Ab Cap Fund NCSR Certified annual shareholder report (management investment company)

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)

Stephen M. Woetzel

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: November 30, 2023

Date of reporting period: November 30, 2023

ITEM 1. REPORTS TO STOCKHOLDERS.

NOV^11.30.23

LOGO

ANNUAL REPORT

AB ALL CHINA EQUITY PORTFOLIO

LOGO



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

At AB, we’re striving to help our clients achieve better outcomes by:

⁺

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺

Applying differentiated investment insights through a connected global research network

⁺

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 1

ANNUAL REPORT

January 9, 2024

This report provides management’s discussion of fund performance for the AB All China Equity Portfolio for the annual reporting period ended November 30, 2023.

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

NAV RETURNS AS OF NOVEMBER 30, 2023 (unaudited)



	6 Months		12 Months

AB ALL CHINA EQUITY PORTFOLIO

Class A Shares		-2.67%		-8.20%

Advisor Class Shares¹		-2.53%		-8.02%

MSCI China All Shares Index (net)		-2.87%		-6.12%

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 (“MSCI”) China All Shares Index (net), for the six- and 12-month periods ended November 30, 2023.

All share classes of the Fund underperformed the benchmark for the 12-month period ended November 30, 2023, before sales charges. During the 12-month period, stock selection within the consumer discretionary and financial sectors detracted from performance, while selection in industrials and communication services contributed. Consumer discretionary holdings were dragged down by China’s lackluster domestic consumption, while financials remained under pressure to absorb losses in the property sector, as authorities pushed lenders to step up funding for real estate developers to reduce the risk of additional defaults and ensure completion of housing projects. In contrast, industrial holdings, which included truck and bus makers, benefited from solid demand driven by fleet replenishment and resilient infrastructure spending. Communication services holdings, notably video gaming companies, also aided performance, as the gaming industry showed signs of recovery after Beijing continued to ease regulatory crackdown.

All share classes of the Fund outperformed the benchmark during the six-month period ended November 30, 2023, before sales charges. During the six-month period, stock selection within the industrials and materials



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sectors contributed, while stock selection within the consumer discretionary and technoloy sectors detracted. The Fund’s industrial holdings, which included truck and bus makers, benefited from solid demand driven by fleet replenishment and resilient infrastructure spending, while higher commodity prices supported materials companies. Conversely, worries over China’s slowing domestic consumption hurt consumer discretionary companies, while tech companies fell after the initial excitement over artificial intelligence faded.

The Fund did not use derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Chinese equities fell during both the six- and 12-month periods ended November 30, 2023, as lingering macroeconomic concerns continued to weigh on investor sentiment. China’s economy struggled to recover from the impact of strict pandemic-related controls of 2022, and the property slump that has undermined growth and consumer confidence. Beijing has gradually taken steps to shore up the economy, with cuts to interest rates and a variety of efforts to support the moribund property market, such as easing restrictions on home purchases in some cities. But the government’s piecemeal approach to stimulus failed to foster a durable recovery or assuage ongoing worries over the country’s lackluster growth prospects.

In this new era of reduced growth, the Fund’s Senior Investment Management Team (“the Team”) focused on companies aligned with the government’s longer-term commercial and policy objectives, such as the beneficiaries of domestic decarbonization and technology security. The Team also focused on industrial cyclical businesses that straddle domestic and export markets, such as bus makers and forklift manufacturers, which have developed compelling products with a strong international footprint.

INVESTMENT POLICIES

The Adviser seeks to achieve the Fund’s investment objective by investing, under normal circumstances, at least 80% of the Fund’s net assets in a portfolio of equity securities of companies economically tied to the People’s Republic of China (“China”) (including Hong Kong). A company is considered to be economically tied to China if: (i) the company is domiciled or organized in China; (ii) the company has securities that are traded principally in China; or (iii) the company conducts a substantial part of its economic activities in China or is a US-listed entity established by a company conducting a substantial part of its economic activities in China, which has been structured to provide investors with exposure to the company. Equity securities may include common stocks, preferred stocks, the equity securities of real

(continued on next page)



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estate investment trusts, depositary receipts and derivative instruments related to equity securities. The Adviser expects to invest Fund assets both in shares of companies that trade on the Shanghai Stock Exchange or the Shenzhen Stock Exchange (“China A shares”) and shares of companies economically tied to China that trade in Hong Kong or outside of China.

The Adviser believes that, over time, securities that are undervalued by the market relative to their long-term earnings power can provide high returns. The Adviser utilizes fundamental analysis and its quantitative models to attempt to identify these securities for investment by the Fund, attempting to balance factors relating to valuation, company quality and investor sentiment, and will seek to build a portfolio that delivers attractive risk-adjusted returns.

The Adviser may, but frequently will not, hedge the foreign currency exposure resulting from the Fund’s security positions through the use of currency-related derivatives.



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DISCLOSURES AND RISKS

Benchmark Disclosure

The MSCI China All Shares Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The MSCI China All Shares Index (net) captures large- and mid-cap representation across China A-shares, B-shares, H-shares, Red-chips, P-chips and foreign listings (e.g., American depositary receipts). The index aims to reflect the opportunity set of China share classes listed in Hong Kong, Shanghai, Shenzhen and outside of China. 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 reflect 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 for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the 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) and regional and global conflicts, that affect large portions of the market. It includes the risk that a particular style of investing 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 due to adverse market, economic, political, regulatory or other factors. Investments in emerging-market countries such as China may involve more risk than investments in developed countries because the markets in emerging-market countries are less developed and less liquid and are subject to increased economic, political, regulatory or other uncertainties. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions and reduction in government or central bank support.

China/Single Country Risk: Investments in issuers located in a particular country or geographic region may have more risk because of particular market factors affecting that country or region, including political instability, geopolitical risks or unpredictable economic conditions. Risks of investments in securities of companies economically tied to China may include the volatility of the Chinese stock market; the Chinese economy’s heavy dependence on exports, which may be affected adversely by trade barriers



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 5

DISCLOSURES AND RISKS (continued)

or disputes or may decrease, sometimes significantly, when the world economy weakens; and the continuing importance of the role of the Chinese Government, which may take legal or regulatory actions that affect the contractual arrangements of a company or economic and market practices, and cause the value of the securities of an issuer held by the Fund to decrease significantly. While the Chinese economy has grown at a rapid rate in recent years, the rate of growth has been declining, and there can be no assurance that China’s economy will continue to grow in the future. Investments in China A shares are subject to various licenses and quotas that may restrict daily trading and to additional risks that could affect liquidity compared to investments in companies in developed markets. Risks of investments in companies based in Hong Kong include heavy reliance on the Chinese economy, plus regional Asian and global economies such as the US, which makes these investments vulnerable to changes in these economies.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments in equity securities denominated in foreign currencies or reduce the Fund’s returns. Emerging-market currencies may be more volatile and less liquid, and subject to significantly greater risk of currency controls and convertibility restrictions, than currencies of developed countries.

Depositary Receipts Risk: Investing in depositary receipts involves risks that are similar to the risks of direct investments in foreign securities. For example, investing in depositary receipts may involve risks relating to political, economic or regulatory conditions in foreign countries. In addition, the issuers of the securities underlying certain depositary receipts are under no obligation to distribute shareholder communications or pass through any voting rights with respect to the deposited securities to the holders of such receipts.

Illiquid Investments Risk: Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes and large positions. Foreign fixed-income securities may have more illiquid investments risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Illiquid investments risk may be higher in a rising interest-rate environment, when the value and liquidity of fixed-income securities generally go down.

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



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DISCLOSURES AND RISKS (continued)

consumer discretionary 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, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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. 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)

7/25/2018¹ TO 11/30/2023

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB All China Equity Portfolio Class A shares (from 7/25/2018¹ to 11/30/2023) 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: 7/25/2018.



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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2023 (unaudited)



	NAV Returns		SEC Returns (reflects applicable sales charges)

CLASS A SHARES

1 Year		-8.20%		-12.14%

5 Years		-1.96%		-2.81%

Since Inception¹		-5.05%		-5.81%

ADVISOR CLASS SHARES²

1 Year		-8.02%		-8.02%

5 Years		-1.74%		-1.74%

Since Inception¹		-4.82%		-4.82%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.50% and 1.25% for Class A 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: 7/25/2018.

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.



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HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2023 (unaudited)



	SEC Returns (reflects applicable sales charges)

CLASS A SHARES

1 Year		-14.96%

5 Years		-1.89%

Since Inception¹		-6.03%

ADVISOR CLASS SHARES²

1 Year		-10.95%

5 Years		-0.76%

Since Inception¹		-5.05%

1	Inception date: 7/25/2018.



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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.



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EXPENSE EXAMPLE (continued)


	Beginning Account Value June 1, 2023		Ending Account Value November 30, 2023		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	973.30	$	7.42		1.50	%
Hypothetical**	$	1,000	$	1,017.55	$	7.59		1.50	%
Advisor Class
Actual	$	1,000	$	974.70	$	6.19		1.25	%
Hypothetical**	$	1,000	$	1,018.80	$	6.33		1.25	%

*	Expenses are equal to the classes’ annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

**	Assumes 5% annual return before expenses.



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PORTFOLIO SUMMARY

November 30, 2023 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $93.3

LOGO

1	The Fund’s sector and country breakdown 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)

November 30, 2023 (unaudited)

TEN LARGEST HOLDINGS¹



Company	U.S. $ Value		Percent of Net Assets

Tencent Holdings Ltd.	$	7,838,172		8.4	%

Alibaba Group Holding Ltd.		5,968,213		6.4

PDD Holdings, Inc. (ADR)		3,759,720		4.0

Kweichow Moutai Co., Ltd. – Class A		3,023,747		3.2

Zijin Mining Group Co., Ltd. – Class A		2,545,757		2.7

Weichai Power Co., Ltd. – Class H		2,465,628		2.6

China Construction Bank Corp. – Class H		2,345,153		2.5

PetroChina Co., Ltd. – Class H		2,319,102		2.5

New Oriental Education & Technology Group, Inc.		2,261,078		2.4

NetEase, Inc.		2,253,581		2.4

	$	34,780,151		37.1	%

1	Long-term investments.



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PORTFOLIO OF INVESTMENTS

November 30, 2023


Company	Shares		U.S. $ Value

COMMON STOCKS – 99.1%
Consumer Discretionary – 26.7%
Automobile Components – 1.2%
Huayu Automotive Systems Co., Ltd. – Class A		157,300	$	382,804
Minth Group Ltd.		346,000		749,504

				1,132,308

Automobiles – 2.4%
BYD Co., Ltd. – Class H		83,000		2,230,759


Broadline Retail – 11.0%
Alibaba Group Holding Ltd.^(a)		642,060		5,968,213
JD.com, Inc. – Class A		36,700		500,592
PDD Holdings, Inc. (ADR)^(a)		25,500		3,759,720

				10,228,525

Diversified Consumer Services – 2.4%
New Oriental Education & Technology Group, Inc.^(a)		278,000		2,261,078


Hotels, Restaurants & Leisure – 3.6%
H World Group Ltd.^(a)		287,300		1,030,824
Meituan – Class B^(a)(b)		96,805		1,120,663
Trip.com Group Ltd.^(a)		34,200		1,201,223

				3,352,710

Household Durables – 1.4%
Gree Electric Appliances, Inc. of Zhuhai – Class A		295,600		1,361,038


Specialty Retail – 2.1%
HLA Group Corp., Ltd. – Class A		937,400		994,459
Topsports International Holdings Ltd.^(b)		1,217,000		989,089

				1,983,548

Textiles, Apparel & Luxury Goods – 2.6%
Bosideng International Holdings Ltd.		2,152,000		902,398
Samsonite International SA^(a)(b)		518,400		1,511,947

				2,414,345

				24,964,311

Financials – 17.1%
Banks – 9.8%
Bank of Beijing Co., Ltd. – Class A		2,845,600		1,804,116
China Construction Bank Corp. – Class H		4,056,000		2,345,153
China Merchants Bank Co., Ltd. – Class H		534,000		1,863,669
Chongqing Rural Commercial Bank Co., Ltd. – Class H		6,024,000		2,227,996
Shanghai Rural Commercial Bank Co., Ltd. – Class A		1,133,200		908,390

				9,149,324



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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Capital Markets – 3.6%
CITIC Securities Co., Ltd. – Class A		421,810	$	1,265,080
Guotai Junan Securities Co., Ltd. – Class H^(b)		1,846,120		2,131,321

				3,396,401

Insurance – 3.7%
PICC Property & Casualty Co., Ltd. – Class H		1,118,000		1,298,719
Ping An Insurance Group Co., of China Ltd. – Class A		373,393		2,133,086

				3,431,805

				15,977,530

Communication Services – 10.8%
Entertainment – 2.4%
NetEase, Inc.		99,900		2,253,581


Interactive Media & Services – 8.4%
Tencent Holdings Ltd.		188,150		7,838,172

				10,091,753

Industrials – 10.6%
Air Freight & Logistics – 0.6%
Sinotrans Ltd. – Class A		877,304		589,992


Electrical Equipment – 3.1%
NARI Technology Co., Ltd. – Class A		544,535		1,677,987
Sungrow Power Supply Co., Ltd. – Class A		104,600		1,216,424

				2,894,411

Ground Transportation – 1.0%
Daqin Railway Co., Ltd. – Class A		880,837		894,870


Machinery – 4.8%
Weichai Power Co., Ltd. – Class H		1,340,000		2,465,628
Yutong Bus Co., Ltd. – Class A		1,080,398		2,035,206

				4,500,834

Transportation Infrastructure – 1.1%
China Merchants Expressway Network & Technology Holdings Co., Ltd. – Class A		737,200		1,015,298

				9,895,405

Information Technology – 7.0%
Communications Equipment – 0.6%
ZTE Corp. – Class H		249,000		542,807


Electronic Equipment, Instruments & Components – 1.6%
BOE Technology Group Co., Ltd. – Class A		1,771,200		958,806
Sunny Optical Technology Group Co., Ltd.		60,800		575,779

				1,534,585



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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Semiconductors & Semiconductor Equipment – 2.3%
JCET Group Co., Ltd. – Class A		212,900	$	910,361
Will Semiconductor Co., Ltd. Shanghai – Class A		83,000		1,256,740

				2,167,101

Software – 0.8%
Sinosoft Co., Ltd. – Class A		162,400		708,537


Technology Hardware, Storage & Peripherals – 1.7%
Anker Innovations Technology Co., Ltd. – Class A		71,000		875,643
Shenzhen Transsion Holdings Co., Ltd. – Class A		45,816		709,312

				1,584,955

				6,537,985

Health Care – 7.0%
Health Care Equipment & Supplies – 1.9%
Jiangsu Yuyue Medical Equipment & Supply Co., Ltd. – Class A		161,900		774,278
Shenzhen Mindray Bio-Medical Electronics Co., Ltd. – Class A		23,700		963,308

				1,737,586

Health Care Providers & Services – 2.0%
Jointown Pharmaceutical Group Co., Ltd. – Class A		1,778,252		1,868,792


Life Sciences Tools & Services – 1.2%
WuXi AppTec Co., Ltd. – Class H^(b)(c)		93,400		1,092,580


Pharmaceuticals – 1.9%
China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. – Class A		151,000		1,026,515
Sichuan Kelun Pharmaceutical Co., Ltd. – Class A		190,200		763,593

				1,790,108

				6,489,066

Consumer Staples – 6.5%
Beverages – 6.5%
Jiangsu King’s Luck Brewery JSC Ltd.		125,642		946,073
Kweichow Moutai Co., Ltd. – Class A		12,063		3,023,747
Tsingtao Brewery Co., Ltd. – Class H		162,000		1,070,479
Wuliangye Yibin Co., Ltd. – Class A		51,100		1,063,413

				6,103,712



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PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Energy – 5.7%
Energy Equipment & Services – 2.1%
China Oilfield Services Ltd. – Class H		1,794,000	$	1,927,776


Oil, Gas & Consumable Fuels – 3.6%
China Petroleum & Chemical Corp. – Class H		1,994,000		1,023,387
PetroChina Co., Ltd. – Class H		3,544,000		2,319,102

				3,342,489

				5,270,265

Materials – 4.9%
Metals & Mining – 4.9%
Aluminum Corp. of China Ltd. – Class H		2,606,000		1,287,010
Baoshan Iron & Steel Co., Ltd. – Class A		863,068		751,093
Zijin Mining Group Co., Ltd. – Class A		1,492,250		2,545,757

				4,583,860

Utilities – 2.8%
Gas Utilities – 2.2%
Kunlun Energy Co., Ltd.		2,162,000		1,997,790


Independent Power and Renewable Electricity Producers – 0.6%
China Longyuan Power Group Corp., Ltd. – Class H		773,000		578,135

				2,575,925

Total Common Stocks (cost $95,525,251)				92,489,812


SHORT-TERM INVESTMENTS – 1.3%
Investment Companies – 1.3%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 5.25%^(d)(e)(f) (cost $1,225,332)		1,225,332		1,225,332

Total Investments Before Security Lending Collateral for Securities Loaned – 100.4% (cost $96,750,583)				93,715,144

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 1.0%
Investment Companies – 1.0%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 5.25%^(d)(e)(f) (cost $919,803)		919,803		919,803


Total Investments – 101.4% (cost $97,670,386)				94,634,947
Other assets less liabilities – (1.4)%				(1,293,965	)


Net Assets – 100.0%			$	93,340,982



18 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)

(a)	Non-income producing security.

(b)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At November 30, 2023, the aggregate market value of these securities amounted to $6,845,600 or 7.3% of net assets.

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

(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.

Glossary:

ADR – American Depositary Receipt

JSC – Joint Stock Company

See notes to financial statements.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 19

STATEMENT OF ASSETS & LIABILITIES

November 30, 2023


Assets
Investments in securities, at value Unaffiliated issuers (cost $95,525,251)	$	92,489,812	^(a)
Affiliated issuers (cost $2,145,135—including investment of cash collateral for securities loaned of $919,803)		2,145,135
Foreign currencies, at value (cost $102,818)		104,189
Receivable from Adviser		14,605
Unaffiliated dividends receivable		9,890
Receivable for capital stock sold		9,530
Affiliated dividends receivable		2,828

Total assets		94,775,989

Liabilities
Due to Custodian		67
Payable for collateral received on securities loaned		919,803
Payable for capital stock redeemed		208,573
Custody and accounting fees payable		79,950
Advisory fee payable		73,686
Administrative fee payable		55,792
Directors’ fee payable		4,618
Transfer Agent fee payable		3,000
Distribution fee payable		132
Accrued expenses		89,386

Total liabilities		1,435,007

Net Assets	$	93,340,982

Composition of Net Assets
Capital stock, at par	$	1,275
Additional paid-in capital		148,715,975
Accumulated loss		(55,376,268	)

	$	93,340,982

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


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	645,453		88,421	$	7.30	*

Advisor	$	92,695,529		12,657,434	$	7.32

(a)	Includes securities on loan with a value of $874,064 (See Note E).

*	The maximum offering price per share for Class A shares was $7.62 which reflects a sales charge of 4.25%.

See notes to financial statements.



20 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

STATEMENT OF OPERATIONS

Year Ended November 30, 2023


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $296,598)	$	3,098,757
Affiliated issuers		51,304
Securities lending income		7,476
Other income		2,357		$	3,159,894

Expenses
Advisory fee (see Note B)		1,087,792
Transfer agency-Class A		283
Transfer agency-Advisor Class		24,297
Distribution fee-Class A		3,384
Custody and accounting		112,663
Administrative		110,903
Audit and tax		62,526
Legal		40,018
Registration fees		39,074
Printing		27,291
Directors’ fees		18,370
Miscellaneous		21,248

Total expenses		1,547,849
Less: expenses waived and reimbursed by the Adviser (see Note B and Note E)		(113,594	)

Net expenses					1,434,255

Net investment income					1,725,639

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net realized loss on:
Investment transactions					(23,630,312	)
Foreign currency transactions					(23,912	)
Net change in unrealized appreciation on:
Investments					12,955,740
Foreign currency denominated assets and liabilities					5,205

Net loss on investment and foreign currency transactions					(10,693,279	)

Net Decrease in Net Assets from Operations				$	(8,967,640	)

See notes to financial statements.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 21

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30, 2023			Year Ended November 30, 2022
Increase (Decrease) in Net Assets from Operations
Net investment income	$	1,725,639		$	1,724,795
Net realized loss on investment and foreign currency transactions		(23,654,224	)		(29,306,270	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency denominated assets and liabilities		12,960,945			(28,420,309	)

Net decrease in net assets from operations		(8,967,640	)		(56,001,784	)
Distributions to Shareholders
Class A		(18,169	)		(31,498	)
Advisor Class		(1,653,730	)		(3,221,789	)
Capital Stock Transactions
Net decrease		(18,527,777	)		(5,492,494	)

Total decrease		(29,167,316	)		(64,747,565	)
Net Assets
Beginning of period		122,508,298			187,255,863

End of period	$	93,340,982		$	122,508,298

See notes to financial statements.



22 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS

November 30, 2023

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 11 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 All China 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 C, 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%. 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 market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Company’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Company’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Company’s portfolio investments, subject to the Board’s oversight.

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 ALL CHINA EQUITY PORTFOLIO ^\| 23

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. 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 pricing for securities primarily traded in non-U.S. markets because most foreign markets



24 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 25

NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2023:

Investments in
Securities

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks:

Consumer Discretionary

3,759,720

21,204,591

– 0

–

24,964,311

Financials

– 0

–

15,977,530

– 0

–

15,977,530

Communication Services

– 0

–

10,091,753

– 0

–

10,091,753

Industrials

894,870

9,000,535

– 0

–

9,895,405

Information Technology

– 0

–

6,537,985

– 0

–

6,537,985

Health Care

1,868,792

4,620,274

– 0

–

6,489,066

Consumer Staples

– 0

–

6,103,712

– 0

–

6,103,712

Energy

– 0

–

5,270,265

– 0

–

5,270,265

Materials

– 0

–

4,583,860

– 0

–

4,583,860

Utilities

– 0

–

2,575,925

– 0

–

2,575,925

Short-Term Investments:

Investment Companies

1,225,332

– 0

–

– 0

–

1,225,332

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

919,803

– 0

–

– 0

–

919,803

Total Investments in Securities

8,668,517

85,966,430

^†

– 0

–

94,634,947

Other Financial Instruments*

– 0

–

– 0

–

– 0

–

– 0

–

Total

8,668,517

85,966,430

– 0

–

94,634,947

^†	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, written options and written swaptions 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.



26 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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. The Fund’s investments in Chinese securities may be subject to a 10% Chinese Withholding Income Tax (“WIT”) on any dividends, interest or other income from Chinese sources, unless the statutory WIT of 10% is subject to reduction or exemption in accordance with the applicable tax treaty signed with China or domestic regulation.

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. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 27

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 .95% of 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 1.50% and 1.25% of the daily average net assets for Class A and Advisor Class, respectively. For the year ended November 30, 2023, such reimbursements/waivers amounted to $112,034. The Expense Caps may not be terminated by the Adviser before February 28, 2024.

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 November 30, 2023, the reimbursement for such services amounted to $110,903.

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 $18,001 for the year ended November 30, 2023.



28 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 no front-end sales charges from the sale of Class A shares and received no contingent deferred sales charges imposed upon redemptions by shareholders of Class A for the year ended November 30, 2023.

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 had 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, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. 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 November 30, 2023, such waiver amounted to $1,286.

A summary of the Fund’s transactions in AB mutual funds for the year ended November 30, 2023 is as follows:


Fund	Market Value 11/30/22 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 11/30/23 (000)		Dividend Income (000)
Government Money Market Portfolio	$	4,845	$	33,874	$	37,494	$	1,225	$	51
Government Money Market Portfolio*		320		10,521		9,921		920		5

Total							$	2,145	$	56

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

NOTE C

Distribution Services Agreement



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 29

NOTES TO FINANCIAL STATEMENTS (continued)

attributable to Class A 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. 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 November 30, 2023, were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	95,977,811		$	110,685,267
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	$	100,254,987

Gross unrealized appreciation	$	8,564,741
Gross unrealized depreciation		(14,184,781	)

Net unrealized depreciation	$	(5,620,040	)

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 November 30, 2023.

2. Currency Transactions



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NOTES TO FINANCIAL STATEMENTS (continued)

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. If 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 dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. 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



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NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2023 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
$	874,064	$	919,803	$	– 0	–	$	2,082	$	5,394	$	274

*	As of November 30, 2023.

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 November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2023			Year Ended November 30, 2022

Class A
Shares sold		321			22,957		$	3,000		$	250,000

Shares issued in reinvestment of dividends and distributions		2,265			2,820			18,169			31,497

Shares redeemed		(119,234	)		(7,305	)		(907,345	)		(55,004	)

Net increase (decrease)		(116,648	)		18,472		$	(886,176	)	$	226,493


Advisor Class
Shares sold		1,489,758			3,720,101		$	11,863,731		$	36,797,443

Shares issued in reinvestment of dividends and distributions		187,274			274,217			1,501,937			3,065,746

Shares redeemed		(3,988,575	)		(5,043,966	)		(31,007,269	)		(45,582,176	)

Net decrease		(2,311,543	)		(1,049,648	)	$	(17,641,601	)	$	(5,718,987	)



32 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

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 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) and regional and global conflicts, that affect large portions of the market. It includes the risk that a particular style of investing 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. Investments in emerging market countries such as China may involve more risk than investments in developed countries because the markets in emerging market countries are less developed and less liquid and are subject to increased economic, political, regulatory, or other uncertainties. In addition, the value of the Fund’s investments may decline because of factors such as unfavorable or unsuccessful government actions and reduction in government or central bank support.

China/Single Country Risk—Investments in issuers located in a particular country or geographic region may have more risk because of particular market factors affecting that country or region, including political instability, geopolitical risks or unpredictable economic conditions. Risks of investments in securities of companies economically tied to China may include the volatility of the Chinese stock market; the Chinese economy’s heavy dependence on exports, which may be affected adversely by trade barriers or disputes or may decrease, sometimes significantly, when the world economy weakens; and the continuing importance of the role of the Chinese Government, which may take legal or regulatory actions that affect the contractual arrangements of a company or economic and market practices, and cause the value of the securities of an issuer held by the Fund to decrease significantly. While the Chinese economy has grown at a rapid rate in recent years, the rate of growth has been declining, and there can be no assurance that China’s economy will continue to grow in the future. Investments in China A shares are subject to various licenses and quotas that may restrict daily trading and to additional risks that could affect liquidity compared to investments in companies in developed markets. Risks of investments in companies based in Hong Kong include heavy reliance on the Chinese economy, plus regional Asian and global economies such as the U.S., which makes these investments vulnerable to changes in these economies.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 33

NOTES TO FINANCIAL STATEMENTS (continued)

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments in equity securities denominated in foreign currencies or reduce the Fund’s returns. Emerging market currencies may be more volatile and less liquid, and subject to significantly greater risk of currency controls and convertibility restrictions, than currencies of developed countries.

Depositary Receipts Risk—Investing in depositary receipts involves risks that are similar to the risks of direct investments in foreign securities. For example, investing in depositary receipts may involve risks relating to political, economic or regulatory conditions in foreign countries. In addition, the issuers of the securities underlying certain depositary receipts are under no obligation to distribute shareholder communications or pass through any voting rights with respect to the deposited securities to the holders of such receipts.

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell. Difficulty in selling such investments may result in sales at disadvantageous prices affecting the value of your investment in the Fund. Causes of illiquid investments risk may include low trading volumes and large positions. Foreign fixed-income securities may have more illiquid investments risk because secondary trading markets for these securities may be smaller and less well-developed and the securities may trade less frequently. Illiquid investments risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

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 consumer discretionary 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 Replacement Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that recently transitioned from the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. LIBOR’s administrator, ICE Benchmark Administration, ceased publishing most LIBOR settings (including some U.S. LIBOR settings) by the end of 2021 and the remaining (and most widely used) U.S. Dollar LIBOR settings after June 30, 2023. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will permit the use of synthetic U.S. Dollar LIBOR rates for non-U.S. contracts through September 30, 2024, but any such rates would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to



34 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market. There is no assurance that the composition or characteristics of SOFR or any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that the market for SOFR-linked financial instruments will have the same volume or liquidity as did the market for LIBOR-linked financial instruments prior to LIBOR’s discontinuance or unavailability. Neither the long-term effects of the LIBOR transition process nor its ultimate success can yet be known.

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. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

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 related to redemptions and other short term liquidity requirements, subject to certain restrictions. 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 November 30, 2023.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2023 and November 30, 2022 were as follows:


	2023			2022
Distributions paid from:
Ordinary income	$	1,671,899		$	2,021,848
Long-term capital gains		– 0	–		1,231,439

Total taxable distributions paid	$	1,671,899		$	3,253,287



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 35

NOTES TO FINANCIAL STATEMENTS (continued)

As of November 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:


Undistributed ordinary income	$	2,322,088
Accumulated capital and other losses		(52,079,687	)^(a)
Unrealized appreciation (depreciation)		(5,618,669	)^(b)

Total accumulated earnings (deficit)	$	(55,376,268	)

(a)	As of November 30, 2023, the Fund had a net capital loss carryforward of $52,079,687.

(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 November 30, 2023, the Fund had a net short-term capital loss carryforward of $23,040,632 and a net long-term capital loss carryforward of $29,039,055, 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

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE K

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.



36 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

FINANCIAL HIGHLIGHTS

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


	Class A
	Year Ended November 30,
	2023			2022			2021			2020			2019


Net asset value, beginning of period		$ 8.04			$ 11.51			$ 12.58			$ 10.02			$ 8.37

Income From Investment Operations

Net investment income^(a)(b)		.10			.08			.09			.04			.10

Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.75	)		(3.38	)		(1.13	)		2.62			1.55

Net increase (decrease) in net asset value from operations		(.65	)		(3.30	)		(1.04	)		2.66			1.65

Less: Dividends and Distributions

Dividends from net investment income		(.09	)		(.09	)		(.03	)		(.10	)		– 0	–

Distributions from net realized gain on investment and foreign currency transactions		– 0	–		(.08	)		– 0	–		– 0	–		– 0	–

Total dividends and distributions		(.09	)		(.17	)		(.03	)		(.10	)		– 0	–

Net asset value, end of period		$ 7.30			$ 8.04			$ 11.51			$ 12.58			$ 10.02

Total Return

Total investment return based on net asset value^(c)		(8.20	)%		(29.09	)%		(8.30	)%		26.73	%		19.71	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)		$645			$1,650			$2,148			$2,355			$1,859

Ratio to average net assets of:

Expenses, net of waivers/reimbursements		1.50	%		1.50	%		1.44	%		1.50	%		1.50	%

Expenses, before waivers/reimbursements		1.59	%		1.50	%		1.45	%		1.56	%		1.93	%

Net investment income^(b)		1.30	%		.87	%		.70	%		.40	%		1.00	%

Portfolio turnover rate		86	%		57	%		75	%		74	%		62	%

See footnote summary on page 38.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 37

FINANCIAL HIGHLIGHTS (continued)

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


	Advisor Class
	Year Ended November 30,
	2023			2022			2021			2020			2019


Net asset value, beginning of period		$ 8.07			$ 11.56			$ 12.63			$ 10.05			$ 8.38

Income From Investment Operations

Net investment income^(a)(b)		.12			.10			.14			.08			.12

Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.76	)		(3.39	)		(1.15	)		2.62			1.55

Net increase (decrease) in net asset value from operations		(.64	)		(3.29	)		(1.01	)		2.70			1.67

Less: Dividends and Distributions

Dividends from net investment income		(.11	)		(.12	)		(.06	)		(.12	)		– 0	–

Distributions from net realized gain on investment and foreign currency transactions		– 0	–		(.08	)		– 0	–		– 0	–		– 0	–

Total dividends and distributions		(.11	)		(.20	)		(.06	)		(.12	)		– 0	–

Net asset value, end of period		$ 7.32			$ 8.07			$ 11.56			$ 12.63			$ 10.05

Total Return

Total investment return based on net asset value^(c)		(8.02	)%		(28.93	)%		(8.07	)%		27.12	%		19.93	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)		$92,696			$120,858			$185,108			$140,401			$87,498

Ratio to average net assets of:

Expenses, net of waivers/reimbursements		1.25	%		1.25	%		1.20	%		1.25	%		1.25	%

Expenses, before waivers/reimbursements		1.35	%		1.25	%		1.20	%		1.31	%		1.67	%

Net investment income^(b)		1.51	%		1.11	%		1.06	%		.69	%		1.28	%

Portfolio turnover rate		86	%		57	%		75	%		74	%		62	%

(a)	Based on average shares outstanding.

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

(c)

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.



38 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

AB All China Equity Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB All China Equity Portfolio (the “Fund”) (one of the portfolios constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of November 30, 2023, 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 portfolios constituting AB Cap Fund, Inc.) at November 30, 2023, 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 ALL CHINA EQUITY PORTFOLIO ^\| 39

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. 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.

LOGO

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

New York, New York

January 26, 2024



40 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

2023 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 November 30, 2023.

For the taxable year ended November 30, 2023, the Fund designates 100% as the maximum amount that may be considered qualified dividend income for individual shareholders. For corporate shareholders, 36.43% of dividends paid qualify for the dividends received deduction.

The Fund intends to make an election to pass through foreign taxes to its shareholders. For the taxable year ended November 30, 2023, $296,598 of foreign taxes may be passed through and the associated foreign source income for information reporting purposes is $3,396,606.

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 2024.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 41

BOARD OF DIRECTORS

Garry L. Moody⁽¹⁾,

Chairman

Jorge A. Bermudez⁽¹⁾

Michael J. Downey⁽¹⁾

Onur Erzan, President and Chief Executive Officer

Nancy P. Jacklin⁽¹⁾

Jeanette W. Loeb⁽¹⁾

Carol C. McMullen⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Emilie D. Wrapp, Advisory Board Member

OFFICERS

John Lin⁽²⁾, Vice President

Stuart Rae⁽²⁾, Vice President

Nancy E. Hay, Secretary

Michael B. Reyes, Senior Vice President

Stephen M. Woetzel, Treasurer and Chief Financial Officer

Jennifer Friedland, Chief Compliance Officer

Phyllis J. Clarke, Controller

Custodian and Accounting Agent

Brown Brothers Harriman & Co.

50 Post Office Square

Boston, MA 02110

Principal Underwriter

AllianceBernstein Investments, Inc.

501 Commerce Street

Nashville, TN 37203

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

Transfer Agent

AllianceBernstein Investor

Services, Inc.

P.O. Box 786003

San Antonio, TX 78278

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 China Equity Team. Messrs. Lin and Rae are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.



42 ^\| AB ALL CHINA 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 AND 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

Onur Erzan,⁺ 1345 Avenue of the Americas New York, NY 10105 48 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group, and Head of Private Wealth. He oversees AB’s entire private wealth management business, third-party institutional, and retail franchise, where he is responsible for all client services, sales, and marketing, as well as product strategy, management, and development worldwide. Director, President, and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent over 19 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.		82	None



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 43

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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

Garry L. Moody,^# Chairman of the Board 71 (2018)	Private Investor since prior to 2019. 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 served as a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council from October 2019 through September 2023, where he also served as Chairman of the Governance Committee from October 2021 through September 2023. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.		82	None



44 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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,^# 72 (2020)	Private Investor since prior to 2019. 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 (July 2017 – June 2018) of the Texas A&M Foundation Board of Trustees (Trustee 2014-2021) 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; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.		82	Moody’s Corporation since April 2011


Michael J. Downey,^# 80 (2018)	Private Investor since prior to 2019. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) from 2002 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.		82	None



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 45

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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,^# 75 (2018)	Private Investor since prior to 2019. 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 served as Chair of the Governance and Nominating Committees of the AB Funds from 2014 to August 2023.		82	None



46 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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)

Jeanette W. Loeb,^# 71 (2020)	Private Investor since prior to 2019. Director of New York City Center since 2005. Formerly, Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to April 2023. She was a director of MidCap Financial Investment Corp. (business development company) from August 2011 to July 2023 and a director of AB Multi-Manager Alternative Fund (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 and serves as Chair of the Governance and Nominating Committees of the AB Funds since August 2023.		82	None



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 47

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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,^# 68 (2018)	Private Investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, Managing Director of Slalom Consulting (consulting) from 2014 until July 2023; member, Mass General Brigham (formerly, 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 and serves as Chair of the Audit Committees of such funds since February 2023.		82	None



48 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

MANAGEMENT OF THE FUND (continued)


NAME, *ADDRESS AND 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)

Marshall C. Turner, Jr.^# 82 (2018)	Private Investor since prior to 2019. He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment) from 2003 through 2006. 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 board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.		82	None

ADVISORY BOARD MEMBER

Emilie D. Wrapp,⁺ 68 (2024)	Former Senior Vice President, Counsel, Assistant Secretary & Senior Mutual Fund Legal Advisor of the Adviser (January 2023-June 2023). Prior thereto, Senior Vice President, Counsel, and Head of Mutual Fund & Retail Legal of the Adviser; Assistant General Counsel and Assistant Secretary of ABI since prior to 2019 until June 2023.		82	None



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 49

MANAGEMENT OF THE FUND (continued)

*	The address for each of the Fund’s disinterested Directors and Advisory Board member 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 and Advisory Board member.

***

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. Erzan 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. Ms. Wrapp is an “interested person” of the Fund, as defined in the 1940 Act, due to her former role with the Adviser.

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



50 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

MANAGEMENT OF THE FUND (continued)

Officer Information

Certain information concerning the Fund’s officers is set forth below.


NAME, ADDRESS,* AND AGE	POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST 5 YEARS
Onur Erzan 48	President and Chief Executive Officer	See biography above.

John Lin 46	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2019. He is also Chief Investment Officer of China Equities.

Stuart Rae 58	Vice President	Senior Vice President and Chief Investment Officer of Asia-Pacific Value Equities of the Adviser**, with which he has been associated since prior to 2019. He is also Chief Investment Officer of Emerging Markets Value Equities since 2023.

Nancy E. Hay 51	Secretary	Senior Vice President and Counsel of the Adviser, with which she has been associated since prior to 2019 and Assistant Secretary of ABI.

Michael B. Reyes 47	Senior Vice President	Vice President of the Adviser**, with which he has been associated since prior to 2019.

Stephen M. Woetzel 52	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2019.

Phyllis J. Clarke 63	Controller	Vice President of ABIS**, with which she has been associated since prior to 2019.

Jennifer Friedland 49	Chief Compliance Officer	Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from 2013 until 2019.

*	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.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 51

Operation and Effectiveness of the Funds’ 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/Trustees (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 2023, which covered the period January 1, 2022 through December 31, 2022 (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, incorporating 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 Funds’ LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions



52 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 53

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 All China Equity Portfolio (the “Fund”) at a meeting held in-person on May 2-4, 2023 (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 Vice President of 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 a portion of its assets.

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



54 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

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 at the request of the directors. 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 2021 and 2022 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. 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 fund 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



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 55

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 Fund’s 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 provider (the “15(c) service provider”), showing the performance of the Advisor Class 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 Advisor Class shares against a broad-based securities market index, in each case for the 1-and 3-year periods ended February 28, 2023 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. Taking 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 noted that the Adviser’s total rate of compensation was close to the median.



56 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

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 Vice President 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 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.

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



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 57

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 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.



58 ^\| AB ALL CHINA 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

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

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

Global Core Equity Portfolio

International Low Volatility Equity Portfolio¹

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Short Duration High Yield Portfolio¹

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Conservative Buffer ETF

Core Plus Bond ETF

Corporate Bond ETF

Disruptors ETF

High Yield ETF

Tax-Aware Intermediate Municipal ETF

Tax-Aware Long Municipal ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Large Cap Strategic Equities ETF

US Low Volatility Equity ETF

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.

1	Prior to July 5, 2023, International Low Volatility Equity Portfolio was named International Strategic Core Portfolio and Short Duration High Yield Portfolio was named Limited Duration High Income Portfolio.



abfunds.com		AB ALL CHINA EQUITY PORTFOLIO ^\| 59

NOTES



60 ^\| AB ALL CHINA EQUITY PORTFOLIO		abfunds.com

LOGO

AB ALL CHINA EQUITY PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

ACE-0151-1123 LOGO

NOV^11.30.23

LOGO

ANNUAL REPORT

AB SMALL CAP VALUE PORTFOLIO

LOGO



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

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

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’re pleased to provide this report for the AB Small Cap Value Portfolio (the “Fund”). Please review the discussion of Portfolio performance, the market conditions during the reporting period and the Portfolio’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

⁺

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

⁺

Applying differentiated investment insights through a connected global research network

⁺

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

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

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 1

ANNUAL REPORT

January 16, 2024

This report provides management’s discussion of fund performance for the AB Small Cap Value Portfolio for the annual reporting period ended November 30, 2023.

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

NAV RETURNS AS OF NOVEMBER 30, 2023 (unaudited)



	6 Months		12 Months

AB SMALL CAP VALUE PORTFOLIO

Class A Shares		4.77%		-9.52%

Class C Shares		4.33%		-10.16%

Advisor Class Shares¹		4.97%		-9.22%

Russell 2000 Value Index		7.37%		-4.73%

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Russell 2000 Value Index, for the six- and 12-month periods ended November 30, 2023.

All share classes of the Fund underperformed the benchmark for both periods, before sales charges. During the 12-month period, overall security selection drove underperformance, relative to the benchmark. Security selection within financials and energy detracted the most, while selection within communication services and materials contributed. Sector selection was positive. An overweight to industrials and an underweight to health care helped offset losses from an underweight to energy and an overweight to technology.

During the six-month period, overall security selection drove underperformance, mainly due to selection within industrials and real estate. Security selection within financials and technology contributed. Sector selection also detracted, as contributions from an underweight to health care and an overweight to industrials were offset by an overweight to technology and an underweight to financials.

The Fund did not use derivatives during either period.



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MARKET REVIEW AND INVESTMENT STRATEGY

US, international and emerging-market stocks rose during the 12-month period ended November 30, 2023. Early in the period, aggressive central bank tightening—led by the US Federal Reserve—pressured global equity markets. Bouts of volatility continued as central banks reduced and then began to pause rate hikes but reiterated hawkish higher-for-longer rhetoric that weighed on sentiment. Later in the period, stronger-than-expected third-quarter economic growth triggered a rapid rise in bond yields—especially the 10-year US Treasury note, which briefly crossed the 5% threshold for the first time in 16 years. Headwinds from higher Treasury yields, conflict in the Middle East and mixed third-quarter earnings weighed on investor sentiment globally and briefly sent all major indices into correction territory. As the period ended, equity markets rallied sharply as Treasury yields eased, soft-landing optimism accelerated and the prospect of 2024 rate cuts gained momentum, underpinned by a rapid deceleration of inflation and softening economic data. Within large-cap markets, both growth- and value-oriented stocks rose, but growth outperformed value by a wide margin, led by the technology sector and artificial intelligence optimism. Large-cap stocks rose, significantly outperforming small-cap stocks, which declined.

The Fund’s Senior Investment Management Team (the “Team”) seeks to invest opportunistically in what it considers to be undervalued companies with solid fundamentals and attractive long-term earnings prospects. The Fund’s emphasis continues to be at the stock-specific level, as the Team looks for companies that offer compelling valuation, strong free cash flow and significant company-level catalysts.

INVESTMENT POLICIES

The Fund invests primarily in a portfolio of equity securities of small-capitalization US companies. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of small-capitalization companies. For purposes of this policy, small-capitalization companies are those that, at the time of investment, fall within the capitalization range between the smallest company in the Russell 2000 Value Index and the greater of $2.5 billion or the largest company in the Russell 2000 Value Index.

The Fund invests in companies that are determined by the Adviser to be undervalued, using the Adviser’s fundamental value approach. In selecting securities for the Fund, the Adviser uses its fundamental and quantitative research to identify companies whose long-term earnings power is not reflected in the current market price of the securities.

The Adviser seeks to manage the overall portfolio volatility relative to the Russell 2000 Value Index by favoring promising securities that offer the best balance between return and targeted risk.



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DISCLOSURES AND RISKS

Benchmark Disclosure

The Russell 2000^® Value Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2000 Value Index represents the performance of small-cap value companies within the US. 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

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

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 financials 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.

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



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DISCLOSURES AND RISKS (continued)

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 SMALL CAP VALUE PORTFOLIO ^\| 5

HISTORICAL PERFORMANCE

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

12/3/2014¹ TO 11/30/2023

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Small Cap Value Portfolio Class A shares (from 12/3/2014¹ to 11/30/2023) 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: 12/3/2014.



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HISTORICAL PERFORMANCE (continued)

AVERAGE ANNUAL RETURNS AS OF NOVEMBER 30, 2023 (unaudited)



	NAV Returns		SEC Returns (reflects applicable sales charges)

CLASS A SHARES

1 Year		-9.52%		-13.36%

5 Years		3.67%		2.77%

Since Inception¹		5.47%		4.97%

CLASS C SHARES

1 Year		-10.16%		-11.02%

5 Years		2.91%		2.91%

Since Inception^1,2		4.70%		4.70%

ADVISOR CLASS SHARES³

1 Year		-9.22%		-9.22%

5 Years		3.93%		3.93%

Since Inception¹		5.74%		5.74%

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.16%, 1.92% and 0.91% 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: 12/3/2014.

2	Assumes conversion of Class C shares into Class A shares after eight years.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 7

HISTORICAL PERFORMANCE (continued)

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

DECEMBER 31, 2023 (unaudited)



	SEC Returns (reflects applicable sales charges)

CLASS A SHARES

1 Year		2.90%

5 Years		7.85%

Since Inception¹		6.19%

CLASS C SHARES

1 Year		5.70%

5 Years		8.01%

Since Inception^1,2		5.91%

ADVISOR CLASS SHARES³

1 Year		7.83%

5 Years		9.08%

Since Inception¹		6.97%

1	Inception date: 12/3/2014.

2	Assumes conversion of Class C shares into Class A shares after eight years.



8 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

EXPENSE EXAMPLE

(unaudited)

As a shareholder of a mutual fund, you may 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 in this line, 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 in the first line 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 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.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 9

EXPENSE EXAMPLE (continued)


	Beginning Account Value June 1, 2023		Ending Account Value November 30, 2023		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,047.70	$	6.01		1.17	%
Hypothetical**	$	1,000	$	1,019.20	$	5.92		1.17	%
Class C
Actual	$	1,000	$	1,043.30	$	9.89		1.93	%
Hypothetical**	$	1,000	$	1,015.39	$	9.75		1.93	%
Advisor Class
Actual	$	1,000	$	1,049.70	$	4.73		0.92	%
Hypothetical**	$	1,000	$	1,020.46	$	4.66		0.92	%

*	Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period), respectively.

**	Assumes 5% annual return before expenses.



10 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

PORTFOLIO SUMMARY

November 30, 2023 (unaudited)

PORTFOLIO STATISTICS

Net Assets ($mil): $584.1

LOGO

TEN LARGEST HOLDINGS²



Company	U.S. $ Value		Percent of Net Assets

IDACORP, Inc.	$	10,067,362		1.7	%

Magnolia Oil & Gas Corp. – Class A		9,235,346		1.6

Dycom Industries, Inc.		8,802,878		1.5

WSFS Financial Corp.		8,427,507		1.4

Goodyear Tire & Rubber Co. (The)		8,422,451		1.4

STAG Industrial, Inc.		8,381,873		1.4

ArcBest Corp.		8,348,425		1.4

Genesco, Inc.		8,174,314		1.4

First Busey Corp.		8,096,335		1.4

Haynes International, Inc.		8,071,844		1.4

	$	86,028,335		14.6	%

1	The Fund’s sector breakdown is expressed as a percentage of total investments and may vary over time.

2	Long-term investments.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 11

PORTFOLIO OF INVESTMENTS

November 30, 2023


Company	Shares		U.S. $ Value

COMMON STOCKS – 99.4%
Financials – 20.0%
Banks – 17.5%
1st Source Corp.		116,630	$	5,636,728
Associated Banc-Corp.		291,462		5,170,536
Bank of Marin Bancorp		141,519		2,721,410
BankUnited, Inc.		161,453		4,454,488
Berkshire Hills Bancorp, Inc.		242,639		5,078,434
Carter Bankshares, Inc.^(a)		301,785		3,781,366
Comerica, Inc.		148,045		6,694,595
First BanCorp./Puerto Rico		497,406		7,461,090
First Busey Corp.		373,103		8,096,335
HarborOne Bancorp, Inc.		481,565		5,311,662
Heritage Financial Corp./WA		288,776		5,145,988
Nicolet Bankshares, Inc.		51,240		3,774,338
Pacific Premier Bancorp, Inc.		185,610		4,179,937
Peoples Bancorp, Inc./OH		154,171		4,537,253
Premier Financial Corp.		370,749		7,403,858
Texas Capital Bancshares, Inc.^(a)		132,579		7,275,936
TriCo Bancshares		196,329		6,757,644
WSFS Financial Corp.		218,499		8,427,507

				101,909,105

Capital Markets – 1.1%
Moelis & Co. – Class A		134,364		6,375,572


Insurance – 1.4%
Hanover Insurance Group, Inc. (The)		40,090		4,983,187
Selective Insurance Group, Inc.		32,721		3,327,398

				8,310,585

				116,595,262

Industrials – 19.9%
Aerospace & Defense – 1.1%
Spirit AeroSystems Holdings, Inc. – Class A^(a)(b)		241,185		6,630,176


Commercial Services & Supplies – 1.3%
ABM Industries, Inc.		183,950		7,540,111


Construction & Engineering – 4.8%
Dycom Industries, Inc.^(a)		84,749		8,802,878
Fluor Corp.^(a)		155,401		5,909,900
Great Lakes Dredge & Dock Corp.^(a)		931,115		6,257,093
MasTec, Inc.^(a)		116,395		7,058,193

				28,028,064

Electrical Equipment – 1.2%
Encore Wire Corp.		39,131		7,211,843


Ground Transportation – 1.4%
ArcBest Corp.		70,043		8,348,425



12 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Machinery – 4.1%
Blue Bird Corp.^(a)		334,614	$	6,384,435
Hillman Solutions Corp.^(a)		862,024		6,310,016
REV Group, Inc.		431,240		6,809,280
Shyft Group, Inc. (The)		403,292		4,464,442

				23,968,173

Marine Transportation – 1.0%
Star Bulk Carriers Corp.		282,344		6,002,633


Passenger Airlines – 1.1%
Alaska Air Group, Inc.^(a)		161,470		6,105,181


Professional Services – 2.6%
ICF International, Inc.		51,001		7,137,590
Korn Ferry		152,790		7,905,355

				15,042,945

Trading Companies & Distributors – 1.3%
Herc Holdings, Inc.		60,100		7,431,966

				116,309,517

Information Technology – 15.0%
Communications Equipment – 2.2%
Calix, Inc.^(a)		162,239		6,260,803
Casa Systems, Inc.^(a)		695,253		388,785
Harmonic, Inc.^(a)		580,030		6,415,132

				13,064,720

Electronic Equipment, Instruments & Components – 2.6%
Belden, Inc.		72,583		4,822,415
Crane NXT Co.		85,890		4,419,899
TTM Technologies, Inc.^(a)		399,089		5,990,326

				15,232,640

IT Services – 1.0%
Grid Dynamics Holdings, Inc.^(a)		473,413		6,002,877


Semiconductors & Semiconductor Equipment – 6.6%
Amkor Technology, Inc.		263,249		7,415,724
Cohu, Inc.^(a)		166,990		5,298,593
FormFactor, Inc.^(a)		112,459		4,226,209
Ichor Holdings Ltd.^(a)		187,362		4,895,769
MagnaChip Semiconductor Corp.^(a)		487,448		3,212,282
SMART Global Holdings, Inc.^(a)		389,494		6,488,970
Synaptics, Inc.^(a)		65,911		6,672,830

				38,210,377

Software – 2.6%
A10 Networks, Inc.		338,199		4,224,106
ACI Worldwide, Inc.^(a)		230,405		6,161,030



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 13

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

CommVault Systems, Inc.^(a)		60,802	$	4,473,811

				14,858,947

				87,369,561

Consumer Discretionary – 11.6%
Automobile Components – 2.5%
Dana, Inc.		500,412		6,610,443
Goodyear Tire & Rubber Co. (The)^(a)		606,368		8,422,451

				15,032,894

Automobiles – 1.2%
Winnebago Industries, Inc.		106,310		6,870,815


Diversified Consumer Services – 1.2%
Adtalem Global Education, Inc.^(a)		120,735		6,878,273


Hotels, Restaurants & Leisure – 2.5%
Dine Brands Global, Inc.		106,625		4,634,989
Papa John’s International, Inc.		82,650		5,392,086
Six Flags Entertainment Corp.^(a)		183,176		4,561,082

				14,588,157

Household Durables – 2.1%
KB Home		110,430		5,753,403
Taylor Morrison Home Corp.^(a)		141,228		6,369,383

				12,122,786

Specialty Retail – 2.1%
Citi Trends, Inc.^(a)		172,740		4,125,031
Genesco, Inc.^(a)		218,740		8,174,314

				12,299,345

				67,792,270

Energy – 7.8%
Energy Equipment & Services – 2.5%
Cactus, Inc. – Class A		153,051		6,503,137
ChampionX Corp.		264,876		7,766,165

				14,269,302

Oil, Gas & Consumable Fuels – 5.3%
HF Sinclair Corp.		119,181		6,254,619
International Seaways, Inc.		170,477		7,780,570
Magnolia Oil & Gas Corp. – Class A		429,551		9,235,346
Northern Oil and Gas, Inc.		211,049		7,897,454

				31,167,989

				45,437,291

Real Estate – 7.7%
Diversified REITs – 0.9%
Broadstone Net Lease, Inc. – Class A		317,430		5,078,880


Hotel & Resort REITs – 1.2%
Ryman Hospitality Properties, Inc.		68,990		6,923,147



14 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Industrial REITs – 2.3%
First Industrial Realty Trust, Inc.		106,120	$	4,992,946
STAG Industrial, Inc.		233,804		8,381,873

				13,374,819

Residential REITs – 1.1%
Apartment Income REIT Corp.		212,837		6,623,488


Retail REITs – 1.3%
NETSTREIT Corp.		479,390		7,373,018


Specialized REITs – 0.9%
National Storage Affiliates Trust		165,190		5,482,656

				44,856,008

Health Care – 5.5%
Health Care Equipment & Supplies – 1.8%
Envista Holdings Corp.^(a)		171,782		3,897,733
Integra LifeSciences Holdings Corp.^(a)		165,340		6,479,675

				10,377,408

Health Care Providers & Services – 2.8%
Acadia Healthcare Co., Inc.^(a)		81,190		5,926,058
AMN Healthcare Services, Inc.^(a)		78,423		5,317,080
Pediatrix Medical Group, Inc.^(a)		611,956		5,128,191

				16,371,329

Life Sciences Tools & Services – 0.9%
Fortrea Holdings, Inc.^(a)		191,021		5,623,658

				32,372,395

Materials – 5.2%
Chemicals – 2.0%
AdvanSix, Inc.		187,636		4,902,928
Element Solutions, Inc.		332,631		6,971,946

				11,874,874

Containers & Packaging – 1.0%
Silgan Holdings, Inc.		135,369		5,647,595


Metals & Mining – 2.2%
ATI, Inc.^(a)		114,761		5,043,746
Haynes International, Inc.		164,463		8,071,844

				13,115,590

				30,638,059

Utilities – 2.8%
Electric Utilities – 2.8%
IDACORP, Inc.		104,325		10,067,362
Portland General Electric Co.		151,814		6,233,483

				16,300,845



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 15

PORTFOLIO OF INVESTMENTS (continued)


Company	Shares		U.S. $ Value

Consumer Staples – 2.1%
Food Products – 2.1%
Hain Celestial Group, Inc. (The)^(a)		445,099	$	4,704,696
Nomad Foods Ltd.^(a)		479,239		7,739,710

				12,444,406

Communication Services – 1.8%
Media – 1.8%
Criteo SA (Sponsored ADR)^(a)		206,957		5,157,368
Nexstar Media Group, Inc.		38,889		5,519,516

				10,676,884

Total Common Stocks (cost $603,371,280)				580,792,498


SHORT-TERM INVESTMENTS – 0.6%
Investment Companies – 0.6%
AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 5.25%^(c)(d)(e) (cost $3,263,583)		3,263,583		3,263,583


Total Investments – 100.0% (cost $606,634,863)				584,056,081
Other assets less liabilities – 0.0%				60,377


Net Assets – 100.0%			$	584,116,458

(a)	Non-income producing security.

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

(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.

Glossary:

ADR – American Depositary Receipt

REIT – Real Estate Investment Trust

See notes to financial statements.



16 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

STATEMENT OF ASSETS & LIABILITIES

November 30, 2023


Assets
Investments in securities, at value
Unaffiliated issuers (cost $603,371,280)	$	580,792,498	^(a)
Affiliated issuers (cost $3,263,583)		3,263,583
Cash		164
Unaffiliated dividends receivable		681,208
Receivable for capital stock sold		309,875
Affiliated dividends receivable		18,292
Receivable for investment securities sold		9,066
Receivable due from Advisor		521

Total assets		585,075,207

Liabilities
Advisory fee payable		374,177
Payable for capital stock redeemed		223,515
Custody and accounting fees payable		145,078
Administrative fee payable		42,925
Distribution fee payable		22,901
Directors’ fees payable		6,108
Transfer Agent fee payable		6,011
Accrued expenses		138,034

Total liabilities		958,749

Net Assets	$	584,116,458

Composition of Net Assets
Capital stock, at par	$	4,701
Additional paid-in capital		625,626,773
Accumulated loss		(41,515,016	)

Net Assets	$	584,116,458

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


Class	Net Assets		Shares Outstanding		Net Asset Value

A	$	112,083,915		9,119,488	$	12.29	*

C	$	266,340		23,036	$	11.56

Advisor	$	471,766,203		37,872,161	$	12.46

(a)	Includes securities on loan with a value of $761,473 (see Note E).

*	The maximum offering price per share for Class A shares was $12.84 which reflects a sales charge of 4.25%.

See notes to financial statements.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 17

STATEMENT OF OPERATIONS

Year Ended November 30, 2023


Investment Income
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $35,921)	$	9,702,066
Affiliated issuers		287,755
Interest		391
Securities lending income		17,398
Other income		12,081		$	10,019,691

Expenses
Advisory fee (see Note B)		4,942,460
Distribution fee—Class A		350,063
Distribution fee—Class C		2,867
Transfer agency—Class A		65,855
Transfer agency—Class C		160
Transfer agency—Advisor Class		225,017
Custody and accounting		99,203
Administrative		97,668
Audit and tax		54,042
Registration fees		50,761
Legal		45,609
Printing		32,906
Directors’ fees		24,746
Miscellaneous		31,319

Total expenses		6,022,676
Less: expenses waived and reimbursed by the Adviser (see Notes B & E)		(6,699	)

Net expenses					6,015,977

Net investment income					4,003,714

Realized and Unrealized Loss on Investment Transactions
Net realized loss on investment transactions					(18,579,430	)
Net change in unrealized appreciation (depreciation) of investments					(46,530,428	)

Net loss on investment transactions					(65,109,858	)

Net Decrease in Net Assets from Operations				$	(61,106,144	)



18 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended November 30, 2023			Year Ended November 30, 2022
Increase (Decrease) in Net Assets from Operations
Net investment income	$	4,003,714		$	4,759,542
Net realized gain (loss) on investment transactions		(18,579,430	)		27,324,555
Net change in unrealized appreciation (depreciation) of investments		(46,530,428	)		(81,148,317	)

Net decrease in net assets from operations		(61,106,144	)		(49,064,220	)
Distributions to Shareholders
Class A		(7,178,992	)		(12,622,602	)
Class C		(13,255	)		(34,142	)
Advisor Class		(23,826,862	)		(32,957,133	)
Capital Stock Transactions
Net increase (decrease)		(7,310,616	)		144,113,685

Total increase (decrease)		(99,435,869	)		49,435,588
Net Assets
Beginning of period		683,552,327			634,116,739

End of period	$	584,116,458		$	683,552,327



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 19

NOTES TO FINANCIAL STATEMENTS

November 30, 2023

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 (the “1940 Act”) as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 11 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 Small Cap Value 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 automatically convert to Class A shares eight 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 11 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 market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Company’s Board of Directors (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.



20 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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, 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. 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.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 21

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

•

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)



22 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2023:

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Common Stocks^(a)

580,792,498

– 0

–

– 0

–

580,792,498

Short-Term Investments

3,263,583

– 0

–

– 0

–

3,263,583

Total Investments in Securities

584,056,081

– 0

–

– 0

–

584,056,081

Other Financial Instruments^(b)

– 0

–

– 0

–

– 0

–

– 0

–

Total

584,056,081

– 0

–

– 0

–

584,056,081

^(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, written options and written swaptions which are valued at market value.}

3. Currency Translation

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.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 23

NOTES TO FINANCIAL STATEMENTS (continued)

4. Taxes

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 tax year 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

6. Class Allocations

7. Dividends and Distributions



24 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 .80% 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 transactions costs) on an annual basis (the “Expense Caps”) to 1.25%, 2.00%, and 1.00% of daily average net assets for Class A, Class C, and Advisor Class shares, respectively. For the year ended November 30, 2023, there were no such reimbursements. The Expense Caps may not be terminated by the Adviser before February 28, 2024.

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 $94 from the sale of Class A shares and received $0 and $117 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended November 30, 2023.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 25

NOTES TO FINANCIAL STATEMENTS (continued)

bears its own expenses. The Adviser had 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, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. 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 November 30, 2023, such waiver amounted to $6,629.

A summary of the Fund’s transactions in AB mutual funds for the year ended November 30, 2023 is as follows:


Fund	Market Value 11/30/22 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 11/30/23 (000)			Dividend Income (000)
Government Money Market Portfolio	$	6,161	$	170,101	$	172,998	$	3,264		$	288
Government Money Market Portfolio*		3,939		19,828		23,767		– 0	–		2

Total							$	3,264		$	290

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

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 amount of $602 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



26 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2023 were as follows:


	Purchases			Sales
Investment securities (excluding
U.S. government securities)	$	362,749,947		$	394,784,002
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	$	619,725,536

Gross unrealized appreciation	$	41,884,732
Gross unrealized depreciation		(77,554,187	)

Net unrealized depreciation	$	(35,669,455	)

1. Derivative Financial Instruments

The Fund did not engage in derivatives transactions for the year ended November 30, 2023.

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).



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 27

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. If 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 dividend income or other distributions from the securities; however, these distributions will not be afforded the same preferential tax treatment as qualified dividends. 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



28 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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 November 30, 2023 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
$	761,473	$	– 0	–	$	747,563	$	15,550	$	1,848	$	70

*	As of November 30, 2023.

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 November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2023			Year Ended November 30, 2022

Class A
Shares sold		352,586			726,154		$	4,471,864		$	10,581,250

Shares issued in reinvestment of dividends and distributions		529,215			764,816			6,879,789			12,259,992

Shares converted from Class C		– 0	–		2,016			– 0	–		27,881

Shares redeemed		(3,178,729	)		(926,722	)		(40,179,229	)		(13,231,989	)

Net increase (decrease)		(2,296,928	)		566,264		$	(28,827,576	)	$	9,637,134


Class C
Shares sold		0	^(a)		2,900		$	0	^(b)	$	42,240

Shares issued in reinvestment of distributions		783			1,867			9,651			28,420

Shares converted to Class A		– 0	–		(2,129	)		– 0	–		(27,881	)

Shares redeemed		(2,330	)		(8,655	)		(28,392	)		(110,788	)

Net decrease		(1,547	)		(6,017	)	$	(18,741	)	$	(68,009	)



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 29

NOTES TO FINANCIAL STATEMENTS (continued)



	Shares						Amount
	Year Ended November 30, 2023			Year Ended November 30, 2022			Year Ended November 30, 2023			Year Ended November 30, 2022

Advisor Class
Shares sold		9,738,432			13,729,807		$	124,828,254		$	205,489,237

Shares issued in reinvestment of dividends and distributions		1,586,762			1,726,199			20,850,053			27,964,424

Shares redeemed		(9,558,141	)		(6,873,085	)		(124,142,606	)		(98,909,101	)

Net increase		1,767,053			8,582,921		$	21,535,701		$	134,544,560

(a)	Amount is less than one share.

(b)	Amount is less than $.50.

NOTE G

Risks Involved in Investing in the Fund

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

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 financials 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.



30 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

for non-U.S. contracts through September 30, 2024, but any such rates would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market. There is no assurance that the composition or characteristics of SOFR or any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that the market for SOFR-linked financial instruments will have the same volume or liquidity as did the market for LIBOR-linked financial instruments prior to LIBOR’s discontinuance or unavailability. Neither the long-term effects of the LIBOR transition process nor its ultimate success can yet be known.

NOTE H

Joint Credit Facility



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 31

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended November 30, 2023 and November 30, 2022 were as follows:


	2023		2022
Distributions paid from:
Ordinary income	$	5,319,037	$	40,466,280
Net long-term capital gains		25,700,072		5,147,597

Total taxable distributions paid	$	31,019,109	$	45,613,877

As of November 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:


Undistributed ordinary income	$	2,517,889
Accumulated capital and other losses		(8,363,450	)^(a)
Unrealized appreciation (depreciation)		(35,669,455	)^(b)

Total accumulated earnings (deficit)	$	(41,515,016	)

(a)	As of November 30, 2023, the Fund had a net capital loss carryforward of $8,363,450.

(b)	The difference between book-basis and tax-basis unrealized appreciation (depreciation) is 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 losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of November 30, 2023, the Fund had a net long-term capital loss carryforward of $8,363,450, which may be carried forward for an indefinite period.

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

NOTE J

Recent Accounting Pronouncements



32 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

NOTE K

Subsequent Events



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 33

FINANCIAL HIGHLIGHTS

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


	Class A
	Year Ended November 30,
	2023			2022			2021			2020			2019


Net asset value, beginning of period		$ 14.24			$ 16.37			$ 11.74			$ 12.40			$ 12.59

Income From Investment Operations

Net investment income^(a)(b)		.06			.07			.02			.04			.03

Net realized and unrealized gain (loss) on investment transactions		(1.38	)		(1.04	)		4.65			(.37	)		.43

Contributions from Affiliates		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(1.32	)		(.97	)		4.67			(.33	)		.46

Less: Dividends and Distributions

Dividends from net investment income		(.09	)		(.01	)		(.04	)		(.02	)		– 0	–

Distributions from net realized gain on investment transactions		(.54	)		(1.15	)		– 0	–		(.31	)		(.65	)

Total dividends and distributions		(.63	)		(1.16	)		(.04	)		(.33	)		(.65	)

Net asset value, end of period		$ 12.29			$ 14.24			$ 16.37			$ 11.74			$ 12.40


Total Return

Total investment return based on net asset value^(d)		(9.52	)%		(6.72	)%		39.92	%		(2.71	)%		4.22	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)		$112,084			$162,522			$177,607			$127,581			$163,493

Ratio to average net assets of:

Expenses, net of waivers/reimbursements^‡		1.17	%		1.16	%		1.17	%		1.20	%		1.20	%

Expenses, before waivers/reimbursements^‡		1.17	%		1.16	%		1.17	%		1.21	%		1.20	%

Net investment income^(b)		.44	%		.50	%		.13	%		.40	%		.24	%

Portfolio turnover rate		59	%		47	%		50	%		48	%		40	%

See footnote summary on page 37.



34 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

FINANCIAL HIGHLIGHTS (continued)

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


	Class C
	Year Ended November 30,
	2023			2022			2021			2020			2019


Net asset value, beginning of period		$ 13.43			$ 15.59			$ 11.23			$ 11.93			$ 12.23

Income From Investment Operations

Net investment loss^(a)(b)		(.04	)		(.02	)		(.10	)		(.04	)		(.06	)

Net realized and unrealized gain (loss) on investment transactions		(1.29	)		(.99	)		4.46			(.35	)		.41

Contributions from Affiliates		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(1.33	)		(1.01	)		4.36			(.39	)		.35

Less: Distributions

Distributions from net realized gain on investment transactions		(.54	)		(1.15	)		– 0	–		(.31	)		(.65	)

Net asset value, end of period		$ 11.56			$ 13.43			$ 15.59			$ 11.23			$ 11.93


Total Return

Total investment return based on net asset value^(d)		(10.16	)%		(7.35	)%		38.82	%		(3.41	)%		3.40	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)		$266			$330			$477			$287			$278

Ratio to average net assets of:

Expenses, net of waivers/reimbursements^‡		1.92	%		1.76	%		1.90	%		1.97	%		1.97	%

Expenses, before waivers/reimbursements^‡		1.93	%		1.92	%		1.92	%		1.97	%		1.97	%

Net investment loss^(b)		(.30	)%		(.16	)%		(.65	)%		(.37	)%		(.54	)%

Portfolio turnover rate		59	%		47	%		50	%		48	%		40	%

See footnote summary on page 37.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 35

FINANCIAL HIGHLIGHTS (continued)

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


	Advisor Class
	Year Ended November 30,
	2023			2022			2021			2020			2019


Net asset value, beginning of period		$ 14.42			$ 16.57			$ 11.88			$ 12.54			$ 12.73

Income From Investment Operations

Net investment income^(a)(b)		.09			.11			.06			.07			.06

Net realized and unrealized gain (loss) on investment transactions		(1.39	)		(1.06	)		4.70			(.36	)		.43

Contributions from Affiliates		– 0	–		– 0	–		.00	^(c)		– 0	–		– 0	–

Net increase (decrease) in net asset value from operations		(1.30	)		(.95	)		4.76			(.29	)		.49

Less: Dividends and Distributions

Dividends from net investment income		(.12	)		(.05	)		(.07	)		(.06	)		(.03	)

Distributions from net realized gain on investment transactions		(.54	)		(1.15	)		– 0	–		(.31	)		(.65	)

Total dividends and distributions		(.66	)		(1.20	)		(.07	)		(.37	)		(.68	)

Net asset value, end of period		$ 12.46			$ 14.42			$ 16.57			$ 11.88			$ 12.54


Total Return

Total investment return based on net asset value^(d)		(9.22	)%		(6.53	)%		40.26	%		(2.42	)%		4.41	%

Ratios/Supplemental Data

Net assets, end of period (000’s omitted)		$471,766			$520,700			$456,033			$254,319			$214,197

Ratio to average net assets of:

Expenses, net of waivers/reimbursements^‡		.92	%		.91	%		.92	%		.96	%		.95	%

Expenses, before waivers/reimbursements^‡		.92	%		.91	%		.92	%		.96	%		.96	%

Net investment income^(b)		.71	%		.79	%		.38	%		.67	%		.48	%

Portfolio turnover rate		59	%		47	%		50	%		48	%		40	%

See footnote summary on page 37.



36 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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.

See notes to financial statements.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 37

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

AB Small Cap Value Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Small Cap Value Portfolio (the “Fund”) (one of the portfolios constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of November 30, 2023, 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 portfolios constituting AB Cap Fund, Inc.) at November 30, 2023, 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



38 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

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 November 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. 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.

LOGO

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

New York, New York

January 26, 2024



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 39

2023 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 November 30, 2023. For individual shareholders, the Fund designates 38.46% of dividends paid as qualified dividend income. For corporate shareholders, 24.73% of dividends paid qualify for the dividends received deduction. The Fund designates $25,700,072 of dividends paid as long-term capital gain dividends.



40 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

BOARD OF DIRECTORS

Garry L. Moody⁽¹⁾,

Chairman

Jorge A. Bermudez⁽¹⁾

Michael J. Downey⁽¹⁾

Onur Erzan, President and Chief Executive Officer

Nancy P. Jacklin⁽¹⁾

Jeanette W. Loeb⁽¹⁾

Carol J. McMullen⁽¹⁾

Marshall C. Turner, Jr.⁽¹⁾

Emilie D. Wrapp, Advisory Board Member

OFFICERS

James W. MacGregor⁽²⁾, Vice President

Erik A. Turenchalk⁽²⁾, Vice President

Nancy E. Hay, Secretary

Michael B. Reyes, Senior Vice President

Stephen M. Woetzel, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

Custodian and Accounting Agent

Legal Counsel

State Street Bank and Trust Company

One Congress Street, Suite 1

Boston, MA 02114

Principal Underwriter

AllianceBernstein Investments, Inc.

501 Commerce Street

Nashville, TN 37203

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278

Toll-Free (800) 221-5672

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

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

The management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Small/Mid Cap Value Senior Investment Management Team. Messrs. MacGregor and Turenchalk are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 41

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, (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

Onur Erzan,^# 1345 Avenue of the Americas New York, NY 10105 48 (2021)	Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent over 19 years with McKinsey (management consulting firm) most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics and digital assets and capabilities) globally.		82	None



42 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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

Garry L. Moody,^## Chairman of the Board 71 (2014)	Private Investor since prior to 2019. 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 served as a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council from October 2019 through September 2023, where he also served as Chairman of the Governance Committee from October 2021 through September 2023. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.		82	None



abfunds.com		AB SMALL CAP VALUE 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)

Jorge A. Bermudez,^## 72 (2020)	Private Investor since prior to 2019. 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 (July 2017-June 2018) of the Texas A&M Foundation Board of Trustees (Trustee 2014-2021) 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; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.		82	Moody’s Corporation since April 2011


Michael J. Downey,^## 80 (2014)	Private Investor since prior to 2019. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) from 2002 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.		82	None



44 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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,^## 75 (2014)	Private Investor since prior to 2019. 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 served as Chair of the Governance and Nominating Committees of the AB Funds from 2014 to August 2023.		82	None



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 45

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)

Jeanette W. Loeb,^## 71 (2020)	Private Investor since prior to 2019. Director of New York City Center since 2005. Formerly, Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to April 2023. She was a director of MidCap Financial Investment Corp. (business development company) from August 2011 to July 2023 and a director of AB Multi-Manager Alternative Fund (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 and serves as Chair of the Governance and Nominating Committees of the AB Funds since August 2023.		82	None



46 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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,^## 68 (2016)	Private Investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, Managing Director of Slalom Consulting (consulting) from 2014 until July 2023; member, Mass General Brigham (formerly, 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) since 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 and serves as Chair of the Audit Committees of such funds since February 2023.		82	None



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 47

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)

Marshall C. Turner, Jr.,^## 82 (2014)	Private Investor since prior to 2019. He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment) from 2003 through 2006. 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 board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.		82	None

ADVISORY BOARD MEMBER

Emilie D. Wrapp,^# 68 (2024)	Former Senior Vice President, Counsel, Assistant Secretary & Senior Mutual Fund Legal Advisor of the Adviser (January 2023 – June 2023). Prior thereto, Senior Vice President, Counsel, and Head of Mutual Fund & Retail Legal of the Adviser; Assistant General Counsel and Assistant Secretary of ABI since prior to 2019 until June 2023.		82	None



48 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

MANAGEMENT OF THE FUND (continued)

*	The address for each of the Fund’s disinterested Trustees and Advisory Board member 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 Trustees and Advisory Board member.

***

#	Mr. Erzan is an “interested director” of the Fund, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser. Ms. Wrapp is an “interested person” of the Fund, as defined in the 1940 Act, due to her former role with the Adviser.

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



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 49

MANAGEMENT OF THE FUND (continued)

Officers of the Fund

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


NAME, ADDRESS* AND AGE	PRINCIPAL POSITION(S) HELD WITH FUND	PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
Onur Erzan 48	President and Chief Executive Officer	See biography above.

James W. MacGregor 56	Vice President	Senior Vice President and Chief Investment Officer of US Small and Mid-Cap Value Equities. of the Adviser**, with which he has been associated since prior to 2019. He is also Head – US Value Equities since 2019.

Erik A. Turenchalk 50	Vice President	Senior Vice President of the Adviser**, with which he has been associated since prior to 2019.

Nancy E. Hay 51	Secretary	Senior Vice President and Counsel of the Adviser, with which she has been associated since prior to 2019 and Assistant Secretary of ABI**.

Michael B. Reyes 47	Senior Vice President	Vice President of the Adviser**, with which he has been associated since prior to 2019.

Stephen M. Woetzel 52	Treasurer and Chief Financial Officer	Senior Vice President of ABIS**, with which he has been associated since prior to 2019.

Phyllis J. Clarke 63	Controller	Vice President of ABIS**, with which she has been associated since prior to 2019.

Jennifer Friedland 49	Chief Compliance Officer	Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from 2013 until 2019.

*	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 Trustees 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.



50 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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

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 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 51

and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.



52 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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 Small Cap Value Portfolio (the “Fund”) at a meeting held in-person on May 2-4, 2023 (the “Meeting”).



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 53

judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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 2021 and 2022 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. 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



54 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Advisor Class 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 Advisor Class shares against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended February 28, 2023 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. Taking into account the administrative expense reimbursement paid to the Adviser in the latest fiscal year, the directors noted that the Adviser’s total rate of compensation was close to the median. The directors also considered the Adviser’s



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 55

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 Vice President 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 also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

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



56 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

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



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 57

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

AB FAMILY OF FUNDS

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

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

Global Core Equity Portfolio

International Low Volatility Equity Portfolio¹

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

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 Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Short Duration High Yield Portfolio¹

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Conservative Buffer ETF

Core Plus Bond ETF

Corporate Bond ETF

Disruptors ETF

High Yield ETF

Tax-Aware Intermediate Municipal ETF

Tax-Aware Long Municipal ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Large Cap Strategic Equities ETF

US Low Volatility Equity ETF

1	Prior to July 5, 2023, International Low Volatility Equity Portfolio was named International Strategic Core Portfolio and Short Duration High Yield Portfolio was named Limited Duration High Income Portfolio.



58 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

NOTES



abfunds.com		AB SMALL CAP VALUE PORTFOLIO ^\| 59

NOTES



60 ^\| AB SMALL CAP VALUE PORTFOLIO		abfunds.com

LOGO

AB SMALL CAP VALUE PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

SCV-0151-1123 LOGO

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, Marshall C. Turner, Jr., Jorge A. Bermudez and Carol C. McMullen 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 Small Cap Value	2022	$	32,974	$	—	$	31,301
	2023	$	32,974	$	—	$	21,106
AB All China Equity	2022	$	35,674	$	—	$	31,398
	2023	$	35,674	$	—	$	21,678

(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) 100% of the amounts for Audit-Related Fees and Tax Fees in the table under Item 4 (b) and (c) are for services pre-approved by the Fund’s Audit Committee. No amounts are reported for Item 4 (d).

(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 Small Cap Value	2022	$	1,963,759	$	31,301
				$	—
				$	(31,301	)
	2023	$	2,090,357	$	(21,106	)
				$	—
				$	21,106
AB All China Equity	2022	$	1,963,856	$	31,398
				$	—
				$	(31,398	)
	2023	$	2,133,141	$	21,678
				$	—
				$	(21,678	)

(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.

(i) Not applicable.

(j) Not applicable.

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 period covered by this report 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

13(a)(1)		Code of Ethics that is subject to the disclosure of Item 2 hereof

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

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

13(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/ Onur Erzan
		Onur Erzan
		President

Date:		January 29, 2024

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/ Onur Erzan
		Onur Erzan
		President

Date:		January 29, 2024

By:		/s/ Stephen M. Woetzel
		Stephen M. Woetzel
		Treasurer and Chief Financial Officer

Date:		January 29, 2024

Ab Cap Fund N-CSRCertified annual shareholder report (management investment company)