AB Cap Fund, Inc.

N-Q 1 d193040dnq.htm AB CAP FUND, INC. AB Cap Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS 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: July 31, 2016

Date of reporting period: April 30, 2016

ITEM 1.

SCHEDULE OF INVESTMENTS.

AB Multi-Manager Select Retirement Allocation Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 98.8%
Funds and Investment Trusts - 98.8% (a)
AB All Market Real Return Portfolio-Class Z		31,458	$	253,238
AB Bond Inflation Strategy Portfolio-Class Z		46,688		500,492
AB Concentrated Growth Portfolio-Class Z		3,053		80,851
AB Global Bond Fund, Inc.-Class Z		19,811		165,816
AB Global Real Estate Investment Fund II-Class I		30,972		332,325
AB Growth and Income Fund, Inc.-Class Z		59,767		324,535
AB High Income Fund, Inc.-Class Z		42,278		354,287
AB Intermediate Bond Portfolio-Class Z		45,234		502,999
AB Unconstrained Bond Fund, Inc.-Class Z		29,598		249,219
AQR International Defensive Style-Class R6		19,501		226,595
AQR Large Cap Defensive Style Fund-Class R6		21,885		329,811
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		6,416		41,059
Franklin Growth Fund-Class R6		1,101		81,346
Franklin Low Duration Total Return Fund-Class R6		93,162		916,718
iShares Core S&P 500 ETF		787		163,200
MFS Institutional International Equity Fund		4,036		82,089
MFS Total Return Bond Fund-Class R5		54,206		584,879
MFS Value Fund-Class R5		2,308		78,993
T. Rowe Price Dividend Growth Fund, Inc.		6,960		246,369
T. Rowe Price Emerging Markets Stock Fund		1,914		58,140
T. Rowe Price Inflation Protected Bond Fund, Inc.		49,128		588,554
T. Rowe Price Institutional Long Duration Credit Fund		23,884		250,308
T. Rowe Price International Funds-International Discovery Fund		1,542		82,253
T.Rowe Price Small Cap Value Fund-Class I		2,187		82,935
Templeton Global Bond Fund-Class R6		30,465		347,298
Vanguard FTSE Emerging Markets ETF		1,557		54,386
Vanguard Short-Term Bond ETF		12,146		979,089
Vanguard Total Bond Market ETF		3,622		300,517

Total Investment Companies (cost $8,207,917)				8,258,301

SHORT-TERM INVESTMENTS - 1.2%
Investment Companies - 1.2%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $103,300)		103,300		103,300

Total Investments - 100.0% (cost $8,311,217) (d)				8,361,601
Other assets less liabilities - 0.0%				(1,951	)

Net Assets - 100.0%			$	8,359,650

(a)

To obtain a copy of the Underlying Portfolios’ shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $95,168 and gross unrealized depreciation of investments was $(44,784), resulting in net unrealized appreciation of $50,384.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select Retirement Allocation Fund

April 30, 2016 (unaudited)

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). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

•

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)

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, by pricing vendors, 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.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

8,258,301

– 0

–

– 0

–

8,258,301

Short-Term Investments

103,300

– 0

–

– 0

–

103,300

Total (a)

8,361,601

– 0

–

– 0

–

8,361,601

(a)

There were no transfers between any levels during the reporting period.

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

The Adviser established the Valuation Committee (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 2) Fund managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


															Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	50	$	326	$	119	$	(22	)	$	18		$	253	$	7		$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		86		567		165		(3	)		15			500		5			– 0	–
AB Concentrated Growth Portfolio-Class Z		34		102		46		(2	)		(7	)		81		– 0	–*		3
AB Fixed Income Shares, Inc.-Government STIF Portfolio		5		8,184		8,085		– 0	–		(1	)		103		– 0	–*		– 0	–
AB Global Bond Fund, Inc.-Class Z		34		198		66		(1	)		1			166		4			– 0	–
AB Global Real Estate Investment Fund II-Class I		34		387		92		(5	)		8			332		8			– 0	–
AB Growth and Income Fund, Inc.-Class Z		69		398		121		(9	)		(12	)		325		6			13
AB High Income Fund, Inc.-Class Z		69		678		369		(26	)		2			354		10			– 0	–
AB Intermediate Bond Portfolio-Class Z		129		809		436		(5	)		6			503		11			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		51		293		91		(3	)		(1	)		249		4			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2010 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.5%
Funds and Investment Trusts - 99.5% (a)
AB All Market Growth Portfolio-Class Z (b)		17,274	$	148,560
AB All Market Real Return Portfolio-Class Z		54,367		437,651
AB Bond Inflation Strategy Portfolio-Class Z		94,254		1,010,406
AB Global Bond Fund, Inc.-Class Z		68,639		574,509
AB Global Real Estate Investment Fund II-Class I		53,422		573,223
AB Growth and Income Fund, Inc.-Class Z		103,233		560,553
AB High Income Fund, Inc.-Class Z		90,468		758,118
AB Intermediate Bond Portfolio-Class Z		38,818		431,662
AB Unconstrained Bond Fund, Inc.-Class Z		34,143		287,483
AQR International Defensive Style-Class R6		34,535		401,296
AQR Large Cap Defensive Style Fund-Class R6		37,756		568,982
AQR Long-Short Equity Fund-Class R6		11,944		147,025
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		11,489		73,528
AQR Style Premia Alternative Fund-Class R6		42,867		435,099
Franklin Growth Fund-Class R6		3,813		281,655
Franklin Low Duration Total Return Fund-Class R6		58,186		572,550
iShares Core S&P 500 ETF		5,446		1,129,337
MFS Institutional International Equity Fund		7,160		145,633
MFS Total Return Bond Fund-Class R5		119,605		1,290,537
MFS Value Fund-Class R5		4,340		148,519
T. Rowe Price Dividend Growth Fund, Inc.		16,030		567,461
T. Rowe Price Emerging Markets Stock Fund		10,346		314,212
T. Rowe Price Inflation Protected Bond Fund, Inc.		72,279		865,900
T. Rowe Price Institutional Long Duration Credit Fund		27,549		288,718
T. Rowe Price International Funds-International Discovery Fund		2,774		147,965
T.Rowe Price Small Cap Value Fund-Class I		3,757		142,472
Templeton Global Bond Fund-Class R6		52,743		601,270
Vanguard FTSE Emerging Markets ETF		5,078		177,375
Vanguard Short-Term Bond ETF		5,316		428,523
Vanguard Total Bond Market ETF		9,262		768,468

Total Investment Companies (cost $14,127,544)				14,278,690

SHORT-TERM INVESTMENTS - 0.4%
Investment Companies - 0.4%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $57,277)		57,277		57,277

Total Investments - 99.9% (cost $14,184,821) (d)				14,335,967
Other assets less liabilities - 0.1%				7,350

Net Assets - 100.0%			$	14,343,317

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $208,897 and gross unrealized depreciation of investments was $(57,751), resulting in net unrealized appreciation of $151,146.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2010 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

14,278,690

– 0

–

– 0

–

14,278,690

Short-Term Investments

57,277

– 0

–

– 0

–

57,277

Total (a)

14,335,967

– 0

–

– 0

–

14,335,967

(a)

There were no transfers between any levels during the reporting period.

The Fund recognize all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	15	$	172	$	42	$	(2	)	$	6		$	149		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		64		704		328		(27	)		25			438			14			– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		95		1,240		359		3			31			1,010			8			– 0	–
AB Concentrated Growth Portfolio-Class Z		33		170		192		(9	)		(2	)		– 0	–		– 0	–*		4
AB Fixed Income Shares, Inc.-Government STIF Portfolio		3		16,163		16,107		– 0	–		(2	)		57			1			– 0	–
AB Global Bond Fund, Inc.-Class Z		32		713		173		– 0	–*		3			575			11			– 0	–
AB Global Real Estate Investment Fund II-Class I		32		703		177		1			14			573			13			– 0	–
AB Growth and Income Fund, Inc.-Class Z		65		706		186		(8	)		(16	)		561			9			20
AB High Income Fund, Inc.-Class Z		95		1,396		705		(39	)		11			758			22			– 0	–
AB Intermediate Bond Portfolio-Class Z		59		881		513		– 0	–*		5			432			10			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		33		342		86		(2	)		– 0	–*		287			4			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2015 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.8%
Funds and Investment Trusts - 99.8% (a)
AB All Market Growth Portfolio-Class Z (b)		51,604	$	443,798
AB All Market Real Return Portfolio-Class Z		172,407		1,387,875
AB Bond Inflation Strategy Portfolio-Class Z		255,861		2,742,828
AB Discovery Value Fund-Class Z		23,413		437,597
AB Global Bond Fund, Inc.-Class Z		217,136		1,817,431
AB Global Real Estate Investment Fund II-Class I		169,746		1,821,374
AB Growth and Income Fund, Inc.-Class Z		245,672		1,333,996
AB High Income Fund, Inc.-Class Z		392,854		3,292,117
AB Intermediate Bond Portfolio-Class Z		81,355		904,671
AB Unconstrained Bond Fund, Inc.-Class Z		108,137		910,515
AQR International Defensive Style-Class R6		149,633		1,738,736
AQR Large Cap Defensive Style Fund-Class R6		119,951		1,807,655
AQR Long-Short Equity Fund-Class R6		72,711		895,076
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		55,472		355,019
AQR Style Premia Alternative Fund-Class R6		135,072		1,370,980
Franklin Growth Fund-Class R6		12,069		891,541
Franklin Low Duration Total Return Fund-Class R6		44,125		434,188
iShares Core S&P 500 ETF		23,569		4,887,504
MFS Institutional International Equity Fund		42,860		871,765
MFS Total Return Bond Fund-Class R5		210,443		2,270,682
MFS Value Fund-Class R5		26,167		895,442
T. Rowe Price Dividend Growth Fund, Inc.		50,854		1,800,236
T. Rowe Price Emerging Markets Stock Fund		47,400		1,439,523
T. Rowe Price Inflation Protected Bond Fund, Inc.		266,852		3,196,886
T. Rowe Price Institutional Long Duration Credit Fund		87,259		914,478
T. Rowe Price International Funds-International Discovery Fund		8,168		435,582
T.Rowe Price Small Cap Value Fund-Class I		11,548		437,887
Templeton Global Bond Fund-Class R6		165,755		1,889,609
Vanguard FTSE Developed Markets ETF		10,972		402,782
Vanguard FTSE Emerging Markets ETF		15,321		535,163
Vanguard Total Bond Market ETF		27,907		2,315,444

Total Investment Companies (cost $44,514,824)				44,878,380

SHORT-TERM INVESTMENTS - 0.2%
Investment Companies - 0.2%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $78,967)		78,967		78,967

Total Investments - 100.0% (cost $44,593,791) (d)				44,957,347
Other assets less liabilities - 0.0%				(6,722	)

Net Assets - 100.0%			$	44,950,625

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $600,682 and gross unrealized depreciation of investments was $(237,126), resulting in net unrealized appreciation of $363,556.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2015 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

44,878,380

– 0

–

– 0

–

44,878,380

Short-Term Investments

78,967

– 0

–

– 0

–

78,967

Total (a)

44,957,347

– 0

–

– 0

–

44,957,347

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	56		$	405	$	26	$	(4	)	$	13		$	444		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		172			1,393		198		(28	)		49			1,388			29			– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		286			2,588		206		(5	)		80			2,743			20			– 0	–
AB Concentrated Growth Portfolio-Class Z		111			559		644		(25	)		(1	)		– 0	–*		– 0	–		12
AB Discovery Value Fund-Class Z		– 0	–		432		– 0 –		– 0	–		6			438			– 0	–		– 0	–
AB Fixed Income Shares, Inc.-Government STIF Portfolio		31			37,592		37,544		– 0	–		– 0	–		79			2			– 0	–
AB Global Bond Fund, Inc.-Class Z		213			1,725		128		(2	)		9			1,817			39			– 0	–
AB Global Real Estate Investment Fund II-Class I		163			1,769		165		(7	)		61			1,821			51			– 0	–
AB Growth and Income Fund, Inc.-Class Z		223			1,674		505		(21	)		(37	)		1,334			25			56
AB High Income Fund, Inc.-Class Z		337			4,083		1,039		(93	)		4			3,292			77			– 0	–
AB Intermediate Bond Portfolio-Class Z		146			1,845		1,091		(1	)		6			905			21			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		112			837		33		(1	)		(4	)		911			13			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2020 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares			U.S. $ Value
INVESTMENT COMPANIES - 99.4%
Funds and Investment Trusts - 99.4% (a)
AB All Market Growth Portfolio-Class Z (b)		98,209		$	844,593
AB All Market Real Return Portfolio-Class Z		321,881			2,591,144
AB Bond Inflation Strategy Portfolio-Class Z		318,464			3,413,936
AB Discovery Value Fund-Class Z		45,381			848,161
AB Global Bond Fund, Inc.-Class Z		202,691			1,696,522
AB Global Real Estate Investment Fund II-Class I		316,919			3,400,545
AB Growth and Income Fund, Inc.-Class Z		917,322			4,981,060
AB High Income Fund, Inc.-Class Z		943,062			7,902,863
AB Intermediate Bond Portfolio-Class Z		153,027			1,701,658
AB Unconstrained Bond Fund, Inc.-Class Z		100,947			849,971
AQR International Defensive Style-Class R6		269,672			3,133,588
AQR Large Cap Defensive Style Fund-Class R6		223,947			3,374,885
AQR Long-Short Equity Fund-Class R6		203,628			2,506,661
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		99,997			639,982
AQR Style Premia Alternative Fund-Class R6		252,190			2,559,729
Franklin Growth Fund-Class R6		33,801			2,496,843
Franklin Low Duration Total Return Fund-Class R6		0	*		0	^
iShares Core S&P 500 ETF		44,276			9,181,514
MFS Institutional International Equity Fund		122,100			2,483,513
MFS Total Return Bond Fund-Class R5		314,320			3,391,514
MFS Value Fund-Class R5		49,349			1,688,737
T. Rowe Price Dividend Growth Fund, Inc.		94,944			3,361,005
T. Rowe Price Emerging Markets Stock Fund		88,497			2,687,660
T. Rowe Price Inflation Protected Bond Fund, Inc.		284,696			3,410,656
T. Rowe Price Institutional Long Duration Credit Fund		162,913			1,707,332
T. Rowe Price International Funds-International Discovery Fund		31,547			1,682,381
T.Rowe Price Small Cap Value Fund-Class I		22,375			848,466
Templeton Global Bond Fund-Class R6		385,269			4,392,071
Vanguard FTSE Developed Markets ETF		43,207			1,586,129
Vanguard FTSE Emerging Markets ETF		28,866			1,008,289
Vanguard Total Bond Market ETF		41,887			3,475,364

Total Investment Companies (cost $83,605,728)					83,846,772

SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $561,261)		561,261			561,261

Total Investments - 100.0% (cost $84,166,989) (d)					84,408,033
Other assets less liabilities - 0.0%					(36,226	)

Net Assets - 100.0%				$	84,371,807

*	Amount less than 0.5 shares.

^	Less than $0.50.

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $882,806 and gross unrealized depreciation of investments was $(641,762), resulting in net unrealized appreciation of $241,044.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2020 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

83,846,772

– 0

–

– 0

–

83,846,772

Short-Term Investments

561,261

– 0

–

– 0

–

561,261

Total (a)

84,408,033

– 0

–

– 0

–

84,408,033

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	168	$	867	$	201	$	(13	)	$	24		$	845		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		263		2,456		169		(33	)		74			2,591			53			– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		203		3,257		135		(3	)		92			3,414			20			– 0	–
AB Concentrated Growth Portfolio-Class Z		177		918		1,040		(50	)		(5	)		– 0	–		– 0	–*		21
AB Discovery Value Fund-Class Z		80		809		3		– 0	–*		(38	)		848			3			44
AB Fixed Income Shares, Inc.-Government STIF Portfolio		74		53,188		52,702		– 0	–		1			561			4			– 0	–
AB Global Bond Fund, Inc.-Class Z		355		3,077		1,743		– 0	–*		8			1,697			64			– 0	–
AB Global Real Estate Investment Fund II-Class I		267		3,160		115		– 0	–*		89			3,401			88			– 0	–
AB Growth and Income Fund, Inc.-Class Z		432		4,745		56		(2	)		(138	)		4,981			53			119
AB High Income Fund, Inc.-Class Z		613		8,293		888		(106	)		(9	)		7,903			164			– 0	–
AB Intermediate Bond Portfolio-Class Z		142		3,353		1,808		3			12			1,702			27			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		177		1,466		777		(15	)		(1	)		850			19			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2025 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.4%
Funds and Investment Trusts - 99.4% (a)
AB All Market Growth Portfolio-Class Z (b)		263,172	$	2,263,278
AB All Market Real Return Portfolio-Class Z		283,122		2,279,132
AB Bond Inflation Strategy Portfolio-Class Z		106,677		1,143,580
AB Concentrated Growth Portfolio-Class Z		81,338		2,153,830
AB Discovery Growth Fund, Inc.-Class Z (b)		130,204		1,100,227
AB Discovery Value Fund-Class Z		58,146		1,086,743
AB Global Bond Fund, Inc.-Class Z		135,798		1,136,627
AB Global Real Estate Investment Fund II-Class I		530,802		5,695,506
AB Growth and Income Fund, Inc.-Class Z		1,638,848		8,898,943
AB High Income Fund, Inc.-Class Z		1,400,567		11,736,752
AQR International Defensive Style-Class R6		374,458		4,351,206
AQR Large Cap Defensive Style Fund-Class R6		300,074		4,522,121
AQR Long-Short Equity Fund-Class R6		272,836		3,358,604
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		181,604		1,162,267
AQR Style Premia Alternative Fund-Class R6		337,912		3,429,803
Franklin Growth Fund-Class R6		60,383		4,460,502
iShares Core S&P 500 ETF		53,932		11,183,879
MFS Institutional International Equity Fund		218,107		4,436,287
MFS Total Return Bond Fund-Class R5		105,290		1,136,073
MFS Value Fund-Class R5		99,191		3,394,323
T. Rowe Price Dividend Growth Fund, Inc.		127,215		4,503,414
T. Rowe Price Emerging Markets Stock Fund		118,567		3,600,887
T. Rowe Price Inflation Protected Bond Fund, Inc.		286,096		3,427,428
T. Rowe Price Institutional Long Duration Credit Fund		218,287		2,287,646
T. Rowe Price International Funds-International Discovery Fund		42,267		2,254,113
T. Rowe Price Small Cap Value Fund-Class I		29,985		1,137,014
Templeton Global Bond Fund-Class R6		516,263		5,885,402
Vanguard FTSE Developed Markets ETF		88,435		3,246,449
Vanguard FTSE Emerging Markets ETF		37,783		1,319,760
Vanguard Total Bond Market ETF		66,392		5,508,544

Total Investment Companies (cost $111,818,426)				112,100,340

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $632,024)		632,024		632,024

Total Investments - 99.9% (cost $112,450,450) (d)				112,732,364
Other assets less liabilities - 0.1%				68,866

Net Assets - 100.0%			$	112,801,230

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,329,712 and gross unrealized depreciation of investments was $(1,047,798), resulting in net unrealized appreciation of $281,914.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2025 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

112,100,340

– 0

–

– 0

–

112,100,340

Short-Term Investments

632,024

– 0

–

– 0

–

632,024

Total (a)

112,732,364

– 0

–

– 0

–

112,732,364

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value October 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	248	$	1,977	$	6	$	(1	)	$	45		$	2,263		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		256		2,332		368		(22	)		81			2,279			44			– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		25		1,165		60		– 0	–*		14			1,144			– 0	–*		– 0	–
AB Concentrated Growth Portfolio-Class Z		362		2,227		303		(6	)		(126	)		2,154			– 0	–*		56
AB Discovery Growth Fund, Inc.-Class Z		111		1,088		3		– 0	–*		(96	)		1,100			– 0	–		52
AB Discovery Value Fund-Class Z		125		999		3		– 0	–*		(34	)		1,087			3			56
AB Fixed Income Shares, Inc.-Government STIF Portfolio		51		78,361		77,780		– 0	–		– 0	–		632			6			– 0	–
AB Global Bond Fund, Inc.-Class Z		501		4,020		3,394		2			8			1,137			81			– 0	–
AB Global Real Estate Investment Fund II-Class I		373		5,194		2		– 0	–*		131			5,696			116			– 0	–
AB Growth and Income Fund, Inc.-Class Z		850		8,331		69		(2	)		(211	)		8,899			96			217
AB High Income Fund, Inc.-Class Z		873		12,088		1,139		(143	)		58			11,737			225			– 0	–
AB Intermediate Bond Portfolio-Class Z		188		2,298		2,490		3			1			– 0	–		30			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		137		937		1,059		(15	)		– 0	–*		– 0	–		11			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2030 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares			U.S. $ Value
INVESTMENT COMPANIES - 99.6%
Funds and Investment Trusts - 99.6% (a)
AB All Market Growth Portfolio-Class Z (b)		182,874		$	1,572,714
AB All Market Real Return Portfolio-Class Z		99,367			799,905
AB Concentrated Growth Portfolio-Class Z		57,654			1,526,672
AB Discovery Growth Fund, Inc.-Class Z (b)		90,078			761,158
AB Discovery Value Fund-Class Z		84,520			1,579,683
AB Global Bond Fund, Inc.-Class Z		94,363			789,821
AB Global Real Estate Investment Fund II-Class I		295,086			3,166,270
AB Growth and Income Fund, Inc.-Class Z		1,423,514			7,729,681
AB High Income Fund, Inc.-Class Z		972,779			8,151,889
AQR International Defensive Style-Class R6		256,799			2,984,003
AQR Large Cap Defensive Style Fund-Class R6		208,519			3,142,377
AQR Long-Short Equity Fund-Class R6		252,772			3,111,620
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		95,731			612,678
AQR Style Premia Alternative Fund-Class R6		156,527			1,588,747
Franklin Growth Fund-Class R6		41,959			3,099,530
iShares Core S&P 500 ETF		37,477			7,771,606
MFS Institutional International Equity Fund		227,335			4,623,999
MFS Total Return Bond Fund-Class R5		73,163			789,432
MFS Value Fund-Class R5		160,828			5,503,544
T. Rowe Price Dividend Growth Fund, Inc.		66,300			2,347,009
T. Rowe Price Emerging Markets Stock Fund		82,394			2,502,318
T. Rowe Price Inflation Protected Bond Fund, Inc.		64,926			777,811
T. Rowe Price Institutional Long Duration Credit Fund		0	*		0	^
T. Rowe Price International Funds-International Discovery Fund		29,372			1,566,431
T.Rowe Price Small Cap Value Fund-Class I		20,835			790,046
Templeton Global Bond Fund-Class R6		358,566			4,087,658
Vanguard FTSE Developed Markets ETF		82,562			3,030,851
Vanguard FTSE Emerging Markets ETF		26,098			911,603
Vanguard Total Bond Market ETF		29,489			2,446,702

Total Investment Companies (cost $77,846,883)					77,765,758

SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $487,853)		487,853			487,853

Total Investments - 100.2% (cost $78,334,736) (d)					78,253,611
Other assets less liabilities - (0.2)%					(125,439	)

Net Assets - 100.0%				$	78,128,172

*	Amount less than 0.5 shares.

^	Less than $0.50.

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $764,418 and gross unrealized depreciation of investments was $(845,543), resulting in net unrealized depreciation of $(81,125).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2030 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

77,765,758

– 0

–

– 0

–

77,765,758

Short-Term Investments

487,853

– 0

–

– 0

–

487,853

Total (a)

78,253,611

– 0

–

– 0

–

78,253,611

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	191	$	1,364	$	9	$	(1	)	$	28		$	1,573		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		105		998		319		(10	)		26			800			16			– 0	–
AB Concentrated Growth Portfolio-Class Z		286		1,640		295		(7	)		(97	)		1,527			– 0	–*		40
AB Discovery Growth Fund, Inc.-Class Z		95		748		3		– 0	–*		(79	)		761			– 0	–		38
AB Discovery Value Fund-Class Z		181		1,467		6		(1	)		(61	)		1,580			5			82
AB Fixed Income Shares, Inc.-Government STIF Portfolio		89		49,448		49,048		– 0	–		(1	)		488			4			– 0	–
AB Global Bond Fund, Inc.-Class Z		382		2,790		2,386		– 0	–*		4			790			58			– 0	–
AB Global Real Estate Investment Fund II-Class I		286		2,853		58		(1	)		86			3,166			83			– 0	–
AB Growth and Income Fund, Inc.-Class Z		840		7,303		199		(11	)		(203	)		7,730			90			201
AB High Income Fund, Inc.-Class Z		496		8,809		1,130		(117	)		94			8,152			127			– 0	–
AB Intermediate Bond Portfolio-Class Z		143		1,629		1,772		– 0	–*		– 0	–*		– 0	–		22			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		95		633		717		(12	)		1			– 0	–		8			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2035 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.4%
Funds and Investment Trusts - 99.4% (a)
AB All Market Growth Portfolio-Class Z (b)		230,227	$	1,979,951
AB Concentrated Growth Portfolio-Class Z		72,584		1,922,029
AB Discovery Growth Fund, Inc.-Class Z (b)		77,717		656,709
AB Discovery Value Fund-Class Z		70,940		1,325,879
AB Global Real Estate Investment Fund II-Class I		247,670		2,657,496
AB Growth and Income Fund, Inc.-Class Z		1,433,733		7,785,169
AB High Income Fund, Inc.-Class Z		657,019		5,505,824
AQR International Defensive Style-Class R6		215,667		2,506,047
AQR Large Cap Defensive Style Fund-Class R6		175,013		2,637,444
AQR Long-Short Equity Fund-Class R6		212,154		2,611,615
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		78,747		503,980
AQR Style Premia Alternative Fund-Class R6		63,643		645,973
Franklin Growth Fund-Class R6		52,825		3,902,196
iShares Core S&P 500 ETF		28,310		5,870,645
MFS Institutional International Equity Fund		254,403		5,174,550
MFS Value Fund-Class R5		154,271		5,279,147
T. Rowe Price Dividend Growth Fund, Inc.		37,097		1,313,248
T. Rowe Price Emerging Markets Stock Fund		69,154		2,100,216
T. Rowe Price International Funds-International Discovery Fund		36,976		1,971,956
T. Rowe Price Small Cap Value Fund-Class I		17,486		663,069
Templeton Global Bond Fund-Class R6		186,205		2,122,736
Vanguard FTSE Developed Markets ETF		87,052		3,195,679
Vanguard FTSE Emerging Markets ETF		41,355		1,444,530
Vanguard Total Bond Market ETF		16,472		1,366,682

Total Investment Companies (cost $65,154,548)				65,142,770

SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $423,103)		423,103		423,103

Total Investments - 100.0% (cost $65,577,651) (d)				65,565,873
Other assets less liabilities - 0.0%				(3,934	)

Net Assets - 100.0%			$	65,561,939

(a)

Non-income producing security.

(b)

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

(c)

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $616,223 and gross unrealized depreciation of investments was $(628,001), resulting in net unrealized depreciation of $(11,778).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2035 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

65,142,770

– 0

–

– 0

–

65,142,770

Short-Term Investments

423,103

– 0

–

– 0

–

423,103

Total (a)

65,565,873

– 0

–

– 0

–

65,565,873

(a)

There were no transfers between any levels during the reporting period.

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Growth Portfolio-Class Z	$	245	$	1,808	$	108	$	(20	)	$	55		$	1,980		$	– 0	–	$	– 0	–
AB All Market Real Return Portfolio-Class Z		8		222		235		4			1			– 0	–		– 0	–		– 0	–
AB Concentrated Growth Portfolio-Class Z		482		2,520		923		(46	)		(111	)		1,922			– 0	–*		65
AB Discovery Growth Fund, Inc.-Class Z		85		777		205		(8	)		8			657			– 0	–		– 0	–
AB Discovery Value Fund-Class Z		171		1,862		626		(46	)		(35	)		1,326			6			102
AB Fixed Income Shares, Inc.-Government STIF Portfolio		14		42,768		42,359		– 0	–		– 0	–		423			3			– 0	–
AB Global Bond Fund, Inc.-Class Z		109		647		757		1			– 0	–*		– 0	–		11			– 0	–
AB Global Real Estate Investment Fund II-Class I		178		2,464		36		(3	)		54			2,657			50			– 0	–
AB Growth and Income Fund, Inc.-Class Z		1,064		8,442		1,426		(93	)		(202	)		7,785			113			255
AB High Income Fund, Inc.-Class Z		271		6,024		789		(79	)		79			5,506			71			– 0	–
AB Intermediate Bond Portfolio-Class Z		126		1,382		1,510		1			1			– 0	–		18			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		8		6		14		– 0	–*		– 0	–*		– 0	–		– 0	–*		– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2040 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.6%
Funds and Investment Trusts - 99.6% (a)
AB All Market Growth Portfolio-Class Z (b)		253,157	$	2,177,148
AB Concentrated Growth Portfolio-Class Z		99,764		2,641,758
AB Discovery Growth Fund, Inc.-Class Z (b)		64,089		541,553
AB Discovery Value Fund-Class Z		87,766		1,640,341
AB Global Real Estate Investment Fund II-Class I		153,182		1,643,641
AB Growth and Income Fund, Inc.-Class Z		1,477,960		8,025,322
AB High Income Fund, Inc.-Class Z		147,160		1,233,204
AQR International Defensive Style-Class R6		132,687		1,541,825
AQR Large Cap Defensive Style Fund-Class R6		72,164		1,087,504
AQR Long-Short Equity Fund-Class R6		131,229		1,615,433
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		65,276		417,768
Franklin Growth Fund-Class R6		43,564		3,218,104
iShares Core S&P 500 ETF		20,753		4,303,550
MFS Institutional International Equity Fund		262,260		5,334,362
MFS Value Fund-Class R5		159,029		5,441,988
T. Rowe Price Dividend Growth Fund, Inc.		30,595		1,083,053
T. Rowe Price Emerging Markets Stock Fund		74,853		2,273,286
T. Rowe Price International Funds-International Discovery Fund		30,495		1,626,297
T.Rowe Price Small Cap Value Fund-Class I		14,420		546,788
Templeton Global Bond Fund-Class R6		153,452		1,749,351
Vanguard FTSE Developed Markets ETF		86,422		3,172,552
Vanguard FTSE Emerging Markets ETF		34,105		1,191,288
Vanguard Total Bond Market ETF		13,827		1,147,226

Total Investment Companies (cost $54,053,656)				53,653,342

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $244,972)		244,972		244,972

Total Investments - 100.1% (cost $54,298,628) (d)				53,898,314
Other assets less liabilities - (0.1)%				(41,559	)

Net Assets - 100.0%			$	53,856,755

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $412,068 and gross unrealized depreciation of investments was $(812,382), resulting in net unrealized depreciation of $(400,314).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2040 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

53,653,342

– 0

–

– 0

–

53,653,342

Short-Term Investments

244,972

– 0

–

– 0

–

244,972

Total (a)

53,898,314

– 0

–

– 0

–

53,898,314

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	– 0	–	$	164	$	163	$	– 0	–*	$	(1	)	$	– 0	–	$	– 0	–	$	– 0	–
AB All Market Growth Portfolio-Class Z		305			1,898		56		(11	)		41			2,177			– 0	–		– 0	–
AB Concentrated Growth Portfolio-Class Z		706			2,798		647		(43	)		(172	)		2,642			– 0	–*		83
AB Discovery Growth Fund, Inc.-Class Z		102			605		163		(10	)		8			542			– 0	–		– 0	–
AB Discovery Value Fund-Class Z		205			1,559		64		(11	)		(49	)		1,640			5			85
AB Fixed Income Shares, Inc.-Government STIF Portfolio		65			33,020		32,840		– 0	–		– 0	–		245			2			– 0	–
AB Global Bond Fund, Inc.-Class Z		10			4		15		– 0	–*		1			– 0	–		– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		204			1,442		25		(2	)		25			1,644			28			– 0	–
AB Growth and Income Fund, Inc.-Class Z		1,608			7,303		567		(30	)		(289	)		8,025			109			245
AB High Income Fund, Inc.-Class Z		30			2,245		989		(62	)		9			1,233			18			– 0	–
AB Intermediate Bond Portfolio-Class Z		152			1,126		1,278		– 0	–*		– 0	–		– 0	–		15			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2045 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.5%
Funds and Investment Trusts - 99.5% (a)
AB All Market Growth Portfolio-Class Z (b)		142,859	$	1,228,585
AB Concentrated Growth Portfolio-Class Z		75,064		1,987,694
AB Discovery Value Fund-Class Z		88,050		1,645,652
AB Global Real Estate Investment Fund II-Class I		115,258		1,236,713
AB Growth and Income Fund, Inc.-Class Z		1,186,184		6,440,979
AB High Income Fund, Inc.-Class Z		94,842		794,774
AQR International Defensive Style-Class R6		32,925		382,593
AQR Large Cap Defensive Style Fund-Class R6		26,138		393,905
AQR Long-Short Equity Fund-Class R6		131,639		1,620,479
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		32,491		207,944
Franklin Growth Fund-Class R6		43,705		3,228,450
iShares Core S&P 500 ETF		13,663		2,833,296
MFS Institutional International Equity Fund		217,057		4,414,940
MFS Value Fund-Class R5		131,623		4,504,143
T. Rowe Price Dividend Growth Fund, Inc.		11,092		392,671
T. Rowe Price Emerging Markets Stock Fund		56,317		1,710,358
T. Rowe Price International Funds-International Discovery Fund		22,944		1,223,620
T. Rowe Price Small Cap Value Fund-Class I		21,706		823,069
Templeton Global Bond Fund-Class R6		68,411		779,882
Vanguard FTSE Developed Markets ETF		76,055		2,791,979
Vanguard FTSE Emerging Markets ETF		25,661		896,339
Vanguard Total Bond Market ETF		9,718		806,302

Total Investment Companies (cost $40,605,993)				40,344,367

SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $249,663)		249,663		249,663

Total Investments - 100.1% (cost $40,855,656) (d)				40,594,030
Other assets less liabilities - (0.1)%				(25,614	)

Net Assets - 100.0%			$	40,568,416

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $326,810 and gross unrealized depreciation of investments was $(588,436), resulting in net unrealized depreciation of $(261,626).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2045 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

40,344,367

– 0

–

– 0

–

40,344,367

Short-Term Investments

249,663

– 0

–

– 0

–

249,663

Total (a)

40,594,030

– 0

–

– 0

–

40,594,030

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	– 0	–	$	129	$	130	$	1		$	– 0	–	$	– 0	–	$	– 0	–	$	– 0	–
AB All Market Growth Portfolio-Class Z		231			1,055		77		(12	)		32			1,229			– 0	–		– 0	–
AB Concentrated Growth Portfolio-Class Z		469			2,151		482		(37	)		(113	)		1,988			– 0	–		62
AB Discovery Growth Fund, Inc.-Class Z		77			59		129		(6	)		(1	)		– 0	–		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		223			1,547		64		(8	)		(52	)		1,646			5			85
AB Fixed Income Shares, Inc.-Government STIF Portfolio		152			25,770		25,673		– 0	–		1			250			1			– 0	–
AB Global Real Estate Investment Fund II-Class I		154			1,103		42		(1	)		23			1,237			21			– 0	–
AB Growth and Income Fund, Inc.-Class Z		1,230			5,749		312		(14	)		(212	)		6,441			81			183
AB High Income Fund, Inc.		– 0	–		1,193		372		(30	)		4			795			5			– 0	–
AB Intermediate Bond Portfolio-Class Z		115			843		959		1			– 0	–*		– 0	–		11			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2050 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.1%
Funds and Investment Trusts - 99.1% (a)
AB All Market Growth Portfolio-Class Z (b)		74,954	$	644,605
AB Concentrated Growth Portfolio-Class Z		29,538		782,163
AB Discovery Value Fund-Class Z		34,638		647,394
AB Global Real Estate Investment Fund II-Class I		30,236		324,429
AB Growth and Income Fund, Inc.-Class Z		466,746		2,534,429
AB High Income Fund, Inc.-Class Z		37,436		313,715
AQR Long-Short Equity Fund-Class R6		38,853		478,282
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		12,421		79,497
Franklin Growth Fund-Class R6		19,348		1,429,205
iShares Core S&P 500 ETF		6,145		1,274,289
MFS Institutional International Equity Fund		93,181		1,895,311
MFS Value Fund-Class R5		51,789		1,772,231
T. Rowe Price Emerging Markets Stock Fund		32,716		993,595
T. Rowe Price International Funds-International Discovery Fund		9,029		481,511
T.Rowe Price Small Cap Value Fund-Class I		8,541		323,866
Templeton Global Bond Fund-Class R6		27,003		307,834
Vanguard FTSE Developed Markets ETF		34,249		1,257,281
Vanguard FTSE Emerging Markets ETF		955		33,358
Vanguard Total Bond Market ETF		3,899		323,500

Total Investment Companies (cost $16,030,724)				15,896,495

SHORT-TERM INVESTMENTS - 0.9%
Investment Companies - 0.9%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $148,821)		148,821		148,821

Total Investments - 100.0% (cost $16,179,545) (d)				16,045,316
Other assets less liabilities - 0.0%				(7,820	)

Net Assets - 100.0%			$	16,037,496

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $118,345 and gross unrealized depreciation of investments was $(252,574), resulting in net unrealized depreciation of $(134,229).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2050 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

15,896,495

– 0

–

– 0

–

15,896,495

Short-Term Investments

148,821

– 0

–

– 0

–

148,821

Total (a)

16,045,316

– 0

–

– 0

–

16,045,316

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	– 0	–	$	45	$	45	$	– 0	–*	$	– 0	–	$	– 0	–	$	– 0	–	$	– 0	–
AB All Market Growth Portfolio-Class Z		106			591		61		(12	)		21			645			– 0	–		– 0	–
AB Concentrated Growth Portfolio-Class Z		162			754		77		(4	)		(53	)		782			– 0	–		20
AB Discovery Growth Fund, Inc.-Class Z		27			21		45		(2	)		(1	)		– 0	–		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		81			620		24		(7	)		(23	)		647			2			33
AB Fixed Income Shares, Inc.-Government STIF Portfolio		13			10,620		10,486		– 0	–		2			149			1			– 0	–
AB Global Real Estate Investment Fund II-Class I		41			292		16		(1	)		8			324			8			– 0	–
AB Growth and Income Fund, Inc.-Class Z		432			2,313		112		(14	)		(85	)		2,534			32			72
AB High Income Fund, Inc.		– 0	–		469		144		(12	)		1			314			2			– 0	–
AB Intermediate Bond Portfolio-Class Z		30			355		385		– 0	–*		– 0	–*		– 0	–		4			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2055 Fund

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 98.9%
Funds and Investment Trusts - 98.9% (a)
AB All Market Growth Portfolio-Class Z (b)		68,935	$	592,837
AB Concentrated Growth Portfolio-Class Z		27,165		719,344
AB Discovery Value Fund-Class Z		31,847		595,214
AB Global Real Estate Investment Fund II-Class I		27,802		298,319
AB Growth and Income Fund, Inc.-Class Z		429,228		2,330,710
AB High Income Fund, Inc.-Class Z		34,389		288,177
AQR Long-Short Equity Fund-Class R6		35,741		439,976
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		11,291		72,266
Franklin Growth Fund-Class R6		17,794		1,314,412
iShares Core S&P 500 ETF		5,651		1,171,848
MFS Institutional International Equity Fund		85,708		1,743,300
MFS Value Fund-Class R5		47,622		1,629,619
T. Rowe Price Emerging Markets Stock Fund		30,093		913,926
T. Rowe Price International Funds-International Discovery Fund		8,304		442,864
T. Rowe Price Small Cap Value Fund-Class I		7,853		297,773
Templeton Global Bond Fund-Class R6		24,806		282,786
Vanguard FTSE Developed Markets ETF		31,471		1,155,300
Vanguard FTSE Emerging Markets ETF		880		30,738
Vanguard Total Bond Market ETF		3,586		297,530

Total Investment Companies (cost $14,700,410)				14,616,939

SHORT-TERM INVESTMENTS - 0.9%
Investment Companies - 0.9%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (a)(c) (cost $125,072)		125,072		125,072

Total Investments - 99.8% (cost $14,825,482) (d)				14,742,011
Other assets less liabilities - 0.2%				31,596

Net Assets - 100.0%			$	14,773,607

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $107,810 and gross unrealized depreciation of investments was $(191,281), resulting in net unrealized depreciation of $(83,471).

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2055 Fund

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

14,616,939

– 0

–

– 0

–

14,616,939

Short-Term Investments

125,072

– 0

–

– 0

–

125,072

Total (a)

14,742,011

– 0

–

– 0

–

14,742,011

(a)

There were no transfers between any levels during the reporting period.

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value July 31, 2015 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value April 30, 2016 (000)			Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	– 0	–	$	36	$	35	$	– 0	–*	$	(1	)	$	– 0	–	$	– 0	–	$	– 0	–
AB All Market Growth Portfolio-Class Z		108			516		37		(8	)		14			593			– 0	–		– 0	–
AB Concentrated Growth Portfolio-Class Z		163			691		86		(3	)		(46	)		719			– 0	–		17
AB Discovery Growth Fund, Inc.-Class Z		27			9		34		(2	)		– 0	–		– 0	–		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		82			578		42		(10	)		(13	)		595			2			30
AB Fixed Income Shares, Inc.-Government STIF Portfolio		10			11,310		11,195		– 0	–		– 0	–		125			1			– 0	–
AB Global Real Estate Investment Fund II-Class I		41			278		27		(2	)		8			298			7			– 0	–
AB Growth and Income Fund, Inc.-Class Z		435			2,148		166		(14	)		(72	)		2,331			28			62
AB High Income Fund, Inc.-Class Z		– 0	–		421		124		(10	)		1			288			2			– 0	–
AB Intermediate Bond Portfolio-Class Z		27			317		344		– 0	–*		– 0	–*		– 0	–		4			– 0	–

*	Amount less than $500.

AB Small Cap Growth Portfolio

Portfolio of Investments

April 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 97.2%
Information Technology - 26.2%
Communications Equipment - 2.0%
Ciena Corp. (a)		682,006	$	11,478,161
Oclaro, Inc. (a)(b)		2,082,950		10,518,898

				21,997,059

Electronic Equipment, Instruments & Components - 1.0%
VeriFone Systems, Inc. (a)		380,704		10,834,836

Internet Software & Services - 2.8%
Cimpress NV (a)(b)		147,058		12,921,986
CoStar Group, Inc. (a)		61,288		12,092,735
Pandora Media, Inc. (a)(b)		518,891		5,152,588

				30,167,309

IT Services - 1.5%
EPAM Systems, Inc. (a)		146,360		10,674,035
Global Payments, Inc.		74,230		5,357,921

				16,031,956

Semiconductors & Semiconductor Equipment - 5.9%
Cavium, Inc. (a)		85,977		4,244,684
Mellanox Technologies Ltd. (a)		231,403		10,008,180
Microsemi Corp. (a)		483,090		16,323,611
Monolithic Power Systems, Inc.		171,229		10,688,114
Silicon Laboratories, Inc. (a)		231,522		10,835,230
Synaptics, Inc. (a)		158,336		11,328,941

				63,428,760

Software - 13.0%
Aspen Technology, Inc. (a)		294,513		11,200,329
Atlassian Corp. PLC-Class A (a)(b)		361,800		8,382,906
Blackbaud, Inc.		193,470		11,950,642
Fortinet, Inc. (a)		184,090		5,984,766
Guidewire Software, Inc. (a)		269,725		15,366,233
HubSpot, Inc. (a)		287,565		12,736,254
Paylocity Holding Corp. (a)(b)		296,733		11,355,972
Proofpoint, Inc. (a)(b)		196,762		11,463,354
Qlik Technologies, Inc. (a)		363,903		11,204,573
RingCentral, Inc.-Class A (a)		620,580		11,840,667
Take-Two Interactive Software, Inc. (a)		428,213		14,636,320
Ultimate Software Group, Inc. (The) (a)		70,669		13,892,819

				140,014,835

				282,474,755

Health Care - 22.3%
Biotechnology - 5.9%
Adamas Pharmaceuticals, Inc. (a)		249,376		4,209,467
Aimmune Therapeutics, Inc. (a)(b)		271,316		3,513,542
Alder Biopharmaceuticals, Inc. (a)		189,081		5,020,101


Company	Shares		U.S. $ Value
Amicus Therapeutics, Inc. (a)(b)		646,380	$	4,828,459
Anacor Pharmaceuticals, Inc. (a)(b)		103,693		6,505,699
DBV Technologies SA (Sponsored ADR) (a)		102,784		3,491,572
Otonomy, Inc. (a)		230,189		3,282,495
Prothena Corp. PLC (a)(b)		125,680		5,428,119
Radius Health, Inc. (a)(b)		136,330		4,853,348
Sage Therapeutics, Inc. (a)(b)		148,753		5,606,501
Seres Therapeutics, Inc. (a)(b)		152,980		4,515,970
TESARO, Inc. (a)(b)		105,608		4,376,395
Ultragenyx Pharmaceutical, Inc. (a)		108,296		7,322,975

				62,954,643

Health Care Equipment & Supplies - 7.3%
Align Technology, Inc. (a)		222,672		16,074,692
DENTSPLY SIRONA, Inc.		232,139		13,835,484
DexCom, Inc. (a)		195,181		12,565,753
Glaukos Corp. (a)		232,788		4,385,726
K2M Group Holdings, Inc. (a)		550,470		8,950,642
Neovasc, Inc. (a)(b)		763,923		2,452,193
Nevro Corp. (a)(b)		245,255		16,493,399
Penumbra, Inc. (a)(b)		74,945		4,084,502

				78,842,391

Health Care Providers & Services - 5.8%
Acadia Healthcare Co., Inc. (a)		241,120		15,236,373
American Renal Associates Holdings, Inc. (a)		155,759		4,379,943
Amsurg Corp. (a)		233,659		18,921,706
Diplomat Pharmacy, Inc. (a)(b)		326,628		9,893,562
Premier, Inc.-Class A (a)		417,245		14,107,054

				62,538,638

Life Sciences Tools & Services - 1.1%
ICON PLC (a)		178,912		12,090,873

Pharmaceuticals - 2.2%
Aerie Pharmaceuticals, Inc. (a)(b)		236,545		3,751,604
Akorn, Inc. (a)(b)		398,568		10,143,555
GW Pharmaceuticals PLC (ADR) (a)(b)		53,810		4,359,686
Medicines Co. (The) (a)		145,057		5,162,579

				23,417,424

				239,843,969

Consumer Discretionary - 21.8%
Distributors - 1.7%
Pool Corp.		204,938		17,913,630

Diversified Consumer Services - 3.4%
2U, Inc. (a)(b)		602,523		16,888,720
Bright Horizons Family Solutions, Inc. (a)		296,705		19,469,782

				36,358,502


Company	Shares		U.S. $ Value
Hotels, Restaurants & Leisure - 8.2%
Buffalo Wild Wings, Inc. (a)		82,764	$	11,062,236
Dave & Buster’s Entertainment, Inc. (a)		352,554		13,643,840
Diamond Resorts International, Inc. (a)(b)		781,945		16,585,054
Planet Fitness, Inc. (a)(b)		810,008		12,441,723
Texas Roadhouse, Inc.-Class A		360,000		14,659,200
Vail Resorts, Inc.		71,205		9,231,016
Zoe’s Kitchen, Inc. (a)(b)		281,211		10,542,600

				88,165,669

Household Durables - 1.1%
Honest Co. (The) (a)(c)(d)		29,639		1,331,977
Tempur Sealy International, Inc. (a)		173,748		10,541,291

				11,873,268

Media - 2.1%
IMAX Corp. (a)		305,033		9,761,056
National CineMedia, Inc.		943,356		13,395,655

				23,156,711

Multiline Retail - 1.0%
Ollie’s Bargain Outlet Holdings, Inc. (a)(b)		409,375		10,827,969

Specialty Retail - 4.3%
Five Below, Inc. (a)(b)		469,543		19,579,943
Lithia Motors, Inc.-Class A		168,673		14,003,233
Tile Shop Holdings, Inc. (a)(b)		723,918		12,914,697

				46,497,873

				234,793,622

Industrials - 13.0%
Aerospace & Defense - 1.5%
Hexcel Corp.		349,625		15,827,524

Construction & Engineering - 1.6%
Dycom Industries, Inc. (a)(b)		239,954		16,940,752

Industrial Conglomerates - 1.5%
Carlisle Cos., Inc.		156,713		15,969,055

Machinery - 4.7%
IDEX Corp.		187,031		15,317,839
Lincoln Electric Holdings, Inc.		205,913		12,904,568
Middleby Corp. (The) (a)		75,167		8,241,310
Nordson Corp.		39,390		3,022,395
RBC Bearings, Inc. (a)		160,609		11,772,639

				51,258,751

Marine - 1.2%
Kirby Corp. (a)		202,766		12,940,526

Road & Rail - 1.1%
Genesee & Wyoming, Inc.-Class A (a)		192,493		12,533,219


Company	Shares		U.S. $ Value
Trading Companies & Distributors - 1.4%
H&E Equipment Services, Inc.		697,162	$	14,103,587
United Rentals, Inc. (a)		10,704		716,419

				14,820,006

				140,289,833

Financials - 6.8%
Banks - 5.3%
IBERIABANK Corp.		53,612		3,162,572
PrivateBancorp, Inc.		283,758		11,807,170
Signature Bank/New York NY (a)		103,234		14,228,742
SVB Financial Group (a)		130,819		13,641,805
Western Alliance Bancorp (a)		392,503		14,357,760

				57,198,049

Capital Markets - 1.5%
Houlihan Lokey, Inc.		332,032		8,370,527
Stifel Financial Corp. (a)		236,177		7,772,585

				16,143,112

				73,341,161

Materials - 3.0%
Chemicals - 1.8%
PolyOne Corp.		536,565		19,305,609

Construction Materials - 1.2%
Summit Materials, Inc.-Class A (a)		616,903		12,893,273

				32,198,882

Energy - 2.4%
Energy Equipment & Services - 1.6%
Dril-Quip, Inc. (a)		132,954		8,618,078
Oil States International, Inc. (a)		266,698		9,238,419

				17,856,497

Oil, Gas & Consumable Fuels - 0.8%
Matador Resources Co. (a)(b)		394,915		8,510,418

				26,366,915

Consumer Staples - 1.7%
Food & Staples Retailing - 1.1%
Chefs’ Warehouse, Inc. (The) (a)		608,051		11,717,143

Food Products - 0.6%
Freshpet, Inc. (a)(b)		781,059		6,467,168

				18,184,311

Total Common Stocks (cost $920,724,532)				1,047,493,448


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 0.4%
Funds and Investment Trusts - 0.4%
iShares Russell 2000 Growth ETF (b) (cost $3,925,621)		32,400	$	4,343,868


SHORT-TERM INVESTMENTS - 2.3%
Investment Companies - 2.3%
AB Fixed Income Shares, Inc.-Government STIF Portfolio, 0.36% (e)(f) (cost $24,789,554)		24,789,554		24,789,554

Total Investments Before Security Lending Collateral for Securities Loaned - 99.9% (cost $949,439,707)				1,076,626,870

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 15.3%
Investment Companies - 15.3%
AB Exchange Reserves-Class I, 0.32% (e)(f) (cost $165,548,442)		165,548,442		165,548,442

Total Investments - 115.2% (cost $1,114,988,149) (g)				1,242,175,312
Other assets less liabilities - (15.2)%				(164,093,343	)

Net Assets - 100.0%			$	1,078,081,969

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan.

(c)

Fair valued by the Adviser.

(d)

Illiquid security.

(e)

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

(f)

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.

(g)

As of April 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $183,983,361 and gross unrealized depreciation of investments was $(56,796,198), resulting in net unrealized appreciation of $127,187,163.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market.

Glossary:


ADR	-	American Depositary Receipt
ETF	-	Exchange Traded Fund

AB Small Cap Growth Portfolio

April 30, 2016 (unaudited)

•

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 following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2016:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

282,474,755

– 0

–

– 0

–

282,474,755

Health Care

239,843,969

– 0

–

– 0

–

239,843,969

Consumer Discretionary

233,461,645

– 0

–

1,331,977

234,793,622

Industrials

140,289,833

– 0

–

– 0

–

140,289,833

Financials

73,341,161

– 0

–

– 0

–

73,341,161

Materials

32,198,882

– 0

–

– 0

–

32,198,882

Energy

26,366,915

– 0

–

– 0

–

26,366,915

Consumer Staples

18,184,311

– 0

–

– 0

–

18,184,311

Investment Companies

4,343,868

– 0

–

– 0

–

4,343,868

Short-Term Investments

24,789,554

– 0

–

– 0

–

24,789,554

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

165,548,442

– 0

–

– 0

–

165,548,442

Total Investments in Securities

1,240,843,335

– 0

–

1,331,977

1,242,175,312

Other Financial Instruments (a)

– 0

–

– 0

–

– 0

–

– 0

–

Total (b)

1,240,843,335

– 0

–

1,331,977

1,242,175,312

(a)

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

(b)

There were no transfers between any levels during the reporting period.

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

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


	Common Stocks			Total
Balance as of 7/31/15	$	– 0	–	$	– 0	–
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(24,155	)		(24,155	)
Purchases		1,356,132			1,356,132
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 4/30/16	$	1,331,977		$	1,331,977

Net change in unrealized appreciation/depreciation from investments held as of 4/30/16	$	(24,155	)	$	(24,155	)

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2016 is as follows:

Distributions

Affiliated Issuer

Market Value
July 31, 2015
(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Realized
Gain (Loss)
(000)

Change in
Unrealized
Appr./(Depr.)
(000)

Market Value
April 30, 2016
(000)

Income
(000)

Realized
Gains (000)

AB Fixed Income Shares, Inc.-Government STIF Portfolio

29,298

299,205

303,713

– 0

–

– 0

–

24,790

– 0

–

AB Exchange Reserves-Class I

133,464

665,231

633,147

– 0

–

– 0

–

165,548

– 0

–

– 0

–

ITEM 2.

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-3(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 3.

EXHIBITS.

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


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

3 (a) (1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

3 (a) (2)		Certification of Principal Financial Officer Pursuant to Section 302 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:		June 24, 2016

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:		June 24, 2016

By:		/s/ Joseph J. Mantineo
		Joseph J. Mantineo
		Treasurer and Chief Financial Officer

Date:		June 24, 2016