As filed with the Securities and Exchange Commission on March 31, 2016 File No. 2-29901 811-1716 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF l933 Pre-Effective Amendment No. Post-Effective Amendment No. 209 X and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF l940 Amendment No. 188 X --------------------------- AB CAP FUND, INC. (Exact Name of Registrant as Specified in Charter) 1345 Avenue of the Americas, New York, New York l0105 (Address of Principal Executive Office) (Zip Code) Registrant's Telephone Number, including Area Code: (800) 221-5672 --------------------------- EMILIE D. WRAPP AllianceBernstein L.P. 1345 Avenue of the Americas New York, New York l0105 (Name and address of agent for service) Copies of communications to: Kathleen K. Clarke Seward & Kissel LLP 901 K Street, NW Suite 800 Washington, DC 20001 It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended. Explanatory Note This Post-Effective Amendment consists of the following: 1. Facing Sheet of the Registration Statement. 2. Exhibit (d)(1) of Item 28 of the Registration Statement. 3. Registration Statement signature page. The sole purpose of this Post-Effective Amendment filing is to file as an exhibit Investment Advisory Contract, as required by Item 28 of this Registration Statement on Form N-1A. This Post-Effective Amendment incorporates by reference the following parts of this Registrant's Post-Effective Amendment No. 206, filed February 29, 2016. Part A Part B Part C (except for Exhibit (d)(1) of Item 28 and the Signature Page) SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City and State of New York, on the 31st day of March, 2016. AB CAP FUND, INC. By: Robert M. Keith* ------------------- Robert M. Keith President Pursuant to the requirements of the Securities Act of l933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date --------- ----- ---- (1) Principal Executive Officer: Robert M. Keith* President and Chief March 31, 2016 --------------------- Executive Officer Robert M. Keith (2) Principal Financial and Accounting Officer: /s/ Joseph J. Mantineo Treasurer and Chief March 31, 2016 ------------------------- Financial Officer Joseph J. Mantineo (3) All of the Directors: John H. Dobkin* Michael J. Downey* William H. Foulk, Jr.* D. James Guzy* Nancy P. Jacklin* Garry L. Moody* Robert M. Keith* Marshall C. Turner, Jr.* Earl D. Weiner* *By: /s/ Stephen J. Laffey March 31, 2016 ----------------------- Stephen J. Laffey (Attorney-in-fact) PART C ------ OTHER INFORMATION ----------------- Index to Exhibits ----------------- Exhibit No. Description of Exhibits ----------- ----------------------- (d)(1) Investment Advisory Contract