of the forward commitment or “when-issued” or “delayed delivery” securities themselves (which may have a value greater or less than the Fund’s payment obligation). No interest or dividends accrue to the purchaser prior to the settlement date for securities purchased or sold under a forward commitment. In addition, in the event the other party to the transaction files for bankruptcy, becomes insolvent, or defaults on its obligation, a Fund may be adversely affected.

Illiquid Securities

A Fund, except for Concentrated Growth, will not invest in illiquid securities if immediately after such investment more than 15% of the Fund’s net assets would be invested in such securities. Concentrated Growth’s investments in illiquid securities are limited to 5% of the value of its net assets. Under Rule 22e-4 under the 1940 Act, the term illiquid securities means any security or investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.

21 

Table of Contents 

 

Mutual funds do not typically hold a significant amount of restricted securities (securities that are subject to restrictions on resale to the general public) or other illiquid securities because of the potential for delays on resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund may also have to take certain steps or wait a certain amount of time in order to remove the transfer restrictions for such restricted securities in order to dispose of them, resulting in additional expense and delay.

Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) allows a broader institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a “safe harbor” from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers (“Rule 144A Securities”). An insufficient number of qualified institutional buyers interested in purchasing certain restricted securities held by a Fund, however, could adversely affect the marketability of such portfolio securities and the Fund might be unable to dispose of such securities promptly or at reasonable prices.

The Funds have adopted a liquidity risk management program pursuant to Rule 22e-4 under the 1940 Act and related procedures to categorize each Fund’s investments, including Rule 144A Securities, and identify illiquid investments.

Investments in Initial Public Offering (“IPO”) Securities

The Funds may invest in securities of companies that are offered in an IPO. Investments in IPO securities involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods of time. In addition to the risks associated with equity securities generally, IPO securities may be subject to additional risk due to one or more factors such as the absence of a prior public market, unseasoned trading in the securities, the small number of securities available for trading, the lack of investor knowledge of the company, the lack of an operating history of the company, dependence of the company on key personnel, suppliers or a limited number of customers and other factors. These factors may cause IPO shares to be volatile in price. While a Fund may hold IPO securities for a period of time, it may sell them in the aftermarket soon after the purchase, which could increase portfolio turnover and lead to increased expenses such as commissions and transaction costs. Investments in IPOs could have a dramatic impact on a Fund’s performance (higher or lower) if the Fund’s assets are relatively small. In addition, as a Fund increases in size, the impact of IPOs on the Fund’s performance will generally decrease.

Investments in Certain Types of Privately Placed Securities

The Funds may invest in privately placed securities. Privately placed securities in which the Funds invest are typically equity securities of privately held companies that have not been offered to the public and are not publicly traded. Investments in privately placed securities may include venture capital investments, which are investments in new, early or late stage companies and are often funded by, or in connection with, venture capital firms. Investments in

22 

Table of Contents 

 

securities of privately held companies may present significant opportunities for capital appreciation but involve a high degree of risk that may result in significant decreases in the value of these investments. Privately held companies may not have established products, experienced management or earnings history. The Funds may not be able to sell such investments when the portfolio managers and/or investment personnel deem it appropriate to do so because the securities are not publicly traded. As such, these investments are generally considered to be illiquid until a company’s public offering (which may never occur) and are often subject to additional contractual restrictions on resale following any public offering that may prevent the Funds from selling their shares of these companies for a period of time. Market conditions, developments within a company, investor perception or regulatory decisions may adversely affect a privately held company and delay or prevent a privately held company from ultimately offering its securities to the public. If a Fund invests in privately placed securities, it may incur additional expenses, such as valuation-related expenses, in connection with such investments. Public companies may also issue privately placed securities, which may be illiquid and subject to contractual restrictions on resale.

Investment in Exchange-Traded Funds and Other Investment Companies

The Funds may invest in shares of ETFs, including AB ETFs, subject to the restrictions and limitations of the 1940 Act, or any applicable rules, exemptive orders or regulatory guidance. ETFs are pooled investment vehicles that seek to track the performance of a specific index or implement actively-managed investment strategies. 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 underlying indices for various reasons. Unlike index ETFs, actively-managed ETFs generally seek to outperform a benchmark index and typically have higher expenses than index ETFs, which expenses reduce investment returns. There are numerous types of index ETFs and actively-managed ETFs, including those offering exposure to broad or narrow segments of the equity, fixed-income, commodities and foreign currencies markets. The Funds 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 or premium to its NAV.

The Funds may invest, and have invested from time to time, in investment companies other than ETFs, including AB Mutual Funds, as permitted by the 1940 Act or the rules and regulations or exemptive orders thereunder. The Funds intend to invest uninvested cash balances in an affiliated money market fund as permitted by Rule 12d1-1 under the 1940 Act. As with ETF investments, if the Funds acquire shares in other investment companies, shareholders would bear, indirectly, the expenses of such investment companies (which may include management and advisory fees), which to the extent not waived or reimbursed, would be in addition to the Funds’ expenses. A Fund’s investment in other investment companies, including ETFs, subjects the Fund indirectly to the underlying risks of those investment companies.

To the extent that a Fund is an “acquired fund” for purposes of Rule 12d1-4, the Fund intends to limit its investments in the securities of other investment companies and private

23 

Table of Contents 

 

funds to no more than 10% of its total assets, subject to certain limited exceptions permitted under the Rule.

Loans of Portfolio Securities

A Fund may seek to increase income by lending portfolio securities to brokers, dealers, and financial institutions (“borrowers”) to the extent permitted under the 1940 Act or the rules or regulations thereunder (as such statute, rules, or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act. Under a Fund’s securities lending program, all securities loans will be secured continuously by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities. Principal risks of lending portfolio securities include that the borrower will fail to return the loaned securities upon termination of the loan and that the value of the collateral will not be sufficient to replace the loaned securities upon the borrower’s default.

In determining whether to lend securities to a particular borrower, the Adviser (subject to oversight by the Boards) will consider all relevant facts and circumstances, including the creditworthiness of the borrower. The loans will be made only to borrowers deemed by the Adviser to be creditworthy and when, in the judgment of the Adviser, the consideration that can be earned currently from securities loans of this type justifies the attendant risk. If a loan is collateralized by cash, a Fund will be compensated for the loan from a portion of the net return from the interest earned on cash collateral after a rebate paid to the borrower (in some cases, this rebate may be a “negative rebate”, or fee paid by the borrower to the Fund in connection with the loan). If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. For its services, the securities lending agent receives a fee from the Fund.

A Fund will have the right to call a loan and obtain the securities loaned on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distribution from the securities.

A Fund will invest any cash collateral in shares of a money market fund approved by the Board and expected to be managed by the Adviser. Any such investment will be at the Fund’s risk. The Funds may pay reasonable finders’, administrative, and custodial fees in connection with a loan.

A Fund will not have the right to vote any securities during the existence of a loan, but will have the right to recall loaned securities in order to exercise voting or other ownership rights. When the Fund lends its securities, its investment performance will continue to reflect changes in the value of securities loaned.

Concentrated Growth intends to limit its securities lending activities so that no more than 5% of the value of the Fund’s assets will be represented by securities loaned.

24 

Table of Contents 

 

Preferred Stock

A Fund may invest in preferred stock. Preferred stock is an equity security that has features of debt because it generally entitles the holder to periodic payments at a fixed rate of return. Preferred stock is subordinated to any debt the issuer has outstanding but has liquidation preference over common stock. 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.

Real Estate Investment Trusts

Real Estate Investment Trusts (“REITs”) are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest and principal payments. Similar to investment companies such as the Funds, REITs are not taxed on income distributed to shareholders, provided they comply with several requirements of the United States Internal Revenue Code of 1986, as amended (the “Code”). A Fund will indirectly bear its proportionate share of expenses incurred by REITs in which the Fund invests in addition to the expenses incurred directly by the Fund.

Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation.

Investing in REITs involves risks similar to those associated with investing in small capitalization companies. REITs may have limited financial resources, may trade less frequently and in a limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as REITs, have had more price volatility than larger capitalization stocks.

REITs are subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks. When interest rates decline, the value of a REIT’s investment in fixed-rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REIT’s investment in fixed-rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REIT’s investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to

25 

Table of Contents 

 

fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed-rate obligations.

Repurchase Agreements and Buy/Sell Back Transactions

A repurchase agreement is an agreement by which a Fund purchases a security and obtains a simultaneous commitment from the seller to repurchase the security at an agreed-upon price and date, normally one day or a week later. The purchase and repurchase obligations are transacted under one document. The resale price is greater than the purchase price, reflecting an agreed-upon “interest rate” that is effective for the period of time the buyer’s money is invested in the security, and which is related to the current market rate of the purchased security rather than its coupon rate. During the term of the repurchase agreement, a Fund monitors on a daily basis the market value of the securities subject to the agreement and, if the market value of the securities falls below the resale amount provided under the repurchase agreement, the seller under the repurchase agreement is required to provide additional securities or cash equal to the amount by which the market value of the securities falls below the resale amount. Because a repurchase agreement permits a Fund to invest temporarily available cash on a fully-collateralized basis, repurchase agreements permit the Fund to earn a return on temporarily available cash while retaining “overnight” flexibility in pursuit of investments of a longer-term nature. Repurchase agreements may exhibit the characteristics of loans by a Fund.

The obligation of the seller under the repurchase agreement is not guaranteed, and there is a risk that the seller may fail to repurchase the underlying security, whether because of the seller’s bankruptcy or otherwise. In such event, the Fund would attempt to exercise its rights with respect to the underlying security, including possible sale of the securities. A Fund may incur various expenses in connection with the exercise of its rights and may be subject to various delays and risks of loss, including (a) possible declines in the value of the underlying securities, (b) possible reduction in levels of income and (c) lack of access to the securities (if they are held through a third-party custodian) and possible inability to enforce the Fund’s rights. The Board has established procedures, which are periodically reviewed by the Board, pursuant to which the Adviser monitors the creditworthiness of the dealers with which the Fund enters into repurchase agreement transactions.

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, though done simultaneously, constitutes two separate legal agreements. A buy/sell back transaction also differs from a repurchase agreement in that the seller is not required to provide margin payments if the value of the securities falls below the repurchase price because the transaction constitutes two separate transactions. Each Fund has the risk of changes in the value of the purchased security during the term of the buy/sell back agreement although these agreements typically provide for the repricing of the original transaction at a new market price if the value of the security changes by a specific amount.

26 

Table of Contents 

 

Reverse Repurchase Agreements

Reverse repurchase agreements involve sales by a Fund of portfolio assets concurrently with an agreement by the Fund to repurchase the same assets at a later date at a fixed price. During the reverse repurchase agreement period, a Fund continues to receive principal and interest payments on these securities. Generally, the effect of such a transaction is that the Fund can recover all or most of the cash invested in the portfolio securities involved during the term of the reverse repurchase agreement, while it will be able to keep the interest income associated with those portfolio securities. Such transactions are advantageous only if the interest cost to the Fund of the reverse repurchase transaction is less than the cost of otherwise obtaining the cash.

Reverse repurchase agreements are considered to be a loan to a Fund by the counterparty, collateralized by the assets subject to repurchase because the incidents of ownership are retained by the Fund. By entering into reverse repurchase agreements, a Fund obtains additional cash to invest in other securities. A Fund may use reverse repurchase agreements for borrowing purposes if it believes that the cost of this form of borrowing will be lower than the cost of bank borrowing. Reverse repurchase agreements create leverage and are speculative transactions because they allow a Fund to achieve a return on a larger capital base relative to its NAV. The use of leverage creates the opportunity for increased income for a Fund’s shareholders when the Fund achieves a higher rate of return on the investment of the reverse repurchase agreement proceeds than it pays in interest on the reverse repurchase transactions. However, there is the risk that returns could be reduced if the rates of interest on the investment proceeds do not exceed the interest paid by a Fund on the reverse repurchase transactions.

Reverse repurchase agreements involve the risk that the market value of the securities the 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 files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds of the 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

A Fund may invest in rights and warrants, which entitle the holder to buy equity securities at a specific price for a specific period of time, but will do so only if the equity securities themselves are deemed appropriate by the Adviser for inclusion in a Fund’s portfolio. Rights and warrants may be considered more speculative than certain other types of investments in that they do not entitle a holder to dividends or voting rights with respect to the securities which may be purchased nor do they represent any rights in the assets of the issuing company. Also, the value of a right or warrant does not necessarily change with the value of the underlying securities and a right or warrant ceases to have value if it is not exercised prior to the expiration date.

27 

Table of Contents 

 

Short Sales

A Fund, except for Concentrated Growth, may make short sales of securities or maintain a short position. A short sale is effected by selling a security that a Fund does not own, or if the Fund does own such security, it is not to be delivered upon consummation of sale. A short sale is against the box to the extent that the Fund contemporaneously owns or has the right to obtain securities identical to those sold. A short sale of a security involves the risk that, instead of declining, the price of the securities sold short will rise. 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 capital gain. Although the Fund’s gain is limited to the price at which it sold the security short, its potential loss is unlimited since there is a theoretically unlimited potential for the market price of equity securities of the security sold short to increase. Short sales may be used in some cases by a Fund to defer the realization of gain or loss for federal income tax purposes on securities then owned by the Fund. See “Dividends, Distributions and Taxes-Tax Straddles” for a discussion of certain special federal income tax considerations that may apply to short sales which are entered into by the Fund.

Special Situations

A Fund may invest in special situations from time to time. A special situation arises when, in the opinion of the Adviser, the securities of a particular company will, within a reasonably estimable period of time, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Developments creating special situations might include, among others, the following: liquidations, reorganizations, recapitalizations or mergers, material litigation, technological breakthroughs and new management or management policies. Although large and well-known companies may be involved, special situations often involve much greater risk than is inherent in ordinary investment securities.

Standby Commitment Agreements

A Fund may, from time to time, enter into standby commitment agreements. Such agreements 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 a Fund is paid a commitment fee, regardless of whether or not the security is ultimately 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 which are considered advantageous to the Fund and which are unavailable on a firm commitment basis.

There can be no assurance that the securities subject to a standby commitment will be issued and 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 underlying the commitment is at the option of the issuer, a Fund will bear the risk of capital loss in the event the value of the security

28 

Table of Contents 

 

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.

The purchase of a security subject to a standby commitment agreement and the related commitment fee will be recorded on the date on which the security can reasonably be expected to be issued and the value of the security will thereafter be reflected in the calculation of a Fund’s NAV. The cost basis of the security will be adjusted by the amount of the commitment fee. In the event the security is not issued, the commitment fee will be recorded as income on the expiration date of the standby commitment.

Structured Products

A Fund may invest in structured products. Structured products, including indexed or structured securities, combine the elements of futures contracts or options with those of debt, preferred equity or a depositary instrument. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a structured product is tied (either positively or negatively) to prices, changes in prices, or differences between prices, of underlying assets, such as securities, currencies, intangibles, goods, articles or commodities or by reference to an unrelated benchmark related to an objective index, economic factor or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices. The interest rate or (unlike most fixed-income securities) the principal amount payable at maturity of a structured product may be increased or decreased depending on changes in the value of the underlying asset or benchmark.

Structured products may take a variety of forms. Most commonly, they are in the form of debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, but may also be issued as preferred stock with dividend rates determined by reference to the value of a currency or convertible securities with the conversion terms related to a particular commodity.

Investing in structured products may be more efficient and less expensive for a Fund than investing in the underlying assets or benchmarks and the related derivative. These investments can be used as a means of pursuing a variety of investment goals, including currency hedging, duration management and increased total return. In addition, structured products may be a tax-advantaged investment in that they generate income that may be distributed to shareholders as income rather than short-term capital gains that may otherwise result from a derivatives transaction.

Structured products, however, have more risk than traditional types of debt or other securities. These products may not bear interest or pay dividends. The value of a structured product or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. Under certain conditions, the redemption value of a structured product could be zero. Structured products are potentially more volatile and carry greater market risks than traditional debt instruments. The prices of the structured instrument and the benchmark or underlying asset may not move in the same direction or at the same time. Structured products may carry greater trading risk and be

29 

Table of Contents 

 

more difficult to price than less complex securities or instruments or more traditional debt securities. The risk of these investments can be substantial with the possibility that the entire principal amount is at risk. The purchase of structured products also exposes a Fund to the credit risk of the issuer of the structured product.

Structured Notes and Indexed Securities. A Fund may invest in a particular type of structured instrument sometimes referred to as a “structured note”. The terms of these notes may be structured by the issuer and the purchaser of the note. Structured notes are derivative debt instruments, the interest rate or principal of which is determined by an unrelated indicator (for example, a currency, security, commodity or index thereof). Indexed securities may include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. The terms of structured notes and indexed securities may provide that in certain circumstances no principal is due at maturity, which may result in a total loss of invested capital. Structured notes and indexed securities may be positively or negatively indexed, so that appreciation of the unrelated indicator may produce an increase or a decrease in the interest rate or the value of the structured note or indexed security at maturity may be calculated as a specified multiple of the change in the value of the unrelated indicator. Therefore, the value of such notes and securities may be very volatile. Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the unrelated indicator. Structured notes or indexed securities also may be more volatile, carry greater trading risk, and be more difficult to accurately price than less complex securities and instruments or more traditional debt securities.

Commodity Index-Linked Notes and Commodity-Linked Notes. Structured products may provide exposure to the commodities markets. These structured notes may include leveraged or unleveraged commodity index-linked notes, which are derivative debt instruments with principal and/or coupon payments linked to the performance of commodity indices. They also include commodity-linked notes with principal and/or coupon payments linked to the value of particular commodities or commodities futures contracts, or a subset of commodities and commodities future contracts. The value of these notes will rise or fall in response to changes in the underlying commodity, commodity futures contract, subset of commodities or commodities futures contracts or commodity index. These notes expose the Fund economically to movements in commodity prices. These notes also are subject to risks, such as credit, market and interest rate risks, that in general affect the values of debt securities. In addition, these notes are often leveraged, increasing the volatility of each note’s market value relative to changes in the underlying commodity, commodity futures contract or commodity index. Therefore, the Fund might receive interest or principal payments on the note that are determined based upon a specified multiple of the change in value of the underlying commodity, commodity futures contract or index.

Credit-Linked Securities. Credit-linked securities are issued by a limited purpose trust or other vehicle that, in turn, invests in a basket of derivative instruments, such as credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain high-yield or other fixed-income markets. For example, a Fund may invest in credit-linked securities as a cash management tool in order to gain exposure to certain high-yield markets and/or to remain fully invested when more traditional income-producing securities are not available. Like an investment in a bond, investments in credit-linked securities represent the

30 

Table of Contents 

 

right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the trust’s receipt of payments from, and the trust’s potential obligations to, the counterparties to the derivative instruments and other securities in which the trust invests. For instance, the trust may sell one or more credit default swaps, under which the trust would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the trust would be obligated to pay the counterparty the par value (or other agreed-upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Fund would receive as an investor in the trust. A Fund’s investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. These securities are generally Rule 144A Securities and therefore may be freely traded among qualified institutional buyers. However, changes in the market for credit-linked securities or the availability of willing buyers may result in reduced liquidity for the securities.

U.S. Companies and U.S. Instruments

For purposes of Select US Equity’s policy to invest at least 80% of its net assets in equity securities of U.S. companies, a U.S. company is a company (1) that is organized under the laws of the United States or a political subdivision of the United States, (2) the equity securities of which are principally traded on a U.S. exchange or in a U.S. market, or (3) that, in its most recent fiscal year, derived at least 50% of its revenues or profits from goods produced or sold, investments made, or services performed in the United States or that has at least 50% of its assets in the United States. In addition to U.S. companies, for the purposes of Select US Long/Short’s 80% policy, U.S. cash equivalents include U.S. registered money market mutual funds, repurchase agreements related to U.S. Government securities, and commercial paper and other short-term obligations of U.S. companies.

Certain Risk and Other Considerations

Borrowings and Leverage. A Fund may use borrowings for investment purposes subject to its investment policies and procedures and to applicable statutory or regulatory requirements. Borrowings by a Fund result in leveraging of the Fund’s shares. Likewise, a Fund’s use of certain derivatives may effectively leverage the Fund’s portfolio. A Fund may use leverage for investment purposes by entering into transactions such as reverse repurchase agreements, forward contracts, dollar rolls or certain derivatives. This means that the Fund uses cash made available during the term of these transactions to make investments in other securities.

Utilization of leverage, which is usually considered speculative, involves certain risks to the Fund’s shareholders. These include a higher volatility of the NAV of the Fund’s shares and the relatively greater effect of changes in the value of the Fund’s portfolio on the NAV of the shares. In the case of borrowings for investment purposes, so long as the Fund is able to realize a net return on the portion of its investment portfolio resulting from leverage that is higher than the interest expense paid on borrowings, the effect of such leverage will be to cause the Fund’s shareholders to realize a higher net return than if the Fund were not leveraged.

31 

Table of Contents 

 

With respect to a Fund’s use of certain derivatives that result in leverage of the Fund’s shares, if the Fund is able to realize a net return on its investments that is higher than the costs of the leverage, the effect of such leverage will be to cause the Fund to realize a higher net return than if the Fund were not leveraged. If the interest expense on borrowings or other costs of leverage approach the net return on the Fund’s investment portfolio or investments made through leverage, as applicable, the benefit of leverage to the Fund’s shareholders will be reduced. If the interest expense on borrowings or other costs of leverage were to exceed the net return to the Fund, the Fund’s use of leverage would result in a lower rate of net return than if the Fund were not leveraged. Similarly, the effect of leverage in a declining market would normally be a greater decrease in NAV than if the Fund were not leveraged.

Certain transactions, such as derivatives transactions, forward commitments, reverse repurchase agreements and short sales, involve leverage and may expose a Fund to potential losses that, in some cases, may exceed the amount originally invested by the Fund.

Rule 18f-4, among other things, permits a fund to treat reverse repurchase transactions (and other similar financing transactions) either as borrowings (subject to asset coverage requirements under the 1940 Act) or as “derivatives transactions” subject to the risk-based limits of Rule 18f-4.

Management Risk – Quantitative Models. The Adviser may use investment techniques that incorporate, or rely upon, quantitative models. These models may not work as intended and may not enable a Fund to achieve its investment objective. In addition, certain models may be constructed using data from external providers, and these inputs may be incorrect or incomplete, thus potentially limiting the effectiveness of the models. Finally, the Adviser may change, enhance and update its models and its usage of existing models at its discretion.

Risks of Investments in Foreign Securities. Investors should understand and consider carefully the substantial risks involved in securities of foreign companies and governments of foreign nations, some of which are referred to below, and which are in addition to the usual risks inherent in domestic investments. Investing in securities of non-U.S. companies which are generally denominated in foreign currencies, and utilization of derivative investment products denominated in, or the value of which is dependent upon movements in the relative value of, a foreign currency, involve certain considerations comprising both risk and opportunity not typically associated with investing in U.S. companies. These considerations include changes in exchange rates and exchange control regulations, imposition of sanctions or capital controls, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than are generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

There is generally less publicly available information about foreign companies comparable to reports and ratings that are published about companies in the United States. Foreign issuers are subject to accounting and financial standards and requirements that differ, in some cases significantly, from those applicable to U.S. issuers. In particular, the assets and profits appearing on the financial statements of a foreign issuer may not reflect its financial

32 

Table of Contents 

 

position or results of operations in the way they would be reflected had the financial statement been prepared in accordance with U.S. generally accepted accounting principles. In addition, for an issuer that keeps accounting records in local currency, inflation accounting rules in some of the countries in which the Fund may invest require, for both tax and accounting purposes, that certain assets and liabilities be restated on the issuer’s balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits. Consequently, financial data may be materially affected by restatements for inflation and may not accurately reflect the real condition of those issuers and securities markets. Substantially less information is publicly available about certain non-U.S. issuers than is available about U.S. issuers.

It is contemplated that foreign securities will be purchased in OTC markets or on stock exchanges located in the countries in which the respective principal offices of the issuers of the various securities are located, if that is the best available market. Foreign securities markets are generally not as developed or efficient as those in the United States and may close for extended periods or for local holidays. While growing in volume, such markets usually have substantially less volume than the United States securities markets, and securities of some foreign companies are more difficult to trade or dispose of and more volatile than securities of comparable United States companies. Similarly, volume and liquidity in most foreign bond markets are less than in the United States and, at times, volatility of price can be greater than in the United States. There is generally less government supervision and regulation of foreign stock exchanges, brokers and listed companies than in the United States.

Expropriation, confiscatory taxation, nationalization, political, economic or social instability or other similar developments, such as military coups and regional and global conflicts, have occurred in the past in countries in which a Fund may invest and could adversely affect a Fund’s assets should these conditions or events recur.

The United Kingdom (“U.K.”) formally withdrew from the European Union (“EU”) on January 31, 2020. The U.K. and the EU negotiated an agreement governing their future trading and security relationships. This agreement became effective on a provisional basis on January 1, 2021 and entered into full force on May 1, 2021. The U.K. and the EU also negotiated a Memorandum of Understanding (“MoU”), which creates a framework for voluntary regulatory cooperation in financial services between the U.K. and the EU. The impact on the U.K. and European economies and the broader global economy of the uncertainties associated with implementing the agreement and MoU are significant and could have an adverse effect on the value of a Fund’s investments and its NAV. These uncertainties include an increase in the regulatory and customs requirements imposed on cross-border trade between the U.K. and the EU, the negotiation and implementation of additional arrangements between the U.K. and the EU affecting important parts of the economy (such as financial services), volatility and illiquidity in markets, currency fluctuations, the renegotiation of other existing trading and cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise) of the U.K. and the EU, and potentially lower growth for companies in the U.K., Europe and globally.

In addition, Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration of the military action, and sanctions imposed following the invasion, have resulted, and may continue to result, in market disruptions in the region and

33 

Table of Contents 

 

globally. Future market disruptions are impossible to predict, but could be significant and have a severe adverse effect on the region and beyond, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas.

Foreign investment in the securities of companies in certain countries is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude Fund investment in certain foreign securities and increase the costs and expenses of a Fund. Certain countries in which the Fund may invest require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors.

Certain countries may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if deterioration occurs in a country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances.

Investing in emerging market securities involves risks different from, and greater than, risks of investing in domestic securities or in securities of issuers domiciled in developed, foreign 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 the imposition of capital controls, which may restrict a Fund’s ability to repatriate 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; less developed legal systems with fewer security holder rights and practical remedies to pursue claims, including class actions or fraud claims; the limited ability of U.S. authorities to bring and enforce actions against non-U.S. companies and non-U.S. persons; and differences in the nature and quality of financial information, including (i) auditing and financial reporting standards, which may result in unavailability or unreliability of material information about issuers and (ii) the risk that the Public Company Accounting Oversight Board (“PCAOB”) may not be able to inspect audit practices and work conducted by PCAOB-registered audit firms in certain emerging market countries, such as China. Thus there can be no assurance that the quality of financial reporting or the audits conducted by such audit firms of U.S.-listed emerging market companies meet PCAOB standards. Furthermore, in December 2021, the SEC finalized rules to implement the Holding Foreign Companies Accountable Act, which prohibits the trading of securities of

34 

Table of Contents 

 

foreign issuers (including those based in China) on a national securities exchange or through any other method regulated by the SEC (including through over-the-counter trading) if the PCAOB is unable to inspect the work papers of the auditors of such companies for three years. To the extent a Fund invests in the securities of a company whose securities become subject to such a trading prohibition, the Fund’s ability to transact in such securities, and the liquidity of the securities, as well as their market price, would likely be adversely affected. The Fund would also have to seek other markets in which to transact in such securities, which could increase the Fund’s costs. 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.

Income from certain investments held by a Fund could be reduced by foreign income taxes, including withholding taxes. It is impossible to determine the effective rate of foreign tax in advance. A Fund’s NAV may also be affected by changes in the rates or methods of taxation applicable to that Fund or to entities in which that Fund has invested. The Adviser can provide no assurance that the tax treatment of investments held by a Fund will not be subject to change. A shareholder otherwise subject to United States federal income taxes may, subject to certain limitations, be entitled to claim a credit or deduction for U.S. federal income tax purposes for his or her proportionate share of such foreign taxes paid by the Fund. See “U.S. Federal Income Taxes”.

Investors should understand that the expenses of a fund investing in foreign securities may be higher than investment companies investing only in domestic securities since, among other things, the cost of maintaining the custody of foreign securities is higher and the purchase and sale of portfolio securities may be subject to higher transaction charges, such as stamp duties and turnover taxes.

For many foreign securities, there are U.S. Dollar-denominated ADRs that are traded in the United States on exchanges or OTC. ADRs do not lessen the foreign exchange risk inherent in investing in the securities of foreign issuers. However, by investing in ADRs rather than directly in stock of foreign issuers, a Fund can avoid currency risks which might occur during the settlement period for either purchases or sales.

Investments in China. Risks of investments in securities of companies economically tied to China may include the volatility of the Chinese securities markets; the Chinese economy’s heavy dependence on exports, which may decrease, sometimes significantly, when the world economy weakens; the continuing importance of the role of the Chinese Government, which may take legal or regulatory actions that affect the contractual arrangements of a company or economic and market practices, and cause the value of the securities of an issuer held by a Fund to decrease significantly; and political unrest. While the Chinese economy has grown rapidly in recent years, the rate of growth has generally been declining, and there can be no assurance that China’s economy will continue to grow in the future. In addition, trade disputes between China and its trading counterparties, including the United States, have arisen and may continue to arise. Such disputes have resulted in trade tariffs and may potentially result in future trade tariffs, as well as

35 

Table of Contents 

 

embargoes, trade limitations, trade wars and other negative consequences. These consequences could trigger, among other things, a substantial reduction in international trade and adverse effects on, and potential failure of, individual companies and/or large segments of China’s export industry, which could have potentially significant negative effects on the Chinese economy as well as the global economy. U.S. or other sanctions imposed on the Chinese Government or certain Chinese companies may adversely impact the Chinese economy and Chinese issuers in which the Fund invests, and may prohibit or limit a Fund’s ability to invest in securities of certain Chinese issuers or require the Fund’s sale of such securities, potentially on an accelerated schedule or at disadvantageous prices. Risks of investments in companies based in Hong Kong, a special administrative region of China, include heavy reliance on the Chinese economy, plus regional Asian and global economies such as the U.S. economy, which makes these investments vulnerable to changes in these economies, and political unrest. These and related factors may result in adverse effects on investments in China and Hong Kong and have a negative impact on a Fund’s performance. In addition, China’s recent aggression towards Taiwan may impact companies economically tied to Taiwan, including those in supply chain channels.

A Fund may obtain economic exposure to Chinese companies through a special structure known as a variable interest entity (“VIE”), which is designed to provide foreign investors, such as a Fund, with exposure to Chinese companies that operate in certain sectors in which China restricts or prohibits foreign investments. In this structure, the Chinese-based operating company is the VIE and establishes a shell company in a foreign jurisdiction, such as the Cayman Islands. The shell company lists on a non-Chinese exchange (such as the New York Stock Exchange (the “Exchange”) or the Nasdaq Stock Exchange (“NASDAQ”)) and enters into contractual arrangements with the VIE through one or more wholly-owned special purpose vehicles. This structure allows Chinese companies in which the government restricts foreign ownership to raise capital from foreign investors. While the shell company has no equity ownership of the VIE, these contractual arrangements permit the shell company to consolidate the VIE’s financial statements with its own for accounting purposes and provide for economic exposure to the performance of the underlying Chinese operating company. Therefore, an investor in the listed shell company, such as a Fund, will have exposure to the Chinese-based operating company only through contractual arrangements and has no ownership interest in the Chinese-based operating company. The contractual arrangements between the shell company and the VIE do not provide investors in the shell company with the rights they would have through direct equity ownership, and a foreign investor’s rights may be limited, including by actions of the Chinese government which could determine that the underlying contractual arrangements are invalid. While VIEs are a longstanding industry practice and are well known by Chinese officials and regulators, the structure has not been formally recognized under Chinese law and it is uncertain whether Chinese officials or regulators will withdraw their implicit acceptance of the structure.

It is also uncertain whether the contractual arrangements, which may be subject to conflicts of interest between the legal owners of the VIE and foreign investors, would be enforced by Chinese courts or arbitration bodies. Non-recognition of these structures by the Chinese government, or the inability to enforce such contracts, from which the shell company derives its value, would likely cause the VIE-structured holding(s) to suffer significant and possibly complete and permanent loss, and in turn, adversely affect a Fund’s returns and NAV.

36 

Table of Contents 

 

A Fund may invest in China A shares of certain Chinese companies listed and traded through the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs (“Stock Connect”). Stock Connect is a securities trading and clearing program established by Hong Kong Exchanges and Clearing Limited, the Shanghai Stock Exchange, the Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation Limited, which seeks to provide mutual stock market access between Mainland China and Hong Kong.

Trading through Stock Connect is subject to a number of restrictions and risks that could impair a Fund’s ability to invest in or sell China A shares and affect investment returns, including limitations on trading and possible imposition of trading suspensions. For example, Stock Connect is subject to quotas that limit aggregate net purchases on an exchange on a particular day, and an investor cannot purchase and sell the same security through Stock Connect on the same trading day. In addition, Stock Connect is generally only available on business days when both the relevant Chinese and Hong Kong markets are open. Furthermore, uncertainties in China’s tax rules related to the taxation of income and gains from investments in China A shares could result in unexpected tax liabilities for a Fund. Investing in China A shares is also subject to the clearance and settlement procedures associated with Stock Connect, which could pose risks to a Fund.

All transactions in Stock Connect securities will be made in renminbi, and accordingly a Fund will be exposed to renminbi currency risks. The ability to hedge renminbi currency risks is limited.  In addition, given the renminbi is subject to exchange control restrictions, a Fund could be adversely affected by delays in converting other currencies into renminbi and vice versa, including at times when there are unfavorable market conditions.

Stock Connect is subject to regulations promulgated by regulatory authorities and implementation rules made by the stock exchanges in China and Hong Kong. Furthermore, new regulations may be promulgated from time to time by the regulators in connection with operations and cross-border legal enforcement under Stock Connect.

Foreign Currency Transactions. A Fund may invest in securities denominated in foreign currencies and a corresponding portion of the Fund’s revenues will be received in such currencies. In addition, a Fund may conduct foreign currency transactions for hedging and non-hedging purposes on a spot (i.e., cash) basis or through the use of derivatives transactions, such as forward currency exchange contracts, currency futures and options thereon, and options on currencies as described above. The dollar equivalent of a Fund’s net assets and distributions will be adversely affected by reductions in the value of certain foreign currencies relative to the U.S. Dollar. Such changes will also affect a Fund’s income. A Fund will, however, have the ability to attempt to protect itself against adverse changes in the values of foreign currencies by engaging in certain of the investment practices listed above. While a Fund has this ability, there is no certainty as to whether and to what extent the Fund will engage in these practices.

Currency exchange rates may fluctuate significantly over short periods of time causing, along with other factors, a Fund’s NAV to fluctuate. Currency exchange rates generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates

37 

Table of Contents 

 

also can be affected unpredictably by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad. To the extent a Fund’s total assets, adjusted to reflect the Fund’s net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the Fund will be more susceptible to the risk of adverse economic and political developments within those countries.

A Fund will incur costs in connection with conversions between various currencies. A Fund may hold foreign currency received in connection with investments when, in the judgment of the Adviser, it would be beneficial to convert such currency into U.S. Dollars at a later date, based on anticipated changes in the relevant exchange rate. If the value of the foreign currencies in which a Fund receives income falls relative to the U.S. Dollar between receipt of the income and the making of Fund distributions, the Fund may be required to liquidate securities in order to make distributions if the Fund has insufficient cash in U.S. Dollars to meet the distribution requirements that the Fund must satisfy to qualify as a regulated investment company for federal income tax purposes. Similarly, if the value of a particular foreign currency declines between the time a Fund incurs expenses in U.S. Dollars and the time cash expenses are paid, the amount of the currency required to be converted into U.S. Dollars in order to pay expenses in U.S. Dollars could be greater than the equivalent amount of such expenses in the currency at the time they were incurred. In light of these risks, the Fund may engage in certain currency hedging transactions, which themselves, involve certain special risks.

Risks of Forward Currency Exchange Contracts, Foreign Currency Futures Contracts and Options thereon, Options on Foreign Currencies, Over-the-Counter Options on Securities. Transactions in forward currency exchange contracts, as well as futures and options on foreign currencies, are subject to all of the correlation, liquidity and other risks outlined above. In addition, however, such transactions are subject to the risk of governmental actions affecting trading in or the prices of currencies underlying such contracts, which could restrict or eliminate trading and could have a substantial adverse effect on the value of positions held by a Fund. In addition, the value of such positions could be adversely affected by a number of other complex political and economic factors applicable to the countries issuing the underlying currencies.

Further, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the foreign currencies underlying contracts thereon. As a result, the available information on which trading decisions will be based may not be as complete as the comparable data on which a Fund makes investment and trading decisions in connection with other transactions. Moreover, because the foreign currency market is a global, twenty-four hour market, events could occur in that market but will not be reflected in the forward, futures or options markets until the following day, thereby preventing a Fund from responding to such events in a timely manner.

Settlements of exercises of OTC forward currency exchange contracts or foreign currency options generally must occur within the country issuing the underlying currency, which in turn requires traders to accept or make delivery of such currencies in conformity with any U.S. or foreign restrictions and regulations regarding the maintenance of foreign banking relationships and fees, taxes or other charges.

38 

Table of Contents 

 

Unlike transactions entered into by a Fund in futures contracts and exchange-traded options, options on foreign currencies, forward currency exchange contracts, and OTC options on securities and securities indices may not be traded on contract markets regulated by the CFTC or (with the exception of certain foreign currency options) the SEC. Such instruments may instead be traded through financial institutions acting as market-makers, although foreign currency options are also traded on certain national securities exchanges, such as the Nasdaq PHLX and the Chicago Board Options Exchange, that are subject to SEC regulation. In an OTC trading environment, many of the protections afforded to exchange participants will not be available. For example, there are no daily price fluctuation limits, and adverse market movements could therefore continue to an unlimited extent over a period of time. Although the purchaser of an option cannot lose more than the amount of the premium plus related transaction costs, this entire amount could be lost. Moreover, the option writer could lose amounts substantially in excess of the initial investment due to the margin and collateral requirements associated with such positions.

In addition, OTC transactions can be entered into only with a financial institution willing to take the opposite side, as principal, of a Fund’s position unless the institution acts as broker and is able to find another counterparty willing to enter into the transaction with the Fund. Where no such counterparty is available, it will not be possible to enter into a desired transaction. There also may be no liquid secondary market in the trading of OTC contracts, and a Fund could be required to retain options purchased or written, or forward currency exchange contracts, until exercise, expiration or maturity. This in turn could limit the Fund’s ability to profit from open positions or to reduce losses experienced, and could result in greater losses.

Further, OTC transactions are not subject to the guarantee of an exchange clearinghouse, and a Fund will therefore be subject to the risk of default by, or the bankruptcy of, the financial institution serving as its counterparty. A Fund will enter into an OTC transaction only with parties whose creditworthiness has been reviewed and found to be satisfactory by the Adviser.

Transactions in OTC options on foreign currencies are subject to a number of conditions regarding the commercial purpose of the purchaser of such option. A Fund is not able to determine at this time whether or to what extent additional restrictions on the trading of OTC options on foreign currencies may be imposed at some point in the future, or the effect that any such restrictions may have on the hedging strategies to be implemented by the Fund.

Options on foreign currencies traded on national securities exchanges are within the jurisdiction of the SEC, as are other securities traded on such exchanges. As a result, many of the protections provided to traders on organized exchanges will be available with respect to such transactions. In particular, all foreign currency option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation (“OCC”), thereby reducing the risk of counterparty default. Further, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the OTC market, potentially permitting the Fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements.

39 

Table of Contents 

 

The purchase and sale of exchange-traded foreign currency options, however, is subject to the risks of the availability of a liquid secondary market described above, as well as the risks regarding adverse market movements, the margining of options written, the nature of the foreign currency market, possible intervention by governmental authorities and the effects of other political and economic events. In addition, exchange-traded options on foreign currencies involve certain risks not presented by the OTC market. For example, exercise and settlement of such options must be made exclusively through the OCC, which has established banking relationships in applicable foreign countries for this purpose. As a result, if the OCC determines that foreign governmental restrictions or taxes would prevent the orderly settlement of foreign currency option exercises, or would result in undue burdens on the OCC or its clearing member, the OCC may impose special procedures on exercise and settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices or prohibitions on exercise.

INVESTMENT RESTRICTIONS

 

Fundamental Investment Policies

The following fundamental investment policies may not be changed without approval by the vote of a majority of a Fund’s outstanding voting securities, which means the affirmative vote of the holders of (i) 67% or more of the shares of the Fund represented at a meeting at which more than 50% of the outstanding shares are present in person or by proxy or (ii) more than 50% of the outstanding shares of the Fund, whichever is less.

As a matter of fundamental policy, a Fund:

(a)       may not concentrate investments in an industry, as concentration may be defined under the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities;

(b)       may not issue any senior security (as that term is defined in the 1940 Act) or borrow money, except to the extent permitted by the 1940 Act or the rules and regulations thereunder (as such statute, rules or regulations may be amended from time to time) or by guidance regarding, or interpretations of, or exemptive orders under, the 1940 Act or the rules or regulations thereunder published by appropriate regulatory authorities. For purposes of this restriction, margin and collateral arrangements, including, for example, with respect to permitted borrowings, options, futures contracts, options on futures contracts and other derivatives such as swaps are not deemed to involve the issuance of a senior security;

(c)       may not make loans except through (i) the purchase of debt obligations in accordance with its investment objective and policies; (ii) the lending of portfolio securities; (iii) the use of repurchase agreements; or (iv) the making of loans to affiliated funds as permitted under the 1940 Act, the rules and regulations thereunder (as such statutes, rules or

40 

Table of Contents 

 

regulations may be amended from time to time), or by guidance regarding, and interpretations of, or exemptive orders under, the 1940 Act;

(d)       may not purchase or sell real estate except that it may dispose of real estate acquired as a result of the ownership of securities or other instruments. This restriction does not prohibit the Fund from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business;

(e)       may purchase or sell commodities to the extent permitted by applicable law with the exception that Sustainable Global Thematic and Sustainable International Thematic may not purchase or sell commodities regulated by the CFTC under the CEA or commodities contracts except for futures contracts and options on futures contracts; or

(f)       may not act as an underwriter of securities, except that the Fund may acquire restricted securities under circumstances in which, if such securities were sold, the Fund might be deemed to be an underwriter for purposes of the Securities Act.

As a fundamental policy, each Fund, except Concentrated Growth, is diversified (as that term is defined in the 1940 Act). This means that at least 75% of the Fund’s assets consist of:

· Cash or cash items;
· Government securities;
· Securities of other investment companies; and
· Securities of any one issuer that represent not more than 10% of the outstanding voting securities of the issuer of the securities and not more than 5% of the total assets of the Fund.

Concentrated Growth is a “non-diversified” investment company as defined in the 1940 Act, which means the Fund is not limited in the proportion of its assets that may be invested in the securities of a single issuer. This policy may be changed without a shareholder vote.

Non-Fundamental Investment Policies

The following are descriptions of operating policies that the Funds, except Concentrated Growth, have adopted but that are not fundamental and are subject to change without shareholder approval.

A Fund may not purchase securities on margin, except (i) as otherwise provided under rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the Fund may obtain such short-term credits as are necessary for the clearance of portfolio transactions, and the Fund may make margin payments in connection with futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments.

41 

Table of Contents 

 

The following is a description of certain operating policies Concentrated Growth has adopted but that are not fundamental and are subject to change without shareholder approval:

(a) The Fund may not purchase securities on margin, except (i) as otherwise provided under rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof, and (ii) that the Fund may obtain such short-term credits as are necessary for the clearance of portfolio transactions, and the Fund may make margin payments in connection with futures contracts, options, forward contracts, swaps, caps, floors, collars and other financial instruments.

(b) The Fund will not make short sales of securities or invest in put or call options.

(c) The Fund will not invest more than 5% of the value of its total assets in securities that cannot be readily resold to the public because of legal or contractual restrictions or because there are no market quotations readily available or in other “illiquid” securities (as determined pursuant to rules adopted by the SEC under the 1940 Act or by guidance regarding the 1940 Act, or interpretations thereof). For purposes of this policy, illiquid securities do not include securities eligible for resale pursuant to Rule 144A under the Securities Act that have been determined to be liquid by the Fund’s Board of Directors based upon the trading markets for such securities.

MANAGEMENT OF THE FUNDS

 

Adviser

The Adviser, a Delaware limited partnership with principal offices at 501 Commerce Street, Nashville, TN 37203, has been retained under an investment advisory agreement (the “Advisory Agreement”) to provide investment advice and, in general, to conduct the management and investment program of each of the Funds under the supervision of each Fund’s Board (see “Management of the Funds” in the Prospectus). The Adviser is an investment adviser registered under the Investment Advisers Act of 1940, as amended.

The Adviser is a leading global investment management firm supervising client accounts with assets as of June 30, 2023, totaling approximately $692 billion. The Adviser provides management services for many of the largest U.S. public and private employee benefit plans, endowments, foundations, public employee retirement funds, banks, insurance companies and high net worth individuals worldwide.

42 

Table of Contents 

 

 

As of June 30, 2023, the ownership structure of the Adviser, expressed as a percentage of general and limited partnership interests, was as follows:

  Equitable Holdings and its subsidiaries 59.9 %  
  AllianceBernstein Holding L.P. 39.3    
  Unaffiliated holders 0.8    
    100.0 %  

 

Equitable Holdings, Inc. (formerly AXA Equitable Holdings, Inc.) (“EQH”) is a leading financial services company in the U.S. and consists of two well-established principal franchises, Equitable Financial Life Insurance Company and AllianceBernstein.

As of June 30, 2023, EQH owned approximately 3.5% of the issued and outstanding units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“AB Holding”). AllianceBernstein Corporation (an indirect wholly-owned subsidiary of EQH, “GP”) is the general partner of both AB Holding and the Adviser. The GP owns 100,000 general partnership units in AB Holding and a 1% general partnership interest in the Adviser.

Including both the general partnership and limited partnership interests in AB Holding and the Adviser, EQH and its subsidiaries have an approximate 61.4% economic interest in the Adviser as of June 30, 2023.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in EQH through an initial public offering. Since the initial sale, AXA has completed additional offerings (and related transactions). As a result, as of May 20, 2021, AXA no longer owns shares of EQH.

Sales that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Funds’ investment advisory agreements. In order to ensure that investment advisory services could continue uninterrupted in the event of a Change of Control Event, the Boards previously approved new investment advisory agreements with the Adviser, and shareholders of the Funds subsequently approved the new investment advisory agreements. These agreements became effective on November 13, 2019.

Advisory Agreements and Expenses

Under the Growth Fund’s Advisory Agreement, the Adviser serves as investment manager and adviser of the Fund, continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervision of the Fund’s Board.

Under the Advisory Agreements for Large Cap Growth, Concentrated Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic, Sustainable International Thematic, Select US Equity, Select US Long/Short, Global Core Equity, International Low

43 

Table of Contents 

 

Volatility Equity, Concentrated International Growth and Sustainable US Thematic, the Adviser furnishes advice and recommendations with respect to the Funds’ portfolio of securities and investments and provides persons satisfactory to the Board to act as officers of the Funds. Such officers and employees may be employees of the Adviser or its affiliates.

The Adviser is, under the Advisory Agreements, responsible for certain expenses incurred by a Fund, including, for example, office facilities, and any expenses incurred in promoting the sale of Fund shares (other than the portion of the promotional expenses borne by the Fund in accordance with an effective plan pursuant to Rule 12b-1 under the 1940 Act, and the costs of printing Fund prospectuses and other reports to shareholders and fees related to registration with the SEC and with state regulatory authorities).

The Funds, other than the Growth Fund, as noted below, have under their Advisory Agreements assumed the obligation for payment of all of their other expenses. As to the obtaining of services other than those specifically provided to the Funds by the Adviser, each Fund may employ its own personnel. The Advisory Agreements provide for reimbursement to the Adviser of the costs of certain non-advisory services provided to a Fund. Costs currently reimbursed include the costs of the Adviser’s personnel performing certain administrative services for the Funds, including clerical, accounting, legal and other services (“administrative services”), and associated overhead costs, such as office space, supplies and information technology. The administrative services are provided to the Funds on a fully-costed basis (i.e., includes each person’s total compensation and a factor reflecting the Adviser’s total cost relating to that person, including all related overhead expenses). The reimbursement of these costs to the Adviser will be specifically approved by the Boards. During the fiscal year ended July 31, 2023 for Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Concentrated Growth, Sustainable International Thematic, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic the amounts paid to the Adviser amounted to a total of $96,065, $83,227, $103,055, $106,919, $88,628, $100,357, $87,360, $92,688, $87,359, $105,942, $89,788 and $87,938 respectively, for these services.

Growth Fund is a series of The AB Portfolios (the “Trust”), a Massachusetts business trust. For the Growth Fund, the Adviser will furnish or pay the expenses of the Trust for office space, equipment, bookkeeping and clerical services, and fees and expenses of officers and trustees of the Trust who are affiliated with the Adviser.

The Advisory Agreements continue in effect from year-to-year provided that their continuance is specifically approved at least annually by a vote of the majority of the outstanding voting securities of each Fund or by the Directors/Trustees (“Directors”) including, in either case, by a vote of a majority of the Directors who are not parties to the Advisory Agreements or interested persons of any such party. Information about the most recent continuance of the Advisory Agreement for each Fund is set forth below.

In addition, to the extent that a Fund invests in AB Government Money Market Portfolio (except for the investment of any cash collateral from securities lending), the Adviser has contractually agreed to waive its management fee from the Fund and/or reimburse other

44 

Table of Contents 

 

expenses of the Fund in an amount equal to the Fund’s pro rata share of the AB Government Money Market Portfolio’s effective management fee. This agreement will remain in effect until October 31, 2024 and may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice of termination to the Fund at least 60 days prior to the end of the period from the effective date of the registration statement of that Fund to the effective date of the subsequent registration statement of that Fund incorporating the Fund’s annual financial statements (the “Period”). To the extent that a Fund invests securities lending cash collateral in the AB Government Money Market Portfolio, the Adviser has also agreed to waive a portion of the Fund’s share of the advisory fees of AB Government Money Market Portfolio.

Any material amendment to the Advisory Agreement must be approved by the vote of a majority of the outstanding securities of the relevant Fund and by the vote of a majority of the Directors who are not interested persons of the Fund or the Adviser. The Advisory Agreements are terminable without penalty on 60 days’ written notice by a vote of a majority of the Funds’ outstanding voting securities, by a vote of a majority of the Directors or by the Adviser, and will automatically terminate in the event of their assignment. The Advisory Agreements provide that, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or of reckless disregard of its obligations thereunder, the Adviser shall not be liable for any action or failure to act in accordance with its duties thereunder.

GROWTH FUND

For services under the terms of the Advisory Agreement, the Adviser receives a fee at an annualized rate of 0.75% of the first $2.5 billion of the Fund’s average daily net assets, 0.65% of the excess over $2.5 billion up to $5 billion of such assets, and 0.60% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. For the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021 the Adviser received under the Advisory Agreement the amount of $8,456,707, net of $281,900, which was voluntarily waived by the Adviser, $10,947,189, net of $48,655, which was voluntarily waived by the Adviser, and $11,026,295, respectively, in management fees from the Fund. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $37,855, $34,827 and $30,754 for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

45 

Table of Contents 

 

LARGE CAP GROWTH

Under the terms of the Advisory Agreement, the Fund has contractually agreed to pay a monthly fee to the Adviser at an annual rate of 0.60% of the first $2.5 billion, 0.50% of the excess over $2.5 billion up to $5 billion and 0.45% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. The Adviser has contractually agreed to waive certain fees and bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB 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 1.25% of average daily net assets for Class A shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. For the fiscal years of the Fund ended July 31, 2023, July 31, 2022 and July 31, 2021, the Adviser received from the Fund advisory fees of $84,304,271, $86,093,789 and $75,396,380, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $791,676, $651,567 and $676,161 for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

CONCENTRATED GROWTH

Effective as of May 7, 2020, under the terms of the Advisory Agreement, the Fund has contractually agreed to pay a monthly fee to the Adviser at an annualized rate of 0.65% of the Fund’s average daily net assets. Prior to May 7, 2020, the Fund paid a monthly fee to the Adviser at an annualized rate of 0.80% of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its management fees and/or to bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB 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 1.24%, 1.99%, 1.49%, 1.24%, 0.99%, 0.99% and 0.99% of average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I, Class Z and Advisor Class shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. For the fiscal years of the Fund ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received from the Fund advisory fees of $7,365,051, $8,960,129 and $6,538,395, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $14,356, $8,046 and $9,984 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

46 

Table of Contents 

 

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

DISCOVERY GROWTH

For its services under the Advisory Agreement, the Adviser receives a monthly fee at an annualized rate of 0.75% of the first $500 million of the Fund’s average daily net assets, 0.65% of the excess over $500 million of such net assets up to $1 billion and 0.55% of the excess over $1 billion of such net assets. During the fiscal years of the Fund ended July 31, 2023, July 31, 2022 and July 31, 2021, the Fund paid the Adviser total management fees of $16,584,266, $21,877,396 and $21,149,489, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $55,620, $48,365 and $34,881 for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SMALL CAP GROWTH

For its services under the terms of the Advisory Agreement, the Adviser receives a fee at an annualized rate of 0.75% of the first $2.5 billion of the Fund’s average daily net assets, 0.65% of the excess over $2.5 billion of such assets up to $5 billion and 0.60% of the excess over $5 billion of such assets. The advisory fees for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021 amounted to $28,323,315, $35,982,545 and $31,498,070, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $105,463, $82,771 and $53,520 for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SELECT US EQUITY

For its services under the terms of the Advisory Agreement, the Adviser receives a fee at an annualized rate of 1.00% of the average daily net assets of the Fund. Effective as of November 1, 2023, the Adviser has contractually agreed to waive its management fees and/or to bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB 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 1.50%, 2.25%, 1.25%, 1.75%, 1.50% and 1.25% of average daily net assets, respectively, for Class A, Class C, Advisor Class, Class R, Class K and Class I shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. Prior to November 1, 2023, the Adviser had contractually

47 

Table of Contents 

 

agreed to waive its management fees and/or to bear certain expenses of the Fund to the extent necessary to prevent total Fund operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB 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 1.55%, 2.30%, 1.30%, 1.80%, 1.55% and 1.30% of average daily net assets, respectively, for Class A, Class C, Advisor Class, Class R, Class K and Class I shares. For the fiscal years of the Fund ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received from the Fund management fees of $2,126,439 (net of $2,170, which was waived by the Adviser pursuant to the expense limitation agreement), $2,225,527 (net of $1,414, which was waived by the Adviser pursuant to the expense limitation agreement) and $2,093,125 (net of $1,645, which was waived by the Adviser pursuant to the expense limitation agreement), respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $5,684, $4,521 and $3,510 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

In addition, effective October 1, 2023, the Adviser voluntarily agreed to waive its management fees in the amount of 0.05% of the Fund’s average daily net assets. The Adviser will provide at least 30 days’ notice to the Fund’s Board prior to removing this waiver.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SELECT US LONG/SHORT

For its services under the terms of the Advisory Agreement, the Adviser receives a fee at an annualized rate of 1.50% of the first $2.5 billion of the Fund’s average daily net assets and 1.475% of the excess over $2.5 billion. The Adviser has contractually agreed to waive its management fees and/or to bear certain expenses of the Fund through October 31, 2024 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 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 1.90%, 2.65%, 1.65%, 2.15%, 1.90% and 1.65% of average daily net assets, respectively, for Class A, Class C, Advisor Class, Class R, Class K and Class I shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. No reimbursement payment will be made that would cause the Fund’s total annualized operating expenses to exceed the total expense amount set forth above for each class. For the fiscal years of the Fund ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received management fees of $23,599,212 (net of $516, which was waived by the Adviser pursuant to the expense limitation agreement), $24,242,906 (net of $19, which was waived by the Adviser pursuant to the expense limitation agreement) and $18,277,374 (net of $74, which was waived by the Adviser pursuant to the expense limitation agreement), respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived

48 

Table of Contents 

 

its investment management fee from the Fund in the amount of $719,417, $468,335 and $304,340 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SUSTAINABLE GLOBAL THEMATIC FUND

Effective as of June 18, 2021, for its services under the terms of the Advisory Agreement, the Adviser receives a quarterly fee equal to the following percentages of the value of the Fund’s aggregate net assets at the close of business on the last business day of the previous quarter: 1/4 of 0.65% of the first $2.5 billion; 1/4 of 0.55% of the excess over $2.5 billion up to $5 billion; and 1/4 of 0.50% of the excess over $5 billion. Prior to June 18, 2021, the Adviser received a quarterly fee equal to the following percentages of the value of the Fund’s aggregate net assets at the close of business on the last business day of the previous quarter: 1/4 of 0.75% of the first $2.5 billion; 1/4 of 0.65% of the excess over $2.5 billion up to $5 billion; and 1/4 of 0.60% of the excess over $5 billion. For the fiscal years of the Fund ended July 31, 2023, July 31, 2022 and July 31, 2021, the Adviser received from the Fund advisory fees of $12,191,617, $14,532,182 and $14,506,316, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $75,442, $46,339 and $64,677 for the fiscal years ended July 31, 2023, July 31, 2022 and July 31, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SUSTAINABLE INTERNATIONAL THEMATIC

Effective as of June 18, 2021, for its services under the terms of the Advisory Agreement, the Adviser receives a fee of 0.65% of the first $2.5 billion, 0.55% of the excess over $2.5 billion up to $5 billion and 0.50% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. Prior to June 18, 2021 the Adviser received a fee of 0.75% of the first $2.5 billion, 0.65% of the excess over $2.5 billion up to $5 billion and 0.60% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. Effective as of June 18, 2021, the Adviser has contractually agreed to waive its management fees and/or to bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Funds in which the Fund may invest, interest expense, and extraordinary expenses), on an annualized basis, from exceeding 1.50%, 2.25%, 1.75%, 1.50%, 1.25%, 1.25% and 1.25% of aggregate average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I, Advisor Class and Class Z shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. Prior to June 18, 2021, the Adviser had contractually agreed to waive its management fees and/or bear certain expenses of the Fund to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and

49 

Table of Contents 

 

expenses other than the advisory fees of any AB Funds in which the Fund may invest, interest expense, and extraordinary expenses), on an annualized basis, from exceeding 1.60%, 2.35%, 1.85%, 1.60%, 1.35% and 1.35% of aggregate average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I and Advisor Class shares. For the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021 the Adviser received from the Fund advisory fees of $4,841,490, $5,470,313 and $4,481,796, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $43,824, $29,934 and $25,445 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

GLOBAL CORE EQUITY

For its services under the terms of the Advisory Agreement, the Adviser receives a monthly fee at an annualized rate of 0.75% of the first $2.5 billion, 0.65% of the excess over $2.5 billion up to $5 billion and 0.60% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. The Adviser has contractually agreed to waive its management fees and/or to bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB 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 1.15%, 1.90%, 0.90%, 1.40%, 1.15%, 0.90% and 0.90% of average daily net assets, respectively, for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. 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 amounts listed above. For the fiscal years of the Fund ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received from the Fund advisory fees of $17,714,447, $19,648,315 and $14,023,977, respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $4,581, $4,455 and $3,828 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

INTERNATIONAL LOW VOLATILITY EQUITY

Effective as of November 4, 2020, under the terms of the Advisory Agreement, the Fund has contractually agreed to pay a monthly fee to the Adviser at an annualized rate of 0.65% of the first $2.5 billion of the Fund’s average daily net assets, 0.55% of the excess of $2.5 billion up to $5 billion, and 0.50% of the excess over $5 billion. Prior to November 4, 2020, the

50 

Table of Contents 

 

Fund paid a monthly fee to the Adviser at an annualized rate of 0.75% of the first $2.5 billion of the Fund’s average daily net assets, 0.65% of the excess of $2.5 billion up to $5 billion, and 0.60% of the excess over $5 billion. Effective as of November 4, 2020, the Adviser has contractually agreed to waive its management fees and/or bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Funds in which the Fund may invest, interest expense, expenses on securities sold short, brokerage commissions and other transaction costs, taxes and extraordinary expenses), on an annualized basis, from exceeding 1.00%, 1.75%, 0.75% and 0.75% of average daily net assets, respectively, for Class A, Class C, Advisor Class and Class Z shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. Prior to November 4, 2020, the Adviser had contractually agreed to waive its management fees and/or bear certain expenses of the Fund to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Funds in which the Fund may invest, interest expense, expenses on securities sold short, brokerage commissions and other transaction costs, taxes and extraordinary expenses), on an annualized basis, from exceeding 1.20%, 1.95%, 0.95% and 0.95% of average daily net assets, respectively, for Class A, Class C, Advisor Class and Class Z shares. Fees waived and expenses borne by the Adviser are subject to reimbursement until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne. No reimbursement payment will be made that would cause a Fund’s total annualized operating expenses to exceed the amounts listed above. For the fiscal years of the Fund ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received from the Fund advisory fees of $4,039,016, $4,435,108 and $3,882,587 (net of $42,244, $15 and $27, respectively, which was waived by the Adviser pursuant to the expense limitation agreement), respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $16,043, $23,535 and $17,962 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

CONCENTRATED INTERNATIONAL GROWTH

Effective as of May 7, 2020, for its services under the terms of the Advisory Agreement, the Adviser receives a monthly fee at an annualized rate of 0.75% of the Fund’s average daily net assets. Prior to May 7, 2020, for its services under the terms of the Advisory Agreement, the Adviser received a monthly fee at an annualized rate of 0.85% of the Fund’s average daily net assets. Effective as of March 2, 2020, the Adviser has contractually agreed to waive its management fees and/or bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding Acquired Fund Fees and Expenses other than the advisory fees of any AB Fund in which the Fund may invest, interest expense, brokerage commissions and other transaction costs, taxes and extraordinary expenses), on an annualized basis, from exceeding 1.15%, 1.90%, 1.40%, 1.15%, 0.90%, 0.90% and 0.90% of average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class

51 

Table of Contents 

 

I, Class Z and Advisor Class shares. This fee waiver and/or expense reimbursement agreement may only be terminated or changed with the consent of the Fund’s Directors. In addition, the agreement will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the Period. Prior to March 2, 2020 the Adviser had contractually agreed to waive its management fees and/or bear certain expenses of the Fund to the extent necessary to prevent total Fund operating expenses (excluding Acquired Fund Fees and Expenses other than the advisory fees of any AB Fund in which the Fund may invest, interest expense, brokerage commissions and other transaction costs, taxes and extraordinary expenses), on an annualized basis, from exceeding 1.30%, 2.05%, 1.55%, 1.30%, 1.05%, 1.05% and 1.05% of average daily net assets, respectively, for Class A, Class C, Class R, Class K, Class I, Class Z and Advisor Class shares. Fees waived and expenses borne by the Adviser are subject to reimbursement until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne. No reimbursement payment will be made that would cause the Fund’s total annualized operating expenses to exceed the amounts listed above. For the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Adviser received from the Fund advisory fees of $2,935,652 (net of $6, which was waived by the Adviser pursuant to the expense limitation agreement), $3,587,882 and $2,349,687 (net of $80,618, which was waived by the Adviser pursuant to the expense limitation agreement), respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $13,176, $12,955 and $9,382 for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

SUSTAINABLE US THEMATIC

Effective as of August 23, 2021, under the terms of the Advisory Agreement and the Advisory Fee Waiver (as defined below), the Fund pays a monthly fee to the Adviser at an annual rate of 0.55% of the first $2.5 billion, 0.50% of the excess over $2.5 billion up to $5 billion and 0.45% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. Prior to August 23, 2021, under the prior investment advisory agreement, the Fund paid the Adviser a base fee calculated and accrued daily at an annualized rate of 0.55% of the Fund’s average daily net assets and a performance-related fee that adjusted the base fee upward or downward, depending on the Fund’s performance relative to its benchmark. Effective as of August 23, 2021, the Adviser has contractually agreed to waive fees and/or to bear certain expenses of the Fund through October 31, 2024 to the extent necessary to prevent total Fund operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB 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 0.90%, 1.65%, 0.65% and 0.65% of average daily net assets, respectively, for Class A, Class C, Advisor Class and Class Z shares (“expense limitations”). The expense limitations may only be terminated or changed with the consent of the Fund’s Directors. In addition, the expense limitations will be automatically extended for one-year terms unless the Adviser provides notice to the Fund at least 60 days prior to the end of the period. The Adviser had contractually agreed to waive fees during the period from August 23, 2021 until December 31, 2021 (“Advisory Fee Waiver”), so that the investment advisory fee was the lesser of (i) the amount payable under the current advisory agreement or (ii) the amount that would have been payable under the prior performance-based advisory fee agreement. Under the terms of this waiver, the Fund

52 

Table of Contents 

 

paid the amount that would have been payable under the prior investment advisory agreement and the Adviser waived its fees and bore certain expenses to the extent necessary to limit total expenses (other than advisory fees and other excluded expenses) on an annual basis from exceeding 0.10% of average daily net assets for Advisor Class shares. Prior to August 23, 2021, the Adviser had contractually agreed to waive fees and/or to bear certain expenses of the Fund to the extent necessary to prevent total other expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB 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 0.05% of average daily net assets for Advisor Class shares. In addition, prior to August 23, 2021 the Adviser had agreed to waive its management fee by limiting the Fund’s accrual of the management fee (base fee plus performance adjustment) on any day to the amount corresponding to the maximum fee rate multiplied by the Fund’s current net assets if such amount is less than the amount that would have been accrued based on the Fund’s average daily net assets for the performance period. For the fiscal year ended June 30, 2023, the Adviser earned advisory fees of $256,997 from the Fund (net of $389,707, which was waived by the Adviser pursuant to the expense limitation agreement). For the 6-month fiscal period ended June 30, 2022, the Adviser earned advisory fees of $181,061 from the Fund (net of $197,959, which were waived by the Adviser). For the fiscal years ended December 31, 2021 and December 31, 2020, the Adviser earned advisory fees of $0 from the Fund (net of $373,173, which were waived by the Adviser) and $1,314,818 (net of $210,327, which were waived by the Adviser), respectively. In connection with the investment by the Fund in the AB Government Money Market Portfolio, the Adviser waived its investment management fee from the Fund in the amount of $6,729, $3,107, $5,147 and $9,133 for the fiscal year ended June 30, 2023, the 6-month fiscal period ended June 30, 2022 and the fiscal years ended December 31, 2021 and December 31, 2020, respectively.

Most recently, continuance of the Fund’s Advisory Agreement was approved for an additional annual term by a vote of the Board at its meetings held on May 2-4, 2023.

ALL FUNDS

The Adviser acts as an investment adviser to other persons, firms or corporations, including investment companies, and is the investment adviser to AB Active ETFs, Inc., AB Bond Fund, Inc., AB Cap Fund, Inc., AB Corporate Shares, AB Core Opportunities Fund, Inc., AB Discovery Growth Fund, Inc., AB Equity Income Fund, Inc., AB Fixed-Income Shares, Inc., AB Global Bond Fund, Inc., AB Global Real Estate Investment Fund, Inc., AB Global Risk Allocation Fund, Inc., AB High Income Fund, Inc., AB Institutional Funds, Inc., AB Large Cap Growth Fund, Inc., AB Municipal Income Fund, Inc., AB Municipal Income Fund II, AB Relative Value Fund, Inc., AB Sustainable Global Thematic Fund, Inc., AB Sustainable International Thematic Fund, Inc., AB Trust, AB Variable Products Series Fund, Inc., Bernstein Fund, Inc. Sanford C. Bernstein Fund, Inc., Sanford C. Bernstein Fund II, Inc. and The AB Portfolios, all registered open-end investment companies; and to AllianceBernstein Global High Income Fund, Inc., AB Multi-Manager Alternative Fund and AllianceBernstein National Municipal Income Fund, Inc., all registered closed-end investment companies. The registered investment companies for which the Adviser serves as investment adviser are referred to collectively below as the “AB Fund Complex”, while all of these investment companies, except Bernstein Fund, Inc., Sanford C. Bernstein Fund, Inc., and AB Multi-Manager Alternative Fund, are referred to collectively below as the “AB Funds”.

53 

Table of Contents 

 

Board of Directors Information

The Boards are comprised of the same Directors for all Funds. Certain information concerning the Directors is set forth below.

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             
INDEPENDENT DIRECTORS            
             

Garry L. Moody,+^

Chairman of the Board

71

(2008 – Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic, Sustainable International Thematic)

(2011 – Select US Equity) (2012 – Select US Long/Short)

(2014 – Concentrated Growth, Global Core Equity, Concentrated International Growth)

(2015 – International Low Volatility Equity)

(2017 – Sustainable US Thematic)

  Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He served as a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, from October 2019 through September 2023, where he also served as Chairman of the Governance Committee, from October 2021 through September 2023. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.   77   None

 

54 

Table of Contents 

 

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             

Jorge A. Bermudez,+

72

(2020)

  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008; Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007; and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.   77   Moody’s Corporation since April 2011
             

Michael J. Downey,+

79
(2005 – Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic, Sustainable International Thematic)

(2011 – Select US Equity) (2012 – Select US Long/Short)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has   77   None

 

55 

Table of Contents 

 

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             

(2014 – Concentrated Growth,

Global Core Equity,

Concentrated International

Growth)

(2015 – International Low Volatility Equity)

(2017 – Sustainable US Thematic)

  served as a director or trustee of the AB Funds since 2005.        
             

Nancy P. Jacklin,+

75

(2006 – Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic, Sustainable International Thematic)

(2011 – Select US Equity) (2012 – Select US Long/Short)

(2014 – Concentrated Growth, Global Core Equity, Concentrated International Growth)

(2015 – International Low Volatility Equity)

(2017 – Sustainable US Thematic)

 

  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and served as Chair of the Governance and Nominating Committees of the AB Funds from August 2014 until August 2023.   77   None
             

Jeanette W. Loeb,+

71

(2020)

  Private Investor since prior to 2018. Director of New York City Center since 2005. Formerly, Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to April 2023. She   77   None

56 

Table of Contents 

 

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             
    was a director of Apollo Investment Corp. (business development company) from August 2011 to July 2023 and a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020 and serves as Chair of the Governance and Nominating Committees of the AB Funds since August 2023.        
             

Carol C. McMullen,+

68

(2016 – Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, Sustainable Global Thematic, Sustainable International Thematic, Select US Equity, Select US Long/Short, Concentrated Growth, Global Core Equity, Concentrated International Growth, International Low Volatility Equity)

(2017 – Sustainable US Thematic)

  Private Investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair since June 2023. Formerly, Managing Director of Slalom Consulting (consulting) from 2014 until July 2023; Member, Mass General Brigham (formerly, Partners Healthcare) Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and   77   None

 

57 

Table of Contents 

 

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             
    Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such Funds since February 2023.        
             

Marshall C. Turner, Jr.,+

82

(1992 – Sustainable Global Thematic)

(2005 – Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth, Sustainable International Thematic)

(2011 – Select US Equity) (2012 – Select US Long/Short)

(2014 – Concentrated Growth, Global Core Equity, Concentrated International Growth)

(2015 – International Low Volatility Equity)

(2017 – Sustainable US Thematic)

  Private Investor since prior to 2018. Former Chairman and CEO of DuPont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.   77   None

58 

Table of Contents 

 

NAME, ADDRESS,* AGE AND (YEAR ELECTED**)   PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION     PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY TRUSTEE OR DIRECTOR   OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY TRUSTEE OR DIRECTOR
             
INTERESTED DIRECTOR            
             

Onur Erzan,#

47

(2021)

  Senior Vice President of the Adviser++, Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent over 19 years with McKinsey (management and consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.   77   None

_______________

* The address for each of the Fund’s Directors is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.
** There is no stated term of office for the Funds’ Directors.
+ Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.
++ The Adviser is an affiliate of the Funds.
# Mr. Erzan is an “interested person,” as defined in Section 2(a)(19) of the 1940 Act, of the Funds because of his affiliation with the Adviser.
^ Mr. Moody became Chairman of the Board effective January 1, 2023.

 

The business and affairs of each Fund are overseen by the Board. Directors who are not “interested persons” of the Fund as defined in the 1940 Act, are referred to as “Independent Directors”, and Directors who are “interested persons” of the Fund are referred to as “Interested Directors”. Certain information concerning the Fund’s governance structure and each Director is set forth below.

59 

Table of Contents 

 

Experience, Skills, Attributes and Qualifications of the Funds’ Directors. The Governance and Nominating Committee of each Fund’s Board, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by shareholders at any annual or special meeting of shareholders. In evaluating a candidate for nomination or election as a Director, the Governance and Nominating Committee considers the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Board believes contributes to good governance for the Fund. In assessing diversity of experience, the Governance and Nominating Committee takes account of a candidate’s educational and professional background, but also the diversity of experience a candidate derives from race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background. Additional information concerning the Governance and Nominating Committee’s consideration of nominees appears in the description of the Committee below.

Each Fund’s Board believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes and skills, which allow the Board to operate effectively in governing the Fund and protecting the interests of shareholders. The Board of each Fund has concluded that, based on each Director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified and should continue to serve as such.

In determining that a particular Director was and continues to be qualified to serve as a Director, each Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, each Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director’s commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that each should continue to serve. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board’s conclusion that the Director should serve (or continue to serve) as trustee or director of the Fund, is provided in the table above and in the next paragraph.

Among other attributes and qualifications common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the Fund’s independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In addition to his or her service as a Director of the Fund and other AB Funds as noted in the table above: Mr. Bermudez has extensive experience in the financial services industry, including risk management, from his service in various senior executive positions, including as Chief Risk Officer, of a large global financial services company, as a director and Audit Chair of a Federal Reserve Bank and a director of a large public company, and as Chairman or director or trustee of numerous non-profit organizations; Mr. Downey has experience in the investment advisory business including as Chairman and Chief Executive Officer of a large fund complex and as director of a number of non-AB funds and as Chairman of a non-AB closed-end fund; Mr. Erzan has experience as an executive of the Adviser with responsibility for, among other things, the AB Funds and at a management consulting firm; Ms. Jacklin has experience as a financial services

60 

Table of Contents 

 

regulator, as U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), as a financial services lawyer in private practice, and served as Chair of the Governance and Nominating Committees of the AB Funds from August 2014 until August 2023; Ms. Loeb has extensive experience in the financial services industry and in business more generally, including as a former executive and partner of a large global financial services company and as Chief Executive Officer of a private e-commerce company, a director and audit committee member of a large publicly traded business development company and former director of a fund of hedge funds, and a director or trustee of numerous non-profit organizations including the United Nations Development Corporation and New York City Center and has served as Chair of the Governance and Nominating Committees of the AB Funds since August 2023; Ms. McMullen has experience in talent management for a global technology consulting firm, serves on the advisory board of a privately held e-commerce company, has served as director of a variety of privately held firms and non-profit boards (including as director of one of the 10 largest healthcare systems in the U.S. and Chair of a top U.S. community hospital), has extensive asset management industry experience including as Director of Global Investment Research for a major fund company and President of Wealth Management for a regional bank and has served as Chair of the Audit Committees of the AB Funds since February 2023; Mr. Moody, a certified public accountant, has extensive experience in the asset management industry as a senior executive of a large fund complex and as Vice Chairman and U.S. and Global Investment Management Practice Managing Partner for a major accounting firm, and was previously a member of the Board of Governors of the Investment Company Institute, the leading association representing regulated funds, including mutual funds, exchange-traded funds and closed-end funds, and a member of the Governing Council of the Independent Directors Council, a group created by the Investment Company Institute that aims to advance the education, communication and policy positions of investment company independent directors, and he is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023, served as Chairman of the Audit Committees of the AB Funds from 2008 through February 2023 and has served as a director or trustee of the AB Funds since 2008; and Mr. Turner has experience as a director (including Chairman and Chief Executive Officer of a number of companies) and as a venture capital investor including prior service as general partner of three institutional venture capital partnerships, and served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from February 2014 through December 2022. The disclosure herein of a director’s experience, qualifications, attributes and skills does not impose on such director any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such director as a member of the Board and any committee thereof in the absence of such experience, qualifications, attributes and skills.

Board Structure and Oversight Function. Each Fund’s Board is responsible for oversight of that Fund. Each Fund has engaged the Adviser to manage the Fund on a day-to-day basis. Each Board is responsible for overseeing the Adviser and the Fund’s other service providers in the operations of that Fund in accordance with the Fund’s investment objective and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable Federal, state and other securities and other laws, and the Fund’s charter and bylaws. Each Board meets at regularly scheduled meetings four times throughout the year. In addition, the Directors may meet at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of

61 

Table of Contents 

 

management. As described below, each Board has established three standing committees – the Audit, Governance and Nominating and Independent Directors Committees – and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may, from time to time, engage consultants and other advisors, to assist them in performing their oversight responsibilities.

An Independent Director serves as Chairman of each Board. The Chairman’s duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that a Board’s leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chairman pursuant to certain 2003 regulatory settlements involving the Adviser.

Risk Oversight. Each Fund is subject to a number of risks, including investment, compliance and operational risks, including cyber risks. Day-to-day risk management with respect to a Fund resides with the Adviser or other service providers (depending on the nature of the risk), subject to supervision by the Adviser. Each Board has charged the Adviser and its affiliates with (i) identifying events or circumstances, the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.

Risk oversight forms part of a Board’s general oversight of a Fund’s investment program and operations and is addressed as part of various regular Board and committee activities. Each Fund’s investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Chief Risk Officer of the Adviser), the Fund’s Chief Compliance Officer, the Fund’s independent registered public accounting firm, the Adviser’s internal legal counsel, the Adviser’s Chief Compliance Officer and internal auditors for the Adviser, as appropriate, regarding risks faced by the Fund and the Adviser’s risk management programs. In addition, the Directors receive regular updates on cyber security matters from the Adviser.

Not all risks that may affect a Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-

62 

Table of Contents 

 

effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals. As a result of the foregoing and other factors a Fund’s ability to manage risk is subject to substantial limitations.

Board Committees. Each Fund’s Board has three standing committees — an Audit Committee, a Governance and Nominating Committee and an Independent Directors Committee. The members of the Audit, Governance and Nominating, Fair Value Pricing and Independent Directors Committees are identified above.

The function of the Audit Committee is to assist the Boards in their oversight of each Fund’s accounting and financial reporting policies and practices. The Audit Committee of Growth Fund, Large Cap Growth, Discovery Growth, Sustainable Global Thematic and Sustainable International Thematic each met three times during the Funds’ most recently completed fiscal year. The Audit Committee of Concentrated Growth, Concentrated International Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Small Cap Growth and Sustainable US Thematic each met three times during the Funds’ most recently completely fiscal year.

The function of the Governance and Nominating Committee includes the nomination of persons to fill any vacancies or newly created positions on the Boards. The Governance and Nominating Committee of Growth Fund, Large Cap Growth, Discovery Growth, Concentrated Growth, Small Cap Growth, Select US Equity, Select US Long/Short, Sustainable Global Thematic, Sustainable International Thematic, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic each met three times during the Funds’ most recently completed fiscal year.

The Board has adopted a charter for its Governance and Nominating Committee. Pursuant to the charter, the Committee assists the Board in carrying out its responsibilities with respect to governance of the Fund and identifies, evaluates, selects and nominates candidates for the Board. The Committee may also set standards or qualifications for Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of the Board and its committees, and whether there are health or other reasons that might affect the Director’s ability to perform his or her duties. The Committee may consider candidates as Directors submitted by the Fund’s current Board members, officers, the Adviser, shareholders and other appropriate sources.

Pursuant to the charter, the Governance and Nominating Committee will consider candidates for nomination as a trustee submitted by a shareholder or group of shareholders who have beneficially owned at least 5% of the Fund’s common stock or shares of beneficial interest for at least two years at the time of submission and who timely provide specified information about the candidates and the nominating shareholder or group. To be timely for consideration by the Governance and Nominating Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of the Funds not less than 120 days before the date of the proxy statement for the previous year’s

63 

Table of Contents 

 

annual meeting of shareholders. If the Funds did not hold an annual meeting of shareholders in the previous year, the submission must be delivered or mailed and received within a reasonable amount of time before the Funds begin to print and mail its proxy materials. Public notice of such upcoming annual meeting of shareholders may be given in a shareholder report or other mailing to shareholders or by other means deemed by the Governance and Nominating Committee or the Board to be reasonably calculated to inform shareholders.

Shareholders submitting a candidate for consideration by the Governance and Nominating Committee must provide the following information to the Governance and Nominating Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the shareholder or an associated person of the shareholder as defined below; (C) the class or series and number of all shares of a Fund owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the shareholder believes that the candidate is or will be an “interested person” of the Funds (as defined in the 1940 Act) and, if believed not to be an “interested person,” information regarding the candidate that will be sufficient for the Funds to make such determination; and (F) information as to the candidate’s knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors’ and officers’ questionnaire if elected; (iv) the shareholder’s consent to be named as such by the Funds; (v) the class or series and number of all shares of a fund of the Funds owned beneficially and of record by the shareholder and any associated person of the shareholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Funds’ record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the shareholder. “Associated person of the shareholder” means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the shareholder or (b) the associated person of the shareholder.

The Governance and Nominating Committee may require the shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the shareholder to serve on the Board. If the shareholder fails to provide such other information in writing within seven days of receipt of written request from the Governance and Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Committee.

The Governance and Nominating Committee will consider only one candidate submitted by such a shareholder or group for nomination for election at an annual meeting of

64 

Table of Contents 

 

shareholders. The Governance and Nominating Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by shareholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate’s relevant knowledge, experience, and expertise, the candidate’s ability to carry out his or her duties in the best interests of the Funds, and the candidate’s ability to qualify as an Independent Director or Trustee. When assessing a candidate for nomination, the Committee considers whether the individual’s background, skills, and experience will complement the background, skills and experience of other nominees and will contribute to the diversity of the Board.

The function of the Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Advisory and Distribution Services Agreements. The Independent Directors Committee of Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic met ten times during the Funds’ most recently completed fiscal year. The Independent Directors Committee of Sustainable International Thematic, Global Core Equity, Select US Equity, Select US Long/Short, Concentrated Growth, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic each met nine times during the Funds’ most recently completed fiscal year.

The dollar range of each Fund’s securities owned by each Director or Trustee and the aggregate dollar range of securities of funds in the AB Fund Complex owned by each Director are set forth below.

 

DOLLAR RANGE

OF EQUITY

SECURITIES IN

GROWTH

FUND AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

LARGE CAP

GROWTH AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

CONCENTRATED

GROWTH AS OF

DECEMBER 31, 2022

       
Jorge A. Bermudez None $10,001-$50,000 $10,001-$50,000
Michael J. Downey None None None
Onur Erzan None None None
Nancy P. Jacklin None None None
Jeanette W. Loeb None None None
Carol C. McMullen None None None
Garry L. Moody Over $100,000 Over $100,000 Over $100,000
Marshall C. Turner, Jr. None None Over $100,000

 

65 

Table of Contents 

 

 

 

DOLLAR RANGE

OF EQUITY

SECURITIES IN

DISCOVERY

GROWTH AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

SMALL CAP

GROWTH AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

SELECT US

EQUITY AS OF

DECEMBER 31, 2022

       
Jorge A. Bermudez None None None
Michael J. Downey $50,001-$100,000 None None
Onur Erzan None None None
Nancy P. Jacklin $50,001-$100,000 None $50,001-$100,000
Jeanette W. Loeb None None None
Carol C. McMullen None None $10,001-$50,000
Garry L. Moody Over $100,000 Over $100,000 $50,001-$100,000
Marshall C. Turner, Jr. Over $100,000 $10,001-$50,000 None
       
 

DOLLAR RANGE

OF EQUITY

SECURITIES IN

SELECT US

LONG/SHORT AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

SUSTAINABLE INTERNATIONAL

THEMATIC AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

SUSTAINABLE

GLOBAL THEMATIC

AS OF

DECEMBER 31, 2022

       
Jorge A. Bermudez $10,001-$50,000 None None
Michael J. Downey None None Over $100,000
Onur Erzan None None None
Nancy P. Jacklin None None None
Jeanette W. Loeb $10,001-$50,000 None None
Carol C. McMullen None None $10,001-$50,000
Garry L. Moody $10,001-$50,000 None $50,001-$100,000
Marshall C. Turner, Jr. $10,001-$50,000 None $50,001-$100,000

 

 

DOLLAR RANGE

OF EQUITY

SECURITIES IN

GLOBAL CORE

EQUITY AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

INTERNATIONAL

LOW VOLATILITY

EQUITY AS OF

DECEMBER 31, 2022

DOLLAR RANGE

OF EQUITY

SECURITIES IN

CONCENTRATED

INTERNATIONAL

GROWTH AS OF

DECEMBER 31, 2022

       
Jorge A. Bermudez None $10,001-$50,000 $10,001-$50,000
Michael J. Downey None None None
Onur Erzan None None None
Nancy P. Jacklin None None None
Jeanette W. Loeb None None None
Carol C. McMullen None None None
Garry L. Moody None None None
Marshall C. Turner, Jr. None None None

 

66 

Table of Contents 

 

 

 

DOLLAR RANGE OF

EQUITY SECURITIES IN

SUSTAINABLE US

THEMATIC AS OF

DECEMBER 31, 2022

AGGREGATE DOLLAR

RANGE OF EQUITY

SECURITIES IN THE AB

FUND COMPLEX AS OF

DECEMBER 31, 2022

 
       
Jorge A. Bermudez None Over $100,000  
Michael J. Downey None Over $100,000  
Onur Erzan None Over $100,000  
Nancy P. Jacklin None Over $100,000  
Jeanette W. Loeb None Over $100,000  
Carol C. McMullen None Over $100,000  
Garry L. Moody $50,001-$100,000 Over $100,000  
Marshall C. Turner, Jr. None Over $100,000  

 

Officer Information

Certain information concerning each Fund’s officers is set forth below.

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     
All Funds    
     

Onur Erzan,

47

President and Chief Executive Officer See biography above.
     

Nancy E. Hay,

51

Secretary/Clerk Senior Vice President and Counsel of the Adviser**, with which she has been associated since prior to 2018, and Assistant Secretary of AllianceBernstein Investments, Inc. (“ABI”)**.
     

Joseph J. Mantineo,

64

Treasurer and Chief

Financial Officer

Senior Vice President of ABIS**, with which he has been associated since prior to 2018.
     

Jennifer Friedland,

49

Chief Compliance Officer Vice President of the Adviser** since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser** in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.
     

Michael B. Reyes,

47

Senior Vice President Vice President of the Adviser**, with which he has been associated since prior to 2018.

67 

Table of Contents 

 

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     
Other Officers    
     
Growth Fund    
     

Bruce K. Aronow^,

57

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Co-Chief Investment Officer of Small and SMID Cap Growth Equities.
     

Frank V. Caruso^^,

67

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Chief Investment Officer of US Growth Equities.
     

John H. Fogarty,

53

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Co-Chief Investment Officer of US Growth Equities.
     

Vinay Thapar,

45

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Co-Chief Investment Officer of US Growth Equities.
     

Phyllis J. Clarke,

62

Controller and Chief Accounting Officer Vice President of ABIS**, with which she has been associated since prior to 2018.
     
Large Cap Growth    
     

Frank V. Caruso^^,

67

Vice President See above.
     

John H. Fogarty,

53

Vice President See above.
     

Vinay Thapar,

45

Vice President See above.
     

Phyllis J. Clarke,

62

Controller See above.

 

68 

Table of Contents 

 

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     
Concentrated Growth    
     

James Tierney, Jr.,

56

Vice President Senior Vice President, Chief Investment Officer of Concentrated U.S. Growth of the Adviser**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke,

62

Controller See above.
     
Discovery Growth    
     

Bruce K. Aronow^,

57

Vice President See above.
     

Esteban Gomez,

40

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Samantha S. Lau,

51

Vice President Senior Vice President of the Adviser**, with which she has been associated since prior to 2018. She is also Chief Investment Officer of Small and SMID Cap Growth Equities.
     

Heather Pavlak,

39

Vice President Senior Vice President of the Adviser**, with which she has been associated since 2018. Before joining the Adviser in 2018, she spent four years at Schroders Investment Management as an equity research analyst.
     

Wen-Tse Tseng,

57

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Stephen M. Woetzel,

51

Controller Senior Vice President of ABIS**, with which he has been associated since prior to 2018.
     
Small Cap Growth    
     

Bruce K. Aronow^,

57

Vice President See above.
     

Esteban Gomez,

40

Vice President See above.

 

69 

Table of Contents 

 

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     

Samantha S. Lau,

51

Vice President See above.
     

Heather Pavlak,

39

Vice President See above.
     

Wen-Tse Tseng,

57

Vice President See above.
     

Phyllis J. Clarke,

62

Controller See above.
     
Select US Equity    
     

Kurt A. Feuerman,

67

Vice President Senior Vice President and Chief Investment Officer, Select US Equity Portfolios of the Adviser**, with which he has been associated since prior to 2018.  
     

Anthony Nappo,

51

Vice President Senior Vice President and Co-Chief Investment Officer of Select US Equity Portfolios of the Adviser**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke,

62

Controller See above.
     
Select US Long/Short    
     

Kurt A. Feuerman,

67

Vice President See above.
     

Anthony Nappo,

51

Vice President See above.
     

Phyllis J. Clarke,

62

Controller See above.
     
Sustainable Global Thematic    
     

Daniel C. Roarty,

51

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.  He is also Chief Investment Officer of Sustainable Thematic Equities.

70 

Table of Contents 

 

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     

Benjamin Ruegsegger,

44

Vice President Senior Vice President and Senior Research Analyst of the Adviser**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke,

62

Controller See above.
     
Sustainable International Thematic    
     

Daniel C. Roarty,

51

Vice President See above.
     

Benjamin Ruegsegger,

44

Vice President See above.
     

Phyllis J. Clarke,

62

Controller See above.
     
Global Core Equity    
     

David Dalgas,

52

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Co-Chief Investment Officer of Global Core Equity since 2018.  
     

Klaus Ingemann,

49

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.  He is also Co-Chief Investment Officer of Global Core Equity since 2018.  
     

Phyllis J. Clarke,

62

Controller See above.
     
International Low Volatility Equity    
     

Kent Hargis,

55

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Co-Chief Investment Officer of Strategic Core Equities since 2018.

 

71 

Table of Contents 

 

NAME, ADDRESS,*

AND AGE

POSITION(S)

HELD WITH FUND

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

     

Brian Holland,

42

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Sammy Suzuki^^^,

52

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Head of Emerging Markets Equities and Co-Chief Investment Officer of Strategic Core Equities.
     

Phyllis J. Clarke,

62

Controller See above.
     
Concentrated International Growth    
     

Dev Chakrabarti,

46

Vice President Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Chief Investment Officer of Concentrated Global Growth.
     

Phyllis J. Clarke,

62

Controller See above.
     
Sustainable US Thematic    
     

Daniel C. Roarty,

51

Vice President See above.
     

Benjamin Ruegsegger,

44

Vice President See above.
     

Phyllis J. Clarke,

62

Controller See above.

___________________

* The address for each of the Funds’ Officers is 1345 Avenue of the Americas, New York, NY 10105.
** The Adviser, ABI and ABIS are affiliates of the Funds.
^ Mr. Aronow is expected to retire from the Adviser effective December 31, 2023.
^^ Mr. Caruso is expected to retire from the Adviser effective March 31, 2024.
^^^ Mr. Suzuki is expected to relinquish his role as portfolio manager of the Fund effective December 31, 2023.

 

The Funds do not pay any fees to, or reimburse expenses of, their Directors who are considered an “interested person” (as defined in Section 2(a)(19) of the 1940 Act) of the Funds. The aggregate compensation paid to each of the Directors by each Fund for the fiscal year ended June 30, 2023 or July 31, 2023, as applicable, the aggregate compensation paid to

72 

Table of Contents 

 

each of the Directors during calendar year 2022 by the AB Fund Complex and the total number of registered investment companies (and separate investment portfolios within the companies) in the AB Fund Complex with respect to which each of the Directors serves as a director, are set forth below. Neither the Funds nor any other registered investment company in the AB Fund Complex provides compensation in the form of pension or retirement benefits to any of its directors or trustees. Each of the Directors is a director of one or more other registered investment companies in the AB Fund Complex.

Name of Trustee or Director   Aggregate Compensation from Growth Fund   Aggregate Compensation from Large Cap Growth   Aggregate Compensation from Concentrated Growth   Aggregate Compensation from Discovery Growth
Jorge A. Bermudez   $ 4,110     $ 31,174     $ 4,143     $ 6,867  
Michael J. Downey   $ 4,110     $ 31,174     $ 4,143     $ 6,867  
Onur Erzan   $ 0     $ 0     $ 0     $ 0  
Nancy P. Jacklin   $ 4,727     $ 35,850     $ 4,764     $ 7,896  
Jeanette W. Loeb   $ 4,110     $ 31,174     $ 4,143     $ 6,867  
Carol C. McMullen   $ 4,310     $ 32,810     $ 4,341     $ 7,194  
Garry L. Moody   $ 5,437     $ 41,421     $ 5,481     $ 9,081  
Marshall C. Turner, Jr.   $ 5,052     $ 37,981     $ 5,090     $ 8,443  

 

Name of Trustee or Director   Aggregate Compensation from Small Cap Growth   Aggregate Compensation from Sustainable Global Thematic   Aggregate Compensation from Sustainable International Thematic   Aggregate Compensation from Global Core Equity
Jorge A. Bermudez   $ 9,041     $ 5,358     $ 3,467     $ 6,214  
Michael J. Downey   $ 9,041     $ 5,358     $ 3,467     $ 6,214  
Onur Erzan   $ 0     $ 0     $ 0     $ 0  
Nancy P. Jacklin   $ 10,397     $ 6,161     $ 3,987     $ 7,146  
Jeanette W. Loeb   $ 9,041     $ 5,358     $ 3,467     $ 6,214  
Carol C. McMullen   $ 9,454     $ 5,615     $ 3,638     $ 6,524  
Garry L. Moody   $ 11,934     $ 7,090     $ 4,594     $ 8,239  
Marshall C. Turner, Jr.   $ 11,156     $ 6,579     $ 4,246     $ 7,602  

 

Name of Trustee or Director   Aggregate Compensation from Select US Equity   Aggregate Compensation from Select US Long/Short   Aggregate Compensation from International Low Volatility Equity   Aggregate Compensation from Concentrated International Growth
Jorge A. Bermudez   $ 2,570     $ 4,894     $ 3,267     $ 2,869  
Michael J. Downey   $ 2,570     $ 4,894     $ 3,267     $ 2,869  
Onur Erzan   $ 0     $ 0     $ 0     $ 0  
Nancy P. Jacklin   $ 2,955     $ 5,629     $ 3,757     $ 3,300  
Jeanette W. Loeb   $ 2,570     $ 4,894     $ 3,267     $ 2,869  
Carol C. McMullen   $ 2,695     $ 5,119     $ 3,430     $ 3,012  
Garry L. Moody   $ 3,400     $ 6,452     $ 4,332     $ 3,801  
Marshall C. Turner, Jr.   $ 3,155     $ 6,056     $ 3,994     $ 3,515  

 

73 

Table of Contents 

 

 

Name of Trustee or Director   Aggregate Compensation from Sustainable US Thematic   Total Compensation from the AB Fund Complex, including the Funds   Total Number of Registered Investment Companies in the AB Fund Complex, including the Fund, as to which the Trustee or Director is a Director or Trustee   Total Number of Investment Portfolios within the AB Fund Complex, including the Fund, as to which the Trustee or Director is a Director or Trustee
Jorge A. Bermudez   $ 2,406     $ 330,000       28       77  
Michael J. Downey   $ 2,406     $ 330,000       28       77  
Onur Erzan   $ 0     $ 0       28       77  
Nancy P. Jacklin   $ 2,767     $ 379,500       28       77  
Jeanette W. Loeb   $ 2,406     $ 330,000       28       77  
Carol C. McMullen   $ 2,525     $ 330,000       28       77  
Garry L. Moody   $ 3,185     $ 396,000       28       77  
Marshall C. Turner, Jr.   $ 2,954     $ 478,500       28       77  

 

As of October 2, 2023, the Directors and officers of each of the Funds, as a group owned less than 1% of the shares of each Fund.

Additional Information About the Funds’ Portfolio Managers1

GROWTH FUND

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Growth Investment Team. Bruce K. Aronow, Frank V. Caruso, John H. Fogarty and Vinay Thapar are the investment professionals2 with the most significant responsibility for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar ranges of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of July 31, 2023 are set forth below.


1 As of June 30, 2023, employees of the Adviser had approximately $525,135 invested in shares of Sustainable International Thematic, $507,705 invested in shares of Select US Equity and approximately $26,845,842 in shares of all AB Mutual Funds (excluding AB Government Money Market Portfolio) through their interests in certain deferred compensation plans, including the Partners Compensation Plan, including both vested and unvested amounts. As of July 31, 2023, employees of the Adviser had approximately $274,578 invested in shares of Growth Fund, $655,434 invested in shares of Large Cap Growth, $581,686 invested in shares of Discovery Growth, $909,058 invested in shares of Small Cap Growth, $857,313 invested in shares of Sustainable Global Thematic, and approximately $27,596,149 invested in shares of all AB Mutual Funds (excluding AB Government Money Market Portfolio) through their interests in certain deferred compensation plans, including the Partners Compensation Plan, including both vested and unvested amounts.

 

2 Investment professionals at the Adviser include portfolio managers and research analysts. Investment professionals are part of investment groups (or teams) that service individual fund portfolios. The number of investment professionals assigned to a particular fund will vary from fund to fund.

 

74 

Table of Contents 

 

 

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
 
  Bruce K. Aronow $100,001-$500,000  
  Frank V. Caruso None  
  John H. Fogarty $100,001-$500,000  
  Vinay Thapar None  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of July 31, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Bruce K. Aronow 19 $33,610,000,000 None None
Frank V. Caruso 1 $22,000,000 None None
John H. Fogarty 5 $24,360,000,000 None None
Vinay Thapar 4 $24,338,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Bruce K. Aronow 55 $37,017,000,000 None None
Frank V. Caruso None None None None
John H. Fogarty 24 $39,100,000,000 None None
Vinay Thapar 24 $39,100,000,000 None None

 

75 

Table of Contents 

 

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Bruce K. Aronow 2,885 $11,361,000,000 2 $634,000,000
Frank V. Caruso None None None None
John H. Fogarty 2,869 $10,028,000,000 None None
Vinay Thapar 2,869 $10,028,000,000 None None

 

LARGE CAP GROWTH

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s U.S. Large Cap Growth Investment Team. Frank V. Caruso, John H. Fogarty and Vinay Thapar are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar ranges of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of July 31, 2023 are set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Frank V. Caruso None  
  John H. Fogarty $100,001-$500,000  
  Vinay Thapar $1-$10,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of July 31, 2023.

76 

Table of Contents 

 

 

REGISTERED INVESTMENT COMPANIES

(excluding the Fund)

Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Frank V. Caruso 2 $1,280,000,000 None None
John H. Fogarty 5 $24,844,000,000 None None
Vinay Thapar 3 $23,565,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Frank V. Caruso None None None None
John H. Fogarty 24 $39,100,000,000 None None
Vinay Thapar 24 $39,100,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Frank V. Caruso None None None None
John H. Fogarty 2,869 $10,028,000,000 None None
Vinay Thapar 2,869 $10,028,000,000 None None

 

CONCENTRATED GROWTH

The management of, and investment decisions for, the Fund’s portfolio are made by James Tierney. For additional information about the portfolio management of the Fund, see “Management of the Fund – Portfolio Managers” in the Fund’s Prospectus.

77 

Table of Contents 

 

 

The dollar range of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio manager as of June 30, 2023 is set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  James Tierney Over $1,000,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio manager also has day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
James Tierney 4 $598,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
James Tierney 13 $4,098,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
James Tierney 2,525 $11,584,000,000 None None

 

78 

Table of Contents 

 

 

DISCOVERY GROWTH

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s U.S. Small/Mid Cap Growth Investment Team. Bruce K. Aronow, Esteban Gomez, Samantha S. Lau, Heather Pavlak and Wen-Tse Tseng are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar ranges of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of July 31, 2023 are set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
 
  Bruce K. Aronow Over $1,000,000  
  Esteban Gomez $50,001-$100,000  
  Samantha S. Lau $100,001-$500,000  
  Heather Pavlak $50,001-$100,000  
  Wen-Tse Tseng $100,001-$500,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of July 31, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Bruce K. Aronow 19 $31,966,000,000 None None
Esteban Gomez 12 $5,039,000,000 None None
Samantha S. Lau 12 $5,039,000,000 None None
Heather Pavlak 12 $5,039,000,000 None None
Wen-Tse Tseng 12 $5,039,000,000 None None

 

79 

Table of Contents 

 

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Bruce K. Aronow 55 $37,017,000,000 None None
Esteban Gomez 33 $1,127,000,000 None None
Samantha S. Lau 33 $1,127,000,000 None None
Heather Pavlak 33 $1,127,000,000 None None
Wen-Tse Tseng 33 $1,127,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Bruce K. Aronow 2,885 $11,361,000,000 2 $634,000,000
Esteban Gomez 19 $2,168,000,000 2 $634,000,000
Samantha S. Lau 19 $2,168,000,000 2 $634,000,000
Heather Pavlak 19 $2,168,000,000 2 $634,000,000
Wen-Tse Tseng 19 $2,168,000,000 2 $634,000,000

 

SMALL CAP GROWTH

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Small Cap Growth Investment Team. Bruce K. Aronow, Esteban Gomez, Samantha S. Lau, Heather Pavlak and Wen-Tse Tseng are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar ranges of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of July 31, 2023 are set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Bruce K. Aronow Over $1,000,000  
  Esteban Gomez $50,001-$100,000  
  Samantha S. Lau $500,001-$1,000,000  

 

80 

Table of Contents 

 

 

  Heather Pavlak $50,001-$100,000  
  Wen-Tse Tseng $100,001-$500,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of July 31, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Bruce K. Aronow 19 $31,966,000,000 None None
Esteban Gomez 12 $5,039,000,000 None None
Samantha S. Lau 12 $5,039,000,000 None None
Heather Pavlak 12 $5,039,000,000 None None
Wen-Tse Tseng 12 $5,039,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Bruce K. Aronow 55 $37,017,000,000 None None
Esteban Gomez 33 $1,127,000,000 None None
Samantha S. Lau 33 $1,127,000,000 None None
Heather Pavlak 33 $1,127,000,000 None None
Wen-Tse Tseng 33 $1,127,000,000 None None

 

81 

Table of Contents 

 

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Bruce K. Aronow 2,885 $11,361,000,000 2 $634,000,000
Esteban Gomez 19 $2,168,000,000 2 $634,000,000
Samantha S. Lau 19 $2,168,000,000 2 $634,000,000
Heather Pavlak 19 $2,168,000,000 2 $634,000,000
Wen-Tse Tseng 19 $2,168,000,000 2 $634,000,000

 

SELECT US EQUITY

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Select Equity Portfolios Investment Team. Kurt A. Feuerman and Anthony Nappo are the investment professionals primarily responsible for the day-to-day management of the Funds’ portfolios. For additional information about the portfolio management of the Funds, see “Management of the Funds – Portfolio Managers” in the Funds’ Prospectus.

The dollar range of each Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of June 30, 2023 are set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Kurt A. Feuerman None*  
  Anthony Nappo $50,001-$100,000  

 

__________________

* Mr. Feuerman does not directly or beneficially own shares of the Fund. However, he invests through his foundation in the Select US Equity Limited Partnership, managed by the Adviser, which pursues a similar investment strategy as the Fund. Mr. Feuerman has over $1,000,000 invested in the Select US Equity Limited Partnership.

The following tables provide information regarding registered investment companies other than the Funds, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

82 

Table of Contents 

 

 

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Kurt A. Feuerman 4 $5,186,000,000 None None
Anthony Nappo 4 $5,186,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Kurt A. Feuerman 13 $4,566,000,000 None None
Anthony Nappo 13 $4,566,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Kurt A. Feuerman 11 $2,196,000,000 4 $1,778,000,000
Anthony Nappo 11 $2,196,000,000 4 $1,778,000,000

 

SELECT US LONG/SHORT

The management of, and investment decisions for, the Fund’s portfolios are made by the Adviser’s Select Equity Portfolios Investment Team. Kurt A. Feuerman and Anthony Nappo are the investment professionals primarily responsible for the day-to-day management of the Funds’ portfolios. For additional information about the portfolio management of the Funds, see “Management of the Funds – Portfolio Managers” in the Funds’ Prospectus.

The dollar range of each Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of June 30, 2023 are set forth below.

83 

Table of Contents 

 

 

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Kurt A. Feuerman None*  
  Anthony Nappo $100,001-$500,000  

 

__________________

* Mr. Feuerman does not directly or beneficially own shares of the Fund. However, he invests through his foundation in the Select US Long/Short Limited Partnership, managed by the Adviser, which pursues a similar investment strategy as the Fund. Mr. Feuerman has over $1,000,000 invested in the Select US Long/Short Limited Partnership.

The following tables provide information regarding registered investment companies other than the Funds, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Kurt A. Feuerman 4 $3,969,000,000 None None
Anthony Nappo 4 $3,969,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Kurt A. Feuerman 13 $4,566,000,000 None None
Anthony Nappo 13 $4,566,000,000 None None

 

84 

Table of Contents 

 

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Kurt A. Feuerman 11 $2,196,000,000 4 $1,778,000,000
Anthony Nappo 11 $2,196,000,000 4 $1,778,000,000

 

SUSTAINABLE GLOBAL THEMATIC

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Sustainable Thematic Equities Investment Team. Daniel C. Roarty and Benjamin Ruegsegger are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar range of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of July 31, 2023 is set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Daniel C. Roarty Over $1,000,000  
  Benjamin Ruegsegger $100,001-$500,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of July 31, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Daniel C. Roarty 21 $2,950,000,000 None None
Benjamin Ruegsegger 8 $768,000,000 None None

 

85 

Table of Contents 

 

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Daniel C. Roarty 90 $72,021,000,000 None None
Benjamin Ruegsegger 37 $14,660,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Daniel C. Roarty 1,053 $20,753,000,000 None None
Benjamin Ruegsegger 1,036 $3,615,000,000 None None

 

SUSTAINABLE INTERNATIONAL THEMATIC

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Sustainable Thematic Equities Investment Team. Daniel C. Roarty and Benjamin Ruegsegger are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

The dollar range of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of June 30, 2023 is set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Daniel C. Roarty $500,001-$1,000,000  
  Benjamin Ruegsegger None  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

86 

Table of Contents 

 

 

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Daniel C. Roarty 21 $4,528,000,000 None None
Benjamin Ruegsegger 8 $2,406,000,000 None None

 


OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Daniel C. Roarty 90 $70,678,000,000 None None
Benjamin Ruegsegger 37 $14,698,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Daniel C. Roarty 1,054 $19,069,000,000 None None
Benjamin Ruegsegger 1,037 $3,532,000,000 None None

 

GLOBAL CORE EQUITY

The management of, and investment decisions for, the Fund’s portfolio are made by an Investment Policy Team. David Dalgas and Klaus Ingemann are the investment professional primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus. As of June 30, 2023, the portfolio managers did not directly or beneficially own any equity securities of the Fund.

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables

87 

Table of Contents 

 

provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
David Dalgas 4 $343,000,000 None None
Klaus Ingemann 4 $343,000,000 None None

 


OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
David Dalgas 22 $3,579,000,000 None None
Klaus Ingemann 22 $3,579,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
David Dalgas 19 $8,675,000,000 3 $3,425,000,000
Klaus Ingemann 19 $8,675,000,000 3 $3,425,000,000

 

INTERNATIONAL LOW VOLATILITY EQUITY

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Strategic Core Equities Investment Team. Kent Hargis, Brian Holland and Sammy Suzuki are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Funds – Portfolio Managers” in the Fund’s Prospectus.

88 

Table of Contents 

 

The dollar range of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of June 30, 2023 is set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Kent Hargis $100,001-$500,000  
  Brian Holland $10,001-$50,000  
  Sammy Suzuki None  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Kent Hargis 13 $2,148,000,000 None None
Brian Holland 10 $889,000,000 None None
Sammy Suzuki 12 $1,020,000,000 None None

 


OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Kent Hargis 27 $7,260,000,000 None None
Brian Holland 20 $6,078,000,000 None None
Sammy Suzuki 26 $7,233,000,000 None None

 

89 

Table of Contents 

 

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Kent Hargis 2,971 $5,689,000,000 None None
Brian Holland 2,962 $5,137,000,000 None None
Sammy Suzuki 2,964 $5,161,000,000 None None

 

CONCENTRATED INTERNATIONAL GROWTH

The management of, and investment decisions for, the Fund’s portfolios are made by the Adviser’s Concentrated International Growth Investment Team. Dev Chakrabarti is the investment professional primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Fund – Portfolio Managers” in the Fund’s Prospectus. As of June 30, 2023, the portfolio manager did not directly or beneficially own any equity securities of the Fund.

The following tables provide information regarding registered investment companies (other than the Fund), other pooled investment vehicles and other accounts over which the Fund’s portfolio manager also has day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Dev Chakrabarti 4 $598,000,000 None None

 

90 

Table of Contents 

 

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Dev Chakrabarti 13 $4,098,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Dev Chakrabarti 2,525 $11,584,000,000 None None

 

SUSTAINABLE US THEMATIC

The management of, and investment decisions for, the Fund’s portfolio are made by the Thematic and Sustainable Equities Investment Team. Daniel C. Roarty and Benjamin Ruegsegger are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio. For additional information about the portfolio management of the Fund, see “Management of the Fund – Portfolio Managers” in the Fund’s Prospectus.

The dollar range of the Fund’s equity securities owned directly or beneficially by the Fund’s portfolio managers as of June 30, 2023 are set forth below.

DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
       
  Daniel C. Roarty $500,001-$1,000,000  
  Benjamin Ruegsegger $500,001-$1,000,000  

 

The following tables provide information regarding registered investment companies other than the Fund, other pooled investment vehicles and other accounts over which the Fund’s portfolio managers also have day-to-day management responsibilities. The tables provide the numbers of such accounts, the total assets in such accounts and the number of accounts and total assets whose fees are based on performance. The information is provided as of June 30, 2023.

91 

Table of Contents 

 

 

REGISTERED INVESTMENT COMPANIES
(excluding the Fund)
Portfolio Manager Total Number of Registered Investment Companies Managed Total Assets of Registered Investment Companies Managed Number of Registered Investment Companies Managed with Performance-based Fees Total Assets of Registered Investment Companies Managed with Performance-based Fees
Daniel C. Roarty 21 $5,182,000,000 None None
Benjamin Ruegsegger 8 $3,060,000,000 None None

 

OTHER POOLED INVESTMENT VEHICLES
Portfolio Manager Total Number of Other Pooled Investment Vehicles Managed Total Assets of Other Pooled Investment Vehicles Managed Number of Other Pooled Investment Vehicles Managed with Performance-based Fees Total Assets of Other Pooled Investment Vehicles Managed with Performance-based Fees
Daniel C. Roarty 90 $70,678,000,000 None None
Benjamin Ruegsegger 37 $14,698,000,000 None None

 

OTHER ACCOUNTS
Portfolio Manager Total Number of Other Accounts Managed Total Assets of Other Accounts Managed Number of Other Accounts Managed with Performance-based Fees Total Assets of Other Accounts Managed with Performance-based Fees
Daniel C. Roarty 1,054 $19,069,000,000 None None
Benjamin Ruegsegger 1,037 $3,532,000,000 None None

 

Investment Professional Conflict of Interest Disclosure

As an investment adviser and fiduciary, the Adviser owes its clients and shareholders an undivided duty of loyalty. The Adviser recognizes that conflicts of interest are inherent in its business and accordingly has developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AB Mutual Funds, and allocating investment

92 

Table of Contents 

 

opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. The Adviser places the interests of its clients first and expects all of its employees to meet their fiduciary duties.

Employee Personal Trading. The Adviser has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of the Adviser own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, the Adviser permits its employees to engage in personal securities transactions, and also allows them to acquire investments in certain funds managed by the Adviser. The Adviser’s Code of Business Conduct and Ethics requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by the Adviser. The Code of Business Conduct and Ethics also requires preclearance of all securities transactions (except transactions in U.S. Treasuries and open-end mutual funds other than funds advised by the Adviser) and imposes a 60-day holding period for securities purchased by employees to discourage short-term trading.

Managing Multiple Accounts for Multiple Clients. The Adviser has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, the Adviser’s policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for clients of the Adviser and is generally not tied specifically to the performance of any particular client’s account, nor is it generally tied directly to the level or change in level of assets under management.

Allocating Investment Opportunities and Order Aggregation. The investment professionals at the Adviser routinely are required to select and allocate investment opportunities among accounts. The Adviser has adopted policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated

93 

Table of Contents 

 

equitably among different clients, subject to the exceptions noted below. The policies and procedures require, among other things, objective allocation for limited investment opportunities (e.g., on a rotational basis), and documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, access to portfolio funds or other investment opportunities (including IPOs) may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons. The Adviser currently expects that certain accounts, including Select US Equity and Select US Long/Short, will be limited to a small percentage of IPOs in the U.S. Additional information about the Adviser’s policy relating to the allocation of investment opportunities may be found in the Adviser’s Form ADV, which is updated from time to time.

Generally, all orders in the same security are aggregated in each trading system by the Adviser to facilitate best execution and to reduce overall trading costs. Executions for aggregated orders with the same executing broker are combined to determine one average price. The securities are then allocated to participating accounts using automated algorithms designed to achieve a fair, equitable and objective distribution of the securities over time. When the liquidity in a market is not sufficient to fill all client orders, the Adviser may give priority to certain orders over others. This prioritization is based on objective factors driving the order. Under such circumstances, the Adviser aggregates orders by these factors and subjects each aggregated order to the trade allocation algorithms discussed above. The factors used, in order of priority, are (1) correction of guideline breaches; (2) avoidance of guideline breaches; (3) investing significant new funding and completing tax strategy implementations; (4) investing in services that focus on specific financial instruments or market sectors, (5) avoidance of tracking error on the service/product level; and (6) portfolio rebalancing and optimization. Separate orders with the same priority may be traded using a rotational process that is fair and objective.

The Adviser may not require orders in the same security from different managers to be aggregated where one manager’s investment strategy requires rapid trade execution, provided the Adviser believes that disaggregation will not materially impact other client orders. Certain other clients of the Adviser 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 purchase or sale thereof by one or more Funds. 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 the quantity of securities available at a particular price. 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 through the same broker or dealer, such transactions are averaged as to price. The securities are then allocated to participating accounts using automated algorithms designed to achieve a fair, equitable and objective distribution of the securities over time.

94 

Table of Contents 

 

The Adviser’s procedures are also designed to address potential conflicts of interest that may arise when the Adviser has a particular financial incentive, such as a performance-based management fee, relating to an account. The Adviser is conscious of these potential conflicts. When the Adviser is providing fiduciary services, the goal of the Adviser’s policies and procedures is to act in good faith and to treat all client accounts in a fair and equitable manner over time, regardless of their strategy, fee arrangements or the influence of their owners or beneficiaries.

Portfolio Manager Compensation

The Adviser’s compensation program for portfolio managers is designed to align with clients’ interests, emphasizing each portfolio manager’s ability to generate long-term investment success for the Adviser’s clients, including the Funds. The Adviser also strives to ensure that compensation is competitive and effective in attracting and retaining the highest caliber employees.

Portfolio managers receive a base salary, incentive compensation and contributions to AllianceBernstein’s 401(k) plan. Part of the annual incentive compensation is generally paid in the form of a cash bonus, and part through an award under the firm's Incentive Compensation Award Plan (ICAP). The ICAP awards vest over a three-year period. Deferred awards are paid in the form of restricted grants of the firm’s Master Limited Partnership Units, and award recipients have the ability to receive a portion of their awards in deferred cash. The amount of contributions to the 401(k) plan is determined at the sole discretion of the Adviser. On an annual basis, the Adviser endeavors to combine all of the foregoing elements into a total compensation package that considers industry compensation trends and is designed to retain its best talent.

The incentive portion of total compensation is determined by quantitative and qualitative factors. Quantitative factors, which are weighted more heavily, are driven by investment performance. Qualitative factors are driven by contributions to the investment process and client success.

The quantitative component includes measures of absolute, relative and risk-adjusted investment performance. Relative and risk-adjusted returns are determined based on the benchmark in the Fund’s prospectus and versus peers over one-, three- and five-year calendar periods, with more weight given to longer-time periods. Peer groups are chosen by Chief Investment Officers, who consult with the product management team to identify products most similar to our investment style and most relevant within the asset class. Portfolio managers of the Funds do not receive any direct compensation based upon the investment returns of any individual client account, and compensation is not tied directly to the level or change in level of assets under management.

Among the qualitative components considered, the most important include thought leadership, collaboration with other investment colleagues, contributions to risk-adjusted returns of other portfolios in the firm, efforts in mentoring and building a strong talent pool and being a good corporate citizen. Other factors can play a role in determining portfolio managers’

95 

Table of Contents 

 

compensation, such as the complexity of investment strategies managed, volume of assets managed and experience.

The Adviser emphasizes four behavioral competencies--relentlessness, ingenuity, team orientation and accountability--that support its mission to be the most trusted advisor to its clients. Assessments of investment professionals are formalized in a year-end review process that includes 360-degree feedback from other professionals from across the investment teams and the Adviser.

Asset-Based and Performance-Based Compensation:  With respect to the Select US Equity and Select US Long/Short, Mr. Feuerman and members of the investment team he leads (the “Investment Team”) were hired by the Adviser in 2011. At that time, the Adviser entered into an employment agreement with Mr. Feuerman under which a compensation pool for Mr. Feuerman and members of the Investment Team was created based on specified percentages of the fees (both asset-based and performance-based fees) received by the Adviser from the accounts managed by the Investment Team. Performance fees are not assessed on the Fund or the assets of the Fund. In general, a larger percentage of the fees received by the Adviser is allocated to the compensation pool with respect to assets that were managed by Mr. Feuerman at his prior employer and that followed Mr. Feuerman to the Adviser than with respect to assets, such as the Fund, that were obtained or created after Mr. Feuerman joined the Adviser. The compensation pool is allocated among the members of the Investment Team based on the recommendations of Mr. Feuerman subject to approval by the Adviser’s Compensation Committee. This compensation represents a portion of the overall compensation received by members of the Investment Team.

EXPENSES OF THE FUNDS

 

Distribution Services Arrangements

Each Fund has entered into a Distribution Services Agreement (the “Agreement”) with ABI, the Fund’s principal underwriter, to permit ABI to distribute the Fund’s shares and to permit the Fund to pay distribution services fees to defray expenses associated with distribution of its Class A shares, Class C shares, Class R shares and Class K shares (as applicable), in accordance with a plan of distribution that is included in the Agreement and that has been duly adopted and approved in accordance with Rule 12b-1 adopted by the SEC under the 1940 Act (each a “Plan” and collectively the “Plans”).

In approving the Plan, the Directors determined that there was a reasonable likelihood that the Plan would benefit each Fund and its shareholders. The distribution services fee of a particular class will not be used to subsidize the provision of distribution services with respect to any other class.

The Adviser, from time to time, and from its own funds or such other resources as may be permitted by rules of the SEC, makes payments for distribution services to ABI; the

96 

Table of Contents 

 

latter may in turn pay part or all of such compensation to brokers or other persons for their distribution assistance.

The Plans will continue in effect with respect to each Fund and each class of shares thereof for successive one-year periods provided that such continuance is specifically approved at least annually by a majority of the Independent Directors who have no direct or indirect financial interest in the operation of the Plans or any agreement related thereto the (“Qualified Directors”) and by a majority of the entire Board at a meeting called for that purpose. Most recently, the Directors approved the continuance of the Plans for an additional term at meetings held on May 2-4, 2023.

All material amendments to the Plans will become effective only upon approval as provided in the preceding paragraph, and the Plans may not be amended in order to increase materially the costs that the Fund may bear pursuant to the Agreement without the approval of a majority of the holders of the outstanding voting shares of the Fund or the class or classes of the Fund affected. The Agreement may be terminated (a) by the Fund without penalty at any time by a majority vote of the holders of the Fund’s outstanding voting securities, voting separately by class, or by a majority vote of the Qualified Directors or (b) by ABI. To terminate the Plan or Agreement, any party must give the other parties 60 days’ written notice except that a Fund may terminate the Plan without giving prior notice to ABI. The Agreement will terminate automatically in the event of its assignment. The Plan is of a type known as a “reimbursement plan”, which means that it reimburses the distributor for the actual costs of services rendered.

In the event that a Plan is terminated by either party or not continued with respect to the Class A, Class C, Class R or Class K shares, (i) no distribution services fees (other than current amounts accrued but not yet paid) would be owed by the Fund to ABI with respect to that class and (ii) the Fund would not be obligated to pay ABI for any amounts expended under the Plan not previously recovered by ABI from distribution services fees in respect of shares of such class or through deferred sales charges.

Distribution services fees are accrued daily and paid monthly and charged as expenses of each Fund as accrued. The distribution services fees attributable to the Class C, Class R and Class K shares are designed to permit an investor to purchase such shares through broker-dealers without the assessment of an initial sales charge and at the same time to permit ABI to compensate broker-dealers in connection with the sale of such shares. In this regard the purpose and function of the combined contingent deferred sales charge (“CDSC”) and distribution services fee on the Class C shares and distribution services fees on the Class R shares and the Class K shares are the same as those of the initial sales charge and distribution services fee with respect to the Class A shares in that in each case the sales charge and/or distribution services fee provide for the financing of the distribution of the relevant class of the Fund’s shares.

With respect to Class A shares of each Fund, distribution expenses accrued by ABI in one fiscal year may not be paid from distribution services fees received from the Fund in subsequent fiscal years. ABI’s compensation with respect to Class C, Class R and Class K shares under the Plan is directly tied to the expenses incurred by ABI. Actual distribution expenses for Class C, Class R and Class K shares for any given year, however, will probably exceed the distribution services fees payable under the Plan with respect to the class involved

97 

Table of Contents 

 

and, in the case of Class C shares, payments received from CDSCs. The excess will be carried forward by ABI and reimbursed from distribution services fees payable under the Plan with respect to the class involved and, in the case of Class C shares, payments subsequently received through CDSCs, so long as the Plan is in effect.

During the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic with respect to Class A shares, the distribution services fees for expenditures payable to ABI were as follows:

Fund   Distribution services fees for expenditures payable to ABI   Percentage per annum of the aggregate average daily net assets attributable to Class A shares *
Growth Fund   $ 2,232,263       .25 %
Large Cap Growth   $ 8,729,483       .25 %
Concentrated Growth   $ 141,067       .25 %
Discovery Growth   $ 1,357,850       .23 %
Small Cap Growth   $ 1,592,351       .25 %
Select US Equity   $ 55,914       .25 %
Select US Long/Short   $ 285,799       .25 %
Sustainable Global Thematic   $ 1,719,805       .25 %
Sustainable International Thematic   $ 351,787       .25 %
Global Core Equity   $ 48,620       .25 %
International Low Volatility Equity   $ 15,445       .25 %
Concentrated International Growth   $ 13,299       .25 %
Sustainable US Thematic   $ 434       .25 %

_________________

*       The maximum fee allowed under the Rule 12b-1 Plan for the Class A shares of Growth Fund and Large Cap Growth is .50% of the aggregate average daily net assets, and the maximum fee allowed under the Rule 12b-1 Plan for Class A shares of all other Funds, except Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, is .30% of the aggregate average daily net assets. The Boards of the Funds currently limit the Funds’ payments to .25%, except with respect to Discovery Growth, for which payments are currently limited to .23%.

 

For the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, expenses incurred by each Fund and costs allocated to each Fund in connection with activities primarily intended to result in the sale of Class A shares were as follows:

98 

Table of Contents 

 

Category of Expense   Growth Fund   Large Cap Growth   Concentrated Growth   Discovery Growth
                 
Advertising/Marketing   $ 37,353     $ 173,394     $ 2,459     $ 26,075  
                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 4,866     $ 22,501     $ 349     $ 3,456  
                                 
Compensation to Underwriters   $ 2,106,948     $ 8,768,954     $ 141,122     $ 1,022,952  
                                 
Compensation to Dealers   $ 504,104     $ 2,096,297     $ 31,421     $ 338,159  
                                 
Compensation to Sales Personnel   $ 271,468     $ 1,131,173     $ 16,845     $ 183,550  
                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0  
                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 85,620     $ 379,644     $ 5,177     $ 58,457  
                                 
Totals   $ 3,010,359     $ 12,571,963     $ 197,373     $ 1,632,649  

 

99 

Table of Contents 

 

Category of Expense   Small Cap Growth   Select US Equity   Select US Long/Short   Sustainable Global Thematic
                 
Advertising/Marketing   $ 27,010     $ 1,004     $ 4,953     $ 30,880  
                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 3,584     $ 140     $ 717     $ 4,004  
                                 
Compensation to Underwriters   $ 1,562,317     $ 165,668     $ 317,484     $ 1,697,912  
                                 
Compensation to Dealers   $ 310,103     $ 12,669     $ 63,883     $ 375,245  
                                 
Compensation to Sales Personnel   $ 168,838     $ 6,773     $ 34,832     $ 214,782  
                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0  
                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 57,660     $ 2,110     $ 10,425     $ 69,189  
                                 
Totals   $ 2,129,512     $ 188,364     $ 432,294     $ 2,392,012  

 

Category of Expense   Sustainable International Thematic   Global Core Equity   International Low Volatility Equity   Concentrated International Growth
                 
Advertising/Marketing   $ 8,656     $ 174     $ 263     $ 135  
                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 1,222     $ 25     $ 39     $ 22  

 

100 

Table of Contents 

 

Category of Expense   Sustainable International Thematic   Global Core Equity   International Low Volatility Equity   Concentrated International Growth
                 
Compensation to Underwriters   $ 333,290     $ 49,017     $ 15,378     $ 23,129  
                                 
Compensation to Dealers   $ 417,591     $ 2,000     $ 3,435     $ 1,723  
                                 
Compensation to Sales Personnel   $ 48,417     $ 1,099     $ 1,876     $ 1,013  
                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0  
                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 16,633     $ 344     $ 557     $ 271  
                                 
Totals   $ 825,809     $ 52,659     $ 21,548     $ 26,293  

 

Category of Expense   Sustainable US Thematic
     
Advertising/Marketing   $ 7  
         
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 1  
         
Compensation to Underwriters   $ 426  
         
Compensation to Dealers   $ 97  
         
Compensation to Sales Personnel   $ 45  
         
Interest, Carrying or Other Financing Charges   $ 0  

 

101 

Table of Contents 

 

Category of Expense   Sustainable US Thematic
     
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 18  
         
Totals   $ 594  

 

During the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, with respect to Class C shares, the distribution services fees for expenditures payable to ABI were as follows:

Fund   Distribution services fees for expenditures payable to ABI   Percentage per annum of the aggregate average daily net assets attributable to Class C shares
Growth Fund   $ 300,320       1.00 %
Large Cap Growth   $ 4,737,500       1.00 %
Concentrated Growth   $ 189,089       1.00 %
Discovery Growth   $ 121,918       1.00 %
Small Cap Growth   $ 279,431       1.00 %
Select US Equity   $ 81,431       1.00 %
Select US Long/Short   $ 364,365       1.00 %
Sustainable Global Thematic   $ 257,322       1.00 %
Sustainable International Thematic   $ 9,579       1.00 %
Global Core Equity   $ 5,709       1.00 %
International Low Volatility Equity*   $ 2,478       1.00 %
Concentrated International Growth   $ 9,052       1.00 %
Sustainable US Thematic   $ 385       1.00 %

_________________

*       The distributor has voluntarily waived a portion of the 12b-1 fees with respect to the Class C shares for International Low Volatility Equity. After such waiver, the 12b-1 fees were 0.96%. This fee waiver arrangement may be terminated at any time at the option of the distributor.

 

For the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal

102 

Table of Contents 

 

year or period ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, expenses incurred by each Fund and costs allocated to each Fund in connection with activities primarily intended to result in the sale of Class C shares were as follows:

Category of Expense   Growth Fund   Large Cap Growth   Concentrated Growth   Discovery Growth   Small Cap Growth   Select US Equity
                         
Advertising/Marketing   $ 1,228     $ 19,339     $ 819     $ 500     $ 1,152     $ 354  
                                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 162     $ 2,540     $ 118     $ 67     $ 154     $ 49  
                                                 
Compensation to Underwriters   $ 297,810     $ 4,696,946     $ 183,675     $ 119,792     $ 262,482     $ 79,726  
                                                 
Compensation to Dealers   $ 16,806     $ 264,882     $ 10,547     $ 6,805     $ 15,656     $ 4,563  
                                                 
Compensation to Sales Personnel   $ 9,110     $ 143,381     $ 5,735     $ 3,714     $ 8,525     $ 2,435  
                                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  
                                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 2,824     $ 44,484     $ 1,712     $ 1,139     $ 2,633     $ 751  
                                                 
Totals   $ 327,940     $ 5,171,572     $ 202,606     $ 132,017     $ 290,602     $ 87,878  

 

103 

Table of Contents 

 

 

Category of Expense   Select US Long/Short   Sustainable Global Thematic   Sustainable International Thematic   Global Core Equity   International Low Volatility Equity   Concentrated International Growth
                         
Advertising/Marketing   $ 1,576     $ 1,076     $ 86     $ 25     $ 11     $ 39  
                                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 235     $ 140     $ 12     $ 4     $ 1     $ 5  
                                                 
Compensation to Underwriters   $ 327,528     $ 244,114     $ 8,772     $ 5,727     $ 1,933     $ 9,370  
                                                 
Compensation to Dealers   $ 20,282     $ 13,716     $ 722     $ 319     $ 138     $ 504  
                                                 
Compensation to Sales Personnel   $ 11,292     $ 7,862     $ 402     $ 174     $ 74     $ 268  
                                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  
                                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 3,263     $ 2,458     $ 151     $ 51     $ 23     $ 82  
                                                 
Totals   $ 364,176     $ 269,366     $ 10,145     $ 6,300     $ 2,180     $ 10,268  

 

104 

Table of Contents 

 

 

Category of Expense   Sustainable US Thematic
     
Advertising/Marketing   $ 2  
         
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 0  
         
Compensation to Underwriters   $ 1,241  
         
Compensation to Dealers   $ 21  
         
Compensation to Sales Personnel   $ 12  
         
Interest, Carrying or Other Financing Charges   $ 0  
         
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 3  
         
Totals   $ 1,279  

 

During the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity and Select US Long/Short with respect to Class R shares, the distribution services fees for expenditures payable to ABI were as follows:

Fund   Distribution services fees for expenditures payable to ABI   Percentage per annum of the aggregate average daily net assets attributable to Class R shares
Growth Fund   $ 36,039       .50 %
Large Cap Growth   $ 429,256       .50 %
Concentrated Growth*   $ 602       .50 %

 

105 

Table of Contents 

 

Fund   Distribution services fees for expenditures payable to ABI   Percentage per annum of the aggregate average daily net assets attributable to Class R shares
Discovery Growth   $ 86,462       .50 %
Small Cap Growth   $ 156,061       .50 %
Select US Equity*   $ 9,717       .50 %
Select US Long/Short   $ 1,853       .50 %
Sustainable Global Thematic   $ 28,812       .50 %
Sustainable International Thematic   $ 18,658       .50 %

_______________

*       The distributor has voluntarily waived a portion of the 12b-1 fees with respect to the Class R shares for Concentrated Growth and Select US Equity. After such waiver, the 12b-1 fees were 0.45% for Concentrated Growth and 0.40% for Select US Equity. This fee waiver arrangement may be terminated at any time at the option of the distributor.

 

For the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity and Select US Long/Short expenses incurred by each Fund and costs allocated to each Fund in connection with activities primarily intended to result in the sale of Class R shares were as follows:

Category of Expense   Growth Fund   Large Cap Growth   Concentrated Growth   Discovery Growth   Small Cap Growth
                     
Advertising/Marketing   $ 579     $ 6,750     $ 8     $ 1,455     $ 2,679  
                                         
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 76     $ 873     $ 1     $ 197     $ 356  
                                         
Compensation to Underwriters   $ 35,988     $ 429,406     $ 569     $ 86,106     $ 155,931  
                                         
Compensation to Dealers   $ 5,329     $ 62,912     $ 79     $ 13,055     $ 23,869  
                                         
Compensation to Sales Personnel   $ 2,915     $ 34,205     $ 42     $ 7,311     $ 13,154  

 

106 

Table of Contents 

 

Category of Expense   Growth Fund   Large Cap Growth   Concentrated Growth   Discovery Growth   Small Cap Growth
                     
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0     $ 0  
                                         
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 1,141     $ 13,396     $ 15     $ 2,818     $ 5,209  
                                         
Totals   $ 46,028     $ 547,542     $ 714     $ 110,942     $ 201,198  

 

Category of Expense   Select US Equity   Select US Long/Short   Sustainable Global Thematic   Sustainable International Thematic
                 
Advertising/Marketing   $ 141     $ 26     $ 442     $ 319  
                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 15     $ 4     $ 55     $ 45  
                                 
Compensation to Underwriters   $ 9,822     $ 1,854     $ 28,904     $ 18,505  
                                 
Compensation to Dealers   $ 1,348     $ 249     $ 3,965     $ 2,752  
                                 
Compensation to Sales Personnel   $ 624     $ 138     $ 2,213     $ 1,495  

 

107 

Table of Contents 

 

Category of Expense   Select US Equity   Select US Long/Short   Sustainable Global Thematic   Sustainable International Thematic
                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0  
                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 285     $ 48     $ 890     $ 572  
                                 
Totals   $ 12,235     $ 2,319     $ 36,469     $ 23,688  

 

During the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity and Select US Long/Short with respect to Class K shares, the distribution services fees for expenditures payable to ABI were as follows:

Fund   Distribution services fees for expenditures payable to ABI   Percentage per annum of the aggregate average daily net assets attributable to Class K shares
         
Growth Fund   $ 4,460       .25 %
Large Cap Growth   $ 275,755       .25 %
Concentrated Growth*   $ 2,857       .25 %
Discovery Growth   $ 33,673       .25 %
Small Cap Growth   $ 347,925       .25 %
Select US Equity   $ 2,615       .25 %
Select US Long/Short*   $ 31       .25 %
Sustainable Global Thematic   $ 7,841       .25 %
Sustainable International Thematic   $ 7,688       .25 %

_______________

*       The distributor has voluntarily waived a portion of the 12b-1 fees with respect to the Class K shares for Concentrated Growth and Select US Long/Short. After such waiver, the 12b-1 fees were 0.20% for Concentrated Growth and approximately 0.00% for Select US Long/Short. This fee waiver arrangement may be terminated at any time at the option of the distributor.

 

For the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select

108 

Table of Contents 

 

 

US Equity and Select US Long/Short expenses incurred by each Fund and costs allocated to each Fund in connection with activities primarily intended to result in the sale of Class K shares were as follows:

Category of Expense   Growth Fund   Large Cap Growth   Concentrated Growth   Discovery Growth   Small Cap Growth
                     
Advertising/Marketing   $ 70     $ 5,971     $ 1     $ 453     $ 11,783  
                                         
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 9     $ 779     $ 0     $ 61     $ 1,517  
                                         
Compensation to Underwriters   $ 4,440     $ 276,896     $ 2,331     $ 33,809     $ 348,475  
                                         
Compensation to Dealers   $ 648     $ 54,731     $ 17     $ 3,993     $ 104,420  
                                         
Compensation to Sales Personnel   $ 364     $ 29,890     $ 7     $ 2,230     $ 56,182  
                                         
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0     $ 0  
                                         
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 138     $ 11,772     $ 3     $ 867     $ 23,035  
                                         
Totals   $ 5,669     $ 380,039     $ 2,359     $ 41,413     $ 545,412  

 

109 

Table of Contents 

 

 

Category of Expense   Select US Equity   Select US Long/Short   Sustainable Global Thematic   Sustainable International Thematic
                 
Advertising/Marketing   $ 0     $ 1     $ 76     $ 71  
                                 
Printing and Mailing of Prospectuses and Semi-Annual and Annual Reports to Other than Current Shareholders   $ 0     $ 0     $ 10     $ 11  
                                 
Compensation to Underwriters   $ 2,618     $ 0     $ 7,784     $ 7,633  
                                 
Compensation to Dealers   $ 4     $ 7     $ 579     $ 596  
                                 
Compensation to Sales Personnel   $ 2     $ 4     $ 383     $ 341  
                                 
Interest, Carrying or Other Financing Charges   $ 0     $ 0     $ 0     $ 0  
                                 
Other (Includes Personnel costs of those home office employees involved in the distribution effort and the travel-related expenses incurred by the marketing personnel conducting seminars)   $ 1     $ 0     $ 147     $ 124  
                                 
Totals   $ 2,625     $ 12     $ 8,979     $ 8,776  

 

For the fiscal year ended July 31, 2023 for Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic and during the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, the amount of, and percentage of each class’s net assets, of unreimbursed distribution expenses incurred and carried over for

110 

Table of Contents 

 

reimbursement in future years in respect of the Class C, Class R and Class K shares of each Fund were as follows:

Class   Large Cap Growth   Concentrated Growth   Discovery Growth   Sustainable US Thematic
                 
Class C   $ 408,534     $ 272,877     $ 3,099,080     $ 894  
                                 
(% of the net assets of Class C)     0.08 %     1.55 %     28.50 %     3.40 %
                                 
Class R   $ 11,284     $ 0     $ 710,060       N/A  
                                 
(% of the net assets of Class R)     0.11 %     0.00 %     4.24 %     N/A  
                                 
Class K   $ 104,285     $ 32     $ 384,529       N/A  
                                 
(% of the net assets of Class K)     0.08 %     0.00 %     3.04 %     N/A  

 

Class   Small Cap Growth   Select US Equity   Select US Long/Short   Concentrated International Growth
                 
Class C   $ 8,501     $ 129,042     $ 0     $ 4,156  
                                 
(% of the net assets of Class C)     0.03 %     1.55 %     0.00 %     0.39 %
                                 
Class R   $ 45,138     $ 4,323     $ 466       N/A  
                                 
(% of the net assets of Class R)     0.14 %     0.14 %     0.13 %    

N/A

                                 
Class K   $ 197,486     $ 3,215     $ 12       N/A  
                                 
(% of the net assets of Class K)     0.12 %     0.31 %     0.10 %    

N/A

 

 

Class   Sustainable Global Thematic   Sustainable International Thematic   Global Core Equity   International Low Volatility Equity
                 
Class C   $ 10,740     $ 259     $ 1,557     $ 0  
                                 
(% of the net assets of Class C)     0.04 %     0.03 %     0.37 %     0.00 %

 

111 

Table of Contents 

 

Class   Sustainable Global Thematic   Sustainable International Thematic   Global Core Equity   International Low Volatility Equity
                 
Class R   $ 7,658     $ 5,030       N/A       N/A  
                                 
(% of the net assets of Class R)     0.10 %     0.13 %     N/A       N/A  
                                 
Class K   $ 1,139     $ 1,088       N/A       N/A  
                                 
(% of the net assets of Class K)     0.04 %     0.04 %     N/A     N/A
                                 

 

Transfer Agency Agreement

ABIS, an indirect wholly-owned subsidiary of the Adviser, located principally at 8000 IH 10 W, 13th Floor, San Antonio, Texas 78230, receives a transfer agency fee per account holder of each of the Class A shares, Class C shares, Class R shares, Class K shares, Class I shares, Class Z shares and Advisor Class shares of the Funds plus reimbursement for out-of-pocket expenses. For the fiscal year ended July 31, 2023 for Growth Fund, Large Cap Growth, Discovery Growth, Small Cap Growth and Sustainable Global Thematic; and for the fiscal year ended June 30, 2023 for Sustainable International Thematic, Concentrated Growth, Select US Equity, Select US Long/Short, Global Core Equity, International Low Volatility Equity, Concentrated International Growth and Sustainable US Thematic, the Funds paid ABIS $486,725, $3,787,041, $806,915, $1,328,630, $778,472, $181,816, $197,703, $32,292, $274,875, $198,155, $62,567, $68,284 and $23,909, respectively, for transfer agency services.

ABIS acts as the transfer agent for each Fund. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders.

Many Fund shares are owned by selected dealers or selected agents, as defined below, financial intermediaries or other financial representatives (“financial intermediaries”) for the benefit of their customers. In those cases, the Funds often do not maintain an account for the beneficial owner of the Fund’s shares. Thus, some or all of the transfer agency functions for these accounts are performed by the financial intermediaries. Retirement plans may also hold Fund shares in the name of the plan, rather than the participant. Financial intermediaries and recordkeepers, which may have affiliated financial intermediaries that sell shares of the AB Mutual Funds, may be paid by a Fund, the Adviser, ABI and ABIS (i) account fees in amounts up to $19 per account per annum, (ii) asset-based fees of up to 0.25% (except in respect of a limited number of intermediaries) per annum of the average daily assets held through the intermediary, or (iii) a combination of both. These amounts include fees for shareholder servicing, sub-transfer agency, sub-accounting and recordkeeping services. These amounts do not include fees for shareholder servicing that may be paid separately by the Fund pursuant to its Rule 12b-1 plan. Amounts paid by a Fund for these