AB Cap Fund, Inc.

N-Q 1 d393382dnq.htm AB CAP FUND, INC. AB Cap Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01716

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: July 31, 2017

Date of reporting period: April 30, 2017

ITEM 1.

SCHEDULE OF INVESTMENTS.

AB Multi-Manager Select Retirement Allocation Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.1%
Funds and Investment Trusts - 99.1% (a)
AB All Market Real Return Portfolio-Class Z		29,787	$	249,015
AB Bond Inflation Strategy Portfolio-Class Z		56,321		608,825
AB Concentrated Growth Portfolio-Class Z (b)		3,242		103,260
AB Global Bond Fund, Inc.-Class Z		23,592		199,118
AB Global Real Estate Investment Fund II-Class I		32,775		348,731
AB High Income Fund, Inc.-Class Z		28,432		253,902
AB Intermediate Bond Portfolio-Class Z		73,289		812,773
AB Relative Value Fund-Class Z		69,667		406,857
AB Unconstrained Bond Fund, Inc.-Class Z		34,501		300,156
AQR International Defensive Style Fund-Class R6		24,810		303,422
AQR Large Cap Defensive Style Fund-Class R6		23,449		403,558
AQR Long-Short Equity Fund-Class R6		14,856		203,682
AQR Risk-Balanced Commodities Fund-Class R6		23,435		146,705
AQR Style Premia Alternative Fund-Class R6		14,721		147,356
Franklin Growth Fund-Class R6		1,212		102,317
Franklin Low Duration Total Return Fund-Class R6		112,317		1,114,188
iShares Russell 2000 ETF		493		68,557
Metropolitan West Total Return Bond Fund		70,973		709,728
MFS Institutional International Equity Fund		2,983		67,865
MFS Value Fund-Class R5		2,622		99,008
T. Rowe Price Dividend Growth Fund, Inc.		7,785		307,906
T. Rowe Price Emerging Markets Stock Fund		2,815		103,690
T. Rowe Price Inflation Protected Bond Fund, Inc.		51,106		609,694
T. Rowe Price Institutional Long Duration Credit Fund		29,470		305,305
T. Rowe Price International Funds-International Discovery Fund		1,667		101,678
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		2,150		99,549
Templeton Global Bond Fund-Class R6		12,020		148,086
Vanguard FTSE Developed Markets ETF		8,539		343,012
Vanguard FTSE Emerging Markets ETF		2,480		100,043
Vanguard Short-Term Bond ETF		8,490		678,691
Vanguard Total Bond Market ETF		5,853		477,312
WisdomTree Europe Hedged Equity Fund		2,339		151,661

Total Investment Companies (cost $9,768,601)				10,075,650

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(c) (cost $50,050)		50,050		50,050

Total Investments - 99.6% (cost $9,818,651) (d)				10,125,700
Other assets less liabilities - 0.4%				40,686

Net Assets - 100.0%			$	10,166,386

(a)

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.

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $326,016 and gross unrealized depreciation of investments was $(18,967), resulting in net unrealized appreciation of $307,049.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select Retirement Allocation Fund

April 30, 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 April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

10,075,650

– 0

–

– 0

–

10,075,650

Short-Term Investments

50,050

– 0

–

– 0

–

50,050

Total (a)

10,125,700

– 0

–

– 0

–

10,125,700

(a)

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

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

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

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	287	$	43		$	84	$	6		$	(3	)	$	249	$	7		$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		576		83			49		2			(3	)		609		10			– 0	–
AB Concentrated Growth Portfolio-Class Z		101		– 0	–*		11		– 0	–*		13			103		– 0	–		– 0	–*
AB Fixed Income Shares, Inc.- Government STIF Portfolio		101		1,979			2,030		– 0	–		– 0	–*		50		– 0	–*		– 0	–
AB Global Bond Fund, Inc.- Class Z		191		21			9		– 0	–*		(4	)		199		5			– 0	–
AB Global Real Estate Investment Fund II-Class I		392		86			98		– 0	–*		(31	)		349		13			– 0	–
AB High Income Fund, Inc.- Class Z		219		75			49		2			7			254		11			– 0	–
AB Intermediate Bond Portfolio-Class Z		771		132			72		1			(19	)		813		17			– 0	–*
AB Relative Value Fund-Class Z		381		54			45		1			16			407		11			14
AB Unconstrained Bond Fund, Inc.- Class Z		288		35			30		– 0	–*		7			300		9			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2010 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 100.0%
Funds and Investment Trusts - 100.0% (a)
AB All Market Real Return Portfolio-Class Z		46,407	$	387,967
AB Bond Inflation Strategy Portfolio-Class Z		96,559		1,043,799
AB Global Bond Fund, Inc.-Class Z		61,866		522,151
AB Global Real Estate Investment Fund II-Class I		48,322		514,151
AB High Income Fund, Inc.-Class Z		33,322		297,566
AB Intermediate Bond Portfolio-Class Z		70,492		781,760
AB Relative Value Fund-Class Z		90,053		525,910
AB Unconstrained Bond Fund, Inc.-Class Z		30,418		264,639
AQR International Defensive Style Fund-Class R6		32,406		396,326
AQR Large Cap Defensive Style Fund-Class R6		30,641		527,323
AQR Long-Short Equity Fund-Class R6		19,181		262,970
AQR Risk-Balanced Commodities Fund-Class R6		40,887		255,954
AQR Style Premia Alternative Fund-Class R6		38,886		389,246
Franklin Growth Fund-Class R6		3,133		264,618
Franklin Low Duration Total Return Fund-Class R6		36,321		360,303
iShares Core S&P 500 ETF		3,109		744,792
iShares Russell 2000 ETF		948		131,829
Metropolitan West Total Return Bond Fund		118,101		1,181,005
MFS Institutional International Equity Fund		3,832		87,177
MFS Value Fund-Class R5		3,549		134,013
T. Rowe Price Dividend Growth Fund, Inc.		13,368		528,714
T. Rowe Price Emerging Markets Stock Fund		7,241		266,753
T. Rowe Price Inflation Protected Bond Fund, Inc.		65,782		784,783
T. Rowe Price Institutional Long Duration Credit Fund		25,220		261,276
T. Rowe Price International Funds-International Discovery Fund		2,190		133,564
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		2,843		131,655
Templeton Global Bond Fund-Class R6		13,247		163,198
Vanguard FTSE Developed Markets ETF		14,302		574,511
Vanguard FTSE Emerging Markets ETF		3,324		134,090
Vanguard Total Bond Market ETF		10,066		820,882
WisdomTree Europe Hedged Equity Fund		3,027		196,271

Total Investment Companies (cost $12,551,027)				13,069,196

SHORT-TERM INVESTMENTS - 0.1%
Investment Companies - 0.1%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(b) (cost $8,891)		8,891		8,891

Total Investments - 100.1% (cost $12,559,918) (c)				13,078,087
Other assets less liabilities - (0.1)%				(11,169	)

Net Assets - 100.0%			$	13,066,918

(a)

(b)

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

(c)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $552,696 and gross unrealized depreciation of investments was $(34,527), resulting in net unrealized appreciation of $518,169.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2010 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

13,069,196

– 0

–

– 0

–

13,069,196

Short-Term Investments

8,891

– 0

–

– 0

–

8,891

Total (a)

13,078,087

– 0

–

– 0

–

13,078,087

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


															Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	458	$	50	$	126	$	10		$	(4	)	$	388	$	12		$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		1,223		147		319		11			(18	)		1,044		20			– 0	–
AB Fixed Income Shares, Inc.- Government STIF Portfolio		164		3,032		3,187		– 0	–		– 0	–		9		– 0	–*		– 0	–
AB Global Bond Fund, Inc.-Class Z		608		63		136		1			(14	)		522		15			– 0	–
AB Global Real Estate Investment Fund II-Class I		623		109		170		4			(52	)		514		19			– 0	–
AB High Income Fund, Inc.-Class Z		348		71		134		5			8			298		14			– 0	–
AB Intermediate Bond Portfolio-Class Z		919		110		224		1			(24	)		782		19			– 0	–*
AB Relative Value Fund-Class Z		605		96		204		10			19			526		15			19
AB Unconstrained Bond Fund, Inc.- Class Z		305		37		83		1			5			265		9			– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2015 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.8%
Funds and Investment Trusts - 99.8% (a)
AB All Market Real Return Portfolio-Class Z		140,591	$	1,175,342
AB Bond Inflation Strategy Portfolio-Class Z		297,661		3,217,714
AB Discovery Value Fund-Class Z		18,301		397,135
AB Global Bond Fund, Inc.-Class Z		189,316		1,597,827
AB Global Real Estate Investment Fund II-Class I		146,999		1,564,065
AB High Income Fund, Inc.-Class Z		179,795		1,605,571
AB Intermediate Bond Portfolio-Class Z		179,875		1,994,818
AB Relative Value Fund-Class Z		205,971		1,202,868
AB Unconstrained Bond Fund, Inc.-Class Z		92,216		802,277
AQR International Defensive Style Fund-Class R6		98,848		1,208,915
AQR Large Cap Defensive Style Fund-Class R6		92,951		1,599,691
AQR Long-Short Equity Fund-Class R6		88,893		1,218,728
AQR Risk-Balanced Commodities Fund-Class R6		191,939		1,201,539
AQR Style Premia Alternative Fund-Class R6		117,867		1,179,850
Franklin Growth Fund-Class R6		9,691		818,434
Franklin Low Duration Total Return Fund-Class R6		40,081		397,603
iShares Core S&P 500 ETF		11,194		2,681,635
iShares Russell 2000 ETF		2,985		415,094
Metropolitan West Total Return Bond Fund		200,949		2,009,486
MFS Institutional International Equity Fund		30,002		682,532
MFS Value Fund-Class R5		21,466		810,562
T. Rowe Price Dividend Growth Fund, Inc.		40,577		1,604,817
T. Rowe Price Emerging Markets Stock Fund		32,687		1,204,177
T. Rowe Price Inflation Protected Bond Fund, Inc.		236,330		2,819,421
T. Rowe Price Institutional Long Duration Credit Fund		76,355		791,032
T. Rowe Price International Funds-International Discovery Fund		6,771		413,025
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		9,032		418,268
Templeton Global Bond Fund-Class R6		32,120		395,721
Vanguard FTSE Developed Markets ETF		53,758		2,159,459
Vanguard FTSE Emerging Markets ETF		9,917		400,052
Vanguard Total Bond Market ETF		17,047		1,390,183
WisdomTree Europe Hedged Equity Fund		9,269		601,002

Total Investments - 99.8% (cost $37,958,033) (b)				39,978,843
Other assets less liabilities – 0.2%				60,259

Net Assets – 100.0%			$	40,039,102

(a)

(b)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $2,138,944 and gross unrealized depreciation of investments was $(118,134), resulting in net unrealized appreciation of $2,020,810.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2015 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

39,978,843

– 0

–

– 0

–

39,978,843

Total (a)

39,978,843

– 0

–

– 0

–

39,978,843

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)			Income (000)		Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	1,379	$	101	$	318	$	21		$	(8	)	$	1,175		$	34	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		3,273		710		762		27			(30	)		3,218			55		– 0	–
AB Discovery Value Fund		492		16		157		19			27			397			2		14
AB Fixed Income Shares, Inc.-Government STIF Portfolio		366		5,030		5,397		– 0	–		1			– 0	–		354		– 0	–
AB Global Bond Fund, Inc.-Class Z		1,872		125		363		5			(41	)		1,598			46		– 0	–
AB Global Real Estate Investment Fund II-Class I		1,920		261		473		17			(161	)		1,564			61		– 0	–
AB High Income Fund, Inc.-Class Z		1,985		105		553		20			49			1,606			82		– 0	–
AB Intermediate Bond Portfolio-Class Z		2,346		157		453		4			(59	)		1,995			49		1
AB Relative Value Fund-Class Z		1,391		130		374		19			37			1,203			37		47
AB Unconstrained Bond Fund, Inc.-Class Z		948		49		214		1			18			802			27		– 0	–

*	Amount less than $500.

AB Multi-Manager Select 2020 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 100.3%
Funds and Investment Trusts - 100.3% (a)
AB All Market Real Return Portfolio-Class Z		337,051	$	2,817,744
AB Bond Inflation Strategy Portfolio-Class Z		531,233		5,742,629
AB Discovery Value Fund-Class Z		44,398		963,425
AB Global Bond Fund, Inc.-Class Z		335,721		2,833,488
AB Global Real Estate Investment Fund II-Class I		349,339		3,716,962
AB High Income Fund, Inc.-Class Z		532,073		4,751,409
AB Intermediate Bond Portfolio-Class Z		432,057		4,791,514
AB Relative Value Fund-Class Z		982,062		5,735,241
AB Unconstrained Bond Fund, Inc.-Class Z		108,593		944,761
AQR International Defensive Style Fund-Class R6		235,420		2,879,191
AQR Large Cap Defensive Style Fund-Class R6		221,188		3,806,649
AQR Long-Short Equity Fund-Class R6		278,970		3,824,684
AQR Risk-Balanced Commodities Fund-Class R6		456,717		2,859,047
AQR Style Premia Alternative Fund-Class R6		279,515		2,797,949
Franklin Growth Fund-Class R6		22,878		1,932,045
iShares Core S&P 500 ETF		28,627		6,857,884
iShares Russell 2000 ETF		6,815		947,694
Metropolitan West Total Return Bond Fund		382,538		3,825,377
MFS Institutional International Equity Fund		111,277		2,531,556
MFS Value Fund-Class R5		49,963		1,886,590
T. Rowe Price Dividend Growth Fund, Inc.		96,555		3,818,769
T. Rowe Price Emerging Markets Stock Fund		77,781		2,865,454
T. Rowe Price Inflation Protected Bond Fund, Inc.		401,694		4,792,205
T. Rowe Price Institutional Long Duration Credit Fund		180,338		1,868,301
T. Rowe Price International Funds-International Discovery Fund		32,297		1,970,120
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		20,616		954,736
Templeton Global Bond Fund-Class R6		153,513		1,891,281
Vanguard FTSE Developed Markets ETF		151,612		6,090,254
Vanguard FTSE Emerging Markets ETF		23,404		944,117
Vanguard Total Bond Market ETF		23,287		1,899,055
WisdomTree Europe Hedged Equity Fund		22,057		1,430,176

Total Investment Companies (cost $90,006,435)				94,970,307

SHORT-TERM INVESTMENTS - 0.1%
Investment Companies - 0.1%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(b) (cost $137,189)		137,189		137,189

Total Investments - 100.4% (cost $90,143,624) (c)				95,107,496
Other assets less liabilities - (0.4)%				(370,624	)

Net Assets - 100.0%			$	94,736,872

(a)

(b)

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

(c)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $5,144,094 and gross unrealized depreciation of investments was $(180,222), resulting in net unrealized appreciation of $4,963,872.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2020 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

94,970,307

– 0

–

– 0

–

94,970,307

Short-Term Investments

137,189

– 0

–

– 0

–

137,189

Total (a)

95,107,496

– 0

–

– 0

–

95,107,496

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


															Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)		Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	2,595	$	520	$	322	$	5		$	20		$	2,818	$	65	$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		4,328		1,994		592		20			(7	)		5,743		79		– 0	–
AB Discovery Value Fund-Class Z		891		157		174		6			83			963		4		27
AB Fixed Income Shares, Inc.-Government STIF Portfolio		693		19,667		20,223		– 0	–		– 0	–		137		1		– 0	–
AB Global Bond Fund, Inc.-Class Z		1,718		1,388		231		4			(46	)		2,833		63		– 0	–
AB Global Real Estate Investment Fund II-Class I		3,538		996		567		5			(255	)		3,717		118		– 0	–
AB High Income Fund, Inc.-Class Z		5,463		914		1,814		60			128			4,751		212		– 0	–
AB Intermediate Bond Portfolio-Class Z		4,353		1,076		544		8			(101	)		4,792		97		2
AB Relative Value Fund-Class Z		5,160		1,185		821		25			186			5,735		144		182
AB Unconstrained Bond Fund, Inc.-Class Z		863		135		75		1			21			945		27		– 0	–

AB Multi-Manager Select 2025 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 100.0%
Funds and Investment Trusts - 100.0%(a)
AB All Market Real Return Portfolio-Class Z		296,590	$	2,479,491
AB Bond Inflation Strategy Portfolio-Class Z		353,725		3,823,763
AB Concentrated Growth Portfolio-Class Z (b)		122,239		3,893,312
AB Discovery Growth Fund, Inc.-Class Z (b)		127,642		1,327,476
AB Discovery Value Fund-Class Z		59,458		1,290,246
AB Global Bond Fund, Inc.-Class Z		449,087		3,790,293
AB Global Real Estate Investment Fund II-Class I		590,911		6,287,292
AB High Income Fund, Inc.-Class Z		862,582		7,702,857
AB Intermediate Bond Portfolio-Class Z		341,351		3,785,577
AB Relative Value Fund-Class Z		1,520,609		8,880,355
AQR International Defensive Style Fund-Class R6		315,299		3,856,103
AQR Large Cap Defensive Style Fund-Class R6		298,929		5,144,568
AQR Long-Short Equity Fund-Class R6		470,532		6,450,990
AQR Risk-Balanced Commodities Fund-Class R6		814,305		5,097,551
AQR Style Premia Alternative Fund-Class R6		374,145		3,745,190
Franklin Growth Fund-Class R6		45,637		3,854,075
iShares Core S&P 500 ETF		32,962		7,896,377
iShares Russell 2000 ETF		9,367		1,302,575
Metropolitan West Total Return Bond Fund		124,981		1,249,813
MFS Institutional International Equity Fund		204,943		4,662,460
MFS Value Fund-Class R5		101,357		3,827,246
T. Rowe Price Dividend Growth Fund, Inc.		130,434		5,158,661
T. Rowe Price Emerging Markets Stock Fund		105,812		3,898,122
T. Rowe Price Inflation Protected Bond Fund, Inc.		322,269		3,844,672
T. Rowe Price Institutional Long Duration Credit Fund		241,465		2,501,578
T. Rowe Price International Funds-International Discovery Fund		42,059		2,565,628
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		27,602		1,278,245
Templeton Global Bond Fund-Class R6		203,727		2,509,919
Vanguard FTSE Developed Markets ETF		234,403		9,415,969
Vanguard FTSE Emerging Markets ETF		31,482		1,269,984
Vanguard Total Bond Market ETF		31,060		2,532,943
WisdomTree Europe Hedged Equity Fund		29,493		1,912,326

Total Investments - 100.0% (cost $119,550,264) (c)				127,235,657
Other assets less liabilities – 0.0%				(41,668	)

Net Assets - 100.0%			$	127,193,989

(a)

(b)

Non-income producing security.

(c)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $8,024,946 and gross unrealized depreciation of investments was $(339,553), resulting in net unrealized appreciation of $7,685,393.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2025 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

127,235,657

– 0

–

– 0

–

127,235,657

Total (a)

127,235,657

– 0

–

– 0

–

127,235,657

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)			Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	2,413	$	405	$	359	$	9		$	11		$	2,479		$	63		$	– 0	–
AB Bond Inflation Strategy Portfolio-Class Z		2,425		1,656		274		5			12			3,824			47			– 0	–
AB Concentrated Growth Portfolio-Class Z		2,449		1,386		282		(4	)		344			3,893			– 0	–		10
AB Discovery Growth Fund, Inc.-Class Z		1,247		60		154		(17	)		191			1,327			– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,206		192		232		12			112			1,290			5			37
AB Fixed Income Shares, Inc.- Government STIF Portfolio		1,605		21,205		22,810		– 0	–		– 0	–		– 0	–		2			– 0	–
AB Global Bond Fund, Inc.-Class Z		2,426		1,761		335		5			(67	)		3,790			89			– 0	–
AB Global Real Estate Investment Fund II-Class I		6,215		1,625		1,098		3			(458	)		6,287			209			– 0	–
AB High Income Fund, Inc.-Class Z		8,875		1,233		2,718		89			224			7,703			355			– 0	–
AB Intermediate Bond Portfolio-Class Z		3,640		633		406		(4	)		(77	)		3,786			81			2
AB Relative Value Fund-Class Z		9,690		2,299		3,503		93			301			8,880			269			340

AB Multi-Manager Select 2030 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.3%
Funds and Investment Trusts - 99.3% (a)
AB All Market Real Return Portfolio-Class Z		108,355	$	905,846
AB Concentrated Growth Portfolio-Class Z (b)		89,375		2,846,592
AB Discovery Growth Fund, Inc.-Class Z (b)		88,909		924,659
AB Discovery Value Fund-Class Z		86,179		1,870,096
AB Global Bond Fund, Inc.-Class Z		331,870		2,800,982
AB Global Real Estate Investment Fund II-Class I		349,948		3,723,445
AB High Income Fund, Inc.-Class Z		744,919		6,652,125
AB Intermediate Bond Portfolio-Class Z		213,940		2,372,591
AB Relative Value Fund-Class Z		1,446,164		8,445,597
AQR International Defensive Style Fund-Class R6		231,021		2,825,391
AQR Large Cap Defensive Style Fund-Class R6		276,261		4,754,452
AQR Long-Short Equity Fund-Class R6		415,296		5,693,704
AQR Risk-Balanced Commodities Fund-Class R6		452,081		2,830,027
AQR Style Premia Alternative Fund-Class R6		183,585		1,837,682
Franklin Growth Fund-Class R6		33,958		2,867,729
iShares Core S&P 500 ETF		20,465		4,902,595
iShares Russell 2000 ETF		6,735		936,569
Metropolitan West Total Return Bond Fund		92,297		922,973
MFS Institutional International Equity Fund		234,835		5,342,505
MFS Value Fund-Class R5		174,385		6,584,770
T. Rowe Price Dividend Growth Fund, Inc.		72,356		2,861,694
T. Rowe Price Emerging Markets Stock Fund		90,423		3,331,176
T. Rowe Price Inflation Protected Bond Fund, Inc.		76,266		909,851
T. Rowe Price International Funds-International Discovery Fund		31,346		1,912,077
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		20,231		936,920
Templeton Global Bond Fund-Class R6		150,160		1,849,971
Vanguard FTSE Developed Markets ETF		196,966		7,912,124
Vanguard FTSE Emerging Markets ETF		45,955		1,853,825
Vanguard Total Bond Market ETF		11,283		920,129
WisdomTree Europe Hedged Equity Fund		21,832		1,415,587

Total Investment Companies (cost $87,800,538)				93,943,684

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a) (c) (cost $430,614)		430,614		430,614

Total Investments - 99.8% (cost $88,231,152) (d)				94,374,298
Other assets less liabilities - 0.2%				210,081

Net Assets - 100.0%			$	94,584,379

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $6,328,977 and gross unrealized depreciation of investments was $(185,831), resulting in net unrealized appreciation of $6,143,146.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2030 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

93,943,684

– 0

–

– 0

–

93,943,684

Short-Term Investments

430,614

– 0

–

– 0

–

430,614

Total (a)

94,374,298

– 0

–

– 0

–

94,374,298

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


															Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	823	$	198	$	123	$	4		$	4		$	906	$	23		$	– 0	–
AB Concentrated Growth Portfolio-Class Z		1,741		1,184		401		7			316			2,847		– 0	–		11
AB Discovery Growth Fund, Inc.-Class Z		882		33		114		(15	)		139			925		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,747		376		426		15			158			1,870		8			54
AB Fixed Income Shares, Inc.-Government STIF Portfolio		718		23,426		23,713		– 0	–		– 0	–		431		1			– 0	–
AB Global Bond Fund, Inc.-Class Z		1,683		1,564		400		5			(51	)		2,801		64			– 0	–
AB Global Real Estate Investment Fund II-Class I		3,494		2,055		1,579		(14	)		(233	)		3,723		147			– 0	–
AB High Income Fund, Inc.-Class Z		7,005		1,661		2,267		110			143			6,652		295			– 0	–
AB Intermediate Bond Portfolio-Class Z		2,568		678		812		(12	)		(49	)		2,373		58			1
AB Relative Value Fund-Class Z		8,473		2,525		2,918		104			262			8,446		209			264

AB Multi-Manager Select 2035 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.6%
Funds and Investment Trusts - 99.6% (a)
AB All Market Real Return Portfolio-Class Z		100,708	$	841,919
AB Concentrated Growth Portfolio-Class Z (b)		135,168		4,305,092
AB Discovery Growth Fund, Inc.-Class Z (b)		84,397		877,732
AB Discovery Value Fund-Class Z		78,226		1,697,494
AB Global Real Estate Investment Fund II-Class I		316,478		3,367,330
AB High Income Fund, Inc.-Class Z		577,450		5,156,628
AB Intermediate Bond Portfolio-Class Z		58,117		644,513
AB Relative Value Fund-Class Z		1,743,834		10,183,992
AQR International Defensive Style Fund-Class R6		208,737		2,552,849
AQR Large Cap Defensive Style Fund-Class R6		247,429		4,258,257
AQR Long-Short Equity Fund-Class R6		435,401		5,969,342
AQR Risk-Balanced Commodities Fund-Class R6		408,854		2,559,429
AQR Style Premia Alternative Fund-Class R6		84,956		850,415
Franklin Growth Fund-Class R6		50,831		4,292,644
iShares Core S&P 500 ETF		14,949		3,581,182
iShares Russell 2000 ETF		6,091		847,014
MFS Institutional International Equity Fund		287,564		6,542,088
MFS Value Fund-Class R5		135,180		5,104,386
T. Rowe Price Dividend Growth Fund, Inc.		42,790		1,692,331
T. Rowe Price Emerging Markets Stock Fund		81,607		3,006,411
T. Rowe Price International Funds-International Discovery Fund		42,649		2,601,581
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		18,626		862,548
Templeton Global Bond Fund-Class R6		67,992		837,664
Vanguard FTSE Developed Markets ETF		199,341		8,007,528
Vanguard FTSE Emerging Markets ETF		62,506		2,521,492
Vanguard Total Bond Market ETF		7,699		627,853
WisdomTree Europe Hedged Equity Fund		19,745		1,280,266

Total Investment Companies (cost $78,769,682)				85,069,980

SHORT-TERM INVESTMENTS - 0.3%
Investment Companies- 0.3%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a) (c) (cost $241,070)		241,070		241,070

Total Investments - 99.9% (cost $79,010,752) (d)				85,311,050
Other assets less liabilities - 0.1%				78,677

Net Assets - 100.0%			$	85,389,727

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $6,404,524 and gross unrealized depreciation of investments was $(104,226), resulting in net unrealized appreciation of $6,300,298.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2035 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

85,069,980

– 0

–

– 0

–

85,069,980

Short-Term Investments

241,070

– 0

–

– 0

–

241,070

Total (a)

85,311,050

– 0

–

– 0

–

85,311,050

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


															Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)			Realized Gains (000)
AB All Market Real Return Portfolio-Class Z	$	708	$	155	$	28	$	1		$	6		$	842	$	19		$	– 0	–
AB Concentrated Growth Portfolio-Class Z		2,155		2,004		253		5			394			4,305		– 0	–		12
AB Discovery Growth Fund, Inc.-Class Z		700		125		58		5			106			878		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,445		348		242		13			133			1,697		6			45
AB Fixed Income Shares, Inc.- Government STIF Portfolio		594		21,484		21,837		– 0	–		– 0	–		241		2			– 0	–
AB Global Real Estate Investment Fund II-Class I		2,887		1,965		1,286		– 0	–*		(199	)		3,367		124			– 0	–
AB High Income Fund, Inc.-Class Z		4,413		1,283		725		45			141			5,157		211			– 0	–
AB Intermediate Bond Portfolio-Class Z		1,423		205		959		(11	)		(13	)		645		24			– 0	–*
AB Relative Value Fund-Class Z		9,870		3,223		3,339		121			309			10,184		255			323

*	Amount less than $500.

AB Multi-Manager Select 2040 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.2%
Funds and Investment Trusts - 99.2% (a)
AB Concentrated Growth Portfolio-Class Z (b)		152,521	$	4,857,797
AB Discovery Growth Fund, Inc.-Class Z (b)		58,614		609,584
AB Discovery Value Fund-Class Z		82,430		1,788,730
AB Global Real Estate Investment Fund II-Class I		167,754		1,784,902
AB High Income Fund, Inc.-Class Z		67,249		600,530
AB Intermediate Bond Portfolio-Class Z		41,074		455,516
AB Relative Value Fund-Class Z		1,540,445		8,996,202
AQR International Defensive Style Fund-Class R6		97,237		1,189,208
AQR Large Cap Defensive Style Fund-Class R6		69,967		1,204,134
AQR Long-Short Equity Fund-Class R6		308,320		4,227,063
AQR Risk-Balanced Commodities Fund-Class R6		288,957		1,808,872
Franklin Growth Fund-Class R6		35,595		3,006,021
iShares Core S&P 500 ETF		8,049		1,928,218
iShares Russell 2000 ETF		4,304		598,514
MFS Institutional International Equity Fund		256,350		5,831,961
MFS Value Fund-Class R5		127,378		4,809,808
T. Rowe Price Dividend Growth Fund, Inc.		30,652		1,212,273
T. Rowe Price Emerging Markets Stock Fund		74,707		2,752,190
T. Rowe Price International Funds-International Discovery Fund		30,394		1,854,004
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		13,014		602,657
Templeton Global Bond Fund-Class R6		47,275		582,431
Vanguard FTSE Developed Markets ETF		155,860		6,260,896
Vanguard FTSE Emerging Markets ETF		44,419		1,791,863
Vanguard Total Bond Market ETF		5,462		445,426
WisdomTree Europe Hedged Equity Fund		13,954		904,777

Total Investment Companies (cost $55,256,849)				60,103,577

SHORT-TERM INVESTMENTS - 0.5%
Investment Companies - 0.5%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(c) (cost $327,156)		327,156		327,156

Total Investments - 99.7% (cost $55,584,005) (d)				60,430,733
Other assets less liabilities - 0.3%				165,136

Net Assets - 100.0%			$	60,595,869

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $4,916,797 and gross unrealized depreciation of investments was $(70,069), resulting in net unrealized appreciation of $4,846,728.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2040 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

60,103,577

– 0

–

– 0

–

60,103,577

Short-Term Investments

327,156

– 0

–

– 0

–

327,156

Total (a)

60,430,733

– 0

–

– 0

–

60,430,733

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)		Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio- Class Z	$	3,526	$	1,566		$	747	$	9		$	504		$	4,858	$	– 0	–	$	17
AB Discovery Growth Fund, Inc.- Class Z		577		– 0	–		51		5			79			610		– 0	–		– 0	–
AB Discovery Value Fund-Class Z		1,764		280			424		19			150			1,789		8			53
AB Fixed Income Shares, Inc.- Government STIF Portfolio		519		12,498			12,690		– 0	–		– 0	–		327		– 0	–*		– 0	–
AB Global Real Estate Investment Fund II-Class I		1,770		1,149			1,008		(6	)		(120	)		1,785		78			– 0	–
AB High Income Fund, Inc.-Class Z		730		79			233		8			17			601		27			– 0	–
AB Intermediate Bond Portfolio-Class Z		1,164		160			849		(10	)		(9	)		456		18			– 0	–*
AB Relative Value Fund-Class Z		9,798		2,268			3,447		45			332			8,996		252			318

*	Amount less than $500.

AB Multi-Manager Select 2045 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 99.4%
Funds and Investment Trusts - 99.4% (a)
AB Concentrated Growth Portfolio-Class Z (b)		125,907	$	4,010,131
AB Discovery Value Fund-Class Z		67,926		1,473,986
AB Global Real Estate Investment Fund II-Class I		138,392		1,472,490
AB Intermediate Bond Portfolio-Class Z		33,888		375,821
AB Relative Value Fund-Class Z		1,355,534		7,916,317
AQR International Defensive Style Fund-Class R6		40,497		495,278
AQR Large Cap Defensive Style Fund-Class R6		27,927		480,622
AQR Long-Short Equity Fund-Class R6		252,749		3,465,187
AQR Risk-Balanced Commodities Fund-Class R6		158,920		994,840
Franklin Growth Fund-Class R6		41,246		3,483,214
iShares Core S&P 500 ETF		6,640		1,590,678
iShares Russell 2000 ETF		3,551		493,802
MFS Institutional International Equity Fund		233,396		5,309,751
MFS Value Fund-Class R5		118,219		4,463,970
T. Rowe Price Dividend Growth Fund, Inc.		12,473		493,309
T. Rowe Price Emerging Markets Stock Fund		60,893		2,243,290
T. Rowe Price International Funds-International Discovery Fund		24,831		1,514,695
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		21,492		995,317
Vanguard FTSE Developed Markets ETF		140,943		5,661,680
Vanguard FTSE Emerging Markets ETF		36,392		1,468,053
Vanguard Total Bond Market ETF		4,512		367,954
WisdomTree Europe Hedged Equity Fund		11,512		746,438

Total Investment Companies (cost $45,511,813)				49,516,823

SHORT-TERM INVESTMENTS - 0.3%
Investment Companies - 0.3%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(c) (cost $164,648)		164,648		164,648

Total Investments - 99.7% (cost $45,676,461) (d)				49,681,471
Other assets less liabilities - 0.3%				154,929

Net Assets - 100.0%			$	49,836,400

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $4,035,623 and gross unrealized depreciation of investments was $(30,613), resulting in net unrealized appreciation of $4,005,010.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2045 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

49,516,823

– 0

–

– 0

–

49,516,823

Short-Term Investments

164,648

– 0

–

– 0

–

164,648

Total (a)

49,681,471

– 0

–

– 0

–

49,681,471

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																	Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	2,673	$	1,363		$	440	$	13		$	401		$	4,010		$	– 0	–	$	14
AB Discovery Value Fund-Class Z		1,786		231			688		20			125			1,474			6			42
AB Fixed Income Shares, Inc.- Government STIF Portfolio		207		9,443			9,485		– 0	–		– 0	–		165			1			– 0	–
AB Global Real Estate Investment Fund II-Class I		1,323		976			735		2			(94	)		1,472			61			– 0	–
AB High Income Fund, Inc.		25		– 0	–		25		1			(1	)		– 0	–		– 0	–*		– 0	–
AB Intermediate Bond Portfolio-Class Z		877		399			884		(16	)		– 0	–		376			17			– 0	–*
AB Relative Value Fund-Class Z		7,805		2,007			2,228		62			270			7,916			210			265

*	Amount less than $500.

AB Multi-Manager Select 2050 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES – 99.1%
Funds and Investment Trusts – 99.1% (a)
AB Concentrated Growth Portfolio-Class Z (b)		57,334	$	1,826,093
AB Discovery Value Fund-Class Z		27,646		599,917
AB Global Real Estate Investment Fund II-Class I		55,784		593,538
AB Intermediate Bond Portfolio-Class Z		13,740		152,374
AB Relative Value Fund-Class Z		515,306		3,009,387
AQR Long-Short Equity Fund-Class R6		102,654		1,407,388
AQR Risk-Balanced Commodities Fund-Class R6		64,436		403,373
Franklin Growth Fund-Class R6		16,756		1,415,090
iShares Core S&P 500 ETF		3,534		846,605
iShares Russell 2000 ETF		1,439		200,107
MFS Institutional International Equity Fund		103,605		2,357,010
MFS Value Fund-Class R5		47,938		1,810,123
T. Rowe Price Emerging Markets Stock Fund		35,841		1,320,396
T. Rowe Price International Funds-International Discovery Fund		10,020		611,231
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		8,720		403,809
Vanguard FTSE Developed Markets ETF		62,168		2,497,289
Vanguard FTSE Emerging Markets ETF		4,948		199,602
Vanguard Total Bond Market ETF		1,835		149,644
WisdomTree Europe Hedged Equity Fund		4,668		302,673

Total Investment Companies (cost $18,474,772)				20,105,649

SHORT-TERM INVESTMENTS - 0.2%
Investment Companies - 0.2%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(c) (cost $51,799)		51,799		51,799

Total Investments - 99.3% (cost $18,526,571) (d)				20,157,448
Other assets less liabilities - 0.7%				139,777

Net Assets - 100.0%			$	20,297,225

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,644,935 and gross unrealized depreciation of investments was $(14,058), resulting in net unrealized appreciation of $1,630,877.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2050 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

20,105,649

– 0

–

– 0

–

20,105,649

Short-Term Investments

51,799

– 0

–

– 0

–

51,799

Total (a)

20,157,448

– 0

–

– 0

–

20,157,448

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																	Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	1,074	$	829		$	251	$	6		$	168		$	1,826		$	– 0	–	$	6
AB Discovery Value Fund-Class Z		716		137			313		11			49			600			3			18
AB Fixed Income Shares, Inc.- Government STIF Portfolio		87		5,475			5,510		– 0	–		– 0	–		52			– 0	– *		– 0	–
AB Global Real Estate Investment Fund II-Class I		538		389			297		(1	)		(35	)		594			25			– 0	–
AB High Income Fund, Inc.		10		– 0	–		10		– 0	– *		– 0	–*		– 0	–		– 0	– *		– 0	–
AB Intermediate Bond Portfolio-Class Z		352		182			375		(7	)		– 0	–*		152			7			– 0	–*
AB Relative Value Fund-Class Z		3,137		979			1,238		25			106			3,009			89			112

*	Amount less than $500.

AB Multi-Manager Select 2055 Fund

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
INVESTMENT COMPANIES - 98.8%
Funds and Investment Trusts - 98.8% (a)
AB Concentrated Growth Portfolio-Class Z (b)		59,922	$	1,908,530
AB Discovery Value Fund-Class Z		28,556		619,675
AB Global Real Estate Investment Fund II-Class I		58,707		624,640
AB Intermediate Bond Portfolio-Class Z		14,372		159,383
AB Relative Value Fund-Class Z		539,088		3,148,275
AQR Long-Short Equity Fund-Class R6		108,047		1,481,330
AQR Risk-Balanced Commodities Fund-Class R6		66,020		413,284
Franklin Growth Fund-Class R6		17,510		1,478,689
iShares Core S&P 500 ETF		3,697		885,653
iShares Russell 2000 ETF		1,506		209,424
MFS Institutional International Equity Fund		108,305		2,463,937
MFS Value Fund-Class R5		50,150		1,893,645
T. Rowe Price Emerging Markets Stock Fund		37,513		1,381,965
T. Rowe Price International Funds-International Discovery Fund		10,502		640,647
T. Rowe Price Small-Cap Value Fund, Inc.-Class I		9,008		417,163
Vanguard FTSE Developed Markets ETF		65,034		2,612,416
Vanguard FTSE Emerging Markets ETF		5,085		205,129
Vanguard Total Bond Market ETF		1,885		153,722
WisdomTree Europe Hedged Equity Fund		4,884		316,679

Total Investment Companies (cost $19,320,623)				21,014,186

SHORT-TERM INVESTMENTS - 0.2%
Investment Companies - 0.6%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (a)(c) (cost $118,363)		118,363		118,363

Total Investments - 99.4% (cost $19,438,986) (d)				21,132,549
Other assets less liabilities - 0.6%				135,944

Net Assets - 100.0%			$	21,268,493

(a)

(b)

Non-income producing security.

(c)

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

(d)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $1,707,993 and gross unrealized depreciation of investments was $(14,430), resulting in net unrealized appreciation of $1,693,563.

Glossary:


ETF	-	Exchange Traded Fund
FTSE	-	Financial Times Stock Exchange

AB Multi-Manager Select 2055 Fund

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Underlying Portfolios:

Level 1

Level 2

Level 3

Total

Assets:

Investment Companies

21,014,186

– 0

–

– 0

–

21,014,186

Short-Term Investments

118,363

– 0

–

– 0

–

118,363

Total (a)

21,132,549

– 0

–

– 0

–

21,132,549

(a)

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

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

A Summary of the Fund’s transactions of investments in affiliated issuers for the quarter ended April 30, 2017 is as follows:


																	Distributions
Affiliated Issuer	Market Value 10/31/16 (000)		Purchases at Cost (000)			Sales Proceeds (000)		Realized Gain (Loss) (000)			Change in Unrealized Appr./(Depr.) (000)			Market Value 4/30/17 (000)			Income (000)			Realized Gains (000)
AB Concentrated Growth Portfolio-Class Z	$	1,019	$	898		$	187	$	2		$	177		$	1,909		$	– 0	–	$	6
AB Discovery Value Fund-Class Z		677		154			270		9			50			620			3			17
AB Fixed Income Shares, Inc.- Government STIF Portfolio		361		5,367			5,610		– 0	–		– 0	–		118			– 0	– *		– 0	–
AB Global Real Estate Investment Fund II-Class I		513		402			254		(1	)		(35	)		625			25			– 0	–
AB High Income Fund, Inc.		9		– 0	–		9		– 0	– *		– 0	–*		– 0	–		– 0	– *		– 0	–
AB Intermediate Bond Portfolio-Class Z		336		178			347		(6	)		(2	)		159			7			– 0	–*
AB Relative Value Fund-Class Z		3,058		1,192			1,238		26			110			3,148			88			111

*	Amount less than $500.

AB Cap Fund, Inc.

AB Small Cap Growth Portfolio

Portfolio of Investments

April 30, 2017 (unaudited)


Company	Shares		U.S. $ Value
COMMON STOCKS - 96.6%
Information Technology - 29.3%
Communications Equipment - 1.7%
Arista Networks, Inc. (a)		65,470	$	9,142,231
Lumentum Holdings, Inc. (a)		273,260		11,681,865

				20,824,096

Electronic Equipment, Instruments & Components - 1.5%
Coherent, Inc. (a)		83,050		17,905,580

Internet Software & Services - 10.4%
2U, Inc. (a)		356,118		16,167,757
Cimpress NV (a)(b)		164,038		13,464,239
CoStar Group, Inc. (a)		54,858		13,214,744
GrubHub, Inc. (a)(b)		360,530		15,495,580
LogMeIn, Inc.		207,530		23,450,890
Pandora Media, Inc. (a)(b)		713,871		7,745,500
Q2 Holdings, Inc. (a)		365,801		13,955,308
Trade Desk, Inc. (The)-Class A (a)		317,462		11,857,206
Wix.com Ltd. (a)		119,543		9,856,320

				125,207,544

Semiconductors & Semiconductor Equipment - 4.8%
Advanced Energy Industries, Inc. (a)		208,350		15,376,230
Microsemi Corp. (a)		275,400		12,927,276
Monolithic Power Systems, Inc.		127,069		11,626,813
Silicon Laboratories, Inc. (a)		239,622		17,049,105

				56,979,424

Software - 10.9%
Aspen Technology, Inc. (a)		272,463		16,753,750
Blackbaud, Inc.		139,740		11,236,493
Ellie Mae, Inc. (a)		154,340		15,705,638
Guidewire Software, Inc. (a)		132,825		8,167,409
HubSpot, Inc. (a)		202,795		13,597,405
Paylocity Holding Corp. (a)		239,778		9,456,844
Proofpoint, Inc. (a)(b)		207,672		15,652,239
RingCentral, Inc.-Class A (a)		395,685		12,642,136
Take-Two Interactive Software, Inc. (a)		312,003		19,609,389
Ultimate Software Group, Inc. (The) (a)		38,009		7,703,284

				130,524,587

				351,441,231

Health Care - 19.0%
Biotechnology - 7.7%
Adamas Pharmaceuticals, Inc. (a)(b)		282,703		4,630,675
Aimmune Therapeutics, Inc. (a)(b)		255,906		4,974,813
Alder Biopharmaceuticals, Inc. (a)(b)		219,571		4,402,399
Audentes Therapeutics, Inc. (a)		253,715		3,780,353
Avexis, Inc. (a)		36,570		2,943,885
Blueprint Medicines Corp. (a)		153,859		7,166,752


Company	Shares		U.S. $ Value
Clovis Oncology, Inc. (a)		129,110		7,474,178
DBV Technologies SA (Sponsored ADR) (a)		154,774		5,468,165
Loxo Oncology, Inc. (a)		122,233		5,630,052
Neurocrine Biosciences, Inc. (a)		121,970		6,513,198
Otonomy, Inc. (a)		249,253		3,327,528
Prothena Corp. PLC (a)(b)		134,960		7,305,385
Radius Health, Inc. (a)(b)		130,650		5,104,495
Sage Therapeutics, Inc. (a)		96,813		6,873,723
TESARO, Inc. (a)		64,835		9,568,998
Ultragenyx Pharmaceutical, Inc. (a)		108,356		6,977,043

				92,141,642

Health Care Equipment & Supplies - 6.4%
Align Technology, Inc. (a)		113,072		15,221,753
DexCom, Inc. (a)		154,174		12,019,405
Glaukos Corp. (a)		290,327		13,799,242
iRhythm Technologies, Inc. (a)(b)		95,544		3,371,748
Nevro Corp. (a)		176,735		16,651,972
Penumbra, Inc. (a)		192,312		16,433,060

				77,497,180

Health Care Providers & Services - 0.2%
Teladoc, Inc. (a)(b)		97,446		2,416,661

Health Care Technology - 1.1%
Vocera Communications, Inc. (a)		522,584		13,252,730

Life Sciences Tools & Services - 1.1%
ICON PLC (a)		152,372		12,873,910

Pharmaceuticals - 2.5%
Aerie Pharmaceuticals, Inc. (a)		147,565		6,500,238
Akorn, Inc. (a)		276,668		9,254,545
GW Pharmaceuticals PLC (ADR) (a)		42,770		5,078,082
Medicines Co. (The) (a)(b)		200,237		9,875,689

				30,708,554

				228,890,677

Consumer Discretionary - 16.5%
Distributors - 1.1%
Pool Corp.		106,348		12,721,348

Diversified Consumer Services - 3.1%
Bright Horizons Family Solutions, Inc. (a)		255,555		19,452,847
Grand Canyon Education, Inc. (a)		238,400		17,918,144

				37,370,991

Hotels, Restaurants & Leisure - 5.3%
Buffalo Wild Wings, Inc. (a)		86,884		13,688,574
Dave & Buster’s Entertainment, Inc. (a)		236,294		15,125,179
Planet Fitness, Inc.		917,168		19,077,094
Vail Resorts, Inc.		82,800		16,366,248

				64,257,095


Company	Shares		U.S. $ Value
Household Durables - 0.1%
Honest Co. (The) (a)(c)(d)		29,639		1,202,751

Media - 1.6%
IMAX Corp. (a)		503,390		15,353,395
National CineMedia, Inc.		278,206		3,302,305

				18,655,700

Multiline Retail - 1.3%
Ollie’s Bargain Outlet Holdings, Inc. (a)		423,235		16,209,900

Specialty Retail - 4.0%
Five Below, Inc. (a)		399,652		19,630,906
Lithia Motors, Inc.-Class A		179,233		17,125,713
Tile Shop Holdings, Inc.		538,278		11,492,236

				48,248,855

				198,666,640

Industrials - 16.4%
Aerospace & Defense - 1.9%
Hexcel Corp.		252,155		13,049,021
Mercury Systems, Inc. (a)		251,584		9,404,210

				22,453,231

Commercial Services & Supplies - 1.3%
Advanced Disposal Services, Inc. (a)		230,902		5,490,850
Tetra Tech, Inc.		235,320		10,342,314

				15,833,164

Construction & Engineering - 1.3%
Dycom Industries, Inc. (a)		148,574		15,698,329

Industrial Conglomerates - 1.1%
Carlisle Cos., Inc.		129,890		13,169,547

Machinery - 8.1%
Astec Industries, Inc.		184,860		11,710,881
IDEX Corp.		135,876		14,234,370
John Bean Technologies Corp.		142,050		12,592,732
Kennametal, Inc.		140,210		5,829,932
Lincoln Electric Holdings, Inc.		152,453		13,572,891
Middleby Corp. (The) (a)		86,747		11,808,869
Nordson Corp.		114,660		14,355,432
RBC Bearings, Inc. (a)		130,558		13,094,967

				97,200,074

Road & Rail - 1.0%
Genesee & Wyoming, Inc.-Class A (a)		177,153		12,003,887


Company	Shares		U.S. $ Value
Trading Companies & Distributors - 1.7%
H&E Equipment Services, Inc.		557,590		11,776,301
SiteOne Landscape Supply, Inc. (a)		179,303		8,572,476

				20,348,777

				196,707,009

Financials - 6.5%
Banks - 4.1%
Signature Bank/New York NY (a)		73,994		10,244,469
Sterling Bancorp/DE		497,876		11,575,617
SVB Financial Group (a)		76,442		13,449,206
Western Alliance Bancorp (a)		305,503		14,633,594

				49,902,886

Capital Markets - 2.4%
Hamilton Lane, Inc.-Class A (a)		276,984		5,185,141
Houlihan Lokey, Inc.		380,597		12,765,223
Stifel Financial Corp. (a)		214,897		10,502,016

				28,452,380

				78,355,266

Consumer Staples - 3.3%
Food & Staples Retailing - 0.8%
Chefs’ Warehouse, Inc. (The) (a)		674,397		9,205,519

Food Products - 1.5%
AdvancePierre Foods Holdings, Inc.		151,081		6,136,910
Freshpet, Inc. (a)(b)		1,052,049		12,361,576

				18,498,486

Personal Products - 1.0%
elf Beauty, Inc. (a)(b)		441,136		12,020,956

				39,724,961

Materials - 2.5%
Chemicals - 1.3%
PolyOne Corp.		390,135		15,297,193

Construction Materials - 1.2%
Summit Materials, Inc.-Class A (a)		555,288		14,248,690

				29,545,883

Energy - 2.3%
Energy Equipment & Services - 1.5%
Forum Energy Technologies, Inc. (a)		512,223		8,656,569
Oil States International, Inc. (a)		313,528		9,327,458

				17,984,027

Oil, Gas & Consumable Fuels - 0.8%
Matador Resources Co. (a)		431,095		9,346,139

				27,330,166


Company	Shares		U.S. $ Value
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.8%
Vonage Holdings Corp. (a)		1,437,680		9,646,833

Total Common Stocks (cost $847,578,432)				1,160,308,666

INVESTMENT COMPANIES - 1.0%
Funds and Investment Trusts - 1.0% (e)
iShares Russell 2000 Growth ETF (b) (cost $10,834,269)		70,700		11,644,997

SHORT-TERM INVESTMENTS - 1.9%
Investment Companies - 1.9%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (e)(f) (cost $23,487,809)		23,487,809		23,487,809

Total Investments Before Security Lending Collateral for Securities Loaned - 99.5% (cost $881,900,510)				1,195,441,472

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED - 6.4%
Investment Companies - 6.4%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 0.57% (e)(f) (cost $76,791,679)		76,791,679		76,791,679

Total Investments - 105.9% (cost $958,692,189) (g)				1,272,233,151
Other assets less liabilities - (5.9)%				(71,160,323	)

Net Assets - 100.0%			$	1,201,072,828

(a)

Non-income producing security.

(b)

Represents entire or partial securities out on loan.

(c)

Fair valued by the Adviser.

(d)

Illiquid security.

(e)

(f)

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

(g)

As of April 30, 2017, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $325,233,293 and gross unrealized depreciation of investments was $(11,692,331), resulting in net unrealized appreciation of $313,540,962.

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

Glossary:


ADR	-	American Depositary Receipt
ETF	-	Exchange Traded Fund

AB Cap Fund, Inc.

AB Small Cap Growth Portfolio

April 30, 2017 (unaudited)

•

Level 1—quoted prices in active markets for identical investments

•

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

•

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2017:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks

1,159,105,915

– 0

–

1,202,751

1,160,308,666

Investment Companies

11,644,997

– 0

–

– 0

–

11,644,997

Short-Term Investments

23,487,809

– 0

–

– 0

–

23,487,809

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

76,791,679

– 0

–

– 0

–

76,791,679

Total Investments in Securities

1,271,030,400

– 0

–

1,202,751

1,272,233,151

Other Financial Instruments (a)

– 0

–

– 0

–

– 0

–

– 0

–

Total (b)

1,271,030,400

– 0

–

1,202,751

1,272,233,151

(a)

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

(b)

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

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

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


	Common Stocks			Total
Balance as of 7/31/16	$	1,211,049		$	1,211,049
Accrued discounts/(premiums)		– 0	–		– 0	–
Realized gain (loss)		– 0	–		– 0	–
Change in unrealized appreciation/depreciation		(8,298	)		(8,298	)
Purchases		– 0	–		– 0	–
Sales		– 0	–		– 0	–
Transfers in to Level 3		– 0	–		– 0	–
Transfers out of Level 3		– 0	–		– 0	–

Balance as of 4/30/17	$	1,202,751		$	1,202,751

Net change in unrealized appreciation/depreciation from investments held as of 4/30/17	$	(8,298	)	$	(8,298	)

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 April 30, 2017 is as follows:


Market Value 7/31/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 4/30/17 (000)	Dividend Income (000)
$29,052	$244,677	$250,241	$23,488	$46

A summary of the Fund’s investments of cash collateral for securities lending transactions in shares of the AB Fixed Income Shares, Inc. - Government Money Market Portfolio for the nine months ended April 30, 2017 is as follows:


Market Value 7/31/16 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value 4/30/17 (000)	Dividend Income (000)
$197,326	$570,954	$691,488	$76,792	$258

ITEM 2.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

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

ITEM 3.

EXHIBITS.

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


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

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

3 (a) (2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

(Registrant): AB Cap Fund, Inc.


By:		/s/ Robert M. Keith
		Robert M. Keith
		President

Date:		June 22, 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:		June 22, 2017

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

Date:		June 22, 2017