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: March 31, 2017

ITEM 1. SCHEDULE OF INVESTMENTS.

AB Cap Fund, Inc.

AB Concentrated Growth Fund

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 94.5%
Information Technology - 32.0%
Electronic Equipment, Instruments & Components - 5.3%
Amphenol Corp.-Class A		279,388	$	19,884,044
Internet Software & Services - 7.3%
Alphabet, Inc.-Class C (a)		33,425		27,728,043
IT Services - 14.5%
Automatic Data Processing, Inc.		164,520		16,845,203
Gartner, Inc. (a)		132,359		14,293,448
Mastercard, Inc.-Class A		212,269		23,873,894
				55,012,545
Technology Hardware, Storage & Peripherals - 4.9%
Apple, Inc.		128,377		18,442,640
				121,067,272
Health Care - 23.2%
Biotechnology - 6.1%
Celgene Corp. (a)		186,570		23,214,905
Health Care Equipment & Supplies - 6.9%
Abbott Laboratories		585,227		25,989,931
Life Sciences Tools & Services - 5.6%
Quintiles IMS Holdings, Inc. (a)		261,512		21,059,562
Pharmaceuticals - 4.6%
Zoetis, Inc.		329,055		17,561,665
				87,826,063
Consumer Discretionary - 21.5%
Auto Components - 4.8%
Delphi Automotive PLC		227,150		18,283,303
Hotels, Restaurants & Leisure - 8.9%
Chipotle Mexican Grill, Inc.-Class A (a)		35,570		15,847,147
Starbucks Corp.		308,180		17,994,630
				33,841,777
Internet & Direct Marketing Retail - 6.9%
Priceline Group, Inc. (The) (a)		14,628		26,037,401
Specialty Retail - 0.9%
Ulta Salon Cosmetics & Fragrance, Inc. (a)		11,487		3,276,437
				81,438,918
Financials - 4.8%
Capital Markets - 4.8%
Charles Schwab Corp. (The)		445,075		18,163,511
Industrials - 4.6%
Professional Services - 4.6%
Verisk Analytics, Inc.-Class A (a)		216,362		17,555,613

Company	Shares		U.S. $ Value
Materials - 4.3%
Chemicals - 4.3%
Ecolab, Inc.		128,216	$	16,070,593
Consumer Staples - 4.1%
Food Products - 4.1%
Hershey Co. (The)		141,680		15,478,540
Total Common Stocks (cost $304,775,710)				357,600,510
SHORT-TERM INVESTMENTS - 4.0%
Investment Companies - 4.0%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (b)(c) (cost $15,258,992)		15,258,992		15,258,992
Total Investments - 98.5% (cost $320,034,702) (d)				372,859,502
Other assets less liabilities - 1.5%				5,610,177
Net Assets - 100.0%			$	378,469,679

(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 shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $54,592,249 and gross unrealized depreciation of investments was $(1,767,449), resulting in net unrealized appreciation of $52,824,800.

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 Cap Fund, Inc.

AB Concentrated Growth Fund

March 31, 2017 (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 March 31, 2017:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks (a)

$

357,600,510

$

– 0

–

$

– 0

–

$

357,600,510

Short-Term Investments

15,258,992

– 0

–

– 0

–

15,258,992

Total Investments in Securities

372,859,502

– 0

–

– 0

–

372,859,502

Other Financial Instruments (b)

– 0

–

– 0

–

– 0

–

– 0

–

Total (c)

$

372,859,502

$

– 0

–

$

– 0

–

$

372,859,502

(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 any 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 comparison 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 nine months ended March 31, 2017 is as follows:

Market Value 6/30/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 3/31/17 (000)	Dividend Income (000)
$3,772	$86,255	$74,768	$15,259	$33

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 nine months ended March 31, 2017 is as follows:

Market Value 6/30/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 3/31/17 (000)	Dividend Income (000)
$0	$17,881	$17,881	$0	$5

AB Cap Fund, Inc.

AB Concentrated International Growth Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 97.0%
Information Technology - 29.2%
Electronic Equipment, Instruments & Components - 9.9%
Ingenico Group SA		12,667	$	1,194,704
Keyence Corp.		2,400		962,815
Murata Manufacturing Co., Ltd.		7,060		1,005,806
				3,163,325
Internet Software & Services - 9.1%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		14,050		1,515,012
Tencent Holdings Ltd.		47,900		1,379,975
				2,894,987
IT Services - 6.1%
Capgemini SA		12,222		1,128,159
Worldpay Group PLC (b)		219,537		811,677
				1,939,836
Semiconductors & Semiconductor Equipment - 4.1%
ASML Holding NV		9,735		1,291,764
				9,289,912
Industrials - 14.2%
Building Products - 3.8%
Assa Abloy AB-Class B		59,282		1,218,701
Commercial Services & Supplies - 2.3%
Park24 Co., Ltd.		27,400		719,913
Electrical Equipment - 3.6%
Nidec Corp.		11,800		1,126,953
Machinery - 1.6%
Hoshizaki Corp.		6,600		521,676
Trading Companies & Distributors - 2.9%
Ashtead Group PLC		44,361		918,241
				4,505,484
Consumer Staples - 13.0%
Beverages - 3.6%
Treasury Wine Estates Ltd.		121,971		1,139,407
Household Products - 6.2%
Reckitt Benckiser Group PLC		11,733		1,071,125
Unicharm Corp.		37,700		906,027
				1,977,152
Personal Products - 3.2%
Kose Corp.		11,400		1,036,042
				4,152,601
Financials - 11.4%
Banks - 4.4%
HDFC Bank Ltd. (ADR)		18,554		1,395,632
Capital Markets - 3.3%
Azimut Holding SpA		60,406		1,048,974

Company	Shares		U.S. $ Value
Insurance - 3.7%
Prudential PLC		56,791	$	1,199,614
				3,644,220
Consumer Discretionary - 11.2%
Auto Components - 2.3%
Continental AG		3,279		718,921
Hotels, Restaurants & Leisure - 3.4%
InterContinental Hotels Group PLC		22,129		1,083,855
Multiline Retail - 3.3%
B&M European Value Retail SA		277,439		1,041,688
Textiles, Apparel & Luxury Goods - 2.2%
LVMH Moet Hennessy Louis Vuitton SE		3,213		706,193
				3,550,657
Health Care - 10.6%
Biotechnology - 3.7%
Genmab A/S (a)		6,127		1,179,016
Health Care Providers & Services - 1.6%
IHH Healthcare Bhd		377,000		506,673
Life Sciences Tools & Services - 3.0%
Eurofins Scientific SE		2,211		961,517
Pharmaceuticals - 2.3%
Roche Holding AG		2,870		733,956
				3,381,162
Telecommunication Services - 3.8%
Diversified Telecommunication Services - 3.8%
BT Group PLC		307,024		1,225,983
Materials - 3.6%
Construction Materials - 3.6%
CRH PLC (London)		32,195		1,133,881
Total Common Stocks (cost $29,793,607)				30,883,900
SHORT-TERM INVESTMENTS - 2.4%
Investment Companies - 2.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (c)(d) (cost $747,222)		747,222		747,222

	U.S. $ Value
Total Investments - 99.4% (cost $30,540,829) (e)	$	31,631,122
Other assets less liabilities - 0.6%		200,721
Net Assets - 100.0%	$	31,831,843

FORWARD CURRENCY EXCHANGE CONTRACTS

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		USD	1,260		EUR	1,186		6/15/17	$	9,863
Barclays Bank PLC		USD	994		AUD	1,301		6/15/17		(972	)
BNP Paribas SA		CNY	596		USD	86		6/15/17		(334	)
BNP Paribas SA		USD	663		CHF	665		6/15/17		3,323
Citibank, NA		GBP	1,308		USD	1,615		6/15/17		(26,827	)
State Street Bank & Trust Co.		CNY	8,764		USD	1,262		6/15/17		(2,885	)
State Street Bank & Trust Co.		EUR	118		USD	128		6/15/17		1,773
State Street Bank & Trust Co.		GBP	80		USD	98		6/15/17		(2,860	)
State Street Bank & Trust Co.		HKD	7,476		USD	964		6/15/17		657
State Street Bank & Trust Co.		JPY	51,184		USD	464		6/15/17		3,043
State Street Bank & Trust Co.		SEK	2,636		USD	293		6/15/17		(1,814	)
State Street Bank & Trust Co.		USD	50		AUD	66		6/15/17		618
State Street Bank & Trust Co.		USD	232		AUD	301		6/15/17		(2,823	)
State Street Bank & Trust Co.		USD	42		CHF	42		6/15/17		337
State Street Bank & Trust Co.		USD	70		EUR	66		6/15/17		167
State Street Bank & Trust Co.		USD	332		EUR	304		6/15/17		(6,129	)
State Street Bank & Trust Co.		USD	417		JPY	46,883		6/15/17		5,567
UBS AG		USD	1,067		JPY	120,840		6/15/17		21,129
									$	1,833

(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 March 31, 2017, the market value of this security amounted to $811,677 or 2.5% 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 shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,203,124 and gross unrealized depreciation of investments was $(112,831), resulting in net unrealized appreciation of $1,090,293.

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.

Currency Abbreviations:

AUD	-	Australian Dollar
CHF	-	Swiss Franc
CNY	-	Chinese Yuan Renminbi
EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
JPY	-	Japanese Yen
SEK	-	Swedish Krona
USD	-	United States Dollar

Glossary:

ADR - American Depositary Receipt

COUNTRY BREAKDOWN*

March 31, 2017 (unaudited)

23.2%	United Kingdom
19.8%	Japan
12.6%	France
9.2%	China
4.4%	India
4.1%	Netherlands
3.9%	Sweden
3.7%	Denmark
3.6%	Australia
3.6%	Ireland
3.3%	Italy
2.3%	Switzerland
2.3%	Germany
1.6%	Malaysia
2.4%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2017. The Portfolio’s country breakdown is expressed as a percentage of total investments and may vary over time.

AB Cap Fund, Inc.

AB Concentrated International Growth Portfolio

March 31, 2017 (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)

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 Portfolio’s investments by the above fair value hierarchy levels as of March 31, 2017:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

1,515,012

$

7,774,900

$

– 0

–

$

9,289,912

Industrials

– 0

–

4,505,484

– 0

–

4,505,484

Consumer Staples

– 0

–

4,152,601

– 0

–

4,152,601

Financials

1,395,632

2,248,588

– 0

–

3,644,220

Consumer Discretionary

– 0

–

3,550,657

– 0

–

3,550,657

Health Care

506,673

2,874,489

– 0

–

3,381,162

Telecommunication Services

– 0

–

1,225,983

– 0

–

1,225,983

Materials

– 0

–

1,133,881

– 0

–

1,133,881

Short-Term Investments

747,222

– 0

–

– 0

–

747,222

Total Investments in Securities

4,164,539

27,466,583

(a)

– 0

–

31,631,122

Other Financial Instruments (b):

Assets:

Forward Currency Exchange Contracts

– 0

–

46,477

– 0

–

46,477

Liabilities:

Forward Currency Exchange Contracts

– 0

–

(44,644

)

– 0

–

(44,644

)

Total (c)

$

4,164,539

$

27,468,416

$

– 0

–

$

31,632,955

(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.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and any 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 comparison 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 Portfolio’s transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the nine months ended March 31, 2017 is as follows:

Market Value 6/30/16 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value 3/31/17 (000)	Dividend Income (000)
$42	$	29,867	$	29,162	$747	$1

AB Cap Fund, Inc.

AB Emerging Markets Core Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 97.3%
Financials - 27.9%
Banks - 23.6%
Agricultural Bank of China Ltd.-Class H		66,000	$	30,438
Banco Macro SA (ADR)		440		38,148
Bangkok Bank PCL (NVDR)		12,000		63,387
Bank of China Ltd.-Class H		201,000		99,953
China Construction Bank Corp.-Class H		123,000		99,102
Credicorp Ltd.		440		71,852
Erste Group Bank AG		4,910		159,879
Hana Financial Group, Inc.		2,300		75,895
Industrial & Commercial Bank of China Ltd.-Class H		148,000		96,843
Itausa-Investimentos Itau SA (a)		1,364		2,658
Itausa-Investimentos Itau SA (Preference Shares)		77,770		235,998
Kasikornbank PCL (NVDR)		5,400		29,716
KB Financial Group, Inc.		4,110		180,127
OTP Bank PLC		6,170		172,386
Shinhan Financial Group Co., Ltd.		1,950		81,251
				1,437,633
Capital Markets - 0.5%
BM&FBovespa SA-Bolsa de Valores Mercadorias e Futuros		5,100		31,425
Consumer Finance - 1.2%
Samsung Card Co., Ltd.		2,080		72,954
Diversified Financial Services - 1.8%
Fubon Financial Holding Co., Ltd.		65,000		106,018
Insurance - 0.8%
Dongbu Insurance Co., Ltd.		370		21,180
Powszechny Zaklad Ubezpieczen SA		3,290		28,851
				50,031
				1,698,061
Information Technology - 21.0%
Electronic Equipment, Instruments & Components - 4.7%
Hon Hai Precision Industry Co., Ltd.		47,800		143,357
Kingboard Chemical Holdings Ltd.		14,000		51,724
LG Innotek Co., Ltd.		490		59,841
Tripod Technology Corp.		12,000		33,809
				288,731
Internet Software & Services - 3.3%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		350		37,741
NetEase, Inc. (ADR)		400		113,600
Tencent Holdings Ltd.		1,700		48,976
				200,317
Semiconductors & Semiconductor Equipment - 5.3%
Realtek Semiconductor Corp.		25,000		89,388
Taiwan Semiconductor Manufacturing Co., Ltd.		25,000		156,766
Vanguard International Semiconductor Corp.		16,000		30,469

Company	Shares		U.S. $ Value
Win Semiconductors Corp.		9,846	$	43,817
				320,440
Technology Hardware, Storage & Peripherals - 7.7%
Pegatron Corp.		20,000		59,207
Quanta Computer, Inc.		67,000		136,224
Samsung Electronics Co., Ltd.		150		276,062
				471,493
				1,280,981
Energy - 9.6%
Oil, Gas & Consumable Fuels - 9.6%
China Petroleum & Chemical Corp.-Class H		134,000		109,072
Cosan SA Industria e Comercio		9,300		115,440
LUKOIL PJSC (Sponsored ADR)		2,680		142,201
Petronet LNG Ltd.		17,070		106,090
PTT PCL (NVDR)		6,400		72,076
YPF SA (Sponsored ADR)		1,620		39,334
				584,213
Consumer Discretionary - 8.3%
Automobiles - 0.3%
Dongfeng Motor Group Co., Ltd.-Class H		14,000		15,737
Diversified Consumer Services - 2.3%
New Oriental Education & Technology Group, Inc. (Sponsored ADR) (a)		370		22,341
TAL Education Group (ADR) (a)		1,130		120,424
				142,765
Hotels, Restaurants & Leisure - 0.8%
Gourmet Master Co., Ltd.		5,250		49,652
Media - 0.9%
Sun TV Network Ltd.		4,260		51,828
Multiline Retail - 1.4%
Lojas Renner SA		9,600		85,249
Textiles, Apparel & Luxury Goods - 2.6%
Li Ning Co., Ltd. (a)		43,000		25,255
Pou Chen Corp.		17,000		23,528
Yue Yuen Industrial Holdings Ltd.		28,500		111,995
				160,778
				506,009
Materials - 6.3%
Chemicals - 3.5%
Formosa Chemicals & Fibre Corp.		24,000		74,665
PTT Global Chemical PCL (NVDR)		49,600		105,724
Sinopec Shanghai Petrochemical Co., Ltd.-Class H		54,000		29,970
				210,359
Metals & Mining - 1.2%
KGHM Polska Miedz SA		1,200		35,012

Company	Shares		U.S. $ Value
POSCO		150	$	38,959
				73,971
Paper & Forest Products - 1.6%
Lee & Man Paper Manufacturing Ltd.		69,000		52,775
Sappi Ltd.		6,930		46,945
				99,720
				384,050
Industrials - 5.2%
Industrial Conglomerates - 3.7%
Far Eastern New Century Corp.		83,000		71,962
Jardine Strategic Holdings Ltd.		3,600		151,236
				223,198
Transportation Infrastructure - 1.5%
Jiangsu Expressway Co., Ltd.-Class H		66,000		94,809
				318,007
Telecommunication Services - 5.1%
Diversified Telecommunication Services - 4.0%
China Telecom Corp., Ltd.-Class H		116,000		56,663
China Unicom Hong Kong Ltd.		22,000		29,549
Chunghwa Telecom Co., Ltd.		11,000		37,355
KT Corp. (Sponsored ADR)		7,090		119,325
				242,892
Wireless Telecommunication Services - 1.1%
China Mobile Ltd.		6,000		65,985
				308,877
Utilities - 5.0%
Electric Utilities - 3.8%
Cia de Transmissao de Energia Eletrica Paulista (Preference Shares)		5,400		112,326
Equatorial Energia SA		5,200		97,652
Transmissora Alianca de Energia Eletrica SA		2,600		19,060
				229,038
Water Utilities - 1.2%
Cia de Saneamento Basico do Estado de Sao Paulo		7,000		72,871
				301,909
Health Care - 4.0%
Health Care Equipment & Supplies - 1.2%
St Shine Optical Co., Ltd.		3,700		75,086
Health Care Providers & Services - 1.1%
Odontoprev SA		6,900		24,906
Sinopharm Group Co., Ltd.-Class H		8,800		40,854
				65,760
Pharmaceuticals - 1.7%
Richter Gedeon Nyrt		4,530		102,884
				243,730

Company	Shares			U.S. $ Value
Consumer Staples - 3.9%
Food Products - 1.3%
Sao Martinho SA		5,700		$	31,462
WH Group Ltd. (b)		53,000			45,703
					77,165
Household Products - 1.0%
Colgate-Palmolive Co.		830			60,748
Tobacco - 1.6%
Philip Morris International, Inc.		880			99,352
					237,265
Real Estate - 1.0%
Real Estate Management & Development - 1.0%
Aldar Properties PJSC		99,370			61,157
Total Common Stocks (cost $4,971,608)					5,924,259
SHORT-TERM INVESTMENTS - 3.8%
Investment Companies - 3.7%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (c)(d) (cost $224,910)		224,910			224,910
	Principal Amount (000)
Time Deposits - 0.1%
BBH, Grand Cayman
(0.574)%, 4/03/17	EUR	1			653
(0.27)%, 4/03/17	JPY	48			427
0.005%, 4/03/17	HKD	7			952
0.01%, 4/03/17	SGD	0	*		317
0.05%, 4/03/17	GBP	0	*		580
5.465%, 4/03/17	ZAR	9			648
Total Time Deposits (cost $3,539)					3,577
Total Short-Term Investments (cost $228,449)					228,487
Total Investments - 101.1% (cost $5,200,057) (e)					6,152,746
Other assets less liabilities - (1.1)%					(69,628	)
Net Assets - 100.0%				$	6,083,118

FUTURES

Type	Number of Contracts		Expiration Month		Original Value		Value at March 31, 2017		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Mini MSCI Emerging Markets Index Futures		1		June 2017	$	48,304	$	48,108	$	(196	)

* 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 March 31, 2017, the market value of this security amounted to $45,703 or 0.8% 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 shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $997,123 and gross unrealized depreciation of investments was $(44,434), resulting in net unrealized appreciation of $952,689.

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.

Currency Abbreviations:

EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
JPY	-	Japanese Yen
SGD	-	Singapore 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*

March 31, 2017 (unaudited)

19.3%	China
18.4%	Taiwan
15.0%	South Korea
13.5%	Brazil
5.9%	Hong Kong
4.5%	Hungary
4.4%	Thailand
2.6%	United States
2.6%	Austria
2.6%	India
2.3%	Russia
1.2%	Argentina
1.2%	Peru
2.8%	Other
3.7%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2017. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 1.0% or less in the following countries: Poland, South Africa and United Arab Emirates.

AB Emerging Markets Core Portfolio

March 31, 2017 (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, 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 March 31, 2017:

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Financials	$	377,423		$	1,320,638		$	– 0	–	$	1,698,061
Information Technology		151,341			1,129,640			– 0	–		1,280,981
Energy		296,975			287,238			– 0	–		584,213
Consumer Discretionary		228,014			277,995			– 0	–		506,009
Materials		– 0	–		384,050			– 0	–		384,050
Industrials		– 0	–		318,007			– 0	–		318,007
Telecommunication Services		119,325			189,552			– 0	–		308,877
Utilities		301,909			– 0	–		– 0	–		301,909
Health Care		24,906			218,824			– 0	–		243,730
Consumer Staples		191,562			45,703			– 0	–		237,265
Real Estate		– 0	–		61,157			– 0	–		61,157
Short-Term Investments:
Investment Companies		224,910			– 0	–		– 0	–		224,910
Time Deposits		– 0	–		3,577			– 0	–		3,577
Total Investments in Securities		1,916,365			4,236,381	†		– 0	–		6,152,746
Other Financial Instruments*:
Liabilities
Futures		– 0	–		(196	)		– 0	–		(196	)
Total^	$	1,916,365		$	4,236,185		$	– 0	–	$	6,152,550

† 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 any 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 STIF Portfolio for the nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value March 31,  2017 (000)	Dividend Income (000)
$11	$	1,989	$	1,775	$225	$– 0 –*

* Amount is less than $500.

AB Cap Fund, Inc.

AB Emerging Markets Growth Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 99.0%
Financials - 30.0%
Banks - 20.0%
Abu Dhabi Commercial Bank PJSC		41,760	$	77,376
Banco Davivienda SA (Preference Shares)		11,339		118,005
Banco Macro SA (ADR)		180		15,606
Bank Mandiri Persero Tbk PT		108,000		94,849
China Construction Bank Corp.-Class H		185,000		149,056
Credicorp Ltd.		620		101,246
Grupo Financiero Galicia SA (ADR) (a)		670		25,366
HDFC Bank Ltd. (ADR)		690		51,902
IndusInd Bank Ltd.		1,890		41,499
Industrial & Commercial Bank of China Ltd.-Class H		141,000		92,263
Itau Unibanco Holding SA (Preference Shares)		5,800		70,217
Kasikornbank PCL (Foreign Shares)		8,800		48,402
Qatar National Bank QPSC		286		11,476
Sberbank of Russia PJSC (Sponsored ADR)		9,155		105,557
				1,002,820
Consumer Finance - 0.2%
KRUK SA		190		11,527
Diversified Financial Services - 2.1%
Cielo SA		6,700		60,588
FirstRand Ltd.		12,760		44,151
				104,739
Insurance - 3.6%
AIA Group Ltd.		20,000		126,239
BB Seguridade Participacoes SA		4,100		38,242
Max Financial Services Ltd.		1,600		14,265
				178,746
Thrifts & Mortgage Finance - 4.1%
Housing Development Finance Corp., Ltd.		8,790		203,056
				1,500,888
Information Technology - 26.7%
Internet Software & Services - 10.9%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		2,469		266,232
NetEase, Inc. (ADR)		200		56,800
Tencent Holdings Ltd.		7,700		221,834
				544,866
IT Services - 0.5%
HCL Technologies Ltd.		1,970		26,575
Semiconductors & Semiconductor Equipment - 7.5%
SK Hynix, Inc.		3,290		148,599
Taiwan Semiconductor Manufacturing Co., Ltd.		36,000		225,743
				374,342
Technology Hardware, Storage & Peripherals - 7.8%
Samsung Electronics Co., Ltd.		137		252,137

Company	Shares		U.S. $ Value
Samsung Electronics Co., Ltd. (Preference Shares)		99	$	141,806
				393,943
				1,339,726
Consumer Discretionary - 15.9%
Diversified Consumer Services - 6.9%
China Distance Education Holdings Ltd. (ADR)		989		10,088
Estacio Participacoes SA		9,200		46,638
Kroton Educacional SA		22,200		94,172
New Oriental Education & Technology Group, Inc. (Sponsored ADR) (a)		1,265		76,381
Tarena International, Inc. (ADR)		6,200		115,816
				343,095
Hotels, Restaurants & Leisure - 1.6%
IMAX China Holding, Inc. (a)(b)		7,300		37,591
Premium Leisure Corp.		1,301,000		40,698
				78,289
Household Durables - 2.2%
Basso Industry Corp.		25,000		75,974
Cuckoo Electronics Co., Ltd.		294		34,834
				110,808
Internet & Direct Marketing Retail - 1.0%
Ctrip.com International Ltd. (ADR) (a)		1,040		51,116
Media - 2.6%
Naspers Ltd.-Class N		430		74,094
Sun TV Network Ltd.		4,690		57,059
				131,153
Multiline Retail - 0.7%
Lojas Renner SA		3,800		33,744
Textiles, Apparel & Luxury Goods - 0.9%
Welspun India Ltd.		34,740		46,647
				794,852
Consumer Staples - 8.8%
Food & Staples Retailing - 3.7%
Lenta Ltd. (GDR) (a)(b)		10,572		71,890
X5 Retail Group NV (GDR) (a)(b)		3,430		115,419
				187,309
Personal Products - 2.3%
Amorepacific Corp.		235		58,991
LG Household & Health Care Ltd.		78		56,586
				115,577
Tobacco - 2.8%
ITC Ltd.		32,160		139,077
				441,963

Company	Shares		U.S. $ Value
Energy - 5.6%
Oil, Gas & Consumable Fuels - 5.6%
CNOOC Ltd.		63,000	$	75,305
LUKOIL PJSC (Sponsored ADR)		1,733		91,867
Novatek PJSC (Sponsored GDR) (b)		710		88,534
Petroleo Brasileiro SA (Preference Shares) (a)		5,200		24,068
				279,774
Health Care - 4.4%
Biotechnology - 3.2%
Biocon Ltd. (a)		2,110		36,754
China Biologic Products, Inc. (a)		1,240		124,161
				160,915
Pharmaceuticals - 1.2%
Aurobindo Pharma Ltd.		3,220		33,473
Sun Pharmaceutical Industries Ltd.		2,485		26,254
				59,727
				220,642
Industrials - 2.8%
Construction & Engineering - 2.0%
IRB Infrastructure Developers Ltd.		27,800		101,101
Industrial Conglomerates - 0.5%
SM Investments Corp.		1,835		25,483
Trading Companies & Distributors - 0.3%
BOC Aviation Ltd. (b)		2,800		14,939
				141,523
Materials - 2.0%
Construction Materials - 2.0%
Grasim Industries Ltd.		480		7,754
Grasim Industries Ltd. (GDR) (b)		5,860		94,666
				102,420
Real Estate - 1.8%
Real Estate Management & Development - 1.8%
Ayala Land, Inc.		68,200		44,907
SM Prime Holdings, Inc.		76,000		42,857
				87,764
Telecommunication Services - 1.0%
Diversified Telecommunication Services - 1.0%
Tower Bersama Infrastructure Tbk PT		124,000		50,724
Total Common Stocks (cost $4,310,108)				4,960,276
SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (c)(d) (cost $22,778)		22,778		22,778

Company	Principal Amount (000)			U.S. $ Value
Time Deposits – 0.1%
BBH, Grand Cayman
(1.45)%, 4/03/17	CHF	0	*	$	12
(0.574)%, 4/03/17	EUR	0	*		105
0.005%, 4/03/17	HKD	21			2,734
0.01%, 4/03/17	SGD	0	*		41
0.05%, 4/03/17	GBP	0	*		38
5.465%, 4/03/17	ZAR	6			476
Total Time Deposits (cost $3,434)					3,406
Total Short-Term Investments (cost $26,212)					26,184
Total Investments - 99.5% (cost $4,336,320) (e)					4,986,460
Other assets less liabilities - 0.5%					23,287
Net Assets - 100.0%				$	5,009,747

* 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. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At March 31, 2017, the aggregate market value of these securities amounted to $423,039 or 8.4% 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 shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $832,688 and gross unrealized depreciation of investments was $(182,548), resulting in net unrealized appreciation of $650,140.

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.

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
PJSC	-	Public Joint Stock Company
QPSC	-	Qualified Personal Service Corporation

COUNTRY BREAKDOWN *

March 31, 2017 (unaudited)

24.8%	China
17.6%	India
13.9%	South Korea
9.5%	Russia
7.4%	Brazil
6.0%	Taiwan
3.3%	Hong Kong
3.1%	Philippines
2.9%	Indonesia
2.4%	South Africa
2.4%	Colombia
2.0%	Peru
1.6%	United Arab Emirates
1.0%	Thailand
1.6%	Other
0.5%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2017. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 0.8% or less in the following countries: Argentina, Poland, Qatar and Singapore.

AB Emerging Markets Growth Portfolio

March 31, 2017 (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, 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 March 31, 2017:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

$

658,134

$

842,754

$

– 0

–

$

1,500,888

Information Technology

323,032

1,016,694

– 0

–

1,339,726

Consumer Discretionary

462,789

332,063

– 0

–

794,852

Consumer Staples

187,310

254,653

– 0

–

441,963

Energy

24,068

255,706

– 0

–

279,774

Health Care

124,161

96,481

– 0

–

220,642

Industrials

– 0

–

141,523

– 0

–

141,523

Materials

7,754

94,666

– 0

–

102,420

Real Estate

– 0

–

87,764

– 0

–

87,764

Telecommunication Services

– 0

–

50,724

– 0

–

50,724

Short-Term Investments:

Investment Companies

22,778

– 0 –

– 0

–

22,778

Time Deposits

– 0

–

3,406

– 0

–

3,406

Total Investments in Securities

1,810,026

3,176,434

†

– 0

–

4,986,460

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total^

$

1,810,026

$

3,176,434

$

– 0

–

$

4,986,460

† 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 $159,564 was transferred from Level 2 to Level 1 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period. There were de minimis transfers under 1% of net assets from Level 1 to Level 2 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 any 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 nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value March 31, 2017 (000)	Dividend Income (000)
$5	$	1,157	$	1,139	$23	$0*

* Amount is less than $500.

AB Cap Fund, Inc.

AB Global Core Equity Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 99.4%
Financials - 22.2%
Banks - 8.5%
Citigroup, Inc.		71,450	$	4,274,139
DBS Group Holdings Ltd.		434,300		6,015,880
Jyske Bank A/S		148,363		7,503,941
Wells Fargo & Co.		81,990		4,563,563
				22,357,523
Capital Markets - 11.0%
BlackRock, Inc.-Class A		6,346		2,433,754
Euronext NV (a)		35,396		1,543,438
Julius Baer Group Ltd. (b)		89,540		4,473,064
London Stock Exchange Group PLC		43,396		1,726,486
Moody’s Corp.		81,929		9,179,325
S&P Global, Inc.		58,783		7,685,289
Singapore Exchange Ltd.		291,900		1,606,733
				28,648,089
Consumer Finance - 2.0%
American Express Co.		65,465		5,178,936
Diversified Financial Services - 0.7%
Cielo SA		215,736		1,950,900
				58,135,448
Information Technology - 15.9%
Communications Equipment - 0.9%
Cisco Systems, Inc.		69,052		2,333,958
Internet Software & Services - 1.4%
Alphabet, Inc.-Class C (b)		4,310		3,575,403
IT Services - 2.4%
Visa, Inc.-Class A		71,256		6,332,521
Semiconductors & Semiconductor Equipment - 2.2%
Intel Corp.		100,070		3,609,525
Taiwan Semiconductor Manufacturing Co., Ltd.		335,000		2,100,662
				5,710,187
Software - 9.0%
Microsoft Corp.		176,149		11,601,173
SAP SE		121,807		11,950,239
				23,551,412
				41,503,481
Health Care - 14.6%
Biotechnology - 3.5%
Biogen, Inc. (b)		12,870		3,518,916
Gilead Sciences, Inc.		81,411		5,529,435
				9,048,351
Health Care Providers & Services - 7.0%
Anthem, Inc.		64,925		10,737,297
UnitedHealth Group, Inc.		46,249		7,585,298
				18,322,595

Company	Shares		U.S. $ Value
Pharmaceuticals - 4.1%
Novo Nordisk A/S-Class B		79,812	$	2,740,659
Roche Holding AG		7,210		1,843,840
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		192,150		6,166,093
				10,750,592
				38,121,538
Industrials - 12.6%
Airlines - 1.5%
Japan Airlines Co., Ltd.		127,700		4,054,469
Commercial Services & Supplies - 2.7%
Stericycle, Inc. (b)		54,280		4,499,269
Taiwan Secom Co., Ltd.		859,000		2,547,911
				7,047,180
Machinery - 5.4%
Dover Corp.		99,860		8,023,751
Kone Oyj-Class B		141,375		6,210,375
				14,234,126
Professional Services - 3.0%
Recruit Holdings Co., Ltd.		49,400		2,526,592
RELX NV		281,750		5,226,912
				7,753,504
				33,089,279
Consumer Discretionary - 12.6%
Auto Components - 1.0%
Autoliv, Inc.		25,560		2,613,766
Diversified Consumer Services - 5.8%
Service Corp. International/US		424,950		13,122,456
Sotheby’s (b)		47,020		2,138,470
				15,260,926
Hotels, Restaurants & Leisure - 0.7%
Telepizza Group SA (a)(b)		332,225		1,688,091
Media - 1.2%
Omnicom Group, Inc.		37,070		3,195,805
Textiles, Apparel & Luxury Goods - 3.9%
NIKE, Inc.-Class B		102,713		5,724,195
Samsonite International SA		1,225,500		4,456,485
				10,180,680
				32,939,268
Telecommunication Services - 4.9%
Wireless Telecommunication Services - 4.9%
KDDI Corp.		249,300		6,556,789
MTN Group Ltd.		703,570		6,394,520
				12,951,309

Company	Shares		U.S. $ Value
Utilities - 4.9%
Electric Utilities - 1.8%
Enel Americas SA (Sponsored ADR)		219,682	$	2,282,496
Enel Chile SA (ADR)		451,770		2,484,735
				4,767,231
Water Utilities - 3.1%
Guangdong Investment Ltd.		5,582,000		7,959,487
				12,726,718
Consumer Staples - 4.6%
Food & Staples Retailing - 0.8%
CVS Health Corp.		27,300		2,143,050
Food Products - 2.3%
Danone SA		88,030		5,988,236
Personal Products - 1.5%
Estee Lauder Cos., Inc. (The)-Class A		45,510		3,858,793
				11,990,079
Energy - 4.1%
Energy Equipment & Services - 0.7%
Schlumberger Ltd.		24,360		1,902,516
Oil, Gas & Consumable Fuels - 3.4%
ConocoPhillips		50,180		2,502,477
LUKOIL PJSC (Sponsored ADR)		64,689		3,432,398
Royal Dutch Shell PLC-Class B		104,410		2,870,170
				8,805,045
				10,707,561
Materials - 3.0%
Chemicals - 3.0%
BASF SE		57,054		5,649,127
Johnson Matthey PLC		60,870		2,348,489
				7,997,616
Total Common Stocks (cost $239,228,260)				260,162,297
SHORT-TERM INVESTMENTS - 0.6%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (c)(d) (cost $1,168,823)		1,168,823		1,168,823
	Principal Amount (000)
Time Deposits - 0.1%
BBH, Grand Cayman
(1.45)%, 4/03/17	CHF	20		19,990

	Principal Amount (000)		U.S. $ Value
(0.95)%, 4/03/17	SEK	171	$	19,135
(0.60)%, 4/03/17	DKK	285		40,882
0.05%, 4/03/17	CAD	15		11,046
5.465%, 4/03/17	ZAR	64		4,786
Hong Kong & Shanghai Bank, Singapore
0.005%, 4/03/17	HKD	177		22,810
0.01%, 4/03/17	SGD	39		27,947
National Australia Bank, London
0.474%, 4/03/17	AUD	27		20,422
Sumitomo, Tokyo
(0.574)%, 4/03/17	EUR	23		24,588
(0.27)%, 4/03/17	JPY	2,895		26,007
0.05%, 4/03/17	GBP	46		57,274
Total Time Deposits (cost $278,105)				274,887
Total Short-Term Investments (cost $1,446,928)				1,443,710
Total Investments - 100.0% (cost $240,675,188) (e)				261,606,007
Other assets less liabilities - 0.0%				26,832
Net Assets - 100.0%			$	261,632,839

(a) 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 March 31, 2017, the aggregate market value of these securities amounted to $3,231,529 or 1.2% of net assets.

(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 shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $27,676,755 and gross unrealized depreciation of investments was $(6,745,936), resulting in net unrealized appreciation of $20,930,819.

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.

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
PJSC	-	Public Joint Stock Company

COUNTRY BREAKDOWN*

March 31, 2017 (unaudited)

52.7%	United States
6.7%	Germany
5.0%	Japan
3.9%	Denmark
3.6%	United Kingdom
3.0%	China
2.9%	Singapore
2.4%	South Africa
2.4%	Switzerland
2.4%	Finland
2.4%	Israel
2.3%	France
1.8%	Chile
1.8%	Taiwan
6.1%	Other
0.6%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2017. 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: Brazil, Hong Kong, Netherlands, Russia and Spain.

AB Global Core Equity Portfolio

March 31, 2017 (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, 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 March 31, 2017.

Investments in Securities	Level 1			Level 2			Level 3			Total
Assets:
Common Stocks:
Financials	$	35,265,906		$	22,869,542		$	– 0	–	$	58,135,448
Information Technology		27,452,580			14,050,901			– 0	–		41,503,481
Health Care		33,537,039			4,584,499			– 0	–		38,121,538
Industrials		15,070,931			18,018,348			– 0	–		33,089,279
Consumer Discretionary		28,482,783			4,456,485			– 0	–		32,939,268
Telecommunication Services		– 0	–		12,951,309			– 0	–		12,951,309
Utilities		4,767,231			7,959,487			– 0	–		12,726,718
Consumer Staples		6,001,843			5,988,236			– 0	–		11,990,079
Energy		7,837,391			2,870,170			– 0	–		10,707,561
Materials		– 0	–		7,997,616			– 0	–		7,997,616
Short-Term Investments:
Investment Companies		1,168,823			– 0	–		– 0	–		1,168,823
Time Deposits		– 0	–		274,887						274,887
Total Investments in Securities		159,584,527			102,021,480	†		– 0	–		261,606,007
Other Financial Instruments*		– 0	–		– 0	–		– 0	–		– 0	–
Total^	$	159,584,527		$	102,021,480		$	– 0	–	$	261,606,007

† 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 any 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 nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value March 31, 2017 (000)	Dividend Income (000)
$752	$	47,251	$	46,834	$1,169	$2

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 nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value March 31, 2017 (000)	Dividend Income (000)
$1,934	$	21,222	$	23,156	$0	$4

AB Cap Fund, Inc.

AB International Strategic Core Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 93.9%
Financials - 27.0%
Banks - 18.0%
Australia & New Zealand Banking Group Ltd.		7,120	$	172,878
Bank Hapoalim BM		31,539		192,204
BOC Hong Kong Holdings Ltd.		60,500		247,283
Danske Bank A/S		6,600		225,033
DBS Group Holdings Ltd.		26,300		364,305
DNB ASA		21,610		343,136
Mitsubishi UFJ Financial Group, Inc.		59,500		374,800
National Australia Bank Ltd.		13,270		337,886
Nordea Bank AB		19,640		224,070
Oversea-Chinese Banking Corp., Ltd.		24,200		168,093
Royal Bank of Canada		4,959		361,302
Seven Bank Ltd.		38,500		126,081
Sumitomo Mitsui Financial Group, Inc.		6,700		243,872
Swedbank AB-Class A		10,120		234,161
Toronto-Dominion Bank (The)		5,180		259,458
				3,874,562
Capital Markets - 3.2%
Euronext NV (a)		6,541		285,220
IG Group Holdings PLC		25,397		158,303
Thomson Reuters Corp.		5,786		250,218
				693,741
Diversified Financial Services - 1.0%
ORIX Corp.		14,400		213,733
Insurance - 4.8%
Direct Line Insurance Group PLC		71,510		311,128
Euler Hermes Group		1,890		173,559
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)		893		174,807
NN Group NV		3,230		104,901
Swiss Re AG		1,125		101,043
Tryg A/S		9,420		170,796
				1,036,234
				5,818,270
Information Technology - 17.2%
Internet Software & Services - 1.0%
Moneysupermarket.com Group PLC		53,807		222,614
IT Services - 3.3%
Amadeus IT Group SA-Class A		9,334		472,941
CGI Group, Inc.-Class A (b)		5,074		243,121
				716,062
Semiconductors & Semiconductor Equipment - 1.9%
SCREEN Holdings Co., Ltd.		3,600		265,646
Tokyo Electron Ltd.		1,300		142,320
				407,966
Software - 8.5%
Check Point Software Technologies Ltd. (b)		3,713		381,177
Constellation Software, Inc./Canada		333		163,639

Company	Shares		U.S. $ Value
Nice Ltd.		5,177	$	351,447
Oracle Corp. Japan		5,800		332,509
Sage Group PLC (The)		23,839		188,315
SAP SE		4,179		409,993
				1,827,080
Technology Hardware, Storage & Peripherals - 2.5%
Logitech International SA		11,200		355,924
Samsung Electronics Co., Ltd.		96		176,680
				532,604
				3,706,326
Industrials - 11.6%
Aerospace & Defense - 3.1%
BAE Systems PLC		20,260		163,056
QinetiQ Group PLC		47,612		166,311
Saab AB-Class B		7,886		332,740
				662,107
Airlines - 1.2%
Japan Airlines Co., Ltd.		8,300		263,524
Machinery - 0.9%
Kone Oyj - Class B		4,634		203,564
Professional Services - 5.4%
Experian PLC		19,652		400,925
RELX PLC		23,365		457,444
Wolters Kluwer NV		7,424		308,114
				1,166,483
Road & Rail - 1.0%
Central Japan Railway Co.		1,300		212,342
				2,508,020
Consumer Discretionary - 9.6%
Hotels, Restaurants & Leisure - 2.2%
Aristocrat Leisure Ltd.		25,924		355,847
Tabcorp Holdings Ltd.		34,036		123,512
				479,359
Household Durables - 0.8%
Fujitsu General Ltd.		9,000		178,787
Leisure Products - 1.8%
Bandai Namco Holdings, Inc.		12,600		377,693
Media - 2.8%
Informa PLC		27,412		224,062
UBM PLC		17,430		166,899
WPP PLC		9,945		217,985
				608,946
Textiles, Apparel & Luxury Goods - 2.0%
HUGO BOSS AG		3,800		277,109
Yue Yuen Industrial Holdings Ltd.		36,000		141,467

Company	Shares		U.S. $ Value
			$	418,576
				2,063,361
Consumer Staples - 8.7%
Beverages - 1.5%
Diageo PLC		5,780		165,512
Royal Unibrew A/S		3,443		145,005
				310,517
Food & Staples Retailing - 1.0%
Ain Holdings, Inc.		1,500		101,268
Loblaw Cos., Ltd.		2,254		122,306
				223,574
Food Products - 1.4%
Nestle SA (REG)		1,260		96,707
Salmar ASA		9,782		210,938
				307,645
Household Products - 1.4%
Reckitt Benckiser Group PLC		3,210		293,046
Tobacco - 3.4%
British American Tobacco PLC		7,261		481,739
Imperial Brands PLC		5,166		250,363
				732,102
				1,866,884
Health Care - 5.2%
Pharmaceuticals - 5.2%
Indivior PLC		24,270		97,991
Recordati SpA		7,164		242,804
Roche Holding AG		1,002		256,245
Sanofi		5,836		527,547
				1,124,587
Telecommunication Services - 5.0%
Diversified Telecommunication Services - 5.0%
Bezeq The Israeli Telecommunication Corp., Ltd.		88,609		159,137
Com Hem Holding AB		18,790		215,356
HKT Trust & HKT Ltd.-Class SS		194,000		251,128
Nippon Telegraph & Telephone Corp.		6,000		256,520
TDC A/S		36,270		186,800
				1,068,941
Materials - 4.3%
Chemicals - 2.6%
Covestro AG (a)		4,895		377,104
Nippon Shokubai Co., Ltd.		2,500		170,598
				547,702
Containers & Packaging - 1.7%
Amcor Ltd./Australia		32,099		369,215
				916,917

Company	Shares		U.S. $ Value
Energy - 3.6%
Oil, Gas & Consumable Fuels - 3.6%
Caltex Australia Ltd.		6,930	$	156,144
Royal Dutch Shell PLC-Class B		13,961		383,780
TOTAL SA		4,892		247,356
				787,280
Utilities - 1.1%
Electric Utilities - 1.1%
EDP-Energias de Portugal SA		34,780		117,597
Endesa SA		4,930		115,705
				233,302
Real Estate - 0.6%
Real Estate Management & Development - 0.6%
Sino Land Co., Ltd.		72,000		126,262
Total Common Stocks (cost $19,281,902)				20,220,150
INVESTMENT COMPANIES - 0.3%
Funds and Investment Trusts - 0.3% (c)
iShares MSCI Japan ETF		540		27,810
iShares MSCI United Kingdom ETF		870		28,318
Total Investment Companies (cost $52,776)				56,128
SHORT-TERM INVESTMENTS - 3.6%
Investment Companies - 3.6%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (c)(d) (cost $778,984)		778,984		778,984
Total Investments - 97.8% (cost $20,113,662) (e)				21,055,262
Other assets less liabilities - 2.2%				473,286
Net Assets - 100.0%			$	21,528,548

FUTURES

Type	Number of Contracts		Expiration Month		Original Value		Value at March 31, 2017		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Mini MSCI EAFE Futures		8		June 2017		$699,905	$	713,141	$	13,236

FORWARD CURRENCY EXCHANGE CONTRACTS

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		AUD	120		USD	92		4/18/17	$	282

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		AUD	296		USD	224		4/18/17	$	(2,068	)
Brown Brothers Harriman & Co.		CAD	1,545		USD	1,173		4/18/17		11,459
Brown Brothers Harriman & Co.		CHF	25		USD	25		4/18/17		(259	)
Brown Brothers Harriman & Co.		EUR	62		USD	66		4/18/17		84
Brown Brothers Harriman & Co.		EUR	72		USD	76		4/18/17		(623	)
Brown Brothers Harriman & Co.		GBP	26		USD	32		4/18/17		46
Brown Brothers Harriman & Co.		GBP	396		USD	488		4/18/17		(7,378	)
Brown Brothers Harriman & Co.		HKD	1,151		USD	149		4/18/17		347
Brown Brothers Harriman & Co.		ILS	2,626		USD	692		4/18/17		(33,445	)
Brown Brothers Harriman & Co.		JPY	6,193		USD	56		4/18/17		163
Brown Brothers Harriman & Co.		JPY	25,751		USD	228		4/18/17		(3,258	)
Brown Brothers Harriman & Co.		NOK	2,808		USD	331		4/18/17		3,655
Brown Brothers Harriman & Co.		SEK	737		USD	83		4/18/17		542
Brown Brothers Harriman & Co.		SEK	942		USD	105		4/18/17		(410	)
Brown Brothers Harriman & Co.		SGD	269		USD	188		4/18/17		(4,004	)
Brown Brothers Harriman & Co.		USD	310		AUD	416		4/18/17		8,129
Brown Brothers Harriman & Co.		USD	45		CAD	60		4/18/17		115
Brown Brothers Harriman & Co.		USD	592		CHF	596		4/18/17		3,048
Brown Brothers Harriman & Co.		USD	731		EUR	690		4/18/17		5,968
Brown Brothers Harriman & Co.		USD	365		EUR	340		4/18/17		(2,584	)
Brown Brothers Harriman & Co.		USD	459		GBP	373		4/18/17		7,647
Brown Brothers Harriman & Co.		USD	148		HKD	1,151		4/18/17		(271	)
Brown Brothers Harriman & Co.		USD	22		ILS	84		4/18/17		729
Brown Brothers Harriman & Co.		USD	1,630		JPY	186,804		4/18/17		48,568
Brown Brothers Harriman & Co.		USD	41		SEK	370		4/18/17		(165	)
Brown Brothers Harriman & Co.		CAD	361		USD	269		7/18/17		(2,442	)
Brown Brothers Harriman & Co.		GBP	85		USD	107		7/18/17		21
Brown Brothers Harriman & Co.		GBP	78		USD	96		7/18/17		(1,337	)
Brown Brothers Harriman & Co.		ILS	880		USD	242		7/18/17		(1,494	)
Brown Brothers Harriman & Co.		NOK	479		USD	56		7/18/17		307
Brown Brothers Harriman & Co.		NOK	311		USD	36		7/18/17		(47	)
Brown Brothers Harriman & Co.		SEK	2,292		USD	260		7/18/17		2,353
Brown Brothers Harriman & Co.		SEK	159		USD	18		7/18/17		(63	)
Brown Brothers Harriman & Co.		SGD	89		USD	64		7/18/17		168

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Brown Brothers Harriman & Co.		USD	262		CHF	262		7/18/17	$	1,667
Brown Brothers Harriman & Co.		USD	134		CHF	133		7/18/17		(497	)
Brown Brothers Harriman & Co.		USD	636		EUR	586		7/18/17		(7,636	)
Brown Brothers Harriman & Co.		USD	85		JPY	9,416		7/18/17		(389	)
JPMorgan Chase Bank, NA		KRW	59,420		USD	53		7/18/17		195
Nomura Global Financial Products, Inc.		KRW	115,658		USD	102		4/18/17		(1,566	)
									$	25,557

(a) 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 March 31, 2017, the aggregate market value of these securities amounted to $662,324 or 3.1% of net assets.

(b) Non-income producing security.

(c) To obtain a copy of the fund’s 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.

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

(e) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,136,678 and gross unrealized depreciation of investments was $(195,078), resulting in net unrealized appreciation of $941,600.

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.

Currency Abbreviations:

AUD	-	Australian Dollar
CAD	-	Canadian Dollar
CHF	-	Swiss Franc
EUR	-	Euro
GBP	-	Great British Pound
HKD	-	Hong Kong Dollar
ILS	-	Israeli Shekel
JPY	-	Japanese Yen
KRW	-	South Korean Won
NOK	-	Norwegian Krone
SEK	-	Swedish Krona
SGD	-	Singapore Dollar
USD	-	United States Dollar

Glossary:

EAFE	-	Europe, Australia, and Far East
ETF	-	Exchange Traded Fund
MSCI	-	Morgan Stanley Capital International
REG	-	Registered Shares

COUNTRY BREAKDOWN *

March 31, 2017 (unaudited)

18.8%	United Kingdom
15.6%	Japan
7.2%	Australia
5.9%	Germany
5.5%	Canada
5.2%	Israel
5.1%	Netherlands
4.8%	Sweden
4.5%	France
3.8%	Switzerland
3.6%	Hong Kong
3.5%	Denmark
2.8%	Spain
10.0%	Other
3.7%	Short-Term
100.0%	Total Investments

* All data are as of March 31, 2017. The Fund’s country breakdown is expressed as a percentage of total investments and may vary over time. “Other” country weightings represent 2.6% or less in the following countries: Finland, Italy, Norway, Portugal, Singapore, South Korea and United States.

AB International Strategic Core Portfolio

March 31, 2017 (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)

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.

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 March 31, 2017:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Financials

$

870,978

$

4,947,292

$

– 0

–

$

5,818,270

Information Technology

787,937

2,918,389

– 0

–

3,706,326

Industrials

– 0

–

2,508,020

– 0

–

2,508,020

Consumer Discretionary

– 0

–

2,063,361

– 0

–

2,063,361

Consumer Staples

267,311

1,599,573

– 0

–

1,866,884

Health Care

242,804

881,783

– 0

–

1,124,587

Telecommunication Services

466,484

602,457

– 0

–

1,068,941

Materials

– 0

–

916,917

– 0

–

916,917

Energy

– 0

–

787,280

– 0

–

787,280

Utilities

– 0

–

233,302

– 0

–

233,302

Real Estate

– 0

–

126,262

– 0

–

126,262

Investment Companies

56,128

– 0

–

– 0

–

56,128

Short-Term Investments:

Investment Companies

778,984

– 0

–

– 0

–

778,984

Total Investments in Securities

3,470,626

17,584,636

†

– 0

–

21,055,262

Other Financial Instruments*:

Assets

Futures

– 0

–

13,236

– 0

–

13,236

Forward Currency Exchange Contracts

– 0

–

95,493

– 0

–

95,493

Liabilities

Forward Currency Exchange Contracts

– 0

–

(69,936

)

– 0

–

(69,936

)

Total^

$

3,470,626

$

17,623,429

$

– 0

–

$

21,094,055

† 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 $58,655 was transferred from Level 2 to Level 1 due to the above mentioned foreign equity fair valuation by the third party vendor was not used during the reporting period. There were no transfers from Level 1 to Level 2 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 any 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 nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value March 31, 2017 (000)	Dividend Income (000)
$62	$10,830	$10,113	$779	$1

AB Cap Fund, Inc.

AB Select US Equity Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 95.9%
Information Technology - 20.7%
Communications Equipment - 1.6%
Cisco Systems, Inc.		134,043	$	4,530,653
Electronic Equipment, Instruments & Components - 0.3%
Cognex Corp.		3,347		280,981
Hollysys Automation Technologies Ltd.		12,197		206,495
Keyence Corp.		566		227,064
				714,540
Internet Software & Services - 5.7%
Alphabet, Inc.-Class C (a)		10,698		8,874,633
eBay, Inc. (a)		114,202		3,833,761
Facebook, Inc.-Class A (a)		25,439		3,613,610
				16,322,004
IT Services - 3.1%
Cognizant Technology Solutions Corp.-Class A (a)		50,619		3,012,843
PayPal Holdings, Inc. (a)		57,480		2,472,789
Visa, Inc.-Class A		37,095		3,296,633
				8,782,265
Semiconductors & Semiconductor Equipment - 1.7%
Broadcom Ltd.		11,845		2,593,581
Texas Instruments, Inc.		28,908		2,328,829
				4,922,410
Software - 4.1%
Microsoft Corp.		104,378		6,874,335
Oracle Corp.		70,774		3,157,228
Take-Two Interactive Software, Inc. (a)		29,879		1,770,929
				11,802,492
Technology Hardware, Storage & Peripherals - 4.2%
Apple, Inc.		67,323		9,671,622
Western Digital Corp.		26,938		2,223,193
				11,894,815
				58,969,179
Consumer Discretionary - 17.9%
Automobiles - 0.7%
General Motors Co.		60,387		2,135,284
Hotels, Restaurants & Leisure - 4.4%
McDonald’s Corp.		68,530		8,882,173
MGM Resorts International		83,994		2,301,436
Restaurant Brands International, Inc.		26,442		1,473,877
				12,657,486
Household Durables - 0.8%
Honest Co., Inc. (The) (Preference Shares) (a)(b)(c)		4,005		162,523
Lennar Corp.-Class A		43,457		2,224,564
				2,387,087

Company	Shares		U.S. $ Value
Internet & Direct Marketing Retail - 2.5%
Amazon.com, Inc. (a)		5,529	$	4,901,680
Priceline Group, Inc. (The) (a)		1,229		2,187,583
				7,089,263
Media - 6.9%
CBS Corp.-Class B		69,874		4,846,461
DISH Network Corp.-Class A (a)		24,609		1,562,425
Twenty-First Century Fox, Inc.-Class A		103,445		3,350,583
Viacom, Inc.-Class B		45,113		2,103,168
Walt Disney Co. (The)		67,941		7,703,830
				19,566,467
Specialty Retail - 2.6%
AutoZone, Inc. (a)		2,343		1,694,106
Lowe’s Cos., Inc.		67,975		5,588,225
				7,282,331
				51,117,918
Financials - 16.8%
Banks - 10.3%
Bank of America Corp.		131,328		3,098,028
Citigroup, Inc.		126,178		7,547,968
JPMorgan Chase & Co.		81,857		7,190,319
US Bancorp		108,467		5,586,050
Wells Fargo & Co.		105,286		5,860,219
				29,282,584
Capital Markets - 3.9%
Goldman Sachs Group, Inc. (The)		38,881		8,931,743
KKR & Co. LP		119,631		2,180,873
				11,112,616
Consumer Finance - 0.7%
Synchrony Financial		63,057		2,162,855
Diversified Financial Services - 1.9%
Berkshire Hathaway, Inc.-Class B (a)		32,885		5,481,272
				48,039,327
Industrials - 14.2%
Aerospace & Defense - 4.3%
Northrop Grumman Corp.		50,923		12,111,526
Airlines - 0.9%
Delta Air Lines, Inc.		55,262		2,539,842
Electrical Equipment - 0.2%
ABB Ltd. (REG) (a)		8,161		191,013
Emerson Electric Co.		3,406		203,883
Rockwell Automation, Inc.		1,207		187,942
				582,838
Industrial Conglomerates - 4.2%
Honeywell International, Inc.		96,224		12,015,491

Company	Shares		U.S. $ Value
Machinery - 0.2%
FANUC Corp.		1,120	$	230,576
SMC Corp./Japan		875		259,406
				489,982
Road & Rail - 4.4%
Norfolk Southern Corp.		81,884		9,168,551
Union Pacific Corp.		32,589		3,451,827
				12,620,378
				40,360,057
Health Care - 11.6%
Health Care Equipment & Supplies - 1.9%
CR Bard, Inc.		8,857		2,201,319
Zimmer Biomet Holdings, Inc.		26,246		3,204,899
				5,406,218
Health Care Providers & Services - 2.8%
Aetna, Inc.		38,914		4,963,481
UnitedHealth Group, Inc.		17,651		2,894,940
				7,858,421
Pharmaceuticals - 6.9%
Eli Lilly & Co.		40,543		3,410,072
Johnson & Johnson		79,554		9,908,451
Pfizer, Inc.		124,637		4,263,832
Zoetis, Inc.		41,239		2,200,925
				19,783,280
				33,047,919
Consumer Staples - 6.1%
Food & Staples Retailing - 1.3%
CVS Health Corp.		25,542		2,005,047
Kroger Co. (The)		62,168		1,833,334
				3,838,381
Food Products - 3.6%
Campbell Soup Co.		67,708		3,875,606
Hershey Co. (The)		21,388		2,336,639
Kraft Heinz Co. (The)		19,618		1,781,511
Mondelez International, Inc.-Class A		53,326		2,297,284
				10,291,040
Personal Products - 0.5%
Estee Lauder Cos., Inc. (The)-Class A		15,274		1,295,082
Tobacco - 0.7%
Altria Group, Inc.		28,860		2,061,181
				17,485,684
Utilities - 2.6%
Electric Utilities - 2.6%
NextEra Energy, Inc.		57,377		7,365,485

Company	Shares			U.S. $ Value
Energy - 2.5%
Oil, Gas & Consumable Fuels - 2.5%
Chevron Corp.		23,991		$	2,575,914
EOG Resources, Inc.		24,306			2,371,050
Occidental Petroleum Corp.		33,008			2,091,387
					7,038,351
Real Estate - 2.1%
Equity Real Estate Investment Trusts (REITs) - 2.1%
Crown Castle International Corp.		63,627			6,009,570
Telecommunication Services - 0.7%
Wireless Telecommunication Services - 0.7%
T-Mobile US, Inc. (a)		31,830			2,055,900
Materials - 0.7%
Containers & Packaging - 0.7%
Berry Plastics Group, Inc. (a)		39,221			1,904,964
Total Common Stocks (cost $237,387,566)					273,394,354
INVESTMENT COMPANIES - 2.2%
Funds and Investment Trusts - 2.2% (d)
iShares Nasdaq Biotechnology ETF (cost $5,618,501)		20,810			6,102,949
SHORT-TERM INVESTMENTS - 2.3%
Investment Companies - 2.1%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (d)(e) (cost $5,867,577)		5,867,577			5,867,577
	Principal Amount (000)
Time Deposits - 0.2%
BBH, Grand Cayman
(1.45)%, 4/03/17	CHF	147			146,562
0.05%, 4/03/17	CAD	0	*		7
0.05%, 4/03/17	GBP	0	*		4
Sumitomo, Tokyo
(0.27)%, 4/03/17	JPY	56,616			508,541
Total Time Deposits (cost $658,045)					655,114
Total Short-Term Investments (cost $6,525,622)					6,522,691
Total Investments - 100.4% (cost $249,531,689) (f)					286,019,994
Other assets less liabilities - (0.4)%					(1,000,118	)
Net Assets - 100.0%				$	285,019,876

* Principal amount less than 500.

(a) Non-income producing security.

(b) Fair valued by the Adviser.

(c) Illiquid security.

(d) To obtain a copy of the fund’s 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.

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

(f) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $37,870,965 and gross unrealized depreciation of investments was $(1,382,660), resulting in net unrealized appreciation of $36,488,305.

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.

Currency Abbreviations:

CAD	-	Canadian Dollar
CHF	-	Swiss Franc
GBP	-	Great British Pound
JPY	-	Japanese Yen

Glossary:

ETF	-	Exchange Traded Fund
REG	-	Registered Shares

AB Select US Equity Portfolio

March 31, 2017 (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 March 31, 2017:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

58,742,115

$

227,064

$

– 0

–

$

58,969,179

Consumer Discretionary

50,955,395

– 0

–

162,523

51,117,918

Financials

48,039,327

– 0

–

– 0

–

48,039,327

Industrials

39,679,062

680,995

– 0

–

40,360,057

Health Care

33,047,919

– 0

–

– 0

–

33,047,919

Consumer Staples

17,485,684

– 0

–

– 0

–

17,485,684

Utilities

7,365,485

– 0

–

– 0

–

7,365,485

Energy

7,038,351

– 0

–

– 0

–

7,038,351

Real Estate

6,009,570

– 0

–

– 0

–

6,009,570

Telecommunication Services

2,055,900

– 0

–

– 0

–

2,055,900

Materials

1,904,964

– 0

–

– 0

–

1,904,964

Investment Companies

6,102,949

– 0

–

– 0

–

6,102,949

Short-Term Investments:

Investment Companies

5,867,577

– 0

–

– 0

–

5,867,577

Time Deposits

– 0

–

655,114

– 0

–

655,114

Total Investments in Securities

284,294,298

1,563,173

162,523

286,019,994

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total^

$

284,294,298

$

1,563,173

$

162,523

$

286,019,994

* 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		(17,462	)		(17,462	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers into Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–
Balance as of 3/31/17	$	162,523		$	162,523
Net change in unrealized appreciation/depreciation from investments held as of 3/31/17	$	(17,462	)	$	(17,462	)

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 any 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 nine months ended March 31, 2017 is as follows:

Market Value June 30, 2016 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value March 31,  2017 (000)	Dividend Income (000)
$9,588	$134,834	$138,554	$5,868	$23

AB Cap Fund, Inc.

AB Select US Long/Short Portfolio

Portfolio of Investments

March 31, 2017 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 64.1%
Information Technology - 14.1%
Communications Equipment - 1.1%
Cisco Systems, Inc.		298,625	$	10,093,525
Electronic Equipment, Instruments & Components - 0.2%
Cognex Corp.		7,457		626,015
Hollysys Automation Technologies Ltd.		27,173		460,039
Keyence Corp.		1,254		503,071
				1,589,125
Internet Software & Services - 4.2%
Alibaba Group Holding Ltd. (Sponsored ADR) (a)		10,372		1,118,413
Alphabet, Inc.-Class C (a)		23,839		19,775,881
eBay, Inc. (a)		254,387		8,539,771
Facebook, Inc.-Class A (a)		56,673		8,050,399
Pandora Media, Inc. (a)		123,991		1,464,334
Yelp, Inc. (a)		22,985		752,759
				39,701,557
IT Services - 2.0%
Cognizant Technology Solutions Corp.-Class A (a)		112,676		6,706,476
PayPal Holdings, Inc. (a)		128,060		5,509,141
Visa, Inc.-Class A		82,640		7,344,217
				19,559,834
Semiconductors & Semiconductor Equipment - 1.1%
Broadcom Ltd.		26,393		5,779,011
Texas Instruments, Inc.		64,407		5,188,628
				10,967,639
Software - 2.7%
Microsoft Corp.		232,535		15,314,755
Oracle Corp.		157,613		7,031,116
Take-Two Interactive Software, Inc. (a)		66,569		3,945,545
				26,291,416
Technology Hardware, Storage & Peripherals - 2.8%
Apple, Inc.		149,948		21,541,529
Western Digital Corp.		59,924		4,945,528
				26,487,057
				134,690,153
Consumer Discretionary - 12.4%
Automobiles - 0.5%
General Motors Co.		134,416		4,752,950
Hotels, Restaurants & Leisure - 3.0%
McDonald’s Corp.		152,573		19,774,986
MGM Resorts International		187,047		5,125,088
Restaurant Brands International, Inc.		58,915		3,283,922
Wynn Resorts Ltd.		6,659		763,188
				28,947,184

Company	Shares		U.S. $ Value
Household Durables - 0.6%
Honest Co. (The) (a)(b)(c)		20,767	$	842,725
Lennar Corp.-Class A		96,795		4,954,936
				5,797,661
Internet & Direct Marketing Retail - 1.7%
Amazon.com, Inc. (a)		12,313		10,915,967
Priceline Group, Inc. (The) (a)		2,738		4,873,558
				15,789,525
Media - 4.9%
CBS Corp.-Class B		155,667		10,797,063
Cinemark Holdings, Inc.		18,169		805,613
DISH Network Corp.-Class A (a)		54,827		3,480,966
Manchester United PLC-Class A (d)		142,092		2,401,355
Twenty-First Century Fox, Inc.-Class A		230,218		7,456,761
Viacom, Inc.-Class B		100,514		4,685,963
Walt Disney Co. (The)		151,259		17,151,258
				46,778,979
Specialty Retail - 1.7%
AutoZone, Inc. (a)		5,225		3,777,936
Lowe’s Cos., Inc.		151,440		12,449,883
				16,227,819
				118,294,118
Financials - 10.7%
Banks - 6.8%
Bank of America Corp.		291,777		6,883,019
Citigroup, Inc.		281,101		16,815,462
JPMorgan Chase & Co.		182,354		16,017,975
US Bancorp		241,525		12,438,538
Wells Fargo & Co.		234,512		13,052,938
				65,207,932
Capital Markets - 2.1%
Goldman Sachs Group, Inc. (The)		86,616		19,897,428
Consumer Finance - 0.5%
Synchrony Financial		140,478		4,818,395
Diversified Financial Services - 1.3%
Berkshire Hathaway, Inc.-Class B (a)		73,266		12,211,977
				102,135,732
Industrials - 9.4%
Aerospace & Defense - 2.8%
Northrop Grumman Corp.		113,446		26,981,997
Airlines - 0.6%
Delta Air Lines, Inc.		123,112		5,658,228
Electrical Equipment - 0.1%
ABB Ltd. (REG)		18,179		425,489
Emerson Electric Co.		7,591		454,397

Company	Shares		U.S. $ Value
Rockwell Automation, Inc.		2,689	$	418,704
				1,298,590
Industrial Conglomerates - 2.8%
Honeywell International, Inc.		214,373		26,768,756
Machinery - 0.1%
FANUC Corp.		2,453		505,002
SMC Corp./Japan		1,915		567,730
				1,072,732
Road & Rail - 3.0%
Norfolk Southern Corp.		182,405		20,423,888
Union Pacific Corp.		72,556		7,685,131
				28,109,019
				89,889,322
Health Care - 7.7%
Health Care Equipment & Supplies - 1.3%
CR Bard, Inc.		19,736		4,905,186
Zimmer Biomet Holdings, Inc.		58,467		7,139,405
				12,044,591
Health Care Providers & Services - 1.8%
Aetna, Inc.		86,697		11,058,202
UnitedHealth Group, Inc.		39,321		6,449,037
				17,507,239
Pharmaceuticals - 4.6%
Eli Lilly & Co.		90,276		7,593,114
Johnson & Johnson		177,229		22,073,872
Pfizer, Inc.		277,674		9,499,228
Zoetis, Inc.		91,871		4,903,155
				44,069,369
				73,621,199
Consumer Staples - 4.1%
Food & Staples Retailing - 0.9%
CVS Health Corp.		56,905		4,467,042
Kroger Co. (The)		138,449		4,082,861
				8,549,903
Food Products - 2.4%
Campbell Soup Co.		150,847		8,634,482
Hershey Co. (The)		47,656		5,206,418
Kraft Heinz Co. (The)		43,709		3,969,214
Mondelez International, Inc.-Class A		118,799		5,117,861
				22,927,975
Personal Products - 0.3%
Estee Lauder Cos., Inc. (The)-Class A		33,997		2,882,606
Tobacco - 0.5%
Altria Group, Inc.		64,299		4,592,235
				38,952,719

Company		Shares		U.S. $ Value
Energy - 1.7%
Oil, Gas & Consumable Fuels - 1.7%
Chevron Corp.			53,403	$	5,733,880
ConocoPhillips			16,513		823,503
EOG Resources, Inc.			54,138		5,281,162
Occidental Petroleum Corp.			73,395		4,650,307
					16,488,852
Utilities - 1.7%
Electric Utilities - 1.7%
NextEra Energy, Inc.			127,821		16,408,382
Real Estate - 1.4%
Equity Real Estate Investment Trusts (REITs) - 1.4%
Crown Castle International Corp.			141,751		13,388,382
Telecommunication Services - 0.5%
Wireless Telecommunication Services - 0.5%
T-Mobile US, Inc. (a)			70,913		4,580,271
Materials - 0.4%
Containers & Packaging - 0.4%
Berry Plastics Group, Inc. (a)			87,376		4,243,852
Total Common Stocks (cost $596,108,117)					612,692,982
INVESTMENT COMPANIES - 1.4%
Funds and Investment Trusts - 1.4% (e)
iShares Nasdaq Biotechnology ETF (d) (cost $12,962,589)			46,364		13,597,170
SHORT-TERM INVESTMENTS - 34.9%
Investment Companies - 34.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (e)(f) (cost $328,088,936)			328,088,936		328,088,936
		Principal Amount (000)
U.S. Treasury Bills - 0.5%
U.S. Treasury Bill Zero Coupon, 5/18/17 (g) (cost $4,996,625)	U.S.$		5,000		4,996,625
Total Short-Term Investments (cost $333,085,561)					333,085,561

Company	Shares			U.S. $ Value
Total Investments Before Security Lending Collateral for Securities Loaned - 100.4% (cost $942,156,267)				$	959,375,713
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 1.4%
Investment Companies - 1.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.54% (e)(f) (cost $13,308,067)		13,308,067			13,308,067
Total Investments Before Securities Sold Short - 101.8% (cost $955,464,334)					972,683,780
SECURITIES SOLD SHORT - (12.9)%
INVESTMENT COMPANIES - (11.5)%
Funds and Investment Trusts - (11.5)% (e)
iShares PHLX Semiconductor ETF		(11,978	)		(1,639,668	)
SPDR S&P 500 ETF Trust		(458,938	)		(108,190,044	)
Total Investment Companies (proceeds $109,289,120)					(109,829,712	)
COMMON STOCKS - (1.4)%
Real Estate - (0.1)%
Equity Real Estate Investment Trusts (REITs) - (0.1)%
Iron Mountain, Inc.		(21,399	)		(763,302	)
Information Technology - (0.2)%
Internet Software & Services - 0.0%
Akamai Technologies, Inc. (a)		(7,334	)		(437,840	)
IT Services - (0.1)%
Broadridge Financial Solutions, Inc.		(15,567	)		(1,057,778	)
Software - (0.1)%
SS&C Technologies Holdings, Inc.		(13,438	)		(475,705	)
					(1,971,323	)
Health Care - (0.3)%
Health Care Providers & Services - (0.2)%
HCA Holdings, Inc. (a)		(8,802	)		(783,290	)
McKesson Corp.		(7,887	)		(1,169,327	)
					(1,952,617	)
Health Care Technology - (0.1)%
Cerner Corp. (a)		(12,523	)		(736,978	)
					(2,689,595	)
Consumer Discretionary - (0.3)%
Automobiles - 0.0%
Tesla, Inc. (a)		(2,041	)		(568,010	)
Hotels, Restaurants & Leisure - (0.1)%
Papa John’s International, Inc.		(9,841	)		(787,674	)
Internet & Direct Marketing Retail - (0.1)%
JD.com, Inc. (ADR) (a)		(24,905	)		(774,795	)

Company	Shares			U.S. $ Value
Media - (0.1)%
Omnicom Group, Inc.		(8,901	)	$	(767,355	)
Textiles, Apparel & Luxury Goods - 0.0%
Under Armour, Inc.-Class A (a)		(27,496	)		(543,871	)
					(3,441,705	)
Industrials - (0.5)%
Aerospace & Defense - (0.2)%
Lockheed Martin Corp.		(5,632	)		(1,507,960	)
Commercial Services & Supplies - (0.1)%
Stericycle, Inc. (a)		(9,693	)		(803,453	)
Road & Rail - (0.2)%
CSX Corp.		(48,422	)		(2,263,404	)
					(4,574,817	)
Total Common Stocks (proceeds $12,927,560)					(13,440,742	)
Total Securities Sold Short (proceeds $122,216,680)					(123,270,454	)
Total Investments, Net of Securities Sold Short - 88.9% (cost $833,247,654) (h)					849,413,326
Other assets less liabilities - 11.1%					105,796,768
Net Assets - 100.0%				$	955,210,094

CALL OPTIONS WRITTEN

Description	Contracts		Exercise Price		Expiration Month	Premiums Received		U.S. $ Value
S&P 500 Index (i)		132	$	2,350.00	April 2017	$	571,774	$	(351,780	)

TOTAL RETURN SWAPS

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Morgan Stanley Capital Services LLC
KKR & Co. LP		86,046	FedFundEffective Plus 0.30%	USD	1,468		1/11/19	$	97,911
KKR & Co. LP		59,955	FedFundEffective Plus 0.30%		1,022		1/11/19		68,859
KKR & Co. LP		16,582	FedFundEffective Plus 0.30%		291		1/11/19		10,498
KKR & Co. LP		6,027	FedFundEffective Plus 0.30%		104		1/11/19		5,969
KKR & Co. LP		20,303	FedFundEffective Plus 0.35%		365		1/11/19		5,078
KKR & Co. LP		23,916	FedFundEffective Plus 0.30%		432		1/11/19		3,801
KKR & Co. LP		19,707	FedFundEffective Plus 0.35%		355		1/11/19		3,589

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received		Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
KKR & Co. LP		7,617		FedFundEffective Plus 0.35%	USD	136		1/11/19	$	3,147
KKR & Co. LP		5,547		FedFundEffective Plus 0.35%		98		1/11/19		2,767
KKR & Co. LP		2,468		FedFundEffective Plus 0.30%		42		1/11/19		2,563
KKR & Co. LP		4,558		FedFundEffective Plus 0.30%		81		1/11/19		1,828
KKR & Co. LP		9,857		FedFundEffective Plus 0.35%		179		1/11/19		714
KKR & Co. LP		3,939		FedFundEffective Plus 0.30%		72		1/11/19		(434	)
									$	206,290

(a) Non-income producing security.

(b) Fair valued by the Adviser.

(c) Illiquid security.

(d) Represents entire or partial securities out on loan.

(e) To obtain a copy of the fund’s 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.

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

(g) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

(h) As of March 31, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $24,555,771 and gross unrealized depreciation of investments was $(8,390,099), resulting in net unrealized appreciation of $16,165,672.

(i) One contract relates to 100 shares.

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
FedFundEffective	-	Federal Funds Effective Rate
REG	-	Registered Shares
SPDR	-	Standard & Poor’s Depository Receipt

AB Cap Fund, Inc.

AB Select US Long/Short Portfolio

March 31, 2017 (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.

Options are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option depends upon the contractual terms of, and specific risks inherent in, the option as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options generally will be classified as Level 2. For options that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2017:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

134,187,082

$

503,071

$

– 0

–

$

134,690,153

Consumer Discretionary

117,451,393

– 0

–

842,725

118,294,118

Financials

102,135,732

– 0

–

– 0

–

102,135,732

Industrials

88,391,101

1,498,221

– 0

–

89,889,322

Health Care

73,621,199

– 0

–

– 0

–

73,621,199

Consumer Staples

38,952,719

– 0

–

– 0

–

38,952,719

Energy

16,488,852

– 0

–

– 0

–

16,488,852

Utilities

16,408,382

– 0

–

– 0

–

16,408,382

Real Estate

13,388,382

– 0

–

– 0

–

13,388,382

Telecommunication Services

4,580,271

– 0

–

– 0

–

4,580,271

Materials

4,243,852

– 0

–

– 0

–

4,243,852

Investment Companies

13,597,170

– 0

–

– 0

–

13,597,170

Short-Term Investments:

Investment Companies

328,088,936

– 0

–

– 0

–

328,088,936

U.S. Treasury Bills

– 0

–

4,996,625

– 0

–

4,996,625

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

13,308,067

– 0

–

– 0

–

13,308,067

Liabilities:

Investment Companies

(109,829,712

)

– 0

–

– 0

–

(109,829,712

)

Common Stocks (a)

(13,440,742

)

– 0

–

– 0

–

(13,440,742

)

Total Investments in Securities

841,572,684

6,997,917

842,725

849,413,326

Other Financial Instruments (b):

Assets:

Total Return Swaps

– 0

–

206,724

– 0

–

206,724

Liabilities:

Call Options Written

– 0

–

(351,780

)

– 0

–

(351,780

)

Total Return Swaps

– 0

–

(434

)

– 0

–

(434

)

Total (c)

$

841,572,684

$

6,852,427

$

842,725

$

849,267,836

(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. Other financial instruments may also include options written which are valued at market value.

(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 6/30/16	$	933,269		$	933,269
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(90,544	)		(90,544	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–
Balance as of 3/31/17	$	842,725		$	842,725
Net change in unrealized appreciation/depreciation from investments held as of 3/31/17	$	(90,544	)	$	(90,544	)

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 any 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 comparison 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 nine months ended March 31, 2017 is as follows:

Market Value 6/30/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 3/31/17 (000)	Dividend Income (000)
$411,826	$390,512	$474,249	$328,089	$966

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 nine months ended March 31, 2017 is as follows:

Market Value 6/30/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 3/31/17 (000)	Dividend Income (000)
$0	$144,851	$131,543	$13,308	$24

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: May 24, 2017

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: May 24, 2017

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

Date: May 24, 2017