485BXT 1 d7419894b_485-bxt.txt As filed with the Securities and Exchange Commission on May 4, 2017 File Nos. 2-29901 811-01716 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. Post-Effective Amendment No. 237 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 216 X AB CAP FUND, INC. (Exact Name of Registrant as Specified in Charter) 1345 Avenue of the Americas, New York, New York 10105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York 10105 (Name and address of agent for service) Copies of communications to: Paul M. Miller Seward & Kissel LLP 901 K Street, NW Suite 800 Washington, D.C. 20001 Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective (check appropriate box): [ ] immediately upon filing pursuant to paragraph (b) [X] on June 2, 2017 pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of Rule 485. If appropriate, check the following box: [X] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Explanatory Note This Post-Effective Amendment No. 237 under the Securities Act of 1933, as amended (the "Securities Act") (Amendment No. 216 under the Investment Company Act of 1940, as amended (the "1940 Act")), to the registration statement on Form N-1A (the "Registration Statement") of AB Cap Fund, Inc. (the "Registrant") is being filed pursuant to paragraph (b)(1)(iii) of Rule 485 under the Securities Act solely for the purpose of delaying, until June 2, 2017, the effectiveness of Registrant's Post-Effective Amendment No. 221 under the Securities Act (Amendment No. 200 under the 1940 Act) relating solely to the Advisor Class shares of AB Performance Fee Series--Emerging Markets Growth Portfolio (formerly, AB Emerging Markets Growth Portfolio) (the "Fund"), filed on December 29, 2016, pursuant to paragraph (a) of Rule 485 under the Securities Act. This Post-Effective Amendment No. 237 incorporates by reference the information for the Fund contained in Parts A, B and C of Post-Effective Amendment No. 221 to the Registrant's Registration Statement. SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York, on the 4th day of May, 2017. AB CAP FUND, INC. By: Robert M. Keith* ---------------- Robert M. Keith President Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- (1) Principal Executive Officer: Robert M. Keith* President and Chief May 4, 2017 ---------------- Executive Officer Robert M. Keith (2) Principal Financial and Accounting Officer: /s/ Joseph J. Mantineo Treasurer and Chief May 4, 2017 ---------------------- Financial Officer Joseph J. Mantineo (3) All of the Directors: John H. Dobkin* Michael J. Downey* William H. Foulk, Jr.* D. James Guzy* Nancy P. Jacklin* Robert M. Keith* Carol C. McMullen* Garry L. Moody* Marshall C. Turner, Jr.* Earl D. Weiner* *By: /s/ Eric C. Freed May 4, 2017 ----------------- Eric C. Freed (Attorney-in-fact)