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Ab Cap Fund

Filed: 7 Oct 21, 11:16am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-01716

 

 

AB CAP FUND, INC.

(Exact name of registrant as specified in charter)

 

 

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

 

 

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: July 31, 2021

Date of reporting period: July 31, 2021

 

 

 


The Registrant is filing this amendment to its Form N-CSR for the year ended July 31, 2021 to correct the disclosure relating to the effectiveness of the Registrant’s liquidity risk management program. The previous filing had inadvertently included the disclosure from the previous fiscal year instead of the disclosure for the current fiscal period. Other than the correction, this Form N-CSR/A does not reflect events occurring after the filing of the original Form N-CSR, or modify or update the Form N-CSR filing in any way except for the changes noted above.


ITEM 1.

REPORTS TO STOCKHOLDERS.


JUL    07.31.21

LOGO

ANNUAL REPORT

AB SMALL CAP GROWTH PORTFOLIO

 

LOGO

 

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

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

 


 

 

 
Investment Products Offered 

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

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

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

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


 

FROM THE PRESIDENT  LOGO

Dear Shareholder,

We’re pleased to provide this report for the AB Small Cap Growth 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:

 

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

 

+  

Applying differentiated investment insights through a connected global research network

 

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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 GROWTH PORTFOLIO    |    1


 

ANNUAL REPORT

 

September 6, 2021

This report provides management’s discussion of fund performance for the AB Small Cap Growth Portfolio for the annual reporting period ended July 31, 2021.

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

NAV RETURNS AS OF JULY 31, 2021 (unaudited)

 

   6 Months   12 Months 
AB SMALL CAP GROWTH PORTFOLIO1    
Class A Shares   2.21%    41.35% 
Class C Shares   1.84%    40.29% 
Advisor Class Shares2   2.35%    41.70% 
Class R Shares2   2.03%    40.77% 
Class K Shares2   2.25%    41.42% 
Class I Shares2   2.34%    41.69% 
Class Z Shares2   2.39%    41.81% 
Russell 2000 Growth Index   0.18%    41.00% 

 

1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the Financial Highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

2

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

Please keep in mind that high, double-digit returns are highly unusual and cannot be sustained. Investors should also be aware that these returns were primarily achieved during favorable market conditions.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Russell 2000 Growth Index, for the six- and 12-month periods ended July 31, 2021.

All share classes of the Fund, except Class C and R, outperformed the benchmark for the 12-month period, while all share classes outperformed the benchmark for the six-month period, before sales charges. During the 12-month period, sector selection drove outperformance; underweights to the health-care and communication-services sectors helped offset losses from overweights to cash held for transactional purposes and financials. Security selection was neutral. Selection within materials and industrials contributed, while selection within health care and consumer staples detracted, offsetting gains.

For the six-month period, both security selection and sector selection contributed to performance. Security selection within consumer discretionary

 

2    |    AB SMALL CAP GROWTH PORTFOLIO

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and technology contributed, while selection within health care and consumer staples detracted. An underweight to health care and an overweight to financials added to returns, while underweights to real estate and materials detracted.

The Fund did not utilize derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

US equities recorded extraordinary double-digit returns for the 12-month period ended July 31, 2021, as the continuation of accommodative monetary policy, widespread vaccination distribution and strong company earnings growth supported equity markets. Volatility increased as the economic recovery accelerated, triggering inflationary fears that precipitated a rise in longer-term interest rates. The valuations of many market-leading growth stocks came under pressure and boosted a rotation into value-oriented shares. Global monetary policy remained dovish, with the US Federal Reserve and key central banks emphasizing the transitory nature of higher current inflation and their commitment to avoid withdrawing support prematurely, especially amid new concerns about the rapid spread of the coronavirus delta variant. Reassurances calmed inflationary fears, as did economic data that continued to reflect higher prices, yet suggested a moderating pace of recovery, prompting growth stocks to regain favor. Small-cap stocks significantly outperformed large-cap stocks on a relative basis, and intervals of market rotation led value-style stocks to outperform their growth-style peers.

The Fund continues to be built from the bottom up, with an emphasis on companies that can deliver fundamental outperformance. The Fund remains overweight secular growth companies that have unique drivers or company-specific initiatives to support their future earnings growth, regardless of the macro backdrop. At the end of the reporting period, consumer discretionary and technology reflected the Fund’s largest overweights, while real estate and communication services were notable underweights, relative to the benchmark.

INVESTMENT POLICIES

The Fund invests primarily in a diversified portfolio of equity securities of issuers with relatively smaller capitalizations as compared to the overall US market. Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of smaller companies. For these purposes, “smaller companies” are those that, at the time of investment, fall within the lowest 20% of the total US equity market capitalization (excluding, for purposes of this calculation, companies with market capitalizations of less than $10 million). Because the Fund’s definition of smaller companies is dynamic, the limits on market capitalization will change with the markets.

 

(continued on next page)

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    3


The Fund may invest in any company and industry and in any type of equity security with potential for capital appreciation. It invests in well-known and established companies and in new and less-seasoned companies. The Fund’s investment policies emphasize investments in companies that are demonstrating improving financial results and a favorable earnings outlook. The Fund may invest in foreign securities. The Fund may periodically invest in the securities of companies that are expected to appreciate due to a development particularly or uniquely applicable to that company regardless of general business conditions or movements of the market as a whole.

The Fund invests primarily in equity securities but may also invest in other types of securities, such as preferred stocks. The Fund, at times, invests in shares of exchange-traded funds (“ETFs”) in lieu of making direct investments in securities. ETFs may provide more efficient and economical exposure to the types of companies and geographic locations in which the Fund seeks to invest than direct investments. The Fund may also invest up to 20% of its total assets in rights or warrants.

The Fund may enter into derivatives transactions, such as options, futures contracts, forwards and swaps. The Fund may use options strategies involving the purchase and/or writing of various combinations of call and/or put options, including on individual securities and stock indices, futures contracts (including futures contracts on individual securities and stock indices) or shares of ETFs. These transactions may be used, for example, in an effort to earn extra income, to adjust exposure to individual securities or markets, or to protect all or a portion of the Fund’s portfolio from a decline in value, sometimes within certain ranges.

 

 

4    |    AB SMALL CAP GROWTH PORTFOLIO

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Russell 2000® Growth Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Russell 2000 Growth Index represents the performance of small-cap growth companies within the US. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

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

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

Capitalization Risk: Investments in small- and mid-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.

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.

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

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    5


 

DISCLOSURES AND RISKS (continued)

 

An Important Note About Historical Performance

The investment return and principal value of an investment in the Fund will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost. Performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting www.abfunds.com. Class B shares are no longer being offered. Effective November 7, 2019, all outstanding Class B shares were converted to Class A shares. Please see Note A for more information.

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

 

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HISTORICAL PERFORMANCE

 

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

7/31/2011 TO 7/31/2021

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Small Cap Growth Portfolio Class A shares (from 7/31/2011 to 7/31/2021) 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.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    7


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF JULY 31, 2021 (unaudited)

 

  NAV Returns  

SEC Returns

(reflects applicable
sales charges)

 
CLASS A SHARES  
1 Year  41.35%   35.36% 
5 Years  25.30%   24.22% 
10 Years  17.26%   16.75% 
CLASS C SHARES  
1 Year  40.29%   39.29% 
5 Years  24.37%   24.37% 
10 Years1  16.38%   16.38% 
ADVISOR CLASS SHARES2  
1 Year  41.70%   41.70% 
5 Years  25.61%   25.61% 
10 Years  17.56%   17.56% 
CLASS R SHARES2  
1 Year  40.77%   40.77% 
5 Years  24.82%   24.82% 
10 Years  16.87%   16.87% 
CLASS K SHARES2  
1 Year  41.42%   41.42% 
5 Years  25.34%   25.34% 
10 Years  17.31%   17.31% 
CLASS I SHARES2  
1 Year  41.69%   41.69% 
5 Years  25.61%   25.61% 
10 Years  17.62%   17.62% 
CLASS Z SHARES2  
1 Year  41.81%   41.81% 
5 Years  25.73%   25.73% 
Since Inception3  19.09%   19.09% 

The Fund’s current prospectus fee table shows the Fund’s total annual operating expense ratios as 1.17%, 1.92%, 0.92%, 1.55%, 1.10%, 0.91% and 0.82% for Class A, Class C, Advisor Class, Class R, Class K, Class I and Class Z 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

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

 

2

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

 

3

Inception date: 6/30/2015.

 

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HISTORICAL PERFORMANCE (continued)

 

SEC AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

JUNE 30, 2021 (unaudited)

 

   

SEC Returns

(reflects applicable
sales charges)

 
CLASS A SHARES  
1 Year   43.49% 
5 Years   25.96% 
10 Years   16.39% 
CLASS C SHARES  
1 Year   47.74% 
5 Years   26.12% 
10 Years1   16.02% 
ADVISOR CLASS SHARES2  
1 Year   50.22% 
5 Years   27.37% 
10 Years   17.20% 
CLASS R SHARES2  
1 Year   49.25% 
5 Years   26.58% 
10 Years   16.51% 
CLASS K SHARES2  
1 Year   49.92% 
5 Years   27.11% 
10 Years   16.95% 
CLASS I SHARES2  
1 Year   50.20% 
5 Years   27.38% 
10 Years   17.25% 
CLASS Z SHARES2  
1 Year   50.34% 
5 Years   27.50% 
Since Inception3   19.57% 

 

1

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

 

2

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

 

3

Inception date: 6/30/2015.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    9


 

EXPENSE EXAMPLE

(unaudited)

 

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

   Beginning
Account Value
February 1, 2021
   Ending
Account Value
July 31, 2021
   Expenses Paid
During Period*
   Annualized
Expense Ratio*
 
Class A        

Actual

  $    1,000   $    1,022.10   $    5.52    1.10

Hypothetical**

  $1,000   $1,019.34   $5.51    1.10

 

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EXPENSE EXAMPLE (continued)

 

   Beginning
Account Value
February 1, 2021
   Ending
Account Value
July 31, 2021
   Expenses Paid
During Period*
   Annualized
Expense Ratio*
 
Class C        

Actual

  $    1,000   $    1,018.40   $    9.26    1.85

Hypothetical**

  $1,000   $1,015.62   $9.25    1.85
Advisor Class        

Actual

  $1,000   $1,023.50   $4.31    0.86

Hypothetical**

  $1,000   $1,020.53   $4.31    0.86
Class R        

Actual

  $1,000   $1,020.30   $7.46    1.49

Hypothetical**

  $1,000   $1,017.41   $7.45    1.49
Class K        

Actual

  $1,000   $1,022.50   $5.17    1.03

Hypothetical**

  $1,000   $1,019.69   $5.16    1.03
Class I        

Actual

  $1,000   $1,023.40   $4.26    0.85

Hypothetical**

  $1,000   $1,020.58   $4.26    0.85
Class Z        

Actual

  $1,000   $1,023.90   $3.76    0.75

Hypothetical**

  $1,000   $1,021.08   $3.76    0.75

 

*

Expenses are equal to the classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

 

**

Assumes 5% annual return before expenses.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    11


 

PORTFOLIO SUMMARY

July 31, 2021 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $5,426.6

 

 

 

LOGO

TEN LARGEST HOLDINGS2

 

Company  U.S. $ Value   Percent of
Net Assets
 
Tetra Tech, Inc.  $  89,681,111    1.6
Trupanion, Inc.   87,587,615    1.6 
Lattice Semiconductor Corp.   86,644,141    1.6 
LHC Group, Inc.   85,068,185    1.6 
Synaptics, Inc.   84,713,630    1.6 
Varonis Systems, Inc.   84,576,258    1.6 
Saia, Inc.   82,118,456    1.5 
First Financial Bankshares, Inc.   81,514,448    1.5 
Manhattan Associates, Inc.   81,433,648    1.5 
Texas Roadhouse, Inc. – Class A   80,735,390    1.5 
  $  844,072,882    15.6

 

1

All data are as of July 31, 2021. The Fund’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

 

2

Long-term investments.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

 

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PORTFOLIO OF INVESTMENTS

July 31, 2021

 

Company  Shares  U.S. $ Value 

 

 

COMMON STOCKS – 97.4%

 

Information Technology – 26.4%

   

Electronic Equipment, Instruments & Components – 5.4%

   

Allegro MicroSystems, Inc.(a)

   1,862,331  $51,046,493 

II-VI, Inc.(a)(b)

   962,650   67,202,596 

Littelfuse, Inc.(b)

   240,290   63,914,737 

Novanta, Inc.(a)(b)

   521,280   73,192,925 

Shoals Technologies Group, Inc.(a)

   1,342,315   39,047,943 
   

 

 

 
    294,404,694 
   

 

 

 

IT Services – 3.3%

   

BigCommerce Holdings, Inc.(a)(b)

   1,078,789   69,862,376 

DigitalOcean Holdings, Inc.(a)

   806,783   41,549,325 

Shift4 Payments, Inc. – Class A(a)

   728,016   64,931,747 
   

 

 

 
    176,343,448 
   

 

 

 

Semiconductors & Semiconductor Equipment – 7.5%

   

Ambarella, Inc.(a)

   466,060   45,902,249 

Lattice Semiconductor Corp.(a)

   1,526,769   86,644,141 

MACOM Technology Solutions Holdings, Inc.(a)(b)

   1,019,230   62,906,876 

Semtech Corp.(a)

   1,070,680   66,285,799 

Silicon Laboratories, Inc.(a)

   410,822   61,208,370 

Synaptics, Inc.(a)(b)

   557,620   84,713,630 
   

 

 

 
    407,661,065 
   

 

 

 

Software – 9.7%

   

Anaplan, Inc.(a)

   102,950   5,888,740 

Blackline, Inc.(a)(b)

   650,660   74,428,998 

Duck Creek Technologies, Inc.(a)(b)

   1,224,825   53,806,562 

Everbridge, Inc.(a)(b)

   437,900   61,840,238 

Manhattan Associates, Inc.(a)

   510,140   81,433,648 

Rapid7, Inc.(a)(b)

   614,780   69,931,225 

Riskified Ltd.(a)

   1,267,461   34,753,781 

Smartsheet, Inc. – Class A(a)(b)

   844,762   61,287,483 

Varonis Systems, Inc.(a)(b)

   1,381,965   84,576,258 
   

 

 

 
    527,946,933 
   

 

 

 

Technology Hardware, Storage & Peripherals – 0.5%

   

ACV Auctions, Inc.(a)

   1,139,909   26,400,292 
   

 

 

 
    1,432,756,432 
   

 

 

 

Health Care – 23.0%

   

Biotechnology – 12.1%

   

ADC Therapeutics SA(a)(b)

   808,185   17,004,212 

Allakos, Inc.(a)(b)

   366,602   29,166,855 

Allogene Therapeutics, Inc.(a)(b)

   1,011,805   22,209,120 

Annexon, Inc.(a)(b)

   928,099   19,545,765 

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company  Shares  U.S. $ Value 

 

 

Ascendis Pharma A/S (Sponsored ADR)(a)

   189,680  $22,418,279 

Beyondspring, Inc.(a)(b)

   1,865,947   17,763,815 

Biohaven Pharmaceutical Holding Co., Ltd.(a)

   348,106   43,864,837 

Bioxcel Therapeutics, Inc.(a)(b)

   566,544   14,497,861 

Blueprint Medicines Corp.(a)(b)

   450,060   39,546,772 

Coherus Biosciences, Inc.(a)(b)

   1,452,072   18,949,540 

Erasca, Inc.(a)

   584,819   12,281,199 

Insmed, Inc.(a)(b)

   1,181,925   29,075,355 

Instil Bio, Inc.(a)(c)

   802,939   12,084,232 

Instil Bio, Inc.(a)(b)

   560,118   8,429,776 

Intellia Therapeutics, Inc.(a)(b)

   415,190   58,894,702 

iTeos Therapeutics, Inc.(a)(b)

   797,650   19,167,530 

Legend Biotech Corp. (ADR)(a)(b)

   602,345   25,918,905 

Praxis Precision Medicines, Inc.(a)(b)

   939,048   14,649,149 

Recursion Pharmaceuticals, Inc.(a)(b)

   831,129   25,224,765 

Relay Therapeutics, Inc.(a)(b)

   741,180   24,043,879 

Turning Point Therapeutics, Inc. – Class I(a)

   348,711   22,254,736 

Twist Bioscience Corp.(a)(b)

   482,980   59,430,689 

Ultragenyx Pharmaceutical, Inc.(a)

   293,549   23,434,017 

Vir Biotechnology, Inc.(a)(b)

   706,697   25,193,748 

Y-mAbs Therapeutics, Inc.(a)(b)

   780,113   25,821,740 

Zentalis Pharmaceuticals, Inc.(a)(b)

   542,448   28,863,658 
   

 

 

 
    659,735,136 
   

 

 

 

Health Care Equipment & Supplies – 5.3%

   

AtriCure, Inc.(a)

   880,780   74,390,679 

Eargo, Inc.(a)(b)

   1,089,137   39,208,932 

Figs, Inc.(a)(b)

   1,045,233   38,046,481 

Outset Medical, Inc.(a)(b)

   1,015,062   41,576,939 

Sight Sciences, Inc.(a)

   593,574   21,944,431 

Silk Road Medical, Inc.(a)(b)

   739,829   37,124,619 

Treace Medical Concepts, Inc.(a)

   1,071,357   32,419,263 
   

 

 

 
    284,711,344 
   

 

 

 

Health Care Providers & Services – 2.5%

   

Allovir, Inc.(a)(b)

   592,888   11,347,876 

Certara, Inc.(a)(b)

   1,394,308   37,939,121 

LHC Group, Inc.(a)(b)

   395,335   85,068,185 
   

 

 

 
    134,355,182 
   

 

 

 

Health Care Technology – 1.3%

   

Health Catalyst, Inc.(a)(b)

   1,198,874   69,606,625 
   

 

 

 

Life Sciences Tools & Services – 1.3%

   

Repligen Corp.(a)(b)

   284,760   69,965,532 
   

 

 

 

Pharmaceuticals – 0.5%

   

Revance Therapeutics, Inc.(a)(b)

   990,020   28,789,782 
   

 

 

 
    1,247,163,601 
   

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

Company  Shares  U.S. $ Value 

 

 

Consumer Discretionary – 16.0%

 

Auto Components – 1.5%

 

Fox Factory Holding Corp.(a)(b)

   493,323  $79,691,397 
   

 

 

 

Hotels, Restaurants & Leisure – 4.7%

 

Hilton Grand Vacations, Inc.(a)

   1,398,840   56,890,823 

Planet Fitness, Inc.(a)(b)

   564,173   42,442,735 

Texas Roadhouse, Inc. – Class A

   875,940   80,735,390 

Wingstop, Inc.

   452,124   77,453,362 
   

 

 

 
    257,522,310 
   

 

 

 

Household Durables – 2.3%

 

Installed Building Products, Inc.(b)

   102,099   12,251,880 

Lovesac Co. (The)(a)(b)

   696,818   42,296,852 

Skyline Champion Corp.(a)

   1,216,010   68,582,964 
   

 

 

 
    123,131,696 
   

 

 

 

Internet & Direct Marketing Retail – 0.6%

   

RealReal, Inc. (The)(a)(b)

   2,001,345   33,042,206 
   

 

 

 

Multiline Retail – 1.3%

   

Driven Brands Holdings, Inc.(a)

   2,261,951   71,975,281 
   

 

 

 

Specialty Retail – 5.6%

   

Five Below, Inc.(a)(b)

   281,082   54,647,963 

Floor & Decor Holdings, Inc. – Class A(a)

   601,730   73,417,077 

Lithia Motors, Inc. – Class A(b)

   184,249   69,502,408 

National Vision Holdings, Inc.(a)(b)

   852,200   46,001,756 

Sleep Number Corp.(a)(b)

   593,916   58,922,406 
   

 

 

 
    302,491,610 
   

 

 

 
    867,854,500 
   

 

 

 

Industrials – 15.3%

   

Aerospace & Defense – 1.2%

   

Axon Enterprise, Inc.(a)

   343,669   63,929,307 
   

 

 

 

Building Products – 2.4%

   

AZEK Co., Inc. (The)(a)

   1,385,020   50,373,177 

Simpson Manufacturing Co., Inc.(b)

   700,060   78,742,749 
   

 

 

 
      129,115,926 
   

 

 

 

Commercial Services & Supplies – 1.7%

   

Tetra Tech, Inc.(b)

   671,668   89,681,111 
   

 

 

 

Construction & Engineering – 1.0%

   

Hayward Holdings, Inc.(a)(b)

   2,210,198   53,243,670 
   

 

 

 

Machinery – 6.3%

   

Chart Industries, Inc.(a)(b)

   456,523   70,966,500 

Hydrofarm Holdings Group, Inc.(a)

   1,133,081   55,906,217 

ITT, Inc.(b)

   676,820   66,267,446 

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

Company  Shares  U.S. $ Value 

 

 

John Bean Technologies Corp.

   547,920  $80,314,114 

Middleby Corp. (The)(a)(b)

   371,430   71,125,131 
   

 

 

 
    344,579,408 
   

 

 

 

Road & Rail – 1.5%

 

Saia, Inc.(a)

   363,356   82,118,456 
   

 

 

 

Trading Companies & Distributors – 1.2%

   

SiteOne Landscape Supply, Inc.(a)(b)

   380,415   66,488,934 
   

 

 

 
    829,156,812 
   

 

 

 

Financials – 9.9%

 

Banks – 2.5%

 

First Financial Bankshares, Inc.(b)

   1,669,010   81,514,448 

Live Oak Bancshares, Inc.(b)

   852,200   51,293,918 
   

 

 

 
    132,808,366 
   

 

 

 

Capital Markets – 3.1%

 

Houlihan Lokey, Inc.(b)

   779,727   69,473,676 

StepStone Group, Inc.

   624,470   28,419,630 

Stifel Financial Corp.

   1,050,375   69,891,952 
   

 

 

 
    167,785,258 
   

 

 

 

Consumer Finance – 0.4%

 

Fisker, Inc.(a)(b)

   1,481,040   23,874,365 
   

 

 

 

Insurance – 3.9%

 

Inari Medical, Inc.(a)

   720,104   64,658,138 

Ryan Specialty Group Holdings, Inc.(a)(b)

   1,626,133   47,970,924 

Trean Insurance Group, Inc.(a)(b)

   1,032,355   13,926,469 

Trupanion, Inc.(a)

   761,499   87,587,615 
   

 

 

 
    214,143,146 
   

 

 

 
      538,611,135 
   

 

 

 

Materials – 2.4%

 

Chemicals – 1.2%

 

Element Solutions, Inc.(b)

   2,858,860   66,868,735 
   

 

 

 

Containers & Packaging – 1.2%

 

Ranpak Holdings Corp.(a)

   2,423,987   62,102,547 
   

 

 

 
    128,971,282 
   

 

 

 

Consumer Staples – 2.0%

 

Food & Staples Retailing – 0.6%

 

Chefs’ Warehouse, Inc. (The)(a)(b)

   1,070,824   30,968,230 
   

 

 

 

Food Products – 1.3%

 

Freshpet, Inc.(a)

   358,928   52,565,006 

Vital Farms, Inc.(a)(b)

   1,169,398   20,359,219 
   

 

 

 
    72,924,225 
   

 

 

 

 

16    |    AB SMALL CAP GROWTH PORTFOLIO

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PORTFOLIO OF INVESTMENTS (continued)

 

Company  Shares  U.S. $ Value 

 

 

Personal Products – 0.1%

   

Honest Co., Inc. (The)(a)(c)

   74,198  $1,066,225 

Honest Co., Inc. (The)(a)(b)

   373,893   5,372,843 
   

 

 

 
    6,439,068 
   

 

 

 
    110,331,523 
   

 

 

 

Energy – 1.4%

   

Energy Equipment & Services – 0.4%

   

ChampionX Corp.(a)

   839,420   19,508,121 
   

 

 

 

Oil, Gas & Consumable Fuels – 1.0%

   

Matador Resources Co.(b)

   1,857,090   57,384,081 
   

 

 

 
    76,892,202 
   

 

 

 

Real Estate – 1.0%

   

Equity Real Estate Investment Trusts (REITs) – 1.0%

   

QTS Realty Trust, Inc. – Class A

   723,506   56,223,651 
   

 

 

 

Total Common Stocks
(cost $3,900,288,671)

    5,287,961,138 
   

 

 

 
   

INVESTMENT COMPANIES – 1.0%

   

Funds and Investment Trusts – 1.0%

   

iShares Russell 2000 Growth ETF(b)(d)
(cost $33,922,137)

   183,530   55,068,176 
   

 

 

 
   

SHORT-TERM INVESTMENTS – 2.2%

   

Investment Companies – 2.2%

   

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB,
0.01%(d)(e)(f)
(cost $117,126,866)

   117,126,866   117,126,866 
   

 

 

 

Total Investments Before Security Lending Collateral for Securities Loaned – 100.6%
(cost $4,051,337,674)

    5,460,156,180 
   

 

 

 

INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED – 2.4%

   

Investment Companies – 2.4%

   

AB Fixed Income Shares, Inc. – AB Government Money Market Portfolio – Class AB, 0.01%(d)(e)(f)
(cost $131,341,458)

   131,341,458   131,341,458 
   

 

 

 

Total Investments – 103.0%
(cost $4,182,679,132)

    5,591,497,638 

Other assets less liabilities – (3.0)%

    (164,930,565
   

 

 

 

Net Assets – 100.0%

   $  5,426,567,073 
   

 

 

 

 

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

(a)

Non-income producing security.

 

(b)

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

 

(c)

Restricted and illiquid security.

 

Restricted & Illiquid
Securities
  Acquisition
Date
   Cost   Market
Value
   Percentage of
Net Assets
 

Honest Co., Inc. (The)

   08/12/2015   $    1,502,384   $    1,066,225    0.02

Instil Bio, Inc.

   12/30/2020    8,414,937    12,084,232    0.22

 

(d)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov. Additionally, shareholder reports for AB funds can be obtained by calling AB at (800) 227-4618.

 

(e)

Affiliated investments.

 

(f)

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

Glossary:

ADR – American Depositary Receipt

ETF – Exchange Traded Fund

REIT – Real Estate Investment Trust

See notes to financial statements.

 

18    |    AB SMALL CAP GROWTH PORTFOLIO

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STATEMENT OF ASSETS & LIABILITIES

July 31, 2021

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $3,934,210,808)

  $5,343,029,314(a) 

Affiliated issuers (cost $248,468,324—including investment of cash collateral for securities loaned of $131,341,458)

   248,468,324 

Receivable for capital stock sold

   17,824,309 

Receivable for investment securities sold

   13,789,426 

Unaffiliated dividends receivable

   163,653 

Affiliated dividends receivable

   1,138 
  

 

 

 

Total assets

   5,623,276,164 
  

 

 

 
Liabilities

 

Due to custodian

   2,367 

Payable for collateral received on securities loaned

   131,341,458 

Payable for investment securities purchased

   58,079,021 

Payable for capital stock redeemed

   3,228,585 

Advisory fee payable

   3,131,422 

Distribution fee payable

   320,786 

Transfer Agent fee payable

   126,508 

Administrative fee payable

   31,006 

Directors’ fees payable

   6,926 

Accrued expenses

   441,012 
  

 

 

 

Total liabilities

   196,709,091 
  

 

 

 

Net Assets

  $5,426,567,073 
  

 

 

 
Composition of Net Assets

 

Capital stock, at par

  $6,276 

Additional paid-in capital

   3,513,194,258 

Distributable earnings

   1,913,366,539 
  

 

 

 

Net Assets

  $    5,426,567,073 
  

 

 

 

Net Asset Value Per Share—27 billion shares of capital stock authorized, $.0001 par value

 

Class Net Assets     Outstanding     Value 

 

 
A $1,090,466,255      13,708,553     $  79.55

 

 
C $53,789,797      1,366,752     $39.36 

 

 
Advisor $  2,165,454,678      23,970,158     $90.34 

 

 
R $53,325,676      710,765     $75.03 

 

 
K $121,057,009      1,467,358     $82.50 

 

 
I $824,332,021      9,180,168     $89.79 

 

 
Z $1,118,141,637      12,361,188     $90.46 

 

 

 

(a)

Includes securities on loan with a value of $737,515,951 (see Note E).

 

*

The maximum offering price per share for Class A shares was $83.08 which reflects a sales charge of 4.25%.

See notes to financial statements.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    19


 

STATEMENT OF OPERATIONS

Year Ended July 31, 2021

 

Investment Income   

Dividends

   

Unaffiliated issuers

  $8,588,050  

Affiliated issuers

   19,870  

Securities lending income

   2,419,027  $11,026,947 
  

 

 

  
Expenses   

Advisory fee (see Note B)

       31,498,070  

Distribution fee—Class A

   2,616,078  

Distribution fee—Class C

   499,822  

Distribution fee—Class R

   213,921  

Distribution fee—Class K

   206,424  

Transfer agency—Class A

   1,104,390  

Transfer agency—Class C

   53,585  

Transfer agency—Advisor Class

   1,789,042  

Transfer agency—Class R

   109,636  

Transfer agency—Class K

   41,285  

Transfer agency—Class I

   851,383  

Transfer agency—Class Z

   168,508  

Registration fees

   392,310  

Custody and accounting

   244,390  

Printing

   174,772  

Administrative

   99,734  

Directors’ fees

   80,030  

Legal

   66,577  

Audit and tax

   53,865  

Miscellaneous

   104,112  
  

 

 

  

Total expenses

   40,367,934  

Less: expenses waived and reimbursed by the Adviser (see Notes B & E)

   (70,018 
  

 

 

  

Net expenses

    40,297,916 
   

 

 

 

Net investment loss

    (29,270,969
   

 

 

 
Realized and Unrealized Gain on Investment Transactions   

Net realized gain on:

   

Affiliated Underlying Portfolios

    8,555,652 

Investment transactions

    788,519,829 

Net change in unrealized appreciation/depreciation of:

   

Affiliated Underlying Portfolios

    19,537,678 

Investment transactions

    567,872,315 
   

 

 

 

Net gain on investment transactions

    1,384,485,474 
   

 

 

 

Net Increase in Net Assets from Operations

   $    1,355,214,505 
   

 

 

 

See notes to financial statements.

 

20    |    AB SMALL CAP GROWTH PORTFOLIO

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STATEMENT OF CHANGES IN NET ASSETS

 

   Year Ended
July 31,
2021
  Year Ended
July 31,
2020
 
Increase (Decrease) in Net Assets from Operations   

Net investment loss

  $(29,270,969 $(12,191,473

Net realized gain on investment transactions

   797,075,481   215,090,607 

Net change in unrealized appreciation/depreciation of investments

   587,409,993   277,415,524 
  

 

 

  

 

 

 

Net increase in net assets from operations

   1,355,214,505   480,314,658 

Distributions to Shareholders

   

Class A

   (95,498,453  (54,506,702

Class C

   (8,444,586  (4,750,531

Advisor Class

   (123,053,417  (51,655,000

Class R

   (3,647,382  (2,543,762

Class K

   (6,663,102  (3,580,213

Class I

   (64,644,139  (37,610,032

Class Z

   (65,906,155  (25,291,558
Capital Stock Transactions   

Net increase

   1,300,471,197   700,036,938 
  

 

 

  

 

 

 

Total increase

   2,287,828,468   1,000,413,798 
Net Assets   

Beginning of period

   3,138,738,605   2,138,324,807 
  

 

 

  

 

 

 

End of period

  $    5,426,567,073  $    3,138,738,605 
  

 

 

  

 

 

 

See notes to financial statements.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    21


 

NOTES TO FINANCIAL STATEMENTS

July 31, 2021

 

NOTE A

Significant Accounting Policies

AB Cap Fund, Inc. (the “Company”) is registered under the Investment Company Act of 1940 as an open-end management investment company. The Company, which is a Maryland corporation, operates as a series company comprised of 13 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 Growth Portfolio (the “Fund”), a diversified portfolio. The Fund has authorized the issuance of Class A, Class C, Advisor Class, Class R, Class K, Class I, Class Z and Class T shares. Class B and Class T 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. Effective May 31, 2021, Class C shares will automatically convert to Class A shares eight years after the end of the calendar month of purchase. Prior to May 31, 2021, Class C shares automatically converted to Class A shares ten years after the end of the calendar month of purchase. Class R and Class K shares are sold without an initial or contingent deferred sales charge. Advisor Class, Class I and Class Z shares are sold without an initial or contingent deferred sales charge and are not subject to ongoing distribution expenses. All nine 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. Effective February 1, 2013, the Fund was closed to new investors, subject to certain exceptions. Effective June 1, 2016, with the exception of Class B shares, the Fund reopened to new investors. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily

 

22    |    AB SMALL CAP GROWTH PORTFOLIO

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NOTES TO FINANCIAL STATEMENTS (continued)

 

available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. 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 GROWTH PORTFOLIO    |    23


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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 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

 

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as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of July 31, 2021:

 

Investments in

Securities:

  Level 1  Level 2  Level 3  Total 

Assets:

     

Common Stocks(a)

  $5,287,961,138  $– 0 –  $– 0 –  $5,287,961,138 

Investment Companies

   55,068,176   – 0 –   – 0 –   55,068,176 

Short-Term Investments

   117,126,866   – 0 –   – 0 –   117,126,866 

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

   131,341,458   – 0 –   – 0 –   131,341,458 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total Investments in Securities

   5,591,497,638   – 0 –   – 0 –   5,591,497,638 

Other Financial Instruments(b)

   – 0 –   – 0 –   – 0 –   – 0 – 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $  5,591,497,638  $  – 0 –  $  – 0 –  $  5,591,497,638 
  

 

 

  

 

 

  

 

 

  

 

 

 

 

(a)

See Portfolio of Investments for sector classifications.

 

(b)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/(depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, options written and swaptions written which are valued at market value.

3. Currency Translation

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

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.

 

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NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Fund pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the excess over $2.5 billion up to $5 billion and .60% of the excess over $5 billion as a percentage of the Fund’s average daily net assets. The fee is accrued daily and paid monthly.

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 July 31, 2021, the reimbursement for such services amounted to $99,734.

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 $1,246,118 for the year ended July 31, 2021.

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 $50,186 from the sale of Class A shares and received $4,540 and $7,738 in contingent deferred sales charges imposed upon redemptions by shareholders of Class A and Class C shares, respectively, for the year ended July 31, 2021.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2022. 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 July 31, 2021, such waiver amounted to $53,520.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

A summary of the Fund’s affiliated transactions for the year ended July 31, 2021 is as follows:

 

Fund 

Market

Value
7/31/20
(000)

  

Purchases

at Cost
(000)

  Sales
Proceeds
(000)
  

Realized

Gain

(000)

  

Change in

Unrealized
Appr./

(Depr.)

(000)

  

Market

Value
7/31/21
(000)

  Dividend
Income
(000)
 

Government Money Market Portfolio

 $26,273  $  1,326,297  $  1,235,443  $– 0 –  $– 0 –  $  117,127  $20 

Government Money Market Portfolio*

    107,788   1,201,024   1,177,471   – 0 –   – 0 –   131,341   35 

Lovesac Co. (The)

  9,404   25,415   20,616   8,556   19,538   42,297   – 0 – 
    

 

 

  

 

 

  

 

 

  

 

 

 

Total

    $  8,556  $  19,538  $290,765  $  55 
    

 

 

  

 

 

  

 

 

  

 

 

 

 

*

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

 

This security was deemed to no longer meet the criteria of an affiliated company at July 31, 2021

During the second quarter of 2018, AXA S.A. (“AXA”), a French holding company for the AXA Group, completed the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (now named Equitable Holdings, Inc.)(“Equitable”), through an initial public offering. Equitable is the holding company for a diverse group of financial services companies, including an approximate 65% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. Since the initial sale, AXA has completed additional offerings (and related transactions). As a result, as of May 20, 2021, AXA no longer owns shares of Equitable.

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

NOTE C

Distribution Services Agreement

The Fund has adopted a Distribution Services Agreement (the “Agreement”) pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Agreement, the Fund pays distribution and servicing fees to the Distributor at an annual rate of up to .30% of the Fund’s average daily net assets

 

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attributable to Class A shares, 1% of the Fund’s average daily net assets attributable to Class C shares, .50% of the Fund’s average daily net assets attributable to Class R shares and .25% of the Fund’s average daily net assets attributable to Class K shares. There are no distribution and servicing fees on the Advisor Class, Class I and Class Z shares. The fees are accrued daily and paid monthly. Payments under the Agreement in respect of Class A shares are currently limited to an annual rate of .25% of Class A shares’ average daily net assets. The Agreement provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities. Since the commencement of the Fund’s operations, the Distributor has incurred expenses in excess of the distribution costs reimbursed by the Fund in the amounts of $2,980,001, $845,617 and $948,169 for Class C, Class R and Class K shares, respectively. While such costs may be recovered from the Fund in future periods so long as the Agreement is in effect, the rate of the distribution and servicing fees payable under the Agreement may not be increased without a shareholder vote. In accordance with the Agreement, there is no provision for recovery of unreimbursed distribution costs incurred by the Distributor beyond the current fiscal year for Class A shares. The Agreement also provides that the Adviser may use its own resources to finance the distribution of the Fund’s shares.

NOTE D

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended July 31, 2021 were as follows:

 

   Purchases  Sales 

Investment securities (excluding U.S. government securities)

  $    4,076,996,964  $    3,238,031,020 

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

  $    4,225,594,639 
  

 

 

 

Gross unrealized appreciation

   1,503,178,960 

Gross unrealized depreciation

   (137,275,961
  

 

 

 

Net unrealized appreciation

  $1,365,902,999 
  

 

 

 

1. Derivative Financial Instruments

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The Fund did not engage in derivatives transactions for the year ended July 31, 2021.

2. Currency Transactions

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

NOTE E

Securities Lending

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

 

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marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent currently invests the cash collateral received in Government Money Market Portfolio, an eligible money market vehicle, in accordance with the investment restrictions of the Fund, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. The collateral will be adjusted the next business day to maintain the required collateral amount. The amounts of securities lending income from the borrowers and Government Money Market Portfolio are reflected in the statement of operations. When the Fund earns net securities lending income from Government Money Market Portfolio, the income is inclusive of a rebate expense paid to the borrower. In connection with the cash collateral investment by the Fund in Government Money Market Portfolio, the Adviser has agreed to waive a portion of the Fund’s share of the advisory fees of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. When the Fund lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. A principal risk of lending portfolio securities is that the borrower may fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. The lending agent has agreed to indemnify the Fund in the case of default of any securities borrower.

A summary of the Fund’s transactions surrounding securities lending for the year ended July 31, 2021 is as follows:

 

Market Value
of Securities

on Loan*
  Cash
Collateral*
  Market Value
of Non-Cash
Collateral*
  Income
from
Borrowers
  Government Money
Market Portfolio
 
 Income
Earned
  Advisory
Fee
Waived
 
$  737,515,951  $  131,341,458  $  634,811,242  $  2,384,202  $  34,825  $  16,498 

 

*

As of July 31, 2021.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE F

Capital Stock

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

 

       
   Shares     Amount    
   Year Ended
July 31,
2021
  Year Ended
July 31,
2020
     Year Ended
July 31,
2021
  Year Ended
July 31,
2020
    
  

 

 

  
Class A

 

 

Shares sold

   3,044,585   5,892,997   $230,429,868  $314,953,231  

 

  

Shares issued in reinvestment of distributions

   1,082,499   649,009    76,954,511   33,618,677  

 

  

Shares converted from Class B

   – 0 –   19,406    – 0 –   1,054,500  

 

  

Shares converted from Class C

   140,050   131,651    10,625,960   7,258,631  

 

  

Shares redeemed

   (4,878,125  (3,238,637   (358,717,142    (168,763,743)  

 

  

Net increase (decrease)

   (610,991  3,454,426   $(40,706,803 $188,121,296  

 

  
       
Class B

 

 

Shares sold

   – 0 –   497   $– 0 –  $15,552  

 

  

Shares converted to Class A

   – 0 –   (33,684   – 0 –   (1,054,500 

 

  

Shares redeemed

   – 0 –   (607   – 0 –   (19,184 

 

  

Net decrease

   – 0 –   (33,794  $– 0 –  $(1,058,132 

 

  
       
Class C

 

 

Shares sold

   608,845   406,117   $23,298,471  $12,238,547  

 

  

Shares issued in reinvestment of distributions

   218,739   157,671    7,730,232   4,477,861  

 

  

Shares converted to Class A

   (281,306  (234,101   (10,625,960  (7,258,631 

 

  

Shares redeemed

   (231,931  (324,364   (8,767,416  (9,470,036 

 

  

Net increase (decrease)

   314,347   5,323   $11,635,327  $(12,259 

 

  
       
Advisor Class

 

 

Shares sold

   14,137,354   9,626,241   $  1,213,475,458  $569,878,821  

 

  

Shares issued in reinvestment of distributions

   1,161,487   673,649    93,627,499   39,031,230  

 

  

Shares redeemed

   (6,422,314  (4,865,646   (546,384,818  (270,336,496 

 

  

Net increase

   8,876,527   5,434,244   $760,718,139  $338,573,555  

 

  
       

 

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   Shares     Amount    
   Year Ended
July 31,
2021
   Year Ended
July 31,
2020
     Year Ended
July 31,
2021
  Year Ended
July 31,
2020
    
  

 

 

  
Class R

 

 

Shares sold

   421,691    155,230   $30,737,134  $7,806,654  

 

  

Shares issued in reinvestment of distributions

   54,260    51,451    3,647,367   2,543,752  

 

  

Shares redeemed

   (261,487   (265,246   (18,478,914  (13,305,476 

 

  

Net increase (decrease)

   214,464    (58,565  $15,905,587  $(2,955,070 

 

  
        
Class K

 

 

Shares sold

   1,008,540    329,428   $77,481,737  $17,634,394  

 

  

Shares issued in reinvestment of distributions

   90,408    66,927    6,663,086   3,579,898  

 

  

Shares redeemed

   (311,985   (450,828   (24,132,452  (24,891,749 

 

  

Net increase (decrease)

   786,963    (54,473  $60,012,371  $(3,677,457 

 

  
        
Class I

 

 

Shares sold

   3,167,972    3,678,968   $266,550,012  $213,380,113  

 

  

Shares issued in reinvestment of distributions

   806,783    652,672    64,639,450   37,606,923  

 

  

Shares redeemed

   (3,670,140   (3,308,659   (305,091,267  (193,574,639 

 

  

Net increase

   304,615    1,022,981   $26,098,195  $57,412,397  

 

  
        
Class Z

 

 

Shares sold

   7,899,600    3,307,054   $669,707,797  $196,036,284  

 

  

Shares issued in reinvestment of distributions

   813,978    434,401    65,655,418   25,164,870  

 

  

Shares redeemed

   (3,151,673   (1,677,512   (268,554,834  (97,568,546 

 

  

Net increase

   5,561,905    2,063,943   $  466,808,381  $123,632,608  

 

  

NOTE G

Risks Involved in Investing in the Fund

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

 

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

Capitalization Risk—Investments in small- and mid-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.

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.

LIBOR Transition and Associated Risk—A Fund may invest in debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. The United Kingdom Financial Conduct Authority, which regulates LIBOR, will cease publishing certain LIBOR benchmarks at the end of 2021. Although certain LIBOR rates are intended to be published until June 2023, banks are strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. Although financial regulators and industry working groups have suggested alternative reference rates, such as the European Interbank Offer Rate, the Sterling Overnight Interbank Average Rate and the Secured Overnight Financing Rate, global consensus on alternative rates is lacking and the process for amending existing contracts or instruments to transition away from LIBOR is underway but remains incomplete. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect a Fund’s performance and/or net asset value. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting a Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if

 

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the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur prior to the end of 2021.

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

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions for the Fund, but there is no guarantee that its techniques will produce the intended results. 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 July 31, 2021.

NOTE I

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended July 31, 2021 and July 31, 2020 were as follows:

 

   2021   2020 

Distributions paid from:

    

Ordinary income

  $29,025,651   $– 0 – 

Net long-term capital gains

   338,831,583    179,937,798 
  

 

 

   

 

 

 

Total taxable distributions paid

  $    367,857,234   $    179,937,798 
  

 

 

   

 

 

 

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    35


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

As of July 31, 2021, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

  $$113,854,983 

Undistributed capital gains

   433,608,558 

Unrealized appreciation/(depreciation)

   1,365,902,999(a) 
  

 

 

 

Total accumulated earnings/(deficit)

  $    1,913,366,540 
  

 

 

 

 

(a)

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 July 31, 2021, the Fund did not have any capital loss carryforwards.

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

NOTE J

Recent Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2020-04, “Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” ASU 2020-04 provides optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

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 SMALL CAP GROWTH PORTFOLIO

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FINANCIAL HIGHLIGHTS

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

 

 

 

 

 

 

 

 

 

  Class A 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  62.17   $  57.21   $  60.30   $  49.25   $  41.28 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.62  (.37  (.36  (.44   (.38) 

Net realized and unrealized gain on investment transactions

  25.33   10.19   5.75   16.28   9.32 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  24.71   9.82   5.39   15.84   8.94 
 

 

 

 

Less: Distributions

     

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  79.55   $  62.17   $  57.21   $  60.30   $  49.25 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  41.15 %+   18.86 %+   12.63 %   33.99 %    22.05 %+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $1,090,466   $890,196   $621,553   $583,619   $465,188 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  1.09 %   1.16 %   1.15 %   1.13 %   1.17 % 

Expenses, before waivers/reimbursements(e)

  1.09 %   1.16 %   1.16 %   1.14 %   1.19 % 

Net investment loss(b)

  (.83)%   (.70)%   (.65)%   (.80)%    (.85)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    37


 

FINANCIAL HIGHLIGHTS (continued)

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

 

  Class C 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  33.92   $  33.67   $  39.66   $  34.08   $  29.06 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.61  (.43  (.47  (.57   (.45) 

Net realized and unrealized gain on investment transactions

  13.38   5.54   2.96   10.94   6.44 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  12.77   5.11   2.49   10.37   5.99 
 

 

 

 

Less: Distributions

     

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  39.36   $  33.92   $  33.67   $  39.66   $  34.08 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  40.11 %+   17.99 %+   11.79 %   32.99    21.15 %+ 

Ratios/Supplemental Data

     

Net assets, end of period (000’s omitted)

  $53,790   $35,697   $35,256   $31,424   $27,343 

Ratio to average net assets
of:

     

Expenses, net of waivers/reimbursements(e)

  1.84 %   1.90 %   1.91 %   1.88 %   1.93 % 

Expenses, before waivers/reimbursements(e)

  1.84 %   1.91 %   1.91 %   1.89 %   1.95 % 

Net investment loss(b)

  (1.59)%   (1.44)%   (1.40)%   (1.55)%    (1.46)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

38    |    AB SMALL CAP GROWTH PORTFOLIO

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FINANCIAL HIGHLIGHTS (continued)

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

 

  Advisor Class 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  69.65   $  63.35   $  65.62   $  53.10   $  44.33 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.51  (.27  (.24  (.33   (.25) 

Net realized and unrealized gain on investment transactions

  28.53   11.43   6.46   17.64   9.99 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  28.02   11.16   6.22   17.31   9.74 
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

  – 0 –   – 0 –   (.01  – 0 –   – 0 – 

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Total dividends and distributions

  (7.33  (4.86  (8.49  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  90.34   $  69.65   $  63.35   $  65.62   $  53.10 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  41.51 %+   19.16 %+   12.93 %   34.30 %    22.34 %+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $2,165,454   $1,051,243   $611,919   $414,913   $309,330 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  .84 %   .91 %   .91 %   .88 %   .93 % 

Expenses, before waivers/reimbursements(e)

  .84 %   .91 %   .91 %   .89 %   .94 % 

Net investment loss(b)

  (.60)%   (.46)%   (.41)%   (.55)%    (.52)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    39


 

FINANCIAL HIGHLIGHTS (continued)

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

 

  Class R 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  59.19   $  54.90   $  58.45   $  48.05   $  40.44 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.88  (.54  (.54  (.64   (.47) 

Net realized and unrealized gain on investment transactions

  24.05   9.69   5.47   15.83   9.05 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  23.17   9.15   4.93   15.19   8.58 
 

 

 

 

Less: Distributions

     

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  75.03   $  59.19   $  54.90   $  58.45   $  48.05 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  40.59 %+   18.42 %+   12.20 %   33.45 %    21.61 %+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $53,326   $29,374   $30,459   $33,088   $33,842 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  1.49 %   1.54 %   1.53 %   1.53 %   1.51 % 

Expenses, before waivers/reimbursements(e)

  1.49 %   1.54 %   1.54 %   1.55 %   1.53 % 

Net investment loss(b)

  (1.24)%   (1.07)%   (1.03)%   (1.20)%    (1.08)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

40    |    AB SMALL CAP GROWTH PORTFOLIO

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FINANCIAL HIGHLIGHTS (continued)

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

 

  Class K 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  64.23   $  58.90   $  61.77   $  50.33   $  42.18 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.62  (.34  (.33  (.42   (.30) 

Net realized and unrealized gain on investment transactions

  26.22   10.53   5.94   16.65   9.42 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  25.60   10.19   5.61   16.23   9.12 
 

 

 

 

Less: Distributions

     

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  82.50   $  64.23   $  58.90   $  61.77   $  50.33 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  41.22 %+   18.96 %+   12.71 %   34.04 %    22.00 %+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $121,057   $43,699   $43,284   $42,228   $40,370 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  1.03 %   1.08 %   1.09 %   1.09 %   1.20 % 

Expenses, before waivers/reimbursements(e)

  1.03 %   1.09 %   1.09 %   1.11 %   1.22 % 

Net investment loss(b)

  (.80)%   (.62)%   (.59)%   (.76)%    (.67)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    41


 

FINANCIAL HIGHLIGHTS (continued)

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

 

  Class I 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  69.27   $  63.03   $  65.33   $  52.89   $  44.15 
 

 

 

 

Income From Investment Operations

 

Net investment loss(a)(b)

  (.49  (.26  (.24  (.34   (.24) 

Net realized and unrealized gain on investment transactions

  28.34   11.36   6.43   17.57   9.95 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  27.85   11.10   6.19   17.23   9.71 
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

  – 0 –   – 0 –   (.01  – 0 –   – 0 – 

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Total dividends and distributions

  (7.33  (4.86  (8.49  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  89.79   $  69.27   $  63.03   $  65.33   $  52.89 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)*

  41.48 %+   19.17 %+   12.93 %   34.29 %    22.36 %+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $824,332   $614,788   $494,931   $448,949   $319,437 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  .84 %   .90 %   .90 %   .89 %   .91 % 

Expenses, before waivers/reimbursements(e)

  .84 %   .90 %   .90 %   .91 %   .93 % 

Net investment loss(b)

  (.59)%   (.44)%   (.40)%   (.57)%    (.51)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

42    |    AB SMALL CAP GROWTH PORTFOLIO

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FINANCIAL HIGHLIGHTS (continued)

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

 

  Class Z 
  Year Ended July 31, 
  2021  2020  2019  2018  2017 
 

 

 

 

Net asset value, beginning of period

  $  69.68   $  63.31   $  65.54   $  53.00   $  44.20 
 

 

 

 

Income From Investment Operations

     

Net investment loss(a)(b)

  (.43  (.21  (.19  (.28   (.23) 

Net realized and unrealized gain on investment transactions

  28.54   11.44   6.46   17.61   10.00 

Contributions from Affiliates

  – 0 –   – 0 –   .00(c)   – 0 –   – 0 – 
 

 

 

 

Net increase in net asset value from operations

  28.11   11.23   6.27   17.33   9.77 
 

 

 

 

Less: Dividends and Distributions

     

Dividends from net investment income

  – 0 –   – 0 –   (.02  – 0 –   – 0 – 

Distributions from net realized gain on investment transactions

  (7.33  (4.86  (8.48  (4.79  (.97
 

 

 

 

Total dividends and distributions

  (7.33  (4.86  (8.50  (4.79  (.97
 

 

 

 

Net asset value, end of period

  $  90.46   $  69.68   $  63.31   $  65.54   $  53.00 
 

 

 

 

Total Return

     

Total investment return based on net asset value(d)

  41.62 %+   19.29 %+   13.03 %   34.42 %    22.47 %†+ 

Ratios/Supplemental Data

     

Net assets, end of period
(000’s omitted)

  $1,118,142   $473,742   $299,807   $153,533   $98,090 

Ratio to average net assets of:

     

Expenses, net of waivers/reimbursements(e)

  .75 %   .81 %   .81 %   .80 %   .82 % 

Expenses, before waivers/reimbursements(e)

  .75 %   .81 %   .82 %   .81 %   .83 % 

Net investment loss(b)

  (.51)%   (.36)%   (.32)%   (.48)%    (.49)% 

Portfolio turnover rate

  74 %   75 %   70 %   65 %   66 % 
     
 

  Expense ratios exclude the estimated acquired fund fees of the affiliated/unaffiliated underlying

   

portfolios

  .00 %   .01 %   .01 %   .01 %   .01 % 

See footnote summary on page 44.

 

abfunds.com 

AB SMALL CAP GROWTH PORTFOLIO    |    43


 

FINANCIAL HIGHLIGHTS (continued)

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

 

(a)

Based on average shares outstanding.

 

(b)

Net of expenses waived/reimbursed by the Adviser.

 

(c)

Amount is less than $.005.

 

(d)

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

 

(e)

In connection with the Fund’s investments in affiliated underlying portfolios, the Fund incurs no direct expenses, but bears proportionate shares of the fees and expenses (i.e., operating, administrative and investment advisory fees) of the affiliated underlying portfolios. The Adviser has contractually agreed to waive its fees from the Fund in an amount equal to the Fund’s pro rata share of certain acquired fund fees and expenses, and for the years ended July 31, 2018 and July 31, 2017, such waiver amounted to .01% and .02%, respectively.

 

For the year ended July 31, 2017, the amount includes a refund for overbilling of prior years’ custody out of pocket fees as follows:

 

Net Investment
Income Per Share
  Net Investment
Income Ratio
  Total
Return
$.004  .01%  .01%

 

*

Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended July 31, 2019, July 31, 2018 and July 31, 2017 by .01%, .03% and .03%, respectively.

 

+

The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

See notes to financial statements.

 

44    |    AB SMALL CAP GROWTH PORTFOLIO

 abfunds.com


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Directors of

AB Small Cap Growth Portfolio

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Small Cap Growth Portfolio (the “Fund”), (one of the series constituting AB Cap Fund, Inc. (the “Company”)), including the portfolio of investments, as of July 31, 2021, 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 series constituting AB Cap Fund, Inc.) at July 31, 2021, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

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

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

New York, New York

September 24, 2021

 

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2021 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 July 31, 2021. For corporate shareholders, 5.58% of dividends paid qualify for the dividends received deduction. For individual shareholders, the Fund designates 5.57% of dividends paid as qualified dividend income. The Fund designates $338,831,583 of dividends paid as long-term capital gain dividends.

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 2022.

 

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BOARD OF DIRECTORS

 

Marshall C. Turner, Jr.(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)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Bruce K. Aronow(2), Senior Vice President

Esteban Gomez(2), Vice President

Samantha S. Lau(2), Vice President

Heather Pavlak(2), Vice President

Wen-Tse Tseng(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent  Transfer Agent

State Street Bank and Trust Company

State Street Corporation CCB/5

1 Iron Street

Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.

501 Commerce Street

Nashville, TN 37203

 

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

  

AllianceBernstein Investor
Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

Toll-Free (800) 221-5672

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001-8604

 

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 Small Cap Growth Investment Team. Messrs. Aronow, Gomez and Tseng and Mses. Lau and Pavlak are the investment professionals with the most significant responsibility for the day-to-day management of the Fund’s portfolio.

 

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MANAGEMENT OF THE FUND

 

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,#

45

(2021)

 Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and Head of the Global Client Group overseeing AB’s institutional and retail businesses, 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. Prior to joining the firm in January 2021, he spent 20 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.  75  None
   

 

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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  

Marshall C. Turner, Jr.,##

Chairman of the Board

79

(2005)

 Private Investor since prior to 2016. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). 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. He has extensive operating, leadership and venture capital investing experience, including five interim or full time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.  75  None
   

 

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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,##

70

(2020)

 Private Investor since prior to 2016. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016. He has served as director or trustee of the AB Funds since January 2020.  75  Moody’s Corporation since April 2011
   

Michael J. Downey,##

77

(2005)

 Private Investor since prior to 2016. Formerly, Chairman of the Asia Pacific Fund, Inc. (registered investment company) since prior to 2016 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.  75  

None

   

 

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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,##

73

(2006)

 Private Investor since prior to 2016. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.  75  None
   
Jeanette W. Loeb,##
69
(2020)
 Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund, Inc. (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as director or trustee of the AB Funds since April 2020.  75  Apollo Investment Corp. (business development company) since August 2011

 

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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,##

66

(2016)

 Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018). Formerly, member, Partners Healthcare Investment Committee (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.  75  None
   

 

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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)
  

Garry L. Moody,##
69

(2008)

 Private Investor since prior to 2016. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995) where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He is also a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council. has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.  75  None
   

 

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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)
  
Earl D. Weiner,##
82
(2007)
 Senior Counsel since 2017, Of Counsel from 2007 to 2016, and Partner prior to then, of the law firm Sullivan & Cromwell LLP. He is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.  73  None

 

*

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

 

**

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

 

***

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

 

#

Mr. 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.

 

##

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

 

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MANAGEMENT OF THE FUND (continued)

 

Officers Information

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

 

NAME, ADDRESS*
AND AGE
  POSITION(S)
HELD WITH FUND
  PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Onur Erzan

45

  President and Chief Executive Officer  See biography above.
    
Bruce K. Aronow
55
  Senior Vice President  Senior Vice President of the Adviser**, with which he has been associated since prior to 2016. He is also Chief Investment Officer of Small and SMID Cap Growth Equities.
    

Esteban Gomez

38

  Vice President
  Vice President of the Adviser**, with which he has been associated since 2016. Before joining the Adviser in 2016, he spent three years at J.P. Morgan as an equity research analyst on the Broadlines Retailing, Apparel/Footwear & Specialty Equity Research Team.
    
Samantha S. Lau
48
  Vice President  Senior Vice President of the Adviser**, with which she has been associated since prior to 2016. She is also Co-Chief Investment Officer of US Small and SMID Cap Growth Equities.
    

Heather Pavlak

37

  Vice President
  Vice President of the Adviser**, with which she has been associated since 2018. Before joining the Adviser in 2018, she spent four years at Schroders Investment Management, where she covered materials, utilities and transports as an equity research analyst.
    
Wen-Tse Tseng
55
  Vice President  Senior Vice President of the Adviser**, with which he has been associated since prior to 2016.
    
Emilie D. Wrapp
65
  Secretary  Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2016.
    

Michael B. Reyes

45

  Senior Analyst  Vice President of the Adviser**, with which he has been associated since prior to 2016.
    
Joseph J. Mantineo
62
  Treasurer and Chief Financial Officer  Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2016.
    
Phyllis J. Clarke
60
  Controller  Vice President of ABIS**, with which she has been associated since prior to 2016.
    

Vincent S. Noto

56

  Chief Compliance Officer  Senior Vice President and Mutual Fund Chief Compliance Officer of the Adviser** since prior to 2016.

 

*

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 AllianceBernstein at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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

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

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Directors (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2021, which covered the period January 1, 2020 through December 31, 2020 (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 Fund’s LRMP is adequately designed, has been implemented as intended,

 

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, beginning in March 2020, all financial markets experienced extreme levels of price volatility and relative illiquidity resulting from the COVID-19 impacts on the global economy. This extreme relative illiquidity resulted in significantly wider bid-ask spreads to transact in securities, including many of those securities held by the fund, and in a diminished depth of liquidity in most markets, to varying degrees. Nonetheless, there were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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

The disinterested directors (the “directors”) of AB Cap Fund, Inc. (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Small Cap Growth Portfolio (the “Fund”) at a meeting held by video conference on May 3-5, 2021 (the “Meeting”).

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the

 

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investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. 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 2019 and 2020 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 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

 

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

Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Class A Shares of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing performance of the Class A Shares against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2021. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees and Other Expenses

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

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand,

 

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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 those for two other funds advised by the Adviser utilizing similar investment strategies.

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

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

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

 

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

Economies of Scale

The directors noted that the advisory fee schedule for the Fund contains breakpoints and that the Fund’s net assets were higher than a breakpoint level. Accordingly, the Fund’s current effective advisory fee rate reflected a reduction due to the breakpoint and would be further reduced to the extent the net assets of the Fund increase. 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. Having taken these factors into account, the directors concluded that the Fund’s breakpoint arrangements were acceptable and provide a means for sharing any economies of scale.

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio1

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

Sustainable International Thematic Fund

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities 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

High Yield Portfolio1

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

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 Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

 

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

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

 

1

Prior to August 23, 2021, Sustainable US Thematic Portfolio was named FlexFee US Thematic Portfolio. Prior to April 30, 2021, High Yield Portfolio was named FlexFee High Yield Portfolio.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB SMALL CAP GROWTH PORTFOLIO

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

SCG-0151-0721                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. and Jorge A. Bermudez 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 Growth

   2020   $32,375   $—     $20,481 
   2021   $32,375   $—     $21,016 

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.


(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund:

 

       All Fees for
Non-Audit Services
Provided to the
Portfolio, the Adviser
and Service Affiliates
   Total Amount of
Foregoing Column Pre-
approved by the Audit
Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Small Cap Growth

   2020   $1,054,296   $20,481 
      $—   
      $(20,481
   2021   $1,023,276   $21,016 
      $—   
      $(21,016

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

 

ITEM 6.

INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

 

ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

 

ITEM 11.

CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 13.

EXHIBITS.

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

12 (a) (1) Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1) Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2) Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c) Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant): AB Cap Fund, Inc.
By: /s/ Onur Erzan
 Onur Erzan
 President
Date: October 6, 2021

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: 

October 6, 2021

By: /s/ Joseph J. Mantineo
 Joseph J. Mantineo
 Treasurer and Chief Financial Officer
Date: 

October 6, 2021