AB Cap Fund, Inc.

AB FlexFee US Thematic Portfolio

Portfolio of Investments

March 31, 2020 (unaudited)

Company	Shares		U.S. $ Value
COMMON STOCKS – 95.4%
Information Technology – 32.6%
Communications Equipment – 3.7%
Ciena Corp.(a)		43,235	$	1,721,185
Lumentum Holdings, Inc.(a) (b)		13,637		1,005,047
				2,726,232
Electronic Equipment, Instruments & Components – 3.6%
Flex Ltd.(a)		188,260		1,576,677
Keysight Technologies, Inc.(a)		13,432		1,123,990
				2,700,667
IT Services – 6.2%
PayPal Holdings, Inc.(a)		13,956		1,336,148
Square, Inc. - Class A(a)		22,616		1,184,626
Visa, Inc. - Class A		12,658		2,039,457
				4,560,231
Semiconductors & Semiconductor Equipment – 6.0%
Cree, Inc.(a) (b)		28,595		1,013,979
Monolithic Power Systems, Inc.		5,701		954,689
NVIDIA Corp.		4,561		1,202,280
NXP Semiconductors NV(b)		15,363		1,274,053
				4,445,001
Software – 10.3%
ANSYS, Inc.(a)		5,725		1,330,891
Microsoft Corp.		12,712		2,004,809
Proofpoint, Inc.(a)		13,065		1,340,338
salesforce.com, Inc.(a)		14,419		2,076,048
Zendesk, Inc.(a)		13,453		861,127
				7,613,213
Technology Hardware, Storage & Peripherals – 2.8%
Apple, Inc.		8,225		2,091,535
				24,136,879
Health Care – 16.7%
Health Care Equipment & Supplies – 7.3%
Danaher Corp.		13,962		1,932,481
Koninklijke Philips NV (ADR)		50,370		2,022,859
West Pharmaceutical Services, Inc.		9,420		1,434,195
				5,389,535
Health Care Providers & Services – 3.3%
Laboratory Corp. of America Holdings(a)		10,473		1,323,682
UnitedHealth Group, Inc.		4,660		1,162,111
				2,485,793
Life Sciences Tools & Services – 6.1%
Bio-Rad Laboratories, Inc. - Class A(a)		5,809		2,036,403
Bruker Corp.		34,584		1,240,182
ICON PLC(a)		9,058		1,231,888
				4,508,473
				12,383,801

Company	Shares		U.S. $ Value
Consumer Discretionary – 15.2%
Auto Components – 1.5%
Aptiv PLC		23,128	$	1,138,823
Automobiles – 1.7%
Tesla, Inc.(a)		2,456		1,286,944
Diversified Consumer Services – 1.7%
Bright Horizons Family Solutions, Inc.(a)		12,665		1,291,830
Hotels, Restaurants & Leisure – 1.6%
Starbucks Corp.		18,498		1,216,059
Internet & Direct Marketing Retail – 2.3%
Alibaba Group Holding Ltd. (Sponsored ADR)(a)		8,549		1,662,610
Specialty Retail – 2.1%
Home Depot, Inc. (The)		8,126		1,517,205
Textiles, Apparel & Luxury Goods – 4.3%
Lululemon Athletica, Inc.(a) (b)		7,174		1,359,832
NIKE, Inc. - Class B		22,186		1,835,669
				3,195,501
				11,308,972
Industrials – 10.4%
Building Products – 1.7%
Trex Co., Inc.(a)		15,505		1,242,571
Commercial Services & Supplies – 2.0%
Waste Management, Inc.		15,973		1,478,461
Electrical Equipment – 4.3%
Rockwell Automation, Inc.		11,170		1,685,664
Vestas Wind Systems A/S (Sponsored ADR)		56,456		1,538,539
				3,224,203
Machinery – 2.4%
Xylem, Inc./NY		27,216		1,772,578
				7,717,813
Financials – 8.3%
Capital Markets – 6.9%
Charles Schwab Corp. (The)		30,922		1,039,598
Intercontinental Exchange, Inc.		21,095		1,703,421
MSCI, Inc. - Class A		8,180		2,363,693
				5,106,712
Insurance – 1.4%
Aflac, Inc.		29,840		1,021,721
				6,128,433

Company	Shares		U.S. $ Value
Consumer Staples – 4.6%
Food Products – 2.6%
Nestle SA (Sponsored ADR)		18,549	$	1,910,362
Household Products – 2.0%
Procter & Gamble Co. (The)		13,973		1,537,030
				3,447,392
Utilities – 4.4%
Electric Utilities – 2.0%
NextEra Energy, Inc.		6,017		1,447,811
Water Utilities – 2.4%
American Water Works Co., Inc.		15,173		1,814,084
				3,261,895
Materials – 2.0%
Chemicals – 2.0%
Ecolab, Inc.		9,367		1,459,660
Communication Services – 1.2%
Entertainment – 1.2%
Walt Disney Co. (The)		9,352		903,403
Total Common Stocks (cost $66,912,960)				70,748,248
SHORT-TERM INVESTMENTS – 0.5%
Investment Companies – 0.5%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.53%(c) (d) (e) (cost $347,333)		347,333		347,333
Total Investments Before Security Lending Collateral for Securities Loaned – 95.9% (cost $67,260,293)				71,095,581
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 5.9%
Investment Companies – 5.9%
AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 0.53%(c) (d) (e) (cost $4,416,640)		4,416,640		4,416,640
Total Investments – 101.8% (cost $71,676,933)(f)				75,512,221
Other assets less liabilities – (1.8)%				(1,366,161	)
Net Assets – 100.0%			$	74,146,060

(a) Non-income producing security.

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

(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.

(f) As of March 31, 2020, the cost basis of investment securities owned was substantially identical for both book and tax purposes. Gross unrealized appreciation of investments was $9,495,428 and gross unrealized depreciation of investments was $(5,660,140), resulting in net unrealized appreciation of $3,835,288.

Glossary:

ADR – American Depositary Receipt

AB Cap Fund, Inc.

AB FlexFee US Thematic Portfolio

March 31, 2020 (unaudited)

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

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

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

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

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of March 31, 2020:

Investments in Securities	Level 1		Level 2		Level 3		Total
Assets:
Common Stocks^	$	70,748,248	$	-0-	$	-0-	$	70,748,248
Short-Term Investments:
Investment Companies		347,333		-0-		-0-		347,333
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		4,416,640		-0-		-0-		4,416,640
Total Investments in Securities		75,512,221		-0-		-0-		75,512,221
Other Financial Instruments*		-0-		-0-		-0-		-0-
Total	$	75,512,221	$	-0-	$	-0-	$	75,512,221

^ 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 three months ended March 31, 2020 is as follows:

Fund	Market Value 12/31/19 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 3/31/20 (000)		Dividend Income (000)
Government Money Market Portfolio	$	6,422	$	14,570	$	20,645	$	347	$	23
Government Money Market Portfolio*		185		7,199		2,967		4,417		0	**
Total							$	4,764	$	23

* Investment of cash collateral for securities lending transactions.

** Amount is less than $500.