AB Cap Fund, Inc.

AB FlexFee Core Opportunities Portfolio

Portfolio of Investments

September 30, 2019 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS - 91.6%
Health Care - 19.5%
Biotechnology - 9.2%
Alexion Pharmaceuticals, Inc. (a)		171	$	16,748
Biogen, Inc. (a)		44		10,244
Gilead Sciences, Inc.		277		17,556
Regeneron Pharmaceuticals, Inc. (a)		94		26,076
Vertex Pharmaceuticals, Inc. (a)		207		35,070
				105,694
Health Care Providers & Services - 7.0%
Anthem, Inc.		65		15,606
Cigna Corp. (a)		68		10,322
Quest Diagnostics, Inc.		99		10,596
UnitedHealth Group, Inc.		198		43,029
				79,553
Pharmaceuticals - 3.3%
Pfizer, Inc.		382		13,725
Roche Holding AG (Sponsored ADR)		660		24,057
				37,782
				223,029
Communication Services - 17.5%
Diversified Telecommunication Services - 7.4%
Comcast Corp.-Class A		776		34,982
Verizon Communications, Inc.		817		49,314
				84,296
Entertainment - 0.9%
Electronic Arts, Inc. (a)		103		10,076
Interactive Media & Services - 7.8%
Alphabet, Inc.-Class C (a)		38		46,322
Facebook, Inc.-Class A (a)		243		43,273
				89,595
Media - 1.4%
Discovery, Inc.-Class A (a)		606		16,138
				200,105
Financials - 14.1%
Banks - 4.7%
JPMorgan Chase & Co.		253		29,776
Wells Fargo & Co.		471		23,757
				53,533
Capital Markets - 0.8%
TD Ameritrade Holding Corp.		202		9,433
Consumer Finance - 0.8%
Capital One Financial Corp.		98		8,916

Company	Shares		U.S. $ Value
Diversified Financial Services - 3.0%
Berkshire Hathaway, Inc.-Class B (a)		164	$	34,115
Insurance - 4.8%
Allstate Corp. (The)		174		18,910
Fidelity National Financial, Inc.		406		18,031
Reinsurance Group of America, Inc.-Class A		117		18,706
				55,647
				161,644
Information Technology - 13.1%
Communications Equipment - 0.8%
F5 Networks, Inc. (a)		63		8,847
Electronic Equipment, Instruments & Components - 3.1%
Dolby Laboratories, Inc.-Class A		339		21,913
Keysight Technologies, Inc. (a)		69		6,710
Littelfuse, Inc.		39		6,915
				35,538
IT Services - 4.1%
Akamai Technologies, Inc. (a)		103		9,412
Leidos Holdings, Inc.		128		10,993
MAXIMUS, Inc.		102		7,880
Visa, Inc.-Class A		113		19,437
				47,722
Software - 5.1%
Microsoft Corp.		421		58,532
				150,639
Industrials - 8.8%
Aerospace & Defense - 3.6%
Hexcel Corp.		97		7,967
Raytheon Co.		171		33,548
				41,515
Airlines - 0.7%
Southwest Airlines Co.		155		8,371
Building Products - 0.8%
Allegion PLC		83		8,603
Machinery - 2.4%
Altra Industrial Motion Corp.		317		8,779
Crane Co.		172		13,869
Parker-Hannifin Corp.		25		4,515
				27,163
Road & Rail - 1.3%
Kansas City Southern		78		10,375
Saia, Inc. (a)		47		4,404
				14,779
				100,431

Company	Shares		U.S. $ Value
Consumer Discretionary - 6.1%
Auto Components - 0.9%
Gentex Corp.		375	$	10,326
Household Durables - 1.8%
DR Horton, Inc.		225		11,860
Garmin Ltd.		99		8,384
				20,244
Internet & Direct Marketing Retail - 0.9%
Booking Holdings, Inc. (a)		5		9,813
Specialty Retail - 2.5%
Advance Auto Parts, Inc.		59		9,758
Home Depot, Inc. (The)		44		10,209
Murphy USA, Inc. (a)		107		9,127
				29,094
				69,477
Consumer Staples - 4.8%
Beverages - 1.1%
Monster Beverage Corp. (a)		215		12,483
Food & Staples Retailing - 3.7%
Walmart, Inc.		357		42,369
				54,852
Real Estate - 4.1%
Equity Real Estate Investment Trusts (REITs) - 1.5%
Regency Centers Corp.		255		17,720
Real Estate Management & Development - 2.6%
CBRE Group, Inc.-Class A (a)		563		29,845
				47,565
Energy - 3.6%
Oil, Gas & Consumable Fuels - 3.6%
ConocoPhillips		295		16,809
Phillips 66		237		24,269
				41,078
Total Common Stocks (cost $933,185)				1,048,820

Company	Shares		U.S. $ Value
SHORT-TERM INVESTMENTS - 10.6%
Investment Companies - 10.6%
AB Fixed Income Shares, Inc.-Government Money Market Portfolio-Class AB, 1.89% (b)(c)(d) (cost $121,466)		121,466	$	121,466
Total Investments - 102.2% (cost $1,054,651) (e)				1,170,286
Other assets less liabilities - (2.2)%				(24,857	)
Net Assets - 100.0%			$	1,145,429

(a) Non-income producing security.

(b) 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.

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

(d) Affiliated investments.

(e) As of September 30, 2019, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $131,836 and gross unrealized depreciation of investments was $(16,201), resulting in net unrealized appreciation of $115,635.

Glossary:

ADR - American Depositary Receipt

AB Cap Fund, Inc.

AB FlexFee Core Opportunities Portfolio

September 30, 2019 (unaudited)

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

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

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

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of September 30, 2019:

Investments in Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks ^

$

1,048,820

$

– 0

–

$

– 0

–

$

1,048,820

Short-Term Investments:

Investment Companies

121,466

– 0

–

– 0

–

121,466

Total Investments in Securities

1,170,286

– 0

–

– 0

–

1,170,286

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

$

1,170,286

$

– 0

–

$

– 0

–

$

1,170,286

^ See Portfolio of Investments for sector classifications.

* 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.

A summary of the Fund’s transactions in AB mutual funds for the nine months ended September 30, 2019 is as follows:

Fund	Market Value 12/31/18 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 9/30/19 (000)		Dividend Income (000)
Government Money Market Portfolio	$	79	$	314	$	272	$	121	$	2