UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01716

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 offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: March 31, 2016

Date of reporting period: September 30, 2015

ITEM 1. REPORTS TO STOCKHOLDERS.

SEP    ^09.30.15

SEMI-ANNUAL REPORT

AB EMERGING MARKETS
MULTI-ASSET PORTFOLIO

Investment Products Offered

• Are Not FDIC Insured

• May Lose Value

• Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. AB publishes full portfolio holdings for the Fund monthly at www.abglobal.com.

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

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

November 10, 2015

Semi-Annual Report

This report provides management’s discussion of fund performance for AB Emerging Markets Multi-Asset Portfolio (the “Fund”), for the semi-annual reporting period ended September 30, 2015. Effective January 20, 2015, the Fund’s name changed from AllianceBernstein Emerging Markets Multi-Asset Portfolio to AB Emerging Markets Multi-Asset Portfolio.

Investment Objectives and Policies

The Fund’s investment objective is to maximize total return. Total return is the sum of capital appreciation and income. The Fund invests at least 80% of its net assets under normal circumstances in securities of emerging market issuers and/or the currencies of emerging market countries. Examples of emerging market countries include Argentina, Brazil, Chile, Croatia, Egypt, Hong Kong, India, Indonesia, Israel, Kazakhstan, Malaysia, Mexico, the People’s Republic of China, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand, Turkey and Venezuela. The Fund may invest up to 20% of its net assets in the securities of developed market issuers.

The Fund invests in equity securities, debt securities and currencies, and does not attempt to maintain a constant or relatively constant allocation among these asset classes. Rather, allocations among asset classes are adjusted based on AllianceBernstein L.P.’s (the “Adviser’s”) view, of the relative attractiveness of the asset classes. These allocations are informed by the Adviser’s proprietary asset allocation tools, which are comprised of a series of volatility, correlation

and expected return forecasts. The Adviser reviews potential Fund investments in each asset class holistically from a country, currency, sector and security standpoint to optimize overall portfolio construction. Under normal circumstances, the Fund will invest between 30% and 95% of its net assets in equity securities, and between 0% and 65% of its net assets in debt securities, with any remainder held in cash (including foreign currency). The Fund’s assets may at times be concentrated in a particular country or region.

The process for selecting equity securities for the Fund is primarily bottom-up. The Adviser seeks to identify stocks that are attractive based on valuation, profitability, earnings quality, business trends, price momentum and other measures. The process for selecting debt securities for the Fund is more top-down. The Adviser believes that inefficiencies in the global debt markets arise from investor emotion, market complexity and conflicting investment agendas. The Adviser combines quantitative forecasts with fundamental credit and economic research in seeking to exploit these inefficiencies. The Adviser seeks to generate returns from the Fund’s fixed-income investments through a combination of country selection, currency allocation, sector analysis and security selection. Debt securities may include those of both corporate and governmental issuers, and may include below investment grade debt securities (“junk bonds”). The Fund may invest in debt securities with a range of maturities from short- to long-term.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 1

The Adviser considers both quantitative and fundamental factors in adjusting the Fund’s currency exposures. In addition to the Fund’s currency exposure that results from its investments in equity and debt securities denominated in foreign currencies (and any related hedging), the Fund may hold foreign currency (or related derivatives) independently of any such investments, and may hold a currency even if the Fund does not hold any securities denominated in that currency.

The Fund expects to utilize derivatives, such as futures contracts, forwards and swaps, and invest in exchange-traded funds (“ETFs”) to a significant extent. Derivatives and ETFs may provide more efficient and economical exposure to market segments than direct investments, and may also be a quicker and more efficient way to alter the portfolio’s exposure than buying and selling direct investments. In determining when and to what extent to enter into derivatives transactions or to invest in ETFs, the Adviser will consider factors such as the relative risks and returns expected of potential investments and the cost of such transactions. Derivatives may also be used for hedging purposes, including to hedge against interest rate, credit and currency fluctuations. The Adviser also expects to use derivatives frequently to effectively leverage the Fund by creating aggregate exposure somewhat in excess of the Fund’s net assets.

Investment Results

The table on page 6 shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International Emerging Markets (“MSCI EM”) Index (net), for the six-and 12-month periods ended September 30, 2015.

During the six-month period, all share classes of the Fund outperformed the benchmark, before sales charges, although the Fund’s performance was negative in absolute terms. Equity security selection was positive, particularly in the finance, consumer cyclicals and transportation sectors, relative to the benchmark. Country selection also added to performance, specifically an overweight in China and underweight in Indonesia. The allocation to fixed income contributed to performance versus the equity benchmark, though certain corporate and local currency debt positions underperformed emerging market fixed-income benchmarks, particularly those from Brazil. Active currency selection was negative.

During the 12-month period, all share classes of the Fund outperformed the benchmark, before sales charges, although the Fund’s performance was negative in absolute terms. Equity security selection drove the outperformance, particularly in the consumer cyclicals, finance and transportation sectors. An overweight to China and underweight to Korea benefited performance. The allocation to fixed income contributed to performance versus the equity benchmark, though certain corporate and local currency debt positions (particularly the Fund’s Brazilian sovereign exposure) underperformed emerging-market fixed-income benchmarks. Certain hard currency sovereign bonds, including those from Russia, generally outperformed bond benchmarks.

The Fund utilized derivatives for both periods, including futures, currency forwards, purchased options and interest rate swaps for hedging and

2 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

investment purposes, and credit default swaps for hedging and investment purposes. Futures added to absolute returns for both periods; currency forwards, purchased options and credit default swaps detracted from returns for both periods; interest rate swaps detracted for the six-month period and added for the 12-month period.

Market Review and Investment Strategy

Emerging-market equities tumbled in the 12-month period ended September 30, 2015, as investors were confronted with slumping oil prices, mounting concerns that China’s slowdown was deepening, corporate scandals and political uncertainty in Brazil, and the prospects of higher interest rates in the US. The period started off well, as investors weighed concerns about growth against a strengthening US economy and news of economic stimulus elsewhere in the world. However, markets began to slip in November as plunging oil prices overshadowed investors’ enthusiasm about a surprise rate cut in China. Nonetheless, emerging markets received a boost as they entered 2015, helped by better-than-expected fourth-quarter economic growth in China, a strong upward move in Indian stocks and enthusiasm over Europe’s aggressive quantitative-easing plan. Despite a return of worries over China, investors were cheered by hopes that policymakers would take additional steps to stimulate growth. By June, the attention of investors in emerging, as well as

developed markets, turned to Greece, as the country and its creditors failed to agree on bailout terms. However, by August, such worries had largely disappeared after finance ministers backed Greece’s third bailout package. Elsewhere, China’s stock market sold off sharply and remained the main focus for investors for the remainder of the period amid worries about possible spillover effects around the world.

The Emerging Markets Multi-Asset Team (the “Team”) continued to focus the equity portion of the Fund on companies that have strong business fundamentals and that are trading at low multiples relative to their normal long-term earnings power. The companies in the equity portion of the Fund have strong balance sheets, which the Team believes may provide a buffer against economic pressures and allow them to make accretive investments or return cash to their shareholders. Within fixed income, yield spreads and absolute yields on emerging-market bonds continued to look attractive relative to recent history and their diversification benefits remained appealing, in the Team’s view, and the Fund maintained a substantial position in bonds. The Team believes this provided a balance between the potential for further equity market appreciation while remaining sensitive to possible downside risks. The Team also continued to maintain a small defensive options strategy to mitigate the impact of any sharp market downturn.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 3

DISCLOSURES AND RISKS

Benchmark Disclosure

The unmanaged MSCI EM Index (net) does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EM Index (free float-adjusted, market capitalization weighted) represents the equity market performance of emerging markets. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

Market Risk: The value of the Fund’s assets will fluctuate as the stock, bond or currency markets fluctuate. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

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

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns. Emerging market currencies may be more volatile and less liquid, and subject to significantly greater risk of currency controls and convertibility restrictions, than currencies of developed countries.

Country Concentration Risk: The Fund may not always be diversified among countries or geographic regions and the effect on the Fund’s net asset value (“NAV”) of the specific risks identified above, such as political, regulatory and currency risks, may be magnified due to concentration of the Fund’s investments in a particular country or region.

Allocation Risk: The allocation of Fund assets among different asset classes, such as equity securities, debt securities and currencies, may have a significant effect on the Fund’s NAV when one of these asset classes is performing better or worse than others. The diversification benefits typically associated with investing in both equity and debt securities may be limited in the emerging markets context, as movements in emerging market equity and emerging market debt markets may be more correlated than movements in the equity and debt markets of developed countries.

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

Interest Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. The Fund may be subject to a heightened risk of rising interest rates due to the current period of historically low rates and the effect of government fiscal policy initiatives, including Federal Reserve actions, and market reaction to these initiatives. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

(Disclosures, Risks and Note about Historical Performance continued on next page)

4 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Disclosures and Risks

DISCLOSURES AND RISKS

(continued from previous page)

default, causing a loss of the full principal amount of a security. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

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

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

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

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

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

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown on the following pages represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abglobal.com.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 5

Disclosures and Risks

HISTORICAL PERFORMANCE

THE FUND VS. ITS BENCHMARK PERIODS ENDED SEPTEMBER 30, 2015 (unaudited)	NAV Returns
	6 Months		12 Months
AB Emerging Markets Multi-Asset Portfolio
Class A		-7.49%		-8.91%
Class C		-7.73%		-9.47%
Advisor Class*		-7.24%		-8.54%
Class R*		-7.59%		-9.04%
Class K*		-7.45%		-8.89%
Class I*		-7.35%		-8.61%
MSCI EM Index (net)		-17.33%		-19.28%
*    Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

6 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

AVERAGE ANNUAL RETURNS AS OF SEPTEMBER 30, 2015 (unaudited)
	NAV Returns			SEC Returns (reflects applicable sales charges)
Class A Shares
1 Year		-8.91	%		-12.78	%
Since Inception*		-2.62	%		-3.65	%
Class C Shares
1 Year		-9.47	%		-10.33	%
Since Inception*		-3.30	%		-3.30	%
Advisor Class Shares
1 Year		-8.54	%		-8.54	%
Since Inception*		-2.32	%		-2.32	%
Class R Shares†
1 Year		-9.04	%		-9.04	%
Since Inception*		-2.82	%		-2.82	%
Class K Shares†
1 Year		-8.89	%		-8.89	%
Since Inception*		-2.59	%		-2.59	%
Class I Shares†
1 Year		-8.61	%		-8.61	%
Since Inception*		-2.34	%		-2.34	%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 2.91%, 3.71%, 2.65%, 3.11%, 2.86% and 2.57% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios to 1.60%, 2.35%, 1.35%, 1.85%, 1.60% and 1.35% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursements may not be terminated before July 31, 2016. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

* Inception date: 8/31/2011.

^†  These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

(Historical Performance continued on next page)

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 7

Historical Performance

HISTORICAL PERFORMANCE

(continued from previous page)

SEC AVERAGE ANNUAL RETURNS AS OF THE MOST RECENT CALENDAR QUARTER-END SEPTEMBER 30, 2015 (unaudited)
	SEC Returns (reflects applicable sales charges)
Class A Shares
1 Year		-12.78	%
Since Inception*		-3.65	%
Class C Shares
1 Year		-10.33	%
Since Inception*		-3.30	%
Advisor Class Shares†
1 Year		-8.54	%
Since Inception*		-2.32	%
Class R Shares†
1 Year		-9.04	%
Since Inception*		-2.82	%
Class K Shares†
1 Year		-8.89	%
Since Inception*		-2.59	%
Class I Shares†
1 Year		-8.61	%
Since Inception*		-2.34	%

* Inception date: 8/31/2011.

^†  Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

See Disclosures, Risks and Note about Historical Performance on pages 4-5.

8 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Historical Performance

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value April 1, 2015		Ending Account Value September 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	925.10	$	7.89		1.64	%
Hypothetical**	$	1,000	$	1,016.80	$	8.27		1.64	%
Class C
Actual	$	1,000	$	922.70	$	11.30		2.35	%
Hypothetical**	$	1,000	$	1,013.25	$	11.83		2.35	%
Advisor Class
Actual	$	1,000	$	927.60	$	6.51		1.35	%
Hypothetical**	$	1,000	$	1,018.25	$	6.81		1.35	%
Class R
Actual	$	1,000	$	924.10	$	8.90		1.85	%
Hypothetical**	$	1,000	$	1,015.75	$	9.32		1.85	%
Class K
Actual	$	1,000	$	925.50	$	7.70		1.60	%
Hypothetical**	$	1,000	$	1,017.00	$	8.07		1.60	%
Class I
Actual	$	1,000	$	926.50	$	6.50		1.35	%
Hypothetical**	$	1,000	$	1,018.25	$	6.81		1.35	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 9

Expense Example

PORTFOLIO SUMMARY

September 30, 2015 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $26.3

* All data are as of September 30, 2015. The Fund’s security type and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.9% or less in the following countries: Argentina, Austria, Azerbaijan, Belgium, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, El Salvador, Finland, Gabon, Hong Kong, India, Italy, Ivory Coast, Kazakhstan, Panama, Peru, Poland, Sri Lanka, Thailand, United Arab Emirates, United Kingdom, Uruguay, Venezuela and Vietnam.

10 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio Summary

TEN LARGEST HOLDINGS^*

September 30, 2015 (unaudited)

Company	U.S. $ Value		Percent of Net Assets
U.S. Treasury Bonds & Notes	$	734,523		2.8	%
Indonesia Government International Bond		586,843		2.2
Dominican Republic International Bond		530,001		2.0
LUKOIL PJSC (Sponsored ADR)		504,429		1.9
Komercni Banka AS		500,674		1.9
Mitsubishi Gas Chemical Co., Inc.		470,841		1.8
Petroleos Mexicanos		457,718		1.7
Lotte Chemical Corp.		442,274		1.7
Daelim Industrial Co., Ltd.		435,057		1.7
Petroleos de Venezuela SA		366,605		1.4
	$	5,028,965		19.1	%

* Long-term investments.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 11

Ten Largest Holdings

PORTFOLIO OF INVESTMENTS

September 30, 2015 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 54.8%
Financials – 14.5%
Banks – 9.1%
Banco Macro SA (ADR)(a)		1,030	$	39,552
Bangkok Bank PCL (NVDR)		13,000		57,430
Bank of China Ltd. – Class H		465,000		200,523
China Construction Bank Corp. – Class H		378,000		252,251
Chongqing Rural Commercial Bank Co., Ltd. – Class H		535,000		306,265
DGB Financial Group, Inc.		8,469		75,312
Erste Group Bank AG(a)		3,370		97,935
Industrial & Commercial Bank of China Ltd. – Class H		566,000		326,981
Itausa – Investimentos Itau SA (Preference Shares)		61,290		110,382
KB Financial Group, Inc.		2,480		73,717
Komercni Banka AS		2,310		500,674
OTP Bank PLC		12,960		250,176
Shinhan Financial Group Co., Ltd.		2,660		93,026
				2,384,224
Capital Markets – 0.1%
CETIP SA – Mercados Organizados		2,100		17,427
Consumer Finance – 1.3%
Gentera SAB de CV		36,550		59,717
Samsung Card Co., Ltd.		9,180		281,107
				340,824
Diversified Financial Services – 1.0%
Fubon Financial Holding Co., Ltd.		123,000		192,549
Remgro Ltd.		4,180		76,238
				268,787
Insurance – 0.4%
AIA Group Ltd.		8,600		44,726
Samsung Life Insurance Co., Ltd.		850		71,082
				115,808
Real Estate Management & Development – 2.6%
Huaku Development Co., Ltd.		204,000		355,256
Kaisa Group Holdings Ltd.(a)(b)(c)		223,000		37,648
KWG Property Holding Ltd.		444,500		293,543
				686,447
				3,813,517
Consumer Discretionary – 7.2%
Auto Components – 0.5%
Hankook Tire Co., Ltd.		1,170		39,168
Nokian Renkaat OYJ		2,890		93,554
				132,722

12 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

Company	Shares		U.S. $ Value
Automobiles – 1.0%
Hyundai Motor Co.		210	$	29,182
Kia Motors Corp.		2,390		108,341
Suzuki Motor Corp.		3,900		119,925
				257,448
Diversified Consumer Services – 0.2%
TAL Education Group (ADR)(a)		1,520		48,868
Hotels, Restaurants & Leisure – 0.5%
Yum! Brands, Inc.		1,620		129,519
Household Durables – 0.6%
Skyworth Digital Holdings Ltd.		248,000		169,443
Media – 0.1%
Sun TV Network Ltd.		6,260		34,173
Specialty Retail – 0.3%
Mr Price Group Ltd.		5,780		80,686
Textiles, Apparel & Luxury Goods – 4.0%
Eclat Textile Co., Ltd.		9,000		142,908
Feng TAY Enterprise Co., Ltd.		13,120		81,771
Luthai Textile Co., Ltd. – Class B		58,700		72,560
NIKE, Inc. – Class B		2,170		266,845
Pacific Textiles Holdings Ltd.		69,000		93,747
Pou Chen Corp.		29,000		43,625
Shenzhou International Group Holdings Ltd.		22,000		113,988
Yue Yuen Industrial Holdings Ltd.		62,500		233,746
				1,049,190
				1,902,049
Consumer Staples – 6.3%
Beverages – 0.7%
Anheuser-Busch InBev SA/NV		1,730		183,995
Food & Staples Retailing – 1.2%
BGF retail Co., Ltd.		540		92,234
Clicks Group Ltd.		18,080		117,335
Eurocash SA		7,870		92,687
				302,256
Food Products – 2.2%
AVI Ltd.		22,890		144,808
Gruma SAB de CV – Class B		22,120		304,225
Grupo Lala SAB de CV		9,830		23,254
JBS SA		4,800		20,341
WH Group Ltd.(a)(d)		186,000		92,323
				584,951
Household Products – 1.0%
Colgate-Palmolive Co.		3,370		213,860

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 13

Portfolio of Investments

Company	Shares		U.S. $ Value
LG Household & Health Care Ltd.		80	$	57,895
				271,755
Tobacco – 1.2%
British American Tobacco PLC		690		38,071
KT&G Corp.		1,960		184,375
Philip Morris International, Inc.		1,250		99,163
				321,609
				1,664,566
Materials – 6.1%
Chemicals – 5.0%
Hyosung Corp.		3,530		337,195
Lotte Chemical Corp.		1,930		442,274
Mitsubishi Gas Chemical Co., Inc.		102,000		470,841
UPL Ltd.		11,960		83,954
				1,334,264
Metals & Mining – 0.3%
NOVOLIPET STEEL-GDR REG S(a)(d)		6,760		77,402
Paper & Forest Products – 0.8%
Sappi Ltd.(a)		31,600		97,042
Suzano Papel e Celulose SA – Class A (Preference Shares)		22,200		108,018
				205,060
				1,616,726
Industrials – 5.9%
Airlines – 0.3%
Air Arabia PJSC		86,050		32,857
Turk Hava Yollari AO(a)		17,780		46,909
				79,766
Commercial Services & Supplies – 0.5%
Cleanaway Co., Ltd.		27,000		120,774
Construction & Engineering – 3.1%
China Machinery Engineering Corp. – Class H		207,000		179,989
Daelim Industrial Co., Ltd.		7,640		435,057
Metallurgical Corp. of China Ltd. – Class H(b)(c)		628,000		208,527
				823,573
Industrial Conglomerates – 0.4%
Jardine Strategic Holdings Ltd.		3,600		96,836
Transportation Infrastructure – 1.6%
Grupo Aeroportuario del Pacifico SAB de CV – Class B		20,640		179,479
Grupo Aeroportuario del Sureste SAB de CV – Class B		5,140		78,437
Jiangsu Expressway Co., Ltd. – Class H		134,000		172,169
				430,085
				1,551,034

14 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

Company	Shares		U.S. $ Value
Information Technology – 5.4%
Electronic Equipment, Instruments & Components – 1.2%
Hon Hai Precision Industry Co., Ltd.		30,650	$	80,071
Largan Precision Co., Ltd.		2,000		156,090
Zhen Ding Technology Holding Ltd.		29,000		83,126
				319,287
Internet Software & Services – 0.3%
NetEase, Inc. (ADR)		640		76,877
IT Services – 0.3%
HCL Technologies Ltd.		5,680		85,431
Semiconductors & Semiconductor Equipment – 1.2%
Transcend Information, Inc.		121,000		305,931
Software – 0.3%
NCSoft Corp.		520		83,139
Technology Hardware, Storage & Peripherals – 2.1%
Asustek Computer, Inc.		5,000		42,990
Inventec Corp.		536,000		255,392
Lite-On Technology Corp.		78,631		72,441
Samsung Electronics Co., Ltd.		120		115,135
Samsung Electronics Co., Ltd. (Preference Shares)		100		77,627
				563,585
				1,434,250
Energy – 3.6%
Oil, Gas & Consumable Fuels – 3.6%
Eni SpA		12,810		201,506
LUKOIL PJSC (Sponsored ADR)(e)		14,810		504,429
MOL Hungarian Oil & Gas PLC		1,480		64,496
Tatneft PAO (Sponsored ADR)		6,410		179,480
				949,911
Utilities – 2.6%
Electric Utilities – 1.6%
CEZ AS		12,610		262,288
Transmissora Alianca de Energia Eletrica SA		29,400		141,420
				403,708
Independent Power and Renewable Electricity Producers – 0.9%
Huaneng Power International, Inc. – Class H		222,000		240,951
Water Utilities – 0.1%
Cia de Saneamento do Parana (Preference Shares)		28,500		28,036
				672,695

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 15

Portfolio of Investments

Company		Shares		U.S. $ Value
Telecommunication Services – 1.9%
Diversified Telecommunication Services – 0.5%
China Telecom Corp., Ltd. – Class H			162,000	$	78,071
Magyar Telekom Telecommunications PLC(a)			37,140		51,717
					129,788
Wireless Telecommunication Services – 1.4%
China Mobile Ltd.			14,500		172,994
SK Telecom Co., Ltd.			590		130,883
Turkcell Iletisim Hizmetleri AS			15,800		55,133
					359,010
					488,798
Health Care – 1.3%
Health Care Providers & Services – 0.6%
Life Healthcare Group Holdings Ltd.			32,340		83,194
Odontoprev SA			33,000		79,493
					162,687
Pharmaceuticals – 0.7%
Lupin Ltd.			6,060		188,233
					350,920
Total Common Stocks (cost $15,314,305)					14,444,466
		Principal Amount (000)
GOVERNMENTS – SOVEREIGN BONDS – 10.1%
Brazil – 1.2%
Brazilian Government International Bond 4.25%, 1/07/25	U.S.$		200		175,000
5.00%, 1/27/45			200		149,500
					324,500
Colombia – 0.9%
Colombia Government International Bond 2.625%, 3/15/23			265		236,181
Hungary – 0.7%
Hungary Government International Bond 5.75%, 11/22/23			112		124,600
6.375%, 3/29/21			62		70,773
					195,373
Indonesia – 2.2%
Indonesia Government International Bond 3.375%, 4/15/23(d)			644		586,843
Kazakhstan – 0.6%
Kazakhstan Government International Bond 4.875%, 10/14/44(d)			200		159,000

16 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Mexico – 0.8%
Mexico Government International Bond 4.00%, 10/02/23	U.S.$		124	$	126,294
4.75%, 3/08/44			98		89,425
					215,719
Panama – 0.8%
Panama Government International Bond 4.00%, 9/22/24			200		197,250
Peru – 0.7%
Peruvian Government International Bond 4.125%, 8/25/27			32		31,360
7.35%, 7/21/25			117		145,957
					177,317
Poland – 0.4%
Poland Government International Bond 5.00%, 3/23/22			87		97,223
South Africa – 0.4%
South Africa Government International Bond 5.875%, 5/30/22			100		108,000
Turkey – 1.3%
Turkey Government International Bond 7.00%, 6/05/20			95		104,975
7.375%, 2/05/25			207		236,756
					341,731
Uruguay – 0.1%
Uruguay Government International Bond 5.10%, 6/18/50			43		37,733
Total Governments – Sovereign Bonds (cost $2,773,156)					2,676,870
QUASI-SOVEREIGNS – 8.6%
Quasi-Sovereign Bonds – 8.6%
Azerbaijan – 0.7%
State Oil Co. of the Azerbaijan Republic Series E 4.75%, 3/13/23(d)			200		174,000
Chile – 0.7%
Corp. Nacional del Cobre de Chile 4.50%, 9/16/25(d)			200		192,125
Hungary – 0.8%
Magyar Export-Import Bank Zrt 4.00%, 1/30/20(d)			200		200,900
Indonesia – 0.6%
Perusahaan Listrik Negara PT 5.25%, 10/24/42(d)			200		158,000

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 17

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Kazakhstan – 1.1%
KazMunayGas National Co. JSC 5.75%, 4/30/43(d)	U.S.$		200	$	145,500
9.125%, 7/02/18(d)			142		153,928
					299,428
Mexico – 1.7%
Petroleos Mexicanos 3.50%, 1/30/23			362		325,800
4.25%, 1/15/25(d)			48		43,920
5.50%, 6/27/44			65		52,162
5.625%, 1/23/46(d)			44		35,836
					457,718
South Africa – 0.7%
Eskom Holdings SOC Ltd. 7.125%, 2/11/25(d)			200		188,186
Turkey – 0.9%
Export Credit Bank of Turkey 5.375%, 11/04/16(d)			224		228,561
Venezuela – 1.4%
Petroleos de Venezuela SA 5.25%, 4/12/17(d)			200		89,880
6.00%, 5/16/24(d)			389		126,425
8.50%, 11/02/17(d)			98		65,215
9.00%, 11/17/21(d)			238		85,085
					366,605
Total Quasi-Sovereigns (cost $2,522,751)					2,265,523
EMERGING MARKETS – SOVEREIGNS – 8.3%
Argentina – 1.1%
Argentina Boden Bonds 7.00%, 10/03/15			142		142,000
Argentina Bonar Bonds Series X 7.00%, 4/17/17			97		94,748
Argentine Republic Government International Bond Series NY 2.50%, 12/31/38(f)(g)			94		54,285
					291,033
Costa Rica – 0.7%
Costa Rica Government International Bond 7.00%, 4/04/44(d)			200		176,750
Dominican Republic – 1.3%
Dominican Republic International Bond 5.875%, 4/18/24(d)			225		221,625
7.45%, 4/30/44(d)			114		116,422
					338,047

18 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
Ecuador – 0.5%
Ecuador Government International Bond 7.95%, 6/20/24(d)	U.S.$		200		$	141,000
El Salvador – 0.3%
El Salvador Government International Bond 6.375%, 1/18/27(d)			93			81,608
Gabon – 0.6%
Gabonese Republic 6.375%, 12/12/24(d)			200			165,000
Ivory Coast – 0.4%
Ivory Coast Government International Bond 5.75%, 12/31/32(d)			124			107,355
Russia – 1.3%
Russian Foreign Bond – Eurobond 7.50%, 3/31/30(d)			194			228,157
5.00%, 4/29/20(d)			100			103,375
						331,532
Sri Lanka – 1.1%
Sri Lanka Government International Bond 6.00%, 1/14/19(d)			281			283,809
United Republic of Tanzania – 0.7%
Tanzania Government International Bond 6.538%, 3/09/20(d)(h)			200			195,014
Venezuela – 0.3%
Venezuela Government International Bond 7.75%, 10/13/19(d)			207			70,898
Total Emerging Markets – Sovereigns (cost $2,291,577)						2,182,046
GOVERNMENTS – TREASURIES – 6.1%
Brazil – 0.7%
Brazil Notas do Tesouro Nacional Series B 6.00%, 8/15/22-8/15/50	BRL		217			127,300
Series F 10.00%, 1/01/17			296			70,023
						197,323
Colombia – 0.7%
Colombian TES Series B 7.75%, 9/18/30	COP		619,400			180,985
Indonesia – 0.0%
Indonesia Treasury Bond Series FR70 8.375%, 3/15/24	IDR		– 0	–#		– 0	–^

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 19

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
Mexico – 1.0%
Mexican Bonos Series M 10 8.50%, 12/13/18	MXN		3,960	$	259,644
Russia – 0.9%
Russian Federal Bond – OFZ Series 6215 7.00%, 8/16/23	RUB		18,456		225,015
United States – 2.8%
U.S. Treasury Bonds 3.125%, 8/15/44	U.S.$		217		227,115
U.S. Treasury Notes 1.375%, 3/31/20			128		128,387
2.375%, 8/15/24			368		379,021
					734,523
Total Governments – Treasuries (cost $1,834,848)					1,597,490
EMERGING MARKETS – CORPORATE BONDS – 3.5%
Industrial – 3.5%
Basic – 0.6%
Gold Fields Orogen Holdings BVI Ltd. 4.875%, 10/07/20(d)			200		161,000
Consumer Cyclical - Retailers – 0.9%
Office Depot de Mexico SA de CV 6.875%, 9/20/20(d)			248		247,876
Consumer Non-Cyclical – 2.0%
Arcelik AS 5.00%, 4/03/23(d)			260		230,100
Marfrig Holding Europe BV 8.375%, 5/09/18(d)			200		186,500
Tonon Luxembourg SA 7.25%, 1/24/20(d)(i)			285		96,034
Virgolino de Oliveira Finance SA 11.75%, 2/09/22(c)(f)(j)			202		2,020
					514,654
Total Emerging Markets – Corporate Bonds (cost $1,309,579)					923,530
		Shares
INVESTMENT COMPANIES – 1.1%
Funds and Investment Trusts – 1.1%
VFMVN30 ETF Fund(a) (cost $292,373)			708,000		299,233

20 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

		Principal Amount (000)		U.S. $ Value
EMERGING MARKETS – TREASURIES – 0.7%
Dominican Republic – 0.7%
Dominican Republic International Bond 16.00%, 7/10/20(c)(j) (cost $206,176)	DOP		7,100	$	191,954
GOVERNMENTS – SOVEREIGN AGENCIES – 0.7%
Brazil – 0.5%
Banco do Brasil SA/Cayman 9.00%, 6/18/24(d)(k)	U.S.$		200		116,414
Petrobras Global Finance BV 6.85%, 6/05/15			23		14,662
					131,076
Colombia – 0.2%
Ecopetrol SA 5.875%, 5/28/45			27		20,790
7.375%, 9/18/43			28		25,620
					46,410
Total Governments – Sovereign Agencies (cost $274,420)					177,486
		Shares
WARRANTS – 0.5%
Industrials – 0.5%
Airlines – 0.5%
Air Arabia PJSC, Deutsche Bank, London, expiring 7/31/17(a) (cost $129,373)			349,680		133,306
		Contracts
OPTIONS PURCHASED – CALLS – 0.4%
Options on Funds and Investment Trusts – 0.4%
iShares MSCI Emerging Markets ETF Expiration: Nov 2015, Exercise Price: $ 31.50(a)(l) (premiums paid $107,380)			453		98,754
		Shares
SHORT-TERM INVESTMENTS – 8.4%
Investment Companies – 8.3%
AB Fixed-Income Shares, Inc. – Government STIF Portfolio, 0.14%(m)(n) (cost $2,184,500)			2,184,500		2,184,500

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 21

Portfolio of Investments

		Principal Amount (000)			U.S. $ Value
TIME DEPOSITS – 0.1%
BBH, Grand Cayman (0.238)%, 10/01/15	EUR		1		$	1,370
0.005%, 10/01/15	JPY		263			2,192
0.005%, 10/02/15	HKD		44			5,689
0.057%, 10/01/15	GBP		1			2,187
0.058%, 10/01/15	CAD		1			580
0.10%, 10/01/15	SGD		1			992
0.154%, 10/01/15	NOK		7			788
0.918%, 10/01/15	AUD		– 0	–#		10
5.50%, 10/01/15	ZAR		26			1,859
Total Time Deposits (cost $15,813)						15,667
Total Short-Term Investments (cost $2,200,313)						2,200,167
		Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 0.7%
Investment Companies – 0.7%
AB Exchange Reserves – Class I, 0.13% (cost $175,000)			175,000			175,000
Total Investments – 103.9% (cost $29,431,251)						27,365,825
Other assets less liabilities – (3.9)%						(1,025,910	)
Net Assets – 100.0%					$	26,339,915

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at September 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Mini MSCI Emerging Markets Index Futures		10		December 2015	$	387,532	$	396,880	$	9,348
U.S. T-Note 10 Yr Futures (CBT)		6		December 2015		769,922		772,406		2,484
U.S. T-Note 5 Yr (CBT) Futures		9		December 2015		1,083,516		1,084,641		1,125
Sold Contracts
Mini MSCI Emerging Markets Index Futures		45		December 2015		1,810,125		1,785,959		24,166
									$	37,123

22 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)				In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		USD	488			PLN	1,839		12/15/15	$	(5,363	)
Deutsche Bank AG		USD	878			CNY	5,670		12/15/15		6,087
Goldman Sachs Bank USA		BRL	1,368			USD	344		10/02/15		(729	)
Goldman Sachs Bank USA		USD	344			BRL	1,368		10/02/15		1,084
Morgan Stanley Capital Services LLC		COP	373,593			USD	125		12/15/15		5,240
Morgan Stanley Capital Services LLC		CZK	15,237			USD	635		12/15/15		6,757
Royal Bank of Scotland PLC		USD	– 0	–**		COP	1,406		12/15/15		– 0	–^
Royal Bank of Scotland PLC		USD	299			KRW	356,606		12/15/15		820
Standard Chartered Bank		BRL	475			USD	57,356		10/02/15		35,818
Standard Chartered Bank		USD	702			INR	47,441		12/15/15		11,909
UBS AG		EUR	730			USD	820		12/15/15		3,190
UBS AG		USD	475			JPY	57,356		12/15/15		3,485
										$	68,298

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co. LLC/(CME)	$	210		2/27/45	3 Month LIBOR	2.476%	$	(1,969	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at September 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank, NA
Brazil Government International Bond, 4.25% 1/07/25, 12/20/20*		(1.00	)%		4.74	%	BRL	220	$	36,313	$	34,966	$	1,347
Venezuela Government International Bond, 9.25% 9/15/27, 9/20/16*		(5.00	)		72.22		$	400		178,436		26,508		151,928

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 23

Portfolio of Investments

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at September 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Barclays Bank PLC
CDX-EM Series 22, 5 Year Index, 12/20/19*		1.00	%		4.41	%	$	340	$	(42,932	)	$	(26,588	)	$	(16,344	)
CDX-EM Series 23, 5 Year Index, 6/20/20*		1.00			3.94			900		(109,215	)		(76,128	)		(33,087	)
Citibank, NA
CDX-EM Series 23, 5 Year Index, 6/20/20*		1.00			3.94			170		(20,629	)		(20,637	)		8
CDX-EM Series 23, 5 Year Index, 6/20/20*		1.00			3.94			840		(101,935	)		(77,136	)		(24,799	)
Russian Federation, 7.500% 3/31/30, 12/20/20*		1.00			3.45			160		(18,057	)		(19,533	)		1,476
									$	(78,019	)	$	(158,548	)	$	80,529

* Termination date

^ Less than $0.50.

# Principal amount less than 500.

** Amount less than 500.

(a) Non-income producing security.

(b) Fair valued by the Adviser.

(c) Illiquid security.

(d) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2015, the aggregate market value of these securities amounted to $5,732,066 or 21.8% of net assets.

(e) Represents entire or partial securities out on loan. See Note E for securities lending information.

(f) Security is in default and is non-income producing.

(g) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at September 30, 2015.

(h) Floating Rate Security. Stated interest rate was in effect at September 30, 2015.

(i) Pay-In-Kind Payments (PIK). The issuer may pay cash interest and/or interest in additional debt securities. Rates shown are the rates in effect at September 30, 2015.

(j) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.74% of net assets as of September 30, 2015, are considered illiquid and restricted.

24 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Portfolio of Investments

Restricted Securities	Acquisition Date		Cost		Market Value		Percentage of Net Assets
Dominican Republic International Bond 16.00%, 7/10/20		9/11/12	$	206,176	$	191,954		0.73	%
Virgolino de Oliveira Finance SA 11.75%, 2/09/22		7/12/13		172,628		2,020		0.01	%

(k) Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

(l) One contract relates to 100 shares.

(m) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(n) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviation:

AUD – Australian Dollar

BRL – Brazilian Real

CAD – Canadian Dollar

CNY – Chinese Yuan Renminbi

COP – Colombian Peso

CZK – Czech Koruna

DOP – Dominican Peso

EUR – Euro

GBP – Great British Pound

HKD – Hong Kong Dollar

IDR – Indonesian Rupiah

INR – Indian Rupee

JPY – Japanese Yen

KRW – South Korean Won

MXN – Mexican Peso

NOK – Norwegian Krone

PLN – Polish Zloty

RUB – Russian Ruble

SGD – Singapore Dollar

USD – United States Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

CBT – Chicago Board of Trade

CDX-EM – Emerging Market Credit Default Swap Index

CME – Chicago Mercantile Exchange

ETF – Exchange Traded Fund

GDR – Global Depositary Receipt

JSC – Joint Stock Company

LIBOR – London Interbank Offered Rates

MSCI – Morgan Stanley Capital International

NVDR – Non Voting Depositary Receipt

PJSC – Public Joint Stock Company

REG – Registered Shares

See notes to financial statements.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 25

Portfolio of Investments

STATEMENT OF ASSETS & LIABILITIES

September 30, 2015 (unaudited)

Assets
Investments in securities, at value
Unaffiliated issuers (cost $27,071,751)	$	25,006,325	(a)
Affiliated issuers (cost $2,359,500—including investment of cash collateral for securities loaned of $175,000)		2,359,500
Cash collateral due from broker		109,600
Foreign currencies, at value (cost $88,682)		88,745
Receivable for investment securities sold and foreign currency transactions		1,701,092
Receivable for variation margin on exchange-traded derivatives		473,399
Dividends and interest receivable		226,461
Unrealized appreciation on credit default swaps		154,759
Unrealized appreciation on forward currency exchange contracts		74,390
Upfront premiums paid on credit default swaps		61,474
Receivable for terminated credit default swaps		33,112
Receivable for capital stock sold		12,694
Receivable from Adviser		10,706
Total assets		30,312,257
Liabilities
Payable for capital stock redeemed		2,591,462
Payable for variation margin on exchange-traded derivatives		524,586
Upfront premiums received on credit default swaps		220,022
Payable for investment securities purchased and foreign currency transactions		193,501
Payable for collateral received on securities loaned		175,000
Unrealized depreciation on credit default swaps		74,230
Due to Custodian		15,889
Unrealized depreciation on forward currency exchange contracts		6,092
Transfer Agent fee payable		1,341
Distribution fee payable		246
Accrued expenses and other liabilities		169,973
Total liabilities		3,972,342
Net Assets	$	26,339,915
Composition of Net Assets
Capital stock, at par	$	324
Additional paid-in capital		32,562,391
Distributions in excess of net investment income		(129,307	)
Accumulated net realized loss on investment and foreign currency transactions		(4,201,255	)
Net unrealized depreciation of investments and foreign currency denominated assets and liabilities		(1,892,238	)
	$	26,339,915

See notes to financial statements.

26 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Statement of Assets & Liabilities

Net Asset Value Per Share—27 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	656,800		80,791	$	8.13	*
C	$	90,374		11,137	$	8.11
Advisor	$	10,892,773		1,338,323	$	8.14
R	$	8,106		1,000.208	$	8.10
K	$	177,223		21,905	$	8.09
I	$	14,514,639		1,791,735	$	8.10

(a) Includes securities on loan with a value of $170,300 (see Note E).

* The maximum offering price per share for Class A was $8.49 which reflects a sales charge of 4.25%.

See notes to financial statements.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 27

Statement of Assets & Liabilities

STATEMENT OF OPERATIONS

Six Months Ended September 30, 2015 (unaudited)

Investment Income
Interest (net of foreign taxes withheld of $895)	$	361,047
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $75,410)		592,880
Affiliated issuers		535
Securities lending income		2,843		$	957,305
Expenses
Advisory fee (see Note B)		159,586
Distribution fee—Class A		1,027
Distribution fee—Class C		494
Distribution fee—Class R		22
Distribution fee—Class K		128
Transfer agency—Class A		377
Transfer agency—Class C		51
Transfer agency—Advisor Class		7,731
Transfer agency—Class R		3
Transfer agency—Class K		89
Transfer agency—Class I		2,511
Custodian		92,982
Audit and tax		39,543
Registration fees		33,670
Administrative		23,107
Legal		19,350
Printing		14,804
Directors’ fees		10,545
Miscellaneous		33,745
Total expenses		439,765
Less: expenses waived and reimbursed by the Adviser (see Note B)		(222,242	)
Net expenses					217,523
Net investment income					739,782
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(459,473	)(a)
Swaps					18,757
Futures					481,306
Foreign currency transactions					(378,049	)
Net change in unrealized appreciation/depreciation of:
Investments					(2,673,440	)(b)
Swaps					(58,243	)
Futures					11,220
Foreign currency denominated assets and liabilities					35,816
Net loss on investment and foreign currency transactions					(3,022,106	)
Net Decrease in Net Assets from Operations				$	(2,282,324	)

(a) Includes foreign capital gains taxes of $6,708.

(b) Includes increase in accrued foreign capital gains taxes of $2,993.

See notes to financial statements.

28 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Statement of Operations

STATEMENT OF CHANGES IN NET ASSETS

	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31, 2015
Increase (Decrease) in Net Assets from Operations
Net investment income	$	739,782		$	1,143,438
Net realized gain (loss) on investment and foreign currency transactions		(337,459	)		435,449
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(2,684,647	)		(790,942	)
Net increase (decrease) in net assets from operations		(2,282,324	)		787,945
Dividends to Shareholders from
Net investment income
Class A		(15,116	)		(27,507	)
Class C		(1,714	)		(3,346	)
Advisor Class		(332,701	)		(681,027	)
Class R		(179	)		(367	)
Class K		(3,508	)		(446	)
Class I		(364,260	)		(778,022	)
Capital Stock Transactions
Net decrease		(3,270,325	)		(1,973,152	)
Total decrease		(6,270,127	)		(2,675,922	)
Net Assets
Beginning of period		32,610,042			35,285,964
End of period (including distributions in excess of net investment income of $(129,307) and $(151,611), respectively)	$	26,339,915		$	32,610,042

See notes to financial statements.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 29

Statement of Changes in Net Assets

NOTES TO FINANCIAL STATEMENTS

September 30, 2015 (unaudited)

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. Prior to January 20, 2015, the Company was known as AllianceBernstein Cap Fund, Inc. The Company operates as a series company currently comprised of 28 portfolios: AB Small Cap Growth Portfolio, AB Market Neutral Strategy—U.S., AB Emerging Markets Multi-Asset Portfolio, AB Select US Equity Portfolio, AB All Market Growth Portfolio, AB Select US Long/Short Portfolio, AB Concentrated Growth Fund, AB Multi-Manager Alternative Strategies Fund, AB Long/Short Multi-Manager Fund, AB Global Core Equity Portfolio, AB Emerging Markets Growth Portfolio, AB Small Cap Value Portfolio, AB Multi-Manager Select Retirement Allocation Fund, AB Multi-Manager Select 2010 Fund, AB Multi-Manager Select 2015 Fund, AB Multi-Manager Select 2020 Fund, AB Multi-Manager Select 2025 Fund, AB Multi-Manager Select 2030 Fund, AB Multi-Manager Select 2035 Fund, AB Multi-Manager Select 2040 Fund, AB Multi-Manager Select 2045 Fund, AB Multi-Manager Select 2050 Fund, AB Multi-Manager Select 2055 Fund, AB All Market Income Portfolio, AB All Market Alternative Return Portfolio, AB Concentrated International Growth Portfolio, AB International Strategic Core Portfolio and AB Emerging Markets Core Portfolio (the “Portfolios”). The AB Small Cap Growth Portfolio, AB Market Neutral Strategy—U.S., AB Emerging Markets Multi-Asset Portfolio and AB Select US Equity Portfolio are each diversified Portfolios. All of the other Portfolios are non-diversified. AB Concentrated Growth Fund commenced operations on February 28, 2014. AB Multi-Manager Alternative Strategies Fund commenced operations on July 31, 2014. AB Long/Short Multi-Manager Fund commenced operations on September 30, 2014. AB Global Core Equity Portfolio commenced operations on November 12, 2014. AB Emerging Markets Growth Portfolio commenced operations on November 13, 2014. AB Small Cap Value Portfolio commenced operations on December 3, 2014. AB Multi-Manager Select Retirement Allocation Fund and AB Multi-Manager Select 2010-2055 Funds commenced operations on December 15, 2014. AB All Market Income Portfolio commenced operations on December 18, 2014. AB All Market Alternative Return Portfolio commenced operations on March 9, 2015. AB Concentrated International Growth Portfolio commenced operations on April 15, 2015. AB International Strategic Core Portfolio commenced operations on July 29, 2015. AB Emerging Markets Core Portfolio commenced operations on September 9, 2015. Each Portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Emerging Markets Multi-Asset Portfolio (the “Fund”). Prior to January 20, 2015, the Fund was known as AllianceBernstein Emerging Markets Multi-Asset Portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class 1 and Class 2 shares. Class B, Class 1 and Class 2 shares are not currently being offered. As of September 30, 2015, AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class R and Class I shares. Class A shares

30 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All nine classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 31

Notes to Financial Statements

price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security; swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

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

32 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

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

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

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 33

Notes to Financial Statements

generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of September 30, 2015:

Investments in Securities	Level 1			Level 2			Level 3			Total
Common Stocks:
Financials	$	227,079		$	3,548,790		$	37,648		$	3,813,517
Consumer Discretionary		517,792			1,384,257			– 0	–		1,902,049
Consumer Staples		845,218			819,348			– 0	–		1,664,566
Materials		185,420			1,431,306			– 0	–		1,616,726
Industrials		257,916			1,084,591			208,527			1,551,034
Information Technology		76,877			1,357,373			– 0	–		1,434,250
Energy		683,909			266,002			– 0	–		949,911
Utilities		169,456			503,239			– 0	–		672,695
Telecommunication Services		– 0	–		488,798			– 0	–		488,798
Health Care		79,493			271,427			– 0	–		350,920
Governments – Sovereign Bonds		– 0	–		2,676,870			– 0	–		2,676,870
Quasi-Sovereigns		– 0	–		2,265,523			– 0	–		2,265,523
Emerging Markets – Sovereigns		– 0	–		2,182,046			– 0	–		2,182,046
Governments – Treasuries		– 0	–		1,597,490			– 0	–		1,597,490
Emerging Markets – Corporate Bonds		– 0	–		923,530			– 0	–		923,530
Investment Companies		299,233			– 0	–		– 0	–		299,233
Emerging Markets – Treasuries		– 0	–		– 0	–		191,954			191,954
Governments – Sovereign Agencies		– 0	–		177,486			– 0	–		177,486
Warrants		– 0	–		133,306			– 0	–		133,306
Options Purchased – Calls		– 0	–		98,754			– 0	–		98,754
Short-Term Investments:
Investment Companies		2,184,500			– 0	–		– 0	–		2,184,500
Time Deposits		– 0	–		15,667			– 0	–		15,667
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		175,000			– 0	–		– 0	–		175,000
Total Investments in Securities		5,701,893			21,225,803	+		438,129			27,365,825

34 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

Investments in Securities	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets
Futures	$	3,609		$	33,514		$	– 0	–	$	37,123	†
Forward Currency Exchange Contracts		– 0	–		74,390			– 0	–		74,390
Credit Default Swaps		– 0	–		154,759			– 0	–		154,759
Liabilities
Forward Currency Exchange Contracts		– 0	–		(6,092	)		– 0	–		(6,092	)
Centrally Cleared Interest Rate Swaps		– 0	–		(1,969	)		– 0	–		(1,969	)†
Credit Default Swaps		– 0	–		(74,230	)		– 0	–		(74,230	)
Total^	$	5,705,502		$	21,406,175		$	438,129		$	27,549,806

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Fund’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

† Only variation margin receivable/payable at period end is reported within the statements of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

^ An amount of $1,587,776 was transferred from Level 1 and Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period. There were no transfers from Level 2 to Level 1 during the reporting period

The Fund recognizes all transfers between levels of the fair value hierarchy assuming the financial instrument was transferred at the beginning of the reporting period.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks			Emerging Markets - Treasuries			Totals
Balance as of 3/31/15	$	44,872		$	199,697		$	244,569
Accrued discounts/(premiums)		– 0	–		(1,623	)		(1,623	)
Realized gain (loss)		– 0	–		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(82,697	)		(6,120	)		(88,817	)
Purchases		284,000			– 0	–		284,000
Sales		– 0	–		– 0	–		– 0	–
Reclassification		– 0	–		– 0	–		– 0	–
Transfers into Level 3		– 0	–		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–		– 0	–
Balance as of 9/30/15	$	246,175		$	191,954		$	438,129	+
Net change in unrealized appreciation/depreciation from investments held as of 9/30/15**	$	(82,697	)	$	(6,120	)	$	(88,817	)

+ There were no transfers into or out of Level 3 during the reporting period.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 35

Notes to Financial Statements

** The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

The following presents information about significant unobservable inputs related to the Fund’s Level 3 investments at September 30, 2015. Securities priced by third party vendors are excluded from the following table.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 9/30/2015	Valuation Technique	Unobservable Input	Range/ Weighted Average
Common Stocks	$208,527	Market Approach	Discount of Last Traded Price	$	0.33/N/A
	$37,648	Market Approach	Discount of Last Traded Price	$	0.17/N/A

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Fund. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments, and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and

36 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

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

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

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 37

Notes to Financial Statements

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of 1% of the first $1 billion, .95% of the next $1 billion, .90% of the next $1 billion and .85% in excess of $3 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to reimburse its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (“the Expense Caps”) to 1.60%, 2.35%, 1.35%, 1.85%, 1.60%, and 1.35% of the daily average net assets for the Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. The Expense Caps may not be terminated before July 31, 2016. For the six months ended September 30, 2015, such waiver/reimbursement amounted to $199,135. Prior to July 31, 2015, the Adviser had agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.65% of daily average net assets for Class A shares.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the six months ended September 30, 2015, Adviser voluntarily agreed to waive such fees in the amount of $23,107.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. The compensation retained by ABIS amounted to $9,009 for the six months ended September 30, 2015.

38 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

AllianceBernstein Investments, Inc. (the “Distributor”), is a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $73 from the sale of Class A shares and received $11 in contingent deferred sales charges imposed upon redemption by shareholders of Class A shares for the six months ended September 30, 2015.

The Fund may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Fund’s transactions in shares of the Government STIF Portfolio for the six months ended September 30, 2015 is as follows:

Market Value March 31, 2015 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30,  2015 (000)		Dividend Income (000)
$    1,321	$	8,988	$	8,124	$	2,185	$	1

Brokerage commissions paid on investment transactions for the six months ended September 30, 2015 amounted to $35,487, none of which was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. Effective July 31, 2015, payments under the Agreement in respect of Class A shares are limited to an annual rate of .25% of Class A share’s average daily net assets. There are no distribution and servicing fees on Advisor Class and Class I shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operation, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $534, and $34 for Class C and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 39

Notes to Financial Statements

and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs, incurred by the Distributor, beyond the current fiscal period for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended September 30, 2015, were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	15,959,581	$	18,988,528
U.S. government securities		928,713		428,519

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation (excluding foreign currency, futures and swaps) are as follows:

Gross unrealized appreciation	$	929,504
Gross unrealized depreciation		(2,994,930	)
Net unrealized depreciation	$	(2,065,426	)

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward

40 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended September 30, 2015, the Fund held foreign-currency contracts for hedging and non-hedging purposes.

• Futures

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

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counter party to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures contracts is generally less than privately negotiated futures contracts, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended September 30, 2015, the Fund held futures for hedging and non-hedging purposes.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 41

Notes to Financial Statements

• Option Transactions

For hedging and investment purposes, the Fund may purchase and write (sell) put and call options on U.S. and foreign securities, including government securities, and foreign currencies that are traded on U.S. and foreign securities exchanges and over-the-counter markets. Among other things, the Fund may use options transactions for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions” and may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, for hedging and investment purposes.

The risk associated with purchasing an option is that the Fund pays a premium whether or not the option is exercised. Additionally, the Fund bears the risk of loss of the premium and change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. The cost of securities acquired through the exercise of call options is increased by premiums paid. The proceeds from securities sold through the exercise of put options are decreased by the premiums paid.

When the Fund writes an option, the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Fund on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Fund. In writing an option, the Fund bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Fund could result in the Fund selling or buying a security or currency at a price different from the current market value.

During the six months ended September 30, 2015, the Fund held purchased options for hedging and non-hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions”. A swap is an agreement that obligates two

42 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 43

Notes to Financial Statements

amount is shown as cash collateral due from broker on the statement of asset and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

During the six months ended September 30, 2015, the Fund held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the

44 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon interest rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/ (pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same reference obligation with the same counterparty. As of September 30, 2015, the Fund did not have any Buy Contracts with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

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

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

During the six months ended September 30, 2015, the Fund held credit default swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agree-

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 45

Notes to Financial Statements

ments (collectively, “Master Agreements”) with its derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as derivative transactions, repurchase and reverse repurchase agreements. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Fund and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

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

At September 30, 2015 the Fund had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	3,609	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	1,969	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		74,390		Unrealized depreciation on forward currency exchange contracts		6,092

46 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Credit contracts	Unrealized appreciation on credit default swaps	$	154,759		Unrealized depreciation on credit default swaps	$	74,230
Equity contracts	Receivable/Payable for variation margin on exchange-traded derivatives		33,514	*
Equity contracts	Investment in securities, at value		98,754
Total		$	365,026			$	82,291

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) on exchange-traded derivatives as reported as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended September 30, 2015:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation of swaps	$	2,316		$	(6,264	)
Interest rate contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/ depreciation of futures		18,814			(1,868	)
Foreign exchange contracts	Net realized gain/(loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(156,190	)		32,364
Credit contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/ depreciation of swaps		16,441			(51,979	)

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 47

Notes to Financial Statements

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	462,492		$	13,088
Equity contracts	Net realized gain/(loss) on investment transactions; Net change in unrealized appreciation/depreciation of investment transactions		(90,457	)		4,741
Total		$	253,416		$	(9,918	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the six months ended September 30, 2015:

Credit Default Swaps:
Average notional amount of buy contracts	$	494,286
Average notional amount of sale contracts	$	1,294,286
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	210,000
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	4,911,988
Average principal amount of sale contracts	$	2,938,842
Futures:
Average notional amount of buy contracts	$	1,317,193	(a)
Average notional amount of sale contracts	$	1,844,859
Purchased Options Contracts:
Average monthly cost	$	59,525	(b)

^(a)  Positions were open for five months during the period.

^(b)  Positions were open for four months during the period.

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

48 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

All derivatives held at year end were subject to netting arrangements. The following tables present the Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of September 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Goldman Sachs & Co.**	$	473,301	$	(473,301	)	$	– 0	–	$	– 0	–	$	– 0	–
Morgan Stanley & Co., LLC**		98,852		– 0	–		– 0	–		– 0	–		98,852
Total	$	572,153	$	(473,301	)	$	– 0	–	$	– 0	–	$	98,852
OTC Derivatives:
Citibank, NA.	$	214,749	$	(140,621	)	$	– 0	–	$	– 0	–	$	74,128
Deutsche Bank AG.		6,087		– 0	–		– 0	–		– 0	–		6,087
Goldman Sachs Bank USA		1,084		(729	)		– 0	–		– 0	–		355
Morgan Stanley Captial Services, LLC.		11,997		– 0	–		– 0	–		– 0	–		11,997
Royal Bank of Scotland PLC		820		– 0	–		– 0	–		– 0	–		820
Standard Chartered Bank		47,727		– 0	–		– 0	–		– 0	–		47,727
UBS AG		6,675		– 0	–		– 0	–		– 0	–		6,675
Total	$	289,139	$	(141,350	)	$	– 0	–	$	– 0	–	$	147,789	^
Exchange-Traded Derivatives:
Goldman Sachs & Co.**	$	524,586	$	(473,301	)	$	(51,285	)	$	– 0	–	$	– 0	–
Total	$	524,586	$	(473,301	)	$	(51,285	)	$	– 0	–	$	– 0	–
OTC Derivatives:
Barclays Bank PLC	$	152,147	$	– 0	–	$	– 0	–	$	– 0	–	$	152,147
Brown Brothers Harriman & Co.		5,363		– 0	–		– 0	–		– 0	–		5,363
Citibank, NA.		140,621		(140,621	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA		729		(729	)		– 0	–		– 0	–		– 0	–
Total	$	298,860	$	(141,350	)	$	– 0	–	$	– 0	–	$	157,510	^

* The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at September 30, 2015.

^ Net amount represents the net receivable (payable) that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 49

Notes to Financial Statements

2. Currency Transactions

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

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash. The Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Fund to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. A Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Fund earned securities lending income of $2,843 and $60 from the borrowers and AB Exchange Reserves, respectively, for the six months ended September 30, 2015; these

50 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

amounts are reflected in the statement of operations. At September 30, 2015, the Fund had securities on loan with a value of $170,300 and had received cash collateral of $175,000 which had been invested into AB Exchange Reserves. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Fund’s transactions in shares of AB Exchange Reserves for the six months ended September 30, 2015 is as follows:

Market Value March 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2015 (000)
	$    62	$	2,757	$	2,644	$	175

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31, 2015			Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31, 2015
Class A
Shares sold		22,666			18,909		$	208,424		$	182,183
Shares issued in reinvestment of dividends		1,515			3,007			13,118			26,466
Shares redeemed		(13,906	)		(17,196	)		(121,996	)		(162,311	)
Net increase		10,275			4,720		$	99,546		$	46,338
Class C
Shares sold		126			4,617		$	1,153		$	44,629
Shares issued in reinvestment of dividends		181			349			1,559			3,034
Shares redeemed		(145	)		(1,463	)		(1,311	)		(13,226	)
Net increase		162			3,503		$	1,401		$	34,437
Advisor Class
Shares sold		169,183			518,479		$	1,492,195		$	4,791,695
Shares issued in reinvestment of dividends		32,317			66,830			280,467			590,678
Shares redeemed		(619,467	)		(590,539	)		(5,329,652	)		(5,517,357	)
Net decrease		(417,967	)		(5,230	)	$	(3,556,990	)	$	(134,984	)

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 51

Notes to Financial Statements

Shares

Amount

Six Months Ended September 30, 2015 (unaudited)

Year Ended March 31, 2015

Six Months Ended September 30, 2015 (unaudited)

Year Ended March 31, 2015

Class R

Shares sold

– 0

–

– 0

–

$

–0

–

$

– 0

–

Shares issued in reinvestment of dividends

– 0

–*

– 0

–*

– 0

–**

– 0

–**

Shares redeemed

– 0

–

– 0

–

– 0

–

– 0

–

Net increase

– 0

–

– 0

–

$

–0

–

$

– 0

–

Class K

Shares sold

20,548

236

$

183,895

$

2,281

Shares issued in reinvestment of dividends

389

6

3,314

51

Shares redeemed

(180

)

(94

)

(1,491

)

(931

)

Net increase

20,757

148

$

185,718

$

1,401

Class I

Shares sold

– 0

–

– 0

–

$

– 0

–

$

– 0

–

Shares issued in reinvestment of dividends

– 0

–

34

– 0

–

303

Shares redeemed

– 0

–

(205,573

)

– 0

–

(1,920,647

)

Net decrease

– 0

–

(205,539

)

$

– 0

–

$

(1,920,344

)

* Amount represents less than 0.500 shares.

** Amount represents less than $1.

NOTE G

Risks Involved in Investing in the Fund

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

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

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

Country Concentration Risk—The Fund may not always be diversified among countries or geographic regions and the effect on the Fund’s net asset value, or

52 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

NAV, of the specific risks identified above, such as political, regulatory and currency risks, may be magnified due to concentration of the Fund’s investments in a particular country or region.

Allocation Risk—Allocating assets among different asset classes may have a large impact on returns if one of those asset classes significantly underperforms the others.

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

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Fund’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Fund’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

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

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward commitments or dollar rolls or by borrowing money. The use of derivative instruments by the Fund, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 53

Notes to Financial Statements

result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

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

NOTE H

Distributions to Shareholders

The tax character of distributions paid for the year ending March 31,2016 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended March 31, 2015 and March 31, 2014 were as follows:

	2015			2014
Distributions paid from:
Ordinary income	$	1,490,715		$	756,081
Long-term capital gains		– 0	–		– 0	–
Total taxable distributions paid	$	1,490,715		$	756,081

As of March 31, 2015 the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	81,170
Accumulated capital and other losses		(3,418,551	)(a)
Unrealized appreciation/(depreciation)		181,534	(b)
Total accumulated earnings/(deficit)	$	(3,155,847	)(c)

^(a)  On March 31, 2015, the Fund had a net capital loss carryforward of $3,418,500. During the fiscal year, the Fund utilized $260,902 of capital loss carryforwards to offset current year net realized gains. As of March 31, 2015, the cumulative deferred loss on straddles was $51.

54 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Notes to Financial Statements

^(b)  The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of Passive Foreign Investment Companies (PFICs).

^(c)  The differences between book-basis and tax-basis components of accumulated earnings/ (deficit) are attributable primarily to the amortization of offering costs and the tax treatment of defaulted securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of March 31, 2015, the Fund had a net short-term capital loss carryforward of $3,418,500 which may be carried forward for an indefinite period.

NOTE I

New Accounting Pronouncement

In May 2015, the Financial Accounting Standards Board issued an Accounting Standards Update (“ASU”), ASU 2015-07 which removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The ASU also removes the disclosure requirement for investments not valued at net asset value. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. At this time, management is evaluating the implications of these changes on the financial statements.

NOTE J

Subsequent Events

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

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 55

Notes to Financial Statements

FINANCIAL HIGHLIGHTS

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  8.99			$  9.20			$  10.05			$  10.13			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.20			.28			.27			.15			.11
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.87	)		(.10	)		(.96	)		(.07	)		.02
Net increase (decrease) in net asset value from operations		(.67	)		.18			(.69	)		.08			.13
Less: Dividends
Dividends from net investment income		(.19	)		(.39	)		(.16	)		(.16	)		.00
Net asset value, end of period		$  8.13			$  8.99			$  9.20			$  10.05			$  10.13
Total Return
Total investment return based on net asset value(d)		(7.49	)%		1.91	%		(6.82	)%		0.82	%		1.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$657			$634			$605			$757			$280
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.64	%(e)		1.65	%		1.65	%		1.65	%		1.65	%(e)
Expenses, before waivers/reimbursements		3.07	%(e)		2.96	%		2.67	%		2.88	%		4.32	%(e)
Net investment income(c)		4.41	%(e)		2.96	%		2.88	%		1.48	%		1.91	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

56 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Financial Highlights

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Class C
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  8.97			$  9.18			$  9.99			$  10.09			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.16			.18			.21			.09			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.86	)		(.08	)		(.95	)		(.09	)		.03
Net increase (decrease) in net asset value from operations		(.70	)		.10			(.74	)		.00	(f)		.09
Less: Dividends
Dividends from net investment income		(.16	)		(.31	)		(.07	)		(.10	)		.00
Net asset value, end of period		$  8.11			$  8.97			$  9.18			$  9.99			$  10.09
Total Return
Total investment return based on net asset value(d)		(7.73	)%		1.23	%		(7.47	)%		.00	%		0.90	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$90			$98			$69			$114			$46
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		2.35	%(e)		2.35	%	2.35		%		2.35	%		2.35	%(e)
Expenses, before waivers/reimbursements		3.78	%(e)		3.71	%		3.34	%		3.66	%		5.14	%(e)
Net investment income(c)		3.66	%(e)		1.97	%		2.25	%		.91	%		1.06	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 57

Financial Highlights

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  9.00			$  9.22			$  10.07			$  10.15			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.31			.30			.18			.10
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.87	)		(.11	)		(.96	)		(.08	)		.05
Net increase (decrease) in net asset value from operations		(.66	)		.20			(.66	)		.10			.15
Less: Dividends
Dividends from net investment income		(.20	)		(.42	)		(.19	)		(.18	)		.00
Net asset value, end of period		$  8.14			$  9.00			$  9.22			$  10.07			$  10.15
Total Return
Total investment return based on net asset value(d)		(7.24	)%		2.17	%		(6.48	)%		1.02	%		1.50	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10,893			$15,805			$16,242			$14,088			$4,521
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.35	%(e)		1.35	%		1.35	%		1.35	%		1.35	%(e)
Expenses, before waivers/reimbursements		2.78	%(e)		2.65	%		2.40	%		2.63	%		4.09	%(e)
Net investment income(c)		4.62	%(e)		3.27	%		3.18	%		1.80	%		1.84	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

58 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Financial Highlights

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Class R
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  8.96			$  9.18			$  10.03			$  10.12			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.19			.26			.25			.15			.08
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.87	)		(.11	)		(.95	)		(.09	)		.04
Net increase (decrease) in net asset value from operations		(.68	)		.15			(.70	)		.06			.12
Less: Dividends
Dividends from net investment income		(.18	)		(.37	)		(.15	)		(.15	)		.00
Net asset value, end of period		$  8.10			$  8.96			$  9.18			$  10.03			$  10.12
Total Return
Total investment return based on net asset value(d)		(7.59	)%		1.70	%		(6.99	)%		0.57	%		1.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8			$9			$9			$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.85	%(e)		1.85	%		1.85	%		1.85	%		1.85	%(e)
Expenses, before waivers/reimbursements		3.26	%(e)		3.11	%		2.85	%		3.20	%		4.71	%(e)
Net investment income(c)		4.16	%(e)		2.79	%		2.66	%		1.53	%		1.41	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 59

Financial Highlights

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Class K
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  8.95			$  9.17			$  10.03			$  10.12			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.20			.28			.26			.17			.09
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.87	)		(.10	)		(.94	)		(.09	)		.04
Net increase (decrease) in net asset value from operations		(.67	)		.18			(.68	)		.08			.13
Less: Dividends
Dividends from net investment income		(.19	)		(.40	)		(.18	)		(.17	)		(.01	)
Net asset value, end of period		$  8.09			$  8.95			$  9.17			$  10.03			$  10.12
Total Return
Total investment return based on net asset value(d)		(7.45	)%		1.91	%		(6.75	)%		0.83	%		1.30	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$177			$10			$9			$10			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.60	%(e)		1.60	%		1.60	%		1.60	%		1.60	%(e)
Expenses, before waivers/reimbursements		3.16	%(e)		2.86	%		2.68	%		2.92	%		4.36	%(e)
Net investment income(c)		4.54	%(e)		2.95	%		2.76	%		1.78	%		1.66	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

60 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Financial Highlights

Selected Data For A Share of Capital Stock Outstanding Throughout Each Period

	Class I
	Six Months Ended September 30, 2015 (unaudited)			Year Ended March 31,									August 31, 2011(a) to March 31, 2012
				2015			2014			2013
Net asset value, beginning of period		$  8.96			$  9.19			$  10.04			$  10.13			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.21			.32			.29			.20			.11
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.87	)		(.12	)		(.94	)		(.09	)		.03
Net increase (decrease) in net asset value from operations		(.66	)		.20			(.65	)		.11			.14
Less: Dividends
Dividends from net investment income		(.20	)		(.43	)		(.20	)		(.20	)		(.01	)
Net asset value, end of period		$  8.10			$  8.96			$  9.19			$  10.04			$  10.13
Total Return
Total investment return based on net asset value(d)		(7.35	)%		2.15	%		(6.44	)%		1.05	%		1.45	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$14,515			$16,054			$18,351			$20,039			$20,215
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.35	%(e)		1.35	%		1.35	%		1.35	%		1.35	%(e)
Expenses, before waivers/reimbursements		2.71	%(e)		2.57	%		2.33	%		2.64	%		4.08	%(e)
Net investment income(c)		4.67	%(e)		3.37	%		3.17	%		2.02	%		1.92	%(e)
Portfolio turnover rate		57	%		114	%		183	%		91	%		48	%

See footnote summary on page 62.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 61

Financial Highlights

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived/reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) Annualized.

(f) Amount represents less than $0.005.

See notes to financial statements.

62 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

Financial Highlights

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾ , Chairman

John H. Dobkin⁽¹⁾

Michael J. Downey⁽¹⁾

William H. Foulk, Jr.⁽¹⁾

D. James Guzy⁽¹⁾

Nancy P. Jacklin⁽¹⁾

Robert M. Keith, President and Chief Executive Officer

Garry L. Moody⁽¹⁾

Earl D. Weiner⁽¹⁾

OFFICERS

Philip L. Kirstein, Senior Vice President and Independent Compliance Officer

Henry S. D’Auria⁽²⁾, Vice President

Paul J. DeNoon⁽²⁾, Vice President

Morgan C. Harting⁽²⁾, Vice President

Marco G. Santamaria⁽²⁾, Vice President

Emilie D. Wrapp, Secretary

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent Brown Brothers Harriman & Co.
50 Post Office Square
Boston, MA 02110   Principal Underwriter AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105   Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036   Transfer Agent AllianceBernstein Investor
Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

(1) Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

(2) The day-to-day management of, and investment decisions for, the Portfolio are made by the Adviser’s Emerging Markets Multi-Asset Team. Messrs. D’Auria, DeNoon, Harting and Santamaria are the investment professionals with the most significant responsibility for the day-to-day management of the Portfolio’s portfolio.

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Board of Directors

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

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Emerging Markets Multi-Asset Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors noted that the Adviser’s relationship with the Portfolio was not profitable to it in 2013 or 2014.

Fall-Out Benefits

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

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Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Portfolio’s unprofitability to the Adviser would be exacerbated without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2015 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International Emerging Markets Index (the “Index”), in each case for the 1- and 3-year periods ended February 28, 2015, and (in the case of comparisons with the Index) the period since inception (August 2011 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period. The Portfolio lagged the Index in both periods. Based on their review, the directors concluded that the Portfolio’s recent performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 100 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 20.3 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of the compensation pursuant to the Advisory Agreement was higher than the Expense Group median.

The directors also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the

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institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Portfolio invests in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year and reflected fee waivers and/or expense reimbursements as a result of an undertaking by the Adviser. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category also were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, reflecting a cap by the Adviser, was close to the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

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Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and AB Cap Fund, Inc. (the “Fund”), in respect of AB Emerging Markets Multi-Asset Portfolio (the “Portfolio”),² prepared by Philip L. Kirstein, the Senior Officer of the Fund for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it

1 The Senior Officer’s fee evaluation was completed in April 23, 2015 and discussed with the Board of Directors in May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratios refer to Class A shares of the Portfolio.

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bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement.⁴ Also shown are the Portfolio’s net assets on March 31, 2015.

Portfolio	Advisory Fee5	Net Assets 3/31/15 ($MIL)
Emerging Markets Multi-Asset Portfolio	1.00% on the first $1 billion 0.95% on the next $1 billion 0.90% on the next $1 billion 0.85% on the balance	$	32.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $72,817 (0.203% of the Portfolio’s average daily net assets) for such services, although it should be noted that the Adviser waived its fees and/or reimbursed the Portfolio in the amount of $360,799.

The Adviser agreed to waive that portion of its advisory fees and/or reimburse the Portfolio for that portion of the Portfolio’s total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s current fiscal year. The terms of the expense limitation undertaking permit modification or termination by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospective update. In addition, set forth below are the Portfolio’s gross expense ratios for the most recent semi-annual period:⁶

3 Jones v. Harris at 1427.

4 Most of the AB Mutual Funds, which the Adviser manages, were affected by the Adviser’s settlement with the NYAG; however, the Portfolio was not in existence at the time of the settlement, and does not follow the fee schedules established at the time.

5 The advisory fee for the Portfolio is based on the average daily net assets of the Portfolio and paid on a monthly basis.

6 Semi-annual total expense ratios are unaudited.

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Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking		Gross Expense Ratio7		Fiscal Year End
Emerging Markets Multi-Asset Portfolio	Advisor Class A Class C Class R Class K Class I	1.35% 1.65% 2.35% 1.85% 1.60% 1.35%		2.37% 2.68% 3.38% 2.83% 2.56% 2.31%	March 31 (ratios as of September 30, 2014)

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Portfolio Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Portfolio counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although the Adviser is entitled to be reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

7 Annualized.

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Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁸ In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio based on March 31, 2015 net assets.⁹

Portfolio	Net Assets 03/31/15 ($MM)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)
Emerging Markets Multi-Asset Portfolio		$32.6	Emerging Markets Multi-Asset 0.85% on 1st $25 million 0.80% on next $25 million 0.75% on the balance Minimum account size: $50m		0.838%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth below for Emerging Markets Multi-Asset Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee10
Emerging Markets Multi-Asset Portfolio	Emerging Markets Multi-Asset Portfolio
	Class A	1.60%
	Class I	0.80%

The Adviser represented that it does not provide sub-advisory investment services to other investment companies that have a substantially similar investment style as the Portfolio.

8 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual portfolios and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

9 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

10 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory and distribution related services.

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II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL PORTFOLIO COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹² and the Portfolio’s contractual management fee ranking.¹³

Lipper describes an EG as a representative sample of comparable Portfolios. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)14		Lipper EG Median (%)		Lipper EG Rank
Emerging Markets Multi-Asset Portfolio		1.000		1.074		4/16

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all Portfolios that have the same investment classifications/objective and load type as the subject Portfolio. Set forth below is Lipper’s comparison of the Portfolio’s total expense ratio and the median of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown.

11 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

12 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized portfolios that have relatively large average account sizes. There are limitations to Lipper expense category data because different portfolios categorize expenses differently.

13 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that a portfolio had the lowest effective fee rate in the Lipper peer group.

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services. In addition, the contractual management fee does not reflect any advisory fee waivers or expense reimbursements made by the Adviser that would effectively reduce the actual effective management fee.

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Portfolio	Total Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Emerging Markets Multi-Asset Portfolio		1.650		1.649		9/16		1.668		43/102

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio was negative for calendar year 2014.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio, and receive transfer agent fees, Rule 12b-1 payments, front-end sales loads, contingent deferred sales charges (“CDSC”) and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, is the Portfolio’s principal underwriter. ABI and the Adviser have disclosed in the

15 Most recently completed fiscal year Class A share total expense ratio.

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Portfolio’s prospectus that they may make revenue sharing payments from their own resources, in addition to resources derived from sales loads and Rule 12b-1 fees, to firms that sell shares of the Portfolio. The total amount paid to a financial intermediary associated with the sale of shares will generally not exceed the sum of (a) 0.25% of the current year’s fund sales by that firm and (b) 0.10% of the average daily net assets attributable to that firm over the year. In 2014, ABI paid approximately 0.05% of the average monthly assets of the AB Mutual Funds or approximately $20.4 million for distribution services and educational support (revenue sharing payments).

During the Portfolio’s most recently completed fiscal year, ABI received from the Portfolio $57, $2,893 and $88 in front-end sales charges, Rule 12b-1 and CDSC fees, respectively.

Fees and reimbursements for out of pocket expenses charged by AllianceBernstein Investor Services, Inc. (“ABIS”), the affiliated transfer agent for the Portfolio, are based on the level of the network account and the class of shares held by the account. ABIS also receives a fee per shareholder sub-account for each account maintained by an intermediary on an omnibus basis. During the Portfolio’s most recently completed fiscal year, ABIS received $17,926 in fees from the Portfolio.

The Portfolio did not effect brokerage transactions and pay commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from any business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders of the registered investment companies it manages through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part

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reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM have experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^16,17 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $486 billion as of March 31, 2015, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

16 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

17 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

76 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

The information prepared by Lipper shows the 1 and 3 years performance returns and rankings¹⁹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the period ended February 28, 2015.²¹

	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank	PU Rank
Emerging Markets Multi-Asset Portfolio
1 year		4.10		4.16		2.90	9/16	49/115
3 year		-2.06		0.73		0.43	10/12	63/80

Set forth below are the 1 and 3 years and since inception performance returns of the Portfolio (in bold)²² versus its benchmark.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	Periods Ending February 28, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
							Volatility (%)		Sharpe (%)
Emerging Markets Multi-Asset Portfolio		4.10		-2.06		-0.58		10.90		-0.14		3
MSCI Emerging Markets Index		5.01		-0.34		1.18		13.25		0.04		3
Inception Date: August 31, 2011

19 The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. It should be noted that performance returns of the Portfolio were provided by Lipper.

20 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

21 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

22 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

23 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 77

CONCLUSION:

The Senior Officer compared the proposed advisory fee for the Portfolio to the blended advisory fee rates of a number of combinations of other emerging markets equity and fixed income funds managed by the Adviser, and observed that the Portfolio’s advisory fee was higher than the blended fee rates within the range of 7.7 to 33.1 basis points.

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

78 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

THIS PAGE IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

AB FAMILY OF FUNDS

US EQUITY

US Core

Core Opportunities Fund

Select US Equity Portfolio

US Growth

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US Value

Discovery Value Fund

Equity Income Fund

Growth & Income Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

International/Global Core

Global Core Equity Portfolio

Global Equity & Covered Call Strategy Fund

Global Thematic Growth Fund

International Portfolio

Tax-Managed International Portfolio

International/Global Growth

International Growth Fund

International/Global Value

International Value Fund

FIXED INCOME

Municipal

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Portfolio

FIXED INCOME (continued)

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Michigan Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

Taxable

Bond Inflation Strategy

Global Bond Fund

High Income Fund

High Yield Portfolio

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio*

Credit Long/Short Portfolio

Global Real Estate Investment Fund

Long/Short Multi-Manager Fund

Multi-Manager Alternative Strategies Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Growth Portfolio*

All Market Income Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Target-Date

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

MULTI-ASSET (continued)

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Wealth Strategies

Balanced Wealth Strategy

Conservative Wealth Strategy

Wealth Appreciation Strategy

Tax-Managed Balanced Wealth Strategy

Tax-Managed Conservative Wealth Strategy

Tax-Managed Wealth Appreciation Strategy

CLOSED-END FUNDS

AB Multi-Manager Alternative Fund

Alliance California Municipal Income Fund

AllianceBernstein Global High Income Fund

AllianceBernstein Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Exchange Reserves, which serves as the money market fund exchange vehicle for the AB mutual funds. An investment in Exchange Reserves is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

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

* Prior to December 15, 2014, All Market Growth Portfolio was named Dynamic All Market Fund; All Market Real Return Portfolio was named Real Asset Strategy.

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO  • 79

AB Family of Funds

NOTES

80 •  AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

AB EMERGING MARKETS MULTI-ASSET PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800.221.5672

EMMA-0152-0915                

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Cap Fund, Inc.
By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	November 20, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
Date:	November 20, 2015

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	November 20, 2015