UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT 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, 2020

Date of reporting period: June 30, 2020

ITEM 1. REPORTS TO STOCKHOLDERS.

JUN    ^06.30.20

ANNUAL REPORT

AB CONCENTRATED GROWTH FUND

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Concentrated Growth Fund (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    1

ANNUAL REPORT

August 11, 2020

This report provides management’s discussion of fund performance for AB Concentrated Growth Fund for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB CONCENTRATED GROWTH FUND
Class A Shares		-2.41%		6.84%
Class C Shares		-2.78%		6.01%
Advisor Class Shares1		-2.30%		7.09%
Class R Shares1		-2.59%		6.48%
Class K Shares1		-2.43%		6.78%
Class I Shares1		-2.30%		7.10%
Class Z Shares1		-2.28%		7.13%
S&P 500 Index		-3.08%		7.51%

1 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Standard & Poor’s (“S&P”) 500 Index, for the six- and 12-month periods ended June 30, 2020.

All share classes underperformed the benchmark for the 12-month period, but outperformed for the six-month period, before sales charges. In both periods, having less exposure to areas of the market that underperformed, such as energy and financials, was most beneficial to relative performance. At the security level, selection within consumer discretionary and technology detracted, while selection within industrials and communication services contributed.

For the 12-month period, the top absolute detractors were ULTA Beauty, Booking Holdings and Charles Schwab. The top contributors included Microsoft, Alphabet, Inc. and Mastercard. For the six-month period, the top absolute contributors included Microsoft, Verisk Analytics and Facebook. The top absolute detractors were Charles Schwab, Allegion and Booking Holdings.

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The Fund did not utilize derivatives during the six- or 12-month periods.

MARKET REVIEW AND INVESTMENT STRATEGY

US equity markets posted positive absolute results over the 12-month period ended June 30, 2020 but became challenged in the face of the COVID-19 outbreak, which occurred early in the first quarter of 2020. Six-month performance was much more volatile. The period produced the quickest bear market ever, followed by the fastest bull market in history. US equities ended the six-month period lower as the S&P 500 Index declined 3.08%, but advanced 7.51% over the 12-month period.

During both periods, the Fund benefited from specific style factors in the market. The Fund’s high-quality growth focus added to performance, as value and companies that carried higher debt loads were more adversely impacted and lagged. Market leadership was consistent over both periods, led by technology, while energy was the worst-performing sector.

In this challenging environment, the Fund’s Senior Investment Management Team remains focused on sustainably growing the underlying earnings power of the Fund and believes the Fund is well positioned for the current environment.

INVESTMENT POLICIES

The Adviser seeks to achieve the Fund’s investment objective of long-term growth of capital by investing primarily in common stocks of listed US companies. The Adviser employs an appraisal method that attempts to measure each prospective company’s quality and growth rate by numerous factors. Such factors include: a company’s record and projections of profit and earnings growth, accuracy and availability of information with respect to the company, success and experience of management, accessibility of management to the Fund’s Adviser, product lines and competitive position both in the United States and abroad, lack of cyclicality, large market capitalization and liquidity of the company’s securities. The Adviser compares these results to the general stock markets to determine the relative attractiveness of each company at a given time. The Adviser weighs economic, political and market factors in making investment decisions; this appraisal technique attempts to measure each investment candidate not only against other stocks of the same industry group, but also against a broad spectrum of investments. While the Fund primarily invests in companies that have market capitalizations of $5 billion or more, it may invest in companies that have market capitalizations of $3 billion to $5 billion.

(continued on next page)

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The Fund invests in a relatively small number of individual stocks. The Fund is considered to be “non-diversified”, which means that the securities laws do not limit the percentage of its assets that it may invest in any one company (subject to certain limitations under the Internal Revenue Code of 1986, as amended).

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DISCLOSURES AND RISKS

Benchmark Disclosure

The S&P 500^® Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index or average, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value (“NAV”).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology or health-care sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Capitalization Risk: Investments in mid-capitalization companies may be more volatile and less liquid than investments in large-capitalization companies.

Non-Diversification Risk: The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

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DISCLOSURES AND RISKS (continued)

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

Effective as of the close of business on February 28, 2014, the W.P. Stewart Growth Fund, Inc. (the “Predecessor Fund”) was converted into the Fund and the Predecessor Fund’s shares were converted into Advisor Class shares of the Fund. The inception date for Class A, C, R, K, I and Z shares is February 28, 2014. The inception date of the Predecessor Fund is February 28, 1994.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

Please note: References to specific securities are presented to illustrate the Fund’s investment philosophy and are not to be considered advice or recommendations. This information reflects prevailing market conditions and the Adviser’s judgments as of the date indicated, which are subject to change. In preparing this report, the Adviser has relied upon and assumed without independent verification, the accuracy and completeness of all information available from third-party sources. It should not be assumed that any investments made in the future will be profitable or will equal the performance of the selected investments referenced herein.

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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

6/30/2010 TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB Concentrated Growth Fund Advisor Class shares (from 6/30/2010 to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    7

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		6.84%		2.29%
5 Years		11.67%		10.70%
Since Inception1		12.06%		11.30%
CLASS C SHARES
1 Year		6.01%		5.01%
5 Years		10.83%		10.83%
Since Inception1		11.23%		11.23%
ADVISOR CLASS SHARES2
1 Year		7.09%		7.09%
5 Years		11.95%		11.95%
10 Years		15.30%		15.30%
CLASS R SHARES2
1 Year		6.48%		6.48%
5 Years		11.38%		11.38%
Since Inception1		11.77%		11.77%
CLASS K SHARES2
1 Year		6.78%		6.78%
5 Years		11.66%		11.66%
Since Inception1		12.06%		12.06%
CLASS I SHARES2
1 Year		7.10%		7.10%
5 Years		11.97%		11.97%
Since Inception1		12.36%		12.36%
CLASS Z SHARES2
1 Year		7.13%		7.13%
5 Years		11.98%		11.98%
Since Inception1		12.36%		12.36%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.04%, 1.79%, 0.79%, 1.29%, 1.05%, 0.77% and 0.77% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception date: 2/28/2014.

2 These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		2.29%
5 Years		10.70%
Since Inception1		11.30%
CLASS C SHARES
1 Year		5.01%
5 Years		10.83%
Since Inception1		11.23%
ADVISOR CLASS SHARES2
1 Year		7.09%
5 Years		11.95%
10 Years		15.30%
CLASS R SHARES2
1 Year		6.48%
5 Years		11.38%
Since Inception1		11.77%
CLASS K SHARES2
1 Year		6.78%
5 Years		11.66%
Since Inception1		12.06%
CLASS I SHARES2
1 Year		7.10%
5 Years		11.97%
Since Inception1		12.36%
CLASS Z SHARES2
1 Year		7.13%
5 Years		11.98%
Since Inception1		12.36%

1 Inception date: 2/28/2014.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    9

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2020		Ending Account Value June 30, 2020		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	975.90	$	5.35		1.09	%
Hypothetical**	$	1,000	$	1,019.44	$	5.47		1.09	%

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EXPENSE EXAMPLE (continued)

	Beginning Account Value January 1, 2020		Ending Account Value June 30, 2020		Expenses Paid During Period*		Annualized Expense Ratio*
Class C
Actual	$	1,000	$	972.20	$	9.02		1.84	%
Hypothetical**	$	1,000	$	1,015.71	$	9.22		1.84	%
Advisor Class
Actual	$	1,000	$	977.00	$	4.13		0.84	%
Hypothetical**	$	1,000	$	1,020.69	$	4.22		0.84	%
Class R
Actual	$	1,000	$	974.10	$	6.97		1.42	%
Hypothetical**	$	1,000	$	1,017.80	$	7.12		1.42	%
Class K
Actual	$	1,000	$	975.70	$	5.60		1.14	%
Hypothetical**	$	1,000	$	1,019.19	$	5.72		1.14	%
Class I
Actual	$	1,000	$	977.00	$	4.08		0.83	%
Hypothetical**	$	1,000	$	1,020.74	$	4.17		0.83	%
Class Z
Actual	$	1,000	$	977.20	$	3.93		0.80	%
Hypothetical**	$	1,000	$	1,020.89	$	4.02		0.80	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

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PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $768.9

TEN LARGEST HOLDINGS²

Company	U.S. $ Value		Percent of Net Assets
Microsoft Corp.	$	72,476,423		9.4	%
Mastercard, Inc. – Class A		62,509,797		8.1
IQVIA Holdings, Inc.		60,958,600		7.9
Abbott Laboratories		58,210,373		7.6
Zoetis, Inc.		42,002,349		5.5
Amphenol Corp. – Class A		37,049,056		4.8
Facebook, Inc. – Class A		36,816,676		4.8
International Flavors & Fragrances, Inc.		35,930,866		4.7
Stericycle, Inc.		35,696,263		4.6
TJX Cos., Inc. (The)		35,367,023		4.6
	$	477,017,426		62.0	%

1 All data are as of June 30, 2020. The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

2 Long-term investments.

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 99.2%
Information Technology – 30.8%
Electronic Equipment, Instruments & Components – 9.3%
Amphenol Corp. – Class A		386,693	$	37,049,056
CDW Corp./DE		298,102		34,633,491
				71,682,547
IT Services – 12.1%
Automatic Data Processing, Inc.		203,718		30,331,573
Mastercard, Inc. – Class A		211,396		62,509,797
				92,841,370
Software – 9.4%
Microsoft Corp.		356,132		72,476,423
				237,000,340
Health Care – 21.0%
Health Care Equipment & Supplies – 7.6%
Abbott Laboratories		636,666		58,210,373
Life Sciences Tools & Services – 7.9%
IQVIA Holdings, Inc.(a)		429,649		60,958,600
Pharmaceuticals – 5.5%
Zoetis, Inc.		306,497		42,002,349
				161,171,322
Consumer Discretionary – 16.7%
Auto Components – 4.5%
Aptiv PLC		443,038		34,521,521
Specialty Retail – 7.9%
TJX Cos., Inc. (The)		699,506		35,367,023
Ulta Beauty, Inc.(a)		126,064		25,643,939
				61,010,962
Textiles, Apparel & Luxury Goods – 4.3%
NIKE, Inc. – Class B		334,893		32,836,259
				128,368,742
Industrials – 12.7%
Building Products – 3.6%
Allegion PLC		270,312		27,631,292
Commercial Services & Supplies – 4.6%
Stericycle, Inc.(a)(b)		637,661		35,696,263
Professional Services – 4.5%
Verisk Analytics, Inc. – Class A		201,259		34,254,282
				97,581,837

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 9.1%
Interactive Media & Services – 9.1%
Alphabet, Inc. – Class C(a)		23,660	$	33,446,012
Facebook, Inc. – Class A(a)		162,138		36,816,676
				70,262,688
Materials – 4.7%
Chemicals – 4.7%
International Flavors & Fragrances, Inc.		293,409		35,930,866
Financials – 4.2%
Capital Markets – 4.2%
Charles Schwab Corp. (The)		954,669		32,210,532
Total Common Stocks (cost $590,857,775)				762,526,327
SHORT-TERM INVESTMENTS – 0.7%
Investment Companies – 0.7%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(c)(d)(e) (cost $5,874,639)		5,874,639		5,874,639
Total Investments – 99.9% (cost $596,732,414)				768,400,966
Other assets less liabilities – 0.1%				467,419
Net Assets – 100.0%			$	768,868,385

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Affiliated investments.

(d) The rate shown represents the 7-day yield as of period end.

(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, or call AB at (800) 227-4618.

See notes to financial statements.

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STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value
Unaffiliated issuers (cost $590,857,775)	$	762,526,327	(a)
Affiliated issuers (cost $5,874,639)		5,874,639
Cash		86,500
Receivable for capital stock sold		1,542,045
Unaffiliated dividends receivable		579,890
Affiliated dividends receivable		1,220
Total assets		770,610,621
Liabilities
Payable for capital stock redeemed		1,170,388
Advisory fee payable		412,981
Distribution fee payable		31,512
Administrative fee payable		17,935
Transfer Agent fee payable		4,114
Accrued expenses and other liabilities		105,306
Total liabilities		1,742,236
Net Assets	$	768,868,385
Composition of Net Assets
Capital stock, at par	$	1,819
Additional paid-in capital		565,425,393
Distributable earnings		203,441,173
	$	768,868,385

Net Asset Value Per Share—33 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	37,614,778		902,087	$	41.70	*
C	$	28,209,797		713,686	$	39.53
Advisor	$	699,504,309		16,489,686	$	42.42
R	$	34,327		838.61	$	40.93
K	$	1,480,152		35,505	$	41.69
I	$	17,804		418.92	$	42.50
Z	$	2,007,218		47,245	$	42.49

^(a)   Includes securities on loan with a value of $2,077,698 (see Note E).

* The maximum offering price per share for Class A shares was $43.55 which reflects a sales charge of 4.25%.

See notes to financial statements.

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STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers	$	5,701,351
Affiliated issuers		190,983
Securities lending income		24,194		$	5,916,528
Expenses
Advisory fee (see Note B)		5,176,955
Distribution fee—Class A		82,549
Distribution fee—Class C		244,483
Distribution fee—Class R		107
Distribution fee—Class K		2,233
Transfer agency—Class A		15,385
Transfer agency—Class C		11,529
Transfer agency—Advisor Class		282,961
Transfer agency—Class R		24
Transfer agency—Class K		805
Transfer agency—Class I		6
Transfer agency—Class Z		342
Registration fees		136,072
Custody and accounting		133,773
Administrative		74,328
Printing		46,284
Audit and tax		39,717
Legal		37,576
Directors’ fees		24,452
Miscellaneous		20,459
Total expenses		6,330,040
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(186,167	)
Net expenses					6,143,873
Net investment loss					(227,345	)
Realized and Unrealized Gain on Investment Transactions
Net realized gain on investment transactions					44,854,273
Net change in unrealized appreciation/depreciation of investments					5,016,995
Net gain on investment transactions					49,871,268
Contributions from Affiliates (see Note B)					319
Net Increase in Net Assets from Operations				$	49,644,242

See notes to financial statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment loss	$	(227,345	)	$	(583,869	)
Net realized gain on investment transactions		44,854,273			26,442,826
Net change in unrealized appreciation/depreciation of investments		5,016,995			74,701,123
Contributions from Affiliates (see Note B)		319			– 0	–
Net increase in net assets from operations		49,644,242			100,560,080
Distributions to Shareholders
Class A		(1,116,096	)		(1,607,170	)
Class C		(837,819	)		(1,347,233	)
Advisor Class		(20,178,205	)		(27,894,149	)
Class R		(621	)		(1,045	)
Class K		(25,331	)		(42,507	)
Class I		(589	)		(8,711	)
Class Z		(59,792	)		(48,301	)
Capital Stock Transactions
Net increase		151,214,048			105,119,056
Total increase		178,639,837			174,730,020
Net Assets
Beginning of period		590,228,548			415,498,528
End of period	$	768,868,385		$	590,228,548

See notes to financial statements.

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    17

NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company currently comprised of 15 portfolios. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Concentrated Growth Fund (the “Fund”), a non-diversified portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares. Class B, Class T, Class 1 and Class 2 shares have not been issued. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

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NOTES TO FINANCIAL STATEMENTS (continued)

securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value

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NOTES TO FINANCIAL STATEMENTS (continued)

pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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

20    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 June 30, 2020:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks(a)

$

762,526,327

$

– 0

–

$

– 0

–

$

762,526,327

Short-Term Investments

5,874,639

– 0

–

– 0

–

5,874,639

Total Investments in Securities

768,400,966

– 0

–

– 0

–

768,400,966

Other Financial Instruments(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

768,400,966

$

– 0

–

$

– 0

–

$

768,400,966

(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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes

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NOTES TO FINANCIAL STATEMENTS (continued)

are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily and includes amortization of premiums and accretions of discounts as adjustments to interest income. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Effective May 7, 2020, under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .65% of the Fund’s average daily net assets. Prior to May 7, 2020, the investment advisory agreement provided for the payment of an advisory fee at

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NOTES TO FINANCIAL STATEMENTS (continued)

an annual rate of .80% of the Fund’s average daily net assets. For the period from March 2, 2020 until May 6, 2020, the Adviser waived a portion of the advisory fee in order to reduce the advisory fee rate from .80% to .65% of the Fund’s average daily net assets; such waiver amounted to $172,557. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding expenses associated with acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to 1.24%, 1.99%, .99%, 1.49%, 1.24%, .99% and .99% of daily average net assets for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z shares, respectively. For the year ended June 30, 2020, there was no such reimbursement. The Expense Caps may not be terminated by the Adviser prior to October 31, 2020.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the reimbursement for such services amounted to $74,328.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $138,371 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $18,412 from the sale of Class A shares and received $756 and $4,183 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee

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NOTES TO FINANCIAL STATEMENTS (continued)

of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $12,547.

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)			Dividend Income (000)
Government Money Market Portfolio	$	16,602	$	195,129	$	205,856	$	5,875		$	180
Government Money Market Portfolio*		151		28,427		28,578		– 0	–		11
Total							$	5,875		$	191

* Investments of cash collateral for securities lending transactions (see Note E).

During the year ended June 30, 2020, the Adviser reimbursed the Fund $319 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.) (“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment

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NOTES TO FINANCIAL STATEMENTS (continued)

advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (“the Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940 for Class A, Class C, Class R and Class K. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares, and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $256,642, $0 and $0 for Class C, Class R and Class K shares, respectively. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	289,863,041		$	149,014,486
U.S. government securities		– 0	–		– 0	–

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NOTES TO FINANCIAL STATEMENTS (continued)

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	598,277,553
Gross unrealized appreciation	$	185,988,582
Gross unrealized depreciation		(15,865,169	)
Net unrealized appreciation	$	170,123,413

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivatives transactions for the year ended June 30, 2020.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the

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NOTES TO FINANCIAL STATEMENTS (continued)

Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

Market Value of Securities on Loan*		Cash Collateral*			Market Value  of Non-Cash Collateral*		Income from Borrowers		Government Money Market Portfolio
									Income Earned		Advisory Fee Waived
$	2,077,698	$	– 0	–	$	2,156,924	$	24,194	$	10,953	$	1,063

* As of June 30, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		522,248			233,180		$	20,962,145		$	8,527,311
Shares issued in reinvestment of distributions		23,397			43,192			982,194			1,447,354
Shares converted from Class C		8,817			2,205			355,025			81,423
Shares redeemed		(362,635	)		(327,801	)		(14,248,341	)		(12,160,078	)
Net increase (decrease)		191,827			(49,224	)	$	8,051,023		$	(2,103,990	)
Class C
Shares sold		283,215			136,057		$	10,556,925		$	4,725,917
Shares issued in reinvestment of distributions		18,072			36,915			722,159			1,188,284
Shares converted to Class A		(9,245	)		(2,297	)		(355,025	)		(81,423	)
Shares redeemed		(156,489	)		(122,750	)		(5,610,758	)		(4,386,660	)
Net increase		135,553			47,925		$	5,313,301		$	1,446,118
Advisor Class
Shares sold		7,470,217			4,895,058		$	301,380,259		$	183,674,681
Shares issued in reinvestment of distributions		355,218			655,960			15,150,069			22,269,839
Shares redeemed		(4,467,123	)		(2,718,811	)		(180,222,446	)		(100,310,424	)
Net increase		3,358,312			2,832,207		$	136,307,882		$	105,634,096
Class R
Shares sold		436			0	(a)	$	15,655		$	5
Shares issued in reinvestment of distributions		1			0	(a)		51			0	(b)
Shares redeemed		(1	)		– 0	–		(26	)		– 0	–
Net increase		436			0	(a)	$	15,680		$	5

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class K
Shares sold		20,463			2,458		$	757,910		$	92,575
Shares issued in reinvestment of distributions		590			1,237			24,759			41,462
Shares redeemed		(3,897	)		(1,096	)		(163,652	)		(36,571	)
Net increase		17,156			2,599		$	619,017		$	97,466
Class I
Shares sold		5			3,136		$	190		$	117,021
Shares issued in reinvestment of distributions		0	(a)		225			13			7,657
Shares redeemed		(2	)		(3,526	)		(80	)		(130,695	)
Net increase (decrease)		3			(165	)	$	123		$	(6,017	)
Class Z
Shares sold		27,974			13,049		$	1,091,486		$	457,789
Shares issues in reinvestment of distributions		1,308			1,208			55,837			41,059
Shares redeemed		(6,189	)		(12,751	)		(240,301	)		(447,470	)
Net increase		23,093			1,506		$	907,022		$	51,378

(a) Amount is less than one share.

(b) Amount is less than $.50.

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value, or NAV.

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology or health care sector. To the extent it does so,

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NOTES TO FINANCIAL STATEMENTS (continued)

market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Capitalization Risk—Investments in mid-capitalization companies may be more volatile and less liquid than investments in large-capitalization companies.

Non-Diversification Risk—The Fund may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers. Accordingly, changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s NAV.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

30    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	656,724	$	– 0	–
Net long-term capital gains		21,561,729		30,949,116
Total taxable distributions paid	$	22,218,453	$	30,949,116

As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	33,341,005
Other losses		(23,245	)(a)
Unrealized appreciation/(depreciation)		170,123,413	(b)
Total accumulated earnings/(deficit)	$	203,441,173

(a) As of June 30, 2020, the Fund had a qualified late-year ordinary loss deferral of $23,245.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital

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NOTES TO FINANCIAL STATEMENTS (continued)

losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of earnings and profits distributed to shareholders on redemption of shares, the disallowance of a net operating loss, and contributions from the Adviser resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

32    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  40.35			$  35.44			$  32.65			$  26.04			$  28.61
Income From Investment Operations
Net investment loss(a)(b)		(.10	)		(.12	)		(.15	)		(.08	)		(.05	)
Net realized and unrealized gain (loss) on investment transactions		2.87			7.62			4.13			6.82			(1.73	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.77			7.50			3.98			6.74			(1.78	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  41.70			$  40.35			$  35.44			$  32.65			$  26.04
Total Return
Total investment return based on net asset value(d)		6.84	%		22.67	%		12.39	%		25.93	%		(6.38	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37,615			$28,661			$26,920			$26,579			$30,438
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.12	%		1.19	%		1.21	%		1.22	%		1.24	%
Expenses, before waivers/reimbursements(e)‡		1.15	%		1.19	%		1.21	%		1.22	%		1.27	%
Net investment loss(b)		(.24	)%		(.32	)%		(.45	)%		(.27	)%		(.19	)%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    33

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  38.61			$  34.27			$  31.84			$  25.58			$  28.33
Income From Investment Operations
Net investment loss(a)(b)		(.38	)		(.38	)		(.40	)		(.29	)		(.25	)
Net realized and unrealized gain (loss) on investment transactions		2.72			7.31			4.02			6.68			(1.71	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.34			6.93			3.62			6.39			(1.96	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  39.53			$  38.61			$  34.27			$  31.84			$  25.58
Total Return
Total investment return based on net asset value(d)		6.01	%		21.75	%		11.56	%		25.03	%		(7.10	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28,210			$22,320			$18,168			$18,727			$19,617
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.87	%		1.94	%		1.96	%		1.97	%		1.99	%
Expenses, before waivers/reimbursements(e)‡		1.90	%		1.94	%		1.96	%		1.97	%		2.01	%
Net investment loss(b)		(.99	)%		(1.07	)%		(1.20	)%		(1.02	)%		(.94	)%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

34    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  40.93			$  35.83			$  32.91			$  26.18			$  28.69
Income From Investment Operations
Net investment income (loss)(a)(b)		.01			(.03	)		(.07	)		(.01	)		.01
Net realized and unrealized gain (loss) on investment transactions		2.90			7.72			4.18			6.87			(1.73	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.91			7.69			4.11			6.86			(1.72	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  42.42			$  40.93			$  35.83			$  32.91			$  26.18
Total Return
Total investment return based on net asset value(d)		7.09	%		22.97	%		12.69	%		26.26	%		(6.16	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$699,504			$537,484			$369,006			$298,099			$227,787
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.87	%		.94	%		.96	%		.96	%		.99	%
Expenses, before waivers/reimbursements(e)‡		.90	%		.94	%		.96	%		.97	%		1.01	%
Net investment income (loss)(b)		.02	%		(.07	)%		(.21	)%		(.03	)%		.05	%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  39.76			$  35.04			$  32.37			$  25.88			$  28.51
Income From Investment Operations
Net investment loss(a)(b)		(.21	)		(.21	)		(.24	)		(.15	)		(.12	)
Net realized and unrealized gain (loss) on investment transactions		2.80			7.52			4.10			6.77			(1.72	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.59			7.31			3.86			6.62			(1.84	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  40.93			$  39.76			$  35.04			$  32.37			$  25.88
Total Return
Total investment return based on net asset value(d)		6.48	%		22.38	%		12.12	%		25.63	%		(6.62	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$34			$16			$14			$13			$33
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.42	%		1.44	%		1.45	%		1.46	%		1.49	%
Expenses, before waivers/reimbursements(e)‡		1.45	%		1.44	%		1.45	%		1.47	%		1.50	%
Net investment loss(b)		(.54	)%		(.57	)%		(.70	)%		(.53	)%		(.45	)%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		0	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

36    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  40.36			$  35.45			$  32.66			$  26.04			$  28.61
Income From Investment Operations
Net investment loss(a)(b)		(.11	)		(.12	)		(.16	)		(.09	)		(.05	)
Net realized and unrealized gain (loss) on investment transactions		2.86			7.62			4.14			6.84			(1.73	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.75			7.50			3.98			6.75			(1.78	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  41.69			$  40.36			$  35.45			$  32.66			$  26.04
Total Return
Total investment return based on net asset value(d)		6.78	%		22.67	%		12.38	%		25.97	%		(6.38	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,480			$741			$558			$398			$99
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.15	%		1.19	%		1.21	%		1.21	%		1.24	%
Expenses, before waivers/reimbursements(e)‡		1.18	%		1.20	%		1.22	%		1.22	%		1.24	%
Net investment loss(b)		(.27	)%		(.32	)%		(.46	)%		(.31	)%		(.18	)%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  41.00			$  35.88			$  32.95			$  26.21			$  28.71
Income From Investment Operations
Net investment income (loss)(a)(b)		.01			(.03	)		(.07	)		.00	(c)		.02
Net realized and unrealized gain (loss) on investment transactions		2.91			7.74			4.19			6.87			(1.73	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.92			7.71			4.12			6.87			(1.71	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  42.50			$  41.00			$  35.88			$  32.95			$  26.21
Total Return
Total investment return based on net asset value(d)		7.10	%		22.99	%		12.71	%		26.26	%		(6.12	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18			$17			$21			$13			$25
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.86	%		.91	%		.95	%		.95	%		.98	%
Expenses, before waivers/reimbursements(e)‡		.88	%		.92	%		.96	%		.96	%		.98	%
Net investment income (loss)(b)		.03	%		(.09	)%		(.21	)%		.01	%		.07	%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  40.98			$  35.86			$  32.93			$  26.19			$  28.69
Income From Investment Operations
Net investment income (loss)(a)(b)		.02			(.01	)		(.05	)		.00	(c)		.02
Net realized and unrealized gain (loss) on investment transactions		2.91			7.72			4.17			6.87			(1.73	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		2.93			7.71			4.12			6.87			(1.71	)
Less: Distributions
Distributions from net realized gain on investment transactions		(1.42	)		(2.59	)		(1.19	)		(.13	)		(.79	)
Net asset value, end of period		$  42.49			$  40.98			$  35.86			$  32.93			$  26.19
Total Return
Total investment return based on net asset value(d)		7.13	%		23.01	%		12.72	%		26.29	%		(6.12	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,007			$990			$812			$64,060			$44,764
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.84	%		.91	%		.91	%		.93	%		.96	%
Expenses, before waivers/reimbursements(e)‡		.87	%		.92	%		.92	%		.94	%		.96	%
Net investment income (loss)(b)		.04	%		(.03	)%		(.13	)%		0	%		.07	%
Portfolio turnover rate		23	%		30	%		27	%		29	%		44	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
Portfolios		.00	%		.00	%		.01	%		.01	%		.00	%

See footnote summary on page 40.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended June 30, 2018 and June 30, 2017, such waiver amounted to .01% and .01%, respectively.

See notes to financial statements.

40    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Concentrated Growth Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Concentrated Growth Fund (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB CONCENTRATED GROWTH FUND    ^|    41

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

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2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended June 30, 2020. For corporate shareholders, 100.00% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 100.00% of dividends paid as qualified dividend income.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

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BOARD OF DIRECTORS

Marshall C. Turner, Jr⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

James T. Tierney⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

1 Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by Mr. James T. Tierney. Mr. Tierney has the most significant responsibility for the day-to-day management of the Fund’s portfolio.

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MANAGEMENT OF THE FUND

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,# 1345 Avenue of the Americas New York, NY 10105 60 (2014)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,## Chairman of the Board 78 (2014)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,## 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,## 76 (2014)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,## 72 (2014)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb 68 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,## 65 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and nonprofit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,## 68 (2014)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,## 81 (2014)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to that, of the law firm Sullivan & Cromwell LLP. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal & Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

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MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 60	President and Chief Executive Officer	See biography above.
James T. Tierney 53	Vice President	Senior Vice President, Chief Investment Officer of Concentrated U.S. Growth of the Adviser**, with which he has been associated since prior to 2015.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS,** with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at 1-800-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser as proposed to be amended to effect a fee reduction (as so amended, the “Advisory Agreement”) in respect of AB Concentrated Growth Fund (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund, and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the proposed advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the proposed advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The directors noted that the proposed lowering of the advisory fee would benefit the Fund and its shareholders. The directors noted that the Adviser was reducing the advisory fee for business reasons, and had assured them that there would be no diminution in the nature or

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quality of services to the Fund. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund

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before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable. The directors noted that the proposed reduction in the advisory fee rate would likely impact the Adviser’s profitability analysis in future years.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended February 29, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s pro forma contractual advisory fee rate (reflecting the 15 basis

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point fee waiver the Adviser implemented on March 2, 2020, which the Adviser proposed be reflected in the Advisory Agreement as a fee reduction) with a peer group median. The directors also took into account the impact on the proposed advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s proposed fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending

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purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s proposed advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser implemented a 15 basis point advisory fee waiver effective March 2, 2020, which the Adviser proposed be reflected in the Advisory Agreement as a fee reduction. The information reviewed by the directors included a pro forma expense ratio that gave effect to the reduction for the entire fiscal year. The Adviser had agreed to cap the Fund’s expenses, but the directors noted that the Fund’s pro forma expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s pro forma expense ratio was acceptable.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Fund, while reflecting a reduction in the advisory fee rate, does not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors

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informed the Adviser that they would monitor the Fund’s asset level (which was well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

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This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

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FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

60    ^|    AB CONCENTRATED GROWTH FUND abfunds.com

AB CONCENTRATED GROWTH FUND

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

CG-0151-0620                

JUN    ^06.30.20

ANNUAL REPORT

AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Concentrated International Growth Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    1

ANNUAL REPORT

August 14, 2020

This report provides management’s discussion of fund performance for AB Concentrated International Growth Portfolio for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is to seek long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO1
Class A Shares		-1.69%		6.75%
Class C Shares		-1.99%		5.97%
Advisor Class Shares2		-1.51%		7.11%
MSCI EAFE Index (net)		-11.34%		-5.13%

1 Includes the impact of reimbursements from the Adviser, which enhanced the performance of all share classes of the Fund for the six- and 12-month periods ended June 30, 2020, by 0.01% and 0.01%, respectively.

2 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and the Far East (“MSCI EAFE”) Index (net), for the six- and 12-month periods ended June 30, 2020.

All share classes of the Fund outperformed the benchmark for both periods, before sales charges. Positive security selection drove the majority of outperformance, relative to the benchmark. During the 12-month period, stock selection within consumer discretionary and communication services contributed most, while selection within the consumer-staples sector detracted. Sector positioning was also positive over the period. From a positioning standpoint, an overweight to technology and having no energy exposure contributed most, while owning no utilities detracted. Top absolute contributors to performance included ASML, Cellnex Telecom and Genmab. Top absolute detractors included HDFC Bank, NMC Health and Compass Group.

For the six-month period, stock selection within communication services and health care contributed most, while selection within consumer staples

2    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

detracted. As in the 12-month period, an overweight to technology and not owning energy added most, while having no exposure to utilities detracted modestly. Top absolute contributors to performance included Lonza, Genmab and Cellnex. Top absolute detractors included HDFC Bank, Compass Group and NMC.

During both periods, the Fund utilized derivatives in the form of currency forwards for hedging purposes (to reduce volatility), which had an immaterial impact on absolute returns.

MARKET REVIEW AND INVESTMENT STRATEGY

International markets produced negative returns over both periods, having been significantly impacted from the COVID-19 pandemic, which took form early in the first quarter of 2020. The six-month period produced the quickest bear market ever, followed by the fastest bull market in history. During both periods, the Fund benefited from specific style factors in the market. The Fund’s high-quality secular growth focus added to performance, as cyclical and value companies that carried higher debt loads lagged. Market leadership was consistent over both periods, led by health care and technology, while energy was the worst-performing sector.

The Fund’s Senior Investment Management Team (the “Team”) will continue to look for strong earners that have continued to grow, even in this difficult year. The Team will also continue to look for some very high-quality businesses that have struggled due to the lockdown but the Team believes their long-term outlook is attractive.

INVESTMENT POLICIES

The Adviser seeks to achieve the Fund’s investment objective by investing, under normal circumstances, primarily in common stocks of non-US companies, and in companies in at least three countries other than the United States.

The Fund invests in companies that are determined by the Adviser to offer favorable long-term growth potential and that are trading at attractive valuations. The Adviser employs an appraisal method which attempts to measure each prospective company’s quality and growth rate by numerous factors. Such factors include: a company’s record and projections of profit and earnings growth, accuracy and availability of information with respect to the company, success and experience of management, accessibility of management to the Adviser, product lines and competitive position both in the United States and abroad, lack of cyclicality, large market capitalization and liquidity of the company’s securities. The Adviser compares these results to the

(continued on next page)

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    3

characteristics of the general stock markets to determine the relative attractiveness of each company at a given time. The Adviser weighs economic, political and market factors in making investment decisions; this appraisal technique attempts to measure each investment candidate not only against other stocks of the same industry and region, but also against a broad spectrum of investments.

The Fund invests in a relatively small number of individual stocks, generally 25 to 35 companies. The Fund primarily invests in mid- and large-capitalization companies, which are currently defined for the Fund as companies that have market capitalizations of $2.0 billion or more. The Fund’s holdings of non-US companies may include some companies located in emerging markets, and at times emerging-market companies may make up a significant portion of the Fund.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of equity securities. While the Adviser may hedge the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives, it is not required to do so.

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DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI EAFE Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EAFE Index (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed markets, excluding the US and Canada. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Focused Portfolio Risk: Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value (“NAV”).

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    5

DISCLOSURES AND RISKS (continued)

Capitalization Risk: Investments in mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. NAV returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

Please note: References to specific securities are presented to illustrate the Fund’s investment philosophy and are not to be considered advice or recommendations. This information reflects prevailing market conditions and the Adviser’s judgments as of the date indicated, which are subject to change. In preparing this report, the Adviser has relied upon and assumed without independent verification, the accuracy and completeness of all information available from third-party sources. It should not be assumed that any investments made in the future will be profitable or will equal the performance of the selected investments referenced herein.

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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

4/15/2015¹ TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB Concentrated International Growth Portfolio Class A shares (from 4/15/2015¹ to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

1 Inception date: 4/15/2015.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    7

HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		6.75%		2.21%
5 Years		6.10%		5.19%
Since Inception1		5.38%		4.51%
CLASS C SHARES
1 Year		5.97%		4.97%
5 Years		5.34%		5.34%
Since Inception1		4.61%		4.61%
ADVISOR CLASS SHARES2
1 Year		7.11%		7.11%
5 Years		6.38%		6.38%
Since Inception1		5.65%		5.65%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.48%, 2.24% and 1.23% for Class A, Class C and Advisor Class shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios exclusive of acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense and extraordinary expenses to 1.15%, 1.90% and 0.90% for Class A, Class C and Advisor Class shares, respectively. These waivers/reimbursements may not be terminated before October 31, 2021. Any fees waived and expenses borne by the Adviser through February 13, 2018 may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s total other expenses to exceed the expense limitation. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception date: 4/15/2015.

2 This share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

8    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		2.21%
5 Years		5.19%
Since Inception1		4.51%
CLASS C SHARES
1 Year		4.97%
5 Years		5.34%
Since Inception1		4.61%
ADVISOR CLASS SHARES2
1 Year		7.11%
5 Years		6.38%
Since Inception1		5.65%

1 Inception date: 4/15/2015.

2 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    9

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

EXPENSE EXAMPLE (continued)

	Beginning Account Value January 1, 2020		Ending Account Value June 30, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	983.10	$	5.87		1.19	%	$	5.92		1.20	%
Hypothetical**	$	1,000	$	1,018.95	$	5.97		1.19	%	$	6.02		1.20	%
Class C
Actual	$	1,000	$	980.10	$	9.65		1.96	%	$	9.70		1.97	%
Hypothetical**	$	1,000	$	1,015.12	$	9.82		1.96	%	$	9.87		1.97	%
Advisor Class
Actual	$	1,000	$	984.90	$	4.64		0.94	%	$	4.69		0.95	%
Hypothetical**	$	1,000	$	1,020.19	$	4.72		0.94	%	$	4.77		0.95	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    11

PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $162.4

1 All data are as of June 30, 2020. The Fund’s sector and country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO SUMMARY (continued)

June 30, 2020 (unaudited)

TEN LARGEST HOLDINGS¹

Company	U.S. $ Value		Percent of Net Assets
ASML Holding NV	$	7,346,985		4.5	%
Genmab A/S		7,220,313		4.5
Lonza Group AG		6,961,811		4.3
Murata Manufacturing Co., Ltd.		6,802,654		4.2
Nidec Corp.		6,642,559		4.1
Nestle SA		6,346,456		3.9
Keyence Corp.		6,076,392		3.7
Partners Group Holding AG		5,751,936		3.5
B&M European Value Retail SA		5,705,781		3.5
Cellnex Telecom SA		5,531,383		3.4
	$	64,386,270		39.6	%

1 Long-term investments.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    13

PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 95.6%
Information Technology – 20.9%
Electronic Equipment, Instruments & Components – 7.9%
Keyence Corp.		14,500	$	6,076,392
Murata Manufacturing Co., Ltd.		115,400		6,802,654
				12,879,046
IT Services – 3.2%
Capgemini SE		44,865		5,177,486
Semiconductors & Semiconductor Equipment – 4.5%
ASML Holding NV		20,084		7,346,985
Software – 5.3%
TeamViewer AG(a)(b)		66,422		3,626,779
Temenos AG		31,993		4,972,478
				8,599,257
				34,002,774
Consumer Staples – 16.2%
Beverages – 4.3%
Budweiser Brewing Co. APAC Ltd.(a)		939,600		2,750,615
Treasury Wine Estates Ltd.		590,819		4,298,725
				7,049,340
Food Products – 7.6%
Calbee, Inc.		99,900		2,761,200
Kerry Group PLC – Class A		25,942		3,222,703
Nestle SA		57,242		6,346,456
				12,330,359
Household Products – 2.3%
Reckitt Benckiser Group PLC		40,119		3,690,885
Personal Products – 2.0%
Kose Corp.(c)		27,600		3,340,899
				26,411,483
Industrials – 15.2%
Electrical Equipment – 4.1%
Nidec Corp.		98,600		6,642,559
Machinery – 6.2%
Alstom SA		101,230		4,717,407
KION Group AG		86,074		5,299,560
				10,016,967
Professional Services – 2.6%
Recruit Holdings Co., Ltd.		125,400		4,312,527

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Trading Companies & Distributors – 2.3%
Ashtead Group PLC		110,508	$	3,727,773
				24,699,826
Consumer Discretionary – 13.3%
Hotels, Restaurants & Leisure – 3.9%
Compass Group PLC		231,774		3,188,853
Yum China Holdings, Inc.		66,393		3,191,512
				6,380,365
Internet & Direct Marketing Retail – 3.2%
Alibaba Group Holding Ltd. (Sponsored ADR)(b)		23,848		5,144,014
Multiline Retail – 3.5%
B&M European Value Retail SA		1,159,145		5,705,781
Textiles, Apparel & Luxury Goods – 2.7%
LVMH Moet Hennessy Louis Vuitton SE		9,890		4,366,385
				21,596,545
Health Care – 12.1%
Biotechnology – 4.4%
Genmab A/S(b)		21,413		7,220,313
Health Care Providers & Services – 0.0%
NMC Health PLC(b)(d)		110,100		– 0	–
Life Sciences Tools & Services – 7.7%
Eurofins Scientific SE(b)		8,741		5,513,248
Lonza Group AG		13,143		6,961,811
				12,475,059
				19,695,372
Financials – 8.1%
Capital Markets – 6.0%
Partners Group Holding AG		6,316		5,751,936
St. James’s Place PLC		336,062		3,951,573
				9,703,509
Insurance – 2.1%
AIA Group Ltd.		364,000		3,406,166
				13,109,675
Communication Services – 6.5%
Diversified Telecommunication Services – 3.4%
Cellnex Telecom SA(a)(c)		90,563		5,531,383
Interactive Media & Services – 3.1%
Tencent Holdings Ltd.		77,500		4,966,035
				10,497,418

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Materials – 3.3%
Chemicals – 3.3%
Sika AG		27,566	$	5,313,961
Total Common Stocks (cost $135,960,675)				155,327,054
SHORT-TERM INVESTMENTS – 3.8%
Investment Companies – 3.8%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(e)(f)(g) (cost $6,170,708)		6,170,708		6,170,708
Total Investments Before Security Lending Collateral for Securities Loaned – 99.4% (cost $142,131,383)				161,497,762
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 3.5%
Investment Companies – 3.5%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(e)(f)(g) (cost $5,623,173)		5,623,173		5,623,173
Total Investments – 102.9% (cost $147,754,556)				167,120,935
Other assets less liabilities – (2.9)%				(4,701,276	)
Net Assets – 100.0%			$	162,419,659

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	JPY	316,224	USD	2,945		09/14/2020	$	13,188
Barclays Bank PLC	USD	754	AUD	1,144		09/14/2020		36,110
Barclays Bank PLC	USD	976	EUR	897		09/14/2020		32,944
Barclays Bank PLC	USD	9,618	JPY	1,030,711		09/14/2020		(63,103	)
BNP Paribas SA	CNY	2,448	USD	343		09/14/2020		(2,109	)
Citibank, NA	CHF	1,521	USD	1,594		09/14/2020		(15,316	)
Citibank, NA	CNY	51,590	USD	7,276		09/14/2020		6,247
Citibank, NA	EUR	1,294	USD	1,472		09/14/2020		16,150
Citibank, NA	EUR	2,580	USD	2,879		09/14/2020		(24,742	)
Citibank, NA	USD	5,169	AUD	7,391		09/14/2020		(66,795	)
Citibank, NA	USD	2,257	EUR	2,028		09/14/2020		25,217
Citibank, NA	USD	8,829	EUR	7,792		09/14/2020		(60,732	)
Citibank, NA	USD	573	JPY	61,420		09/14/2020		(3,434	)
Goldman Sachs Bank USA	CNY	4,217	USD	595		09/14/2020		1,099
Goldman Sachs Bank USA	CNY	6,971	USD	974		09/14/2020		(8,229	)
Goldman Sachs Bank USA	USD	1,070	JPY	113,940		09/14/2020		(13,848	)
Natwest Markets PLC	CHF	2,739	USD	2,833		09/14/2020		(64,695	)

16    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Natwest Markets PLC	CNY	5,205	USD	727		09/14/2020	$	(6,459	)
Natwest Markets PLC	EUR	897	USD	988		09/14/2020		(21,871	)
Natwest Markets PLC	USD	953	EUR	840		09/14/2020		(7,899	)
Natwest Markets PLC	USD	1,712	JPY	182,518		09/14/2020		(20,279	)
State Street Bank & Trust Co.	AUD	634	USD	436		09/14/2020		(1,791	)
State Street Bank & Trust Co.	CHF	419	USD	444		09/14/2020		1,049
State Street Bank & Trust Co.	CHF	905	USD	935		09/14/2020		(21,826	)
State Street Bank & Trust Co.	EUR	1,324	USD	1,508		09/14/2020		17,626
State Street Bank & Trust Co.	JPY	190,097	USD	1,775		09/14/2020		12,923
State Street Bank & Trust Co.	USD	962	AUD	1,471		09/14/2020		53,408
State Street Bank & Trust Co.	USD	410	CHF	389		09/14/2020		1,632
State Street Bank & Trust Co.	USD	613	CHF	579		09/14/2020		(182	)
State Street Bank & Trust Co.	USD	1,023	CNY	7,271		09/14/2020		1,674
State Street Bank & Trust Co.	USD	747	EUR	661		09/14/2020		(2,953	)
State Street Bank & Trust Co.	USD	2,251	JPY	241,315		09/14/2020		(13,762	)
UBS AG	CHF	6,421	USD	6,812		09/14/2020		19,887
UBS AG	CHF	591	USD	623		09/14/2020		(1,645	)
UBS AG	USD	900	EUR	802		09/14/2020		2,714
UBS AG	USD	536	JPY	58,460		09/14/2020		5,766
							$	(174,036	)

(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 June 30, 2020, the aggregate market value of these securities amounted to $11,908,777 or 7.3% of net assets.

(b) Non-income producing security.

(c) Represents entire or partial securities out on loan. See Note E for securities lending information.

(d) Security in which significant unobservable inputs (Level 3) were used in determining fair value.

(e) Affiliated investments.

(f) The rate shown represents the 7-day yield as of period end.

(g) 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.

Currency Abbreviations:

AUD – Australian Dollar

CHF – Swiss Franc

CNY – Chinese Yuan Renminbi

EUR – Euro

JPY – Japanese Yen

USD – United States Dollar

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    17

STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value
Unaffiliated issuers (cost $135,960,675)	$	155,327,054	(a)
Affiliated issuers (cost $11,793,881—including investment of cash collateral for securities loaned of $5,623,173)		11,793,881
Foreign currencies, at value (cost $115,315)		115,596
Receivable for capital stock sold		837,703
Receivable for investment securities sold and foreign currency transactions		832,065
Unrealized appreciation on forward currency exchange contracts		247,634
Unaffiliated dividends receivable		100,369
Affiliated dividends receivable		1,092
Total assets		169,255,394
Liabilities
Payable for collateral received on securities loaned		5,623,173
Payable for investment securities purchased and foreign currency transactions		617,647
Unrealized depreciation on forward currency exchange contracts		421,670
Advisory fee payable		65,445
Administrative fee payable		22,971
Payable for capital stock redeemed		5,864
Transfer Agent fee payable		774
Distribution fee payable		703
Accrued expenses		77,488
Total liabilities		6,835,735
Net Assets	$	162,419,659
Composition of Net Assets
Capital stock, at par	$	1,385
Additional paid-in capital		141,524,039
Distributable earnings		20,894,235
	$	162,419,659

Net Asset Value Per Share—11 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,728,548		148,279	$	11.66	*
C	$	425,751		37,622	$	11.32
Advisor	$	160,265,360		13,668,431	$	11.73

(a) Includes securities on loan with a value of $7,633,729 (see Note E).

* The maximum offering price per share for Class A shares was $12.18 which reflects a sales charge of 4.25%.

See notes to financial statements.

18    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $126,011)	$	1,249,941
Affiliated issuers		78,602
Securities lending income		10,977		$	1,339,520
Expenses
Advisory fee (see Note B)		820,664
Distribution fee—Class A		2,328
Distribution fee—Class C		3,942
Transfer agency—Class A		302
Transfer agency—Class C		200
Transfer agency—Advisor Class		31,224
Custody and accounting		100,964
Administrative		78,414
Registration fees		61,109
Audit and tax		43,929
Legal		34,789
Printing		21,334
Directors’ fees		19,660
Miscellaneous		11,860
Total expenses		1,230,719
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(252,123	)
Net expenses					978,596
Net investment income					360,924
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					3,486,608
Forward currency exchange contracts					(352,135	)
Foreign currency transactions					23,296
Net change in unrealized appreciation/depreciation of:
Investments					11,079,862
Forward currency exchange contracts					(207,327	)
Foreign currency denominated assets and liabilities					3,097
Net gain on investment and foreign currency transactions					14,033,401
Contributions from Affiliates (see Note B)					17,872
Net Increase in Net Assets from Operations				$	14,412,197

See notes to financial statements.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    19

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	360,924		$	267,252
Net realized gain (loss) on investment transactions and foreign currency		3,157,769			(1,079,231	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		10,875,632			4,463,194
Contributions from Affiliates (see Note B)		17,872			– 0	–
Net increase in net assets from operations		14,412,197			3,651,215
Distributions to Shareholders
Class A		(7,218	)		(32,224	)
Class C		(3,676	)		(9,241	)
Advisor Class		(925,445	)		(2,830,791	)
Capital Stock Transactions
Net increase		81,101,111			21,182,111
Total increase		94,576,969			21,961,070
Net Assets
Beginning of period		67,842,690			45,881,620
End of period	$	162,419,659		$	67,842,690

See notes to financial statements.

20    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company currently comprised of 15 portfolios. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Concentrated International Growth Portfolio (the “Fund”), a diversified portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares. Class B, Class R, Class K, Class I, Class Z, Class T, Class 1 and Class 2 shares have not been issued. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without any initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    21

NOTES TO FINANCIAL STATEMENTS (continued)

Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value

22    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    23

NOTES TO FINANCIAL STATEMENTS (continued)

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 June 30, 2020:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

3,626,779

$

30,375,995

$

– 0

–

$

34,002,774

Consumer Staples

– 0

–

26,411,483

– 0

–

26,411,483

Industrials

– 0

–

24,699,826

– 0

–

24,699,826

Consumer Discretionary

8,335,526

13,261,019

– 0

–

21,596,545

Health Care

– 0

–

19,695,372

0

(a)

19,695,372

Financials

– 0

–

13,109,675

– 0

–

13,109,675

Communication Services

– 0

–

10,497,418

– 0

–

10,497,418

Materials

– 0

–

5,313,961

– 0

–

5,313,961

Short-Term Investments

6,170,708

– 0

–

– 0

–

6,170,708

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

5,623,173

– 0

–

– 0

–

5,623,173

Total Investments in Securities

23,756,186

143,364,749

(b)

– 0

–

167,120,935

Other Financial Instruments(c):

Assets:

Forward Currency Exchange Contracts

– 0

–

247,634

– 0

–

247,634

Liabilities:

Forward Currency Exchange Contracts

– 0

–

(421,670

)

– 0

–

(421,670

)

Total

$

23,756,186

$

143,190,713

$

– 0

–

$

166,946,899

(a) The Fund held securities with zero market value at period end.

(b) 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, see Note A.1.

(c) 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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

24    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Effective May 7, 2020, under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the Fund’s average daily net assets. Prior to May 7, 2020, the investment advisory agreement provided for the payment of an advisory fee at an annual rate of .85% of the Fund’s average daily net assets. For the period from March 2, 2020 until May 6, 2020, the Adviser waived a portion of the advisory fee in order to reduce the advisory fee rate from .85% to .75% of the Fund’s average daily net assets; such waiver amounted to $19,760. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to 1.15%, 1.90% and 0.90% of the daily average net assets for Class A, Class C and Advisor Class shares, respectively. The Expense Caps may not be terminated by the Adviser before October 31, 2021. For the year ended June 30, 2020, the reimbursements/waivers amounted to $226,084. Prior to March 2, 2020, the Adviser had agreed to waive it’s fees and bear certain expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) to the extent necessary to limit total operating expenses on an annual basis to 1.30%, 2.05%, and 1.05% of the daily average net assets for Class A, Class C and Advisor Class shares, respectively. Any fees waived and expenses borne by the Adviser through February 13, 2018 may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne; such waivers that are subject to repayment amounted to $264,793 and $160,748 for the years ended June 30, 2017 and June 30, 2018, respectively. In any case, no reimbursement payment will be made that would cause the Fund’s total annual fund operating expenses to exceed the Expense Caps’ net fee percentages set forth above.

26    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the reimbursement for such services amounted to $78,414.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $18,845 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $222 from the sale of Class A shares and received $6 and $14 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $5,621.

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)		Dividend Income (000)
Government Money Market Portfolio	$	4,863	$	91,662	$	90,354	$	6,171	$	64
Government Money Market Portfolio*		1,857		44,412		40,646		5,623		15
Total							$	11,794	$	79

* Investments of cash collateral for securities lending transactions (see Note E).

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NOTES TO FINANCIAL STATEMENTS (continued)

During the year ended June 30, 2020, the Adviser reimbursed the Fund $17,872 for losses incurred due to a mispriced security.

During the second quarter of 2018, S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class shares. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the

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NOTES TO FINANCIAL STATEMENTS (continued)

amount of $618 for Class C shares. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	109,942,111		$	29,039,423
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	147,944,673
Gross unrealized appreciation	$	26,491,663
Gross unrealized depreciation		(7,315,401	)
Net unrealized appreciation	$	19,176,262

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal type of derivative utilized by the Fund, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and

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NOTES TO FINANCIAL STATEMENTS (continued)

the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended June 30, 2020, the Fund held forward currency exchange contracts for hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended June 30, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts	$	247,634	Unrealized depreciation on forward currency exchange contracts	$	421,670
Total		$	247,634		$	421,670

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NOTES TO FINANCIAL STATEMENTS (continued)

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain (loss) on forward currency exchange contracts; Net change in unrealized appreciation/depreciation of forward currency exchange contracts	$	(352,135	)	$	(207,327	)
Total		$	(352,135	)	$	(207,327	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended June 30, 2020:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	31,195,655
Average principal amount of sale contracts	$	28,261,575

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of June 30, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA		Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Barclays Bank PLC	$	82,242	$	(63,103	)	$	– 0	–	$	– 0	–	$	19,139
Citibank, NA		47,614		(47,614	)		– 0	–		– 0	–		– 0	–
Goldman Sachs Bank USA		1,099		(1,099	)		– 0	–		– 0	–		– 0	–
State Street Bank & Trust Co.		88,312		(40,514	)		– 0	–		– 0	–		47,798
UBS AG		28,367		(1,645	)		– 0	–		– 0	–		26,722
Total	$	247,634	$	(153,975	)	$	– 0	–	$	– 0	–	$	93,659	^

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NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Barclays Bank PLC

$

63,103

$

(63,103

)

$

– 0

–

$

– 0

–

$

– 0

–

BNP Paribas SA

2,109

– 0

–

– 0

–

– 0

–

2,109

Citibank, NA

171,019

(47,614

)

– 0

–

– 0

–

123,405

Goldman Sachs Bank USA

22,077

(1,099

)

– 0

–

– 0

–

20,978

Natwest Markets PLC

121,203

– 0

–

– 0

–

– 0

–

121,203

State Street Bank & Trust Co.

40,514

(40,514

)

– 0

–

– 0

–

– 0

–

UBS AG

1,645

(1,645

)

– 0

–

– 0

–

– 0

–

Total

$

421,670

$

(153,975

)

$

– 0

–

$

– 0

–

$

267,695

^

* The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the

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NOTES TO FINANCIAL STATEMENTS (continued)

securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

							Government Money Market Portfolio
Market Value of Securities on Loan*	Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Income Earned		Advisory Fee Waived
$  7,633,729	$	5,623,173	$	2,383,421	$	10,977	$	14,623	$	658

* As of June 30, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		121,701			32,811		$	1,327,434		$	347,703
Shares issued in reinvestment of dividends and distributions		592			3,401			6,989			30,949
Shares converted from Class C		4,142			– 0	–		39,395			– 0	–
Shares redeemed		(23,342	)		(15,775	)		(252,896	)		(156,878	)
Net increase		103,093			20,437		$	1,120,922		$	221,774
Class C
Shares sold		22,270			18,111		$	252,479		$	178,853
Shares issued in reinvestment of dividends and distributions		291			958			3,334			8,556
Shares converted to Class A		(4,259	)		– 0	–		(39,395	)		– 0	–
Shares redeemed		(7,655	)		(7,178	)		(77,216	)		(75,734	)
Net increase		10,647			11,891		$	139,202		$	111,675
Advisor Class
Shares sold		12,416,655			2,873,116		$	133,075,273		$	28,671,076
Shares issued in reinvestment of dividends and distributions		32,453			21,308			384,242			194,328
Shares redeemed		(4,841,526	)		(760,969	)		(53,618,528	)		(8,016,742	)
Net increase		7,607,582			2,133,455		$	79,840,987		$	20,848,662

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

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Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value, or NAV.

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Capitalization Risk—Investments in mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to

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NOTES TO FINANCIAL STATEMENTS (continued)

those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	120,160	$	2,258,527
Net long-term capital gains		816,179		613,729
Total taxable distributions paid	$	936,339	$	2,872,256

As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	159,418
Undistributed capital gains		1,554,767	(a)
Unrealized appreciation/(depreciation)		19,180,050	(b)
Total accumulated earnings/(deficit)	$	20,894,235

(a) During the fiscal year, the Fund utilized $942,467 of capital loss carry forwards to offset current year net realized gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to contributions from the Adviser resulted in a net increase in distributable earnings and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  11.02			$  11.54			$  10.50			$  8.46			$  9.77
Income From Investment Operations
Net investment income(a)(b)		.01			.02			.08			.05			.03
Net realized and unrealized gain (loss) on investment transactions and foreign currency		.74			.15			1.32			2.04			(1.34	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.75			.17			1.40			2.09			(1.31	)
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		(.00	)(c)		(.08	)		(.05	)		(.00	)(c)
Distributions from net realized gain on investment transactions		(.11	)		(.69	)		(.28	)		– 0	–		(.00	)(c)
Total dividends and distributions		(.11	)		(.69	)		(.36	)		(.05	)		– 0	–
Net asset value, end of period		$  11.66			$  11.02			$  11.54			$  10.50			$  8.46
Total Return
Total investment return based on net asset value(d)*		6.75	%		2.72	%		13.43	%		24.83	%		(13.39	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,729			$498			$286			$11			$9
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.22	%		1.29	%		1.29	%		1.29	%		1.30	%
Expenses, before waivers/reimbursements(e)‡		1.47	%		1.85	%		2.08	%		8.96	%		17.79	%
Net investment income(b)		.12	%		.23	%		.67	%		.54	%		.34	%
Portfolio turnover rate		30	%		34	%		34	%		66	%		42	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.01	%		.01	%		.01	%		.00	%

See footnote summary on page 41.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  10.78			$  11.38			$  10.39			$  8.39			$  9.75
Income From Investment Operations
Net investment income (loss)(a)(b)		(.08	)		(.02	)		.00	(c)		(.02	)		(.04	)
Net realized and unrealized gain (loss) on investment transactions and foreign currency		.73			.11			1.30			2.02			(1.32	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.65			.09			1.30			2.00			(1.36	)
Less: Dividends and Distributions
Dividends from net investment income		– 0	–		– 0	–		(.03	)		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		(.11	)		(.69	)		(.28	)		– 0	–		(.00	)(c)
Total dividends and distributions		(.11	)		(.69	)		(.31	)		– 0	–		– 0	–
Net asset value, end of period		$  11.32			$  10.78			$  11.38			$  10.39			$  8.39
Total Return
Total investment return based on net asset value(d)*		5.97	%		2.00	%		12.57	%		23.84	%		(13.93	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$426			$291			$172			$28			$8
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		1.99	%		2.04	%		2.04	%		2.04	%		2.05	%
Expenses, before waivers/reimbursements(e)‡		2.27	%		2.59	%		2.89	%		9.39	%		18.58	%
Net investment income (loss)(b)		(.79	)%		(.17	)%		.02	%		(.20	)%		(.43	)%
Portfolio turnover rate		30	%		34	%		34	%		66	%		42	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.01	%		.01	%		.01	%		.00	%

See footnote summary on page 41.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  11.06			$  11.57			$  10.51			$  8.47			$  9.77
Income From Investment Operations
Net investment income(a)(b)		.04			.06			.06			.20			.05
Net realized and unrealized gain (loss) on investment transactions and foreign currency		.75			.13			1.37			1.91			(1.33	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.79			.19			1.43			2.11			(1.28	)
Less: Dividends and Distributions
Dividends from net investment income		(.01	)		(.01	)		(.09	)		(.07	)		(.02	)
Distributions from net realized gain on investment transactions		(.11	)		(.69	)		(.28	)		– 0	–		(.00	)(c)
Total dividends and distributions		(.12	)		(.70	)		(.37	)		(.07	)		(.02	)
Net asset value, end of period		$  11.73			$  11.06			$  11.57			$  10.51			$  8.47
Total Return
Total investment return based on net asset value(d)*		7.11	%		3.01	%		13.61	%		25.12	%		(13.13	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$160,265			$67,054			$45,424			$32,602			$1,678
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)‡		.98	%		1.04	%		1.04	%		1.04	%		1.05	%
Expenses, before waivers/reimbursements(e)‡		1.23	%		1.59	%		1.80	%		3.75	%		17.53	%
Net investment income(b)		.37	%		.54	%		.53	%		2.04	%		.58	%
Portfolio turnover rate		30	%		34	%		34	%		66	%		42	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.01	%		.01	%		.01	%		.01	%		.00	%

See footnote summary on page 41.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended June 30, 2020, ended June 30, 2019, June 30, 2018 and June 30, 2017, such waiver amounted to .01%, .01%, .01% and .01%, respectively.

* Includes the impact of reimbursements from the Adviser which enhanced the Fund’s performance for the year ended June 30, 2020 by .01%.

See notes to financial statements.

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Concentrated International Growth Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Concentrated International Growth Portfolio (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (”PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

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2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Fund for the taxable year ended June 30, 2020. For such taxable year, the Fund designates 100% as the maximum amount that may be considered qualified dividend income for individual shareholders.

The Fund intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended June 30, 2020, $50,401 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $1,379,611.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

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BOARD OF DIRECTORS

Marshall C. Turner, Jr⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Debasashi (Dev) Chakrabarti⁽²⁾, Vice President Mark Phelps⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5 1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Transfer Agent AllianceBernstein Investor Services Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

1 Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Concentrated International Growth Investment Team. Messrs. Phelps and Chakrabarti are the persons with the most significant responsibility for day-to-day management of the Fund’s portfolio.

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MANAGEMENT OF THE FUND

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,# 1345 Avenue of the Americas New York, NY 10105 60 (2015)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,## Chairman of the Board 78 (2015)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,## 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,## 76 (2015)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,## 72 (2015)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb 68 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,## 65 (2016)	Managing Director of Slalom Consulting (consulting) since 2015, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and nonprofit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,## 68 (2015)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,## 81 (2015)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal & Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

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MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below.

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Robert M. Keith 60	President and Chief Executive Officer	See biography above.
Mark Phelps 60	Vice President	Senior Vice President of the Adviser**, and Chief Investment Officer of Concentrated Global Growth, with which he has associated since prior to 2015.
Debasashi (Dev) Chakrabarti 43	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2015.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS,** with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Fund’s Advisor, ABI and ABIS are affiliates of the fund.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser as proposed to be amended to effect a fee reduction (as so amended, the “Advisory Agreement”) in respect of AB Concentrated International Growth Portfolio (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the proposed advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the proposed advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The directors noted that the proposed lowering of the advisory fee would benefit the Fund and its shareholders. The directors noted that the Adviser was reducing the advisory fee for business reasons,

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and had assured them that there would be no diminution in the nature or quality of services to the Fund. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The direc-

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tors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2018. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2019 was not unreasonable. The directors noted that the proposed reduction in the advisory fee rate would likely impact the Adviser’s profitability analysis in future years.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Fund’s recent profitability to the Adviser would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provide (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1- and 3-year periods ended February 29, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    57

included in the fees paid by other funds. The directors compared the Fund’s pro forma contractual advisory fee rate (reflecting a 10 basis point advisory fee waiver the Adviser implemented on March 2, 2020, which the Adviser proposed be reflected in the Advisory Agreement as a fee reduction) with a peer group median and took into account the impact on the pro forma advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s proposed fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory

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fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s proposed advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser implemented a 10 basis point advisory fee waiver effective March 2, 2020, which the Adviser proposed be reflected in the Advisory Agreement as a fee reduction. The information reviewed by the directors included a pro forma expense ratio to that gave effect to the reduction for the entire fiscal year. The directors considered the Adviser’s expense cap for the Fund which the Adviser lowered by 15 basis points effective March 2, 2020. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s pro forma expense ratio was acceptable.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Fund, while reflecting a reduction in the advisory fee rate, does not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    59

indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Fund’s asset level (which was well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

60    ^|    AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO abfunds.com

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

abfunds.com AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO    ^|    61

NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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AB CONCENTRATED INTERNATIONAL GROWTH PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

CIG-0151-0620                

JUN    ^06.30.20

ANNUAL REPORT

AB GLOBAL CORE EQUITY PORTFOLIO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Global Core Equity Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    1

ANNUAL REPORT

August 7, 2020

This report provides management’s discussion of fund performance for AB Global Core Equity Portfolio for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is to seek long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB GLOBAL CORE EQUITY PORTFOLIO
Class A Shares		-8.29%		-0.48%
Class C Shares		-8.62%		-1.17%
Advisor Class Shares1		-8.20%		-0.25%
MSCI ACWI (net)		-6.25%		2.11%

1 Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Morgan Stanley Capital International All Country World Index (“MSCI ACWI”) (net), for the six- and 12-month periods ended June 30, 2020.

All share classes of the Fund underperformed the benchmark for both periods, before sales charges. For the 12-month period, stock selection within the consumer-discretionary and technology sectors detracted, relative to the benchmark, while selection in financials and communication services contributed. An overweight to financials detracted, while an underweight to real estate contributed. Country positioning (a result of bottom-up security analysis combined with fundamental research) was positive. An overweight to Denmark contributed, while an overweight to Singapore detracted.

During the six-month period, stock selection within consumer discretionary and technology detracted, while selection within financials and communication services contributed. An overweight to financials and an underweight to technology detracted, while an overweight to communication services and an underweight to real estate contributed. Country positioning contributed to performance, led by an overweight to Denmark; an overweight to Singapore detracted.

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The Fund did not utilize derivatives during the six- or 12-month periods.

MARKET REVIEW AND INVESTMENT STRATEGY

Global stocks recorded gains during the 12-month period ended June 30, 2020. Amid increased volatility, all developed and emerging equity markets rallied throughout the final quarter of the period, rising off lows reached in March after suffering steep losses that wiped out previous gains as a result of the worldwide COVID-19 pandemic. Continued support from central banks, early stage reopening of global economies and the prospect of a potential vaccine helped lift investor sentiment, despite a sharp contraction of economic growth, a resurgence of US-China tensions and rising rates of COVID-19 cases in parts of the US and large emerging markets. Growth stocks outperformed their value-style peers in all categories. Small-cap stocks continued to rally, outperforming large-caps in the final quarter of the period; year to date, large-caps have performed significantly better.

The Fund’s Senior Investment Management Team continues to invest in firms that are attractively valued in a core portfolio setup, and to minimize unintended factor risks.

INVESTMENT POLICIES

The Fund invests primarily in a portfolio of equity securities of issuers from markets around the world. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities, at least 40% of its net assets in securities of non-US companies, and invests in companies in at least three countries (including the United States).

The Fund is principally comprised of companies considered by the Adviser to offer good prospects for attractive returns relative to the general stock market. The Adviser seeks companies that are attractively valued and have the ability to generate high and sustainable returns on invested capital. In addition to returns on invested capital, other criteria that the Adviser considers include strong business fundamentals, capable management, prudent corporate governance, a strong balance sheet, strong earnings power, high earnings quality, low downside risk and substantial upside potential. In managing the Fund, the Adviser does not seek to have a bias towards any investment style, economic sector, country or company size. The Fund’s holdings of non-US companies frequently include companies located in emerging markets, and at times emerging-market companies will make up a significant portion of the Fund.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of equity securities. While the Adviser may hedge the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives, it is not required to do so.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    3

DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI ACWI is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI ACWI (net, free float-adjusted, market capitalization weighted) represents the equity market performance of developed and emerging markets. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index or average, and their results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade or dispose of due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology or financial-services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund,

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DISCLOSURES AND RISKS (continued)

but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    5

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

11/12/2014¹ TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB Global Core Equity Portfolio Class A shares (from 11/12/2014¹ to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

1 Inception date: 11/12/2014.

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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-0.48%		-4.71%
5 Years		7.35%		6.42%
Since Inception1		6.82%		6.01%
CLASS C SHARES
1 Year		-1.17%		-2.14%
5 Years		6.54%		6.54%
Since Inception1		6.02%		6.02%
ADVISOR CLASS SHARES2
1 Year		-0.25%		-0.25%
5 Years		7.61%		7.61%
Since Inception1		7.08%		7.08%

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-4.71%
5 Years		6.42%
Since Inception1		6.01%
CLASS C SHARES
1 Year		-2.14%
5 Years		6.54%
Since Inception1		6.02%
ADVISOR CLASS SHARES2
1 Year		-0.25%
5 Years		7.61%
Since Inception1		7.08%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.13%, 1.90% and 0.90% for Class A, Class C and Advisor Class shares, respectively. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception date: 11/12/2014.

2 Please note that this share class is offered at NAV to eligible investors and the SEC returns are the same as the NAV returns. Please note that this share class is for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    7

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/2020		Ending Account Value 6/30/2020		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	917.10	$	5.20		1.09	%
Hypothetical**	$	1,000	$	1,019.44	$	5.47		1.09	%

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EXPENSE EXAMPLE (continued)

	Beginning Account Value 1/1/2020		Ending Account Value 6/30/2020		Expenses Paid During Period*		Annualized Expense Ratio*
Class C
Actual	$	1,000	$	913.80	$	8.80		1.85	%
Hypothetical**	$	1,000	$	1,015.66	$	9.27		1.85	%
Advisor Class
Actual	$	1,000	$	918.00	$	4.01		0.84	%
Hypothetical**	$	1,000	$	1,020.69	$	4.22		0.84	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    9

PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,233.2

1 All data are as of June 30, 2020. The Fund’s country breakdowns are expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO SUMMARY (continued)

June 30, 2020 (unaudited)

TEN LARGEST HOLDINGS¹

Company	U.S. $ Value		Percent of Net Assets
Alphabet, Inc.	$	56,393,144		4.6	%
Anthem, Inc.		53,086,458		4.3
International Flavors & Fragrances, Inc.		45,728,033		3.7
Secom Co., Ltd.		42,897,406		3.5
Microsoft Corp.		41,133,441		3.3
Cognizant Technology Solutions Corp		38,190,711		3.1
SoftBank Group Corp.		37,896,394		3.0
Otis Worldwide Corp.		36,572,409		3.0
Koninklijke Philips NV		35,761,775		2.9
3M Co.		34,652,398		2.8
	$	422,312,169		34.2	%

1 Long-term investments.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    11

PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 99.2%
Information Technology – 20.3%
Electronic Equipment, Instruments & Components – 0.8%
IPG Photonics Corp.		58,768	$	9,425,800
IT Services – 7.2%
Automatic Data Processing, Inc.		159,100		23,688,399
Cognizant Technology Solutions Corp. – Class A		672,135		38,190,711
Visa, Inc. – Class A		142,021		27,434,196
				89,313,306
Semiconductors & Semiconductor Equipment – 1.1%
Xilinx, Inc.		139,401		13,715,664
Software – 8.6%
Microsoft Corp.		202,120		41,133,441
SAP SE		165,629		23,153,198
Trend Micro, Inc./Japan		505,900		28,271,966
VMware, Inc. – Class A(a)		85,767		13,281,878
				105,840,483
Technology Hardware, Storage & Peripherals – 2.6%
Samsung Electronics Co., Ltd.		719,292		31,841,354
				250,136,607
Financials – 14.6%
Banks – 4.2%
DBS Group Holdings Ltd.		1,238,600		18,637,007
Jyske Bank A/S(a)		564,012		16,596,426
Wells Fargo & Co.		644,146		16,490,138
				51,723,571
Capital Markets – 6.3%
BlackRock, Inc. – Class A		12,631		6,872,401
CME Group, Inc. – Class A		58,358		9,485,509
Goldman Sachs Group, Inc. (The)		34,245		6,767,497
Julius Baer Group Ltd.		806,250		33,860,562
Moody’s Corp.		24,211		6,651,488
Singapore Exchange Ltd.		2,403,900		14,465,860
				78,103,317
Diversified Financial Services – 3.5%
Berkshire Hathaway, Inc. – Class B(a)		180,330		32,190,708
Groupe Bruxelles Lambert SA		130,959		10,969,139
				43,159,847
Insurance – 0.6%
PICC Property & Casualty Co., Ltd. – Class H		8,472,000		7,040,791
				180,027,526

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 14.2%
Diversified Telecommunication Services – 1.8%
Comcast Corp. – Class A		555,315	$	21,646,179
Entertainment – 1.8%
Nintendo Co., Ltd.		49,400		22,085,201
Interactive Media & Services – 6.1%
Alphabet, Inc. – Class C(a)		39,893		56,393,144
Facebook, Inc. – Class A(a)		84,540		19,196,498
				75,589,642
Wireless Telecommunication Services – 4.5%
China Mobile Ltd.		2,611,000		17,629,630
SoftBank Group Corp.		751,500		37,896,394
				55,526,024
				174,847,046
Health Care – 13.4%
Health Care Equipment & Supplies – 2.9%
Koninklijke Philips NV		766,635		35,761,775
Health Care Providers & Services – 5.6%
Anthem, Inc.		201,865		53,086,458
Henry Schein, Inc.(a)		278,942		16,287,423
				69,373,881
Pharmaceuticals – 4.9%
Johnson & Johnson		133,930		18,834,576
Roche Holding AG		50,544		17,510,945
Sanofi		228,170		23,269,847
				59,615,368
				164,751,024
Industrials – 11.5%
Building Products – 3.0%
Otis Worldwide Corp.		643,201		36,572,409
Commercial Services & Supplies – 3.5%
Secom Co., Ltd.		488,900		42,897,406
Industrial Conglomerates – 2.8%
3M Co.		222,145		34,652,398
Machinery – 1.3%
Dover Corp.		172,727		16,678,519
Professional Services – 0.9%
RELX PLC(b)		461,057		10,670,749
				141,471,481

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    13

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Consumer Discretionary – 11.2%
Diversified Consumer Services – 2.6%
Service Corp. International/US		836,349	$	32,525,613
Hotels, Restaurants & Leisure – 2.1%
Accor SA(a)		246,838		6,736,611
Compass Group PLC		941,497		12,953,545
Starbucks Corp.		92,414		6,800,746
				26,490,902
Internet & Direct Marketing Retail – 5.9%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		91,790		19,799,103
Naspers Ltd. – Class N		182,976		33,627,399
Prosus NV(a)		202,151		18,791,631
				72,218,133
Textiles, Apparel & Luxury Goods – 0.6%
adidas AG(a)		26,669		7,031,330
				138,265,978
Consumer Staples – 6.4%
Beverages – 2.4%
Asahi Group Holdings Ltd.		397,300		13,954,075
Coca-Cola Co. (The)		342,935		15,322,336
				29,276,411
Food Products – 1.8%
Danone SA		315,886		21,926,656
Household Products – 1.0%
Procter & Gamble Co. (The)		109,056		13,039,826
Personal Products – 1.2%
L’Oreal SA(a)		47,280		15,259,467
				79,502,360
Materials – 4.3%
Chemicals – 3.7%
International Flavors & Fragrances, Inc.(b)		373,412		45,728,033
Paper & Forest Products – 0.6%
Mondi PLC		393,408		7,358,686
				53,086,719
Energy – 2.1%
Oil, Gas & Consumable Fuels – 2.1%
LUKOIL PJSC (Sponsored ADR)		180,240		13,377,413
Marathon Petroleum Corp.		338,429		12,650,476
				26,027,889

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PORTFOLIO OF INVESTMENTS (continued)

Company		Shares			U.S. $ Value
Real Estate – 1.2%
Real Estate Management & Development – 1.2%
CBRE Group, Inc. – Class A(a)			337,817		$	15,276,085
Total Common Stocks (cost $1,102,776,581)						1,223,392,715
SHORT-TERM INVESTMENTS – 1.4%
Investment Companies – 1.4%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(c)(d)(e) (cost $16,580,832)			16,580,832			16,580,832
		Principal Amount (000)
Time Deposits – 0.0%
BBH Grand Cayman (1.53)%, 07/01/2020	CHF		114			120,833
(0.16)%, 07/01/2020	DKK		5			818
(0.10)%, 07/01/2020	AUD		0	*		1
(0.00)%, 07/01/2020	SGD		2			1,130
0.01%, 07/01/2020	GBP		0	*		431
0.02%, 07/02/2020	CAD		0	*		1
3.03%, 07/01/2020	ZAR		2			141
Citibank, London (0.68)%, 07/01/2020	EUR		107			120,350
Hong Kong & Shanghai Bank, Hong Kong 0.04%, 07/02/2020	HKD		596			76,940
Sumitomo, Tokyo (0.25)%, 07/01/2020	JPY		12,872			119,217
Total Time Deposits (cost $439,862)						439,862
Total Short-Term Investments (cost $17,020,694)						17,020,694
Total Investments Before Security Lending Collateral for Securities Loaned – 100.6% (cost $1,119,797,275)						1,240,413,409

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 3.9%
Investment Companies – 3.9%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(c)(d)(e) (cost $48,007,861)		48,007,861	$	48,007,861
Total Investments – 104.5% (cost $1,167,805,136)				1,288,421,270
Other assets less liabilities – (4.5)%				(55,175,521	)
Net Assets – 100.0%			$	1,233,245,749

* Principal amount less than 500.

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(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) Affiliated investments.

(e) The rate shown represents the 7-day yield as of period end.

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

SGD – Singapore Dollar

ZAR – South African Rand

Glossary:

ADR – American Depositary Receipt

PJSC – Public Joint Stock Company

See notes to financial statements.

16    ^|    AB GLOBAL CORE EQUITY PORTFOLIO abfunds.com

STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value Unaffiliated issuers (cost $1,103,216,443)	$	1,223,832,577	(a)
Affiliated issuers (cost $64,588,693—including investment of cash collateral for securities loaned of $48,007,861)		64,588,693
Receivable for capital stock sold		8,003,579
Unaffiliated dividends receivable		2,436,405
Receivable for investment securities sold and foreign currency transactions		1,802,603
Affiliated dividends receivable		5,631
Total assets		1,300,669,488
Liabilities
Due to Custodian (includes foreign currency overdraft of $69 with a cost of $70)		181
Payable for collateral received on securities loaned		48,007,861
Payable for investment securities purchased		18,292,855
Advisory fee payable		741,732
Payable for capital stock redeemed		132,129
Administrative fee payable		17,576
Transfer Agent fee payable		10,290
Distribution fee payable		4,200
Accrued expenses and other liabilities		216,915
Total liabilities		67,423,739
Net Assets	$	1,233,245,749
Composition of Net Assets
Capital stock, at par	$	9,581
Additional paid-in capital		1,164,471,131
Distributable earnings		68,765,037
	$	1,233,245,749

Net Asset Value Per Share—11 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	17,100,893		1,332,918	$	12.83	*
C	$	904,477		71,729	$	12.61
Advisor	$	1,215,240,379		94,409,148	$	12.87

(a) Includes securities on loan with a value of $47,127,232 (see Note E).

* The maximum offering price per share for Class A shares was $13.40 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    17

STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,008,708)	$	19,585,212
Affiliated issuers		143,166
Securities lending income		40,539
Interest		1,971		$	19,770,888
Expenses
Advisory fee (see Note B)		7,387,947
Transfer agency—Class A		3,175
Transfer agency—Class C		176
Transfer agency—Advisor Class		197,881
Distribution fee—Class A		39,641
Distribution fee—Class C		6,598
Custody and accounting		245,874
Registration fees		122,537
Administrative		72,528
Audit and tax		65,575
Printing		41,133
Legal		38,714
Directors’ fees		27,212
Miscellaneous		36,222
Total expenses		8,285,213
Less: expenses waived and reimbursed by the Adviser (see Note B and Note E)		(11,603	)
Net expenses					8,273,610
Net investment income					11,497,278
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized loss on:
Investment transactions					(49,842,225	)
Foreign currency transactions					(206,398	)
Net change in unrealized appreciation/depreciation on:
Investments					34,050,199
Foreign currency denominated assets and liabilities					14,629
Net loss on investment and foreign currency transactions					(15,983,795	)
Contributions from Affiliates (see Note B)					158
Net Decrease in Net Assets from Operations				$	(4,486,359	)

See notes to financial statements.

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STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	11,497,278		$	9,511,272
Net realized gain (loss) on investment and foreign currency transactions		(50,048,623	)		20,592,138
Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities		34,064,828			34,416,991
Contributions from Affiliates (see Note B)		158			– 0	–
Net increase (decrease) in net assets from operations		(4,486,359	)		64,520,401
Distributions to Shareholders
Class A		(508,231	)		(279,015	)
Class C		(16,441	)		(7,430	)
Advisor Class		(32,759,004	)		(14,141,980	)
Capital Stock Transactions
Net increase		465,443,816			277,141,388
Total increase		427,673,781			327,233,364
Net Assets
Beginning of period		805,571,968			478,338,604
End of period	$	1,233,245,749		$	805,571,968

See notes to financial statements.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    19

NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company comprised of 15 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Global Core Equity Portfolio (the “Fund”), a diversified portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1, and Class 2 shares. Class B, Class R, Class K, Class I, Class Z, Class T, Class 1, and Class 2 shares are not currently being offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

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NOTES TO FINANCIAL STATEMENTS (continued)

securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    21

NOTES TO FINANCIAL STATEMENTS (continued)

or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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 are then discounted to calculate fair values. If these inputs are

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NOTES TO FINANCIAL STATEMENTS (continued)

unobservable and significant to the fair value, these investments will be 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 June 30, 2020:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

166,870,089

$

83,266,518

$

– 0

–

$

250,136,607

Financials

78,457,741

101,569,785

– 0

–

180,027,526

Communication Services

97,235,821

77,611,225

– 0

–

174,847,046

Health Care

123,970,232

40,780,792

– 0

–

164,751,024

Industrials

98,574,075

42,897,406

– 0

–

141,471,481

Consumer Discretionary

77,917,093

60,348,885

– 0

–

138,265,978

Consumer Staples

28,362,162

51,140,198

– 0

–

79,502,360

Materials

45,728,033

7,358,686

– 0

–

53,086,719

Energy

26,027,889

– 0

–

– 0

–

26,027,889

Real Estate

15,276,085

– 0

–

– 0

–

15,276,085

Short-Term Investments:

Investment Companies

16,580,832

– 0

–

– 0

–

16,580,832

Time Deposits

– 0

–

439,862

– 0

–

439,862

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

48,007,861

– 0

–

– 0

–

48,007,861

Total Investments in Securities

823,007,913

465,413,357

†

– 0

–

1,288,421,270

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

823,007,913

$

465,413,357

$

– 0

–

$

1,288,421,270

† 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, see Note A.1.

* 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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

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NOTES TO FINANCIAL STATEMENTS (continued)

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

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NOTES TO FINANCIAL STATEMENTS (continued)

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion of the Fund’s average daily net assets, .65% of the excess over $2.5 billion up to $5 billion, and .60% of the excess of $5 billion. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to 1.15%, 1.90% and .90% of the daily average net assets for Class A, Class C and Advisor Class shares, respectively. For the year ended June 30, 2020, there was no such reimbursement. The expense caps may not be terminated by the Adviser before October 31, 2020.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the reimbursement for such services amounted to $72,528.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that

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NOTES TO FINANCIAL STATEMENTS (continued)

provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $111,485 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $553 from the sale of Class A shares and received $4 and $120 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $2,972.

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)		Dividend Income (000)
Government Money Market Portfolio	$	6,186	$	198,474	$	188,079	$	16,581	$	41
Government Money Market Portfolio*		4,250		313,823		270,065		48,008		102
Total							$	64,589	$	143

* Investment of cash collateral for securities lending transactions (see Note E).

During the year ended June 30, 2020, the Adviser reimbursed the Fund $158 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an

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NOTES TO FINANCIAL STATEMENTS (continued)

approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amount of $2,316 for Class C shares. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	958,957,937		$	511,757,822
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	1,190,625,980
Gross unrealized appreciation	$	167,556,563
Gross unrealized depreciation		(69,761,273	)
Net unrealized appreciation	$	97,795,290

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Fund did not engage in derivative transactions for the year ended June 30, 2020.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized

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NOTES TO FINANCIAL STATEMENTS (continued)

continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

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NOTES TO FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

									Government Money Market Portfolio
Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*			Income from Borrowers		Income Earned		Advisory Fee Waived
$	47,127,232	$	48,007,861	$	– 0	–	$	40,539	$	101,703	$	8,631

* As of June 30, 2020.

NOTE F

Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		320,910			608,989		$	4,205,517		$	7,770,707
Shares issued in reinvestment of dividends and distributions		36,958			24,056			506,320			277,606
Shares converted from Class C		6			749			63			9,288
Shares redeemed		(215,989	)		(483,567	)		(2,782,909	)		(5,913,209	)
Net increase		141,885			150,227		$	1,928,991		$	2,144,392
Class C
Shares sold		39,706			36,215		$	527,043		$	435,241
Shares issued in reinvestment of dividends and distributions		1,071			620			14,482			7,073
Shares converted to Class A		(6	)		(758	)		(63	)		(9,288	)
Shares redeemed		(11,244	)		(6,087	)		(136,210	)		(74,397	)
Net increase		29,527			29,990		$	405,252		$	358,629
Advisor Class
Shares sold		49,123,853			27,998,052		$	635,710,293		$	354,208,178
Shares issued in reinvestment of dividends and distributions		2,276,159			1,171,379			31,251,667			13,541,137
Shares redeemed		(16,112,612	)		(7,392,238	)		(203,852,387	)		(93,110,948	)
Net increase		35,287,400			21,777,193		$	463,109,573		$	274,638,367

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market. It includes the risk that a particular style of investing, such as growth, may underperform the market generally.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology or financial services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance

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NOTES TO FINANCIAL STATEMENTS (continued)

and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	22,774,797	$	8,004,769
Long-term capital gains		10,508,879		6,423,656
Total taxable distributions paid	$	33,283,676	$	14,428,425

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NOTES TO FINANCIAL STATEMENTS (continued)

As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,085,736
Accumulated capital and other losses		(34,123,360	)(a)
Unrealized appreciation/(depreciation)		97,802,662	(b)
Total accumulated earnings/(deficit)	$	68,765,038

(a) As of June 30, 2020, the Fund had a net capital loss carryforward of $34,123,360.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of passive foreign investment companies (PFICs) and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund had a net short-term capital loss carryforward of $24,774,047 and a net long-term capital loss carryforward of $9,349,313, which may be carried forward for an indefinite period.

During the current fiscal year, permanent differences primarily due to contributions from the Adviser resulted in a net increase in distributable earnings and a net decrease in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  13.31			$  12.42			$  11.72			$  9.70			$  10.15
Income From Investment Operations
Net investment income(a)(b)		.12			.17			.16			.16			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.16	)		1.02			1.09			1.94			(.51	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.04	)		1.19			1.25			2.10			(.35	)
Less: Dividends and Distributions
Dividends from net investment income		(.13	)		(.12	)		(.13	)		(.08	)		(.07	)
Distributions from net realized gain on investment and foreign currency transactions		(.31	)		(.18	)		(.42	)		– 0	–		(.03	)
Total dividends and distributions		(.44	)		(.30	)		(.55	)		(.08	)		(.10	)
Net asset value, end of period		$  12.83			$  13.31			$  12.42			$  11.72			$  9.70
Total Return
Total investment return based on net asset value(d)		(.48	)%		9.95	%		10.72	%		21.81	%		(3.40	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$17,101			$15,851			$12,925			$5,911			$939
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.08	%		1.13	%		1.15	%		1.15	%		1.15	%
Expenses, before waivers/reimbursements		1.08	%		1.13	%		1.15	%		1.22	%		1.38	%
Net investment income(b)		.89	%		1.33	%		1.31	%		1.43	%		1.64	%
Portfolio turnover rate		52	%		47	%		45	%		51	%		51	%

See footnote summary on page 36.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  13.10			$  12.29			$  11.63			$  9.67			$  10.11
Income From Investment Operations
Net investment income(a)(b)		.02			.09			.06			.05			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.15	)		.99			1.08			1.96			(.47	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		(.13	)		1.08			1.14			2.01			(.41	)
Less: Dividends and Distributions
Dividends from net investment income		(.05	)		(.09	)		(.06	)		(.05	)		– 0	–
Distributions from net realized gain on investment and foreign currency transactions		(.31	)		(.18	)		(.42	)		– 0	–		(.03	)
Total dividends and distributions		(.36	)		(.27	)		(.48	)		(.05	)		(.03	)
Net asset value, end of period		$  12.61			$  13.10			$  12.29			$  11.63			$  9.67
Total Return
Total investment return based on net asset value(d)		(1.17	)%		9.12	%		9.87	%		20.80	%		(4.09	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$905			$553			$150			$70			$16
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.84	%		1.90	%		1.90	%		1.90	%		1.90	%
Expenses, before waivers/reimbursements		1.84	%		1.90	%		1.92	%		2.06	%		2.09	%
Net investment income(b)		.15	%		.69	%		.49	%		.49	%		.61	%
Portfolio turnover rate		52	%		47	%		45	%		51	%		51	%

See footnote summary on page 36.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  13.35			$  12.46			$  11.75			$  9.72			$  10.16
Income From Investment Operations
Net investment income(a)(b)		.15			.20			.18			.16			.15
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.15	)		1.02			1.10			1.97			(.48	)
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.00	(c)		1.22			1.28			2.13			(.33	)
Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.15	)		(.15	)		(.10	)		(.08	)
Distributions from net realized gain on investment and foreign currency transactions		(.31	)		(.18	)		(.42	)		– 0	–		(.03	)
Total dividends and distributions		(.48	)		(.33	)		(.57	)		(.10	)		(.11	)
Net asset value, end of period		$  12.87			$  13.35			$  12.46			$  11.75			$  9.72
Total Return
Total investment return based on net asset value(d)		(.25	)%		10.21	%		11.02	%		22.09	%		(3.17	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,215,240			$789,168			$465,263			$310,829			$156,608
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.84	%		.90	%		.90	%		.90	%		.90	%
Expenses, before waivers/reimbursements		.84	%		.90	%		.90	%		.97	%		1.08	%
Net investment income(b)		1.17	%		1.61	%		1.42	%		1.52	%		1.59	%
Portfolio turnover rate		52	%		47	%		45	%		51	%		51	%

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $0.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charge or contingent deferred sales charge is not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return for a period of less than one year is not annualized.

See notes to financial statements.

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Global Core Equity Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Global Core Equity Portfolio (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    37

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

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2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended June 30, 2020.

For corporate shareholders, 43.73% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 69.04% of dividends paid as qualified dividend income.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    39

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾,
Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

David Dalgas⁽²⁾, Vice President Klaus Ingemann⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent Brown Brothers Harriman & Co. 50 Post Office Square Boston, MA 02110 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Transfer Agent AllianceBernstein Investor Services, Inc.
P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

1 Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Investment Policy Team. Messrs. Dalgas and Ingemann are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

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MANAGEMENT OF THE FUND

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,# 1345 Avenue of the Americas New York, NY 10105 60 (2014)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    41

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,## Chairman of the Board 78 (2014)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,## 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,## 76 (2014)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    43

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,## 72 (2014)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb,## 68 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a Director of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,## 65 (2014)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,## 68 (2014)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,## 81 (2014)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then of the law firm Sullivan & Cromwell LLP. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    47

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below:

Robert M. Keith 60	President and Chief Executive Officer	See biography above.
David Dalgas 49	Vice President	Senior Vice President of the Adviser**, since prior to 2015. Co-Chief Investment Officer - Global Core Equity since 2018.
Klaus Ingemann 46	Vice President	Senior Vice President of the Adviser**, since prior to 2015. Co-Chief Investment Officer - Global Core Equity since 2018.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS**, with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    49

Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Global Core Equity Portfolio (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

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Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

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Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended February 29, 2020 (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the

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Adviser’s Form ADV in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to the Fund’s, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO    ^|    53

Fund’s latest fiscal year. The Adviser had agreed to cap the Fund’s expenses, but the directors noted that the Fund’s expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. Based on their review, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

54    ^|    AB GLOBAL CORE EQUITY PORTFOLIO abfunds.com

This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

abfunds.com AB GLOBAL CORE EQUITY PORTFOLIO     ^|    55

NOTES

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NOTES

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NOTES

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NOTES

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NOTES

60    ^|    AB GLOBAL CORE EQUITY PORTFOLIO abfunds.com

AB GLOBAL CORE EQUITY PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

GCE-0151-0620                

JUN    ^06.30.20

ANNUAL REPORT

AB INTERNATIONAL STRATEGIC CORE PORTFOLIO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB International Strategic Core Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO    ^|    1

ANNUAL REPORT

August 6, 2020

This report provides management’s discussion of fund performance for AB International Strategic Core Portfolio for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is to seek long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB INTERNATIONAL STRATEGIC CORE PORTFOLIO
Class A Shares		-9.13%		-4.33%
Class C Shares		-9.46%		-5.01%
Advisor Class Shares1		-9.02%		-4.14%
Class Z Shares1		-9.02%		-6.91%	2
MSCI EAFE Index (net)		-11.34%		-5.13%

1 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

2 Since inception on 11/20/2019.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Morgan Stanley Capital International Europe, Australasia and the Far East (“MSCI EAFE”) Index (net), for the six- and 12-month periods ended June 30, 2020. The inception date for Class Z shares was November 20, 2019; due to limited performance history, there is no discussion of comparison to the benchmark for this share class for the 12-month period.

For the 12-month period, all share classes of the Fund, outperformed the benchmark; all share classes of the Fund outperformed the benchmark for the six-month period, before sales charges. During the 12-month period, stock selection within the financials and real estate sectors contributed, while selection in consumer discretionary and energy detracted. An overweight to technology and an underweight to energy contributed, while an underweight to health care and an overweight to financials detracted. Country allocation (a result of bottom-up security analysis combined with fundamental research) detracted, particularly an underweight to Japan; an underweight to Australia contributed.

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For the six-month period, overall stock selection contributed, led by selection in financials and real estate, while selection in communication services and consumer discretionary detracted. An overweight to technology and an underweight to energy contributed, while an underweight to health care and an overweight to real estate detracted. Country selection contributed to performance, led by an underweight to France; an overweight to Singapore detracted.

The Fund utilized derivatives in the form of currency forwards for hedging purposes, which added to absolute performance for both periods, and futures for investment purposes, which detracted from performance for both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

International stocks experienced moderate losses during the 12-month period ended June 30, 2020. Amid increased volatility, all developed and emerging equity markets rallied throughout the final quarter of the period, rising off lows reached in March after suffering steep losses that wiped out previous gains as a result of the worldwide COVID-19 pandemic. Continued support from central banks, early stage reopening of global economies and the prospect of a potential vaccine helped lift investor sentiment, despite a sharp contraction of economic growth, a resurgence of US-China tensions and rising rates of COVID-19 cases in parts of the US and large emerging markets. Growth stocks outperformed their value-style peers in all categories. Small-cap stocks continued to rally, outperforming large-caps in the final quarter of the period; year to date, large-caps have performed significantly better.

While the unprecedented threat of COVID-19 appeared to be receding, given the multitude of macro, political and healthcare-related risks still outstanding, the Fund’s Senior Investment Management Team (the “Team”) believes that investors should focus on investing in well-capitalized companies with strong business fundamentals rather than timing the market. The pandemic could serve to accelerate many of the pre-existing structural trends that were already in place. Most notably, continued transition to a more knowledge-based economy means that companies with strong brands, intellectual property, and research and development (“R&D”) capabilities could see opportunities for profitable growth. The Team has positions in technology companies with recurring cash-flow streams and strong R&D capabilities, leading pharmaceutical companies, branded food and beverage makers, and companies with proprietary data or intellectual property. The Team believes these defensive business models should lead to success over the long run, regardless of the direction of the pandemic or macroeconomic conditions. Furthermore, many defensive businesses are trading at attractive valuations.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    3

The Team continues to strive to build a macro-resilient portfolio and to invest in companies that it believes will succeed over time, regardless of how the pandemic unfolds or how geopolitical or macro risks rear their heads.

INVESTMENT POLICIES

The Adviser seeks to achieve the Fund’s investment objective by investing, under normal circumstances, primarily in common stocks of non-US companies, and in companies in at least three countries other than the United States.

The Fund invests in companies that are determined by the Adviser to offer favorable long-term sustainable profitability, price stability, and attractive valuations. The Adviser employs an integrated approach that combines both fundamental and quantitative research to identify attractive investment opportunities. Factors that the Adviser considers in this regard include: a company’s record and projections of profitability, accuracy and availability of information with respect to the company, success and experience of management, competitive advantage, low stock price volatility, and liquidity of the company’s securities. The Adviser compares these results to the characteristics of the general stock markets to determine the relative attractiveness of each company at a given time. The Adviser weighs economic, political and market factors in making investment decisions. The Adviser seeks to manage the Fund so that it is subject to less share price volatility than many other international mutual funds, although there can be no guarantee that the Adviser will be successful in this regard.

The Fund primarily invests in mid- and large-capitalization companies, which are currently defined for the Fund as companies that have market capitalizations of $1.5 billion or more. The Fund’s holdings of non-US companies will generally include some companies located in emerging markets.

Fluctuations in currency exchange rates can have a dramatic impact on the returns of equity securities. The Adviser may adjust the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives, primarily in an effort to minimize the currency risk to which the Fund is subject. However, the Adviser is not required to use such derivatives.

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DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI EAFE Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI EAFE Index (net, free float-adjusted market capitalization weighted) represents the equity market performance of developed markets, excluding the US and Canada. MSCI makes no express or implied warranties or representations, and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indices, any securities or financial products. This report is not approved, reviewed or produced by MSCI. Net returns include the reinvestment of dividends after deduction of non-US withholding tax. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology or financial-services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. These risks may be heightened with respect to investments in emerging-market countries, where there may be an increased amount of economic, political and social instability.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Capitalization Risk: Investments in mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    5

DISCLOSURES AND RISKS (continued)

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

7/29/2015¹ TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB International Strategic Core Portfolio Class A shares (from 7/29/2015¹ to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

1 Inception date: 7/29/2015.

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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-4.33%		-8.40%
Since Inception1		3.53%		2.63%
CLASS C SHARES
1 Year		-5.01%		-5.95%
Since Inception1		2.75%		2.75%
ADVISOR CLASS SHARES2
1 Year		-4.14%		-4.14%
Since Inception1		3.77%		3.77%
CLASS Z SHARES2
Since Inception1		-6.91%		-6.91%

The Fund’s prospectus fee table shows the Fund’s total annual operating expense ratios as 1.51%, 2.28%, 1.26% and 1.25% for Class A, Class C, Advisor Class and Class Z shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios exclusive of acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs to 1.20%, 1.95%, 0.95% and 0.95% for Class A, Class C, Advisor Class and Class Z shares, respectively. These waivers/reimbursements may not be terminated before October 31, 2020. Any fees waived and expenses borne by the Adviser for Class A, Class C and Advisor Class shares through February 16, 2017 may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund’s covered operating expenses to exceed the applicable expense limitations. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception dates: 7/29/2015 for all share classes except Class Z; 11/20/2019 for Class Z shares.

2 These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-8.40%
Since Inception1		2.63%
CLASS C SHARES
1 Year		-5.95%
Since Inception1		2.75%
ADVISOR CLASS SHARES2
1 Year		-4.14%
Since Inception1		3.77%
CLASS Z SHARES2
Since Inception1		-6.91%

1 Inception dates: 7/29/2015 for all share classes except Class Z; 11/20/2019 for Class Z shares.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value 1/1/2020		Ending Account Value 6/30/2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	908.70	$	5.65		1.19	%	$	5.69		1.20	%
Hypothetical**	$	1,000	$	1,018.95	$	5.97		1.19	%	$	6.02		1.20	%

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EXPENSE EXAMPLE (continued)

	Beginning Account Value 1/1/2020		Ending Account Value 6/30/2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class C
Actual	$	1,000	$	905.40	$	9.24		1.95	%	$	9.24		1.95	%
Hypothetical**	$	1,000	$	1,015.17	$	9.77		1.95	%	$	9.77		1.95	%
Advisor Class
Actual	$	1,000	$	909.80	$	4.51		0.95	%	$	4.51		0.95	%
Hypothetical**	$	1,000	$	1,020.14	$	4.77		0.95	%	$	4.77		0.95	%
Class Z
Actual	$	1,000	$	909.80	$	4.42		0.93	%	$	4.42		0.93	%
Hypothetical**	$	1,000	$	1,020.24	$	4.67		0.93	%	$	4.67		0.93	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    11

PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $445.8

1 All data are as of June 30, 2020. The Fund’s sector and country breakdowns are expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). “Other” country weightings represent 1.8% or less in the following: Belgium, Denmark, Finland, Norway, Portugal, South Korea, Spain, Taiwan and United States.

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

12    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

PORTFOLIO SUMMARY (continued)

June 30, 2020 (unaudited)

TEN LARGEST HOLDINGS¹

Company	U.S. $ Value		Percent of Net Assets
Roche Holding AG	$	15,779,737		3.5	%
RELX PLC		12,509,707		2.8
Oracle Corp. Japan		11,825,683		2.7
Constellation Software, Inc./Canada		11,384,892		2.6
Wolters Kluwer NV		10,650,808		2.4
Nestle SA (REG)		10,142,445		2.3
Partners Group Holding AG		9,473,937		2.1
Koninklijke Ahold Delhaize NV		8,582,851		1.9
Enel SpA		8,291,871		1.9
Astellas Pharma, Inc.		8,241,234		1.8
	$	106,883,165		24.0	%

1 Long-term investments.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    13

PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 92.3%
Information Technology – 15.6%
IT Services – 3.0%
Amadeus IT Group SA – Class A		60,804	$	3,192,342
Capgemini SE		46,130		5,323,472
Otsuka Corp.		95,700		5,054,460
				13,570,274
Semiconductors & Semiconductor Equipment – 0.5%
Taiwan Semiconductor Manufacturing Co., Ltd.		202,000		2,157,263
Software – 10.7%
Avast PLC(a)		825,130		5,392,937
Check Point Software Technologies Ltd.(b)		60,213		6,468,683
Constellation Software, Inc./Canada		10,083		11,384,892
Nice Ltd.(b)		38,158		7,192,866
Oracle Corp. Japan		99,700		11,825,683
SAP SE		37,959		5,306,270
				47,571,331
Technology Hardware, Storage & Peripherals – 1.4%
Logitech International SA		36,070		2,363,646
Samsung Electronics Co., Ltd.		88,480		3,916,800
				6,280,446
				69,579,314
Financials – 15.0%
Banks – 6.4%
Bank Leumi Le-Israel BM		869,380		4,371,168
DBS Group Holdings Ltd.		389,300		5,857,732
Hang Seng Bank Ltd.		151,500		2,551,604
KBC Group NV		77,220		4,436,386
Oversea-Chinese Banking Corp., Ltd.		618,372		4,030,420
Royal Bank of Canada		75,919		5,150,928
Westpac Banking Corp.		174,190		2,183,191
				28,581,429
Capital Markets – 3.9%
Euronext NV(a)		23,151		2,330,247
Partners Group Holding AG		10,403		9,473,937
Singapore Exchange Ltd.		887,700		5,341,879
				17,146,063
Insurance – 4.7%
Admiral Group PLC		228,920		6,491,933
Allianz SE (REG)		9,920		2,027,077
Sampo Oyj – Class A		157,380		5,424,858
Swiss Re AG		35,270		2,734,643
Zurich Insurance Group AG		12,620		4,471,651
				21,150,162
				66,877,654

14    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Industrials – 13.0%
Aerospace & Defense – 0.7%
BAE Systems PLC		551,170	$	3,295,700
Air Freight & Logistics – 2.3%
Kuehne & Nagel International AG(b)		24,800		4,130,901
SG Holdings Co., Ltd.		179,400		5,854,475
				9,985,376
Commercial Services & Supplies – 1.2%
Secom Co., Ltd.		59,500		5,220,691
Professional Services – 8.8%
Experian PLC		167,850		5,891,343
Intertek Group PLC		39,930		2,689,327
Intertrust NV		171,020		2,912,857
Meitec Corp.		95,900		4,639,753
RELX PLC		540,475		12,509,707
Wolters Kluwer NV		136,364		10,650,808
				39,293,795
				57,795,562
Consumer Staples – 12.5%
Food & Staples Retailing – 1.9%
Koninklijke Ahold Delhaize NV		314,920		8,582,851
Food Products – 4.9%
Calbee, Inc.		79,200		2,189,060
Morinaga & Co., Ltd./Japan		73,600		2,858,113
Nestle SA (REG)		91,480		10,142,445
Salmar ASA		134,860		6,460,525
				21,650,143
Personal Products – 0.9%
Unilever PLC		78,180		4,217,113
Tobacco – 4.8%
British American Tobacco PLC		168,031		6,444,461
Philip Morris International, Inc.		98,420		6,895,305
Swedish Match AB		116,060		8,188,689
				21,528,455
				55,978,562
Health Care – 10.9%
Health Care Equipment & Supplies – 0.5%
ConvaTec Group PLC(a)		882,190		2,130,573
Health Care Providers & Services – 0.8%
Galenica AG(a)		50,690		3,634,234
Pharmaceuticals – 9.6%
Astellas Pharma, Inc.		493,500		8,241,234

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
GlaxoSmithKline PLC		331,850	$	6,703,267
Novo Nordisk A/S – Class B		121,070		7,887,436
Roche Holding AG		45,547		15,779,737
Sanofi		41,090		4,190,551
				42,802,225
				48,567,032
Communication Services – 7.8%
Diversified Telecommunication Services – 3.6%
HKT Trust & HKT Ltd. – Class SS		3,906,000		5,731,932
Nippon Telegraph & Telephone Corp.		308,600		7,190,211
TELUS Corp.		178,050		2,986,298
				15,908,441
Interactive Media & Services – 2.7%
Auto Trader Group PLC		1,062,650		6,918,654
Kakaku.com, Inc.		194,600		4,957,287
				11,875,941
Media – 1.5%
Cogeco Communications, Inc.		66,318		4,777,964
Informa PLC		353,000		2,040,955
				6,818,919
				34,603,301
Consumer Discretionary – 6.3%
Hotels, Restaurants & Leisure – 2.2%
Aristocrat Leisure Ltd.		365,804		6,550,272
Compass Group PLC		242,810		3,340,690
				9,890,962
Internet & Direct Marketing Retail – 0.9%
Moneysupermarket.com Group PLC		1,032,520		4,141,849
Leisure Products – 1.3%
Bandai Namco Holdings, Inc.		113,300		5,963,894
Specialty Retail – 0.9%
Hikari Tsushin, Inc.		16,500		3,772,695
Textiles, Apparel & Luxury Goods – 1.0%
adidas AG(b)		17,120		4,513,719
				28,283,119
Real Estate – 5.3%
Equity Real Estate Investment Trusts (REITs) – 3.8%
Merlin Properties Socimi SA		448,050		3,733,716
Nippon Building Fund, Inc.		1,017		5,791,986
Nippon Prologis REIT, Inc.		2,459		7,472,001
				16,997,703

16    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Real Estate Management & Development – 1.5%
Vonovia SE		111,430	$	6,810,944
				23,808,647
Utilities – 4.8%
Electric Utilities – 3.5%
EDP – Energias de Portugal SA		1,517,070		7,241,372
Enel SpA		958,770		8,291,871
				15,533,243
Gas Utilities – 1.3%
Tokyo Gas Co., Ltd.		240,300		5,753,891
				21,287,134
Energy – 1.1%
Oil, Gas & Consumable Fuels – 1.1%
Royal Dutch Shell PLC – Class B		313,711		4,755,951
Total Common Stocks (cost $392,796,070)				411,536,276
SHORT-TERM INVESTMENTS – 5.1%
Investment Companies – 5.1%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(c)(d)(e) (cost $22,862,729)		22,862,729		22,862,729
Total Investments – 97.4% (cost $415,658,799)				434,399,005
Other assets less liabilities – 2.6%				11,381,879
Net Assets – 100.0%			$	445,780,884

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	CAD	1,504	USD	1,121		07/17/2020	$	13,207
Bank of America, NA	CAD	1,451	USD	1,037		07/17/2020		(31,559	)
Bank of America, NA	GBP	658	USD	812		07/17/2020		(3,333	)
Bank of America, NA	ILS	8,250	USD	2,274		07/17/2020		(108,595	)
Bank of America, NA	NOK	20,106	USD	1,907		07/17/2020		(181,796	)
Bank of America, NA	USD	5,248	AUD	8,288		07/17/2020		472,082
Bank of America, NA	USD	10,091	EUR	9,231		07/17/2020		283,761
Bank of America, NA	USD	721	GBP	584		07/17/2020		3,167
Bank of America, NA	USD	2,839	SEK	28,424		07/17/2020		211,542
Barclays Bank PLC	CHF	1,578	USD	1,628		07/17/2020		(37,842	)
Barclays Bank PLC	GBP	1,116	USD	1,394		07/17/2020		10,890
Barclays Bank PLC	USD	5,766	AUD	9,228		07/17/2020		602,622

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    17

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	789	GBP	645		07/17/2020	$	10,095
Barclays Bank PLC	USD	712	GBP	569		07/17/2020		(6,879	)
Barclays Bank PLC	GBP	1,050	USD	1,303		10/16/2020		1,026
Barclays Bank PLC	USD	1,105	JPY	118,018		10/16/2020		(9,953	)
BNP Paribas SA	SGD	1,792	USD	1,290		10/16/2020		3,570
Brown Brothers Harriman & Co.	AUD	2,220	USD	1,545		07/17/2020		12,781
Brown Brothers Harriman & Co.	CAD	9,608	USD	6,865		07/17/2020		(212,397	)
Brown Brothers Harriman & Co.	CHF	1,555	USD	1,616		07/17/2020		(26,255	)
Brown Brothers Harriman & Co.	EUR	1,723	USD	1,876		07/17/2020		(60,099	)
Brown Brothers Harriman & Co.	GBP	3,443	USD	4,278		07/17/2020		11,317
Brown Brothers Harriman & Co.	GBP	4,986	USD	6,155		07/17/2020		(23,767	)
Brown Brothers Harriman & Co.	ILS	9,798	USD	2,787		07/17/2020		(43,078	)
Brown Brothers Harriman & Co.	JPY	653,027	USD	6,087		07/17/2020		38,180
Brown Brothers Harriman & Co.	JPY	88,847	USD	821		07/17/2020		(2,290	)
Brown Brothers Harriman & Co.	SGD	3,180	USD	2,238		07/17/2020		(43,755	)
Brown Brothers Harriman & Co.	USD	767	CAD	1,080		07/17/2020		28,991
Brown Brothers Harriman & Co.	USD	20,934	EUR	19,177		07/17/2020		618,843
Brown Brothers Harriman & Co.	USD	1,663	ILS	5,773		07/17/2020		3,831
Brown Brothers Harriman & Co.	USD	3,081	JPY	335,745		07/17/2020		28,570
Brown Brothers Harriman & Co.	USD	10,923	JPY	1,173,675		07/17/2020		(51,198	)
Brown Brothers Harriman & Co.	CAD	1,732	USD	1,290		10/16/2020		13,516
Brown Brothers Harriman & Co.	CHF	622	USD	661		10/16/2020		2,783
Brown Brothers Harriman & Co.	CHF	2,880	USD	3,022		10/16/2020		(27,443	)
Brown Brothers Harriman & Co.	GBP	1,011	USD	1,282		10/16/2020		28,345
Brown Brothers Harriman & Co.	ILS	4,538	USD	1,317		10/16/2020		3,072
Brown Brothers Harriman & Co.	USD	1,200	EUR	1,066		10/16/2020		535
Brown Brothers Harriman & Co.	USD	4,995	EUR	4,405		10/16/2020		(33,774	)
Brown Brothers Harriman & Co.	USD	2,621	JPY	280,830		10/16/2020		(15,986	)
Citibank, NA	AUD	1,250	USD	861		07/17/2020		(1,621	)
Citibank, NA	EUR	579	USD	650		07/17/2020		(1,028	)
Citibank, NA	JPY	615,358	USD	5,755		07/17/2020		54,677
Citibank, NA	USD	1,838	CAD	2,488		07/17/2020		(5,648	)
Citibank, NA	USD	652	GBP	531		07/17/2020		6,434
Citibank, NA	USD	2,544	KRW	3,046,293		08/13/2020		(3,707	)
Citibank, NA	CAD	1,794	USD	1,310		10/16/2020		(11,701	)
Citibank, NA	USD	1,522	AUD	2,204		10/16/2020		(687	)
Citibank, NA	USD	3,222	JPY	346,389		10/16/2020		(8,698	)
Citibank, NA	USD	1,412	SEK	13,025		10/16/2020		(12,280	)
Deutsche Bank AG	ILS	2,479	USD	696		07/17/2020		(20,338	)
Deutsche Bank AG	USD	649	ILS	2,244		07/17/2020		(1,390	)
Deutsche Bank AG	USD	8,118	JPY	871,841		07/17/2020		(42,337	)
Goldman Sachs Bank USA	AUD	2,348	USD	1,513		07/17/2020		(107,683	)
Goldman Sachs Bank USA	CAD	1,213	USD	880		07/17/2020		(13,652	)
Goldman Sachs Bank USA	ILS	2,831	USD	808		07/17/2020		(9,629	)
Goldman Sachs Bank USA	JPY	160,846	USD	1,509		07/17/2020		19,159
Goldman Sachs Bank USA	USD	2,947	AUD	4,632		07/17/2020		249,527
Goldman Sachs Bank USA	USD	4,269	EUR	3,912		07/17/2020		127,651
Goldman Sachs Bank USA	USD	717	EUR	633		07/17/2020		(5,871	)
Goldman Sachs Bank USA	USD	1,068	GBP	850		07/17/2020		(14,763	)
Goldman Sachs Bank USA	USD	1,211	JPY	133,167		07/17/2020		22,422
Goldman Sachs Bank USA	USD	2,635	JPY	281,062		07/17/2020		(31,361	)

18    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	CAD	15,399	USD	10,975		07/17/2020	$	(368,094	)
JPMorgan Chase Bank, NA	GBP	990	USD	1,210		07/17/2020		(16,647	)
JPMorgan Chase Bank, NA	SGD	10,635	USD	7,461		07/17/2020		(170,365	)
JPMorgan Chase Bank, NA	USD	3,776	AUD	5,793		07/17/2020		222,571
JPMorgan Chase Bank, NA	USD	4,644	EUR	4,221		07/17/2020		99,583
JPMorgan Chase Bank, NA	USD	1,018	JPY	109,657		07/17/2020		(2,178	)
JPMorgan Chase Bank, NA	KRW	3,046,293	USD	2,489		08/13/2020		(51,258	)
Morgan Stanley Capital Services LLC	EUR	776	USD	884		07/17/2020		11,663
Morgan Stanley Capital Services LLC	NOK	18,597	USD	1,961		10/16/2020		27,654
Royal Bank of Scotland PLC	ILS	32,181	USD	8,965		07/17/2020		(328,340	)
Royal Bank of Scotland PLC	JPY	117,221	USD	1,087		07/17/2020		735
Royal Bank of Scotland PLC	NOK	7,632	USD	716		07/17/2020		(76,634	)
Royal Bank of Scotland PLC	USD	2,515	AUD	4,089		07/17/2020		307,205
Royal Bank of Scotland PLC	USD	3,274	EUR	2,944		07/17/2020		34,504
Royal Bank of Scotland PLC	USD	836	EUR	736		07/17/2020		(9,299	)
Royal Bank of Scotland PLC	USD	4,160	JPY	449,290		07/17/2020		1,696
Royal Bank of Scotland PLC	USD	1,127	NOK	10,741		07/17/2020		(11,315	)
Royal Bank of Scotland PLC	USD	831	SGD	1,163		07/17/2020		3,686
Royal Bank of Scotland PLC	USD	1,524	EUR	1,338		10/16/2020		(16,665	)
Royal Bank of Scotland PLC	USD	2,613	JPY	278,896		10/16/2020		(26,017	)
Standard Chartered Bank	USD	1,294	GBP	1,021		07/17/2020		(29,026	)
UBS AG	CAD	4,096	USD	2,925		07/17/2020		(92,490	)
UBS AG	EUR	1,118	USD	1,253		07/17/2020		(3,796	)
UBS AG	USD	716	CAD	1,012		07/17/2020		29,686
							$	1,207,062

(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 June 30, 2020, the aggregate market value of these securities amounted to $13,487,991 or 3.0% of net assets.

(b) Non-income producing security.

(c) 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) Affiliated investments.

Currency Abbreviations:

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

Glossary:

REG – Registered Shares

See notes to financial statements.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    19

STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value Unaffiliated issuers (cost $392,796,070)	$	411,536,276
Affiliated issuers (cost $22,862,729)		22,862,729
Foreign currencies, at value (cost $837,788)		837,813
Receivable for capital stock sold		8,697,479
Unrealized appreciation on forward currency exchange contracts		3,621,579
Unaffiliated dividends receivable		1,228,525
Affiliated dividends receivable		2,488
Receivable for investment securities sold and foreign currency transactions		444
Total assets		448,787,333
Liabilities
Due to Custodian		85,009
Unrealized depreciation on forward currency exchange contracts		2,414,517
Advisory fee payable		224,907
Payable for capital stock redeemed		69,965
Transfer Agent fee payable		2,967
Distribution fee payable		2,065
Accrued expenses and other liabilities		207,019
Total liabilities		3,006,449
Net Assets	$	445,780,884
Composition of Net Assets
Capital stock, at par	$	4,015
Additional paid-in capital		454,148,855
Accumulated loss		(8,371,986	)
	$	445,780,884

Net Asset Value Per Share—11 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	9,438,648		854,343	$	11.05	*
C	$	190,349		17,453	$	10.91
Advisor	$	436,142,687		39,280,401	$	11.10
Z	$	9,200		829	$	11.10

* The maximum offering price per share for Class A shares was $11.54, which reflects a sales charge of 4.25%.

See notes to financial statements.

20    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $840,310)	$	8,323,677
Affiliated issuers		122,511
Securities lending income		24,103		$	8,470,291
Expenses
Advisory fee (see Note B)		2,360,050
Transfer agency—Class A		925
Transfer agency—Class C		75
Transfer agency—Advisor Class		69,971
Transfer agency—Class Z		1
Distribution fee—Class A		9,139
Distribution fee—Class C		2,117
Custody and accounting		255,537
Registration fees		152,659
Administrative		78,896
Audit and tax		72,816
Legal		45,547
Printing		38,032
Directors’ fees		21,695
Miscellaneous		25,416
Total expenses		3,132,876
Less: expenses waived and reimbursed by the Adviser (see Note B and Note E)		(144,260	)
Net expenses					2,988,616
Net investment income					5,481,675
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					(25,167,540	)
Forward currency exchange contracts					591,764
Futures					(3,452,869	)
Foreign currency transactions					(134,215	)
Net change in unrealized appreciation/depreciation on:
Investments					7,196,564
Forward currency exchange contracts					1,245,669
Foreign currency denominated assets and liabilities					(88	)
Net loss on investment and foreign currency transactions					(19,720,715	)
Net Decrease in Net Assets from Operations				$	(14,239,040	)

See notes to financial statements.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    21

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	5,481,675		$	3,194,215
Net realized loss on investment and foreign currency transactions		(28,162,860	)		(3,969,253	)
Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities		8,442,145			6,497,326
Net increase (decrease) in net assets from operations		(14,239,040	)		5,722,288
Distributions to Shareholders
Class A		(18,788	)		(17,654	)
Class C		(2,354	)		(3,261	)
Advisor Class		(4,281,763	)		(2,182,204	)
Class Z		(139	)		– 0	–
Capital Stock Transactions
Net increase		260,886,503			122,865,849
Total increase		242,344,419			126,385,018
Net Assets
Beginning of period		203,436,465			77,051,447
End of period	$	445,780,884		$	203,436,465

See notes to financial statements.

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NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company comprised of 15 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB International Strategic Core Portfolio (the “Fund”), a diversified portfolio. AB International Strategic Core Portfolio commenced operations on July 29, 2015. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class Z, Class T, Class 1, and Class 2 shares. Effective November 20, 2019 the Fund commenced offering of Class Z shares. Class B, Class R, Class K, Class I, Class T, Class 1, and Class 2 shares are not currently being offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Advisor Class shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All eleven classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

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NOTES TO FINANCIAL STATEMENTS (continued)

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by

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NOTES TO FINANCIAL STATEMENTS (continued)

contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

which are 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.

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 June 30, 2020:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

17,853,575

$

51,725,739

$

– 0

–

$

69,579,314

Financials

5,150,928

61,726,726

– 0

–

66,877,654

Industrials

13,563,665

44,231,897

– 0

–

57,795,562

Consumer Staples

6,895,305

49,083,257

– 0

–

55,978,562

Health Care

– 0

–

48,567,032

– 0

–

48,567,032

Communication Services

7,764,262

26,839,039

– 0

–

34,603,301

Consumer Discretionary

– 0

–

28,283,119

– 0

–

28,283,119

Real Estate

– 0

–

23,808,647

– 0

–

23,808,647

Utilities

– 0

–

21,287,134

– 0

–

21,287,134

Energy

– 0

–

4,755,951

– 0

–

4,755,951

Short-Term Investments:

Investment Companies

22,862,729

– 0

–

– 0

–

22,862,729

Total Investments in Securities

74,090,464

360,308,541

+

– 0

–

434,399,005

Other Financial Instruments*:

Assets

Forward Currency Exchange Contracts

– 0

–

3,621,579

– 0

–

3,621,579

Liabilities

Forward Currency Exchange Contracts

– 0

–

(2,414,517

)

– 0

–

(2,414,517

)

Total

$

74,090,464

$

361,515,603

$

– 0

–

$

435,606,067

26    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

+ 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, see Note A.1.

* 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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

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NOTES TO FINANCIAL STATEMENTS (continued)

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments as dividend income, realized gain, or return of capital based on information provided by the REIT.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the excess of $2.5 billion up to $5 billion and .60% of the excess over $5 billion of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs) on an annual basis (the “Expense Caps”) to 1.20%, 1.95%, .95% and .95% of the daily average net assets for Class A, Class C, Advisor Class and Class Z shares, respectively. For the year ended June 30, 2020, such reimbursements/waivers amounted to $52,574. The Expense Caps may not be terminated by the Adviser before

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NOTES TO FINANCIAL STATEMENTS (continued)

October 31, 2020. Any fees waived and expenses borne by the Adviser through February 16, 2017 are subject to repayment by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne; such waivers that are subject to repayment amount to $194,037 for the period ended June 30, 2017. In any case, no repayment will be made that would cause the Fund’s total annual operating expenses to exceed the Expense Caps’ net fee percentages set forth above.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the Adviser voluntarily agreed to waive such fees in the amount of $78,896.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $30,059 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $260 from the sale of Class A shares and received $4 and $14 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $12,297.

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NOTES TO FINANCIAL STATEMENTS (continued)

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)			Dividend Income (000)
Government Money Market Portfolio	$	4,106		$	156,472	$	137,715	$	22,863		$	119
Government Money Market Portfolio*		– 0	–		56,595		56,595		– 0	–		4
Total								$	22,863		$	123

* Investment of cash collateral for securities lending transactions (see Note E).

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .25% of the Fund’s average daily net assets attributable to Class A shares and 1% of the Fund’s average daily net assets attributable to Class C shares. There are no distribution and servicing fees on the Advisor Class. The fees are accrued daily and paid monthly. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred no expenses in excess of the distribution costs reimbursed by the Fund for Class C shares. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	350,732,144		$	117,679,059
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	420,371,496
Gross unrealized appreciation	$	40,576,127
Gross unrealized depreciation		(26,755,481	)
Net unrealized appreciation	$	13,820,646

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

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NOTES TO FINANCIAL STATEMENTS (continued)

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on forward currency exchange contracts. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Fund. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the year ended June 30, 2020, the Fund held forward currency exchange contracts for hedging purposes.

• Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Fund bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Fund may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability

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NOTES TO FINANCIAL STATEMENTS (continued)

of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Fund to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Fund to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended June 30, 2020, the Fund held futures for non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty tables below for additional details.

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NOTES TO FINANCIAL STATEMENTS (continued)

During the year ended June 30, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign currency contracts	Unrealized appreciation on forward currency exchange contracts	$	3,621,579	Unrealized depreciation on forward currency exchange contracts	$	2,414,517
Total		$	3,621,579		$	2,414,517

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign currency contracts	Net realized gain/(loss) on Forward currency exchange contracts; Net change in unrealized appreciation/ depreciation on forward currency exchange contracts	$	591,764		$	1,245,669
Equity contracts	Net realized gain/(loss) on futures; Net change in unrealized appreciation/depreciation on futures		(3,452,869	)		– 0	–
Total		$	(2,861,105	)	$	1,245,669

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended June 30, 2020:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	77,396,025
Average principal amount of sale contracts	$	68,577,528
Futures:
Average notional amount of buy contracts	$	8,800,057	(a)

(a) Positions were open for five months during the reporting period.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

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NOTES TO FINANCIAL STATEMENTS (continued)

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of June 30, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the tables.

Counterparty

Derivative Assets Subject to a MA

Derivatives Available for Offset

Cash Collateral Received*

Security Collateral Received*

Net Amount of Derivative Assets

Bank of America, NA.

$

983,759

$

(325,283

)

$

– 0

–

$

– 0

–

$

658,476

Barclays Bank PLC

624,633

(54,674

)

– 0

–

– 0

–

569,959

BNP Paribas SA.

3,570

– 0

–

– 0

–

– 0

–

3,570

Brown Brothers Harriman & Co.

790,764

(540,042

)

– 0

–

– 0

–

250,722

Citibank, NA

61,111

(45,370

)

– 0

–

– 0

–

15,741

Goldman Sachs Bank USA/ Goldman Sachs International

418,759

(182,959

)

– 0

–

– 0

–

235,800

JPMorgan Chase Bank, NA

322,154

(322,154

)

– 0

–

– 0

–

– 0

–

Morgan Stanley Capital Services LLC.

39,317

– 0

–

– 0

–

– 0

–

39,317

Royal Bank of Scotland PLC

347,826

(347,826

)

– 0

–

– 0

–

– 0

–

UBS AG

29,686

(29,686

)

– 0

–

– 0

–

– 0

–

Total

$

3,621,579

$

(1,847,994

)

$

– 0

–

$

– 0

–

$

1,773,585

^

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged*

Net Amount of Derivative Liabilities

Bank of America, NA.

$

325,283

$

(325,283

)

$

– 0

–

$

– 0

–

$

– 0

–

Barclays Bank PLC

54,674

(54,674

)

– 0

–

– 0

–

– 0

–

Brown Brothers Harriman & Co.

540,042

(540,042

)

– 0

–

– 0

–

– 0

–

Citibank, NA

45,370

(45,370

)

– 0

–

– 0

–

– 0

–

Deutsche Bank AG

64,065

– 0

–

– 0

–

– 0

–

64,065

Goldman Sachs Bank USA/ Goldman Sachs International

182,959

(182,959

)

– 0

–

– 0

–

– 0

–

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    35

NOTES TO FINANCIAL STATEMENTS (continued)

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
JPMorgan Chase Bank, NA	$	608,542	$	(322,154	)	$	– 0	–	$	– 0	–	$	286,388
Royal Bank of Scotland PLC		468,270		(347,826	)		– 0	–		– 0	–		120,444
Standard Chartered Bank.		29,026		– 0	–		– 0	–		– 0	–		29,026
UBS AG		96,286		(29,686	)		– 0	–		– 0	–		66,600
Total	$	2,414,517	$	(1,847,994	)	$	– 0	–	$	– 0	–	$	566,523	^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the

36    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

									Government Money Market Portfolio
Market Value of Securities on Loan*	Cash Collateral*			Market Value of Non-Cash Collateral*			Income from Borrowers		Income Earned		Advisory Fee Waived
$  – 0 –	$	– 0	–	$	– 0	–	$	24,103	$	4,352	$	493

* As of June 30, 2020.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    37

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Capital Stock

Each class consists of 1,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		836,254			89,858		$	9,513,368		$	1,021,518
Shares issued in reinvestment of dividends		1,487			1,563			17,800			16,506
Shares redeemed		(98,238	)		(14,772	)		(947,584	)		(167,070	)
Net increase		739,503			76,649		$	8,583,584		$	870,954
Class C
Shares sold		2,843			15,865		$	31,807		$	181,583
Shares issued in reinvestment of dividends		176			290			2,088			3,052
Shares redeemed		(4,377	)		(7,253	)		(49,919	)		(81,400	)
Net increase (decrease)		(1,358	)		8,902		$	(16,024	)	$	103,235
Advisor Class
Shares sold		29,797,225			13,078,757		$	336,573,858		$	147,502,871
Shares issued in reinvestment of dividends		306,062			194,397			3,675,808			2,056,719
Shares redeemed		(8,018,592	)		(2,416,006	)		(87,940,744	)		(27,667,930	)
Net increase		22,084,695			10,857,148		$	252,308,922		$	121,891,660
Class Z*
Shares sold		829			– 0	–	$	10,021		$	– 0	–
Net increase		829			– 0	–	$	10,021		$	– 0	–

* Commenced distributions on November 20, 2019.

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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NOTES TO FINANCIAL STATEMENTS (continued)

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology or financial services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors. These risks may be heightened with respect to investments in emerging market countries, where there may be an increased amount of economic, political and social instability.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Capitalization Risk—Investments in mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in mid-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    39

NOTES TO FINANCIAL STATEMENTS (continued)

impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

40    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020			2019
Distributions paid from:
Ordinary income	$	4,303,044		$	1,702,282
Net long-term capital gains		– 0	–		500,837
Total taxable distributions paid	$	4,303,044		$	2,203,119

As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,365,677
Accumulated capital and other losses		(27,569,084	)(a)
Unrealized appreciation/(depreciation)		13,831,421	(b)
Total accumulated earnings/(deficit)	$	(8,371,986	)

(a) As of June 30, 2020, the Fund had a net capital loss carryforward of $27,569,084.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of passive foreign investment companies (PFICs), the tax deferral of losses on wash sales, and the tax treatment of partnership investments.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund had a net short-term capital loss carryforward of $19,002,906 and a net long-term capital loss carryforward of $8,566,178, which may be carried forward for an indefinite period.

During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    41

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,												July 29, 2015(a) to June  30, 2016
	2020			2019			2018			2017
Net asset value, beginning of period		$  11.70			$  12.04			$  11.04			$  9.79			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.25			.27			.20			.22			.26
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.74	)		(.33	)		.93			1.11			(.35	)
Net increase (decrease) in net asset value from operations		(.49	)		(.06	)		1.13			1.33			(.09	)
Less: Dividends and Distributions
Dividends from net investment income		(.16	)		(.16	)		(.07	)		(.08	)		(.12	)
Distributions from net realized gain on investment and foreign currency transactions		– 0	–		(.12	)		(.06	)		– 0	–		– 0	–
Total dividends and distributions		(.16	)		(.28	)		(.13	)		(.08	)		(.12	)
Net asset value, end of period		$  11.05			$  11.70			$  12.04			$  11.04			$  9.79
Total Return
Total investment return based on net asset value(d)		(4.33	)%		(.28	)%		10.25	%		13.72	%		(.84	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,439			$1,344			$460			$234			$57
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.19	%		1.20	%		1.19	%		1.19	%		1.20	%(f)
Expenses, before waivers/ reimbursements(e)†		1.27	%		1.51	%		1.93	%		5.13	%		23.67	%(f)
Net investment income(c)		2.31	%		2.38	%		1.71	%		2.15	%		2.87	%(f)
Portfolio turnover rate		39	%		51	%		53	%		64	%		52	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%(f)

See footnote summary on page 45.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,												July 29, 2015(a) to June  30, 2016
	2020			2019			2018			2017
Net asset value, beginning of period		$  11.60			$  11.95			$  11.01			$  9.75			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.06			.18			.10			.19			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.63	)		(.32	)		.93			1.07			(.28	)
Net increase (decrease) in net asset value from operations		(.57	)		(.14	)		1.03			1.26			(.16	)
Less: Dividends and Distributions
Dividends from net investment income		(.12	)		(.09	)		(.03	)		– 0	–		(.09	)
Distributions from net realized gain on investment and foreign currency transactions		– 0	–		(.12	)		(.06	)		– 0	–		– 0	–
Total dividends and distributions		(.12	)		(.21	)		(.09	)		– 0	–		(.09	)
Net asset value, end of period		$  10.91			$  11.60			$  11.95			$  11.01			$  9.75
Total Return
Total investment return based on net asset value(d)		(5.01	)%		(1.00	)%		9.34	%		12.92	%		(1.55	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$190			$218			$118			$62			$10
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.95	%		1.95	%		1.94	%		1.94	%		1.95	%(f)
Expenses, before waivers/ Reimbursements(e)†		2.00	%		2.28	%		2.68	%		5.70	%		15.57	%(f)
Net investment income(c)		.55	%		1.56	%		.88	%		1.80	%		1.31	%(f)
Portfolio turnover rate		39	%		51	%		53	%		64	%		52	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%(f)

See footnote summary on page 45.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    43

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,												July 29, 2015(a) to June  30, 2016
	2020			2019			2018			2017
Net asset value, beginning of period		$  11.74			$  12.06			$  11.06			$  9.80			$  10.00
Income From Investment Operations
Net investment income(b)(c)		.20			.32			.25			.27			.21
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.67	)		(.34	)		.90			1.08			(.28	)
Net increase (decrease) in net asset value from operations		(.47	)		(.02	)		1.15			1.35			(.07	)
Less: Dividends and Distributions
Dividends from net investment income		(.17	)		(.18	)		(.09	)		(.09	)		(.13	)
Distributions from net realized gain on investment and foreign currency transactions		– 0	–		(.12	)		(.06	)		– 0	–		– 0	–
Total dividends and distributions		(.17	)		(.30	)		(.15	)		(.09	)		(.13	)
Net asset value, end of period		$  11.10			$  11.74			$  12.06			$  11.06			$  9.80
Total Return
Total investment return based on net asset value(d)		(4.14	)%		.06	%		10.45	%		13.98	%		(.63	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$436,143			$201,875			$76,473			$35,275			$2,932
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		.95	%		.95	%		.94	%		.94	%		.95	%(f)
Expenses, before waivers/ reimbursements(e)†		.99	%		1.26	%		1.65	%		4.37	%		14.60	%(f)
Net investment income(c)		1.74	%		2.80	%		2.12	%		2.60	%		2.32	%(f)
Portfolio turnover rate		39	%		51	%		53	%		64	%		52	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.00	%		.01	%		.01	%		.00	%(f)

See footnote summary on page 45.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class Z
	November 20, 2019(g) to June 30, 2020
Net asset value, beginning of period		$  12.09
Income From Investment Operations
Net investment income(b)(c)		.12
Net realized and unrealized loss on investment and foreign currency transactions		(.94	)
Net decrease in net asset value from operations		(.82	)
Less: Dividends and Distributions
Dividends from net investment income		(.17	)
Total dividends and distributions		(.17	)
Net asset value, end of period		$  11.10
Total Return
Total investment return based on net asset value(d)		(6.91	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		.93	%(f)
Expenses, before waivers/ reimbursements(e)†		.97	%(f)
Net investment income(c)		1.76	%(f)
Portfolio turnover rate		39	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%(f)

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of expenses waived/reimbursed by the Adviser.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charge or contingent deferred sales charge is not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return for a period of less than one year is not annualized.

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses but bears proportionate shares of the acquired fund fees and expenses (i.e. operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended June 30, 2018 and June 30, 2017, such waiver amounted to 0.01% and 0.01%, respectively.

(f) Annualized.

(g) Commencement of distribution.

See notes to financial statements.

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    45

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of AB International Strategic Core Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB International Strategic Core Portfolio (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and the period from July 29, 2015 (commencement of operations) to June 30, 2016 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the four years in the period then ended and the period from July 29, 2015 (commencement of operations) to June 30, 2016, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

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2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the earnings of the Fund for the taxable year ended June 30, 2020.

For corporate shareholders, 3.00% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 97.21% of dividends paid as qualified dividend income.

The Fund intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended June 30, 2020, $631,103 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $8,884,855.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

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BOARD OF DIRECTORS

Marshall C. Turner, Jr⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Kent W. Hargis⁽²⁾, Vice President Sammy Suzuki⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent Brown Brothers Harriman & Co. 50 Post Office Square Boston, MA 02110 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004

1 Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Strategic Core Investment Team. Messrs. Hargis and Suzuki are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

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MANAGEMENT OF THE FUND

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,# 1345 Avenue of the Americas New York, NY 10105 60 (2015)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,## Chairman of the Board 78 (2015)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi- conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,## 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,## 76 (2015)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,## 72 (2015)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb 68 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,## 65 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,## 68 (2015)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee and as Chairman of the Audit Committees of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS*, AGE, (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,## 81 (2015)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

# Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

## Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

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MANAGEMENT OF THE FUND (continued)

Officer Information

Robert M. Keith 60	President and Chief Executive Officer	See biography above.
Kent W. Hargis 51	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2015; Co-Chief Investment Officer – Strategic Core Equities since 2018.
Sammy Suzuki 49	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2015; Co-Chief Investment Officer – Strategic Core Equities since 2018.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS**, with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAl”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB International Strategic Core Portfolio (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the

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investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. The Adviser had not requested any reimbursements from the Fund in the Fund’s latest fiscal year. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2018. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2019 was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency

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transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s recent profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1- and 3-year periods ended February 29, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed

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with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant. The directors also compared the advisory fee rate for the Fund with those for two other funds advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were

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lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the peer group median. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed a breakpoint in the future.

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This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

64    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

NOTES

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    65

NOTES

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NOTES

abfunds.com AB INTERNATIONAL STRATEGIC CORE PORTFOLIO     ^|    67

NOTES

68    ^|    AB INTERNATIONAL STRATEGIC  CORE PORTFOLIO abfunds.com

AB INTERNATIONAL STRATEGIC CORE PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

ISCP-0151-0620                 

JUN^06.30.20

ANNUAL REPORT

AB SELECT US EQUITY PORTFOLIO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Select US Equity Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    1

ANNUAL REPORT

August 7, 2020

This report provides management’s discussion of fund performance for AB Select US Equity Portfolio for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB SELECT US EQUITY PORTFOLIO1
Class A Shares		-5.60%		4.18%
Class C Shares		-5.93%		3.36%
Advisor Class Shares2		-5.44%		4.44%
Class R Shares2		-5.70%		3.87%
Class K Shares2		-5.55%		4.16%
Class I Shares2		-5.44%		4.45%
S&P 500 Index		-3.08%		7.51%

1 Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of the Fund for the six- and 12-month periods ended June 30, 2020, by 0.00% and 0.03%, respectively.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Standard & Poor’s (“S&P”) 500 Index, for the six- and 12-month periods ended June 30, 2020.

During the 12-month period, all share classes underperformed the benchmark, before sales charges. The Fund’s underweight to the technology and energy sectors detracted, relative to the benchmark, as did its overweight to the financials sector. However, the Fund’s underweights to real estate and materials and overweight to communication services contributed. From a security selection perspective, selection within consumer discretionary, technology and energy contributed, more than offsetting selection within financials, materials and health care, which detracted.

During the six-month period, all share classes underperformed the benchmark, before sales charges. The Fund’s overweight to the financials sector and underweights to technology and energy detracted. However, the Fund’s transactional cash and underweights to the real estate and materials sectors

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contributed. From a security selection perspective, selection within financials, industrials and health care detracted, more than offsetting selection in consumer discretionary, technology and energy, which contributed.

The Fund utilized derivatives in the form of total return swaps for investment purposes, which added to absolute returns for the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

In the first half of the 12-month period ended June 30, 2020, US markets advanced, as it looked increasingly likely that a phase-one trade deal between the US and China was on the horizon and as monetary policy remained supportive. While investors remained concerned about slow economic and corporate profit growth and elevated equity valuations, there were signs late in the year that growth might be stabilizing in the US and globally.

In the second half of the 12-month period, global equity markets came under extreme pressure as the COVID-19 pandemic spread throughout the world. Global economies all but shut down as countries looked to slow the spread of the virus. Global central banks and governments responded to the pandemic with unprecedented levels of fiscal and monetary stimulus. Equity markets recovered strongly off their lows, as lockdown measures eased, and investors grew optimistic about a recovery in global economic growth. The S&P 500 Index returned -3.08% for the six-month period and 7.51% for the 12-month period.

The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractive risk-adjusted returns from a flexible approach unconstrained by investment style, with an intense focus on downside risk. The Team uses bottom-up analysis to find companies with growth potential, adjusting expectations based on the short-term market environment.

INVESTMENT POLICIES

Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of US companies. For purposes of this policy, equity securities include common stock, preferred stock and derivatives related to common and preferred stocks.

The Adviser selects investments for the Fund through an intensive “bottom-up” approach that places an emphasis on companies that are engaged in business activities with solid long-term growth potential and operating in industries with high barriers to entry, that have strong cash flows and other financial metrics, and that have transparent financial statements and business models. The Adviser also evaluates the quality of company management based on a series of

(continued on next page)

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    3

criteria, including: (1) management’s focus on shareholder returns, such as through a demonstrated commitment to dividends and dividend growth, share buybacks or other shareholder-friendly corporate actions; (2) management’s employment of conservative accounting methodologies; (3) management incentives, such as direct equity ownership; and (4) management accessibility. The Adviser seeks to identify companies where events or catalysts may drive the company’s share price higher, such as earnings and/or revenue growth above consensus forecasts, potential market recognition of undervaluation or overstated market-risk discount, or the institution of shareholder-focused changes discussed in the preceding sentence. In light of this catalyst-focused approach, the Adviser expects to engage in active and frequent trading for the Fund. The Adviser may reduce or eliminate the Fund’s holdings in a company’s securities for a number of reasons, including if its evaluation of the above factors changes adversely, if the anticipated events or catalysts do not occur or do not affect the price of the securities as expected, or if the anticipated events or catalysts do occur and cause the securities to be, in the Adviser’s view, overvalued or fully valued. At any given time the Fund may emphasize growth stocks over value stocks, or vice versa.

The Fund’s investments will be focused on securities of companies with large- and medium-market capitalizations, but it may also invest in securities of small-capitalization companies. The Fund may invest in non-US companies, but will limit its investments in such companies to no more than 10% of its net assets. The Fund may purchase securities in initial public offerings (“IPOs”) and expects to do so on a regular basis.

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DISCLOSURES AND RISKS

Benchmark Disclosure

The S&P 500^® Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information-technology or financial-services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in these companies may have additional risks because these companies may have limited product lines, markets or financial resources.

Active Trading Risk: The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate may greatly exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

IPO Risk: Securities purchased in an IPO may be subject to substantial price volatility due to one or more factors such as unseasoned trading in the securities, the lack of investor knowledge of the issuer, the lack of an operating history of the issuer, and the dependence of the issuer on key personnel, suppliers or a limited number of customers.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    5

DISCLOSURES AND RISKS (continued)

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

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HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

12/8/2011¹ TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB Select US Equity Portfolio Class A shares (from 12/8/2011¹ to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

1 Inception date: 12/8/2011.

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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		4.18%		-0.27%
5 Years		9.15%		8.20%
Since Inception1		12.54%		11.98%
CLASS C SHARES
1 Year		3.36%		2.40%
5 Years		8.32%		8.32%
Since Inception1		11.72%		11.72%
ADVISOR CLASS SHARES2
1 Year		4.44%		4.44%
5 Years		9.41%		9.41%
Since Inception1		12.85%		12.85%
CLASS R SHARES2
1 Year		3.87%		3.87%
5 Years		8.83%		8.83%
Since Inception1		12.25%		12.25%
CLASS K SHARES2
1 Year		4.16%		4.16%
5 Years		9.06%		9.06%
Since Inception1		12.49%		12.49%
CLASS I SHARES2
1 Year		4.45%		4.45%
5 Years		9.43%		9.43%
Since Inception1		12.85%		12.85%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.52%, 2.27%, 1.27%, 1.80%, 1.68% and 1.26% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios to 1.52%, 2.27%, 1.27%, 1.80%, 1.57% and 1.25% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursements may not be terminated prior to October 31, 2020 and may be extended by the Adviser for additional one-year terms. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception date: 12/8/2011.

2 These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-0.27%
5 Years		8.20%
Since Inception1		11.98%
CLASS C SHARES
1 Year		2.40%
5 Years		8.32%
Since Inception1		11.72%
ADVISOR CLASS SHARES2
1 Year		4.44%
5 Years		9.41%
Since Inception1		12.85%
CLASS R SHARES2
1 Year		3.87%
5 Years		8.83%
Since Inception1		12.25%
CLASS K SHARES2
1 Year		4.16%
5 Years		9.06%
Since Inception1		12.49%
CLASS I SHARES2
1 Year		4.45%
5 Years		9.43%
Since Inception1		12.85%

1 Inception date: 12/8/2011.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    9

EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

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EXPENSE EXAMPLE (continued)

	Beginning Account Value 1/1/2020		Ending Account Value 6/30/2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	944.00	$	7.49		1.55	%	$	7.49		1.55	%
Hypothetical**	$	1,000	$	1,017.16	$	7.77		1.55	%	$	7.77		1.55	%
Class C
Actual	$	1,000	$	940.70	$	11.05		2.29	%	$	11.10		2.30	%
Hypothetical**	$	1,000	$	1,013.48	$	11.46		2.29	%	$	11.51		2.30	%
Advisor Class
Actual	$	1,000	$	945.60	$	6.29		1.30	%	$	6.29		1.30	%
Hypothetical**	$	1,000	$	1,018.40	$	6.52		1.30	%	$	6.52		1.30	%
Class R
Actual	$	1,000	$	943.00	$	8.70		1.80	%	$	8.70		1.80	%
Hypothetical**	$	1,000	$	1,015.91	$	9.02		1.80	%	$	9.02		1.80	%
Class K
Actual	$	1,000	$	944.50	$	7.49		1.55	%	$	7.49		1.55	%
Hypothetical**	$	1,000	$	1,017.16	$	7.77		1.55	%	$	7.77		1.55	%
Class I
Actual	$	1,000	$	945.60	$	6.19		1.28	%	$	6.24		1.29	%
Hypothetical**	$	1,000	$	1,018.50	$	6.42		1.28	%	$	6.47		1.29	%

* Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    11

PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $198.1

TEN LARGEST HOLDINGS²

Company	U.S. $ Value		Percent of Net Assets
Microsoft Corp.	$	13,879,586		7.0	%
Apple, Inc.		11,390,515		5.7
Procter & Gamble Co. (The)		10,239,497		5.2
Amazon.com, Inc.		8,734,424		4.4
Honeywell International, Inc.		8,221,532		4.2
Alphabet, Inc. – Class C		7,093,495		3.6
Merck & Co., Inc.		5,822,949		2.9
Activision Blizzard, Inc.		5,499,866		2.8
NextEra Energy, Inc.		5,161,493		2.6
Goldman Sachs Group, Inc. (The)		4,638,932		2.3
	$	80,682,289		40.7	%

1 All data are as of June 30, 2020. The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

2 Long-term investments.

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 97.8%
Information Technology – 25.0%
Communications Equipment – 1.4%
Cisco Systems, Inc.		60,769	$	2,834,266
IT Services – 3.1%
PayPal Holdings, Inc.(a)		9,995		1,741,429
Visa, Inc. – Class A		22,925		4,428,422
				6,169,851
Semiconductors & Semiconductor Equipment – 5.5%
Intel Corp.		69,146		4,137,005
NVIDIA Corp.		5,980		2,271,862
QUALCOMM, Inc.		18,724		1,707,816
Texas Instruments, Inc.		22,178		2,815,941
				10,932,624
Software – 9.2%
Adobe, Inc.(a)		4,361		1,898,387
Microsoft Corp.		68,201		13,879,586
salesforce.com, Inc.(a)		13,210		2,474,629
				18,252,602
Technology Hardware, Storage & Peripherals – 5.8%
Apple, Inc.		31,224		11,390,515
				49,579,858
Health Care – 15.5%
Biotechnology – 1.5%
Vertex Pharmaceuticals, Inc.(a)		10,097		2,931,260
Health Care Equipment & Supplies – 3.8%
Abbott Laboratories		24,896		2,276,241
Baxter International, Inc.		21,712		1,869,403
Boston Scientific Corp.(a)		49,787		1,748,022
Zimmer Biomet Holdings, Inc.		12,738		1,520,408
				7,414,074
Health Care Providers & Services – 3.5%
Cigna Corp.(a)		10,778		2,022,492
Humana, Inc.		3,112		1,206,678
UnitedHealth Group, Inc.		12,618		3,721,679
				6,950,849
Pharmaceuticals – 6.7%
Eli Lilly & Co.		17,816		2,925,031
Johnson & Johnson		32,431		4,560,771
Merck & Co., Inc.		75,300		5,822,949
				13,308,751
				30,604,934

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    13

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 12.3%
Diversified Telecommunication Services – 0.8%
Comcast Corp. – Class A		40,795	$	1,590,189
Entertainment – 5.0%
Activision Blizzard, Inc.		72,462		5,499,866
Netflix, Inc.(a)		3,029		1,378,316
Vivendi SA		80,515		2,080,484
Walt Disney Co. (The)		7,898		880,706
				9,839,372
Interactive Media & Services – 5.7%
Alphabet, Inc. – Class C(a)		5,018		7,093,495
Facebook, Inc. – Class A(a)		18,922		4,296,618
				11,390,113
Wireless Telecommunication Services – 0.8%
T-Mobile US, Inc.(a)		14,841		1,545,690
				24,365,364
Financials – 10.6%
Banks – 5.5%
Bank of America Corp.		90,427		2,147,641
Citigroup, Inc.		29,900		1,527,890
JPMorgan Chase & Co.		41,908		3,941,867
PNC Financial Services Group, Inc. (The)		29,943		3,150,303
				10,767,701
Capital Markets – 3.2%
BlackRock, Inc. – Class A		872		474,446
Charles Schwab Corp. (The)		35,836		1,209,107
Goldman Sachs Group, Inc. (The)		23,474		4,638,932
				6,322,485
Diversified Financial Services – 1.9%
Berkshire Hathaway, Inc. – Class B(a)		21,377		3,816,008
				20,906,194
Industrials – 10.0%
Aerospace & Defense – 1.3%
Northrop Grumman Corp.		8,257		2,538,532
Construction & Engineering – 2.1%
Jacobs Engineering Group, Inc.		49,614		4,207,267
Industrial Conglomerates – 4.1%
Honeywell International, Inc.		56,861		8,221,532
Road & Rail – 2.5%
Norfolk Southern Corp.		16,735		2,938,164
Union Pacific Corp.		11,585		1,958,676
				4,896,840
				19,864,171

14    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Consumer Discretionary – 8.9%
Hotels, Restaurants & Leisure – 0.2%
Starbucks Corp.		6,667	$	490,624
Internet & Direct Marketing Retail – 5.4%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		3,877		836,269
Amazon.com, Inc.(a)		3,166		8,734,424
Booking Holdings, Inc.(a)		669		1,065,275
				10,635,968
Multiline Retail – 0.3%
Target Corp.		5,204		624,116
Specialty Retail – 3.0%
Home Depot, Inc. (The)		8,669		2,171,671
Lowe’s Cos., Inc.		23,809		3,217,072
Ulta Beauty, Inc.(a)		2,682		545,573
				5,934,316
				17,685,024
Consumer Staples – 8.1%
Beverages – 0.6%
Coca-Cola Co. (The)		28,888		1,290,716
Food & Staples Retailing – 1.9%
Costco Wholesale Corp.		3,716		1,126,728
Kroger Co. (The)		26,874		909,685
Walmart, Inc.		14,387		1,723,275
				3,759,688
Household Products – 5.2%
Procter & Gamble Co. (The)		85,636		10,239,497
Personal Products – 0.4%
Estee Lauder Cos., Inc. (The) – Class A		4,140		781,135
				16,071,036
Utilities – 4.0%
Electric Utilities – 4.0%
NextEra Energy, Inc.		21,491		5,161,493
NRG Energy, Inc.		83,778		2,727,812
				7,889,305
Energy – 2.5%
Oil, Gas & Consumable Fuels – 2.5%
Chevron Corp.		35,986		3,211,031
EOG Resources, Inc.		35,812		1,814,236
				5,025,267
Materials – 0.9%
Containers & Packaging – 0.9%
Berry Global Group, Inc.(a)		40,055		1,775,238
Total Common Stocks (cost $139,596,873)				193,766,391

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    15

PORTFOLIO OF INVESTMENTS (continued)

Company		Shares			U.S. $ Value
PREFERRED STOCKS – 0.1%
Consumer Discretionary – 0.1%
Household Durables – 0.1%
Honest Co., Inc. (The) Series D 0.00%(a)(b)(c) (cost $183,249)			4,005		$	114,959
SHORT-TERM INVESTMENTS – 2.3%
Investment Companies – 2.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(d)(e)(f) (cost $4,603,794)			4,603,794			4,603,794
		Principal Amount (000)
Time Deposits – 0.0%
BBH Grand Cayman
(0.25)%, 07/01/2020	JPY		1,529			14,157
0.01%, 07/01/2020	GBP		0	*		5
0.02%, 07/02/2020	CAD		5			3,837
Citibank, London (0.68)%, 07/01/2020	EUR		57			63,902
Total Time Deposits (cost $81,901)						81,901
Total Short-Term Investments (cost $4,685,695)						4,685,695
Total Investments – 100.2% (cost $144,465,817)						198,567,045
Other assets less liabilities – (0.2)%						(493,130	)
Net Assets – 100.0%					$	198,073,915

* Principal amount less than 500.

(a) Non-income producing security.

(b) Security in which significant unobservable inputs (Level 3) were used in determining fair value.

(c) Fair valued by the Adviser.

(d) The rate shown represents the 7-day yield as of period end.

(e) Affiliated investments.

(f) 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.

16    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

Currency Abbreviations:

CAD – Canadian Dollar

EUR – Euro

GBP – Great British Pound

JPY – Japanese Yen

Glossary:

ADR – American Depositary Receipt

See notes to financial statements.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    17

STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value
Unaffiliated issuers (cost $139,862,023)	$	193,963,251
Affiliated issuers (cost $4,603,794)		4,603,794
Receivable for investment securities sold		1,617,211
Unaffiliated dividends receivable		77,830
Receivable for capital stock sold		651
Affiliated dividends receivable		508
Total assets		200,263,245
Liabilities
Payable for investment securities purchased		1,385,911
Payable for capital stock redeemed		471,443
Advisory fee payable		162,480
Administrative fee payable		17,736
Distribution fee payable		9,517
Transfer Agent fee payable		2,387
Accrued expenses and other liabilities		139,856
Total liabilities		2,189,330
Net Assets	$	198,073,915
Composition of Net Assets
Capital stock, at par	$	1,229
Additional paid-in capital		148,451,194
Distributable earnings		49,621,492
	$	198,073,915

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	11,699,413		722,450	$	16.19	*
C	$	8,436,503		559,708	$	15.07
Advisor	$	172,642,933		10,677,881	$	16.17
R	$	22,671		1,441	$	15.73
K	$	1,028,128		64,300	$	15.99
I	$	4,244,267		265,500	$	15.99

* The maximum offering price per share for Class A shares was $16.91, which reflects a sales charge of 4.25%.

See notes to financial statements.

18    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $8,590)	$	3,528,131
Affiliated issuers		70,335
Securities lending income		496		$	3,598,962
Expenses
Advisory fee (see Note B)		1,988,440
Distribution fee—Class A		27,777
Distribution fee—Class C		101,839
Distribution fee—Class R		108
Distribution fee—Class K		2,386
Transfer agency—Class A		3,204
Transfer agency—Class C		3,165
Transfer agency—Advisor Class		48,894
Transfer agency—Class R		23
Transfer agency—Class K		1,909
Transfer agency—Class I		1,025
Custody and accounting		172,166
Registration fees		86,657
Administrative		72,826
Audit and tax		57,813
Legal		33,574
Printing		29,166
Directors’ fees		20,305
Miscellaneous		17,765
Total expenses		2,669,042
Less: expenses waived and reimbursed by the Adviser (see Note B and Note E)		(6,425	)
Net expenses					2,662,617
Net investment income					936,345
Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions					12,461,269
Swaps					147,213
Foreign currency transactions					(9,664	)
Net change in unrealized appreciation/depreciation on:
Investments					(3,375,078	)
Swaps					(124,484	)
Foreign currency denominated assets and liabilities					(401	)
Net gain on investment and foreign currency transactions					9,098,855
Contributions from Affiliates (see Note B)					9,695
Net Increase in Net Assets from Operations				$	10,044,895

See notes to financial statements.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    19

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income	$	936,345		$	1,084,478
Net realized gain on investment and foreign currency transactions		12,598,818			11,345,738
Net change in unrealized appreciation/depreciation on investments and foreign currency denominated assets and liabilities		(3,499,963	)		7,972,309
Contributions from Affiliates (see Note B)		9,695			– 0	–
Net increase in net assets from operations		10,044,895			20,402,525
Distributions to Shareholders
Class A		(865,274	)		(1,107,493	)
Class C		(835,262	)		(1,286,653	)
Advisor Class		(13,144,837	)		(17,849,203	)
Class R		(1,758	)		(1,703	)
Class K		(77,392	)		(119,111	)
Class I		(426,211	)		(3,300,315	)
Capital Stock Transactions
Net decrease		(21,709,311	)		(25,031,571	)
Total decrease		(27,015,150	)		(28,293,524	)
Net Assets
Beginning of period		225,089,065			253,382,589
End of period	$	198,073,915		$	225,089,065

See notes to financial statements.

20    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company comprised of 15 portfolios currently in operation. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Select US Equity Portfolio (the “Fund”), a diversified portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class T, Class 1, and Class 2 shares. Class B, Class T, Class 1, and Class 2 shares are not currently being offered. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    21

NOTES TO FINANCIAL STATEMENTS (continued)

securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements

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NOTES TO FINANCIAL STATEMENTS (continued)

or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    23

NOTES TO FINANCIAL STATEMENTS (continued)

which are 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.

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 June 30, 2020:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

49,579,858

$

– 0

–

$

– 0

–

$

49,579,858

Health Care

30,604,934

– 0

–

– 0

–

30,604,934

Communication Services

22,284,880

2,080,484

– 0

–

24,365,364

Financials

20,906,194

– 0

–

– 0

–

20,906,194

Industrials

19,864,171

– 0

–

– 0

–

19,864,171

Consumer Discretionary

17,685,024

– 0

–

– 0

–

17,685,024

Consumer Staples

16,071,036

– 0

–

– 0

–

16,071,036

Utilities

7,889,305

– 0

–

– 0

–

7,889,305

Energy

5,025,267

– 0

–

– 0

–

5,025,267

Materials

1,775,238

– 0

–

– 0

–

1,775,238

Preferred Stocks

– 0

–

– 0

–

114,959

114,959

Short-Term Investments:

Investment Companies

4,603,794

– 0

–

– 0

–

4,603,794

Time Deposits

– 0

–

81,901

– 0

–

81,901

Total Investments in Securities

196,289,701

2,162,385

114,959

198,567,045

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

196,289,701

$

2,162,385

$

114,959

$

198,567,045

* 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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

24    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at the rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as

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NOTES TO FINANCIAL STATEMENTS (continued)

adjustments to interest income. The Fund accounts for distributions received from REIT investments as dividend income, realized gain, or return of capital based on information provided by the REIT.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of 1.00% of the Fund’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating (excluding acquired fund fees and expenses other than the advisory fees of any AB mutual funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs), on an annual basis (the “Expense Caps”) to 1.55%, 2.30%, 1.30%, 1.80%, 1.55% and 1.30% of the daily average net assets for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. For the year ended June 30, 2020, such reimbursements/waivers amounted to $1,452. The Expense Caps may not be terminated before October 31, 2020.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the reimbursement for such services amounted to $72,826.

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NOTES TO FINANCIAL STATEMENTS (continued)

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. The compensation retained by ABIS amounted to $29,152 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $1,118 from the sale of Class A shares and received $31 and $511 in contingent deferred sales charges imposed upon redemption by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $4,945.

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)			Dividend Income (000)
Government Money Market Portfolio.	$	8,288		$	102,299	$	105,983	$	4,604		$	70
Government Money Market Portfolio*		– 0	–		2,471		2,471		– 0	–		0	**
Total								$	4,604		$	70

* Investment of cash collateral for securities lending transactions (see Note E).

** Amount is less than $500.

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NOTES TO FINANCIAL STATEMENTS (continued)

During the year ended June 30, 2020, the Adviser reimbursed the Fund $9,695 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Agreement

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in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operation, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $102,351, $0 and $3,213 for Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs, incurred by the Distributor, beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020, were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	358,815,764		$	391,707,268
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

Cost	$	154,135,220
Gross unrealized appreciation	$	54,973,029
Gross unrealized depreciation		(10,541,204	)
Net unrealized appreciation	$	44,431,825

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal type of derivative utilized by the Fund, as well as the methods in which they may be used are:

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps

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NOTES TO FINANCIAL STATEMENTS (continued)

for non-hedging purposes as a means of gaining market exposures including by making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced

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NOTES TO FINANCIAL STATEMENTS (continued)

asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the year ended June 30, 2020, the Fund held total return swaps for non-hedging purposes.

During the year ended June 30, 2020, the Fund had entered into the following derivatives:

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain/(loss) on swaps; Net change in unrealized appreciation/depreciation on swaps	$	147,213	$	(124,484	)
Total		$	147,213	$	(124,484	)

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended June 30, 2020:

Total Return Swaps:
Average notional amount	$	465,832	(a)

(a) Positions were open for less than one month during the reporting period.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in the Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the

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loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

											Government Money Market Portfolio
Market Value of Securities on Loan*			Cash Collateral*			Market Value of Non-Cash Collateral*			Income from Borrowers		Income Earned		Advisory Fee Waived
$	– 0	–	$	– 0	–	$	– 0	–	$	496	$	331	$	28

* As of June 30, 2020.

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		221,797			72,880		$	3,453,847		$	1,197,997
Shares issued in reinvestment of dividends and distributions		45,558			67,560			757,627			1,020,155
Shares converted from Class C		51,658			6,236			876,795			97,750
Shares redeemed		(237,117	)		(209,212	)		(3,796,610	)		(3,504,595	)
Net increase (decrease)		81,896			(62,536	)	$	1,291,659		$	(1,188,693	)
Class C
Shares sold		58,884			111,782		$	931,948		$	1,732,045
Shares issued in reinvestment of dividends and distributions		43,029			69,798			668,677			993,220
Shares converted to Class A		(55,268	)		(6,627	)		(876,795	)		(97,750	)
Shares redeemed		(213,439	)		(236,354	)		(3,202,594	)		(3,549,110	)
Net decrease		(166,794	)		(61,401	)	$	(2,478,764	)	$	(921,595	)

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NOTES TO FINANCIAL STATEMENTS (continued)

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Advisor Class
Shares sold		2,808,579			2,444,112		$	43,474,248		$	40,304,087
Shares issued in reinvestment of dividends and distributions		571,383			1,013,091			9,473,528			15,247,014
Shares redeemed		(4,416,704	)		(2,630,694	)		(72,711,605	)		(42,917,579	)
Net increase (decrease)		(1,036,742	)		826,509		$	(19,763,829	)	$	12,633,522
Class R
Shares sold		298			184		$	4,790		$	2,809
Shares issued in reinvestment of dividends and distributions		27			1			439			20
Shares redeemed		(68	)		(7	)		(876	)		(117	)
Net increase		257			178		$	4,353		$	2,712
Class K
Shares sold		19,495			18,267		$	302,616		$	284,219
Shares issued in reinvestment of dividends and distributions		4,713			7,989			77,391			119,110
Shares redeemed		(12,634	)		(139,432	)		(189,286	)		(2,282,834	)
Net increase (decrease)		11,574			(113,176	)	$	190,721		$	(1,879,505	)
Class I
Shares sold		10,147			462,563		$	169,313		$	7,439,970
Shares issued in reinvestment of dividends and distributions		26,004			221,646			426,211			3,300,315
Shares redeemed		(96,038	)		(2,663,097	)		(1,548,975	)		(44,418,297	)
Net decrease		(59,887	)		(1,978,888	)	$	(953,451	)	$	(33,678,012	)

NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

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Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors, such as the information technology or financial services sector. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in these companies may have additional risks because these companies may have limited product lines, markets or financial resources.

Active Trading Risk—The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate may greatly exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

IPO Risk—Securities purchased in an IPO may be subject to substantial price volatility due to one or more factors such as unseasoned trading in the securities, the lack of investor knowledge of the issuer, the lack of an operating history of the issuer, and the dependence of the issuer on key personnel, suppliers or a limited number of customers.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of

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NOTES TO FINANCIAL STATEMENTS (continued)

LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	5,550,516	$	16,289,097
Net long-term capital gains		9,800,218		7,375,381
Total taxable distributions paid	$	15,350,734	$	23,664,478

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As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	5,190,073	(a)
Unrealized appreciation/(depreciation)		44,431,419	(b)
Total accumulated earnings/(deficit)	$	49,621,492

(a) As of June 30, 2020, the Fund had a post-October short term capital loss deferral of $85,402.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of earnings and profits distributed to shareholders on redemption of shares and contributions from the Adviser resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.81			$  17.15			$  16.54			$  14.70			$  15.56
Income From Investment Operations
Net investment income(a)(b)		.05			.05			.05			.06			.06
Net realized and unrealized gain on investment and foreign currency transactions		.68			1.32			2.39			2.32			.21
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.73			1.37			2.44			2.38			.27
Less: Dividends and Distributions
Dividends from net investment income		(.07	)		(.05	)		(.03	)		– 0	–		(.02	)
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Total dividends and distributions		(1.35	)		(1.71	)		(1.83	)		(.54	)		(1.13	)
Net asset value, end of period		$  16.19			$  16.81			$  17.15			$  16.54			$  14.70
Total Return
Total investment return based on net asset value(d)*		4.18	%		9.08	%		15.03	%		16.47	%		1.74	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$11,699			$10,765			$12,060			$11,694			$42,856
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.53	%		1.50	%		1.45	%		1.45	%		1.45	%
Expenses, before waivers/ reimbursements(e)†		1.53	%		1.50	%		1.46	%		1.45	%		1.45	%
Net investment income(b)		.28	%		.28	%		.31	%		.37	%		.44	%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  15.78			$  16.28			$  15.87			$  14.23			$  15.19
Income From Investment Operations
Net investment loss(a)(b)		(.07	)		(.07	)		(.07	)		(.05	)		(.06	)
Net realized and unrealized gain on investment and foreign currency transactions		.64			1.23			2.28			2.23			.21
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.57			1.16			2.21			2.18			.15
Less: Distributions
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Net asset value, end of period		$  15.07			$  15.78			$  16.28			$  15.87			$  14.23
Total Return
Total investment return based on net asset value(d)*		3.36	%		8.27	%		14.19	%		15.59	%		.98	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$8,437			$11,463			$12,825			$10,647			$12,613
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		2.27	%		2.25	%		2.21	%		2.20	%		2.20	%
Expenses, before waivers/ reimbursements(e)†		2.28	%		2.25	%		2.21	%		2.21	%		2.20	%
Net investment loss(b)		(.45	)%		(.47	)%		(.45	)%		(.33	)%		(.41	)%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.78			$  17.14			$  16.53			$  14.73			$  15.60
Income From Investment Operations
Net investment income(a)(b)		.09			.09			.10			.10			.09
Net realized and unrealized gain on investment and foreign currency transactions		.69			1.31			2.38			2.33			.21
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.78			1.40			2.48			2.43			.30
Less: Dividends and Distributions
Dividends from net investment income		(.11	)		(.10	)		(.07	)		(.09	)		(.06	)
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Total dividends and distributions		(1.39	)		(1.76	)		(1.87	)		(.63	)		(1.17	)
Net asset value, end of period		$  16.17			$  16.78			$  17.14			$  16.53			$  14.73
Total Return
Total investment return based on net asset value(d)*		4.44	%		9.34	%		15.33	%		16.82	%		1.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$172,643			$196,566			$186,570			$239,659			$216,896
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.27	%		1.25	%		1.20	%		1.20	%		1.20	%
Expenses, before waivers/ reimbursements(e)†		1.27	%		1.25	%		1.21	%		1.20	%		1.20	%
Net investment income(b)		.54	%		.53	%		.56	%		.67	%		.60	%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

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FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.37			$  16.76			$  16.22			$  14.48			$  15.37
Income From Investment Operations
Net investment income (loss)(a)(b)		.00	(c)		(.00	)(c)		.00	(c)		.02			.01
Net realized and unrealized gain on investment and foreign currency transactions		.67			1.28			2.34			2.28			.21
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.67			1.28			2.34			2.30			.22
Less: Dividends and Distributions
Dividends from net investment income		(.03	)		(.01	)		– 0	–		(.02	)		– 0	–
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Total dividends and distributions		(1.31	)		(1.67	)		(1.80	)		(.56	)		(1.11	)
Net asset value, end of period		$  15.73			$  16.37			$  16.76			$  16.22			$  14.48
Total Return
Total investment return based on net asset value(d)*		3.87	%		8.77	%		14.71	%		16.14	%		1.44	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$23			$19			$17			$16			$15
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.80	%		1.78	%		1.76	%		1.74	%		1.72	%
Expenses, before waivers/ reimbursements(e)†		1.86	%		1.78	%		1.76	%		1.74	%		1.72	%
Net investment income (loss)(b)		.01	%		(.02	) %		.01	%		.12	%		.09	%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    41

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.59			$  16.92			$  16.33			$  14.56			$  15.43
Income From Investment Operations
Net investment income(a)(b)		.04			.03			.04			.05			.04
Net realized and unrealized gain on investment and foreign currency transactions		.68			1.30			2.35			2.29			.21
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.72			1.33			2.39			2.34			.25
Less: Dividends and Distributions
Dividends from net investment income		(.04	)		– 0	–		– 0	–		(.03	)		(.01	)
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Total dividends and distributions		(1.32	)		(1.66	)		(1.80	)		(.57	)		(1.12	)
Net asset value, end of period		$  15.99			$  16.59			$  16.92			$  16.33			$  14.56
Total Return
Total investment return based on net asset value(d)*		4.16	%		8.99	%		14.94	%		16.38	%		1.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,028			$875			$2,806			$2,636			$3,739
Ratio to average net assets of:
Expenses, net of waivers/ Reimbursements(e)†		1.55	%		1.55	%		1.54	%		1.55	%		1.55	%
Expenses, before waivers/ reimbursements(e)†		1.70	%		1.66	%		1.63	%		1.62	%		1.60	%
Net investment income(b)		.26	%		.18	%		.22	%		.32	%		.27	%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

42    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  16.60			$  16.97			$  16.38			$  14.61			$  15.48
Income From Investment Operations
Net investment income(a)(b)		.09			.09			.10			.11			.08
Net realized and unrealized gain on investment and foreign currency transactions		.68			1.30			2.36			2.29			.22
Contributions from Affiliates		.00	(c)		– 0	–		– 0	–		– 0	–		– 0	–
Net increase in net asset value from operations		.77			1.39			2.46			2.40			.30
Less: Dividends and Distributions
Dividends from net investment income		(.10	)		(.10	)		(.07	)		(.09	)		(.06	)
Distributions from net realized gain on investment and foreign currency transactions		(1.28	)		(1.66	)		(1.80	)		(.54	)		(1.11	)
Total dividends and distributions		(1.38	)		(1.76	)		(1.87	)		(.63	)		(1.17	)
Net asset value, end of period		$  15.99			$  16.60			$  16.97			$  16.38			$  14.61
Total Return
Total investment return based on net asset value(d)*		4.45	%		9.38	%		15.35	%		16.76	%		2.00	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$4,244			$5,401			$39,104			$15,121			$21,461
Ratio to average net assets of:
Expenses, net of waivers/ reimbursements(e)†		1.26	%		1.23	%		1.21	%		1.19	%		1.18	%
Expenses, before waivers/ Reimbursements(e)†		1.27	%		1.24	%		1.22	%		1.19	%		1.18	%
Net investment income(b)		.56	%		.55	%		.57	%		.72	%		.57	%
Portfolio turnover rate		183	%		209	%		236	%		292	%		269	%
†  Expense ratios exclude the estimated acquired fund fees of affiliated/unaffiliated underlying
portfolios		.00	%		.02	%		.02	%		.02	%		.00	%

See footnote summary on page 44.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    43

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $0.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charge or contingent deferred sales charge is not reflected in the calculation of total investment return. Total investment return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return for a period of less than one year is not annualized.

(e) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses but bears proportionate shares of the acquired fund fees and expenses (i.e. operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the year ended June 30, 2017, such waiver amounted to 0.01%.

* Includes the impact of proceeds received, and credited to the Fund resulting from class action settlements, which enhanced the performance of each share class, for the years ended June 30, 2020 and June 30, 2018 by 0.03% and 0.02%, respectively.

See notes to financial statements.

44    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Select US Equity Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Select US Equity Portfolio (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    45

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

46    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended June 30, 2020. For corporate shareholders, 77.13% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 75.15% of dividends paid as qualified dividend income.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

abfunds.com AB SELECT US EQUITY PORTFOLIO    ^|    47

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾, Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Kurt A. Feuerman⁽²⁾, Vice President Anthony Nappo⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent Brown Brothers Harriman & Co. 50 Post Office Square Boston, MA 02110 Principal Underwriter AllianceBernstein Investments, Inc. 1345 Avenue of the Americas New York, NY 10105 Legal Counsel Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Independent Registered Public Accounting Firm Ernst & Young LLP 5 Times Square New York, NY 10036 Transfer Agent AllianceBernstein Investor Services, Inc. P.O. Box 786003 San Antonio, TX 78278-6003 Toll-Free (800) 221-5672

1 Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Select Equity Portfolios Investment Team. Messrs. Feuerman and Nappo are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

48    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,+ 1345 Avenue of the Americas New York, NY 10105 60 (2011)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,# Chairman of the Board 78 (2011)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

50    ^|    AB SELECT US EQUITY PORTFOLIO abfunds.com

MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,# 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,# 76 (2011)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,# 72 (2011)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb,# 68 (2020)	Chief Executive Officer of PetCareRx (ecommerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a Director of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,# 65 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,# 68 (2011)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for the accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,# 81 (2011)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He is a former member of ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P. Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

+ Mr. Keith is an “interested person” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

# Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

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MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below:

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith 60	President and Chief Executive Officer	See biography above.
Kurt A. Feuerman 64	Vice President	Senior Vice President and Chief Investment Officer – Select US Equity Portfolios of the Adviser**, with which he has been associated since prior to 2015.
Anthony Nappo 48	Vice President	Senior Vice President, and Co-Chief Investment Officer – Select US Equity Portfolios of the Adviser**, since prior to 2015.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS**, with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Select US Equity Portfolio (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment

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research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to,

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benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended February 29, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual advisory fee rate with a peer group median and noted that it was above the median. The directors also took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees

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charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

In connection with their review of the Fund’s advisory fee, the directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year. The Adviser had agreed to cap the Fund’s expenses, but

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the directors noted that the Fund’s expense ratio was currently below the level of the Adviser’s cap. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund does not contain breakpoints, and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. The directors informed the Adviser that they would monitor the Fund’s asset level (which was well below the level at which they would anticipate adding an initial breakpoint) and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

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This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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AB SELECT US EQUITY PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

SUE-0151-0620                

JUN    ^06.30.20

ANNUAL REPORT

AB SELECT US LONG/SHORT PORTFOLIO

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.

Investment Products Offered •  Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein^® is a registered service mark used by permission of the owner, AllianceBernstein L.P.

FROM THE PRESIDENT

Dear Shareholder,

We are pleased to provide this report for AB Select US Long/Short Portfolio (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

As always, AB strives to keep clients ahead of what’s next by:

⁺  Transforming uncommon insights into uncommon knowledge with a global research scope

⁺  Navigating markets with seasoned investment experience and sophisticated solutions

⁺  Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

For additional information about AB’s range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in the AB Mutual Funds.

Sincerely,

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    1

ANNUAL REPORT

August 14, 2020

This report provides management’s discussion of fund performance for AB Select US Long/Short Portfolio for the annual reporting period ended June 30, 2020.

The Fund’s investment objective is long-term growth of capital.

NAV RETURNS AS OF JUNE 30, 2020 (unaudited)

	6 Months		12 Months
AB SELECT US LONG/SHORT PORTFOLIO1
Class A Shares		-2.88%		3.11%
Class C Shares		-3.31%		2.25%
Advisor Class Shares2		-2.82%		3.27%
Class R Shares2		-3.10%		2.75%
Class K Shares2		-2.88%		3.11%
Class I Shares2		-2.74%		3.37%
S&P 500 Index		-3.08%		7.51%

1 Includes the impact of proceeds received and credited to the Fund resulting from class-action settlements, which enhanced the performance of the Fund for the six- and 12-month periods ended June 30, 2020, by 0.02% and 0.03%, respectively.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Standard & Poor’s (“S&P”) 500 Index, for the six- and 12-month periods ended June 30, 2020.

During the 12-month period, all share classes underperformed the benchmark, before sales charges. The Fund’s net market exposure ranged from 52% to 65%, ending the period at 65%. The Fund’s below-market exposure led to underperformance, relative to the fully invested benchmark. Security selection within the Fund’s long holdings detracted from absolute returns, while selection within the Fund’s short holdings contributed. Within the Fund’s long holdings, security selection in financials, energy and industrials detracted from absolute returns, while selection in technology, consumer discretionary and communication services contributed. Within the Fund’s short holdings, security selection within real estate, industrials and the Fund’s market hedges contributed to absolute returns, while selection in consumer discretionary, technology and communication services detracted.

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During the six-month period, all share classes except Class C and R outperformed the benchmark, before sales charges. The Fund’s net market exposure ranged from 52% to 65%, ending the period at 65%. The Fund’s below-market exposure led to outperformance, relative to the fully invested benchmark. Security selection within the Fund’s long holdings detracted from absolute returns, while selection within the Fund’s short holdings contributed. Within the Fund’s long holdings, security selection in financials, energy and industrials detracted, while selection in technology, consumer discretionary and communication services contributed. Within the Fund’s short holdings, security selection within real estate and financials contributed to absolute returns, as did the Fund’s market hedges, while selection within communication services, technology and health care detracted.

The Fund utilized derivatives in the form of total return swaps for hedging and investment purposes, and futures for hedging purposes, which added to absolute returns for both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

In the first half of the 12-month period ended June 30, 2020, US markets advanced, as it looked increasingly likely that a phase-one trade deal between the US and China was on the horizon and as monetary policy remained supportive. While investors remained concerned about slow economic and corporate profit growth and elevated equity valuations, there were signs late in the year that growth might be stabilizing in the US and globally.

In the second half of the 12-month period, global equity markets came under extreme pressure as the COVID-19 pandemic spread throughout the world. Global economies all but shut down as countries looked to slow the spread of the virus. Global central banks and governments responded to the pandemic with unprecedented levels of fiscal and monetary stimulus. Equity markets recovered strongly off their lows, as lockdown measures eased, and investors grew optimistic about a recovery in global economic growth. The S&P 500 Index returned -3.08% for the six-month period and 7.51% for the 12-month period.

The Fund’s Senior Investment Management Team (the “Team”) continues to focus on absolute returns, using a flexible approach to participate in market upside while seeking to protect on the downside. The Team uses bottom-up analysis to find companies with growth potential, adjusting expectations based on the short-term market environment.

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INVESTMENT POLICIES

Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of US companies, short positions in such securities, and cash and US cash equivalents.

The Adviser selects investments for the Fund’s long positions through an intensive “bottom-up” approach that places an emphasis on companies that are engaged in business activities with solid long-term growth potential and high barriers to entry, that have strong cash flows and other financial metrics, and that have transparent financial statements and business models. The Adviser also evaluates the quality of company management based on a series of criteria, including: (1) management’s focus on shareholder returns, such as through a demonstrated commitment to dividends and dividend growth, share buybacks or other shareholder-friendly corporate actions; (2) management’s employment of conservative accounting methodologies; (3) management incentives, such as direct equity ownership; and (4) management accessibility. The Adviser seeks to identify companies where events or catalysts may drive the company’s share price higher, such as earnings and/or revenue growth above consensus forecasts, potential market recognition of undervaluation or overstated market-risk discount, or the institution of any of the shareholder-friendly practices discussed in the preceding sentence. In light of this catalyst-focused approach, the Adviser expects to engage in active and frequent trading for the Fund.

The Adviser may reduce or eliminate the Fund’s holdings in a company’s securities for a number of reasons, including if its evaluation of the above factors changes adversely, if the anticipated events or catalysts do not occur or do not affect the price of the securities as expected, or if the anticipated events or catalysts do occur and cause the securities to be, in the Adviser’s view, overvalued or fully valued. At any given time the Fund may emphasize growth stocks over value stocks, or vice versa.

In determining securities to be sold short, the Adviser looks for companies facing near-term difficulties such as high valuations, quality of earnings issues, or weakness in demand due to economic factors or long-term issues such as changing technology or competitive concerns in their industries. The Fund may also sell securities of exchange-traded funds (“ETFs”) short, including to hedge its exposure to specific market sectors or if it believes a specific sector or asset will decline in value. When the Fund sells securities short, it sells a stock that it does not own (but has borrowed) at its current market price in

(continued on next page)

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anticipation that the price of the stock will decline. To complete, or close out, the short sale transaction, the Fund buys the same stock in the market at a later date and returns it to the lender.

The Adviser derives the ratio between long and short positions for the Fund based on its bottom-up analysis supplemented with macro-economic and market analyses. Under normal market conditions, the net long exposure of the Fund (long exposure minus short exposure) will range between 30% and 70%. The Adviser seeks to minimize the variability of Fund returns through industry diversification as well as by managing long and short exposures and/or by holding a material level of cash and/or cash equivalents. For example, the Fund may hold long positions in equity securities with a value equal to 60% of its net assets and have short sale obligations equal to 15% of its net assets, resulting in 45% net long exposure. Assuming a 60% long exposure, 40% of Fund assets will be held in cash or cash equivalents, including cash and cash equivalents held to cover the Fund’s short sale obligations. During periods of excessive market risk, the Adviser may reduce the net long exposure of the Fund. The Fund may at times hold long and short positions that in the aggregate exceed the value of its net assets (i.e., so that the Fund is effectively leveraged).

The Fund’s investments will be focused on securities of companies with large- and medium-market capitalizations, but it may also take long and short positions in securities of small-capitalization companies. The Fund may invest in non-US companies, but currently intends to limit its investments in such companies to no more than 10% of its net assets. The Fund may purchase securities in initial public offerings (“IPOs”) and expects to do so on a regular basis.

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards and swaps, as part of its investment strategies or for hedging or other risk management purposes. These transactions may be used, for example, as a means to take a short position in a security or sector without actually selling securities short.

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DISCLOSURES AND RISKS

Benchmark Disclosure

The S&P 500^® Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The S&P 500 Index includes 500 US stocks and is a common representation of the performance of the overall US stock market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Short Sale Risk: Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security. The amount of such loss is theoretically unlimited, as it will be based on the increase in value of the security sold short. In contrast, the risk of loss from a long position is limited to the Fund’s investment in the security, because the price of the security cannot fall below zero. The Fund may not always be able to close out a short position on favorable terms.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk.

Leverage Risk: To the extent the Fund uses leveraging techniques, the value of its shares may be more volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments.

Capitalization Risk: Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in these companies may have additional risks because these companies may have limited product lines, markets or financial resources.

Active Trading Risk: The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate is expected to greatly exceed 100%. A higher rate of portfolio turnover increases transaction costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

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DISCLOSURES AND RISKS (continued)

IPO Risk: Securities purchased in an IPO may be subject to substantial price volatility due to one or more factors such as unseasoned trading in the securities, the lack of investor knowledge of the issuer, the lack of an operating history of the issuer, and the dependence of the issuer on key personnel, suppliers or a limited number of customers.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com.

All fees and expenses related to the operation of the Fund have been deducted. Net asset value (“NAV”) returns do not reflect sales charges; if sales charges were reflected, the Fund’s quoted performance would be lower. SEC returns reflect the applicable sales charges for each share class: a 4.25% maximum front-end sales charge for Class A shares and a 1% 1-year contingent deferred sales charge for Class C shares. Returns for the different share classes will vary due to different expenses associated with each class. Performance assumes reinvestment of distributions and does not account for taxes.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    7

HISTORICAL PERFORMANCE

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

12/12/2012¹ TO 6/30/2020

This chart illustrates the total value of an assumed $10,000 investment in AB Select US Long/Short Portfolio Class A shares (from 12/12/2012¹ to 6/30/2020) as compared to the performance of the Fund’s benchmark. The chart reflects the deduction of the maximum 4.25% sales charge from the initial $10,000 investment in the Fund and assumes the reinvestment of dividends and capital gains distributions.

1 Inception date: 12/12/2012.

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HISTORICAL PERFORMANCE (continued)

AVERAGE RETURNS AS OF JUNE 30, 2020 (unaudited)

	NAV Returns		SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		3.11%		-1.31%
5 Years		5.32%		4.41%
Since Inception1		6.54%		5.93%
CLASS C SHARES
1 Year		2.25%		1.27%
5 Years		4.51%		4.51%
Since Inception1		5.75%		5.75%
ADVISOR CLASS SHARES2
1 Year		3.27%		3.27%
5 Years		5.57%		5.57%
Since Inception1		6.80%		6.80%
CLASS R SHARES2
1 Year		2.75%		2.75%
5 Years		5.03%		5.03%
Since Inception1		6.27%		6.27%
CLASS K SHARES2
1 Year		3.11%		3.11%
5 Years		5.31%		5.31%
Since Inception1		6.54%		6.54%
CLASS I SHARES2
1 Year		3.37%		3.37%
5 Years		5.62%		5.62%
Since Inception1		6.85%		6.85%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.98%, 2.73%, 1.73%, 2.38%, 2.09% and 1.69% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively, gross of any fee waivers or expense reimbursements. Contractual fee waivers and/or expense reimbursements limit the Fund’s annual operating expense ratios to 1.95%, 2.70%, 1.70%, 2.20%, 1.96% and 1.65% for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. These waivers/reimbursements may not be terminated before October 31, 2020. Absent reimbursements or waivers, performance would have been lower. The Financial Highlights section of this report sets forth expense ratio data for the current reporting period; the expense ratios shown above may differ from the expense ratios in the Financial Highlights section since they are based on different time periods.

1 Inception date: 12/12/2012.

2 These share classes are offered at NAV to eligible investors and their SEC returns are the same as their NAV returns. Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2020 (unaudited)

	SEC Returns (reflects applicable sales charges)
CLASS A SHARES
1 Year		-1.31%
5 Years		4.41%
Since Inception1		5.93%
CLASS C SHARES
1 Year		1.27%
5 Years		4.51%
Since Inception1		5.75%
ADVISOR CLASS SHARES2
1 Year		3.27%
5 Years		5.57%
Since Inception1		6.80%
CLASS R SHARES2
1 Year		2.75%
5 Years		5.03%
Since Inception1		6.27%
CLASS K SHARES2
1 Year		3.11%
5 Years		5.31%
Since Inception1		6.54%
CLASS I SHARES2
1 Year		3.37%
5 Years		5.62%
Since Inception1		6.85%

1 Inception date: 12/12/2012.

2 Please note that these share classes are for investors purchasing shares through accounts established under certain fee-based programs sponsored and maintained by certain broker-dealers and financial intermediaries, institutional pension plans and/or investment advisory clients of, and certain other persons associated with, the Adviser and its affiliates or the Fund.

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EXPENSE EXAMPLE

(unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2020		Ending Account Value June 30, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class A
Actual	$	1,000	$	971.20	$	9.41		1.92	%	$	9.56		1.95	%
Hypothetical**	$	1,000	$	1,015.32	$	9.62		1.92	%	$	9.77		1.95	%

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EXPENSE EXAMPLE (continued)

	Beginning Account Value January 1, 2020		Ending Account Value June 30, 2020		Expenses Paid During Period*		Annualized Expense Ratio*			Total Expenses Paid During Period+		Total Annualized Expense Ratio+
Class C
Actual	$	1,000	$	966.90	$	13.01		2.66	%	$	13.20		2.70	%
Hypothetical**	$	1,000	$	1,011.64	$	13.30		2.66	%	$	13.50		2.70	%
Advisor Class
Actual	$	1,000	$	971.80	$	8.14		1.66	%	$	8.33		1.70	%
Hypothetical**	$	1,000	$	1,016.61	$	8.32		1.66	%	$	8.52		1.70	%
Class R
Actual	$	1,000	$	969.00	$	10.67		2.18	%	$	10.87		2.22	%
Hypothetical**	$	1,000	$	1,014.02	$	10.92		2.18	%	$	11.12		2.22	%
Class K
Actual	$	1,000	$	971.20	$	9.51		1.94	%	$	9.66		1.97	%
Hypothetical**	$	1,000	$	1,015.22	$	9.72		1.94	%	$	9.87		1.97	%
Class I
Actual	$	1,000	$	972.60	$	8.04		1.64	%	$	8.24		1.68	%
Hypothetical**	$	1,000	$	1,016.71	$	8.22		1.64	%	$	8.42		1.68	%

* Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

** Assumes 5% annual return before expenses.

+ In connection with the Fund’s investments in affiliated/unaffiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated/unaffiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses of the affiliated underlying portfolios. The Fund’s total expenses are equal to the classes’ annualized expense ratio plus the Fund’s pro rata share of the weighted average expense ratio of the affiliated/unaffiliated underlying portfolios in which it invests, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

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PORTFOLIO SUMMARY

June 30, 2020 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $1,041.9

SECTOR BREAKDOWN¹

	Long			Short
Communication Services		8.8	%		—	%
Consumer Discretionary		6.2			-0.1
Consumer Staples		5.9			—
Energy		1.7			—
Financials		7.2			-0.1
Health Care		10.6			—
Index		—			-0.1
Industrials		6.9			—
Information Technology		17.1			-0.1
Materials		0.7			—
Real Estate		0.3			-0.1
Utilities		2.7			—

TEN LARGEST HOLDINGS¹

Long			Short
Company			Company
Microsoft Corp.	4.8	%	Zoom Video Communications, Inc. – Class A	-0.1	%
Apple, Inc.	3.9		Canada Goose Holdings, Inc.	-0.1
Procter & Gamble Co. (The)	3.5		Brixmor Property Group, Inc.	0.0
Amazon.com, Inc.	3.0		Kimco Realty Corp.	0.0
Honeywell International, Inc.	2.8		Tanger Factory Outlet Centers, Inc.	0.0
Alphabet, Inc. – Class C	2.5		Regency Centers Corp.	0.0
Merck & Co., Inc.	2.0		SL Green Realty Corp.	0.0
Activision Blizzard, Inc.	1.9		Credit Acceptance Corp.	0.0
NextEra Energy, Inc.	1.8		Avis Budget Group, Inc.	0.0
Goldman Sachs Group, Inc. (The)	1.6		Acadia Realty Trust	0.0

1 Holdings are expressed as a percentage of total net assets and may vary over time.

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. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

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PORTFOLIO OF INVESTMENTS

June 30, 2020

Company	Shares		U.S. $ Value
COMMON STOCKS – 68.0%
Information Technology – 17.1%
Communications Equipment – 1.0%
Cisco Systems, Inc.		218,559	$	10,193,592
IT Services – 2.1%
PayPal Holdings, Inc.(a)		35,935		6,260,955
Visa, Inc.– Class A		82,416		15,920,299
				22,181,254
Semiconductors & Semiconductor Equipment – 3.8%
Intel Corp.		248,579		14,872,481
NVIDIA Corp.		21,501		8,168,445
QUALCOMM, Inc.		67,329		6,141,078
Texas Instruments, Inc.		79,731		10,123,445
				39,305,449
Software – 6.3%
Adobe, Inc.(a)		15,680		6,825,661
Microsoft Corp.		245,194		49,899,431
salesforce.com, Inc.(a)		47,498		8,897,800
				65,622,892
Technology Hardware, Storage & Peripherals – 3.9%
Apple, Inc.†		112,251		40,949,165
				178,252,352
Health Care – 10.6%
Biotechnology – 1.0%
Vertex Pharmaceuticals, Inc.(a)		36,300		10,538,253
Health Care Equipment & Supplies – 2.6%
Abbott Laboratories		89,504		8,183,351
Baxter International, Inc.		78,056		6,720,621
Boston Scientific Corp.(a)		178,989		6,284,304
Zimmer Biomet Holdings, Inc.		45,794		5,465,972
				26,654,248
Health Care Providers & Services – 2.4%
Cigna Corp.(a)		38,748		7,271,062
Humana, Inc.		11,191		4,339,310
UnitedHealth Group, Inc.		45,364		13,380,112
				24,990,484
Pharmaceuticals – 4.6%
Eli Lilly & Co.		64,051		10,515,893
Johnson & Johnson		116,590		16,396,052
Merck & Co., Inc.		270,703		20,933,463
				47,845,408
				110,028,393

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Communication Services – 8.8%
Diversified Telecommunication Services – 0.9%
Anterix, Inc.(a)		72,753	$	3,298,621
Comcast Corp. – Class A		146,661		5,716,846
				9,015,467
Entertainment – 3.5%
Activision Blizzard, Inc.†		260,501		19,772,026
Netflix, Inc.(a)		10,890		4,955,385
Take-Two Interactive Software, Inc.(a)		4,124		575,587
Vivendi SA		289,531		7,481,391
Walt Disney Co. (The)		28,396		3,166,438
				35,950,827
Interactive Media & Services – 3.9%
Alphabet, Inc. – Class C(a)†		18,042		25,504,351
Facebook, Inc. – Class A(a)		68,025		15,446,437
				40,950,788
Wireless Telecommunication Services – 0.5%
T-Mobile US, Inc.(a)		53,601		5,582,544
				91,499,626
Financials – 7.2%
Banks – 3.7%
Bank of America Corp.		325,090		7,720,887
Citigroup, Inc.		107,492		5,492,841
JPMorgan Chase & Co.		150,662		14,171,268
PNC Financial Services Group, Inc. (The)		107,646		11,325,436
				38,710,432
Capital Markets – 2.2%
BlackRock, Inc. – Class A		3,137		1,706,810
Charles Schwab Corp. (The)		128,833		4,346,825
Goldman Sachs Group, Inc. (The)		84,406		16,680,314
				22,733,949
Diversified Financial Services – 1.3%
Berkshire Hathaway, Inc. – Class B(a)		76,882		13,724,206
				75,168,587
Industrials – 6.9%
Aerospace & Defense – 0.9%
Northrop Grumman Corp.		29,684		9,126,049
Construction & Engineering – 1.5%
Jacobs Engineering Group, Inc.		178,373		15,126,030
Industrial Conglomerates – 2.8%
Honeywell International, Inc.		204,419		29,556,943
Road & Rail – 1.7%
Norfolk Southern Corp.		60,164		10,562,994

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Union Pacific Corp.		41,649	$	7,041,596
				17,604,590
				71,413,612
Consumer Discretionary – 6.1%
Hotels, Restaurants & Leisure – 0.2%
Starbucks Corp.		23,971		1,764,026
Internet & Direct Marketing Retail – 3.7%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		13,940		3,006,858
Amazon.com, Inc.(a)		11,387		31,414,683
Booking Holdings, Inc.(a)		2,406		3,831,170
				38,252,711
Multiline Retail – 0.2%
Target Corp.		18,708		2,243,651
Specialty Retail – 2.0%
Home Depot, Inc. (The)		31,166		7,807,395
Lowe’s Cos., Inc.		85,611		11,567,758
Ulta Beauty, Inc.(a)		9,648		1,962,596
				21,337,749
				63,598,137
Consumer Staples – 5.9%
Beverages – 0.5%
Coca-Cola Co. (The)		103,852		4,640,107
Food & Staples Retailing – 1.5%
Albertsons Cos., Inc.(a)		141,103		2,225,194
Costco Wholesale Corp.		13,360		4,050,886
Kroger Co. (The)		96,911		3,280,437
Walmart, Inc.		51,722		6,195,261
				15,751,778
Food Products – 0.1%
Kraft Heinz Co. (The)		43,732		1,394,614
Household Products – 3.5%
Procter & Gamble Co. (The)		307,874		36,812,494
Personal Products – 0.3%
Estee Lauder Cos., Inc. (The) – Class A		14,885		2,808,502
				61,407,495
Utilities – 2.7%
Electric Utilities – 2.7%
NextEra Energy, Inc.		77,267		18,557,216
NRG Energy, Inc.		301,195		9,806,909
				28,364,125

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares		U.S. $ Value
Energy – 1.7%
Oil, Gas & Consumable Fuels – 1.7%
Chevron Corp.		129,370	$	11,543,685
EOG Resources, Inc.		128,747		6,522,323
				18,066,008
Materials – 0.7%
Containers & Packaging – 0.7%
Berry Global Group, Inc.(a)		165,541		7,336,777
Real Estate – 0.3%
Equity Real Estate Investment Trusts (REITs) – 0.3%
Equinix, Inc.		2,599		1,825,278
QTS Realty Trust, Inc. – Class A		23,520		1,507,397
				3,332,675
Total Common Stocks (cost $657,601,779)				708,467,787
PREFERRED STOCKS – 0.1%
Consumer Discretionary – 0.1%
Household Durables – 0.1%
Honest Co., Inc. (The) – Series D 0.00%(a)(b)(c) (cost $950,194)		20,767		596,093
SHORT-TERM INVESTMENTS – 30.9%
Investment Companies – 30.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 0.13%(d)(e)(f) (cost $315,670,529)		315,670,529		315,670,529
	Principal Amount (000)
Short-Term Investments – 0.6%
U.S. Treasury Bill Zero Coupon, 08/13/2020 (cost $6,998,955)	$	7,000		6,998,913
Total Short-Term Investments (cost $322,669,484)				322,669,442
Total Investments Before Securities Sold Short – 99.0% (cost $981,221,457)				1,031,733,322

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares			U.S. $ Value
SECURITIES SOLD SHORT – (0.4)%
COMMON STOCKS – (0.4)%
Real Estate – (0.1)%
Equity Real Estate Investment Trusts (REITs) – (0.1)%
Acadia Realty Trust		(9,043	)	$	(117,378	)
Agree Realty Corp.		(1,675	)		(110,064	)
Brixmor Property Group, Inc.		(12,179	)		(156,135	)
Chatham Lodging Trust		(13,983	)		(85,576	)
Empire State Realty Trust, Inc. – Class A		(14,950	)		(104,650	)
Kimco Realty Corp.		(11,900	)		(152,796	)
Regency Centers Corp.		(3,007	)		(137,991	)
SL Green Realty Corp.		(2,685	)		(132,344	)
Tanger Factory Outlet Centers, Inc.		(19,689	)		(140,383	)
Washington Prime Group, Inc.		(68,266	)		(57,398	)
					(1,194,715	)
Information Technology – (0.1)%
IT Services – 0.0%
Alliance Data Systems Corp.		(2,212	)		(99,806	)
BB&T Corp.		(516	)		(87,524	)
					(187,330	)
Software – (0.1)%
Zoom Video Communications, Inc. – Class A(a)		(3,308	)		(838,710	)
Technology Hardware, Storage & Peripherals – 0.0%
HP, Inc.		(4,296	)		(74,879	)
					(1,100,919	)
Consumer Discretionary – (0.1)%
Automobiles – 0.0%
Ford Motor Co.		(11,191	)		(68,041	)
Hotels, Restaurants & Leisure – 0.0%
Marriott International, Inc./MD – Class A		(451	)		(38,664	)
Six Flags Entertainment Corp.		(4,146	)		(79,645	)
					(118,309	)
Textiles, Apparel & Luxury Goods – (0.1)%
Canada Goose Holdings, Inc.(a)		(15,444	)		(357,838	)
Oxford Industries, Inc.		(1,031	)		(45,374	)
					(403,212	)
					(589,562	)
Financials – (0.1)%
Banks – 0.0%
HSBC Holdings PLC		(13,163	)		(61,355	)
Capital Markets – 0.0%
Invesco Ltd.		(8,312	)		(89,437	)

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PORTFOLIO OF INVESTMENTS (continued)

Company	Shares			U.S. $ Value
Consumer Finance – (0.1)%
American Express Co.		(838	)	$	(79,778	)
Capital One Financial Corp.		(1,504	)		(94,135	)
Credit Acceptance Corp.(a)		(301	)		(126,122	)
Synchrony Financial		(4,640	)		(102,822	)
					(402,857	)
					(553,649	)
Industrials – 0.0%
Aerospace & Defense – 0.0%
TransDigm Group, Inc.		(236	)		(104,324	)
Machinery – 0.0%
Colfax Corp.(a)		(3,694	)		(103,063	)
Snap-on, Inc.		(473	)		(65,515	)
					(168,578	)
Road & Rail – 0.0%
Avis Budget Group, Inc.(a)		(5,241	)		(119,966	)
					(392,868	)
Health Care – 0.0%
Health Care Equipment & Supplies – 0.0%
Intuitive Surgical, Inc.(a)		(150	)		(85,474	)
Stryker Corp.		(451	)		(81,266	)
					(166,740	)
Health Care Providers & Services – 0.0%
Laboratory Corp. of America Holdings(a)		(580	)		(96,344	)
Pharmaceuticals – 0.0%
Canopy Growth Corp.(a)		(5,139	)		(83,046	)
					(346,130	)
Total Common Stocks (proceeds $3,739,934)					(4,177,843	)
INVESTMENT COMPANIES – 0.0%
Funds and Investment Trusts – 0.0%
iShares MSCI Emerging Markets ETF(d) (proceeds $(74,573))		(2,105	)		(84,179	)
Total Securities Sold Short (proceeds $3,814,507)					(4,262,022	)
Total Investments, Net of Securities Sold Short – 98.6% (cost $977,406,950)					1,027,471,300
Other assets less liabilities – 1.4%					14,471,047
Net Assets – 100.0%				$	1,041,942,347

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    19

PORTFOLIO OF INVESTMENTS (continued)

FUTURES (see Note D)

Description	Number of Contracts		Expiration Month		Current Notional	Value and Unrealized Appreciation/ (Depreciation)
Sold Contracts
S&P 500 E-Mini Futures		150		September 2020	$    23,176,500	$	(300,696	)

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation

Rate Paid/ Received

Payment Frequency

Current Notional (000)

Maturity Date

Unrealized Appreciation/ (Depreciation)

Pay Total Return on Reference Obligation

Morgan Stanley Capital Services LLC

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

1,265

03/05/2021

$

230,450

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

310

03/05/2021

40,656

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

25

03/05/2021

3,369

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

24

03/05/2021

1,997

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

45

03/05/2021

1,091

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

1

03/05/2021

(64

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

23

03/05/2021

(533

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

49

03/05/2021

(1,437

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

24

03/05/2021

(1,524

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

24

03/05/2021

(2,361

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

22

03/05/2021

(3,595

)

MSABWARR

FedFundEffective Minus 0.50%

Monthly

USD

2,767

03/05/2021

(48,481

)

$

219,568

† Position, or a portion thereof, has been segregated to collateralize short sales.

(a) Non-income producing security.

(b) Security in which significant unobservable inputs (Level 3) were used in determining fair value.

(c) Fair valued by the Adviser.

(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) Affiliated investments.

(f) The rate shown represents the 7-day yield as of period end.

Glossary:

ADR – American Depositary Receipt

ETF – Exchange Traded Fund

FedFundEffective – Federal Funds Effective Rate

MSCI – Morgan Stanley Capital International

See notes to financial statements.

20    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

STATEMENT OF ASSETS & LIABILITIES

June 30, 2020

Assets
Investments in securities, at value
Unaffiliated issuers (cost $665,550,928)	$	716,062,793
Affiliated issuers (cost $315,670,529)		315,670,529
Cash collateral due from broker		5,700,000
Foreign currencies, at value (cost $347,292)		348,977
Deposit at broker for securities sold short		7,962,012
Receivable for investment securities sold		4,112,750
Receivable for capital stock sold		2,122,132
Unaffiliated dividends receivable		281,134
Unrealized appreciation on total return swaps		277,563
Affiliated dividends receivable		37,271
Total assets		1,052,575,161
Liabilities
Due to custodian		300,000
Payable for securities sold short, at value (proceeds received $3,814,507)		4,262,022
Payable for investment securities purchased		2,471,840
Payable for capital stock redeemed		1,307,630
Advisory fee payable		1,243,430
Cash collateral due to broker		350,000
Payable for variation margin on futures		318,724
Distribution fee payable		70,865
Unrealized depreciation on total return swaps		57,995
Payable for terminated total return swaps		22,091
Administrative fee payable		19,636
Transfer Agent fee payable		9,651
Dividend expense payable		2,802
Accrued expenses and other liabilities		196,128
Total liabilities		10,632,814
Net Assets	$	1,041,942,347
Composition of Net Assets
Capital stock, at par	$	8,236
Additional paid-in capital		1,023,510,296
Distributable earnings		18,423,815
	$	1,041,942,347

Net Asset Value Per Share—30 billion shares of capital stock authorized, $.0001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	83,866,414		6,722,438	$	12.48	*
C	$	64,204,035		5,495,550	$	11.68
Advisor	$	876,971,641		68,818,075	$	12.74
R	$	213,425		17,491	$	12.20
K	$	12,484		1,000.60	$	12.48
I	$	16,674,348		1,305,024	$	12.78

* The maximum offering price per share for Class A shares was $13.03 which reflects a sales charge of 4.25%.

See notes to financial statements.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    21

STATEMENT OF OPERATIONS

Year Ended June 30, 2020

Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $26,735)	$	12,090,719
Affiliated issuers		5,579,009
Interest		84,402
Securities lending income		2,215		$	17,756,345
Expenses
Advisory fee (see Note B)		16,356,247
Distribution fee—Class A		216,715
Distribution fee—Class C		766,288
Distribution fee—Class R		1,325
Distribution fee—Class K		31
Transfer agency—Class A		67,601
Transfer agency—Class C		59,626
Transfer agency—Advisor Class		708,679
Transfer agency—Class R		225
Transfer agency—Class K		14
Transfer agency—Class I		7,837
Custody and accounting		270,986
Registration fees		130,171
Administrative		76,946
Printing		76,217
Audit and tax		61,516
Legal		39,500
Directors’ fees		27,004
Miscellaneous		19,180
Total operating expenses (see Note B)		18,886,108
Dividend expense on securities sold short and interest expense		549,171
Broker fee on securities sold short		16,938
Total expenses		19,452,217
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(400,057	)
Net expenses					19,052,160
Net investment loss					(1,295,815	)

See notes to financial statements.

22    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

STATEMENT OF OPERATIONS (continued)

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized gain (loss) on:
Investment transactions	$	27,638,735
Securities sold short		(4,342,318	)
Futures		893,512
Swaps		2,181,330
Foreign currency transactions		(27,021	)
Net change in unrealized appreciation/depreciation of:
Investments		1,794,728
Securities sold short		(1,245,486	)
Futures		(283,845	)
Swaps		977,406
Foreign currency denominated assets and liabilities		97
Net gain on investment and foreign currency transactions		27,587,138
Contributions from Affiliates (see Note B)		10,536
Net Increase in Net Assets from Operations	$	26,301,859

See notes to financial statements.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    23

STATEMENT OF CHANGES IN NET ASSETS

	Year Ended June 30, 2020			Year Ended June 30, 2019
Increase (Decrease) in Net Assets from Operations
Net investment income (loss)	$	(1,295,815	)	$	1,323,019
Net realized gain on investment and foreign currency transactions		26,344,238			23,292,815
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,242,900			34,062,814
Contributions from Affiliates (see Note B)		10,536			– 0	–
Net increase in net assets from operations		26,301,859			58,678,648
Distributions to Shareholders
Class A		(3,066,569	)		(7,299,089	)
Class C		(2,903,563	)		(7,593,841	)
Advisor Class		(33,122,534	)		(62,850,348	)
Class R		(10,414	)		(28,749	)
Class K		(443	)		(1,013	)
Class I		(701,589	)		(1,330,300	)
Capital Stock Transactions
Net increase (decrease)		(41,086,915	)		150,179,941
Total increase (decrease)		(54,590,168	)		129,755,249
Net Assets
Beginning of period		1,096,532,515			966,777,266
End of period	$	1,041,942,347		$	1,096,532,515

See notes to financial statements.

24    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS

June 30, 2020

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”), which is a Maryland corporation, is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company operates as a series company currently comprised of 15 portfolios. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to the AB Select US Long/Short Portfolio (the “Fund”), a diversified portfolio. The Fund has authorized the issuance of Class A, Class B, Class C, Advisor Class, Class R, Class K, Class I, Class T, Class 1 and Class 2 shares. Class B, Class T, Class 1 and Class 2 shares have not been issued. Class A shares are sold with a front-end sales charge of up to 4.25% for purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or more, Class A shares redeemed within one year of purchase may be subject to a contingent deferred sales charge of 1%. Class C shares are subject to a contingent deferred sales charge of 1% on redemptions made within the first year after purchase, and 0% after the first year of purchase. Class C shares will automatically convert to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class and Class I shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All ten classes of shares have identical voting, dividend, liquidation and other rights, except that the classes bear different distribution and transfer agency expenses. Each class has exclusive voting rights with respect to its distribution plan. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    25

NOTES TO FINANCIAL STATEMENTS (continued)

securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pric

26    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

ing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

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 as described in Note A.1 above). 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

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    27

NOTES TO FINANCIAL STATEMENTS (continued)

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 June 30, 2020:

Investments in Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Information Technology

$

178,252,352

$

– 0

–

$

– 0

–

$

178,252,352

Health Care

110,028,393

– 0

–

– 0

–

110,028,393

Communication Services

84,018,235

7,481,391

– 0

–

91,499,626

Financials

75,168,587

– 0

–

– 0

–

75,168,587

Industrials

71,413,612

– 0

–

– 0

–

71,413,612

Consumer Discretionary

63,598,137

– 0

–

– 0

–

63,598,137

Consumer Staples

61,407,495

– 0

–

– 0

–

61,407,495

Utilities

28,364,125

– 0

–

– 0

–

28,364,125

Energy

18,066,008

– 0

–

– 0

–

18,066,008

Materials

7,336,777

– 0

–

– 0

–

7,336,777

Real Estate

3,332,675

– 0

–

– 0

–

3,332,675

Preferred Stocks

– 0

–

– 0

–

596,093

596,093

Short-Term Investments:

Investment Companies

315,670,529

– 0

–

– 0

–

315,670,529

U.S. Treasury Bills

– 0

–

6,998,913

– 0

–

6,998,913

Liabilities:

Common Stocks:

Real Estate

(1,194,715

)

– 0

–

– 0

–

(1,194,715

)

Information Technology

(1,100,919

)

– 0

–

– 0

–

(1,100,919

)

Consumer Discretionary

(589,562

)

– 0

–

– 0

–

(589,562

)

Financials

(492,294

)

(61,355

)

– 0

–

(553,649

)

28    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

Investments in Securities:	Level 1			Level 2			Level 3			Total
Industrials	$	(392,868	)	$	– 0	–	$	– 0	–	$	(392,868	)
Health Care		(346,130	)		– 0	–		– 0	–		(346,130	)
Investment Companies		(84,179	)		– 0	–		– 0	–		(84,179	)
Total Investments in Securities		1,012,456,258			14,418,949			596,093			1,027,471,300
Other Financial Instruments(a):
Assets:
Total Return Swaps		– 0	–		277,563			– 0	–		277,563
Liabilities:
Futures		(300,696	)		– 0	–		– 0	–		(300,696	)(b)
Total Return Swaps		– 0	–		(57,995	)		– 0	–		(57,995	)
Total	$	1,012,155,562		$	14,638,517		$	596,093		$	1,027,390,172

(a) 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 swaps with upfront premiums, options written and swaptions written which are valued at market value.

(b) Only variation margin receivable/(payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    29

NOTES TO FINANCIAL STATEMENTS (continued)

shareholders. Therefore, no provisions for federal income or excise taxes are required. The Fund may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments as dividend income, realized gain, or return of capital based on information provided by the REIT.

6. Class Allocations

All income earned and expenses incurred by the Fund are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Fund represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Company are charged proportionately to each portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

30    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of 1.50% of the first $2.5 billion and 1.475% thereafter of the Fund’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses (excluding dividend expense, borrowing costs and brokerage expense on securities sold short) on an annual basis (the “Expense Caps”) to 1.90%, 2.65%, 1.65%, 2.15%, 1.90% and 1.65%, of average daily net assets for Class A, Class C, Advisor Class, Class R, Class K and Class I shares, respectively. For the year ended June 30, 2020, such reimbursements/waivers amounted to $1. The Expense Caps may not be terminated by the Adviser before October 31, 2020.

Pursuant to the investment advisory agreement, the Fund may reimburse the Adviser for certain legal and accounting services provided to the Fund by the Adviser. For the year ended June 30, 2020, the reimbursement for such services amounted to $76,946.

The Fund compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Fund. ABIS may make payments to intermediaries that provide omnibus account services, sub-accounting services and/or networking services. Such compensation retained by ABIS amounted to $191,793 for the year ended June 30, 2020.

AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, serves as the distributor of the Fund’s shares. The Distributor has advised the Fund that it has retained front-end sales charges of $5,144 from the sale of Class A shares and received $0 and $3,542 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended June 30, 2020.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2021. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee

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of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended June 30, 2020, such waiver amounted to $400,054.

A summary of the Fund’s transactions in AB mutual funds for the year ended June 30, 2020 is as follows:

Fund	Market Value 6/30/19 (000)			Purchases at Cost (000)		Sales Proceeds (000)		Market Value 6/30/20 (000)			Dividend Income (000)
Government Money Market Portfolio	$	374,268		$	435,835	$	494,432	$	315,671		$	5,579
Government Money Market Portfolio*		– 0	–		1,443		1,443		– 0	–		– 0	– **
Total								$	315,671		$	5,579

* Investments of cash collateral for securities lending transactions (see Note E).

** Less than $500.

During the year ended June 30, 2020, the Adviser reimbursed the Fund $10,536 for trading losses incurred due to a trade entry error.

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings, most recently during the fourth quarter of 2019. As a result, AXA currently owns less than 10% of the outstanding shares of common stock of Equitable, and no longer owns a controlling interest in Equitable. AXA previously announced its intention to sell its entire interest in Equitable over time, subject to market conditions and other factors (the “Plan”). Most of AXA’s remaining Equitable shares are to be delivered on redemption of AXA bonds mandatorily exchangeable into Equitable shares and maturing in May 2021. AXA retains sole discretion to determine the timing of any future sales of its remaining shares of Equitable common stock.

Sales under the Plan that were completed on November 13, 2019 resulted in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and may have been deemed to have been an “assignment” causing a termination of the Fund’s investment advisory and administration agreements. In order to ensure that investment advisory and administration services could continue uninterrupted in the

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event of a Change of Control Event, the Board previously approved new investment advisory and administration agreements with the Adviser, and shareholders of the Fund subsequently approved the new investment advisory agreement. These agreements became effective on November 13, 2019.

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares, and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class and Class I shares. The fees are accrued daily and paid monthly. Payments under the Agreement in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $1,548,800, $7,385 and $0 for Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended June 30, 2020, were as follows:

Purchases		Sales		Securities Sold Short		Covers on Securities Sold Short
$	1,287,407,681	$	1,313,411,341	$	115,074,823	$	149,960,453

There were no purchases or sales of U.S. government and government agency obligations for the year ended June 30, 2020.

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The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

	Gross Unrealized				Net Unrealized Appreciation on Investments		Net Unrealized Depreciation on Securities Sold Short			Net Unrealized Appreciation
Cost of Investments	Appreciation on Investments		Depreciation on Investments
$    1,027,391,937	$	63,413,839	$	(58,852,886)	$	4,560,953	$	(1,371,280	)(a)	$	3,189,673

(a) Gross unrealized appreciation was $46,720 and gross unrealized depreciation was $(1,418,000), resulting in net unrealized depreciation of $(1,371,280).

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

• Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Fund bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Fund may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk

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mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

During the year ended June 30, 2020, the Fund held futures for hedging purposes.

• Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions” or in order to take a “long” or “short” position with respect to an underlying referenced asset described below under “Total Return Swaps”. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for OTC swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of

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the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the year ended June 30, 2020, the Fund held total return swaps for hedging and non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

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During the year ended June 30, 2020, the Fund had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Equity contracts				Receivable/Payable for variation margin on futures	$	300,696	*
Equity contracts	Unrealized appreciation on total return swaps	$	277,563	Unrealized depreciation on total return swaps		57,995
Total		$	277,563		$	358,691

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation/(depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

Derivative Type	Location of Gain or (Loss) on Derivatives Within Statement of Operations	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	893,512	$	(283,845	)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,181,330		977,406
Total		$	3,074,842	$	693,561

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended June 30, 2020:

Futures:
Average notional amount of sale contracts	$	14,941,924	(a)
Total Return Swaps:
Average notional amount	$	12,208,586

(a) Positions were open for eleven months during the year.

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

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All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of June 30, 2020. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

Counterparty	Derivative Assets Subject to a MA	Derivatives Available for Offset			Cash Collateral Received*			Security Collateral Received*			Net Amount of Derivative Assets
Morgan Stanley Capital Services LLC	$    277,563	$	(57,995	)	$	(219,568	)	$	– 0	–	$	– 0	–
Total	$    277,563	$	(57,995	)	$	(219,568	)	$	– 0	–	$	– 0	–^
Counterparty	Derivative Liabilities Subject to a MA	Derivatives Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged*			Net Amount of Derivative Liabilities
Morgan Stanley Capital Services LLC	$    57,995	$	(57,995	)	$	– 0	–	$	– 0	–	$	– 0	–
Total	$    57,995	$	(57,995	)	$	– 0	–	$	– 0	–	$	– 0	–

* The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

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3. Short Sales

The Fund may sell securities short. A short sale is a transaction in which the Fund sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Fund is obligated to replace the borrowed securities at their market price at the time of settlement. The Fund’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. The Fund is liable to the buyer for any dividends/interest payable on securities while those securities are in a short position. These dividends/interest are recorded as an expense of the Fund. Short sales by the Fund involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

NOTE E

Securities Lending

The Fund may enter into securities lending transactions. Under the Fund’s securities lending program, all loans of securities will be collateralized continually by cash collateral and/or non-cash collateral. Non-cash collateral will include only securities issued or guaranteed by the U.S. government or its agencies or instrumentalities. The Fund cannot sell or repledge any non-cash collateral, such collateral will not be reflected in the portfolio of investments. If a loan is collateralized by cash, the Fund will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Fund in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. If the Fund receives non-cash collateral, the Fund will receive a fee from the borrower generally equal to a negotiated percentage of the market value of the loaned securities. The Fund will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Fund amounts equal to any income or other distributions from the securities. The Fund will not be able to exercise voting rights with respect to any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a

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corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended June 30, 2020 is as follows:

Market Value of Securities on Loan*		Cash Collateral*		Market Value of Non-Cash Collateral*		Income from Borrowers		Government Money Market   Portfolio
								Income Earned		Advisory Fee Waived
$	– 0 –	$	– 0 –	$	– 0 –	$	2,215	$	40	$	2

* As of June 30, 2020.

NOTE F

Capital Stock

Each class consists of 3,000,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class A
Shares sold		1,644,210			2,485,255		$	20,728,257		$	30,322,562
Shares issued in reinvestment of distributions		219,672			554,404			2,763,475			6,436,624
Shares converted from Class C		802,014			8,304			9,982,537			105,074
Shares redeemed		(3,070,446	)		(3,082,575	)		(38,441,640	)		(38,171,664	)
Net decrease		(404,550	)		(34,612	)	$	(4,967,371	)	$	(1,307,404	)

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	Shares						Amount
	Year Ended June 30, 2020			Year Ended June 30, 2019			Year Ended June 30, 2020			Year Ended June 30, 2019
Class C
Shares sold		547,669			609,353		$	6,458,138		$	7,236,895
Shares issued in reinvestment of distributions		223,160			618,550			2,639,988			6,816,420
Shares converted to Class A		(853,156	)		(8,745	)		(9,982,537	)		(105,074	)
Shares redeemed		(1,685,921	)		(1,946,852	)		(19,686,329	)		(22,937,587	)
Net decrease		(1,768,248	)		(727,694	)	$	(20,570,740	)	$	(8,989,346	)
Advisor Class
Shares sold		25,738,297			30,687,796		$	325,912,491		$	387,902,196
Shares issued in reinvestment of distributions		1,988,604			4,061,044			25,533,677			48,001,540
Shares redeemed		(29,511,327	)		(22,529,783	)		(365,040,167	)		(280,618,003	)
Net increase (decrease)		(1,784,426	)		12,219,057		$	(13,593,999	)	$	155,285,733
Class R
Shares sold		4,179			2,326		$	52,330		$	28,754
Shares issued in reinvestment of distributions		845			2,519			10,413			28,747
Shares redeemed		(10,506	)		(17,748	)		(128,342	)		(219,387	)
Net decrease		(5,482	)		(12,903	)	$	(65,599	)	$	(161,886	)
Class K
Shares sold		– 0	–		– 0	–(a)	$	– 0	–	$	5
Shares issued in reinvestment of distributions		1			– 0	–(a)		– 0	–(b)		– 0	–(b)
Net increase		1			– 0	–	$	– 0	–	$	5
Class I
Shares sold		167,876			341,346		$	2,134,053		$	4,428,005
Shares issued in reinvestment of distributions		54,303			111,670			698,880			1,323,290
Shares redeemed		(354,772	)		(31,593	)		(4,722,139	)		(398,456	)
Net increase (decrease)		(132,593	)		421,423		$	(1,889,206	)	$	5,352,839

(a) Amount is less than one share.

(b) Amount is less than $.50.

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NOTE G

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the bond or stock market fluctuates. The value of its investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness), that affect large portions of the market.

Short Sale Risk—Short sales involve the risk that the Fund will incur a loss by subsequently buying a security at a higher price than the price at which it sold the security. The amount of such loss is theoretically unlimited, as it will be based on the increase in value of the security sold short. In contrast, the risk of loss from a long position is limited to the Fund’s investment in the security, because the price of the security cannot fall below zero. The Fund may not always be able to close out a short position on favorable terms.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in these companies may have additional risks because these companies may have limited product lines, markets or financial resources.

Active Trading Risk—The Fund expects to engage in active and frequent trading of its portfolio securities and its portfolio turnover rate is expected to greatly exceed 100%. A higher rate of portfolio turnover increases

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transaction costs, which may negatively affect the Fund’s return. In addition, a high rate of portfolio turnover may result in substantial short-term gains, which may have adverse tax consequences for Fund shareholders.

IPO Risk—Securities purchased in an IPO may be subject to substantial price volatility due to one or more factors such as unseasoned trading in the securities, the lack of investor knowledge of the issuer, the lack of an operating history of the issuer, and the dependence of the issuer on key personnel, suppliers or a limited number of customers.

LIBOR Risk—The Fund may invest in certain debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In July 2017, the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as European Interbank Offer Rate (“EURIBOR”), Sterling Overnight Interbank Average Rate (“SONIA”) and Secured Overnight Financing Rate (“SOFR”), global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains unclear. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification

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NOTES TO FINANCIAL STATEMENTS (continued)

provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

NOTE H

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended June 30, 2020.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended June 30, 2020 and June 30, 2019 were as follows:

	2020		2019
Distributions paid from:
Ordinary income	$	24,331,203	$	79,103,340
Net long-term capital gains		15,473,909		– 0	–
Total taxable distributions paid	$	39,805,112	$	79,103,340

As of June 30, 2020, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,518,266
Undistributed capital gains		5,714,645
Unrealized appreciation/(depreciation)		3,190,905	(a)
Total accumulated earnings/(deficit)	$	18,423,816

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of swaps, and the tax deferral of losses on wash sales.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of June 30, 2020, the Fund did not have any capital loss carryforwards.

44    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

During the current fiscal year, permanent differences primarily due to the utilization of earnings and profits distributed to shareholders on redemption of shares and contributions from the Adviser resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    45

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.54			$  12.86			$  12.28			$  11.40			$  11.77
Income From Investment Operations
Net investment loss(a)(b)		(.04	)		(.00	)(c)		(.04	)		(.09	)		(.11	)
Net realized and unrealized gain on investment and foreign currency transactions		.42			.69			1.26			.97			.12
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase in net asset value from operations		.38			.69			1.22			.88			.01
Less: Distributions
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  12.48			$  12.54			$  12.86			$  12.28			$  11.40
Total Return
Total investment return based on net asset value(d)*		3.11	%		5.93	%		10.10	%		7.72	%		.02	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$83,866			$89,337			$92,102			$113,847			$166,015
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.91	%		1.91	%		1.88	%		2.11	%		2.29	%
Expenses, before waivers/reimbursements(e)(f)‡		1.94	%		1.94	%		1.94	%		2.18	%		2.30	%
Net investment loss(b)		(.28	)%		(.00	)%(g)		(.30	)%		(.77	)%		(.98	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

46    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class C
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  11.85			$  12.30			$  11.86			$  11.09			$  11.55
Income From Investment Operations
Net investment loss(a)(b)		(.12	)		(.09	)		(.13	)		(.18	)		(.19	)
Net realized and unrealized gain on investment and foreign currency transactions		.39			.65			1.21			.95			.11
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.27			.56			1.08			.77			(.08	)
Less: Distributions
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  11.68			$  11.85			$  12.30			$  11.86			$  11.09
Total Return
Total investment return based on net asset value(d)*		2.25	%		5.11	%		9.34	%		6.94	%		(.78	) %
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$64,205			$86,097			$98,333			$111,027			$159,990
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		2.66	%		2.66	%		2.63	%		2.86	%		3.05	%
Expenses, before waivers/reimbursements(e)(f)‡		2.69	%		2.69	%		2.69	%		2.94	%		3.06	%
Net investment loss(b)		(1.01	)%		(.76	)%		(1.05	)%		(1.53	)%		(1.73	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    47

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Advisor Class
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.78			$  13.06			$  12.43			$  11.51			$  11.86
Income From Investment Operations
Net investment income (loss)(a)(b)		(.00	)(c)		.03			(.01	)		(.06	)		(.08	)
Net realized and unrealized gain on investment and foreign currency transactions		.42			.70			1.28			.98			.11
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase in net asset value from operations		.42			.73			1.27			.92			.03
Less: Dividends and Distributions
Dividends from net investment income		(.02	)		– 0	–		– 0	–		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Total dividends and distributions		(.46	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  12.74			$  12.78			$  13.06			$  12.43			$  11.51
Total Return
Total investment return based on net asset value(d)*		3.27	%		6.24	%		10.39	%		7.99	%		.27	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$876,972			$902,381			$762,575			$692,136			$816,563
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.66	%		1.66	%		1.64	%		1.86	%		2.05	%
Expenses, before waivers/reimbursements(e)(f)‡		1.69	%		1.69	%		1.69	%		1.94	%		2.06	%
Net investment income (loss)(b)		(.03	)%		.24	%		(.04	)%		(.53	)%		(.73	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

48    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class R
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.30			$  12.67			$  12.14			$  11.30			$  11.70
Income From Investment Operations
Net investment loss(a)(b)		(.06	)		(.03	)		(.07	)		(.13	)		(.14	)
Net realized and unrealized gain on investment and foreign currency transactions		.40			.67			1.24			.97			.12
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase (decrease) in net asset value from operations		.34			.64			1.17			.84			(.02	)
Less: Distributions
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  12.20			$  12.30			$  12.67			$  12.14			$  11.30
Total Return
Total investment return based on net asset value(d)*		2.75	%		5.69	%		9.80	%		7.43	%		(.25	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$213			$283			$455			$391			$698
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		2.16	%		2.16	%		2.15	%		2.44	%		2.54	%
Expenses, before waivers/reimbursements(e)(f)‡		2.20	%		2.34	%		2.38	%		2.56	%		2.55	%
Net investment loss(b)		(.51	)%		(.28	)%		(.55	)%		(1.09	)%		(1.20	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    49

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class K
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.54			$  12.86			$  12.28			$  11.40			$  11.78
Income From Investment Operations
Net investment loss(a)(b)		(.04	)		(.00	)(c)		(.04	)		(.10	)		(.11	)
Net realized and unrealized gain on investment and foreign currency transactions		.42			.69			1.26			.98			.11
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase in net asset value from operations		.38			.69			1.22			.88			– 0	–
Less: Distributions
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  12.48			$  12.54			$  12.86			$  12.28			$  11.40
Total Return
Total investment return based on net asset value(d)*		3.11	%		5.93	%		10.10	%		7.72	%		.01	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12			$13			$13			$12			$31
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.92	%		1.92	%		1.90	%		2.14	%		2.27	%
Expenses, before waivers/reimbursements(e)(f)‡		1.96	%		2.05	%		2.05	%		2.23	%		2.28	%
Net investment loss(b)		(.31	)%		(.02	)%		(.32	)%		(.83	)%		(.94	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

50    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class I
	Year Ended June 30,
	2020			2019			2018			2017			2016
Net asset value, beginning of period		$  12.81			$  13.09			$  12.45			$  11.52			$  11.86
Income From Investment Operations
Net investment income (loss)(a)(b)		.00	(c)		.04			.00	(c)		(.06	)		(.08	)
Net realized and unrealized gain on investment and foreign currency transactions		.44			.69			1.28			.99			.12
Contributions from Affiliates		.00	(c)		– 0	–		.00	(c)		– 0	–		– 0	–
Net increase in net asset value from operations		.44			.73			1.28			.93			.04
Less: Dividends and Distributions
Dividends from net investment income		(.03	)		– 0	–		– 0	–		– 0	–		– 0	–
Distributions from net realized gain on investment transactions		(.44	)		(1.01	)		(.64	)		– 0	–		(.38	)
Total dividends and distributions		(.47	)		(1.01	)		(.64	)		– 0	–		(.38	)
Net asset value, end of period		$  12.78			$  12.81			$  13.09			$  12.45			$  11.52
Total Return
Total investment return based on net asset value(d)*		3.37	%		6.22	%		10.46	%		8.07	%		.27	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$16,674			$18,422			$13,299			$11,749			$12,724
Ratio to average net assets of:
Expenses, net of waivers/reimbursements(e)(f)‡		1.62	%		1.61	%		1.58	%		1.82	%		1.97	%
Expenses, before waivers/reimbursements(e)(f)‡		1.66	%		1.65	%		1.64	%		1.90	%		1.98	%
Net investment income (loss)(b)		.01	%		.31	%		.01	%		(.49	)%		(.67	)%
Portfolio turnover rate (excluding securities sold short)		191	%		253	%		291	%		295	%		329	%
Portfolio turnover rate (including securities sold short)		207	%		266	%		346	%		528	%		519	%
‡  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying
portfolios		.04	%		.04	%		.07	%		.08	%		.00	%

See footnote summary on page 52.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    51

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

(a) Based on average shares outstanding.

(b) Net of expenses waived/reimbursed by the Adviser.

(c) Amount is less than $.005.

(d) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Initial sales charges or contingent deferred sales charges are not reflected in the calculation of total investment return. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

(e) The expense ratios presented below exclude non- operating expenses:

	Year Ended June 30,
	2020			2019			2018			2017			2016
Class A
Net of waivers/reimbursements		1.86	%		1.85	%		1.83	%		1.94	%		2.09	%
Before waivers/reimbursements		1.89	%		1.89	%		1.88	%		2.01	%		2.09	%
Class C
Net of waivers/reimbursements		2.60	%		2.60	%		2.58	%		2.69	%		2.84	%
Before waivers/reimbursements		2.64	%		2.64	%		2.64	%		2.76	%		2.84	%
Advisor Class
Net of waivers/reimbursements		1.61	%		1.61	%		1.58	%		1.68	%		1.84	%
Before waivers/reimbursements		1.64	%		1.64	%		1.64	%		1.76	%		1.84	%
Class R
Net of waivers/reimbursements		2.11	%		2.12	%		2.09	%		2.28	%		2.32	%
Before waivers/reimbursements		2.15	%		2.29	%		2.33	%		2.40	%		2.32	%
Class K
Net of waivers/reimbursements		1.87	%		1.86	%		1.84	%		1.98	%		2.05	%
Before waivers/reimbursements		1.91	%		2.00	%		2.00	%		2.08	%		2.05	%
Class I
Net of waivers/reimbursements		1.57	%		1.55	%		1.53	%		1.64	%		1.77	%
Before waivers/reimbursements		1.61	%		1.59	%		1.59	%		1.72	%		1.77	%

(f) In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended June 30, 2020, June 30, 2019, June 30, 2018 and June 30, 2017, such waiver amounted to .04%, .03%, .06% and .07%, respectively.

(g) Less than 0.005%.

* Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the year ended June 30, 2020 by .03%.

See notes to financial statements.

52    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AB Select US Long/Short Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Select US Long/Short Portfolio (the “Fund”) (one of the funds constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of June 30, 2020, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the funds constituting AB Cap Fund, Inc.) at June 30, 2020, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB“) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    53

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2020, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

August 26, 2020

54    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

2020 FEDERAL TAX INFORMATION

(unaudited)

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended June 30, 2020. For corporate shareholders, 34.46% of dividends paid qualify for the dividends received deduction. For individual shareholders, the fund designates 35.12% of dividends paid as qualified dividend income.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2021.

abfunds.com AB SELECT US LONG/SHORT PORTFOLIO    ^|    55

BOARD OF DIRECTORS

Marshall C. Turner, Jr.⁽¹⁾,
Chairman Jorge A. Bermudez⁽¹⁾ Michael J. Downey⁽¹⁾ Nancy P. Jacklin⁽¹⁾ Robert M. Keith, President and Chief Executive Officer Jeanette Loeb⁽¹⁾ Carol C. McMullen⁽¹⁾ Garry L. Moody⁽¹⁾ Earl D. Weiner⁽¹⁾

OFFICERS

Kurt A. Feuerman⁽²⁾, Vice President Anthony Nappo⁽²⁾, Vice President Emilie D. Wrapp, Secretary Michael B. Reyes, Senior Analyst Joseph J. Mantineo, Treasurer and Chief Financial Officer Phyllis J. Clarke, Controller Vincent S. Noto, Chief Compliance Officer

Custodian and Accounting Agent State Street Bank and Trust Company State Street Corporation CCB/5
1 Iron Street Boston, MA 02210 Principal Underwriter AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105 Legal Counsel Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004 Independent Registered Public Accounting Firm Ernst & Young LLP
5 Times Square
New York, NY 10036 Transfer Agent AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

1 Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

2 The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Select Equity Portfolios Investment Team. Messrs. Feuerman and Nappo are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

56    ^|    AB SELECT US LONG/SHORT PORTFOLIO abfunds.com

MANAGEMENT OF THE FUND

Board of Directors Information

The business and affairs of the Fund are managed under the direction of the Board of Directors. Certain information concerning the Fund’s Directors is set forth below.

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
INTERESTED DIRECTOR
Robert M. Keith,+ 1345 Avenue of the Americas New York, NY 10105 60 (2012)	Senior Vice President of the Adviser and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business, with which he had been associated since prior to 2004.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS
Marshall C. Turner, Jr.,# Chairman of the Board 78 (2012)	Private Investor since prior to 2015. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.		78	Xilinx, Inc. (programmable logic semi-conductors) since 2007

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Jorge A. Bermudez,# 69 (2020)	Private investor since prior to 2015. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.		78	Moody’s Corporation since April 2011
Michael J. Downey,# 76 (2012)	Private Investor since prior to 2015. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2015 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Nancy P. Jacklin,# 72 (2012)	Private Investor since prior to 2015. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.		78	None
Jeanette Loeb,# 68 (2020)	Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a Director of the AB Funds since April 2020.		78	Apollo Investment Corp. (business development company) since August 2011

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Carol C. McMullen,# 65 (2016)	Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Garry L. Moody,# 68 (2012)	Private Investor since prior to 2015. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.		78	None

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MANAGEMENT OF THE FUND (continued)

NAME, ADDRESS,* AGE AND (YEAR FIRST ELECTED**)	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS AND OTHER INFORMATION***	PORTFOLIOS IN AB FUND COMPLEX OVERSEEN BY DIRECTOR		OTHER PUBLIC COMPANY DIRECTORSHIPS CURRENTLY HELD BY DIRECTOR
DISINTERESTED DIRECTORS (continued)
Earl D. Weiner,# 81 (2012)	Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then of the law firm Sullivan & Cromwell LLP. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.		78	None

* The address for each of the Fund’s disinterested Directors is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

** There is no stated term of office for the Fund’s Directors.

*** The information above includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which led to the conclusion that each Director should serve as a Director for the Fund.

+ Mr. Keith is an “interested person”, as defined in the 1940 Act, of the Fund due to his position as a Senior Vice President of the Adviser.

# Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

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MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s Officers is listed below:

NAME, ADDRESS* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Robert M. Keith, Jr. 60	President and Chief Executive Officer	See biography above.
Kurt A. Feuerman 64	Vice President	Senior Vice President and Chief Investment Officer – Select US Equity Portfolios of the Adviser**, with which he has been associated since prior to 2015.
Anthony Nappo 48	Vice President	Senior Vice President, and Co-Chief Investment Officer – Select US Equity Portfolios of the Adviser**, since prior to 2015.
Emilie D. Wrapp 64	Secretary	Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2015.
Michael B. Reyes 44	Senior Analyst	Vice President of the Adviser**, with which he has been associated since prior to 2015.
Joseph J. Mantineo 61	Treasurer and Chief Financial Officer	Senior Vice President of AllianceBernstein Investor Services (“ABIS”)**, with which he has been associated since prior to 2015.
Phyllis J. Clarke 59	Controller	Vice President of ABIS**, with which she has been associated since prior to 2015.
Vincent S. Noto 55	Chief Compliance Officer	Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2015.

* The address for each of the Fund’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

** The Adviser, ABI and ABIS are affiliates of the Fund.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Fund’s Directors and Officers and is available without charge upon request. Contact your financial representative or AB at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”). Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2020, which covered the period December 1, 2018 through December 31, 2019 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner. Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, taking into account any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP. The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP, and there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Select US Long/Short Portfolio (the “Fund”) at a meeting held by video conference on May 5-7, 2020 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests.

The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business

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judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Fund to the Adviser than the fee rate stated in the Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2018 and 2019 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund

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before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests, including, but not limited to, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the Fund’s shares; brokerage commissions paid by the Fund to brokers affiliated with the Adviser; and transfer agency fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended February 29, 2020 and (in the case of comparisons with the broad-based securities market index) for the period from inception. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors compared the Fund’s contractual effective advisory fee rate with a peer group median and noted that it was above the median. The directors also took into account the impact on the advisory fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year.

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The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors previously discussed these matters with an independent fee consultant.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Fund may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratios of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that the advisory fee for the Fund would be for services in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

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The directors also considered the total expense ratio of the Class A shares of the Fund in comparison to a peer group and a peer universe selected by the 15(c) service provider. The Class A expense ratio of the Fund was based on the Fund’s latest fiscal year and the directors considered the Adviser’s expense cap for the Fund. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Fund by others. The directors noted that the Fund’s expense ratio was above the medians. After reviewing and discussing the Adviser’s explanations of the reasons for this, the directors concluded that the Fund’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains a breakpoint that reduces the fee rate on assets above a specified level. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and presentations from time to time by the Adviser concerning certain of its views on economies of scale. The directors also previously discussed economies of scale with an independent fee consultant. The directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Fund’s shareholders would benefit from a sharing of economies of scale in the event the Fund’s net assets exceed the breakpoint in the future.

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This page is not part of the Shareholder Report or the Financial Statements.

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

FlexFee^™ US Thematic Portfolio

Select US Equity Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee^™ Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

FlexFee^™ International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL EQUITY (continued)

GROWTH

Concentrated International Growth Portfolio

FlexFee^™ Emerging Markets Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio¹

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

FIXED INCOME (continued)

TAXABLE

Bond Inflation Strategy

FlexFee^™ High Yield Portfolio

FlexFee^™ International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

1 Prior to February 5, 2020, Tax-Aware Fixed Income Opportunities Portfolio was named Tax-Aware Fixed Income Portfolio.

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NOTES

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NOTES

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NOTES

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NOTES

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NOTES

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AB SELECT US LONG/SHORT PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

SULS-0151-0620                

ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody and Marshall C. Turner, Jr. qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues and quarterly press release review (for those Funds which issue press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

		Audit Fees		Audit - Related Fees		Tax Fees
AB Select US Equity	2019	$	34,514	$	—	$	22,686
	2020	$	34,514	$	—	$	21,085
AB Select US Long/Short	2019	$	38,286	$	—	$	24,442
	2020	$	38,286	$	—	$	22,695
AB Concentrated Growth	2019	$	21,212	$	—	$	18,562
	2020	$	21,212	$	—	$	20,321
AB Concentrated International Growth	2019	$	25,735	$	—	$	21,698
	2020	$	25,735	$	—	$	19,769
AB Global Core Equity	2019	$	41,926	$	—	$	23,909
	2020	$	41,926	$	1,020	$	21,687
AB International Strategic Core	2019	$	44,953	$	—	$	29,268
	2020	$	44,953	$	—	$	22,109

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.

(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

		All Fees for Non-Audit Services Provided to the Portfolio, the Adviser and Service Affiliates		Total Amount of Foregoing Column Pre-approved by the Audit Committee (Portion Comprised of Audit Related Fees) (Portion Comprised of Tax Fees)
AB Select US Equity	2019	$	638,089	$	22,686
				$	—
				$	(22,686	)
	2020	$	1,054,900	$	21,085
				$	—
				$	(21,085	)
AB Select US Long/Short	2019	$	639,845	$	24,442
				$	—
				$	(24,442	)
	2020	$	1,056,510	$	22,695
				$	—
				$	(22,695	)
AB Concentrated Growth	2019	$	633,965	$	18,562
				$	—
				$	(18,562	)
	2020	$	1,054,136	$	20,321
				$	—
				$	(20,321	)
AB Concentrated International Growth	2019	$	637,101	$	21,698
				$	—
				$	(21,698	)
	2020	$	1,053,584	$	19,769
				$	—
				$	(19,769	)
AB Global Core Equity	2019	$	639,312	$	23,909
				$	—
				$	(23,909	)
	2020	$	1,056,522	$	22,707
				$	(1,020	)
				$	(21,687	)
AB International Strategic Core	2019	$	644,671	$	29,268
				$	—
				$	(29,268	)
	2020	$	1,055,924	$	22,109
				$	—
				$	(22,109	)

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. 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-2(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 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. EXHIBITS.

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

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (a) (1)	Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 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:	August 28, 2020

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:	August 28, 2020
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer
Date:	August 28, 2020