AB Cap Fund, Inc

N-Q 1 d183406dnq.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: June 30, 2017

Date of reporting period: September 30, 2016

ITEM 1.

SCHEDULE OF INVESTMENTS.

AB Concentrated Growth Fund

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 96.6%
Information Technology - 30.2%
Electronic Equipment, Instruments & Components - 6.0%
Amphenol Corp. - Class A		318,153	$	20,654,493

Internet Software & Services - 6.0%
Alphabet, Inc. - Class C (a)		26,605		20,679,801

IT Services - 11.4%
Automatic Data Processing, Inc.		188,530		16,628,346
MasterCard, Inc. - Class A		220,469		22,437,130

				39,065,476

Software - 2.0%
ANSYS, Inc. (a)		76,038		7,041,879

Technology Hardware, Storage & Peripherals - 4.8%
Apple, Inc.		145,857		16,489,134

				103,930,783

Health Care - 23.9%
Biotechnology - 5.8%
Celgene Corp. (a)		189,930		19,853,383

Health Care Equipment & Supplies - 6.7%
Abbott Laboratories		547,747		23,164,221

Life Sciences Tools & Services - 6.5%
Quintiles Transnational Holdings, Inc. (a)		278,102		22,542,948

Pharmaceuticals - 4.9%
Zoetis, Inc.		324,155		16,859,301

				82,419,853

Consumer Discretionary - 23.3%
Auto Components - 4.9%
Delphi Automotive PLC		235,770		16,815,116

Hotels, Restaurants & Leisure - 8.4%
Chipotle Mexican Grill, Inc. - Class A (a)		23,790		10,075,065
Starbucks Corp.		191,340		10,359,148
Yum! Brands, Inc.		93,736		8,512,166

				28,946,379

Internet & Direct Marketing Retail - 6.5%
Priceline Group, Inc. (The) (a)		15,148		22,290,131

Textiles, Apparel & Luxury Goods - 3.5%
VF Corp.		214,087		11,999,576

				80,051,202

Materials - 5.6%
Chemicals - 5.6%
Ecolab, Inc.		158,096		19,243,445

Financials - 4.9%
Capital Markets - 4.9%
Charles Schwab Corp. (The)		537,545		16,970,296


Company	Shares		U.S. $ Value
Industrials - 4.8%
Professional Services - 4.8%
Verisk Analytics, Inc. - Class A (a)		201,662	$	16,391,087

Consumer Staples - 3.9%
Food Products - 3.9%
Hershey Co. (The)		141,680		13,544,608

Total Common Stocks (cost $311,532,253)				332,551,274

SHORT-TERM INVESTMENTS - 3.2%
Investment Companies - 3.2%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (b)(c) (cost $10,967,320)		10,967,320		10,967,320

Total Investments - 99.8% (cost $322,499,573) (d)				343,518,594
Other assets less liabilities - 0.2%				703,157

Net Assets - 100.0%			$	344,221,751

(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)

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.

(d)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $28,697,567 and gross unrealized depreciation of investments was $(7,678,546), resulting in net unrealized appreciation of $21,019,021.

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.

AB Concentrated Growth Fund

September 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 September 30, 2016:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks^(a)

332,551,274

– 0

–

– 0

–

332,551,274

Short-Term Investments

10,967,320

– 0

–

– 0

–

10,967,320

Total Investments in Securities

343,518,594

– 0

–

– 0

–

343,518,594

Other Financial Instruments^(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total^(c)

343,518,594

– 0

–

– 0

–

343,518,594

(a)

See Portfolio of Investments for sector classifications.

(b)

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

(c)

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:

Market Value

6/30/16

(000)

Purchases
at Cost
(000)

Sales
Proceeds
(000)

Market Value

9/30/16

(000)

Dividend
Income
(000)

3,772

23,607

16,412

10,967

AB Concentrated International Growth Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 96.6%
Information Technology - 25.8%
Electronic Equipment, Instruments & Components - 6.2%
Keyence Corp.		74	$	54,219
Murata Manufacturing Co., Ltd.		460		60,045

				114,264

Internet Software & Services - 9.5%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		880		93,095
Tencent Holdings Ltd.		3,000		83,406

				176,501

IT Services - 5.9%
Capgemini SA		580		56,865
Worldpay Group PLC (b)		13,629		52,257

				109,122

Semiconductors & Semiconductor Equipment - 4.2%
ASML Holding NV		700		76,714

				476,601

Industrials - 15.4%
Building Products - 3.9%
Assa Abloy AB-Class B		3,570		72,499

Commercial Services & Supplies - 3.0%
Park24 Co., Ltd.		1,700		55,289

Electrical Equipment - 3.5%
Nidec Corp.		700		64,703

Machinery - 2.0%
Hoshizaki Corp.		400		36,502

Trading Companies & Distributors - 3.0%
Ashtead Group PLC		3,417		56,156

				285,149

Consumer Staples - 15.2%
Beverages - 3.8%
Treasury Wine Estates Ltd.		8,370		71,034

Household Products - 7.5%
Reckitt Benckiser Group PLC		830		78,140
Unicharm Corp.		2,300		59,679

				137,819

Personal Products - 3.9%
Kose Corp.		700		71,678

				280,531

Health Care - 11.5%
Biotechnology - 3.4%
Genmab A/S (a)		370		63,326

Health Care Providers & Services - 2.2%
Fresenius SE & Co. KGaA		501		40,021


Company	Shares		U.S. $ Value
Life Sciences Tools & Services - 3.5%
Eurofins Scientific SE		140		63,599

Pharmaceuticals - 2.4%
Roche Holding AG		180		44,730

				211,676

Financials - 11.4%
Banks - 4.9%
HDFC Bank Ltd. (ADR)		1,270		91,300

Capital Markets - 3.1%
Azimut Holding SpA		3,853		56,693

Insurance - 3.4%
Prudential PLC		3,580		63,462

				211,455

Consumer Discretionary - 10.1%
Auto Components - 2.3%
Continental AG		200		42,140

Hotels, Restaurants & Leisure - 2.5%
Merlin Entertainments PLC (b)		8,290		47,193

Multiline Retail - 3.2%
B&M European Value Retail SA		17,784		58,753

Textiles, Apparel & Luxury Goods - 2.1%
HUGO BOSS AG		710		39,302

				187,388

Materials - 3.6%
Construction Materials - 3.6%
CRH PLC (London)		2,020		66,870

Telecommunication Services - 3.6%
Diversified Telecommunication Services - 3.6%
BT Group PLC		13,070		65,759

Total Common Stocks (cost $1,763,051)				1,785,429

SHORT-TERM INVESTMENTS - 5.4%
Investment Companies - 5.4%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio-Class AB, 0.28% (c)(d) (cost $100,367)		100,367		100,367

Total Investments - 102.0% (cost $1,863,418) (e)				1,885,796
Other assets less liabilities - (2.0)%				(37,570	)

Net Assets - 100.0%			$	1,848,226

(a)

Non-income producing security.

(b)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, the aggregate market value of these securities amounted to $99,450 or 5.4% of net assets.

(c)

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

(d)

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.

(e)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $157,087 and gross unrealized depreciation of investments was $(134,709), resulting in net unrealized appreciation of $22,378.

Glossary:


ADR		-		American Depositary Receipt

Country Breakdown*

September 30, 2016 (unaudited)


	22.4%			United Kingdom
	21.3%			Japan
	9.4%			China
	6.4%			Germany
	6.4%			France
	4.8%			India
	4.1%			Netherlands
	3.8%			Sweden
	3.8%			Australia
	3.5%			Ireland
	3.4%			Denmark
	3.0%			Italy
	2.4%			Switzerland
	5.3%			Short-Term

	100.0%			Total Investments

*	All data are as of September 30, 2016. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time.

AB Concentrated International Growth Portfolio

September 30, 2016 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio 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 Portfolio. Unobservable inputs reflect the Portfolio’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 Portfolio’s own assumptions in determining the fair value of investments)

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

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

93,095

383,506

– 0

–

476,601

Industrials

– 0

–

285,149

– 0

–

285,149

Consumer Staples

– 0

–

280,531

– 0

–

280,531

Health Care

– 0

–

211,676

– 0

–

211,676

Financials

91,300

120,155

– 0

–

211,455

Consumer Discretionary

– 0

–

187,388

– 0

–

187,388

Materials

– 0

–

66,870

– 0

–

66,870

Telecommunication Services

– 0

–

65,759

– 0

–

65,759

Short-Term Investments

100,367

– 0

–

– 0

–

100,367

Total Investments in Securities

284,762

1,601,034

(a)

– 0

–

1,885,796

Other Financial Instruments (b)

– 0

–

– 0

–

– 0

–

– 0

–

Total (c)

284,762

1,601,034

– 0

–

1,885,796

(a)

A significant portion of the Portfolio’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.

(b)

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

(c)

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

The Portfolio 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 Portfolio. 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.

A summary of the Portfolio’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:


Market Value 6/30/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 9/30/16 (000)		Dividend Income (000)
$	42	$	291	$	233	$	100	$	– 0	–*

*	Amount less than $500.

AB Cap Fund, Inc.

Emerging Markets Core Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 96.4%
Financials - 20.9%
Banks - 16.3%
Banco Macro SA (ADR)		380	$	29,735
Bangkok Bank PCL (NVDR)		12,000		56,491
Bank of China Ltd.-Class H		187,000		86,357
China Construction Bank Corp.-Class H		112,000		84,116
Credicorp Ltd.		440		66,977
Industrial & Commercial Bank of China Ltd.-Class H		132,000		83,777
Itausa - Investimentos Itau SA (Preference Shares)		72,370		185,590
Kasikornbank PCL (NVDR)		5,400		29,321
KB Financial Group, Inc.		2,040		70,166
OTP Bank PLC		5,650		148,435
Shinhan Financial Group Co., Ltd.		2,290		83,870

				924,835

Capital Markets - 1.4%
BM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros		15,700		81,151

Consumer Finance - 1.5%
Samsung Card Co., Ltd.		1,850		84,511

Diversified Financial Services - 1.3%
Haci Omer Sabanci Holding AS		8,920		27,596
Remgro Ltd.		2,570		43,006

				70,602

Insurance - 0.4%
Dongbu Insurance Co., Ltd.		370		23,003

				1,184,102

Information Technology - 18.1%
Electronic Equipment, Instruments & Components - 2.3%
Hon Hai Precision Industry Co., Ltd.		41,800		105,782
Zhen Ding Technology Holding Ltd.		11,000		24,291

				130,073

Internet Software & Services - 6.0%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		1,090		115,311
NAVER Corp.		60		48,304
NetEase, Inc. (ADR)		230		55,379
Tencent Holdings Ltd.		4,300		119,549

				338,543

Semiconductors & Semiconductor Equipment - 6.0%
Realtek Semiconductor Corp.		22,000		72,609
Silicon Motion Technology Corp. (ADR)		540		27,967
Taiwan Semiconductor Manufacturing Co., Ltd.		25,000		146,953
Vanguard International Semiconductor Corp.		16,000		30,060
Win Semiconductors Corp.		20,846		61,290

				338,879

Technology Hardware, Storage & Peripherals - 3.8%
Samsung Electronics Co., Ltd.		150		218,515

				1,026,010


Company	Shares		U.S. $ Value
Consumer Discretionary - 10.7%
Automobiles - 1.2%
Dongfeng Motor Group Co., Ltd.-Class H		28,000		28,237
Kia Motors Corp.		1,030		39,574

				67,811

Diversified Consumer Services - 3.1%
New Oriental Education & Technology Group, Inc. (Sponsored ADR) (a)		1,360		63,049
TAL Education Group (ADR) (a)		1,620		114,761

				177,810

Hotels, Restaurants & Leisure - 1.7%
Gourmet Master Co., Ltd.		5,250		52,361
Yum! Brands, Inc.		470		42,681

				95,042

Multiline Retail - 1.7%
Lojas Renner SA		12,900		97,063

Textiles, Apparel & Luxury Goods - 3.0%
Pou Chen Corp.		17,000		24,021
Yue Yuen Industrial Holdings Ltd.		34,500		142,583

				166,604

				604,330

Energy - 10.2%
Oil, Gas & Consumable Fuels - 10.2%
China Petroleum & Chemical Corp.-Class H		102,000		75,303
Cosan SA Industria e Comercio		8,300		96,242
LUKOIL PJSC (Sponsored ADR)		2,960		144,241
Petronet LNG Ltd.		16,340		84,685
PTT PCL (NVDR)		6,100		60,029
YPF SA (Sponsored ADR)		6,350		115,697

				576,197

Consumer Staples - 9.1%
Beverages - 1.4%
Thai Beverage PCL		114,000		81,203

Food Products - 6.4%
Mead Johnson Nutrition Co.-Class A		930		73,479
Uni-President Enterprises Corp.		67,000		126,061
WH Group Ltd. (b)		200,000		161,649

				361,189

Tobacco - 1.3%
British American Tobacco PLC		680		43,368
KT&G Corp.		270		30,747

				74,115

				516,507


Company	Shares		U.S. $ Value
Materials - 7.0%
Chemicals - 2.3%
Formosa Chemicals & Fibre Corp.		11,000		29,682
PTT Global Chemical PCL (NVDR)		42,400		72,266
Sinopec Shanghai Petrochemical Co., Ltd.-Class H		54,000		27,422

				129,370

Metals & Mining - 0.5%
AngloGold Ashanti Ltd. (a)		1,710		27,330

Paper & Forest Products - 4.2%
Lee & Man Paper Manufacturing Ltd.		114,000		104,140
Sappi Ltd. (a)		25,730		133,127

				237,267

				393,967

Telecommunication Services - 6.8%
Diversified Telecommunication Services - 5.6%
China Telecom Corp., Ltd.-Class H		96,000		48,976
Chunghwa Telecom Co., Ltd.		28,000		98,749
Emirates Telecommunications Group Co. PJSC		8,140		44,300
KT Corp. (Sponsored ADR)		6,780		108,819
Telekomunikasi Indonesia Persero Tbk PT		43,500		14,485

				315,329

Wireless Telecommunication Services - 1.2%
China Mobile Ltd.		5,500		67,564

				382,893

Utilities - 5.1%
Electric Utilities - 4.6%
Cia de Transmissao de Energia Eletrica Paulista (Preference Shares)		4,000		81,177
Equatorial Energia SA		5,900		91,290
Korea Electric Power Corp.		990		48,496
Transmissora Alianca de Energia Eletrica SA		5,900		38,062

				259,025

Water Utilities - 0.5%
Cia de Saneamento Basico do Estado de Sao Paulo		3,100		28,777

				287,802

Industrials - 3.7%
Industrial Conglomerates - 2.5%
Far Eastern New Century Corp.		76,000		57,019
Jardine Strategic Holdings Ltd.		2,700		88,505

				145,524

Transportation Infrastructure - 1.2%
Jiangsu Expressway Co., Ltd.-Class H		48,000		66,611

				212,135


Company	Shares			U.S. $ Value
Health Care - 2.5%
Health Care Equipment & Supplies - 1.5%
St Shine Optical Co., Ltd.		3,700			86,428

Health Care Providers & Services - 1.0%
Odontoprev SA		6,900			27,433
Qualicorp SA		4,400			25,950

					53,383

					139,811

Real Estate - 2.3%
Real Estate Management & Development - 2.3%
Aldar Properties PJSC		180,290			130,897

Total Common Stocks (cost $4,883,283)					5,454,651

SHORT-TERM INVESTMENTS - 3.8%
Investment Companies - 3.7%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio-Class AB, 0.28% (c)(d) (cost $208,974)		208,974			208,974


	Principal Amount (000)
Time Deposits - 0.1%
BBH Grand Cayman
(0.551)%, 10/03/16	EUR	0	*		559
(0.39)%, 10/03/16	JPY	48			469
0.005%, 10/03/16	HKD	20			2,527
0.01%, 10/03/16	SGD	0	*		109
0.05%, 10/03/16	GBP	1			1,172
5.68%, 10/03/16	ZAR	7			519

Total Time Deposits (cost $5,293)					5,355

Total Short-Term Investments (cost $214,267)					214,329

Total Investments - 100.2% (cost $5,097,550) (e)					5,668,980
Other assets less liabilities - (0.2)%					(11,308	)

Net Assets - 100.0%				$	5,657,672

FUTURES


Type	Number of Contracts		Expiration Month		Original Value		Value at September 30, 2016		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Mini MSCI Emerging Markets Index Futures		2		December 2016	$	92,827	$	91,720	$	(1,107	)

*	Principal amount less than 500.

(a)

Non-income producing security.

(b)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2016, the market value of this security amounted to $161,649 or 2.9% of net assets.

(c)

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

(d)

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.

(e)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $660,068 and gross unrealized depreciation of investments was $(88,638), resulting in net unrealized appreciation of $571,430.

Currency Abbreviations:


EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
JPY	-	Japanese Yen
SGD	-	Singapore Dollar
USD	-	United States Dollar
ZAR	-	South African Rand

Glossary:


ADR	-	American Depositary Receipt
MSCI	-	Morgan Stanley Capital International
NVDR	-	Non Voting Depositary Receipt
PJSC	-	Public Joint Stock Company

Country Breakdown*

September 30, 2016 (unaudited)


	18.3%			China
	16.6%			Taiwan
	13.3%			South Korea
	13.3%			Brazil
	8.8%			Hong Kong
	5.3%			Thailand
	3.6%			South Africa
	3.1%			United Arab Emirates
	2.6%			Hungary
	2.6%			Argentina
	2.5%			Russia
	2.0%			United States
	1.5%			India
	2.7%			Other
	3.8%			Short-Term

	100.0%			Total Investments

All data are as of September 30, 2016. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time. The Portfolio 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 1.2% or less in the following countries: Indonesia, Peru, Turkey and United Kingdom.

AB Emerging Markets Core Portfolio

September 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 disclosure requirements establish 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)

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


Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Financials	$	363,453		$	820,649		$	– 0	–	$	1,184,102
Information Technology		198,657			827,353			– 0	–		1,026,010
Consumer Discretionary		317,554			286,776			– 0	–		604,330
Energy		356,180			220,017			– 0	–		576,197
Consumer Staples		73,479			443,028			– 0	–		516,507
Materials		133,127			260,840			– 0	–		393,967
Telecommunication Services		108,819			274,074			– 0	–		382,893
Utilities		239,306			48,496			– 0	–		287,802
Industrials		– 0	–		212,135			– 0	–		212,135
Health Care		53,383			86,428			– 0	–		139,811
Real Estate		– 0	–		130,897			– 0	–		130,897
Short-Term Investments:
Short-Term Investments		208,974			– 0	–		– 0	–		208,974
Time Deposits		– 0	–		5,355			– 0	–		5,355

Total Investments in Securities		2,052,932			3,616,048	†		– 0	–		5,668,980
*Other Financial Instruments:**
Liabilities
Futures		– 0	–		(1,107	)		– 0	–		(1,107	)

Total^	$	2,052,932		$	3,614,941		$	– 0	–	$	5,667,873

†	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.

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

^	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 instrument was transferred at the beginning of the reporting period.

The Adviser established a 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.

A summary of the Fund’s transactions in shares of the AB Fixed-Income Shares, Inc. - Government STIF Portfolio for the three months ended September 30, 2016 is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	11	$	910	$	712	$	209	$	– 0	–*

*	Amount is less than $500.

AB Emerging Markets Growth Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 99.3%
Financials - 27.6%
Banks - 18.8%
Abu Dhabi Commercial Bank PJSC		41,760	$	73,230
Axis Bank Ltd.		4,280		35,014
Banco Davivienda SA (Preference Shares)		9,799		100,255
Bank Mandiri Persero Tbk PT		118,000		101,813
China Construction Bank Corp. - Class H		178,000		133,685
Credicorp Ltd.		627		95,442
HDFC Bank Ltd. (ADR)		1,710		122,932
Industrial & Commercial Bank of China Ltd. - Class H		165,000		104,721
Itau Unibanco Holding SA (Preference Shares)		2,200		24,028
Kasikornbank PCL (Foreign Shares)		8,800		47,619
Sberbank of Russia PJSC (Sponsored ADR)		8,069		76,010

				914,749

Consumer Finance - 0.2%
KRUK SA		190		11,826

Diversified Financial Services - 1.0%
Cielo SA		4,900		48,983

Insurance - 4.6%
AIA Group Ltd.		19,400		130,460
BB Seguridade Participacoes SA		5,900		54,208
China Pacific Insurance Group Co., Ltd. - Class H		6,800		25,431
Max Financial Services Ltd.		1,600		13,424

				223,523

Thrifts & Mortgage Finance - 3.0%
Housing Development Finance Corp., Ltd.		6,860		144,043

				1,343,124

Information Technology - 26.5%
Internet Software & Services - 11.1%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		2,479		262,253
NAVER Corp.		138		111,099
Tencent Holdings Ltd.		6,000		166,812

				540,164

IT Services - 1.9%
HCL Technologies Ltd.		6,660		80,138
Tata Consultancy Services Ltd.		340		12,432

				92,570

Semiconductors & Semiconductor Equipment - 6.6%
SK Hynix, Inc.		660		24,229
Taiwan Semiconductor Manufacturing Co., Ltd.		51,000		299,785

				324,014

Technology Hardware, Storage & Peripherals - 6.9%
Samsung Electronics Co., Ltd.		176		256,390


Company	Shares		U.S. $ Value
Samsung Electronics Co., Ltd. (Preference Shares)		66	$	77,537

				333,927

				1,290,675

Consumer Discretionary - 12.4%
Diversified Consumer Services - 2.7%
China Distance Education Holdings Ltd. (ADR)		989		12,778
Kroton Educacional SA		10,600		48,206
New Oriental Education & Technology Group, Inc. (Sponsored ADR) (a)		825		38,247
Tarena International, Inc. (ADR)		2,155		31,204

				130,435

Hotels, Restaurants & Leisure - 1.3%
IMAX China Holding, Inc. (a)(b)		7,300		35,922
Premium Leisure Corp.		1,301,000		27,503

				63,425

Household Durables - 1.2%
Basso Industry Corp.		11,000		35,077
Cuckoo Electronics Co., Ltd.		184		23,912

				58,989

Internet & Direct Marketing Retail - 1.4%
Ctrip.com International Ltd. (ADR) (a)		1,410		65,664

Media - 4.6%
Naspers Ltd. - Class N		1,110		192,111
Surya Citra Media Tbk PT		142,500		30,670

				222,781

Textiles, Apparel & Luxury Goods - 1.2%
Titan Co., Ltd.		8,060		48,193
Welspun India Ltd.		14,240		11,226

				59,419

				600,713

Consumer Staples - 11.6%
Food & Staples Retailing - 5.3%
CP ALL PCL		42,100		74,723
Lenta Ltd. (GDR) (a)(b)		11,292		91,472
X5 Retail Group NV (GDR) (a)(b)		3,170		91,927

				258,122

Food Products - 0.7%
First Resources Ltd.		27,200		36,608

Personal Products - 4.7%
Amorepacific Corp.		265		93,975
AMOREPACIFIC Group		260		39,282
LG Household & Health Care Ltd.		108		93,987

				227,244


Company	Shares		U.S. $ Value
Tobacco - 0.9%
ITC Ltd.		11,580	$	42,187

				564,161

Health Care - 5.5%
Biotechnology - 1.9%
Biocon Ltd.		2,110		29,676
China Biologic Products, Inc. (a)		500		62,240

				91,916

Pharmaceuticals - 3.6%
Aurobindo Pharma Ltd.		3,220		41,528
Sun Pharmaceutical Industries Ltd.		10,890		121,786
Torrent Pharmaceuticals Ltd.		490		12,080

				175,394

				267,310

Energy - 5.2%
Oil, Gas & Consumable Fuels - 5.2%
CNOOC Ltd.		78,000		98,398
LUKOIL PJSC (Sponsored ADR)		1,573		76,704
Novatek OJSC (Sponsored GDR) (b)		710		78,267

				253,369

Industrials - 4.3%
Construction & Engineering - 1.7%
IRB Infrastructure Developers Ltd.		22,610		83,671

Industrial Conglomerates - 1.4%
SM Investments Corp.		4,755		66,220

Professional Services - 0.5%
51job, Inc. (ADR) (a)		704		23,500

Trading Companies & Distributors - 0.7%
BOC Aviation Ltd. (b)		7,100		36,665

				210,056

Real Estate - 3.2%
Real Estate Management & Development - 3.2%
Ayala Land, Inc.		103,100		83,914
Parque Arauco SA		11,087		25,373
SM Prime Holdings, Inc.		76,000		44,265

				153,552

Materials - 1.7%
Construction Materials - 1.7%
Cemex Latam Holdings SA (a)		2,614		9,936
Grasim Industries Ltd. (GDR) (b)		1,011		73,442

				83,378

Telecommunication Services - 1.3%
Wireless Telecommunication Services - 1.3%
Tower Bersama Infrastructure Tbk PT		132,000		61,773


Company	Shares			U.S. $ Value
Total Common Stocks (cost $4,286,271)				$	4,828,111

SHORT-TERM INVESTMENTS - 2.0%
Investment Companies - 1.9%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (c)(d) (cost $94,909)		94,909			94,909


	Principal Amount (000)
Time Deposits – 0.1%
BBH Grand Cayman
(1.45)%, 10/03/16	CHF	0	*		12
(0.551)%, 10/03/16	EUR	0	*		110
0.005%, 10/03/16	HKD	12			1,497
0.01%, 10/03/16	SGD	1			1,058
0.05%, 10/03/16	GBP	2			2,502
5.68%, 10/03/16	ZAR	7			499

Total Time Deposits (cost $5,691)					5,678

Total Short-Term Investments (cost $100,600)					100,587

Total Investments – 101.3% (cost $4,386,871) (e)					4,928,698
Other assets less liabilities – (1.3)%					(65,315	)

Net Assets – 100.0%				$	4,863,383

*	Principal amount less than 500.

(a)

Non-income producing security.

(b)

(c)

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.

(d)

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

(e)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $661,414 and gross unrealized depreciation of investments was $(119,587), resulting in net unrealized appreciation of $541,827.

Currency Abbreviations:


CHF		-		Swiss Franc


EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
SGD	-	Singapore Dollar
ZAR	-	South African Rand
Glossary:
ADR	-	American Depositary Receipt
GDR	-	Global Depositary Receipt
OJSC	-	Open Joint Stock Company
PJSC	-	Public Joint Stock Company

COUNTRY BREAKDOWN *

September 30, 2016 (unaudited)


	20.8%			China
	17.7%			India
	14.6%			South Korea
	8.4%			Russia
	6.8%			Taiwan
	4.5%			Philippines
	4.0%			Indonesia
	3.9%			South Africa
	3.6%			Brazil
	3.4%			Hong Kong
	2.5%			Thailand
	2.2%			Colombia
	1.9%			Peru
	3.7%			Other
	2.0%			Short-Term

	100.0%			Total Investments

*	All data are as of September 30, 2016. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.5% or less in the following countries: Chile, Poland, Singapore and United Arab Emirates.

AB Emerging Markets Growth Portfolio

September 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. The U.S GAAP disclosure requirements establish 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. 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)

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

Investments in Securities

Level 1

Level 2

Level 3

Total

Common Stocks:

Financials

581,303

761,821

– 0

–

1,343,124

Information Technology

262,253

1,028,422

– 0

–

1,290,675

Consumer Discretionary

196,099

404,614

– 0

–

600,713

Consumer Staples

– 0

–

564,161

– 0

–

564,161

Health Care

62,240

205,070

– 0

–

267,310

Energy

– 0

–

253,369

– 0

–

253,369

Industrials

23,500

186,556

– 0

–

210,056

Real Estate

25,373

128,179

– 0

–

153,552

Materials

9,936

73,442

– 0

–

83,378

Telecommunication Services

– 0

–

61,773

– 0

–

61,773

Short-Term Investments:

Investment Companies

94,909

– 0

–

– 0

–

94,909

Time Deposits

– 0

–

5,678

– 0

–

5,678

Total Investments in Securities

1,255,613

3,673,085

†

– 0

–

4,928,698

Other Financial Instruments*:

– 0

–

– 0

–

– 0

–

– 0

–

Total^

1,255,613

3,673,085

– 0

–

4,928,698

†	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.

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

^	An amount of $24,346 was transferred from Level 1 to 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.

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.

A summary of the Fund’s transactions in shares of the AB Fixed-Income Shares, Inc.—Government STIF Portfolio for the nine months ended September 30, 2016 is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	5	$	533	$	443	$	95	$	– 0	–

*	Amount is less than $500.

AB Cap Fund, Inc.

AB Global Core Equity Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 99.0%
Financials - 21.1%
Banks - 6.0%
Citigroup, Inc.		48,240	$	2,278,375
DBS Group Holdings Ltd.		208,300		2,363,550
Jyske Bank A/S		72,411		3,385,449
Wells Fargo & Co.		58,050		2,570,454

				10,597,828

Capital Markets - 12.8%
BlackRock, Inc. - Class A		4,676		1,694,863
CME Group, Inc. - Class A		9,741		1,018,129
Credit Suisse Group AG (REG) (a)		137,790		1,810,924
Euronext NV (b)		19,796		844,673
Goldman Sachs Group, Inc. (The)		16,500		2,660,955
London Stock Exchange Group PLC		32,246		1,168,513
Moody’s Corp.		40,169		4,349,499
S&P Global, Inc.		62,173		7,868,615
Singapore Exchange Ltd.		212,400		1,158,530

				22,574,701

Consumer Finance - 1.7%
American Express Co.		48,755		3,122,270

Diversified Financial Services - 0.6%
Cielo SA		102,336		1,022,998

				37,317,797

Information Technology - 17.9%
Communications Equipment - 1.0%
Cisco Systems, Inc.		55,012		1,744,981

Electronic Equipment, Instruments & Components - 1.0%
Murata Manufacturing Co., Ltd.		14,300		1,866,623

Internet Software & Services - 1.4%
Alphabet, Inc. - Class C (a)		3,190		2,479,555

IT Services - 3.0%
Automatic Data Processing, Inc.		11,610		1,024,002
Visa, Inc. - Class A		50,866		4,206,618

				5,230,620

Semiconductors & Semiconductor Equipment - 0.8%
Taiwan Semiconductor Manufacturing Co., Ltd.		228,000		1,340,217

Software - 10.7%
Check Point Software Technologies Ltd. (a)		23,597		1,831,363
Microsoft Corp.		138,569		7,981,574
SAP SE		99,447		9,094,666

				18,907,603

				31,569,599

Health Care - 13.8%
Biotechnology - 4.0%
Biogen, Inc. (a)		8,810		2,757,794


Company	Shares		U.S. $ Value
Gilead Sciences, Inc.		53,971	$	4,270,186

				7,027,980

Health Care Providers & Services - 6.7%
Anthem, Inc.		34,045		4,266,179
UnitedHealth Group, Inc.		54,449		7,622,860

				11,889,039

Pharmaceuticals - 3.1%
Novo Nordisk A/S - Class B		42,560		1,773,846
Roche Holding AG		5,360		1,331,952
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		51,980		2,391,600

				5,497,398

				24,414,417

Industrials - 13.6%
Airlines - 0.8%
Japan Airlines Co., Ltd.		50,600		1,487,411

Commercial Services & Supplies - 3.1%
Stericycle, Inc. (a)		37,140		2,976,400
Taiwan Secom Co., Ltd.		859,000		2,496,527

				5,472,927

Electrical Equipment - 0.6%
Schneider Electric SE (Paris)		14,103		981,059

Machinery - 5.6%
Dover Corp.		69,730		5,134,917
Kone Oyj - Class B		94,285		4,786,570

				9,921,487

Professional Services - 3.5%
Recruit Holdings Co., Ltd.		63,000		2,569,971
RELX NV		203,610		3,641,930

				6,211,901

				24,074,785

Consumer Discretionary - 10.6%
Diversified Consumer Services - 3.7%
Service Corp. International/US		212,380		5,636,565
Sotheby’s		25,940		986,239

				6,622,804

Hotels, Restaurants & Leisure - 0.9%
Telepizza Group SA (a)(b)(c)		332,225		1,507,748

Media - 1.9%
Omnicom Group, Inc.		39,040		3,318,400

Textiles, Apparel & Luxury Goods - 4.1%
Christian Dior SE		8,720		1,563,904
NIKE, Inc. - Class B		51,913		2,733,220


Company	Shares		U.S. $ Value
Samsonite International SA		940,500	$	3,014,210

				7,311,334

				18,760,286

Consumer Staples - 6.0%
Food Products - 1.8%
Danone SA		43,850		3,255,987

Household Products - 2.4%
Procter & Gamble Co. (The)		46,660		4,187,735

Personal Products - 1.8%
Unilever NV		68,280		3,145,881

				10,589,603

Energy - 4.3%
Energy Equipment & Services - 2.2%
Schlumberger Ltd.		48,590		3,821,118

Oil, Gas & Consumable Fuels - 2.1%
KazMunaiGas Exploration Production JSC (GDR) (a)(b)		200,549		1,534,200
LUKOIL PJSC (Sponsored ADR)		45,509		2,217,653

				3,751,853

				7,572,971

Materials - 4.2%
Chemicals - 4.2%
BASF SE		41,104		3,519,543
Johnson Matthey PLC		40,150		1,712,569
Praxair, Inc.		17,500		2,114,525

				7,346,637

Utilities - 3.9%
Electric Utilities - 1.3%
Enersis Americas SA (Sponsored ADR)		148,682		1,217,706
Enersis Chile SA (ADR)		237,502		1,128,134

				2,345,840

Water Utilities - 2.6%
Guangdong Investment Ltd.		2,848,000		4,549,532

				6,895,372

Telecommunication Services - 3.6%
Wireless Telecommunication Services - 3.6%
KDDI Corp.		116,000		3,593,914
MTN Group Ltd.		323,300		2,771,600

				6,365,514

Total Common Stocks (cost $165,971,831)				174,906,981


Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS - 0.5%
Time Deposits - 0.4%
ANZ, London 0.05%, 10/03/16	GBP	15	$	19,649
BBH, Grand Cayman
(1.45)%, 10/03/16	CHF	17		17,048
(1.25)%, 10/03/16	SEK	172		20,107
(0.551)%, 10/03/16	EUR	16		17,724
(0.55)%, 10/03/16	DKK	107		16,216
0.05%, 10/03/16	CAD	15		11,194
0.319%, 10/03/16	AUD	19		14,562
5.68%, 10/03/16	ZAR	242		17,658
BNP Paribas, Paris 0.005%, 10/03/16	HKD	275		35,446
HSBC, Singapore 0.01%, 10/03/16	SGD	77		56,633
Sumitomo, Tokyo (0.39)%, 10/03/16	JPY	38,496		379,626

Total Time Deposits (cost $607,808)				605,863


	Shares
Investment Companies - 0.1%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (d)(e) (cost $234,627)		234,627		234,627

Total Short-Term Investments (cost $842,435)				840,490

Total Investments Before Security Lending Collateral for Securities Loaned - 99.5% (cost $166,814,266)				175,747,471

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB,0.28% (d)(e) (cost $1,016,889)		1,016,889		1,016,889

Total Investments - 100.1% (cost $167,831,155) (f)				176,764,360
Other assets less liabilities - (0.1)%				(136,489	)

Net Assets - 100.0%			$	176,627,871

(a)

Non-income producing security.

(b)

(c)

Represents entire or partial securities out on loan.

(d)

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

(e)

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.

(f)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $15,451,146 and gross unrealized depreciation of investments was $(6,517,941), resulting in net unrealized appreciation of $8,933,205.


Currency Abbreviations:
AUD	-	Australian Dollar
CAD	-	Canadian Dollar
CHF	-	Swiss Franc
DKK	-	Danish Krone
EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
JPY	-	Japanese Yen
SEK	-	Swedish Krona
SGD	-	Singapore Dollar
ZAR	-	South African Rand
Glossary:
ADR	-	American Depositary Receipt
GDR	-	Global Depositary Receipt
JSC	-	Joint Stock Company
PJSC	-	Public Joint Stock Company
REG	-	Registered Shares

Country Breakdown*

September 30, 2016 (unaudited)


	54.5%			United States
	7.2%			Germany
	5.5%			United Kingdom
	5.4%			Japan
	3.3%			France
	2.9%			Denmark
	2.7%			Finland
	2.6%			China
	2.4%			Israel
	2.2%			Taiwan
	2.0%			Singapore
	1.8%			Switzerland
	1.6%			South Africa
	1.3%			Chile
	4.1%			Other
	0.5%			Short-Term

	100.0%			Total Investments

All data are as of September 30, 2016. The Fund’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.3% or less in the following countries: Brazil, Kazakhstan, Netherlands, Russia, and Spain.

AB Global Core Equity Portfolio

September 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 disclosure requirements establish 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 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)

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

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

26,586,158

10,731,639

– 0

–

37,317,797

Information Technology

19,268,093

12,301,506

– 0

–

31,569,599

Health Care

21,308,619

3,105,798

– 0

–

24,414,417

Industrials

10,607,844

13,466,941

– 0

–

24,074,785

Consumer Discretionary

14,182,172

4,578,114

– 0

–

18,760,286

Consumer Staples

4,187,735

6,401,868

– 0

–

10,589,603

Energy

7,572,971

– 0

–

– 0

–

7,572,971

Materials

2,114,525

5,232,112

– 0

–

7,346,637

Utilities

2,345,840

4,549,532

– 0

–

6,895,372

Telecommunication Services

– 0

–

6,365,514

– 0

–

6,365,514

Short-Term Investments:

Time Deposits

– 0

–

605,863

– 0

–

605,863

Investment Companies

234,627

– 0

–

– 0

–

234,627

Investments of Cash Collateral for Securities Loaned in

Affiliated Money Market Fund

1,016,889

– 0

–

– 0

–

1,016,889

Total Investments in Securities

109,425,473

67,338,887

†

– 0

–

176,764,360

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total^

109,425,473

67,338,887

– 0

–

176,764,360

†	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.

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

^	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 instrument was transferred at the beginning of the reporting period.

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.

A summary of the Fund’s transactions in shares of the AB Fixed-Income Shares, Inc.—Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	752	$	11,842	$	12,359	$	235	$	– 0	–*

*	Amount is less than $500.

A summary of the Fund’s investments of cash collateral for securities loaned transactions is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	1,934	$	4,117	$	5,034	$	1,017	$	– 0	–*

*	Amount is less than $500.

AB Cap Fund, Inc.

AB International Strategic Core Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 91.0%
Financials - 24.7%
Banks - 12.0%
Bank Hapoalim BM		5,890	$	33,444
BOC Hong Kong Holdings Ltd.		2,500		8,506
Commonwealth Bank of Australia		380		21,190
Danske Bank A/S		2,360		69,044
DBS Group Holdings Ltd.		7,500		85,102
Hang Seng Bank Ltd.		3,100		55,649
Mitsubishi UFJ Financial Group, Inc.		10,200		51,674
Oversea-Chinese Banking Corp., Ltd.		9,400		59,908
Royal Bank of Canada		1,019		63,115
Seven Bank Ltd.		13,900		44,520
Sumitomo Mitsui Financial Group, Inc.		1,600		54,047
Swedbank AB - Class A		2,010		47,228

				593,427

Capital Markets - 4.6%
Euronext NV (a)		1,486		63,406
IG Group Holdings PLC		5,797		65,411
Partners Group Holding AG		83		41,935
Thomson Reuters Corp.		1,366		56,485

				227,237

Diversified Financial Services - 0.5%
ORIX Corp.		1,600		23,604

Insurance - 7.6%
Direct Line Insurance Group PLC		12,470		58,905
Euler Hermes Group		590		50,162
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)		403		75,267
NN Group NV		4,013		123,201
Sampo Oyj - Class A		1,037		46,071
Swiss Re AG		260		23,483

				377,089

				1,221,357

Industrials - 12.4%
Aerospace & Defense - 1.1%
QinetiQ Group PLC		17,832		54,633

Air Freight & Logistics - 0.3%
bpost SA		554		15,023

Airlines - 1.1%
Japan Airlines Co., Ltd.		1,900		55,851

Commercial Services & Supplies - 0.7%
Rentokil Initial PLC		12,279		35,292

Machinery - 3.1%
Hoshizaki Corp.		300		27,377
KION Group AG		866		56,111
Kone Oyj - Class B		1,394		70,769

				154,257

Professional Services - 5.0%
Experian PLC		3,657		73,060


Company	Shares		U.S. $ Value
RELX PLC		5,425	$	102,877
Wolters Kluwer NV		1,684		71,993

				247,930

Road & Rail - 1.1%
Central Japan Railway Co.		300		51,362

				614,348

Consumer Discretionary - 11.6%
Automobiles - 1.6%
Fuji Heavy Industries Ltd.		2,100		78,791

Hotels, Restaurants & Leisure - 3.9%
Aristocrat Leisure Ltd.		5,934		72,198
Tabcorp Holdings Ltd.		14,686		56,238
Tatts Group Ltd.		23,450		65,908

				194,344

Leisure Products - 1.8%
Bandai Namco Holdings, Inc.		2,900		88,764

Media - 3.6%
Informa PLC		7,294		67,294
Sky PLC		1,543		17,883
WPP PLC		4,015		94,375

				179,552

Textiles, Apparel & Luxury Goods - 0.7%
Yue Yuen Industrial Holdings Ltd.		8,000		33,063

				574,514

Information Technology - 10.4%
Communications Equipment - 0.6%
VTech Holdings Ltd.		2,900		33,162

Internet Software & Services - 0.7%
Moneysupermarket.com Group PLC		8,687		33,784

IT Services - 2.4%
Amadeus IT Group SA - Class A		1,814		90,542
CGI Group, Inc. - Class A (b)		574		27,340

				117,882

Software - 6.7%
Check Point Software Technologies Ltd. (b)		398		30,889
Constellation Software, Inc./Canada		77		34,711
Nice Ltd.		870		57,930
Oracle Corp. Japan		1,400		79,097
Sage Group PLC (The)		6,329		60,472
SAP SE		739		67,583

				330,682

				515,510

Consumer Staples - 10.4%
Beverages - 0.8%
Royal Unibrew A/S		753		37,255


Company	Shares		U.S. $ Value
Food & Staples Retailing - 2.4%
Axfood AB		1,927	$	34,019
Koninklijke Ahold Delhaize NV		1,118		25,464
Loblaw Cos., Ltd.		1,104		56,801

				116,284

Food Products - 1.4%
Nestle SA (REG)		250		19,741
Salmar ASA		1,690		51,667

				71,408

Household Products - 1.4%
Reckitt Benckiser Group PLC		730		68,726

Personal Products - 1.0%
Kao Corp.		900		50,884

Tobacco - 3.4%
British American Tobacco PLC		1,691		107,846
Imperial Brands PLC		1,216		62,588

				170,434

				514,991

Health Care - 7.8%
Biotechnology - 1.2%
CSL Ltd.		733		60,275

Health Care Equipment & Supplies - 0.5%
Cochlear Ltd.		222		24,063

Pharmaceuticals - 6.1%
Recordati SpA		1,444		46,410
Roche Holding AG		438		108,843
Sanofi		1,016		77,369
Teva Pharmaceutical Industries Ltd.		1,490		69,158

				301,780

				386,118

Telecommunication Services - 5.1%
Diversified Telecommunication Services - 5.1%
Bezeq The Israeli Telecommunication Corp., Ltd.		27,703		52,270
HKT Trust & HKT Ltd. - Class SS		51,000		71,933
Nippon Telegraph & Telephone Corp.		1,500		68,604
Singapore Telecommunications Ltd.		10,700		31,296
Telstra Corp., Ltd.		6,563		26,167

				250,270

Materials - 4.3%
Chemicals - 2.6%
Covestro AG (a)		1,125		66,575
Givaudan SA (REG)		30		61,162

				127,737

Containers & Packaging - 1.7%
Amcor Ltd./Australia		7,369		85,829

				213,566


Company	Shares		U.S. $ Value
Energy - 3.1%
Oil, Gas & Consumable Fuels - 3.1%
Royal Dutch Shell PLC - Class B		3,211	$	83,247
TOTAL SA		1,446		68,773

				152,020

Real Estate - 1.2%
Real Estate Management & Development - 1.2%
Sino Land Co., Ltd.		32,000		57,034

Total Common Stocks (cost $4,404,577)				4,499,728

INVESTMENT COMPANIES - 1.5%
Funds and Investment Trusts - 1.5%
iShares MSCI Japan ETF		2,980		37,369
iShares MSCI United Kingdom ETF		2,380		37,699

Total Investment Companies (cost $75,495)				75,068

SHORT-TERM INVESTMENTS - 11.2%
Investment Companies - 11.2%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (c)(d) (cost $553,363)		553,363		553,363

Total Investments - 103.7% (cost $5,033,435) (e)				5,128,159
Other assets less liabilities - (3.7)%				(183,074	)

Net Assets - 100.0%			$	4,945,085

FUTURES


Type	Number of Contracts		Expiration Month	Original Value		Value at September 30, 2016		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 600 Index Futures		4	December 2016	$	76,584	$	76,864	$	280

FORWARD CURRENCY EXCHANGE CONTRACTS


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.	AUD	173	USD	129		10/19/16	$	(2,865	)
Brown Brothers Harriman & Co.	CAD	203	USD	156		10/19/16		1,578
Brown Brothers Harriman & Co.	CHF	39	USD	40		10/19/16		(7	)
Brown Brothers Harriman & Co.	DKK	227	USD	34		10/19/16		(427	)
Brown Brothers Harriman & Co.	EUR	24	USD	27		10/19/16		(108	)


Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.	GBP	77	USD	104		10/19/16	$	3,973
Brown Brothers Harriman & Co.	HKD	760	USD	98		10/19/16		61
Brown Brothers Harriman & Co.	ILS	672	USD	174		10/19/16		(5,624	)
Brown Brothers Harriman & Co.	JPY	1,727	USD	17		10/19/16		222
Brown Brothers Harriman & Co.	JPY	9,352	USD	91		10/19/16		(1,095	)
Brown Brothers Harriman & Co.	NOK	491	USD	58		10/19/16		(3,361	)
Brown Brothers Harriman & Co.	SGD	80	USD	59		10/19/16		676
Brown Brothers Harriman & Co.	USD	14	AUD	19		10/19/16		366
Brown Brothers Harriman & Co.	USD	67	AUD	88		10/19/16		(59	)
Brown Brothers Harriman & Co.	USD	15	CAD	20		10/19/16		(207	)
Brown Brothers Harriman & Co.	USD	76	CHF	74		10/19/16		102
Brown Brothers Harriman & Co.	USD	17	CHF	16		10/19/16		(59	)
Brown Brothers Harriman & Co.	USD	23	DKK	151		10/19/16		73
Brown Brothers Harriman & Co.	USD	259	EUR	233		10/19/16		3,354
Brown Brothers Harriman & Co.	USD	22	EUR	19		10/19/16		(200	)
Brown Brothers Harriman & Co.	USD	53	GBP	40		10/19/16		(898	)
Brown Brothers Harriman & Co.	USD	85	JPY	8,666		10/19/16		914
Brown Brothers Harriman & Co.	USD	277	JPY	27,843		10/19/16		(2,753	)
Brown Brothers Harriman & Co.	USD	39	NOK	326		10/19/16		1,786
Brown Brothers Harriman & Co.	USD	60	SEK	517		10/19/16		(157	)
Brown Brothers Harriman & Co.	CAD	75	USD	57		1/17/17		(473	)
Brown Brothers Harriman & Co.	ILS	154	USD	41		1/17/17		(172	)
Brown Brothers Harriman & Co.	SGD	59	USD	43		1/17/17		16
Brown Brothers Harriman & Co.	USD	53	EUR	47		1/17/17		24
Brown Brothers Harriman & Co.	USD	55	EUR	49		1/17/17		(14	)
Brown Brothers Harriman & Co.	USD	188	JPY	18,938		1/17/17		(743	)

							$	(6,077	)

(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)

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.

(e)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $215,120 and gross unrealized depreciation of investments was $(120,396), resulting in net unrealized appreciation of $94,724.


Currency Abbreviations:
AUD	-	Australian Dollar
CAD	-	Canadian Dollar
CHF	-	Swiss Franc
DKK	-	Danish Krone
EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
ILS	-	Israeli Shekel
JPY	-	Japanese Yen
NOK	-	Norwegian Krone
SEK	-	Swedish Krona
SGD	-	Singapore Dollar
USD	-	United States Dollar
Glossary:
ETF	-	Exchange Traded Fund
MSCI	-	Morgan Stanley Capital International
REG	-	Registered Shares

COUNTRY BREAKDOWN *

September 30, 2016 (unaudited)


	16.2%			United Kingdom
	13.2%			Japan
	8.0%			Australia
	7.2%			Netherlands
	5.2%			Germany
	5.1%			Hong Kong
	5.0%			Switzerland
	4.7%			Israel
	3.8%			France
	3.5%			Canada
	3.4%			Singapore
	2.3%			Finland
	2.1%			Denmark
	9.5%			Other
	10.8%			Short-Term

	100.0%			Total Investments

*	All data are as of September 30, 2016. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.8% or less in the following countries: Belgium, Ireland, Italy, Luxembourg, Norway, Spain, Sweden and United States.

AB International Strategic Core Portfolio

September 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 disclosure requirements establish 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)

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.

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

Investments in Securities

Level 1

Level 2

Level 3

Total

Common Stocks:

Financials

119,600

1,101,757

– 0

–

1,221,357

Industrials

– 0

–

614,348

– 0

–

614,348

Consumer Discretionary

– 0

–

574,514

– 0

–

574,514

Information Technology

92,940

422,570

– 0

–

515,510

Consumer Staples

56,801

458,190

– 0

–

514,991

Health Care

– 0

–

386,118

– 0

–

386,118

Telecommunication Services

71,933

178,337

– 0

–

250,270

Materials

– 0

–

213,566

– 0

–

213,566

Energy

– 0

–

152,020

– 0

–

152,020

Real Estate

– 0

–

57,034

– 0

–

57,034

Investment Companies

75,068

– 0

–

– 0

–

75,068

Short-Term Investments:

Investment Companies

553,363

– 0

–

– 0

–

553,363

Total Investments in Securities

969,705

4,158,454

†

– 0

–

5,128,159

Other Financial Instruments*:

Assets

Futures

– 0

–

280

– 0

–

280

Forward Currency Exchange Contracts

– 0

–

13,145

– 0

–

13,145

Liabilities

Forward Currency Exchange Contracts

– 0

–

(19,222

)

– 0

–

(19,222

)

Total^

969,705

4,152,657

– 0

–

5,122,362

†	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.

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

^	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 instrument was transferred at the beginning of the reporting period.

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.

A summary of the Fund’s transactions in shares of the AB Fixed-Income Shares, Inc. - Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	62	$	1,334	$	843	$	553	$	– 0	–*

* Amount is less than $500.

AB Select U.S. Equity Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 93.4%
Information Technology - 21.2%
Communications Equipment - 2.8%
Cisco Systems, Inc.		256,492	$	8,135,926

Internet Software & Services - 8.5%
Alphabet, Inc.-Class C (a)		18,802		14,614,607
Apptio, Inc.-Class A (a)		6,480		140,616
eBay, Inc. (a)		126,316		4,155,796
Facebook, Inc.-Class A (a)		38,546		4,944,295
Nutanix, Inc.-Class A (a)		14,717		544,529

				24,399,843

IT Services - 1.8%
International Business Machines Corp.		14,248		2,263,295
Visa, Inc.-Class A		36,286		3,000,852

				5,264,147

Semiconductors & Semiconductor Equipment - 1.8%
Intel Corp.		103,598		3,910,825
Micron Technology, Inc. (a)		65,972		1,172,982

				5,083,807

Software - 2.8%
Microsoft Corp.		111,382		6,415,603
Take-Two Interactive Software, Inc. (a)		34,255		1,544,216

				7,959,819

Technology Hardware, Storage & Peripherals - 3.5%
Apple, Inc.		89,331		10,098,869

				60,942,411

Financials - 15.6%
Banks - 11.4%
Citigroup, Inc.		69,478		3,281,446
JPMorgan Chase & Co.		62,378		4,153,751
US Bancorp		543,038		23,290,900
Wells Fargo & Co.		49,005		2,169,941

				32,896,038

Capital Markets - 2.8%
Charles Schwab Corp. (The)		51,816		1,635,831
Goldman Sachs Group, Inc. (The)		20,464		3,300,230
S&P Global, Inc.		23,550		2,980,488

				7,916,549

Diversified Financial Services - 1.4%
Berkshire Hathaway, Inc.-Class B (a)		27,228		3,933,629

				44,746,216

Industrials - 13.8%
Aerospace & Defense - 6.8%
Lockheed Martin Corp.		11,963		2,867,771
Northrop Grumman Corp.		22,745		4,866,293


Company	Shares		U.S. $ Value
United Technologies Corp.		115,957		11,781,231

				19,515,295

Airlines - 0.4%
Delta Air Lines, Inc.		27,845		1,095,979

Industrial Conglomerates - 4.7%
General Electric Co.		199,919		5,921,601
Honeywell International, Inc.		65,553		7,642,824

				13,564,425

Road & Rail - 1.9%
Union Pacific Corp.		54,227		5,288,759

				39,464,458

Consumer Discretionary - 10.6%
Hotels, Restaurants & Leisure - 1.1%
Bloomin’ Brands, Inc.		61,950		1,068,018
Red Rock Resorts, Inc.-Class A		14,722		347,292
Wyndham Worldwide Corp.		25,906		1,744,251

				3,159,561

Household Durables - 1.3%
Honest Co., Inc. (The) (Preference Shares) (a)(b)(c)		4,005		163,644
Newell Brands, Inc.		68,774		3,621,639

				3,785,283

Internet & Direct Marketing Retail - 1.1%
Priceline Group, Inc. (The) (a)		2,138		3,146,046

Media - 5.0%
Comcast Corp.-Class A		34,480		2,287,403
Liberty SiriusXM Group-Class A (a)		70,574		2,398,105
Time Warner, Inc.		102,876		8,189,958
Walt Disney Co. (The)		15,090		1,401,257

				14,276,723

Multiline Retail - 0.5%
Macy’s, Inc.		35,197		1,304,049

Specialty Retail - 1.6%
Home Depot, Inc. (The)		36,659		4,717,280

				30,388,942

Health Care - 10.3%
Biotechnology - 0.5%
AbbVie, Inc.		21,541		1,358,591

Health Care Equipment & Supplies - 3.3%
Medtronic PLC		39,437		3,407,357
Zimmer Biomet Holdings, Inc.		46,760		6,079,735

				9,487,092

Health Care Providers & Services - 1.4%
UnitedHealth Group, Inc.		28,170		3,943,800

Pharmaceuticals - 5.1%
Johnson & Johnson		29,961		3,539,293


Company	Shares		U.S. $ Value
Pfizer, Inc.		243,760		8,256,151
Zoetis, Inc.		57,828		3,007,634

				14,803,078

				29,592,561

Consumer Staples - 8.5%
Beverages - 1.5%
PepsiCo, Inc.		41,339		4,496,443

Food & Staples Retailing - 3.9%
CVS Health Corp.		69,114		6,150,455
Kroger Co. (The)		172,323		5,114,547

				11,265,002

Food Products - 0.9%
Kellogg Co.		16,051		1,243,471
Mead Johnson Nutrition Co.-Class A		15,809		1,249,069

				2,492,540

Personal Products - 0.1%
elf Beauty, Inc. (a)		6,031		169,592

Tobacco - 2.1%
Philip Morris International, Inc.		31,704		3,082,263
Reynolds American, Inc.		63,323		2,985,679

				6,067,942

				24,491,519

Energy - 5.9%
Energy Equipment & Services - 0.8%
Schlumberger Ltd.		31,234		2,456,242

Oil, Gas & Consumable Fuels - 5.1%
Chevron Corp.		18,244		1,877,673
EOG Resources, Inc.		36,216		3,502,449
Exxon Mobil Corp.		59,560		5,198,397
Occidental Petroleum Corp.		54,907		4,003,818

				14,582,337

				17,038,579

Real Estate - 2.8%
Equity Real Estate Investment Trusts (REITs) - 2.8%
American Tower Corp.		17,940		2,033,140
Crown Castle International Corp.		55,724		5,249,758
MGM Growth Properties LLC-Class A		28,403		740,466

				8,023,364

Materials - 2.1%
Chemicals - 0.8%
Dow Chemical Co. (The)		46,118		2,390,296

Containers & Packaging - 1.3%
Sealed Air Corp.		78,313		3,588,302

				5,978,598


Company	Shares		U.S. $ Value
Utilities - 1.9%
Electric Utilities - 1.9%
NextEra Energy, Inc.		44,913		5,493,758

Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.7%
Verizon Communications, Inc.		38,948		2,024,517

Total Common Stocks (cost $233,178,678)				268,184,923

INVESTMENT COMPANIES - 1.9%
Funds and Investment Trusts - 1.9%
iShares Nasdaq Biotechnology ETF		13,167		3,811,320
VanEck Vectors Semiconductor ETF		23,121		1,606,216

Total Investment Companies (cost $5,015,722)				5,417,536

SHORT-TERM INVESTMENTS - 3.8%
Investment Companies - 3.8%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio-Class AB, 0.28% (d)(e) (cost $10,931,564)		10,931,564		10,931,564


	Principal Amount (000)
Time Deposits - 0.0%
BBH Grand Cayman
0.05%, 10/03/16	CAD	1		770
Deutsche Bank, Grand Cayman
0.15%, 10/03/16		104		103,680

Total Time Deposits (cost $104,456)				104,450

Total Short-Term Investments (cost $11,036,020)				11,036,014

Total Investments - 99.1% (cost $249,230,420) (f)				284,638,473
Other assets less liabilities - 0.9%				2,650,261

Net Assets - 100.0%			$	287,288,734

(a)

Non-income producing security.

(b)

Illiquid security.

(c)

Fair valued by the Adviser.

(d)

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.

(e)

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

(f)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $36,198,764 and gross unrealized depreciation of investments was $(790,711), resulting in net unrealized appreciation of $35,408,053.

Currency Abbreviations:


CAD		-		Canadian Dollar

Glossary:


ETF		-		Exchange Traded Fund

AB Select US Equity Portfolio

September 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 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, 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 September 30, 2016:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

60,942,411

– 0

–

– 0

–

60,942,411

Financials

44,746,216

– 0

–

– 0

–

44,746,216

Industrials

39,464,458

– 0

–

– 0

–

39,464,458

Consumer Discretionary

30,225,298

– 0

–

163,644

30,388,942

Health Care

29,592,561

– 0

–

– 0

–

29,592,561

Consumer Staples

24,491,519

– 0

–

– 0

–

24,491,519

Energy

17,038,579

– 0

–

– 0

–

17,038,579

Real Estate

8,023,364

– 0

–

– 0

–

8,023,364

Materials

5,978,598

– 0

–

– 0

–

5,978,598

Utilities

5,493,758

– 0

–

– 0

–

5,493,758

Telecommunication Services

2,024,517

– 0

–

– 0

–

2,024,517

Investment Companies

5,417,536

– 0

–

– 0

–

5,417,536

Short-Term Investments:

Investment Companies

10,931,564

– 0

–

– 0

–

10,931,564

Time Deposits

– 0

–

104,450

– 0

–

104,450

Total Investments in Securities

284,370,379

104,450

163,644

284,638,473

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total^

284,370,379

104,450

163,644

284,638,473

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

^	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 instrument was 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 - Consumer Discretionary			Total
Balance as of 6/30/16	$	179,985		$	179,985
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(16,341	)		(16,341	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers into Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 9/30/16	$	163,644		$	163,644

Net change in unrealized appreciation/depreciation from investments held as of 9/30/16	$	(16,341	)	$	(16,341	)

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.

A summary of the Fund’s transactions in shares of the AB Fixed-Income Shares, Inc. - Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:


Market Value June 30, 2016 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value September 30, 2016 (000)		Dividend Income (000)
$	9,588	$	45,921	$	44,577	$	10,932	$	6

AB Select US Long/Short Portfolio

Portfolio of Investments

September 30, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 61.5%
Information Technology - 14.0%
Communications Equipment - 1.8%
Cisco Systems, Inc.		602,714	$	19,118,088

Internet Software & Services - 5.6%
Alphabet, Inc. - Class C (a)		44,185		34,344,559
Apptio, Inc. - Class A (a)		24,817		538,529
eBay, Inc. (a)		296,784		9,764,193
Facebook, Inc. - Class A (a)		90,571		11,617,542
Nutanix, Inc. - Class A (a)		55,609		2,057,533
Twitter, Inc. (a)		72,716		1,676,104

				59,998,460

IT Services - 1.1%
International Business Machines Corp.		33,484		5,318,933
Visa, Inc. - Class A		85,268		7,051,664

				12,370,597

Semiconductors & Semiconductor Equipment - 1.3%
Intel Corp.		243,440		9,189,860
Micron Technology, Inc. (a)		155,024		2,756,326
QUALCOMM, Inc.		29,208		2,000,748

				13,946,934

Software - 2.0%
Electronic Arts, Inc. (a)		30,656		2,618,022
Microsoft Corp.		261,732		15,075,763
Take-Two Interactive Software, Inc. (a)		80,496		3,628,760
Zynga, Inc. - Class A (a)		276,605		804,921

				22,127,466

Technology Hardware, Storage & Peripherals - 2.2%
Apple, Inc.		209,915		23,730,891

				151,292,436

Financials - 9.7%
Banks - 7.2%
Citigroup, Inc.		163,264		7,710,959
JPMorgan Chase & Co.		146,468		9,753,304
US Bancorp		1,275,976		54,726,610
Wells Fargo & Co.		115,163		5,099,418

				77,290,291

Capital Markets - 1.7%
Charles Schwab Corp. (The)		121,764		3,844,089
Goldman Sachs Group, Inc. (The)		48,084		7,754,507
S&P Global, Inc.		55,342		7,004,084

				18,602,680

Diversified Financial Services - 0.8%
Berkshire Hathaway, Inc. - Class B (a)		63,984		9,243,768

				105,136,739


Company	Shares		U.S. $ Value
Industrials - 8.6%
Aerospace & Defense - 4.2%
Lockheed Martin Corp.		28,114	$	6,739,488
Northrop Grumman Corp.		53,405		11,426,000
United Technologies Corp.		272,481		27,684,069

				45,849,557

Airlines - 0.2%
Delta Air Lines, Inc.		65,435		2,575,522

Industrial Conglomerates - 3.0%
General Electric Co.		469,783		13,914,972
Honeywell International, Inc.		154,040		17,959,524

				31,874,496

Road & Rail - 1.2%
Union Pacific Corp.		127,427		12,427,955

				92,727,530

Consumer Discretionary - 7.6%
Hotels, Restaurants & Leisure - 0.7%
Bloomin’ Brands, Inc.		144,793		2,496,231
Red Rock Resorts, Inc. - Class A		59,227		1,397,165
Wyndham Worldwide Corp.		60,881		4,099,118

				7,992,514

Household Durables - 0.9%
Honest Co. (The) (a)(b)(c)		20,767		848,540
Newell Brands, Inc.		161,608		8,510,277

				9,358,817

Internet & Direct Marketing Retail - 0.9%
Netflix, Inc. (a)		17,316		1,706,492
Priceline Group, Inc. (The) (a)		5,027		7,397,180
TripAdvisor, Inc. (a)		11,815		746,472

				9,850,144

Media - 3.5%
CBS Corp. - Class B		74,938		4,102,106
Comcast Corp. - Class A		81,010		5,374,203
Liberty SiriusXM Group - Class A (a)		165,838		5,635,175
Time Warner, Inc.		241,742		19,245,081
Walt Disney Co. (The)		35,460		3,292,816

				37,649,381

Multiline Retail - 0.3%
Macy’s, Inc.		82,710		3,064,405

Specialty Retail - 1.0%
Home Depot, Inc. (The)		86,151		11,085,911

Textiles, Apparel & Luxury Goods - 0.3%
PVH Corp.		25,250		2,790,125

				81,791,297


Company	Shares		U.S. $ Value
Health Care - 6.8%
Biotechnology - 0.4%
AbbVie, Inc.		50,620	$	3,192,604
Gilead Sciences, Inc.		22,252		1,760,578

				4,953,182

Health Care Equipment & Supplies - 2.1%
Medtronic PLC		92,672		8,006,861
Zimmer Biomet Holdings, Inc.		109,881		14,286,727

				22,293,588

Health Care Providers & Services - 1.1%
Aetna, Inc.		19,653		2,268,939
UnitedHealth Group, Inc.		66,198		9,267,720

				11,536,659

Pharmaceuticals - 3.2%
Johnson & Johnson		70,407		8,317,179
Pfizer, Inc.		572,798		19,400,668
Zoetis, Inc.		135,888		7,067,535

				34,785,382

				73,568,811

Consumer Staples - 5.9%
Beverages - 1.3%
Constellation Brands, Inc. - Class A		21,817		3,632,312
PepsiCo, Inc.		97,117		10,563,416

				14,195,728

Food & Staples Retailing - 2.4%
CVS Health Corp.		162,411		14,452,955
Kroger Co. (The)		404,935		12,018,471

				26,471,426

Food Products - 0.8%
General Mills, Inc.		39,740		2,538,591
Kellogg Co.		37,537		2,907,991
Mead Johnson Nutrition Co. - Class A		37,149		2,935,143

				8,381,725

Personal Products - 0.1%
elf Beauty, Inc. (a)		23,097		649,488

Tobacco - 1.3%
Philip Morris International, Inc.		74,476		7,240,557
Reynolds American, Inc.		148,801		7,015,967

				14,256,524

				63,954,891

Energy - 3.7%
Energy Equipment & Services - 0.5%
Schlumberger Ltd.		73,396		5,771,861

Oil, Gas & Consumable Fuels - 3.2%
Chevron Corp.		42,872		4,412,386


Company	Shares		U.S. $ Value
EOG Resources, Inc.		85,105	$	8,230,505
Exxon Mobil Corp.		139,839		12,205,148
Occidental Petroleum Corp.		129,026		9,408,576

				34,256,615

				40,028,476

Real Estate - 1.8%
Equity Real Estate Investment Trusts (REITs) - 1.8%
American Tower Corp.		42,159		4,777,880
Crown Castle International Corp.		130,944		12,336,234
MGM Growth Properties LLC - Class A		95,676		2,494,273

				19,608,387

Materials - 1.7%
Chemicals - 0.5%
Dow Chemical Co. (The)		108,370		5,616,817

Containers & Packaging - 1.2%
Berry Plastics Group, Inc. (a)		101,018		4,429,639
Sealed Air Corp.		184,028		8,432,163

				12,861,802

				18,478,619

Utilities - 1.2%
Electric Utilities - 1.2%
NextEra Energy, Inc.		105,533		12,908,797

Telecommunication Services - 0.5%
Diversified Telecommunication Services - 0.5%
Verizon Communications, Inc.		91,518		4,757,106

Total Common Stocks (cost $643,242,247)				664,253,089

INVESTMENT COMPANIES - 1.2%
Funds and Investment Trusts - 1.2%
iShares Nasdaq Biotechnology ETF (d)		30,942		8,956,471
VanEck Vectors Semiconductor ETF (d)		58,491		4,063,370

Total Investment Companies (cost $12,013,145)				13,019,841

SHORT-TERM INVESTMENTS - 37.7%
Investment Companies - 37.7%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (e)(f) (cost $406,569,863)		406,569,863		406,569,863


Company	Shares			U.S. $ Value
Total Investments Before Security Lending Collateral for Securities Loaned - 100.4% (cost $1,061,825,255)				$	1,083,842,793

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 1.2%
Investment Companies - 1.2%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.28% (e)(f) (cost $13,080,313)		13,080,313			13,080,313

Total Investments Before Securities Sold Short - 101.6% (cost $1,074,905,568)					1,096,923,106

SECURITIES SOLD SHORT - (8.9)%
INVESTMENT COMPANIES - (8.2)%
Funds and Investment Trusts - (8.2)%
Financial Select Sector SPDR Fund		(62,377	)		(1,203,876	)
Real Estate Select Sector SPDR Fund		(8,674	)		(284,247	)
SPDR S&P 500 ETF Trust		(403,441	)		(87,264,288	)

Total Investment Companies (proceeds $88,245,326)					(88,752,411	)

COMMON STOCKS - (0.7)%
Consumer Discretionary - (0.3)%
Automobiles - (0.1)%
Tesla Motors, Inc. (a)		(3,888	)		(793,269	)

Hotels, Restaurants & Leisure - (0.1)%
Wynn Resorts Ltd.		(15,520	)		(1,511,958	)

Media - (0.1)%
Discovery Communications, Inc. - Class A (a)		(15,307	)		(412,064	)
TEGNA, Inc.		(9,830	)		(214,884	)
Twenty-First Century Fox, Inc. - Class A		(16,767	)		(406,097	)

					(1,033,045	)

					(3,338,272	)

Information Technology - (0.2)%
Internet Software & Services - 0.0%
GrubHub, Inc. (a)		(12,142	)		(521,985	)

IT Services - (0.1)%
Accenture PLC - Class A		(6,985	)		(853,357	)

Software - (0.1)%
SS&C Technologies Holdings, Inc.		(26,818	)		(862,199	)

					(2,237,541	)

Real Estate - (0.1)%
Equity Real Estate Investment Trusts (REITs) - (0.1)%
Iron Mountain, Inc.		(21,489	)		(806,482	)


Company	Shares			U.S. $ Value
Consumer Staples - (0.1)%
Food & Staples Retailing - (0.1)%
Walgreens Boots Alliance, Inc.		(8,945	)	$	(721,146	)

Total Common Stocks (proceeds $6,797,156)					(7,103,441	)

Total Securities Sold Short (proceeds $95,042,482)					(95,855,852	)

Total Investments, Net of Securities Sold Short - 92.7% (cost $979,863,086) (g)					1,001,067,254
Other assets less liabilities - 7.3% (h)					78,304,424

Net Assets - 100.0%				$	1,079,371,678

FUTURES


Type	Number of Contracts		Expiration Month		Original Value		Value at September 30, 2016		Unrealized Appreciation/ (Depreciation)
Sold Contracts
Euro-Bono		49		December 2016	$	7,862,515	$	7,979,196	$	(116,681	)
Euro-Bund Futures		25		December 2016		4,604,576		4,653,475		(48,899	)
Euro-BTP Futures		49		December 2016		7,845,640		7,876,263		(30,623	)
Euro-OAT Futures		49		December 2016		8,736,251		8,813,664		(77,413	)

									$	(273,616	)

(a)

Non-income producing security.

(b)

Illiquid security.

(c)

Fair valued by the Adviser.

(d)

Represents entire or partial securities out on loan.

(e)

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.

(f)

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

(g)

As of September 30, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $30,499,996 and gross unrealized depreciation of investments was $(9,295,828), resulting in net unrealized appreciation of $21,204,168.

(h)

An amount of U.S. $1,478,831 has been segregated to collateralize margin requirements for the open futures contracts at September 30, 2016.

Glossary:


BTP	-	Buoni del Tesoro Poliennali
ETF	-	Exchange Traded Fund
OAT	-	Obligations Assimilables du Trésor
SPDR	-	Standard & Poor’s Depository Receipt

AB Select US Long/Short Portfolio

September 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 September 30, 2016:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

151,292,436

– 0

–

– 0

–

151,292,436

Financials

105,136,739

– 0

–

– 0

–

105,136,739

Industrials

92,727,530

– 0

–

– 0

–

92,727,530

Consumer Discretionary

80,942,757

– 0

–

848,540

81,791,297

Health Care

73,568,811

– 0

–

– 0

–

73,568,811

Consumer Staples

63,954,891

– 0

–

– 0

–

63,954,891

Energy

40,028,476

– 0

–

– 0

–

40,028,476

Real Estate

19,608,387

– 0

–

– 0

–

19,608,387

Materials

18,478,619

– 0

–

– 0

–

18,478,619

Utilities

12,908,797

– 0

–

– 0

–

12,908,797

Telecommunication Services

4,757,106

– 0

–

– 0

–

4,757,106

Investment Companies

13,019,841

– 0

–

– 0

–

13,019,841

Short-Term Investments

406,569,863

– 0

–

– 0

–

406,569,863

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

13,080,313

– 0

–

– 0

–

13,080,313

Liabilities:

Investment Companies

(88,752,411

)

– 0

–

– 0

–

(88,752,411

)

Common Stocks^(a)

(7,103,441

)

– 0

–

– 0

–

(7,103,441

)

Total Investments in Securities

1,000,218,714

– 0

–

848,540

1,001,067,254

Other Financial Instruments^(b):

Assets:

– 0

–

– 0

–

– 0

–

– 0

–

Liabilities:

Futures

(273,616

)

– 0

–

– 0

–

(273,616

)

Total^(c)

999,945,098

– 0

–

848,540

1,000,793,638

(a)

See Portfolio of Investments for sector classifications.

(b)

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

(c)

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 06/30/16	$	933,269		$	933,269
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(84,729	)		(84,729	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 9/30/16	$	848,540		$	848,540

Net change in unrealized appreciation/depreciation from investments held as of 9/30/16	$	(84,729	)	$	(84,729	)

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.—Government Money Market Portfolio for the three months ended September 30, 2016 is as follows:


Market Value 6/30/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 9/30/16 (000)		Dividend Income (000)
$	411,826	$	132,180	$	137,436	$	406,570	$	250

A summary of the Fund’s transactions investments of cash collateral for securities loaned transactions is as follows:

AB Fixed Income Shares, Inc. - Government Money Market Portfolio


Market Value 6/30/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 9/30/16 (000)		Dividend Income (000)
$	0	$	38,685	$	25,605	$	13,080	$	5,430

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:		November 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:		November 24, 2016

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

Date:		November 24, 2016