AB Cap Fund, Inc.

N-Q 1 d267476dnq.htm AB CAP FUND, INC. AB Cap Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01716

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: July 31, 2017

Date of reporting period: October 31, 2016

ITEM 1.

SCHEDULE OF INVESTMENTS.

AB Multi-Manager Select Retirement Allocation Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 100.9%
Funds and Investment Trusts - 100.9% (a)
AB All Market Real Return Portfolio-Class Z		35,006	$	286,000
AB Bond Inflation Strategy Portfolio-Class Z		53,512		579,000
AB Concentrated Growth Portfolio-Class Z		3,377		93,472
AB Global Bond Fund, Inc.-Class Z		22,355		190,242
AB Global Real Estate Investment Fund II-Class I		35,750		379,668
AB Growth and Income Fund, Inc.-Class Z		67,827		377,796
AB High Income Fund, Inc.-Class Z		21,996		190,487
AB Intermediate Bond Portfolio-Class Z		68,210		768,046
AB Unconstrained Bond Fund, Inc.-Class Z		33,547		288,166
AQR International Defensive Style Fund-Class R6		24,121		281,497
AQR Large Cap Defensive Style Fund-Class R6		24,763		383,818
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		29,544		196,175
Franklin Growth Fund-Class R6		1,214		93,053
Franklin Low Duration Total Return Fund-Class R6		106,392		1,057,536
iShares Core S&P 500 ETF		1,330		284,208
iShares Russell 2000 ETF		873		103,450
MFS Institutional International Equity Fund		4,574		94,320
MFS Total Return Bond Fund-Class R5		61,743		669,295
MFS Value Fund-Class R5		2,760		95,784
T. Rowe Price Dividend Growth Fund, Inc.		7,725		280,883
T. Rowe Price Emerging Markets Stock Fund		2,815		95,808
T. Rowe Price Inflation Protected Bond Fund, Inc.		63,202		769,169
T. Rowe Price Institutional Long Duration Credit Fund		26,708		284,441
T. Rowe Price International Funds-International Discovery Fund		1,707		95,141
T. Rowe Price Small Cap Value Fund-Class I		2,300		93,430
Templeton Global Bond Fund-Class R6		8,678		100,314
Vanguard FTSE Developed Markets ETF		2,052		74,918
Vanguard FTSE Emerging Markets ETF		2,550		96,262
Vanguard Short-Term Bond ETF		11,593		933,468
Vanguard Total Bond Market ETF		3,497		290,915

Total Investment Companies (cost $9,398,705)				9,526,762

SHORT-TERM INVESTMENTS - 1.0%
Investment Companies - 1.0%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $89,653)		89,653		89,653

Total Investments - 101.9% (cost $9,488,358) (d)				9,616,415
Other assets less liabilities - (1.9)%				(176,667	)

Net Assets - 100.0%			$	9,439,748

(a)

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

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $142,451 and gross unrealized depreciation of investments was $(14,394), resulting in net unrealized appreciation of $128,057.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select Retirement Allocation Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

9,526,762

– 0

–

– 0

–

9,526,762

Short-Term Investments

89,653

– 0

–

– 0

–

89,653

Total (a)

9,616,415

– 0

–

– 0

–

9,616,415

(a)

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

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

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

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

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) Fund managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	101	$	828	$	840	$	90	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	287	$	7		$	4		$	– 0	–*	$	(4	)	$	286	$	– 0	–	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		576		15			11			– 0	–*		(1	)		579		5			– 0	–
AB Concentrated Growth Portfolio-Class Z		101		(1	)		6			– 0	–*		(1	)		93		– 0	–		– 0	–
AB Global Bond Fund, Inc.-Class Z		191		1			– 0	–		– 0	–		(2	)		190		1			– 0	–
AB Global Real Estate Investment Fund II-Class I		392		24			4			– 0	–*		(32	)		380		2			– 0	–
AB Growth and Income Fund, Inc.-Class Z		381		6			6			– 0	–*		(3	)		378		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		219		2			33			1			1			190		3			– 0	–
AB Intermediate Bond Portfolio-Class Z		771		21			17			1			(8	)		768		5			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		288		1			4			– 0	–*		3			288		2			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2010 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 98.9%
Funds and Investment Trusts - 98.9% (a)
AB All Market Real Return Portfolio-Class Z		53,567	$	437,641
AB Bond Inflation Strategy Portfolio-Class Z		107,834		1,166,760
AB Global Bond Fund, Inc.-Class Z		68,548		583,343
AB Global Real Estate Investment Fund II-Class I		54,132		574,884
AB Growth and Income Fund, Inc.-Class Z		104,166		580,203
AB High Income Fund, Inc.-Class Z		33,960		294,098
AB Intermediate Bond Portfolio-Class Z		77,923		877,411
AB Unconstrained Bond Fund, Inc.-Class Z		34,596		297,185
AQR International Defensive Style Fund-Class R6		36,672		427,959
AQR Large Cap Defensive Style Fund-Class R6		37,828		586,330
AQR Long-Short Equity Fund-Class R6		22,882		295,636
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		44,012		292,242
AQR Style Premia Alternative Fund-Class R6		44,055		441,871
Franklin Growth Fund-Class R6		3,740		286,676
Franklin Low Duration Total Return Fund-Class R6		58,984		586,300
iShares Core S&P 500 ETF		6,109		1,305,432
iShares Russell 2000 ETF		1,240		146,940
MFS Institutional International Equity Fund		6,933		142,962
MFS Total Return Bond Fund-Class R5		121,226		1,314,092
MFS Value Fund-Class R5		4,204		145,900
T. Rowe Price Dividend Growth Fund, Inc.		15,929		579,165
T. Rowe Price Emerging Markets Stock Fund		8,503		289,444
T. Rowe Price Inflation Protected Bond Fund, Inc.		72,204		878,719
T. Rowe Price Institutional Long Duration Credit Fund		27,117		288,797
T. Rowe Price International Funds-International Discovery Fund		2,557		142,495
T. Rowe Price Small Cap Value Fund-Class I		3,557		144,497
Templeton Global Bond Fund-Class R6		13,062		150,994
Vanguard FTSE Developed Markets ETF		6,924		252,795
Vanguard FTSE Emerging Markets ETF		3,822		144,281
Vanguard Short-Term Bond ETF		1,372		110,474
Vanguard Total Bond Market ETF		8,807		732,654

Total Investment Companies (cost $14,201,188)				14,498,180

SHORT-TERM INVESTMENTS - 0.3%
Investment Companies - 0.3%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $39,062)		39,062		39,062

Total Investments - 99.2% (cost $14,240,250) (d)				14,537,242
Other assets less liabilities - 0.8%				114,382

Net Assets - 100.0%			$	14,651,624

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $322,726 and gross unrealized depreciation of investments was $(25,734), resulting in net unrealized appreciation of $296,992.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2010 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

14,498,180

– 0

–

– 0

–

14,498,180

Short-Term Investments

39,062

– 0

–

– 0

–

39,062

Total (a)

14,537,242

– 0

–

– 0

–

14,537,242

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	164	$	770	$	895	$	39	$	– 0	–*


* Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	458	$	1		$	15		$	1		$	(7	)	$	438	$	– 0	–	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		1,223		21			74			3			(6	)		1,167		11			– 0	–
AB Global Bond Fund, Inc.-Class Z		608		4			22			1			(8	)		583		4			– 0	–
AB Global Real Estate Investment Fund II-Class I		623		2			– 0	–		– 0	–		(50	)		575		3			– 0	–
AB Growth and Income Fund, Inc.-Class Z		605		– 0	–		21			– 0	–*		(4	)		580		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		348		5			62			2			1			294		5			– 0	–
AB Intermediate Bond Portfolio-Class Z		919		6			39			1			(10	)		877		6			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		305		2			13			– 0	–*		3			297		2			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2015 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 103.4%
Funds and Investment Trusts - 103.4% (a)
AB All Market Real Return Portfolio-Class Z		165,881	$	1,355,247
AB Bond Inflation Strategy Portfolio-Class Z		297,362		3,217,454
AB Discovery Value Fund-Class Z		23,385		459,983
AB Global Bond Fund, Inc.-Class Z		212,520		1,808,545
AB Global Real Estate Investment Fund II-Class I		167,137		1,774,999
AB Growth and Income Fund, Inc.-Class Z		243,551		1,356,578
AB High Income Fund, Inc.-Class Z		211,285		1,829,731
AB Intermediate Bond Portfolio-Class Z		201,388		2,267,625
AB Unconstrained Bond Fund, Inc.-Class Z		108,775		934,382
AQR International Defensive Style Fund-Class R6		113,283		1,322,013
AQR Large Cap Defensive Style Fund-Class R6		147,379		2,284,381
AQR Long-Short Equity Fund-Class R6		106,231		1,372,501
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		210,865		1,400,147
AQR Style Premia Alternative Fund-Class R6		139,454		1,398,724
Franklin Growth Fund-Class R6		11,703		897,039
Franklin Low Duration Total Return Fund-Class R6		45,846		455,708
iShares Core S&P 500 ETF		21,159		4,521,467
iShares Russell 2000 ETF		3,725		441,412
MFS Institutional International Equity Fund		42,911		884,820
MFS Total Return Bond Fund-Class R5		209,917		2,275,499
MFS Value Fund-Class R5		26,165		907,936
T. Rowe Price Dividend Growth Fund, Inc.		49,392		1,795,896
T. Rowe Price Emerging Markets Stock Fund		39,516		1,345,121
T. Rowe Price Inflation Protected Bond Fund, Inc.		262,581		3,195,607
T. Rowe Price Institutional Long Duration Credit Fund		83,726		891,679
T. Rowe Price International Funds-International Discovery Fund		7,961		443,647
T. Rowe Price Small Cap Value Fund-Class I		10,936		444,241
Templeton Global Bond Fund-Class R6		40,978		473,704
Vanguard FTSE Developed Markets ETF		32,585		1,189,678
Vanguard FTSE Emerging Markets ETF		12,465		470,554
Vanguard Total Bond Market ETF		20,267		1,686,012

Total Investment Companies (cost $43,987,091)				45,102,330

SHORT-TERM INVESTMENTS - 0.5%
INVESTMENT COMPANIES - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $232,328)		232,328		232,328

Total Investments - 103.9% (cost $44,219,419) (d)				45,334,658
Other assets less liabilities - (3.9)%				(1,722,106	)

Net Assets - 100.0%			$	43,612,552

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,213,696 and gross unrealized depreciation of investments was $(98,457), resulting in net unrealized appreciation of $1,115,239.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2015 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

45,102,330

– 0

–

– 0

–

45,102,330

Short-Term Investments

232,328

– 0

–

– 0

–

232,328

Total (a)

45,334,658

– 0

–

– 0

–

45,334,658

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	366	$	1,989	$	2,123	$	232	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	1,379	$	32		$	38	$	2		$	(20	)	$	1,355	$	– 0	–	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		3,273		57			107		4			(10	)		3,217		29			– 0	–
AB Discovery Value Fund-Class Z		492		– 0	–		33		2			(1	)		460		– 0	–		– 0	–
AB Global Bond Fund, Inc.-Class Z		1,872		12			54		2			(23	)		1,809		12			– 0	–
AB Global Real Estate Investment Fund II-Class I		1,920		82			75		8			(160	)		1,775		8			– 0	–
AB Growth and Income Fund, Inc.-Class Z		1,391		1			25		1			(11	)		1,357		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		1,985		26			199		6			12			1,830		27			– 0	–
AB Intermediate Bond Portfolio-Class Z		2,346		15			71		2			(24	)		2,268		16			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		948		4			28		– 0	–*		10			934		5			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2020 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 103.8%
Funds and Investment Trusts - 103.8% (a)
AB All Market Real Return Portfolio-Class Z		307,770	$	2,514,478
AB Bond Inflation Strategy Portfolio-Class Z		389,832		4,217,981
AB Discovery Value Fund-Class Z		43,129		848,356
AB Global Bond Fund, Inc.-Class Z		295,768		2,516,982
AB Global Real Estate Investment Fund II-Class I		314,172		3,336,509
AB Growth and Income Fund, Inc.-Class Z		906,222		5,047,659
AB High Income Fund, Inc.-Class Z		486,710		4,214,905
AB Intermediate Bond Portfolio-Class Z		373,025		4,200,259
AB Unconstrained Bond Fund, Inc.-Class Z		98,404		845,291
AQR International Defensive Style Fund-Class R6		213,871		2,495,872
AQR Large Cap Defensive Style Fund-Class R6		272,248		4,219,851
AQR Long-Short Equity Fund-Class R6		263,101		3,399,268
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		390,162		2,590,676
AQR Style Premia Alternative Fund-Class R6		255,714		2,564,812
Franklin Growth Fund-Class R6		21,908		1,679,250
iShares Core S&P 500 ETF		43,187		9,228,630
iShares Russell 2000 ETF		7,066		837,321
MFS Institutional International Equity Fund		123,130		2,538,932
MFS Total Return Bond Fund-Class R5		308,990		3,349,457
MFS Value Fund-Class R5		48,992		1,700,032
T. Rowe Price Dividend Growth Fund, Inc.		92,149		3,350,532
T. Rowe Price Emerging Markets Stock Fund		73,228		2,492,679
T. Rowe Price Inflation Protected Bond Fund, Inc.		346,190		4,213,127
T. Rowe Price Institutional Long Duration Credit Fund		156,205		1,663,581
T. Rowe Price International Funds-International Discovery Fund		30,196		1,682,815
T. Rowe Price Small Cap Value Fund-Class I		20,553		834,876
Templeton Global Bond Fund-Class R6		145,418		1,681,033
Vanguard FTSE Developed Markets ETF		85,648		3,127,008
Vanguard FTSE Emerging Markets ETF		22,141		835,823
Vanguard Total Bond Market ETF		17,643		1,467,721

Total Investment Companies (cost $81,761,969)				83,695,716

SHORT-TERM INVESTMENTS - 0.4%
Investment Companies - 0.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $270,130)		270,130		270,130

Total Investments - 104.2% (cost $82,032,099) (d)				83,965,846
Other assets less liabilities - (4.2)%				(3,347,237	)

Net Assets - 100.0%			$	80,618,609

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $2,073,727 and gross unrealized depreciation of investments was $(139,980), resulting in net unrealized appreciation of $1,933,747.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2020 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

83,695,716

– 0

–

– 0

–

83,695,716

Short-Term Investments

270,130

– 0

–

– 0

–

270,130

Total (a)

83,965,846

– 0

–

– 0

–

83,965,846

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	693	$	4,080	$	4,503	$	270	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	2,595	$	– 0	–	$	47	$	(1	)	$	(33	)	$	2,514	$	– 0	–	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		4,328		144			247		10			(17	)		4,218		38			– 0	–
AB Discovery Value Fund-Class Z		891		(1	)		45		(1	)		4			848		– 0	–		– 0	–
AB Global Bond Fund, Inc.-Class Z		1,718		867			40		1			(29	)		2,517		13			– 0	–
AB Global Real Estate Investment Fund II-Class I		3,538		211			127		1			(286	)		3,337		15			– 0	–
AB Growth and Income Fund, Inc.-Class Z		5,160		47			123		(2	)		(34	)		5,048		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		5,463		134			1,434		45			7			4,215		72			– 0	–
AB Intermediate Bond Portfolio-Class Z		4,353		76			187		4			(46	)		4,200		29			– 0	–
AB Unconstrained Bond Fund, Inc.-Class Z		863		3			31		1			9			845		5			– 0	–

AB Multi-Manager Select 2025 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 104.9%
Funds and Investment Trusts - 104.9% (a)
AB All Market Real Return Portfolio-Class Z		291,387	$	2,380,633
AB Bond Inflation Strategy Portfolio-Class Z		221,324		2,394,724
AB Concentrated Growth Portfolio-Class Z		85,090		2,355,282
AB Discovery Growth Fund, Inc.-Class Z (b)		138,418		1,200,084
AB Discovery Value Fund-Class Z		61,402		1,207,784
AB Global Bond Fund, Inc.-Class Z		424,286		3,610,674
AB Global Real Estate Investment Fund II-Class I		556,374		5,908,696
AB Growth and Income Fund, Inc.-Class Z		1,709,549		9,522,186
AB High Income Fund, Inc.-Class Z		828,060		7,171,003
AB Intermediate Bond Portfolio-Class Z		322,250		3,628,533
AQR International Defensive Style Fund-Class R6		305,203		3,561,714
AQR Large Cap Defensive Style Fund-Class R6		388,721		6,025,169
AQR Long-Short Equity Fund-Class R6		472,607		6,106,084
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		740,514		4,917,015
AQR Style Premia Alternative Fund-Class R6		369,984		3,710,935
Franklin Growth Fund-Class R6		46,550		3,568,086
iShares Core S&P 500 ETF		55,778		11,919,201
iShares Russell 2000 ETF		9,862		1,168,647
MFS Institutional International Equity Fund		230,434		4,751,547
MFS Total Return Bond Fund-Class R5		112,436		1,218,803
MFS Value Fund-Class R5		103,978		3,608,037
T. Rowe Price Dividend Growth Fund, Inc.		131,967		4,798,323
T. Rowe Price Emerging Markets Stock Fund		104,922		3,571,538
T. Rowe Price Inflation Protected Bond Fund, Inc.		294,981		3,589,918
T. Rowe Price Institutional Long Duration Credit Fund		225,312		2,399,573
T. Rowe Price International Funds-International Discovery Fund		41,969		2,338,931
T. Rowe Price Small Cap Value Fund-Class I		29,984		1,217,972
Templeton Global Bond Fund-Class R6		207,002		2,392,948
Vanguard FTSE Developed Markets ETF		152,771		5,577,669
Vanguard FTSE Emerging Markets ETF		31,518		1,189,804
Vanguard Total Bond Market ETF		25,440		2,116,354

Total Investment Companies (cost $116,414,808)				119,127,867

SHORT-TERM INVESTMENTS - 0.0%
Investment Companies - 0.0%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $34,307)		34,307		34,307

Total Investments - 104.9% (cost $116,449,115) (d)				119,162,174
Other assets less liabilities - (4.9)%				(5,607,157	)

Net Assets - 100.0%			$	113,555,017

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $2,929,804 and gross unrealized depreciation of investments was $(216,745), resulting in net unrealized appreciation of $2,713,059.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2025 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

119,127,867

– 0

–

– 0

–

119,127,867

Short-Term Investments

34,307

– 0

–

– 0

–

34,307

Total (a)

119,162,174

– 0

–

– 0

–

119,162,174

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	1,605	$	3,652	$	5,223	$	34	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	2,413	$	– 0	–	$	– 0	–	$	– 0	–	$	(32	)	$	2,381	$	– 0	–	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		2,425		21			47			1			(5	)		2,395		21			– 0	–
AB Concentrated Growth Portfolio-Class Z		2,449		– 0	–		68			(2	)		(24	)		2,355		– 0	–		– 0	–
AB Discovery Growth Fund, Inc.-Class Z		1,247		– 0	–		– 0	–		– 0	–		(47	)		1,200		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,206		– 0	–		– 0	–		– 0	–		2			1,208		– 0	–		– 0	–
AB Global Bond Fund, Inc.-Class Z		2,426		1,225			– 0	–		– 0	–		(40	)		3,611		19			– 0	–
AB Global Real Estate Investment Fund II-Class I		6,215		296			98			– 0	–*		(504	)		5,909		26			– 0	–
AB Growth and Income Fund, Inc.-Class Z		9,690		(1	)		100			1			(68	)		9,522		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		8,875		187			1,976			62			23			7,171		119			– 0	–
AB Intermediate Bond Portfolio-Class Z		3,640		24			– 0	–		– 0	–		(35	)		3,629		25			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2030 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 103.3%
Funds and Investment Trusts - 103.3% (a)
AB All Market Real Return Portfolio-Class Z		110,921	$	906,223
AB Concentrated Growth Portfolio-Class Z		61,980		1,715,606
AB Discovery Growth Fund, Inc.-Class Z (b)		101,631		881,139
AB Discovery Value Fund-Class Z		87,472		1,720,574
AB Global Bond Fund, Inc.-Class Z		309,310		2,632,231
AB Global Real Estate Investment Fund II-Class I		327,408		3,477,077
AB Growth and Income Fund, Inc.-Class Z		1,553,342		8,652,112
AB High Income Fund, Inc.-Class Z		713,414		6,178,167
AB Intermediate Bond Portfolio-Class Z		234,331		2,638,568
AQR International Defensive Style Fund-Class R6		220,886		2,577,735
AQR Large Cap Defensive Style Fund-Class R6		283,589		4,395,634
AQR Long-Short Equity Fund-Class R6		413,286		5,339,649
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		405,768		2,694,301
AQR Style Premia Alternative Fund-Class R6		180,340		1,808,809
Franklin Growth Fund-Class R6		33,568		2,572,957
iShares Core S&P 500 ETF		36,549		7,810,156
iShares Russell 2000 ETF		7,393		876,071
MFS Institutional International Equity Fund		250,174		5,158,591
MFS Total Return Bond Fund-Class R5		83,689		907,185
MFS Value Fund-Class R5		174,420		6,052,371
T. Rowe Price Dividend Growth Fund, Inc.		71,610		2,603,744
T. Rowe Price Emerging Markets Stock Fund		76,101		2,590,489
T. Rowe Price Inflation Protected Bond Fund, Inc.		74,790		910,195
T. Rowe Price International Funds-International Discovery Fund		30,654		1,708,352
T. Rowe Price Small Cap Value Fund-Class I		22,096		897,560
Templeton Global Bond Fund-Class R6		155,831		1,801,402
Vanguard FTSE Developed Markets ETF		136,469		4,982,483
Vanguard FTSE Emerging Markets ETF		46,273		1,746,806
Vanguard Total Bond Market ETF		8,171		679,745

Total Investment Companies (cost $85,089,793)				86,915,932

SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $458,869)		458,869		458,869

Total Investments - 103.9% (cost $85,548,662) (d)				87,374,801
Other assets less liabilities - (3.9)%				(3,252,886	)

Net Assets - 100.0%			$	84,121,915

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,941,266 and gross unrealized depreciation of investments was $(115,127), resulting in net unrealized appreciation of $1,826,139.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2030 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

86,915,932

– 0

–

– 0

–

86,915,932

Short-Term Investments

458,869

– 0

–

– 0

–

458,869

Total (a)

87,374,801

– 0

–

– 0

–

87,374,801

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	718	$	9,973	$	10,232	$	459	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	823	$	94	$	– 0	–	$	– 0	–	$	(11	)	$	906	$	– 0	–	$	– 0	–
AB Concentrated Growth Portfolio-Class Z		1,741		105		109			(5	)		(16	)		1,716		– 0	–		– 0	–
AB Discovery Growth Fund, Inc.-Class Z		882		34		– 0	–		– 0	–		(35	)		881		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,747		109		138			(4	)		7			1,721		– 0	–		– 0	–
AB Global Bond Fund, Inc.-Class Z		1,683		1,065		87			2			(31	)		2,632		13			– 0	–
AB Global Real Estate Investment Fund II-Class I		3,494		335		66			– 0	–*		(286	)		3,477		15			– 0	–
AB Growth and Income Fund, Inc.-Class Z		8,473		606		361			(4	)		(62	)		8,652		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		7,005		469		1,362			44			22			6,178		97			– 0	–
AB Intermediate Bond Portfolio-Class Z		2,568		184		88			– 0	–*		(25	)		2,639		18			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2035 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 105.4%
Funds and Investment Trusts - 105.4% (a)
AB All Market Real Return Portfolio-Class Z		85,465	$	698,251
AB Concentrated Growth Portfolio-Class Z		78,522		2,173,478
AB Discovery Growth Fund, Inc.-Class Z (b)		80,928		701,648
AB Discovery Value Fund-Class Z		73,578		1,447,274
AB Global Real Estate Investment Fund II-Class I		272,223		2,891,005
AB Growth and Income Fund, Inc.-Class Z		1,827,420		10,178,729
AB High Income Fund, Inc.-Class Z		507,962		4,398,951
AB Intermediate Bond Portfolio-Class Z		111,996		1,261,078
AQR International Defensive Style Fund-Class R6		183,703		2,143,810
AQR Large Cap Defensive Style Fund-Class R6		235,704		3,653,409
AQR Long-Short Equity Fund-Class R6		400,633		5,176,178
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		337,446		2,240,643
AQR Style Premia Alternative Fund-Class R6		72,515		727,329
Franklin Growth Fund-Class R6		47,000		3,602,577
iShares Core S&P 500 ETF		27,004		5,770,485
iShares Russell 2000 ETF		5,863		694,766
MFS Institutional International Equity Fund		283,448		5,844,699
MFS Value Fund-Class R5		125,430		4,352,416
T. Rowe Price Dividend Growth Fund, Inc.		39,365		1,431,296
T. Rowe Price Emerging Markets Stock Fund		64,836		2,207,026
T. Rowe Price International Funds-International Discovery Fund		39,055		2,176,522
T. Rowe Price Small Cap Value Fund-Class I		17,486		710,281
Templeton Global Bond Fund-Class R6		65,332		755,243
Vanguard FTSE Developed Markets ETF		134,404		4,907,090
Vanguard FTSE Emerging Markets ETF		57,581		2,173,683

Total Investment Companies (cost $70,533,772)				72,317,867

SHORT-TERM INVESTMENTS - 0.7%
Investment Companies - 0.7%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $461,696)		461,696		461,696

Total Investments - 106.1% (cost $70,995,468) (d)				72,779,563
Other assets less liabilities - (6.1)%				(4,174,909	)

Net Assets - 100.0%			$	68,604,654

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,807,077 and gross unrealized depreciation of investments was $(22,982), resulting in net unrealized appreciation of $1,784,095.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2035 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

72,317,867

– 0

–

– 0

–

72,317,867

Short-Term Investments

461,696

– 0

–

– 0

–

461,696

Total (a)

72,779,563

– 0

–

– 0

–

72,779,563

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	594	$	3,142	$	3,274	$	462	$	1

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	708	$	– 0	–	$	– 0	–	$	– 0	–	$	(10	)	$	698	$	– 0	–	$	– 0	–
AB Concentrated Growth Portfolio-Class Z		2,155		43			– 0	–		– 0	–		(25	)		2,173		– 0	–		– 0	–
AB Discovery Growth Fund, Inc.-Class Z		700		30			– 0	–		– 0	–		(28	)		702		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,445		– 0	–		– 0	–		– 0	–		2			1,447		– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		2,887		243			– 0	–		– 0	–		(239	)		2,891		12			– 0	–
AB Growth and Income Fund, Inc.-Class Z		9,870		383			– 0	–		– 0	–		(74	)		10,179		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		4,413		60			116			4			38			4,399		63			– 0	–
AB Intermediate Bond Portfolio-Class Z		1,423		9			158			– 0	–*		(13	)		1,261		9			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2040 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 107.6%
Funds and Investment Trusts - 107.6% (a)
AB Concentrated Growth Portfolio-Class Z		124,333	$	3,441,525
AB Discovery Growth Fund, Inc.-Class Z (b)		64,089		555,652
AB Discovery Value Fund-Class Z		88,642		1,743,579
AB Global Real Estate Investment Fund II-Class I		165,068		1,753,024
AB Growth and Income Fund, Inc.-Class Z		1,765,589		9,834,330
AB High Income Fund, Inc.-Class Z		69,916		605,477
AB Intermediate Bond Portfolio-Class Z		92,298		1,039,273
AQR International Defensive Style Fund-Class R6		99,019		1,155,555
AQR Large Cap Defensive Style Fund-Class R6		74,964		1,161,935
AQR Long-Short Equity Fund-Class R6		318,003		4,108,601
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		272,820		1,811,528
Franklin Growth Fund-Class R6		37,502		2,874,540
iShares Core S&P 500 ETF		18,908		4,040,451
iShares Russell 2000 ETF		4,811		570,104
MFS Institutional International Equity Fund		280,289		5,779,550
MFS Value Fund-Class R5		133,528		4,633,418
T. Rowe Price Dividend Growth Fund, Inc.		31,800		1,156,265
T. Rowe Price Emerging Markets Stock Fund		68,673		2,337,636
T. Rowe Price International Funds-International Discovery Fund		31,010		1,728,172
T. Rowe Price Small Cap Value Fund-Class I		14,420		585,721
Templeton Global Bond Fund-Class R6		50,620		585,165
Vanguard FTSE Developed Markets ETF		123,137		4,495,732
Vanguard FTSE Emerging Markets ETF		46,508		1,755,677

Total Investment Companies (cost $56,539,991)				57,752,910

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $229,250)		229,250		229,250

Total Investments - 108.1% (cost $56,769,241) (d)				57,982,160
Other assets less liabilities - (8.1)%				(4,321,148	)

Net Assets - 100.0%			$	53,661,012

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,241,071 and gross unrealized depreciation of investments was $(28,152), resulting in net unrealized appreciation of $1,212,919.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2040 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

57,752,910

– 0

–

– 0

–

57,752,910

Short-Term Investments

229,250

– 0

–

– 0

–

229,250

Total (a)

57,982,160

– 0

–

– 0

–

57,982,160

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	519	$	2,641	$	2,931	$	229	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)		Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	3,526	$	– 0	–	$	45		$	(2	)	$	(37	)	$	3,442	$	– 0	–	$	– 0	–
AB Discovery Growth Fund, Inc.-Class Z		577		– 0	–		– 0	–		– 0	–		(21	)		556		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,764		1			24			(1	)		4			1,744		– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		1,770		130			– 0	–		– 0	–		(147	)		1,753		8			– 0	–
AB Growth and Income Fund, Inc.-Class Z		9,798		251			143			(1	)		(71	)		9,834		– 0	–		– 0	–
AB High Income Fund, Inc.-Class Z		730		9			141			5			2			605		9			– 0	–
AB Intermediate Bond Portfolio-Class Z		1,164		39			153			– 0	–*		(11	)		1,039		7			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2045 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 105.7%
Funds and Investment Trusts - 105.7% (a)
AB Concentrated Growth Portfolio-Class Z		97,127	$	2,688,487
AB Discovery Value Fund-Class Z		67,895		1,335,495
AB Global Real Estate Investment Fund II-Class I		128,282		1,362,351
AB Growth and Income Fund, Inc.-Class Z		1,460,469		8,134,814
AB Intermediate Bond Portfolio-Class Z		71,399		803,950
AQR International Defensive Style Fund-Class R6		37,969		443,098
AQR Large Cap Defensive Style Fund-Class R6		28,790		446,240
AQR Long-Short Equity Fund-Class R6		251,765		3,252,798
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		138,636		920,541
Franklin Growth Fund-Class R6		40,908		3,135,626
iShares Core S&P 500 ETF		14,753		3,152,568
iShares Russell 2000 ETF		3,639		431,221
MFS Institutional International Equity Fund		239,626		4,941,080
MFS Value Fund-Class R5		116,650		4,047,747
T. Rowe Price Dividend Growth Fund, Inc.		12,220		444,334
T. Rowe Price Emerging Markets Stock Fund		52,799		1,797,293
T. Rowe Price International Funds-International Discovery Fund		23,667		1,318,978
T. Rowe Price Small Cap Value Fund-Class I		21,705		881,674
Vanguard FTSE Developed Markets ETF		107,668		3,930,959
Vanguard FTSE Emerging Markets ETF		36,408		1,374,402

Total Investment Companies (cost $43,892,365)				44,843,656

SHORT-TERM INVESTMENTS - 1.1%
INVESTMENT COMPANIES - 1.1%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $485,044)		485,044		485,044

Total Investments - 106.8% (cost $44,377,409) (d)				45,328,700
Other assets less liabilities - (6.8)%				(2,893,776	)

Net Assets - 100.0%			$	42,434,924

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $963,637 and gross unrealized depreciation of investments was $(12,346), resulting in net unrealized appreciation of $951,291.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2045 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

44,843,656

– 0

–

– 0

–

44,843,656

Short-Term Investments

485,044

– 0

–

– 0

–

485,044

Total (a)

45,328,700

– 0

–

– 0

–

45,328,700

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	207	$	1,992	$	1,714	$	485	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																		Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	2,673	$	68		$	21		$	– 0	–*	$	(32	)	$	2,688		$	– 0	–	$	– 0	–
AB Discovery Value Fund-Class Z		1,786		– 0	–		464			7			6			1,335			– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		1,323		150			– 0	–		– 0	–		(111	)		1,362			6			– 0	–
AB Growth and Income Fund, Inc.-Class Z		7,805		392			– 0	–		– 0	–		(62	)		8,135			– 0	–		– 0	–
AB High Income Fund, Inc.		25		– 0	–		25			1			(1	)		– 0	–		– 0	–		– 0	–
AB Intermediate Bond Portfolio-Class Z		877		49			114			– 0	–*		(8	)		804			6			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2050 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 101.5%
Funds and Investment Trusts - 101.5% (a)
AB Concentrated Growth Portfolio-Class Z		39,077	$	1,081,647
AB Discovery Value Fund-Class Z		27,655		543,976
AB Global Real Estate Investment Fund II-Class I		50,568		537,035
AB Growth and Income Fund, Inc.-Class Z		582,404		3,243,992
AB Intermediate Bond Portfolio-Class Z		28,705		323,218
AQR Long-Short Equity Fund-Class R6		98,776		1,276,181
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		55,501		368,528
Franklin Growth Fund-Class R6		16,387		1,256,085
iShares Core S&P 500 ETF		6,745		1,441,339
iShares Russell 2000 ETF		1,455		172,417
MFS Institutional International Equity Fund		105,090		2,166,952
MFS Value Fund-Class R5		47,069		1,633,295
T. Rowe Price Emerging Markets Stock Fund		31,884		1,085,319
T. Rowe Price International Funds-International Discovery Fund		9,632		536,771
T. Rowe Price Small Cap Value Fund-Class I		8,847		359,379
Vanguard FTSE Developed Markets ETF		48,264		1,762,119
Vanguard FTSE Emerging Markets ETF		4,802		181,275

Total Investment Companies (cost $17,604,650)				17,969,528

SHORT-TERM INVESTMENTS - 0.8%
Investment Companies - 0.8%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $146,993)		146,993		146,993

Total Investments - 102.3% (cost $17,751,643) (d)				18,116,521
Other assets less liabilities - (2.3)%				(408,014	)

Net Assets - 100.0%			$	17,708,507

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $372,217 and gross unrealized depreciation of investments was $(7,339), resulting in net unrealized appreciation of $364,878.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2050 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

17,969,528

– 0

–

– 0

–

17,969,528

Short-Term Investments

146,993

– 0

–

– 0

–

146,993

Total (a)

18,116,521

– 0

–

– 0

–

18,116,521

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	87	$	1,403	$	1,343	$	147	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																	Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	1,074	$	32		$	11	$	– 0	–*	$	(13	)	$	1,082		$	– 0	–	$	– 0	–
AB Discovery Value Fund-Class Z		716		15			192		2			3			544			– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		538		55			11		– 0	–*		(45	)		537			2			– 0	–
AB Growth and Income Fund, Inc.-Class Z		3,137		154			23		– 0	–*		(24	)		3,244			– 0	–		– 0	–
AB High Income Fund, Inc.		10		– 0	–		10		– 0	–*		– 0	–*		– 0	–		– 0	–*		– 0	–
AB Intermediate Bond Portfolio-Class Z		352		20			46		– 0	–*		(3	)		323			2			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2055 Fund

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 101.8%
Funds and Investment Trusts - 101.8% (a)
AB Concentrated Growth Portfolio-Class Z		40,551	$	1,122,443
AB Discovery Value Fund-Class Z		28,787		566,243
AB Global Real Estate Investment Fund II-Class I		52,501		557,560
AB Growth and Income Fund, Inc.-Class Z		610,965		3,403,078
AB Intermediate Bond Portfolio-Class Z		29,646		333,810
AQR Long-Short Equity Fund-Class R6		104,479		1,349,874
AQR Risk-Balanced Commodities Strategy LV Fund-Class R6 (b)		58,818		390,550
Franklin Growth Fund-Class R6		17,068		1,308,236
iShares Core S&P 500 ETF		7,083		1,513,566
iShares Russell 2000 ETF		1,552		183,912
MFS Institutional International Equity Fund		108,527		2,237,827
MFS Value Fund-Class R5		48,986		1,699,819
T. Rowe Price Emerging Markets Stock Fund		33,246		1,131,680
T. Rowe Price International Funds-International Discovery Fund		10,003		557,475
T. Rowe Price Small Cap Value Fund-Class I		9,275		376,762
Vanguard FTSE Developed Markets ETF		50,971		1,860,951
Vanguard FTSE Emerging Markets ETF		4,973		187,731

Total Investment Companies (cost $18,407,514)				18,781,517

SHORT-TERM INVESTMENTS - 0.2%
Investment Companies - 0.2%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (a)(c) (cost $38,559)		38,559		38,559

Total Investments - 102.0% (cost $18,446,073) (d)				18,820,076
Other assets less liabilities - (2.0)%				(368,412	)

Net Assets - 100.0%			$	18,451,664

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $379,945 and gross unrealized depreciation of investments was $(5,942), resulting in net unrealized appreciation of $374,003.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2055 Fund

October 31, 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 October 31, 2016:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

18,781,517

– 0

–

– 0

–

18,781,517

Short-Term Investments

38,559

– 0

–

– 0

–

38,559

Total (a)

18,820,076

– 0

–

– 0

–

18,820,076

(a)

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

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

A summary of the Fund’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	361	$	1,955	$	2,277	$	39	$	– 0	–*

*	Amount less than $500.

A summary of the Fund’s transactions of investments in affiliated issuers for the three months ended October 31, 2016 is as follows:


																		Distributions
Affiliated Issuer	Market Value 7/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)			Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 10/31/16 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	1,019	$	117		$	– 0	–	$	– 0	–	$	(14	)	$	1,122		$	– 0	–	$	– 0	–
AB Discovery Value Fund-Class Z		677		50			165			3			1			566			– 0	–		– 0	–
AB Global Real Estate Investment Fund II-Class I		513		89			– 0	–		– 0	–		(44	)		558			2			– 0	–
AB Growth and Income Fund, Inc.-Class Z		3,058		373			– 0	–		– 0	–		(28	)		3,403			– 0	–		– 0	–
AB High Income Fund, Inc.		9		– 0	–		9			– 0	–*		– 0	–*		– 0	–		– 0	–*		– 0	–
AB Intermediate Bond Portfolio-Class Z		336		45			44			– 0	–*		(3	)		334			2			– 0	–

*	Amount less than $500.

AB Small Cap Growth Portfolio

Portfolio of Investments

October 31, 2016 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 96.3%
Information Technology - 28.5%
Communications Equipment - 1.5%
Arista Networks, Inc. (a)		98,070	$	8,311,433
Oclaro, Inc. (a)		846,071		6,184,779

				14,496,212

Internet Software & Services - 6.2%
2U, Inc. (a)		417,598		14,557,466
Cimpress NV (a)(b)		140,108		11,663,991
CoStar Group, Inc. (a)		48,748		9,121,726
LogMeIn, Inc.		15,846		1,505,370
Nutanix, Inc.-Class A (a)(b)		111,994		2,743,853
Pandora Media, Inc. (a)(b)		564,821		6,399,422
Q2 Holdings, Inc. (a)		452,950		12,727,895
Trade Desk, Inc. (The)-Class A (a)(b)		120,388		3,031,370

				61,751,093

IT Services - 1.0%
EPAM Systems, Inc. (a)		157,250		10,122,182

Semiconductors & Semiconductor Equipment - 6.4%
Advanced Energy Industries, Inc. (a)		281,030		13,405,131
Cirrus Logic, Inc. (a)		172,760		9,325,585
Microsemi Corp. (a)		335,100		14,117,763
Monolithic Power Systems, Inc.		141,999		11,190,941
Silicon Laboratories, Inc. (a)		254,982		15,286,171

				63,325,591

Software - 13.4%
Aspen Technology, Inc. (a)		318,713		15,693,428
Atlassian Corp. PLC-Class A (a)		158,030		4,244,686
Blackbaud, Inc.		200,490		12,310,086
Ellie Mae, Inc. (a)		75,415		7,985,694
Guidewire Software, Inc. (a)		228,895		13,150,018
HubSpot, Inc. (a)		214,795		11,265,998
Paylocity Holding Corp. (a)(b)		298,103		12,964,499
Proofpoint, Inc. (a)		183,952		14,418,158
RingCentral, Inc.-Class A (a)		731,030		15,132,321
Take-Two Interactive Software, Inc. (a)		345,613		15,341,761
Ultimate Software Group, Inc. (The) (a)		52,409		11,057,775

				133,564,424

				283,259,502

Health Care - 20.5%
Biotechnology - 6.9%
Adamas Pharmaceuticals, Inc. (a)(b)		263,903		3,626,027
Aimmune Therapeutics, Inc. (a)(b)		268,696		4,374,371
Alder Biopharmaceuticals, Inc. (a)		204,031		4,947,752
Amicus Therapeutics, Inc. (a)		633,580		4,371,702
ARIAD Pharmaceuticals, Inc. (a)(b)		560,060		4,883,723


Company	Shares		U.S. $ Value
Audentes Therapeutics, Inc. (a)(b)		214,390	$	3,428,096
DBV Technologies SA (Sponsored ADR) (a)		110,034		3,777,467
Neurocrine Biosciences, Inc. (a)		87,120		3,813,242
Otonomy, Inc. (a)		223,799		3,379,365
Prothena Corp. PLC (a)(b)		118,370		5,660,454
Radius Health, Inc. (a)(b)		121,070		5,196,324
Sage Therapeutics, Inc. (a)		128,193		5,581,523
TESARO, Inc. (a)(b)		83,235		10,061,447
Ultragenyx Pharmaceutical, Inc. (a)(b)		95,026		5,605,584

				68,707,077

Health Care Equipment & Supplies - 6.8%
Align Technology, Inc. (a)		111,042		9,540,729
DexCom, Inc. (a)		126,081		9,864,578
Glaukos Corp. (a)		280,258		9,360,617
iRhythm Technologies, Inc. (a)		15,874		396,056
Nevro Corp. (a)(b)		187,275		17,214,318
Penumbra, Inc. (a)		153,575		10,128,271
Zeltiq Aesthetics, Inc. (a)(b)		341,060		11,289,086

				67,793,655

Health Care Providers & Services - 3.1%
Acadia Healthcare Co., Inc. (a)		175,452		6,309,254
Amsurg Corp. (a)		155,509		9,291,663
Diplomat Pharmacy, Inc. (a)(b)		137,002		3,174,336
Premier, Inc.-Class A (a)		366,445		11,667,609

				30,442,862

Life Sciences Tools & Services - 1.2%
ICON PLC (a)		148,442		11,916,924

Pharmaceuticals - 2.5%
Aerie Pharmaceuticals, Inc. (a)(b)		152,525		5,071,456
Akorn, Inc. (a)		438,828		10,509,931
GW Pharmaceuticals PLC (ADR) (a)(b)		33,360		3,916,130
Medicines Co. (The) (a)		172,217		5,674,550

				25,172,067

				204,032,585

Consumer Discretionary - 18.2%
Distributors - 1.1%
Pool Corp.		120,168		11,125,153

Diversified Consumer Services - 1.8%
Bright Horizons Family Solutions, Inc. (a)		264,675		17,709,404

Hotels, Restaurants & Leisure - 6.8%
Buffalo Wild Wings, Inc. (a)		76,534		11,147,177
Dave & Buster’s Entertainment, Inc. (a)		312,644		12,927,829
Planet Fitness, Inc. (a)(b)		743,318		15,758,342
Texas Roadhouse, Inc.-Class A		270,930		10,978,084
Vail Resorts, Inc.		89,250		14,230,020


Company	Shares		U.S. $ Value
Zoe’s Kitchen, Inc. (a)(b)		91,721	$	2,079,315

				67,120,767

Household Durables - 0.9%
Honest Co. (The) (a)(c)(d)		29,639		1,211,049
Tempur Sealy International, Inc. (a)(b)		147,108		7,954,130

				9,165,179

Media - 2.5%
IMAX Corp. (a)		438,270		13,257,668
National CineMedia, Inc.		829,466		11,504,693

				24,762,361

Multiline Retail - 1.2%
Ollie’s Bargain Outlet Holdings, Inc. (a)(b)		447,505		12,239,262

Specialty Retail - 3.9%
Five Below, Inc. (a)		378,723		14,232,410
Lithia Motors, Inc.-Class A		148,623		12,748,881
Tile Shop Holdings, Inc. (a)		665,958		11,287,988

				38,269,279

				180,391,405

Industrials - 15.2%
Aerospace & Defense - 1.5%
Hexcel Corp.		327,335		14,890,469

Commercial Services & Supplies - 0.5%
Advanced Disposal Services, Inc. (a)		238,032		4,767,781

Construction & Engineering - 1.5%
Dycom Industries, Inc. (a)		188,294		14,485,457

Industrial Conglomerates - 1.5%
Carlisle Cos., Inc.		140,553		14,736,982

Machinery - 7.4%
Astec Industries, Inc.		164,680		9,116,685
IDEX Corp.		159,266		13,766,953
John Bean Technologies Corp.		27,670		2,209,450
Lincoln Electric Holdings, Inc.		182,023		11,982,574
Middleby Corp. (The) (a)		115,647		12,965,185
Nordson Corp.		120,540		12,069,670
RBC Bearings, Inc. (a)		158,719		11,324,601

				73,435,118

Marine - 0.1%
Kirby Corp. (a)		20,866		1,230,051

Road & Rail - 1.2%
Genesee & Wyoming, Inc.-Class A (a)		178,953		12,158,067

Trading Companies & Distributors - 1.5%
H&E Equipment Services, Inc.		577,102		8,050,573


Company	Shares		U.S. $ Value
SiteOne Landscape Supply, Inc. (a)		219,013	$	6,828,825

				14,879,398

				150,583,323

Financials - 6.2%
Banks - 4.6%
PrivateBancorp, Inc.		230,778		10,440,397
Signature Bank/New York NY (a)		78,184		9,425,863
SVB Financial Group (a)		107,672		13,165,055
Western Alliance Bancorp (a)		345,103		12,893,048

				45,924,363

Capital Markets - 1.6%
Houlihan Lokey, Inc.		296,152		7,217,224
Stifel Financial Corp. (a)		222,077		8,692,094

				15,909,318

				61,833,681

Materials - 2.7%
Chemicals - 1.5%
PolyOne Corp.		503,075		14,704,882

Construction Materials - 1.2%
Summit Materials, Inc.-Class A (a)		628,723		11,782,269

				26,487,151

Consumer Staples - 2.6%
Food & Staples Retailing - 0.6%
Chefs’ Warehouse, Inc. (The) (a)(b)		536,861		6,120,216

Food Products - 1.5%
AdvancePierre Foods Holdings, Inc.		292,311		8,173,016
Freshpet, Inc. (a)(b)		795,039		6,757,831

				14,930,847

Personal Products - 0.5%
elf Beauty, Inc. (a)		205,256		5,307,920

				26,358,983

Energy - 2.4%
Energy Equipment & Services - 1.6%
Dril-Quip, Inc. (a)		73,484		3,490,490
Forum Energy Technologies, Inc. (a)		177,710		3,198,780
Oil States International, Inc. (a)		302,528		8,848,944

				15,538,214

Oil, Gas & Consumable Fuels - 0.8%
Matador Resources Co. (a)		377,165		8,225,969

				23,764,183

Total Common Stocks (cost $785,953,096)				956,710,813


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 0.5%
Funds and Investment Trusts - 0.5%
iShares Russell 2000 Growth ETF (b) (cost $3,925,621)		32,400	$	4,531,788

SHORT-TERM INVESTMENTS - 3.3%
Investment Companies - 3.3%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (e)(f) (cost $32,862,886)		32,862,886		32,862,886

Total Investments Before Security Lending Collateral for Securities Loaned - 100.1% (cost $822,741,603)				994,105,487

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 7.3%
Investment Companies - 7.3%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.26% (e)(f) (cost $72,296,924)		72,296,924		72,296,924

Total Investments - 107.4% (cost $895,038,527) (g)				1,066,402,411
Other assets less liabilities - (7.4)%				(73,486,898	)

Net Assets - 100.0%			$	992,915,513

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan.

(c)

Illiquid security.

(d)

Fair valued by the Adviser.

(e)

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

(f)

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

(g)

As of October 31, 2016, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $206,270,491 and gross unrealized depreciation of investments was $(34,906,607), resulting in net unrealized appreciation of $171,363,884.

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

Glossary:


ADR	-	American Depositary Receipt
ETF	-	Exchange Traded Fund

AB Small Cap Growth Portfolio

October 31, 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 October 31, 2016:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

283,259,502

– 0

–

– 0

–

283,259,502

Health Care

204,032,585

– 0

–

– 0

–

204,032,585

Consumer Discretionary

179,180,356

– 0

–

1,211,049

180,391,405

Industrials

150,583,323

– 0

–

– 0

–

150,583,323

Financials

61,833,681

– 0

–

– 0

–

61,833,681

Materials

26,487,151

– 0

–

– 0

–

26,487,151

Consumer Staples

26,358,983

– 0

–

– 0

–

26,358,983

Energy

23,764,183

– 0

–

– 0

–

23,764,183

Investment Companies

4,531,788

– 0

–

– 0

–

4,531,788

Short-Term Investments

32,862,886

– 0

–

– 0

–

32,862,886

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

72,296,924

– 0

–

– 0

–

72,296,924

Total Investments in Securities

1,065,191,362

– 0

–

1,211,049

1,066,402,411

Other Financial Instruments (a)

– 0

–

– 0

–

– 0

–

– 0

–

Total (b)

1,065,191,362

– 0

–

1,211,049

1,066,402,411

(a)

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

(b)

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

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

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


	Common Stocks			Total
Balance as of 7/31/16	$	1,211,049		$	1,211,049
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		– 0	–		– 0	–
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 10/31/16	$	1,211,049		$	1,211,049

Net change in unrealized appreciation/depreciation from investments held as of 10/31/16	$	– 0	–	$	– 0	–

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 October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	29,052	$	86,456	$	82,645	$	32,863	$	13

A summary of the Fund’s investments of cash collateral for securities loaned transactions in shares of the AB Fixed Income Shares, Inc.-Government Money Market Portfolio for the three months ended October 31, 2016 is as follows:


Market Value 7/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 10/31/16 (000)		Dividend Income (000)
$	197,326	$	227,139	$	352,168	$	72,297	$	100,521

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 significant changes in the registrant’s internal control over financial reporting that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

ITEM 3.

EXHIBITS.

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


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

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

11 (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:		December 23, 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:		December 23, 2016

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

Date:		December 23, 2016