Ab Cap Fund DEF 14ADefinitive proxy

SCHEDULE 14A INFORMATION
(RULE 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant   [X]

Filed by a Party other than the Registrant   [_]

Check the appropriate box:

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AB FUNDS, SCB FUNDS AND AB MULTI-MANAGER ALTERNATIVE FUND

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

Toll Free (800) 221-5672

June 3, 2024

Dear Stockholders:

The Board of Directors/Trustees (each, a “Board” and, collectively, the “Boards”) of each investment company (each, a “Company” and, collectively, the “Companies”) listed in the accompanying Notice of Joint Special Meeting of Stockholders is pleased to invite you to the Joint Special Meeting of Stockholders (the “Meeting”) of the Companies and of each fund organized as a series of one of the Companies (each, a “Fund” and, collectively with the Companies which do not offer separate series, the “Funds”) to be held on July 18, 2024. The accompanying Notice of Joint Meeting of Stockholders and the Proxy Statement present one proposal (the “Proposal”) to be considered and voted on at the Meeting.

At the Meeting, stockholders or shareholders of the Funds, as applicable (collectively, the “stockholders”), will be asked to elect directors or trustees (“Directors”). The election of Directors to your Fund is being proposed to consolidate the Boards of the Funds to create a single, unitary board (“Unitary Board”) composed of the same Directors that would oversee all of the Funds, which are currently overseen by two separate groups of Directors. This consolidation of Directors into one Unitary Board is expected to result in administrative efficiencies in fund governance and cost savings to the Funds, as the expenses of administering and maintaining the Unitary Board are expected to be less than the aggregate expenses of administering and maintaining the two groups of separate Directors currently overseeing the Funds. The enclosed Proxy Statement describes the nominees’ qualifications.

Each Board has concluded that the Proposal is advisable and in the best interests of each of the Funds it oversees, and unanimously recommends that you vote “FOR” the Proposal.

We welcome your attendance at the Meeting. Even if you plan to attend, we encourage you to authorize a proxy to vote your shares. Computershare Fund Services (“Computershare”), a proxy solicitation firm, has been selected to assist stockholders in the proxy solicitation process. If we have not received your proxy authorization as the date of the Meeting approaches, you may receive a telephone call from Computershare reminding you to authorize the proxy holders to cast your votes. No matter how many shares you own, your vote is important.

Sincerely,

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QUESTIONS AND ANSWERS

AB FUNDS, SCB FUNDS AND AB MULTI-MANAGER ALTERNATIVE FUND

PROXY

Each stockholder will be asked to vote on the Proposal with respect to the Fund in which the stockholder holds shares as of the Record Date.

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In reaching its conclusion, each Board considered, among other things, that the Unitary Board is expected to provide administrative efficiencies in Fund governance and to result in cost savings for the Funds overseen by each group of separate Directors, as the expenses of administering and maintaining the Unitary Board are expected to be less than the aggregate expenses of administering and maintaining the two groups of separate Directors currently overseeing the Funds. Each Board recognized that the potential for future cost savings for Fund stockholders due to a consolidation of Directors into a Unitary Board would be reduced in the event that not all Companies approve the Proposal, as fixed governance costs and other costs would be allocated across a smaller number of Funds. Each Board also took into account that the proposed consolidation was expected to reduce the administrative burden to the Adviser of interacting with two separate boards and result in efficiencies associated with uniform board oversight.

The nominees for election by the stockholders of each of the Funds are Jorge A. Bermudez, Alexander Chaloff, R. Jay Gerken, Jeffrey Holland, Jeanette W. Loeb, Carol C. McMullen, Garry L. Moody and Emilie D. Wrapp.

For the AB Funds, four of the eight nominees are current members of their respective Boards, and one nominee is a current Advisory Board member. For the SCB Funds and AMMAF, two of the eight nominees are current members of their respective Boards, and one of the eight nominees is the current President of the SCB Funds and AMMAF.

If each nominee is elected by each Company, each nominee will begin the term to which he or she is being elected on January 1, 2025, and the Funds will begin to operate under the oversight of the Unitary Board on January 1, 2025.

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In connection with the establishment of the Unitary Board, the current Directors of the Boards of the AB Funds, SCB Funds and AMMAF who are not standing for election to the Unitary Board will resign or retire, effective December 31, 2024. Michael J. Downey, Nancy P. Jacklin and Marshall C. Turner Jr. will retire as Directors of the AB Funds effective December 31, 2024. Onur Erzan will resign as a Director of the AB Funds effective December 31, 2024, but will continue to serve as President and Chief Executive Officer of the AB Funds. Donald Peterson is scheduled to retire as a Director of the SCB Funds and AMMAF effective December 31, 2024, in accordance with the SCB Funds and AMMAF mandatory retirement policy. Under that policy, Debra Perry and William Kristol are not scheduled to retire as Directors of the SCB Funds and AMMAF until December 31, 2026 and December 31, 2027, respectively, but have agreed to retire effective December 31, 2024. Ms. Perry and Mr. Kristol are eligible for a one-time retirement benefit payment, as discussed in the enclosed Proxy Statement.

Additional information regarding each nominee and the Proposal is set forth in the enclosed Proxy Statement.

Please note that each of the Boards has considered the Proposal and is recommending and asking that you vote for the election of each of the nominees for Directors only with respect to the Fund or Funds that the Board oversees, and that Board has not considered, nor is it making any recommendation for, the Proposal with respect to any other Fund.

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AB Active ETFs, Inc.

AB Bond Fund, Inc.

AB Cap Fund, Inc.

AB Core Opportunities Fund, Inc.

AB Corporate Shares

AB Discovery Growth Fund, Inc.

AB Equity Income Fund, Inc.

AB Fixed-Income Shares, Inc.

AB Global Bond Fund, Inc.

AB Global Real Estate Investment Fund, Inc.

AB Global Risk Allocation Fund, Inc.

AB High Income Fund, Inc.

AB Institutional Funds, Inc.

AB Large Cap Growth Fund, Inc.

AB Municipal Income Fund, Inc.

AB Municipal Income Fund II

AB Relative Value Fund, Inc.

AB Sustainable Global Thematic Fund, Inc.

AB Sustainable International Thematic Fund, Inc.

AB Trust

AB Variable Products Series Fund, Inc.

Sanford C. Bernstein Fund II, Inc.

The AB Portfolios 

Bernstein Fund, Inc.

Sanford C. Bernstein Fund, Inc.

AB Multi-Manager Alternative Fund

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

Toll Free (800) 221-5672

NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS

SCHEDULED FOR JULY 18, 2024

To the Stockholders of the Funds:

Notice is hereby given that a Joint Special Meeting of Stockholders (the “Meeting”) of the investment companies (“Companies”) listed above and, as appli-

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cable, each fund organized as a series of the Companies (individually, a “Fund”, and, collectively, the “Funds”) will be held at the offices of the Funds, 1345 Avenue of the Americas, 41^st Floor, New York, New York 10105, on July 18, 2024, at 3:00 p.m., Eastern Time. The term “Fund” also includes standalone Companies (identified below), which do not offer separate series of shares representing interests in separate portfolios of securities. Each of the Companies is a Maryland corporation, with the exception of AB Corporate Shares, AB Municipal Income Fund II, AB Trust, and The AB Portfolios, each of which is a Massachusetts business trust, and AB Multi-Manager Alternative Fund, which is a Delaware statutory trust. The Meeting is designated as a “Special” stockholder meeting for all of the Funds.

The Meeting will be held to consider and vote on the following proposal, which is more fully described in the accompanying Proxy Statement dated June 3, 2024:

Only the business set forth in this Notice of Joint Special Meeting of Stockholders may be brought before the Meeting with respect to the Funds.

Any stockholder of record of a Fund at the close of business on May 22, 2024 is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The Proxy Statement and accompanying materials, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Stockholders to be Held on July 18, 2024 (the “Notice of Internet Availability of Proxy Materials”), are being mailed to shareholders on or about June 5, 2024. The enclosed proxy for each Fund is being solicited on behalf of the Board of Directors/Trustees of that Fund.

New York, New York

June 3, 2024

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YOUR VOTE IS IMPORTANT

If you received a Proxy Card in the mail, please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also authorize proxies to cast your vote by telephone or through the Internet. To do so, please follow the instructions on the enclosed Proxy Card or on the Notice of Internet Availability of Proxy Materials. Your vote is very important no matter how many shares you own. Please mark and mail or otherwise authorize your proxy promptly in order to save the Funds any additional cost of further proxy solicitation and in order for the Meeting to be held as scheduled.

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

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PROXY STATEMENT

JOINT SPECIAL MEETING OF STOCKHOLDERS

JULY 18, 2024

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AB ETFs, ABF, ACF, ACOF, ACS, ADGF, AEIF, AFIS, AGBF, AGREIF, AGRAF, AHIF, AInstF, ALCGF, AMIF, AMIF II, ARVF, ASGTF, ASITF, ABT, AVP, SCB II, TAP, Bernstein, SCB and AMMAF are each a “Company.” ACOF, ADGF, AEIF, AGBF, AGREIF, AGRAF, AHIF, ALCGF, ARVF, ASGTF, ASITF and AMMAF are each also a standalone Company, which do not offer separate series of shares representing interests in separate portfolios of securities. Each of the Companies is a Maryland corporation, with the exception of ACS, AMIF II, ABT, and TAP, each of which is a Massachusetts business trust, and AMMAF, which is a Delaware statutory trust.

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1345 Avenue of the Americas

New York, New York 10105

INTRODUCTION

This is a combined Proxy Statement for the funds listed above (each a “Fund”, and collectively, the “Funds”). The term “Fund” also includes standalone Companies, which do not offer separate series of shares representing interests in separate portfolios of securities. Each of the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) is soliciting proxies for a Joint Special Meeting of Stockholders of each Fund (the “Meeting”) to consider and vote on a proposal (the “Proposal”) to elect eight Directors to the Board of each Fund. The Proposal is being recommended by that Board for the Fund or Funds that it oversees. We refer to directors or trustees as, individually, a “Director” or collectively, the “Directors” for the purposes of this Proxy Statement.

The Funds are sending you this Proxy Statement to ask for your vote on the Proposal. The Funds will hold the Meeting at the offices of the Funds, 1345 Avenue of the Americas, 41^st Floor, New York, New York 10105, on July 18, 2024 at 3:00 p.m., Eastern Time. The solicitation will be made primarily by mail and may also be made by telephone or through the Internet. It is expected that the expenses of the printing and mailing of the proxy statements, including the proxy solicitation costs, as well as the legal costs of counsel relating thereto, will be borne by the Funds, allocated by relative net assets (except insofar as such expenses may be borne by AllianceBernstein L.P. (the “Adviser”) pursuant to expense limitation agreements in place at the relevant times for certain Funds and in the case of each series of AB ETFs, which are subject to a unitary fee). Stockholders will receive either a copy of this Proxy Statement and the accompanying proxy materials, which are expected to be mailed on or about June 5, 2024, or an Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Stockholders to be Held on July 18, 2024 (the “Notice of Internet Availability of Proxy Materials”), which is expected to be mailed on or about June 5, 2024.

Any stockholder or shareholder (each, a “stockholder” and together, the “stockholders”) who owned shares of a Fund at the close of business on May 22, 2024 (the “Record Date”) is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote. Appendix A sets forth the number of shares of each Fund issued and outstanding as of the Record Date. The Joint Special Meeting of Stockholders is designated as a “Special” stockholder meeting for all Funds.

Important Notice Regarding Availability of Proxy Materials for the Stockholders’ Meeting to be Held on Thursday, July 18, 2024. This Proxy Statement is available on the Internet at www.alliancebernstein.com/abfundsproxy.

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PROPOSAL:

ELECTION OF DIRECTORS

At the Meeting, stockholders of each Fund will vote on the election of Directors, whose terms pursuant to such election will begin on January 1, 2025. As a result, if all nominees (“Director Nominees”) are elected, each Company will have a single, unitary board (“Unitary Board”) composed of the same Directors that would oversee all of the Funds, effective January 1, 2025. Unless otherwise noted herein, each Director elected at the Meeting will serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

The Funds are currently overseen by two separate groups of Directors; the AB Funds are currently overseen by eight Directors and the SCB Funds and AMMAF are currently overseen by five different Directors. Following careful deliberation, each Board has separately determined that it is advisable and in the best interests of the Funds overseen by such Board to align and consolidate the membership of the Boards so that all of the Funds are overseen by a Unitary Board consisting of eight Directors. Accordingly, at the Meeting, the stockholders will be asked to elect a common slate of eight Directors. If all Director Nominees are elected by the stockholders, the Unitary Board will be responsible for overseeing all of the mutual funds, the closed-end investment company and ETFs listed in this Proxy Statement. It is anticipated that the same Unitary Board will oversee two other closed-end investment companies sponsored and advised by the Adviser that are not covered by this Proxy Statement that are expected to hold annual meetings of stockholders for the purpose of electing Directors in March 2025. The Adviser, which is a controlled indirect subsidiary of Equitable Holdings, Inc., is a leading global investment adviser supervising client accounts with assets as of March 31, 2024 totaling approximately $759 billion (of which approximately $150 billion represented assets of registered investment companies sponsored by the Adviser).

In reaching its conclusion that approval of the Proposal is advisable and in the best interests of the Funds, each Board considered the Adviser’s recommendation for approval of the Unitary Board, including the following potential benefits to the Funds, as presented by the Adviser:

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The Adviser and the Boards reviewed the impact of a Unitary Board on Fund expenses. The expenses of administering and maintaining the Unitary Board are expected to be less than the aggregate expenses of administering and maintaining the groups of separate Directors currently overseeing the Funds, and such expenses would be allocated across all the Funds. This, in turn, is expected to result in savings to Fund stockholders. If the Unitary Board is approved, the expense allocation methodology currently applied by the AB Funds of 50% of the aggregate Board expenses allocated among the Funds pro rata by the number of Funds and 50% of the aggregate Board expenses allocated among the Funds by their relative net assets (each Fund’s total net assets to the total net assets of all the Funds) would be applied for all Funds. It is anticipated that all Funds would see an expense ratio reduction as a result of the approval of their Unitary Board.

The Unitary Board is also expected to benefit the Adviser because it should reduce the administrative burden to the Adviser of interacting with two boards rather than one board, and present opportunities for enhanced efficiencies associated with uniform board oversight, such as reducing the need to have separate meetings and materials to consider the same or substantially similar matters. A Unitary Board would avoid duplication of efforts involved in the preparation and conduct of board meetings, including repeated presentations by the Adviser at different meetings. This board structure may also enable the Adviser to focus greater resources and time on matters that more directly benefit stockholders, such as new product initiatives, fund services and distribution opportunities. Since there are

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expense limitations in place for some Funds and, in the case of ETFs, a unitary fee, the Adviser will benefit from the expected reductions in Fund expenses which would result in lower expense reimbursements or waivers by the Adviser or, in the case of the ETFs, higher retained fees.

Four of the eight Director Nominees currently serve as Directors on the Boards of the AB Funds (Mses. Loeb and McMullen and Messrs. Bermudez and Moody). Two Director Nominees (Messrs. Gerken and Holland) currently serve as Directors on the Boards of the SCB Funds and AMMAF. One Director Nominee (Ms. Wrapp) currently serves as an Advisory Board member of the AB Funds. One Director Nominee (Mr. Chaloff) currently serves as the President of the SCB Funds and AMMAF.

In connection with the establishment of the Unitary Board, the current Directors of the Boards of the AB Funds, SCB Funds and AMMAF who are not standing for election to the Unitary Board will resign or retire, effective December 31, 2024. Michael J. Downey, Nancy P. Jacklin and Marshall C. Turner Jr. will retire as Directors of the AB Funds effective December 31, 2024. Onur Erzan will resign as a Director of the AB Funds effective December 31, 2024, but will continue to serve as President and Chief Executive Officer of the AB Funds. Donald Peterson is scheduled to retire as a Director of the SCB Funds and AMMAF effective December 31, 2024, in accordance with the SCB Funds and AMMAF mandatory retirement policy. Under that policy, Debra Perry and William Kristol are not scheduled to retire as Directors of the SCB Funds and AMMAF until December 31, 2026 and December 31, 2027, respectively, but have agreed to retire effective December 31, 2024.

Because Ms. Perry and Mr. Kristol would not otherwise be required to retire until December 31, 2026 in the case of Ms. Perry and December 31, 2027 in the case of Mr. Kristol, the SCB Funds and AMMAF Boards have adopted a retirement plan covering Ms. Perry and Mr. Kristol. The retirement plan contemplates payment of a retirement benefit to each such Director, payable from the SCB Funds and AMMAF, in an amount equal to an amount otherwise payable for two years’ service as a Director, such payment being composed of the retainer fee (not including any additional increment payable for service as Board Chair or Committee Chair) plus regular meeting fees (assuming six regular meetings per year). This retirement benefit amount of $480,000 for each such Director will be paid in a lump sum prior to December 31, 2024. In recognition of the SCB Funds’ and AMMAF’s costs associated with payment of retirement benefits, the Adviser has agreed, no later than December 31, 2024, to waive its fees from the SCB Funds and AMMAF in an amount equal to $960,000, which is or would be in addition to any other waiver that the Adviser has undertaken or shall undertake.

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Each of the individuals identified below has been nominated for election as a Director of the Funds as indicated below. For the AB Funds, each Director Nominee was recommended for nomination by the applicable Fund’s Governance and Nominating Committee; for the SCB Funds and AMMAF, each nominee was recommended for nomination by the applicable Fund’s Governance, Nominating and Compensation Committee (“Governance Committee”). Each of these committees, which, among other things, considers recommendations on nominations for Directors, reviewed the qualifications, experience, and background of the Director Nominees. Based upon this review, each Committee recommended each Director Nominee to the respective Board as a candidate for nomination as a Director. At meetings of Directors held on May 9, 2024, after discussion and further consideration of the matter, the Directors voted to nominate the Director Nominees for election by stockholders.

Unless contrary instructions are received, it is the intention of the persons named as proxies in the accompanying Proxy Card to vote in favor of the nominees named below for election as Directors.

Independent Director

Nominees:

Jorge A. Bermudez

R. Jay Gerken

Jeffrey R. Holland

Jeanette W. Loeb

Carol C. McMullen

Garry L. Moody

Interested Director Nominees:

Alexander Chaloff

Emilie D. Wrapp

Each Director Nominee has consented to serve as a Director. The Boards of the Funds know of no reason why any of the Director Nominees would be unable to serve, but in the event any Director Nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such Director Nominee will be voted for a substitute Director Nominee as recommended by the Boards in their sole and absolute discretion.

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Certain information concerning the Funds’ Director Nominees is set forth below (Director Nominees are referred to as Directors in the charts below).

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The business and affairs of each Fund are overseen by the Fund’s Board. The Boards of the AB Funds have also established an Advisory Board currently composed of one member (Ms. Wrapp) who was appointed by the Boards of the AB Funds. The Advisory Board assists the Boards of the AB Funds in a non-voting capacity in its oversight of the management of the Funds. If the Proposal is approved, Ms. Wrapp, a Director Nominee, will no longer serve as the Advisory Board member for the AB Funds. Ms. Wrapp will continue to serve in her capacity as the Advisory Board member for two other closed-end investment companies sponsored and advised by the Adviser that are not covered by the Proxy Statement. Each of those closed-end investment companies has a board of directors divided into three classes, and is expected to hold an annual meeting of stockholders in March 2025 for the purpose of electing directors such that each will have the same Unitary Board if all nominees are elected, at which time Ms. Wrapp would relinquish her role as the Advisory Board member for those funds.

Each Fund’s Board remains solely responsible for the oversight of the management of such Fund. Directors who are not “interested persons” of a Fund, as defined in the 1940 Act, are referred to as “Independent Directors”, and Directors

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who are “interested persons” of a Fund are referred to as “Interested Directors”. Certain information concerning each Company’s governance structure and each Director is set forth below.

AB Funds

Experience, Skills, Attributes, and Qualifications of the Funds’ Director Nominees. The Governance and Nominating Committee of each Fund’s Board, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board. In evaluating a candidate for nomination or election as a Director, the Governance and Nominating Committee considers the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that each Board believes contributes to good governance for the applicable Funds. In assessing diversity of experience, the Governance and Nominating Committee takes account of a candidate’s educational and professional background, but also the diversity of experience a candidate derives from race, gender, ethnicity, religion, nationality, disability, sexual orientation, or cultural background. Additional information concerning the Governance and Nominating Committee’s consideration of Director Nominees appears in the description of the Committee below.

Each Fund’s Board believes that, collectively, the Director Nominees have balanced and diverse experience, qualifications, attributes, and skills, which will allow the Unitary Board to operate effectively in governing each Fund and protecting the interests of stockholders. The Board of each Fund has concluded that, based on each Director Nominees’ experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Director Nominees, each Director Nominee is qualified to serve as a Director.

In determining that a particular Director Nominee is qualified to serve as a Director, each Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, each Board has taken into account the service of each current Director who is a Director Nominee during his or her tenure in concluding that each should continue to serve as Director. Additional information about the specific experience, skills, attributes and qualifications of each Director Nominee, which in each case led to each Board’s conclusion that each Director Nominee should serve (or continue to serve) as a Director of the Fund, is provided in the table above and in the next paragraph.

Among other attributes and qualifications common to all Director Nominees are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the applicable

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Fund’s independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In evaluating the Director Nominees, each Board considered, among other things, that: Mr. Bermudez has extensive experience in the financial services industry, including risk management, from his service in various senior executive positions, including as Chief Risk Officer, of a large global financial services company, as a director and Audit Chair of a Federal Reserve Bank and a director and Audit Chair of a large public company, and as Chairman or director or trustee of numerous non-profit organizations; Mr. Gerken has investment management experience as a portfolio manager and executive officer, and he has served as Chair of the SCB Funds Board and AMMAF Board since July 2023, has served as a director or trustee of the SCB Funds since July 2013 and AMMAF since December 2018 and served as Chair of the Audit Committees of the SCB Funds from July 2018 to June 2023 and Chair of the Audit Committee of AMMAF from December 2018 to June 2023; Mr. Holland has business experience as a senior executive of a financial services firm, including experience in provision of custody and other services to investment funds globally, and he has served as a director or trustee of the SCB Funds and AMMAF since September 2019 and serves as Chair of the Audit Committees of such Funds since July 2023; Mr. Chaloff has business, finance and investment management experience as Head of Investment & Wealth Strategies of Bernstein Private Wealth Management of the Adviser, and he has served as President and Chief Executive Officer of the SCB Funds and AMMAF as of April 2023; Ms. Loeb has extensive experience in the financial services industry and in business more generally, including as a former executive and partner of a large global financial services company and as Chief Executive Officer of a private e-commerce company, a director and audit committee member of a large publicly traded business development company and former director of a fund of hedge funds, and a director or trustee of numerous non-profit organizations including the United Nations Development Corporation and New York City Center and has served as Chair of the Governance and Nominating Committees of the AB Funds since August 2023; Ms. McMullen has experience in talent management for a global technology consulting firm, serves on the advisory board of a privately held e-commerce company, has served as director of a variety of privately held firms and non-profit boards (including as director of one of the 10 largest healthcare systems in the U.S. and Chair of a top U.S. community hospital), has extensive asset management industry experience including as Director of Global Investment Research for a major fund company and President of Wealth Management for a regional bank and has served as Chair of the Audit Committees of the AB Funds since February 2023; Mr. Moody, a certified public accountant, has extensive experience in the asset management industry as a senior executive of a large fund complex and as Vice Chairman and U.S. and Global Investment Management Practice Managing Partner for a major accounting firm, and served as a member of the Board of Governors of the Investment Company Institute, the leading association representing regulated funds, including mutual funds, ETFs and closed-end funds, from October 2019

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through September 2023 and also the Governing Council of the Independent Directors Council, a group created by the Investment Company Institute that aims to advance the education, communication and policy positions of investment company independent directors, where he also served as the Chairman of the Governance Committee from October 2021 through September 2023, has served as a director or trustee since 2008 and served as Chairman of the Audit Committees of the AB Funds from 2008 to February 2023, and has served as Chairman of the AB Funds and the Independent Directors Committees of the AB Funds since 2023; and Ms. Wrapp has extensive experience in the investment management industry, including formerly serving as Senior Vice President, Assistant Secretary, Counsel and Head of Mutual Fund & Retail Legal of the Adviser, and Assistant General Counsel and Assistant Secretary of ABI, and she also served as Chief Legal Officer and Secretary of the AB Funds and other registered investment companies advised by the Adviser and had extensive involvement in fund industry organizations including committees and working groups of the Investment Company Institute. The disclosure herein of a Director Nominee’s experience, qualifications, attributes and skills does not impose on such Director Nominee, if elected, any duties, obligations, or liability that are greater than the duties, obligations and liability imposed on any Director as a member of a Board and any committee thereof in the absence of such experience, qualifications, attributes and skills.

Board Structure and Oversight Function. Each Board is responsible for oversight of the management of the applicable Fund. Each Fund has engaged the Adviser to manage the Fund on a day-to-day basis. Each Board is responsible for overseeing the Adviser and the applicable Fund’s other service providers in the operations of the Fund in accordance with the Fund’s investment objective and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable Federal, state and other securities and other laws, and the Fund’s charter and bylaws. Each Board typically meets at regularly scheduled meetings four times throughout the year. In addition, each Board may meet at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, each Board has established three standing committees – the Audit, Governance and Nominating, and Independent Directors Committees – and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each standing committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.

An Independent Director serves as Chairman of each Board. The Chair’s duties include setting the agenda for each Board meeting in consultation with

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management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that a Board’s leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Funds, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chair pursuant to certain 2003 regulatory settlements involving the Adviser.

Risk Oversight. Each Fund is subject to a number of risks, including investment, compliance and operational risks, including cyber risks. Day-to-day risk management with respect to a Fund resides with the Adviser or other service providers (depending on the nature of the risk), subject to supervision by the Adviser. Each Board has charged the Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.

Risk oversight forms part of a Board’s general oversight of the Fund’s investment program and operations and is addressed as part of various regular Board and committee activities. The Fund’s investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by each Board and its Audit Committee. The Directors regularly receive reports from, among others, management (including the Chief Risk Officer of the Adviser), the Fund’s Chief Compliance Officer, the Fund’s independent registered public accounting firm, the Adviser’s internal legal counsel, the Adviser’s Chief Compliance Officer and internal auditors for the Adviser, as appropriate, regarding risks faced by the Fund and the Adviser’s risk management programs. In addition, the Directors receive regular updates on cyber security matters from the Adviser.

Not all risks that may affect a Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some

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risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve a Fund’s goals. As a result of the foregoing and other factors a Fund’s ability to manage risk is limited.

Board Committees. Each Fund’s Board has three standing committees – an Audit Committee, a Governance and Nominating Committee and an Independent Directors Committee. The number of meetings held by each of these committees during each Fund’s respective fiscal year is set forth in Appendix B. The members of the Audit, Governance and Nominating and Independent Directors Committees are Jorge A. Bermudez, Michael J. Downey, Nancy P. Jacklin, Jeanette W. Loeb, Carol C. McMullen, Garry L. Moody and Marshall C. Turner, Jr. As discussed earlier in this Proxy Statement, Michael J. Downey, Nancy P. Jacklin and Marshall C. Turner, Jr. are expected to retire from each Fund’s Board effective December 31, 2024. The Advisory Board member is generally invited to attend all or portions of meetings of the committees.

The function of the Audit Committee is to assist each Board in its oversight of each Fund’s accounting and financial reporting policies and practices.

The function of the Governance and Nominating Committee includes the nomination of persons to fill any vacancies or newly created positions on the Board. Each Board has adopted a charter for its Governance and Nominating Committee. Pursuant to the Governance and Nominating Committee charter, the Governance and Nominating Committee assists each Board in carrying out its responsibilities with respect to governance of the Fund and identifies, evaluates, selects and nominates candidates for the Board. The Governance and Nominating Committee may also set standards or qualifications for Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of each Board and its committees, and whether there are health or other reasons that might affect the Director’s ability to perform his or her duties. The Governance and Nominating Committee may consider candidates as Directors submitted by the Fund’s current Board members, officers, the Adviser, stockholders and other appropriate sources.

Pursuant to the Governance and Nominating Committee charter, the Governance and Nominating Committee will consider candidates for nomination as a Director submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of the Company’s common stock or shares of beneficial interest for at least two years at the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Governance and Nominating Committee, the submission, including all required information, must be submitted in writing to the at-

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tention of the Secretary at the principal executive offices of the Funds not less than 120 days before the date of the proxy statement for the previous year’s annual meeting of stockholders. If the Funds did not hold an annual meeting of stockholders in the previous year, the submission must be delivered or mailed and received within a reasonable amount of time before the Funds begin to print and mail its proxy materials. Public notice of such upcoming annual meeting of stockholders may be given in a stockholder report or other mailing to stockholders or by other means deemed by the Governance and Nominating Committee or the Boards to be reasonably calculated to inform stockholders.

Stockholders submitting a candidate for consideration by the Governance and Nominating Committee must provide the following information to the Governance and Nominating Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the stockholder or an associated person of the stockholder as defined below; (C) the class or series and number of all shares of the Company owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the stockholder believes that the candidate is or will be an “interested person” of the Company (as defined in the 1940 Act) and, if believed not to be an “interested person”, information regarding the candidate that will be sufficient for the Funds to make such determination; and (F) information as to the candidate’s knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors’ and officers’ questionnaire if elected; (iv) the nominating stockholder’s name as it appears on the Company’s books and consent to be named as such by the Funds; (v) the class or series and number of all shares of a Fund owned beneficially and of record by the stockholder and any associated person of the stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Funds’ record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the stockholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the stockholder. “Associated person of the stockholder” means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the stockholder or (b) the associated person of the stockholder.

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The Governance and Nominating Committee may require the stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the stockholder to serve on the Board. If the stockholder fails to provide such other information in writing within seven days of receipt of written request from the Governance and Nominating Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Committee.

The Governance and Nominating Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Governance and Nominating Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate’s relevant knowledge, experience, and expertise, the candidate’s ability to carry out his or her duties in the best interests of the Funds, and the candidate’s ability to qualify as an Independent Director. When assessing a candidate for nomination, the Committee considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board.

The function of the Independent Directors Committee is to consider and take action on matters that each Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Advisory and Distribution Services Agreements.

The Boards of the AB Funds have adopted a process for stockholders to send communications to the Board of their Fund. To communicate with the Board or an individual Director of a Fund, a stockholder must send a written communication to that Fund’s principal office at the address listed in the Notice of Joint Special Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed.

SCB Funds and AMMAF

Experience, Skills, Attributes, and Qualifications of the Funds’ Director Nominees. The Governance Committee of the SCB Funds and AMMAF, which is composed of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or, in the case of a vacancy,

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election by each Board. In evaluating a candidate for nomination or election as a Director, the Governance Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance Committee believes contributes to good governance for the applicable Fund. Additional information concerning each Governance Committee’s consideration of Directors appears in the description of the Committee below.

Each Board believes that, collectively, the Director Nominees have balanced and diverse experience, qualifications, attributes, and skills, which will allow the Unitary Board to operate effectively in governing each such Fund and protecting the interests of stockholders. Each Board has concluded that, based on each Director Nominee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Director Nominees, each Director Nominee is qualified to serve as a Director.

In determining that a particular Director Nominee is qualified to serve as a Director, each Board considered a variety of criteria, none of which, in isolation, was controlling. In addition, each Board has taken into account the service of each current Director who is a Director Nominee during his or her tenure in concluding that each should continue to serve as Director. Additional information about the specific experience, skills, attributes and qualifications of each Director Nominee, which in each case led to the Board’s conclusion that each Director Nominee should serve (or continue to serve) as a Director of the Fund, is provided in the table above and in the next paragraph.

Among other attributes and qualifications common to all Director Nominees are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the current Directors), to interact effectively with the Adviser, other service providers, counsel and the applicable Fund’s independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. While each Board does not have a formal, written diversity policy, the Boards believe that an effective board consists of a diverse group of individuals who bring together a variety of complementary skills and perspectives. In evaluating the Director Nominees, each Board considered, among other things, that: Mr. Bermudez has extensive experience in the financial services industry, including risk management, from his service in various senior executive positions, including as Chief Risk Officer, of a large global financial services company, as a director and Audit Chair of a Federal Reserve Bank and a director of a large public company, and as Chairman or director or trustee of numerous non-profit organizations; Mr. Gerken has investment management experience as a portfolio manager and executive officer, and he has served as Chair of the SCB Funds Board and AMMAF Board since July 2023, has served as a director or trustee of the SCB Funds since July 2013 and

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AMMAF since December 2018 and served as Chair of the Audit Committees of the SCB Funds from July 2018 to June 2023 and Chair of the Audit Committee of AMMAF from December 2018 to June 2023; Mr. Holland has business experience as a senior executive of a financial services firm, including experience in provision of custody and other services to investment funds globally, and he has served as a director or trustee of the SCB Funds and AMMAF since September 2019 and serves as Chair of the Audit Committees of such Funds since July 2023; Mr. Chaloff has business, finance and investment management experience as Head of Investment & Wealth Strategies of Bernstein Private Wealth Management of the Adviser, and he has served as President and Chief Executive Officer of the SCB Funds and AMMAF as of April 2023; Ms. Loeb has extensive experience in the financial services industry and in business more generally, including as a former executive and partner of a large global financial services company and as Chief Executive Officer of a private e-commerce company, a director and audit committee member of a large publicly traded business development company and former director of a fund of hedge funds, and a director or trustee of numerous non-profit organizations including the United Nations Development Corporation and New York City Center and has served as Chair of the Governance and Nominating Committees of the AB Funds since August 2023; Ms. McMullen has experience in talent management for a global technology consulting firm, serves on the advisory board of a privately held e-commerce company, has served as director of a variety of privately held firms and non-profit boards (including as director of one of the 10 largest healthcare systems in the U.S. and Chair of a top U.S. community hospital), has extensive asset management industry experience including as Director of Global Investment Research for a major fund company and President of Wealth Management for a regional bank and has served as Chair of the Audit Committees of the AB Funds since February 2023; Mr. Moody, a certified public accountant, has extensive experience in the asset management industry as a senior executive of a large fund complex and as Vice Chairman and U.S. and Global Investment Management Practice Managing Partner for a major accounting firm, and served as a member of the Board of Governors of the Investment Company Institute, the leading association representing regulated funds, including mutual funds, ETFs and closed-end funds, from October 2019 through September 2023 and also the Governing Council of the Independent Directors Council, a group created by the Investment Company Institute that aims to advance the education, communication and policy positions of investment company independent directors, where he also served as the Chairman of the Governance Committee from October 2021 through September 2023, has served as a director or trustee since 2008 and served as Chairman of the Audit Committees of the AB Funds from 2008 to February 2023, and has served as Chairman of the AB Funds and the Independent Directors Committees of the AB Funds since 2023; and Ms. Wrapp has extensive experience in the investment management industry, including formerly serving as Senior Vice President, Assistant Secretary, Counsel and Head of Mutual Fund & Retail Legal of the Adviser, and Assistant General Counsel and Assistant Secretary

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of ABI, and she also served as Chief Legal Officer and Secretary of the AB Funds and other registered investment companies advised by the Adviser and had extensive involvement in fund industry organizations including committees and working groups of the Investment Company Institute. The disclosure herein of a Director Nominee’s experience, qualifications, attributes and skills does not impose on such Director Nominee, if elected any duties, obligations or liability that are greater than the duties, obligations and liability imposed on any Director as a member of a Board and any committee thereof in the absence of such experience, qualifications, attributes and skills.

Board Structure and Oversight Function. Each Board is responsible for oversight of the SCB Funds and AMMAF, as applicable. Each such Fund has engaged the Adviser to manage the Funds on a day-to-day basis. Each Board is responsible for overseeing the Adviser and the applicable Fund’s other service providers in the operations of the Funds. Each Board meets at regularly scheduled meetings five times throughout the year. In addition, the Directors may meet at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, each Board has established three standing committees—the Audit Committee, the Governance Committee and the Independent Directors Committee—and may establish ad hoc committees or working groups from time to time, to assist each Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.

An Independent Director serves as Chairman of the Boards of the SCB Funds and AMMAF. The Chair’s duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, communicating with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that the Board’s leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the applicable Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board’s independent judgment in evaluating and managing the relationships. In addition, each Fund is required to have an Independent Director as Chair pursuant to certain 2003 regulatory settlements involving the Adviser.

Risk Oversight. The Funds are subject to a number of risks, including investment, compliance, valuation and operational risks, including cyber risks.

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Day-to-day risk management with respect to the Funds resides with the Adviser or other service providers (depending on the nature of the risk), subject to oversight by the Adviser. Each Board has charged the Adviser and its affiliates with (i) identifying events or circumstances, the occurrence of which could have demonstrable and material adverse effects on the Funds; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.

Risk oversight forms part of each Board’s general oversight of each Fund’s investment program and operations and is addressed as part of various regular Board and committee activities. Each Fund’s investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these entities has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Funds’ and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by each Board. The Directors regularly receive reports from, among others, management (including the Chief Risk Officer of the Adviser and representatives of various internal committees of the Adviser), each Fund’s Chief Compliance Officer, each Fund’s independent registered public accounting firm, the Adviser’s internal legal counsel, and internal auditors for the Adviser, as appropriate, regarding risks faced by the Funds and the Adviser’s risk management programs. In addition, the Directors receive regular updates on cyber-security matters.

Not all risks that may affect the Funds can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of a Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve each Fund’s goals. Because most of the Funds’ operations are carried out by various service providers, the Board’s oversight of the risk management processes of those service providers, including processes to address cybersecurity and other operational issues, is inherently limited. As a result of the foregoing and other factors the Funds’ ability to manage risk is subject to substantial limitations.

Board Committees. The Boards of the SCB Funds and AMMAF have three standing committees of the Board – an Audit Committee, a Governance Committee and an Independent Directors Committee. The members of the Audit Committee, the

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Governance Committee, the Independent Directors Committee are R. Jay Gerken, Jeffrey R. Holland, William Kristol, Debra Perry and Donald K. Peterson. As discussed earlier in this Proxy Statement, William Kristol, Debra Perry and Donald K. Peterson are expected to retire from each Fund’s Board effective December 31, 2024.

The function of the Audit Committee is to assist each Board in its oversight of the applicable Fund’s financial reporting process. The Audit Committee of each Fund met two times during each Fund’s most recently completed fiscal year.

The functions of the Governance Committee are to nominate persons to fill any vacancies or newly created positions on each Board, to monitor and evaluate industry and legal developments with respect to governance matters and to review and make recommendations to each Board regarding the compensation of Directors and the Chief Compliance Officer. The Governance Committee of each Fund met three times during each Fund’s most recently completed fiscal year.

The Governance Committee has a charter and, pursuant to such charter, the Governance Committee will consider candidates for nomination as a Director submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of a Fund’s common stock or shares of beneficial interest for at least two years prior to the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Governance Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of a Fund not less than 120 days before the date of the proxy statement for the previous year’s annual meeting of stockholders. If a Fund did not hold any annual meeting of stockholders in the previous year, the submission must be delivered or mailed and received within a reasonable amount of time before the Fund begins to print and mail its proxy materials. Public notice of an upcoming annual meeting of stockholders may be given in a stockholder report or other mailing to stockholders or by other means deemed by the Governance Committee or the Boards to be reasonably calculated to inform stockholders.

Stockholders submitting a candidate for consideration by the Governance Committee must provide the following information to the Governance Committee: (i) a statement in writing setting forth (A) the name, date of birth, business address and residence address of the candidate; (B) any position or business relationship of the candidate, currently or within the preceding five years, with the stockholder or an associated person of the stockholder as defined below; (C) the class or series and number of all shares of the Fund owned of record or beneficially by the candidate; (D) any other information regarding the candidate that is required to be disclosed about a nominee in a proxy statement or other filing required to be made in connection with the solicitation of proxies for election of Directors pursuant to Section 20 of the 1940 Act and the rules and regulations promulgated thereunder; (E) whether the stockholder believes that the candidate is or will be an “interested

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person” of the Fund (as defined in the 1940 Act) and, if believed not to be an “interested person,” information regarding the candidate that will be sufficient for the Fund to make such determination; and (F) information as to the candidate’s knowledge of the investment company industry, experience as a director or senior officer of public companies, directorships on the boards of other registered investment companies and educational background; (ii) the written and signed consent of the candidate to be named as a nominee and to serve as a Director if elected; (iii) the written and signed agreement of the candidate to complete a directors’ and officers’ questionnaire if elected; (iv) the stockholder’s consent to be named as such by the Fund; (v) the class or series and number of all shares of the Fund owned beneficially and of record by the stockholder and any associated person of the stockholder and the dates on which such shares were acquired, specifying the number of shares owned beneficially but not of record by each, and stating the names of each as they appear on the Fund’s record books and the names of any nominee holders for each; and (vi) a description of all arrangements or understandings between the stockholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made by the stockholder. “Associated Person of the stockholder” means any person who is required to be identified under clause (vi) of this paragraph and any other person controlling, controlled by or under common control with, directly or indirectly, (a) the stockholder or (b) the associated person of the stockholder.

The Governance Committee may require the stockholder to furnish such other information as it may reasonably require or deem necessary to verify any information furnished pursuant to the nominating procedures described above or to determine the qualifications and eligibility of the candidate proposed by the stockholder to serve on the applicable Board. If the stockholder fails to provide such other information in writing within seven days of receipt of written request from the Governance Committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and will not be considered, by the Governance Committee.

The Governance Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Governance Committee will not consider self-nominated candidates. The Governance Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate’s relevant knowledge, experience, and expertise, the candidate’s ability to carry out his or her duties in the best interests of the applicable Fund, and the candidate’s ability to qualify as an Independent Director. When assessing a candidate for nomination, the Governance Committee considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of each Board.

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The function of the Independent Directors Committee is to consider and take action on matters that each Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Advisory and Distribution Services Agreements. The Independent Directors Committee of each Fund met two times during each Fund’s most recently completed fiscal year.

Meetings of the Governance Committee and the Independent Directors Committee may take place during executive sessions of Board meetings and may not be formally designated as Committee meetings.

The Boards of the SCB Funds and AMMAF has adopted a process for stockholders to send communications to the Board of their Fund. To communicate with the Board or an individual Director of a Fund, a stockholder must send a written communication to that Fund’s principal office at the address listed in the Notice of Joint Special Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board of that Fund or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed.

Committee Structure for Unitary Board

It is anticipated that the Unitary Board will have a committee structure consistent with that of the existing committee structure of the Boards of the AB Funds.

OTHER INFORMATION

Additional information on the Proposal, including information on the principal officers of the Funds, nominee ownership of Fund shares and Board compensation, is included in Appendix C (Additional Information on the Proposal) and Appendix D (Independent Registered Public Accounting Firm).

The Board of each Fund unanimously recommends that the stockholders vote “FOR” each of the Director Nominees to serve as a Director of the applicable Fund. The election of each Director Nominee requires the affirmative vote of a plurality of the votes cast for each Company.

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PROXY VOTING AND STOCKHOLDER MEETINGS

All properly executed and timely received proxies will be exercised at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked on the proxies, the votes entitled to be cast by the stockholder will be cast “FOR” the election of each of the Director Nominees as a Director for a Fund. If no specification is made on a properly executed and timely received proxy, it will be voted for each of the Director Nominees as a Director for a Fund. Only those matters set forth in the Notice of Joint Special Meeting of Stockholders may come before the Meeting.

Those stockholders who hold shares directly and not through a broker or nominee (that is, a stockholder of record) may authorize their proxies to cast their votes by completing a Proxy Card and returning it by mail in the enclosed postage-paid envelope as well as by telephoning toll free (800) 337-3503 or by authorizing a proxy through the Internet at www.proxy-direct.com and following the directions on the Proxy Card. Owners of shares held through a broker or nominee (who is the stockholder of record for those shares) should follow directions provided to the stockholder by the broker or nominee to submit voting instructions. Instructions to be followed by a stockholder of record to authorize a proxy via telephone or through the Internet, including use of the Control Number on the stockholder’s Proxy Card and Notice of Internet Availability of Proxy Materials, are designed to verify stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. Stockholders who authorize proxies by telephone or through the Internet should not also return a Proxy Card. A stockholder of record may revoke the stockholder’s proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a later-dated proxy (either by signing and mailing another Proxy Card or by telephone or through the Internet, as indicated above), or by personally attending and voting at the Meeting. Attendance alone is not sufficient to revoke a previously authorized proxy.

Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an “abstention”) or represent a broker “non-vote” (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote).

The election of each of the Director Nominees requires the affirmative vote of a plurality of the votes cast, assuming the presence of a quorum. Under a plurality vote, the candidates who receive the highest number of votes will be elected, even if they receive approval from less than a majority of the votes cast. Because the

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Director Nominees are running unopposed, the Director Nominees are expected to be elected as Directors, as all Director Nominees who receive votes in favor will be elected, so long as a quorum is present. Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of a vote on the Proposal. If a quorum is not present or there are not enough votes by stockholders of a Company to approve the Proposal by the time of the Meeting, the Meeting for the Company is expected to be adjourned to permit further solicitation of proxy votes. If the Proposal is not approved at any final adjournment of such Meeting, each Board will consider what action, if any, would be in the best interests of the stockholders. Each full share is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote.

Except as described for the Funds below, a quorum for each Company for the Meeting will consist of the presence in person or by proxy of the holders of one-third of a Company’s shares entitled to vote at the Meeting. With respect to AMIF II, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of a majority of the Fund’s shares entitled to vote at the Meeting. With respect to ABT and AMMAF, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of 40% of the Fund’s shares entitled to vote at the Meeting. With respect to ACS and TAP, a quorum for the Meeting will consist of the presence in person or by proxy of the holders of 30% of a Fund’s shares entitled to vote at the Meeting. In the event a quorum is not present at the Meeting, or, even if a quorum is so present, if sufficient votes in favor of the position recommended by each Board on the Proposal for a Company described in the Proxy Statement are not timely received, the Chairman of the Board of that Fund is expected to authorize, or the persons named as proxies are expected to propose and vote for one or more adjournments of the Meeting for that Company up to 120 days after the Record Date to permit further solicitation of proxies without notice other than announcement at the Meeting. If a proposal to adjourn is submitted to stockholders, shares represented by proxies indicating a vote contrary to the position recommended by the Board on the Proposal will be voted against adjournment as to the Proposal.

The Meeting is scheduled as a joint meeting of the stockholders of the Funds because the stockholders of all the Funds are to consider and vote on the election of the Director Nominees with respect to the applicable Company. While the Meeting is a joint meeting of the stockholders of the Funds, each Company requires its own quorum and the outcome as to one Company’s approval of the Proposal is not contingent on that of any other Company or Fund. Stockholders of Funds that are series of a Company will vote together for the election of Directors of that Company. An unfavorable vote by the stockholders of one Fund will not affect the vote on the election of the Director Nominees, except to the extent the Funds are series of the same Company.

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Each Fund has engaged Computershare Fund Services (“Computershare”), 1290 Avenue of the Americas, 9^th Floor, New York, New York 10104, to assist in the distribution of proxy materials and the solicitation and tabulation of proxies for the Meeting. Computershare will receive fees of approximately $2 million for its proxy solicitation services, which includes the costs of printing and mailing proxy materials and reimbursement for certain other costs and out-of-pocket expenses incurred in connection with its services, all of which will be borne by the Funds and paid as set forth below. Computershare may solicit proxies personally and by mail, telephone, fax, e-mail or the Internet.

It is expected that the expenses of the printing and mailing of the proxy statements, including the proxy solicitation costs, as well as the legal costs of counsel relating thereto, will be borne by the Funds, allocated by relative net assets (except insofar as such expenses may be borne by the Adviser pursuant to expense limitation agreements in place at the relevant times for certain Funds and in the case of each series of AB ETFs, which are subject to a unitary fee). The total costs of conducting the stockholder meetings are expected to be approximately $5 million, of which an estimated $500,000 represent legal fees of counsel (excluding independent legal counsel) relating to the preparation of proxy materials. The remaining amount includes estimated expenses for printing and mailing of the proxy statement and solicitation.

Other Information

INFORMATION AS TO THE INVESTMENT ADVISER,

ADMINISTRATOR, AND DISTRIBUTOR OF THE FUNDS

Each Fund’s investment adviser is AllianceBernstein L.P., 501 Commerce Street, Nashville, Tennessee 37203. AllianceBernstein L.P. also performs administrative services for certain Funds and is reimbursed by certain Funds for the costs of such services. State Street Bank and Trust Company, which serves as custodian and accounting agent for certain Funds, also provides administrative services to certain of the Funds. Except with respect to AB ETFs, AMMAF, Bernstein, SCB and SCB II, each Fund’s distributor is AllianceBernstein Investments, Inc. (“ABI”), 1345 Avenue of the Americas, New York, New York 10105. The distributor for AB ETFs is Foreside Fund Services, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101. Both ABI and Sanford C. Bernstein & Company, LLC, 1345 Avenue of the Americas, New York, New York 10105, serve as distributors to AMMAF, Bernstein and SCB. Sanford C. Bernstein & Company, LLC serves as distributor to SCB II.

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OTHER MATTERS

Only the business set forth in the Notice of Joint Special Meeting of Stockholders may be brought before the Meeting with regard to the Funds.

STOCK OWNERSHIP

Information regarding person(s) who owned of record or were known by a Fund to beneficially own 5% or more of the Fund’s shares (or class of shares, if applicable) on May 6, 2024 is provided in Appendix E.

SUBMISSION OF PROPOSALS

FOR NEXT MEETING OF STOCKHOLDERS

The Funds do not hold stockholder meetings annually. For Funds that do not hold annual meetings of stockholders, the anticipated date of the next stockholder meeting of the Fund cannot be provided.

Any stockholder who wishes to submit a proposal to be included in the Fund’s proxy statement and form of proxy card for a Fund’s next meeting of stockholders should send the proposal to the Fund so as to be received within a reasonable time before a Fund begins to print and mail its proxy materials relating to such meeting. Timely submission of a proposal does not guarantee that such proposal will be included in a proxy statement or presented at the meeting. A stockholder proposal may be presented at a meeting of stockholders only if such proposal concerns a matter that may be properly brought before the meeting under applicable federal proxy rules, state law and the applicable Fund’s governing instruments.

REPORTS TO STOCKHOLDERS

Each Fund will furnish each person to whom this Proxy Statement or Notice of Internet Availability of Proxy Materials is delivered with a copy of its latest annual report to stockholders and its subsequent semi-annual report to stockholders, if any, upon request and without charge. To request a copy, please call AllianceBernstein Investments, Inc. at (800) 227-4618, Foreside Fund Services, LLC at (800) 243-5994 for AB ETFs, or contact Carol Rappa at AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105.

June 3, 2024

New York, New York

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APPENDIX A – SHARES OUTSTANDING AS OF THE RECORD DATE

The following table sets forth the outstanding shares of each Fund as of the Record Date. Each full share is entitled to one vote, and each fractional share is entitled to a proportionate fractional vote.

A-1

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A-2

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A-3

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A-4

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A-5

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