AB Large Cap Growth Fund Advisor Class (APGYX) N-14Registration statement for investment companies business combination

As filed with the Securities and Exchange Commission on May 10, 2021

File No.      333-[        ]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ____

__________________________________

AB Large Cap Growth Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

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

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code:
(800) 221-5672

__________________________________

EMILIE D. WRAPP

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Copies of Communications to:

Paul M. Miller

Seward & Kissel LLP

901 K Street, N.W.

Suite 800

Washington, D.C. 20001

It is proposed that this filing will become effective on June 10, 2021 pursuant to Rule 488.

No filing fee is required because an indefinite number of shares has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

AB CAP FUND, INC. —

AB FLEXFEE™ LARGE CAP GROWTH PORTFOLIO

1345 Avenue of the Americas

New York, New York 10105

June [ ], 2021

Dear Stockholders:

The Board of Directors of AB Cap Fund, Inc. (the "Company") is asking the stockholders of AB FlexFee™ Large Cap Growth Portfolio (the "Acquired Fund"), a series of the Company, to approve an Agreement and Plan of Reorganization (the "Plan") to reorganize the Acquired Fund into AB Large Cap Growth Fund, Inc. (the "Acquiring Fund"). We sometimes refer to each of the Acquired Fund and the Acquiring Fund as a "Fund" and, together, as the "Funds." For this purpose, you are invited to a Special Meeting of Stockholders of the Acquired Fund to be held on August 5, 2021 at 3:15 p.m., Eastern time (the "Meeting"). In light of the on-going public health concerns regarding the COVID-19 pandemic, the Meeting will be held in a virtual meeting format only. You will be able to attend and participate in the Meeting online by visiting meetings.computershare.com/M9UFFV where you will be able to listen to the Meeting live, submit questions and vote.

The proposed Plan is described in more detail in the attached combined Prospectus/Proxy Statement. You should review the Prospectus/Proxy Statement carefully and retain it for future reference. If the stockholders of the Acquired Fund approve the Plan, the Plan is expected to take effect early in the fourth quarter of 2021.

The Funds have the same investment objectives and principal risks and substantially identical investment strategies and policies. The Funds, however, have different advisory fee structures. The Acquired Fund's investment advisory fee is structured with both a base fee and a performance-related fee that adjusts the base fee upward or downward depending on the Acquired Fund's performance relative to its benchmark. The Acquiring Fund has a tiered advisory fee with breakpoints at specific asset levels, with no performance fee adjustment. If approved, the Plan would result in your investment in a fund that (1) has the same investment objective and principal risks and substantially identical strategies and policies to those of the Acquired Portfolio; (2) has a more conventional and straightforward advisory fee structure than the Acquired Portfolio; and (3) is expected to allow you to enjoy a much larger asset base over which expenses may be spread.

The Board of Directors (the "Directors") have given careful consideration to the proposed Plan and have concluded that the Plan is in the best interests of the Acquired Fund. The Directors unanimously recommend that you vote "for" the proposed Plan.

If the Plan is approved by the Acquired Fund's stockholders, each stockholder will receive Advisor Class shares of the Acquiring Fund that will have an aggregate net asset value ("NAV") equal to the aggregate NAV of the stockholder's shares in the Acquired Fund. The Acquired Fund would then terminate. Stockholders of the Acquired Fund will not be assessed any initial sales charges, contingent deferred sales charges or other individual stockholder fees in connection with the proposed Plan.

No matter how many shares you own, your vote is important. To vote, you may use any of the following methods:

Sincerely,

Onur Erzan

President

AB CAP FUND, INC. —

AB FLEXFEE™ LARGE CAP GROWTH PORTFOLIO

1345 Avenue of the Americas

New York, New York 10105

NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS

SCHEDULED FOR AUGUST 5, 2021

To the stockholders of AB FlexFee™ Large Cap Growth Portfolio (the "Acquired Fund"), a series of AB Cap Fund, Inc., a Maryland corporation (the "Company"):

Notice is hereby given that a Special Meeting of the Stockholders of the Acquired Fund (the "Meeting") is scheduled to be held in a virtual meeting format on August 5, 2021 at 3:15 p.m. Eastern time, to consider and vote on the following proposal, which is more fully described in the accompanying Prospectus/Proxy Statement dated June [_], 2021:

Any stockholder of record of the Acquired Fund at the close of business on June 2, 2021 is entitled to notice of, and to vote at, the Meeting or any postponements or adjournments thereof. Stockholders are invited to attend the Meeting virtually over the internet. Even if you plan to attend the Meeting online, we recommend that you also authorize your proxy as described herein so that your vote will be counted if you decide not to attend the Meeting. Any stockholder who does not expect to attend the Meeting virtually is urged to vote over the internet or by telephone as described in the materials provided to you. You may also complete the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask for your cooperation in voting promptly, no matter how large or small your holdings may be. A copy of the combined Prospectus/Proxy Statement is available at www.alliancebernstein.com/abfundsproxy.

By Order of the Board of Directors,

Onur Erzan
President

New York, New York

June [ _], 2021

YOUR VOTE IS IMPORTANT

Please return your proxy card promptly
or vote by telephone or over the internet.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

PROSPECTUS/PROXY STATEMENT

Acquisition of the Assets and Assumption of the Liabilities of

AB CAP FUND, INC. — AB FLEXFEE™ LARGE CAP GROWTH PORTFOLIO

By, and in Exchange for the Advisor Class Shares of,

AB LARGE CAP GROWTH FUND, INC.

June [_], 2021

TABLE OF CONTENTS

QUESTIONS AND ANSWERS

The following questions and answers provide an overview of key features of the proposed reorganization and of the information contained in this Prospectus/Proxy Statement. Please review the full Prospectus/Proxy Statement prior to casting your vote.

1. What is this document and why did we send this document to you?

This is a combined Prospectus/Proxy Statement that provides you with information about the proposed reorganization (the "Reorganization") of the assets and liabilities of AB FlexFee™ Large Cap Growth Portfolio (the "Acquired Fund"), a series of AB Cap Fund, Inc. (the "Company"), into AB Large Cap Growth Fund, Inc. (the "Acquiring Fund"). (The Acquired Fund and the Acquiring Fund are each a "Fund," and, collectively, the "Funds.") This document also solicits votes of the stockholders of the Acquired Fund on the Reorganization by requesting that stockholders approve an Agreement and Plan of Reorganization (the "Plan"), and the subsequent termination of the Acquired Fund.

At a Board Meeting held on May 3-5, 2021, the Board of Directors of the Company (the "Directors") unanimously approved and declared advisable the Reorganization and the subsequent termination of the Acquired Portfolio and directed that the Reorganization and termination be submitted to the stockholders of the Acquired Portfolio at a Joint Special Meeting of Stockholders to be held on August 5, 2021 at 3:15 p.m., Eastern time (the "Meeting"). You are receiving this Prospectus/Proxy Statement because you own shares of the Acquired Fund. The Reorganization will not occur unless it is approved by stockholders of the Acquired Fund. This Prospectus/Proxy Statement contains the information you should know before voting on the Reorganization.

2. Who is eligible to vote on the Reorganization?

Stockholders of record of the Acquired Fund at the close of business on June 2, 2021 (the "Record Date") are entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. If you owned shares of the Acquired Fund on the Record Date, you have the right to vote even if you later redeemed or sold your shares.

Each share is entitled to one vote. Shares represented by properly executed proxies, unless revoked before or at the Meeting, will be voted according to stockholders' instructions. If you sign and return a Proxy Card but do not fill in a vote, your shares will be voted "FOR" the Reorganization. If any other business properly comes before the Meeting, your shares will be voted at the discretion of the persons named as proxies.

3. How will the Reorganization work?

The Plan provides for (i) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund, (ii) the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, (iii) the issuance to the Acquired Fund's stockholders of Advisor Class shares of the Acquiring Fund, equal in aggregate net asset value ("NAV") to the NAV of their former Advisor Class shares of the Acquired Fund, and (iv) the cessation of operations and termination of the Acquired Fund.

Stockholders of the Acquired Fund will not be assessed any sales charges or other stockholder fees in connection with the Plan.

4. Why is the Reorganization being proposed?

The principal rationale for the Reorganization is to eliminate the performance-based advisory fee structure of the Acquired Fund by combining the Fund with the much larger, and similarly managed, Acquiring Fund. In this regard, the reasons for removing the performance-based fee include the following:

The Funds have the same investment objectives and principal risks and substantially identical investment strategies and policies. Each Fund seeks long-term growth of capital and invests primarily in equity securities of a limited number of large, high-quality US companies selected by the Fund's investment adviser for their growth potential within various market sectors.

After considering the recommendation of AllianceBernstein L.P. (the "Adviser"), the Directors of the Acquired Fund (who are also the Directors of the Acquiring Fund) concluded that the Reorganization is in the best interests of the Acquired Fund. The Directors also concluded that the Reorganization would not dilute stockholders' interests. In reaching this conclusion, the Directors considered, in addition to the different advisory fee structures of the Funds, the substantially identical investment objectives, strategies and investment policies of the Funds, the continuity of the portfolio management team, the comparison of fees and expenses for the Funds and the pro forma combined Fund, the costs of the Reorganization, and the tax-free nature of the Reorganization, among other things.

5. When will the Reorganization take place?

If the Reorganization is approved by stockholders of the Acquired Fund at the Meeting, the Reorganization is expected to take effect early in the fourth quarter of 2021.

6. Who will bear the expenses of the Reorganization?

Under the Plan, all expenses of the Reorganization will be borne by the Adviser, except for fees and expenses of independent counsel to the Directors who are not "interested persons" of a Fund. Independent counsel fees in the approximate amount of $24,000 may be borne by the Acquired Fund, but due to the Adviser's expense limitation undertaking for the Acquired Fund, the Adviser will ultimately bear these expenses unless the Acquired Fund's assets increase substantially prior to the Reorganization. The Acquiring Fund will bear expenses in the approximate amount of $12,000 in connection with the Reorganization.

7. How do I attend the virtual Meeting?

There is no physical location for the Meeting. For the Acquired Fund, the Meeting will be held at the following Meeting website: meetings.computershare.com/M9UFFV. To participate in the Meeting, stockholders of the Fund must enter the control number from your proxy card. Stockholders may vote during the Meeting by following the instructions available on the Meeting website during the Meeting. We encourage you to access the meeting site prior to the start time to allow ample time to log into the meeting webcast and test your computer system. Accordingly, the Meeting site will first be accessible to stockholders beginning at approximately [____]

[a.m./p.m.] Eastern Time on August 5, 2021. For questions relating to participation at the Meeting by remote communication, please call 888-916-1722.

The virtual meeting platform is fully supported across browsers (e.g., Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Stockholders should ensure that they have a strong Wi-Fi connection at the location from which they intend to participate in the Meeting. Stockholders should also give themselves plenty of time to log in and ensure that they can hear audio prior to the start of the Meeting.

8. Where may I find additional information regarding the Funds?

Additional information about the Funds is available in:

The Acquired Fund's file number is 2-29901 and the Acquiring Fund's file number is 33-49530.

Copies of the Annual and Semi-annual Reports and the Prospectuses for the Funds are available at www.alliancebernstein.com, and the Prospectus/Proxy Statement and SAI are available at www.alliancebernstein.com/abfundsproxy.

These documents are also available by writing to the address or calling the telephone number listed below.

All of this additional information is also available in documents filed with the SEC. You may view or obtain these documents from the SEC:

Other Important Things to Note:

PROPOSAL

APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN AB CAP FUND, INC. AND AB LARGE CAP GROWTH FUND, INC., RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF AB CAP FUND, INC. — AB FLEXFEE™ LARGE CAP GROWTH PORTFOLIO

At a Board Meeting held on May 3-5, 2021 (the "Board Meeting"), the Directors of the Company, on behalf of the Acquired Fund, declared advisable and voted to approve the Plan and the Reorganization, subject to the approval of the stockholders of the Acquired Fund. The Plan provides for (i) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund, (ii) the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, (iii) the issuance to the Acquired Fund's stockholders of Advisor Class shares of the Acquiring Fund, equal in aggregate NAV, to the NAV of their former Acquired Fund Advisor Class shares in redemption of their Acquired Fund shares, and (iv) the termination of the Acquired Fund.

Stockholders of the Acquired Fund will recognize no gain or loss as a result of the Plan. If approved by the stockholders of the Acquired Fund, the Reorganization is expected to occur early in the fourth quarter of 2021.

The stockholders of the Acquired Fund must approve the proposed Plan in order for the Reorganization to occur. Approval of the Plan requires the affirmative vote of the holders of a "majority of the outstanding voting securities" of the Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Under the 1940 Act, a vote of the holders of a majority of the outstanding voting securities of the Fund means the vote of the holders of the lesser of: (i) 67% or more of the outstanding shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund.

A quorum for the transaction of business by the stockholders of the Acquired Fund at the Meeting will consist of the (virtual) presence in person or by proxy of the holders of one-third of the shares of the Acquired Fund entitled to vote at the Meeting.

The Directors of the Acquiring Fund (who are also the Directors of the Acquired Fund) concluded that participation by the Acquired Fund in the Reorganization is in the best interests of the Acquired Fund. The Directors also concluded that the Reorganization would not dilute stockholders' interests. In reaching this conclusion, the Directors considered, among other things, the historical performance of the Funds, the substantially identical investment objectives, strategies and investment policies of the Funds, the continuity of the portfolio management team, the comparison of fees, expenses and portfolio composition for the Funds with those of the pro forma combined Fund, the costs of the Reorganization, and the tax-free nature of the Reorganization.

For a more complete discussion of the factors considered by the Directors in approving the Reorganization, see "Reasons for the Reorganization" in Information About the Transaction.

SUMMARY

The following highlights differences between the Acquired Fund and the Acquiring Fund. This summary is not complete; for more complete information, please read this entire document.

The Acquired Fund is a diversified open-end fund, with assets, as of March 31, 2021, of approximately $389 million. The Acquiring Fund is a diversified open-end fund, with assets, as of March 31, 2021, of approximately $15.8 billion. Each Fund seeks long-term growth of capital and invests primarily in equity securities of a limited number of large, high-quality US companies selected by the Fund's investment adviser for their growth potential within various market sectors.

Comparison of Performance

The Acquired Fund commenced operations on June 28, 2017. The Funds have similar performance for the one-year and three-year periods and for the since-inception period of the Acquired Fund due to having the same or substantially identical strategies, policies and principal risks. Comparative performance for the Funds' Advisor Class shares as of March 31, 2021 is shown in the chart below.

More information on Fund performance is provided in Appendix B.

Comparison of Fees

The expense ratio of the Acquired Fund Advisor Class shares may be higher or lower than the expense ratio of the Acquiring Fund Advisor Class shares from time to time due to the performance-based nature of the current advisory fee of the Acquired Fund, since advisory fees are a significant part of Fund expenses. The following tables show the Funds' expense ratios and pro forma expense ratio of the combined Fund for Advisor Class shares for the six-month period ended January 31, 2021, unless otherwise indicated.

To illustrate the performance-based nature of the current advisory fee, in particular the potential for a relatively high advisory fee when compared to the advisory fee of the Acquiring Fund, in addition to showing current fees for Advisor Class shares for the Acquired Fund, the Acquiring Fund and the Combined Fund (pro

forma), the table below also shows hypothetical expenses for the Acquired Fund reflecting the maximum advisory fee under the current advisory arrangement for the Acquired Fund (the maximum advisory fee applied to the Acquired Fund for the performance period ended 12/31/18).

Fee Table

Stockholder Fees (fees paid directly from your investment)

None.

Annual Portfolio Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

___________________

Under a separate expense limitation agreement of the Fund, for the period from June 28, 2017 through December 31, 2018, the Adviser contractually agreed to waive fees and/or to bear expenses of the Fund to the extent necessary to prevent "Total Other Expenses," on an annualized basis, from exceeding 0.05% of average daily net assets. Total Other Expenses means aggregate expenses incurred by the Fund, but do not include (i) advisory fees; (ii) distribution and/or service (Rule 12b-1) fees; (iii) extraordinary expenses; (iv) interest expense; (v) acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest; (vi) expenses associated with securities sold short; (vii) taxes; and (viii) brokerage commission and other transaction costs. Pursuant to this expense limitation agreement, any fees waived and expenses borne by the Adviser through December 31, 2018 may be reimbursed by the Fund until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Fund's total Fund operating expenses to exceed the expense limitation in effect (1) at the time of the waiver or reimbursement or (2) at the time of recapture.

Examples

The Examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Examples assume that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Examples also assume that your investment has a 5% return each year, that the Fund's operating expenses stay the same and that any fee waiver remains in effect for only the first year. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Comparison of Investment Advisory Fees

The Funds have different advisory fee structures.

The Acquired Fund's investment advisory fee is structured with both a base fee rate and a performance-related adjustment. The Acquired Fund pays the Adviser an advisory fee at an annual rate of .55% of the Fund's average daily net assets ("Base Fee"). The advisory fee is increased or decreased from the Base Fee by a performance adjustment that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund exceeds, or is exceeded by, the performance of the Russell 1000 Growth Index plus 1.40% over a performance period of one year.

The Acquiring Fund has a tiered advisory fee rate with breakpoints at specific asset levels, with no performance fee adjustment. For its services to the Acquiring Fund, the Adviser receives from the Acquiring Fund an advisory fee as follows (as an annual percentage of average daily net assets): .60% on the first $2.5 billion; .50% on the excess over $2.5 billion up to $5 billion; and .45% on the excess over $5 billion.

Due to the nature of the performance-related fee, the Acquired Fund's advisory fee may vary significantly from year to year and could be lower or higher than that of the Acquiring Fund in any particular year. As indicated in the chart below, with respect to each Fund's respective last two fiscal years, the Acquired Fund paid a lower investment advisory fee rate (net fee and gross fee excluding the impact from any expense waivers in effect) than the Acquiring Fund paid. For the respective fiscal year or performance period ending in 2018, however, the Acquired Fund paid a higher investment advisory fee rate excluding the impact from any expense waivers in effect.

*Represents Acquired Fund's initial performance period: June 28, 2017 through December 31, 2018.

In addition, each advisory agreement provides for the reimbursement to the Adviser of the costs of certain non-advisory services provided to the Fund. These reimbursable costs currently include the costs of the Adviser's personnel performing certain administrative services for the Fund, including clerical, accounting, legal and other services, and associated overhead costs, such as office space, supplies and information technology. For each of the Acquired Fund's and Acquiring Fund's most recently completed fiscal year, these reimbursements amounted to $0 (net of $88,219 waived by the Adviser) and $81,979, respectively, or approximately 0.00% (net of 0.03% waived by the Adviser) and 0.00% of the Fund's average daily net assets, respectively.

More information on each Fund's advisory fee is provided under "Information About the Portfolios –Advisory Agreement and Fees."

Comparison of Investment Objectives and Policies

The investment objectives of the Funds are the same, and the Funds' principal investment strategies are substantially identical, as shown in the following table. Although the Acquiring Fund has a principal investment strategy that reflects much the same policy as a non-principal strategy of the Acquired Fund with respect to investing in exchange-traded funds ("ETFs") as indicated below, the Acquiring Fund has not historically made significant investment in ETFs. Please see "Appendix A – Comparison of Non-Principal Strategies, and Fundamental Policies and Non-Fundamental Policies" for more information regarding a comparison of investment objectives and policies.

As the table above shows, the Funds have the same investment objective, pursue a growth investment strategy and primarily invest in equity securities of large-capitalization U.S. companies.

The Funds have the same portfolio holdings (as of [_______], 2021), although there are minor differences in portfolio weightings. The Adviser expects that the Acquiring Fund will retain all of the Acquired Fund's portfolio holdings and therefore does not expect any portfolio transaction costs because the Acquiring Fund does not anticipate selling any securities in connection with the Reorganization. The Acquiring Fund therefore expects to acquire approximately $[___] million of securities, free of transaction costs.

Principal Risks

Each Fund is subject to principal risks of market risk, focused portfolio risk, foreign (non-U.S.) risk, derivatives risk, management risk and sector risk.

Each of these risks is more fully described below.

As with all investments, you may lose money by investing in the Fund.

Federal Income Tax Consequences

No gain or loss will be recognized by the Acquired Fund or its stockholders as a result of the Reorganization. The aggregate tax basis of the shares of the Acquiring Fund received by a stockholder of the Acquired Fund (including any fractional shares to which the stockholder may be entitled) will be the same as the aggregate tax basis of the stockholder's shares of the Acquired Fund. The holding period of the shares of the Acquiring Fund received by a stockholder of the Acquired Fund (including any fractional share to which the stockholder may be entitled) will include the holding period of the shares of the Acquired Fund held by the stockholder, provided that such shares are held as capital assets by the stockholder of the Acquired Fund at the time of the Reorganization. The holding period and tax basis of each asset of the Acquired Fund in the hands of the Acquiring Fund as a result of the Reorganization will be the same as the holding period and tax basis of each such asset in the hands of the Acquired Fund prior to the Reorganization. Provided that the Acquired Fund shares surrendered constitute capital assets in the hands of the stockholder, such gain or loss realized by the stockholder will be capital gain or loss upon ultimate disposition of the shares. This tax information is based on the advice of Seward & Kissel LLP, counsel to each of the Funds. It is a condition to the closing of the Reorganization that such advice be confirmed in a written opinion of counsel. An opinion of counsel is not binding on the Internal Revenue Service.

Substantially all of the undistributed net investment income and undistributed realized gains of the Acquired Fund is expected to be distributed to the Acquired Fund's shareholders prior to the closing of the Reorganization. As of [ ], 2021, the amounts of undistributed net investment income and undistributed realized gains for the Acquired Fund were $[ ] and $[ ], respectively.

The Acquiring Fund also has undistributed net investment income and undistributed realized gains and intends to make a distribution to its shareholders prior to the closing of the Reorganization, so that Acquired Fund shareholders are not taxed on such income and gains. Neither the Acquired Fund nor the Acquiring Fund has capital loss carryforwards to offset realized gains.

Additional tax considerations are discussed under the section on "Federal Income Tax Consequences" in Information About the Transaction.

Comparison of Distribution and Purchase Procedures

The distribution and purchase procedures for Advisor Class shares of the Funds are identical. The purchase or redemption of a Fund's shares is priced at the next-determined NAV after an order is received in proper form.

An investor may purchase Advisor Class shares through a financial advisor at NAV. Advisor Class shares may be purchased and held solely:

Advisor Class shares may also be available on brokerage platforms of firms that have agreements with ABI to offer such shares when acting solely on an agency basis for the purchase or sale of such shares. If you transact in

Advisor Class shares through one of these programs, you may be required to pay a commission and/or other forms of compensation to the broker.

Adviser Class shares of a Fund may be exchanged for Advisor Class shares of other AB Mutual Funds.

The Funds' SAIs have more detailed information about who may purchase and hold Advisor Class shares. More information on distribution and purchase procedures of the Acquiring Fund is provided in Appendix C.

Service Providers

The Funds have the same service providers, except that State Street Bank and Trust Company ("State Street") serves as the custodian and accounting agent for the Acquiring Fund, while Brown Brothers Harriman & Co. ("BBH") serves in that capacity for the Acquired Fund.

Comparison of Business Structures

The Company and the Acquiring Fund are each organized as a Maryland corporation and are governed by their Charter, Bylaws and Maryland law. For more information on the organizational structure and governance of the Funds, see Appendix D.

INFORMATION ABOUT THE TRANSACTION

Description of the Plan

As provided in the Plan, the Acquiring Fund will acquire all the assets and assume all the liabilities, expenses and obligations of the Acquired Fund at the effective time of the Reorganization (the "Effective Time"). In return, the Acquiring Fund will issue, and the Acquired Fund will distribute to its stockholders, a number of full and fractional Advisor Class shares of the Acquiring Fund, determined by dividing the net value of all the assets of the Acquired Fund by the NAV of one share of the Acquiring Fund. For this purpose, the Plan provides the times for and methods of determining the net value of the assets of each Fund. The Plan provides that stockholders of the Acquired Fund will be credited with Advisor Class shares of the Acquiring Fund corresponding to the aggregate NAV of the Acquired Fund shares that the stockholder holds of record at the Effective Time.

Following the distribution of the Acquiring Fund Advisor Class shares in full liquidation of the Acquired Fund, the Acquired Fund will wind up its affairs and terminate as soon as is reasonably possible after the Reorganization.

The projected expenses of the Reorganization, largely those for legal, accounting, printing, mailing and proxy solicitation expenses, are estimated to total approximately $265,000. Under the Plan, all expenses of the Reorganization will be borne by the Adviser, except for fees and expenses of independent counsel to the Directors who are not "interested persons" of a Fund. Independent counsel fees in the approximate amount of $24,000 may be borne by the Acquired Fund, but due to the Adviser's expense limitation undertaking for the Acquired Fund, the Adviser will ultimately bear the expenses incurred by the Acquired Fund, unless the Acquired Fund's assets increase substantially prior to the Reorganization. Independent counsel fees in the approximate amount of $12,000 will be borne by the Acquiring Fund.

The Reorganization is expected to be consummated early in the fourth quarter of 2021. Under applicable legal and regulatory requirements, none of the Acquired Fund's stockholders will be entitled to exercise objecting stockholders' appraisal rights, i.e., to demand the fair value of their shares in connection with the Reorganization. Therefore, stockholders will be bound by the terms of the Reorganization under the Plan. However, any stockholder of the Acquired Fund may redeem shares of common stock prior to the Reorganization.

Completion of the Reorganization is subject to certain conditions set forth in the Plan, including that the Acquired Fund receive a favorable tax opinion from Seward & Kissel LLP. The Directors may terminate the Plan under certain circumstances. Among other circumstances, the Directors may terminate the Plan upon a determination that proceeding with the Plan is not in the best interests of a Fund or of its stockholders.

A copy of a form of the Plan for the Reorganization is attached as Appendix E.

Reasons for the Reorganization

At the Board Meeting, the Adviser recommended that the Directors of each Fund (who are the same persons) approve the proposed Plan and Reorganization. After careful consideration, the Directors (including all Directors who are not "interested persons" of the Fund, the Adviser or its affiliates) determined that the Reorganization would be in the best interests of the Fund and that the interests of existing stockholders of the Fund would not be diluted as a result of the Reorganization. The Directors have unanimously approved the Plan and Reorganization.

The Adviser presented and the Directors considered the following reasons in favor of the Reorganization:

At the Board Meeting, the Directors (with the advice and assistance of independent counsel) also considered, among other things:

The Directors also considered, among other things:

Also at the Board Meeting, the Directors (who are Directors of both Funds) approved the Plan on behalf of the Acquiring Fund.

Description of Securities to Be Issued

Under the Plan, the Acquiring Fund will issue additional shares of its Advisor Class common stock for distribution to holders of Advisor Class common stock of the Acquired Fund. Under the Acquiring Fund's Charter, the Acquiring Fund may issue up to 3,000,000,000 shares of common stock, par value $.001 per share, for its Advisor Class.

When the Reorganization is consummated, Advisor Class stockholders of the Acquired Fund will receive Advisor Class shares of the Acquiring Fund having an aggregate NAV equal to the aggregate NAV of the stockholder's Advisor Class shares in the Acquired Fund.

Each share of the Acquiring Fund represents an equal proportionate interest with other shares of the Acquiring Fund. Each share has equal earnings, assets, and voting privileges, and is entitled to dividends and other

distributions out of the income earned and gain realized on the assets belonging to the Acquiring Fund as authorized by the Directors. Shares of the Acquiring Fund entitle their holders to one vote per full share and fractional votes for fractional shares held. Shares of the Acquiring Fund received by the Acquired Fund in the Reorganization will be issued at NAV, without a sales charge, and will be fully paid and non-assessable.

Dividends and Other Distributions

On or before the Closing Date, as defined in the Plan, the Acquired Fund will, if necessary, declare and pay as a distribution substantially all its undistributed net investment income, net short-term capital gain, net long-term capital gain and net gains from foreign currency transactions as applicable to maintain its status as a regulated investment company. The Acquiring Fund has undistributed net investment income and undistributed realized gains and intends to make a distribution to its shareholders prior to the closing of the Reorganization, so that Acquired Fund shareholders are not taxed on such income and gains.

Federal Income Tax Consequences

Subject to certain stated assumptions contained therein, the Acquired Fund will receive an opinion of Seward & Kissel LLP, its counsel, substantially to the following effect: (i) the Reorganization will constitute a "reorganization" within the meaning of Section 368(a) of the Code and that the Acquired Fund and the Acquiring Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code; (ii) a stockholder of the Acquired Fund will recognize no gain or loss on the exchange of the stockholder's shares of the Acquired Fund solely for shares of the Acquiring Fund; (iii) neither the Acquired Fund nor the Acquiring Fund will recognize any gain or loss upon the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund pursuant to the Plan or upon the distribution of shares of the Acquiring Fund to stockholders of the Acquired Fund in exchange for their respective shares of the Acquired Fund; (iv) the holding period and tax basis of the assets of the Acquired Fund acquired by the Acquiring Fund will be the same as the holding period and tax basis that the Acquired Fund had in such assets immediately prior to the Reorganization; (v) the aggregate tax basis of shares of the Acquiring Fund received in connection with the Reorganization by each stockholder of the Acquired Fund (including any fractional share to which the stockholder may be entitled) will be the same as the aggregate tax basis of the shares of the Acquired Fund surrendered in exchange therefor; (vi) the holding period of shares of the Acquiring Fund received in connection with the Reorganization by each stockholder of the Acquired Fund (including any fractional share to which the stockholder may be entitled) will include the holding period of the shares of the Acquired Fund surrendered in exchange therefor, provided that such Acquired Fund shares constitute capital assets in the hands of the stockholder as of the Closing Date; and (vii) the Acquiring Fund will succeed to the capital loss carryovers of the Acquired Fund, if any, under Section 381 of the Code, but the use by the Acquired Fund of any such capital loss carryovers (and of capital loss carryovers of the Acquiring Fund) may be subject to limitation under Section 383 of the Code. This opinion of counsel will not be binding on the Internal Revenue Service or a court and there is no assurance that the Internal Revenue Service or a court will not take a view contrary to those expressed in the opinion.

Stockholders of the Acquired Fund are encouraged to consult their tax advisers regarding the effect, if any, of the Reorganization in light of their individual circumstances. Because the foregoing discussion only relates to the federal income tax consequences of the Reorganization, those stockholders also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.

Capitalization Information

For information on the existing capitalization of the Funds and the pro forma capitalization of the Acquiring Fund, see Appendix F.

INFORMATION ABOUT THE FUNDS

The Acquired Fund and the Acquiring Fund are each a diversified, open-end management investment company registered under the 1940 Act. The Acquired Fund, organized in 2016, is a series of a Maryland corporation, and the Acquiring Fund is a Maryland corporation organized in 1992.

Management of the Funds

The Board of Directors of each Fund, which is comprised of the same persons, directs the management of the business and affairs of the Funds. Each Board of Directors approves all significant agreements between the respective Fund and persons or companies furnishing services to it, including a Fund's agreements with the Adviser, custodian and transfer and dividend disbursing agent. The day-to-day operations of a Fund are delegated to its officers and the Fund's Adviser, subject to the Fund's investment objective and policies and to general oversight by the Fund's Board of Directors. Subsequent to the consummation of the Reorganization, the directors and officers of the Acquiring Fund will continue to serve as the directors and officers of the combined Fund.

The management of, and investment decisions for each Fund's portfolio are made by the Adviser's U.S. Large Cap Growth Investment Team. Frank V. Caruso, John H. Fogarty and Vinay Thapar are the investment professionals with primary responsibility for the day-to-day management of the Fund's portfolio. For additional information about the portfolio management of the Fund, see "Management of the Funds – Portfolio Managers" in each Fund's Prospectus.

Advisory Agreement and Fees

Each Fund's Adviser is AllianceBernstein L.P., 1345 Avenue of the Americas, New York, NY 10105. The Adviser is a leading global investment adviser supervising client accounts with assets as of March 31, 2021 totaling approximately $697 billion (of which over approximately $138 billion represented assets of investment companies). As of March 31, 2021 the Adviser managed retirement assets for many of the largest public and private employee benefit plans (including 18 of the nation's FORTUNE100 companies), for public employee retirement funds in 28 states, for investment companies, and for foundations, endowments, banks and insurance companies worldwide. The 27 registered investment companies managed by the Adviser, comprising approximately 91 separate investment portfolios, had as of March 31, 2021 approximately 2.7 million retail stockholder accounts.

The Adviser provides investment advisory services and order placement facilities for the Funds and pays all compensation of directors and officers of the Funds who are affiliated persons of the Adviser.

Advisory Agreement for the Acquired Fund

Under the terms of the investment advisory agreement for the Acquired Fund, the Fund pays the Adviser an advisory fee at an annual rate of .55% of the Fund's average daily net assets ("Base Fee"). The advisory fee rate is increased or decreased from the Base Fee rate by a performance adjustment ("Performance Adjustment") that depends on whether, and to what extent, the investment performance of the Advisor Class shares of the Fund ("Measuring Class") exceeds, or is exceeded by, the performance of the Russell 1000 Growth Index plus 1.40% ("Index Hurdle") over the Performance Period (as defined below). The Performance Adjustment is calculated and accrued daily, according to a schedule that adds or subtracts .00357% of the Fund's average daily net assets for each .01% of absolute performance by which the performance of the Measuring Class exceeds or lags the Index Hurdle for the period from the beginning of the Performance Period through the current business day. The maximum Performance Adjustment (positive or negative) will not exceed an annualized rate of +/-.50% ("Maximum Performance Adjustment") of the Fund's average daily net assets, which would occur when the performance of the Measuring Class exceeds, or is exceeded by, the Index Hurdle by 1.40% or more for the Performance Period. On a monthly basis, the Fund will pay the Adviser the minimum fee rate of .05% on an annualized basis (Base Fee minus

the Maximum Performance Adjustment) applied to the average daily net assets for the month. At the end of the Performance Period, the Fund will pay to the Adviser the total advisory fee, less the amount of any minimum fees paid during the Performance Period and any waivers described below. The period over which performance is measured ("Performance Period") was initially from the commencement of operations to December 31, 2018 and thereafter is each 12-month period beginning on the first day in the month of January through December 31 of the same year.

Fee Waivers. The Adviser has contractually agreed to waive fees and/or to bear expenses of the Acquired Fund through April 30, 2022 to the extent necessary to prevent Total Other Expenses of the Fund (excluding acquired fund fees and expenses other than the advisory fees of any AB Mutual Funds in which the Fund may invest, interest expense, taxes, extraordinary expenses, and brokerage commissions and other transaction costs), on an annualized basis, from exceeding 0.05% of average daily net assets. In addition, the Adviser has agreed to waive its advisory fee by limiting the Acquired Fund's accrual of the advisory fee (Base Fee plus Performance Adjustment) on any day to the amount corresponding to the maximum fee rate multiplied by the Fund's current net assets if such amount is less than the amount that would have been accrued based on the Fund's average daily net assets for the Performance Period.

Advisory Agreement for the Acquiring Fund

Under the terms of the investment advisory agreement for the Acquiring Fund, the Fund pays the Adviser an advisory fee at an annual rate of .60% of first $2.5 billion, .50% of the next $2.5 billion and .45% in excess of $5 billion, of the Fund's average daily net assets. The fee is accrued daily and paid monthly and is currently being accrued at a rate of [__]%.

Each Advisory Agreement, by its terms, continues in effect from year to year if such continuance is specifically approved, at least annually, by a majority vote of the Fund who neither are interested persons of the Fund nor have any direct or indirect financial interest in the Advisory Agreement, cast in person at a meeting called for the purpose of voting on such approval. A discussion regarding the basis for the Board of Directors' approval of the Fund's investment advisory agreement is available in the Fund's annual report to stockholders for the fiscal year ended July 31, 2020 and December 31, 2020 for the Acquiring Fund and the Acquired Fund, respectively.

Distributor

ABI, a wholly-owned subsidiary of the Adviser, serves as the distributor of each Fund's shares. Advisor Class shares of the Funds are not subject to an initial sales charge, contingent deferred sales charge or distribution services fees.

Other Service Providers

The Funds will have the same service providers after the Reorganization, except for the custodian and accounting agent. AllianceBernstein Investor Services, Inc. ("ABIS"), an affiliate of the Adviser, provides shareholder services for the Funds. The Funds compensate ABIS for these services. State Street, c/o State Street Corporation CCB/5, 1 Iron Street, Boston, Massachusetts 02210, serves as custodian and accounting agent for the Acquiring Fund (which will be the accounting survivor after the Reorganization) while BBH, 50 Post Office Square, Boston, MA 02110, serves as custodian and accounting agent for the Acquired Fund. ABIS, 8000 IH 10 W, 13^th Floor, San Antonio, Texas 78230, serves as transfer agent for the Funds. After the Reorganization, State Street will serve as custodian and accounting agent and ABIS will serve as transfer agent for the combined Fund. Ernst & Young LLP serves as the independent registered public accounting firm for the Funds and will continue to serve in that capacity for the combined Fund after the Reorganization.

VOTING INFORMATION

Required Vote

The Directors of the Acquired Fund have fixed the close of business on June 2, 2021 as the record date (the "Record Date") for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any postponements or adjournments thereof. Appendix G to this Prospectus/Proxy Statement lists the total number of shares outstanding as of that date for the Advisor Class of the Acquired Fund entitled to vote at the Meeting. It also identifies holders of more than five percent of any class of shares of each Fund, and contains information about the executive officers and Directors of the Funds and their shareholdings in the Funds.

The presence in person (virtually) or by proxy of the holders of one-third of all the votes of the Acquired Fund entitled to be voted at the Meeting is required to constitute a quorum of the Acquired Fund at that Meeting. Shares held by stockholders of record as of the Record Date for the Meeting present in person (virtually) or represented by proxy at the Meeting will be counted for the purpose of determining the presence of a quorum and may be voted on the issues before the Meeting. If a quorum is present, the affirmative vote of the holders of a "1940 Act Majority" (as defined below) is necessary to approve the Plan. Under the 1940 Act, a vote of the holders of a majority of the outstanding voting securities of a Fund means the vote of the holders of the lesser of: (i) 67% or more of the outstanding shares of the Fund present at the Meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Fund ("1940 Act Majority").

In the event that (i) a quorum is not present at the Meeting; or (ii) a quorum is present but sufficient votes in favor of approval of the Plan have not been timely received, the Chairman of the Meeting may authorize, or the persons named as proxies may propose and vote for, one or more adjournments of the Meeting up to 120 days after the Record Date, with no other notice than an announcement at the Meeting, in order to permit further solicitation of proxies. If a proposal to adjourn the Meeting is submitted to a vote of stockholders, shares represented by proxies indicating a vote against approval of the Plan will be voted against adjournment of the Meeting.

Each stockholder of the Acquired Fund will be entitled to one vote for each full share and a fractional vote for each fractional share of the Acquired Fund held at the close of business on the Record Date.

Under existing NYSE rules, brokers, banks and other nominees will not be entitled to vote the Acquired Fund's shares with respect to the Plan unless the beneficial owner gives specific instructions for such vote to the broker or other nominee. When a broker executes and returns a proxy card but is unable to cast a vote on a matter without specific instructions, and no specific instructions are given, the result is referred to as a "broker non-vote." The Acquired Fund will forward proxy materials to record owners for any beneficial owners that such record owners may represent.

Abstentions and broker non-votes, if any, will count towards determining the presence of a quorum at the Meeting. However, shares represented by broker non-votes and abstentions will not be voted for or against the Reorganization or any adjournment. Therefore, since approval of the Plan requires the affirmative vote of a 1940 Act Majority of the Acquired Fund's shares outstanding at the Record Date, each broker non-vote and abstention would have the effect of a vote AGAINST the Plan. If any proposal, other than approval of the Plan, properly comes before the Meeting, shares represented by proxies will be voted on all such proposals in the discretion of the person or persons holding the proxies. Under Maryland law, however, the only matters that may be acted on at a special meeting of stockholders are those stated in the notice of the special meeting. Accordingly, other than procedural matters relating to approval of the Plan, no other business may properly come before the Meeting.

How to Vote

You can vote your shares in any one of four ways:

If you simply sign and date the proxy but give no voting instructions, your shares will be voted in favor of the Plan and in the discretion of the proxy holder upon any unexpected matters that come before the Meeting or postponement or adjournment thereof.

Revocation of Proxies

Proxies, including those authorized by telephone or over the Internet, may be revoked at any time before they are exercised at the Meeting either (i) by a written revocation received by the Secretary of the Acquired Fund at 1345 Avenue of the Americas, New York, New York 10105 within a reasonable time prior to the Meeting, (ii) by properly submitting a later-dated proxy that is received by 11:59 p.m. Eastern time on the day prior to the Meeting, or (iii) by attending the Meeting and voting in person virtually. Merely attending the Meeting without voting, however, will not revoke a previously submitted proxy.

Solicitation of Voting Instructions

Voting instructions will be solicited principally by mailing this Prospectus/Proxy Statement and its enclosures, but instructions also may be solicited by telephone, facsimile, through electronic means such as email, or in person by officers or representatives of the Acquired Fund. In addition, the Acquired Fund has engaged Computershare Fund Services ("Computershare"), a professional proxy services firm, to provide services such as proxy tabulation, administration of the Meeting and assistance in the solicitation of proxies. As the Meeting date approaches, you may receive a phone call from a representative of Computershare if the Acquired Fund has not yet received your vote. The representative may ask you for authority, by telephone, to permit Computershare to execute your voting instructions on your behalf. Proxy printing, processing, mailing and solicitation costs are currently estimated to be approximately $60,000 for the Acquired Fund. All expenses of the Reorganization will be borne by the Adviser, except for fees and expenses of independent counsel to the Directors who are not "interested persons" of a Fund.

LEGAL MATTERS

The validity of the shares of the Acquiring Fund offered hereby will be passed upon by Seward & Kissel LLP.

EXPERTS

The audited financial statements and financial highlights in the Prospectuses have been included in reliance on the report of Ernst & Young LLP, 5 Times Square, New York, New York, 10036, the independent registered public accounting firm for each of the Funds, given on its authority as experts in auditing and accounting.

FINANCIAL HIGHLIGHTS

Financial highlights information for the Funds is available at Appendix H.

APPENDIX A

COMPARISON OF NON-PRINCIPAL STRATEGIES, AND FUNDAMENTAL AND NON-FUNDAMENTAL POLICIES

APPENDIX B

FUND PERFORMANCE

Acquired Fund

BAR CHART AND PERFORMANCE INFORMATION

The bar chart and performance information provide an indication of the historical risk of an investment in the Fund by showing:

• how the Fund's performance changed from year to year over the life of the Fund; and

• how the Fund's average annual returns for one year and since inception compare to those of a broad-based securities market index.

You may obtain updated performance information on the website at www.abfunds.com (click on "Investments—Mutual Funds").

The Fund's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future.

Bar Chart

The annual returns in the bar chart are for the Fund's Advisor Class shares. Through March 31, 2021, the year-to-date unannualized return for the Fund's shares was 1.19%.

During the period shown in the bar chart, the Fund's:

Best Quarter was up 25.17%, 2^nd quarter, 2020; and Worst Quarter was down -11.87%, 4th quarter, 2018.

Performance Table
Average Annual Total Returns

(For the periods ended December 31, 2020)

FUND PERFORMANCE

Acquiring Fund

BAR CHART AND PERFORMANCE INFORMATION

The bar chart and performance information provide an indication of the historical risk of an investment in the Fund by showing:

• how the Fund's performance changed from year to year over ten years; and

• how the Fund's average annual returns for one, five and ten years compare to those of a broad-based securities market index.

You may obtain updated performance information on the Fund's website at www.abfunds.com (click on "Investments—Mutual Funds").

The Fund's past performance before and after taxes, of course, does not necessarily indicate how it will perform in the future.

Bar Chart

The annual returns in the bar chart are for the Fund's Advisor Class shares and do not reflect sales loads. If sales loads were reflected, returns would be less than those shown. Through March 31, 2021, the year-to-date unannualized return for Advisor Class shares was 1.11%.

During the period shown in the bar chart, the Fund's:

Best Quarter was up 25.40% 2^nd quarter, 2020; and Worst Quarter was down -15.72%, 3rd quarter, 2011.

Performance Table
Average Annual Total Returns

(For the periods ended December 31, 2020)

APPENDIX C

CERTAIN INFORMATION APPLICABLE TO

ADVISOR CLASS SHARES OF THE ACQUIRING FUND

The following information provided for the Acquiring Fund is the same for the Acquired Fund:

How to Buy Shares

The purchase of a Fund's shares is priced at the next determined NAV after your order is received in proper form.

You may purchase Advisor Class shares through your financial advisor at NAV. Advisor Class shares may be purchased and held solely:

Advisor Class shares may also be available on brokerage platforms of firms that have agreements with ABI to offer such shares when acting solely on an agency basis for the purchase or sale of such shares. If you transact in Advisor Class shares through one of these programs, you may be required to pay a commission and/or other forms of compensation to the broker. Shares of the Fund are available in other share classes that have different fees and expenses.

The Fund's SAI has more detailed information about who may purchase and hold Advisor Class shares.

Required Information

A Fund is required by law to obtain, verify and record certain personal information from you or persons on your behalf in order to establish an account. Required information includes name, date of birth, physical address and taxpayer identification number (for most investors, your social security number). A Fund may also ask to see other identifying documents. If you do not provide the information, the Fund will not be able to open your account. If a Fund is unable to verify your identity, or that of another person(s) authorized to act on your behalf, or if the Fund believes it has identified potentially criminal activity, the Fund reserves the right to take action it deems appropriate or as required by law, which may include closing your account. If you are not a U.S. citizen or resident alien, your account must be affiliated with a Financial Industry Regulatory Authority, or FINRA, member firm. A Fund is required to withhold 24% of taxable dividends, capital gains distributions, and redemptions paid to any stockholder who has not provided the Fund with his or her correct taxpayer identification number. To avoid this, you must provide your correct taxpayer identification number on your Mutual Fund Application.

General

IRA custodians, plan sponsors, plan fiduciaries, plan recordkeepers, and other financial intermediaries may establish their own eligibility requirements as to the purchase, sale or exchange of Fund shares, including minimum and maximum investment requirements. A Fund is not responsible for, and has no control over, the decisions of any plan sponsor, fiduciary or other financial intermediary to impose such differing requirements. ABI may refuse any

order to purchase shares. Each Fund reserves the right to suspend the sale of its shares to the public in response to conditions in the securities markets or for other reasons.

Other Payments for Distribution Services and Educational Support

In addition to the commissions paid to or charged by financial intermediaries at the time of sale and Rule 12b-1 fees, some or all of which are paid to financial intermediaries (and, in turn, may be paid to your financial advisor), ABI, at its expense, currently provides additional payments to firms that sell shares of the AB Mutual Funds. Although the individual components may be higher and the total amount of payments made to each qualifying firm in any given year may vary, the total amount paid to a financial intermediary in connection with the sale of shares of the AB Mutual Funds will generally not exceed the sum of (a) 0.25% of the current year's fund sales by that firm and (b) 0.10% of average daily net assets attributable to that firm over the year. These sums include payments for distribution analytical data regarding AB Mutual Fund sales by financial advisors of these firms and to reimburse directly or indirectly the costs incurred by these firms and their employees in connection with educational seminars and training efforts about the AB Mutual Funds for the firms' employees and/or their clients and potential clients. The costs and expenses associated with these efforts may include travel, lodging, entertainment and meals. ABI may pay a portion of "ticket" or other transactional charges.

For 2021, ABI's additional payments to these firms for distribution services and educational support related to the AB Mutual Funds are expected to be approximately 0.05% of the average monthly assets of the AB Mutual Funds, or approximately $23 million. In 2020, ABI paid approximately 0.05% of the average monthly assets of the AB Mutual Funds or approximately $22 million for distribution services and educational support related to the AB Mutual Funds.

A number of factors are considered in determining the additional payments, including each firm's AB Mutual Fund sales, assets and redemption rates, and the willingness and ability of the firm to give ABI access to its financial advisors for educational and marketing purposes. In some cases, firms will include the AB Mutual Funds on a "preferred list". ABI's goal is to make the financial advisors who interact with current and prospective investors and stockholders more knowledgeable about the AB Mutual Funds so that they can provide suitable information and advice about the funds and related investor services.

The Funds and ABI also make payments for recordkeeping and other transfer agency services to financial intermediaries that sell AB Mutual Fund shares. Please see "Transfer Agency and Retirement Plan Services" below. If paid by the Funds, these expenses are included in "Other Expenses" of the Fee Table under the section "Summary—Comparison of Fees" of this Prospectus/Proxy Statement.

If one mutual fund sponsor makes greater distribution assistance payments than another, a financial advisor and his or her firm may have an incentive to recommend one fund complex over another. Similarly, if a financial intermediary receives more distribution assistance for one share class versus another, the financial intermediary may have an incentive to recommend that class.

As of the date of this Prospectus, ABI anticipates that the firms that will receive additional payments for distribution services and/or educational support include:

Advisor Group

American Enterprise Investment Services

Cadaret, Grant & Co.

Citigroup Global Markets

Citizens Securities

Commonwealth Financial Network

Equitable Advisors

FIS Brokerage Services

Great-West Life & Annuity Insurance Co.

Institutional Cash Distributors (ICD)

John Hancock Retirement Plan Services

JP Morgan Securities

Lincoln Financial Advisors Corp.

Lincoln Financial Securities Corp.

LPL Financial

Merrill Lynch

Morgan Stanley

Northwestern Mutual Investment Services

PNC Investments

Raymond James

RBC Wealth Management

Robert W. Baird

SunTrust Bank

UBS Financial Services

US Bancorp Investments

Waddell & Reed, Inc.

Wells Fargo Advisors

Although the Funds may use brokers and dealers that sell shares of the Funds to effect portfolio transactions, the Funds do not consider the sale of AB Mutual Fund shares as a factor when selecting brokers or dealers to effect portfolio transactions.

Transfer Agency and Retirement Plan Services

Many Fund shares are owned by financial intermediaries for the benefit of their customers. Retirement plans may also hold Fund shares in the name of the plan, rather than the participant. In those cases, the Funds often do not maintain an account for you. Thus, some or all of the transfer agency functions for these and certain other accounts are performed by the financial intermediaries and plan recordkeepers. Financial intermediaries and recordkeepers, which may have affiliated financial intermediaries that sell shares of the AB Mutual Funds, may be paid by a Fund, the Adviser, ABI and ABIS (i) account fees in amounts up to $19 per account per annum, (ii) asset-based fees of up to 0.25% (except in respect of a limited number of intermediaries) per annum of the average daily assets held through the intermediary, or (iii) a combination of both. These amounts include fees for shareholder servicing, sub-transfer agency, sub-accounting and recordkeeping services. These amounts do not include fees for shareholder servicing that may be paid separately by the Fund pursuant to its Rule 12b-1 plan. In addition, financial intermediaries may be affiliates of entities that receive compensation from the Adviser or ABI for maintaining retirement plan "platforms" that facilitate trading by affiliated and non-affiliated financial intermediaries and recordkeeping for retirement plans.

Because financial intermediaries and plan recordkeepers may be paid varying amounts per class for sub-transfer agency and related recordkeeping services, the service requirements of which may also vary by class, this may create an additional incentive for financial intermediaries and their financial advisors to favor one fund complex over another or one class of shares over another.

How to Exchange Shares

You may exchange your Fund shares for shares of the same class of other AB Mutual Funds provided that the other fund offers the same class of shares and, in the case of retirement plans, is an investment option under the plan. Exchanges of shares are made at the next-determined NAV, without sales or service charges, after your order is received in proper form. All exchanges are subject to the minimum investment restrictions set forth in the prospectus for the AB Mutual Fund whose shares are being acquired. You may request an exchange either directly or through your financial intermediary or, in the case of retirement plan participants, by following the procedures specified by

your plan sponsor or plan recordkeeper. In order to receive a day's NAV, ABIS must receive and confirm your telephone exchange request by the Fund Closing Time (as defined below) on that day. The Funds may modify, restrict or terminate the exchange privilege on 60 days' written notice.

How to Sell or Redeem Shares

You may "redeem" your shares (i.e., sell your shares to a Fund) on any day the Exchange is open, either directly or through your financial intermediary or, in the case of retirement plan participants, by following the procedures specified by your plan sponsor or plan recordkeeper. Your sale price will be the next-determined NAV, less any applicable CDSC, after the Fund receives your redemption request in proper form. The Fund expects that it will typically take one to three business days following the receipt of your redemption request in proper form to pay out redemption proceeds. However, while not expected, payment of redemption proceeds may take up to seven days from the day your request is received in proper form by the Fund by the Fund Closing Time, which is the close of regular trading on any day the New York Stock Exchange is open (ordinarily, 4:00 p.m., Eastern time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). If you recently purchased your shares by check or electronic funds transfer, your redemption payment may be delayed until the Fund is reasonably satisfied that the check or electronic funds transfer has been collected (which may take up to 10 days). For Advisor Class and Class Z shares, if you are in doubt about what procedures or documents are required by your fee-based program or employee benefit plan to sell your shares, you should contact your financial advisor.

Each Fund expects, under normal circumstances, to use cash or cash equivalents held by the Fund to satisfy redemption requests. Each Fund may also determine to sell portfolio assets to meet such requests. Under certain circumstances, including stressed market conditions, each Fund may determine to pay a redemption request by accessing a bank line of credit or by distributing wholly or partly in kind securities from its portfolio, instead of cash.

Sale In-Kind

Each Fund normally pays proceeds of a sale of Fund shares in cash. However, each Fund has reserved the right to pay the sale price in whole or in part by a distribution in-kind of securities in lieu of cash. If the redemption payment is made in-kind, the securities received will be subject to market risk and may decline in value. In addition, you may incur brokerage commissions if you elect to sell the securities for cash.

Selling Shares Through Your Financial Intermediary or Retirement Plan

Your financial intermediary or plan recordkeeper must receive your sales request by the Fund Closing Time and submit it to the Fund by a pre-arranged time for you to receive that day's NAV, less any applicable CDSC. Your financial intermediary, plan sponsor or plan recordkeeper is responsible for submitting all necessary documentation to the Fund and may charge you a fee for this service.

Selling Shares Directly to the Fund by Mail:

AllianceBernstein Investor Services, Inc.

P.O. Box 786003

San Antonio, TX 78278-6003

AllianceBernstein Investor Services, Inc.

8000 IH 10 W, 13th floor

San Antonio, TX 78230

Selling Shares Directly to the Fund by Telephone:

Frequent Purchases and Redemptions of Fund Shares

Each Fund's Board of Directors ("Board") has adopted policies and procedures designed to detect and deter frequent purchases and redemptions of Fund shares or excessive or short-term trading that may disadvantage long-term Fund stockholders. These policies are described below. There is no guarantee that the Funds will be able to detect excessive or short-term trading or to identify stockholders engaged in such practices, particularly with respect to transactions in omnibus accounts. Stockholders should be aware that application of these policies may have adverse consequences, as described below, and should avoid frequent trading in Fund shares through purchases, sales and exchanges of shares. Each Fund reserves the right to restrict, reject or cancel, without any prior notice, any purchase or exchange order for any reason, including any purchase or exchange order accepted by any stockholder's financial intermediary.

Risks Associated With Excessive or Short-Term Trading Generally

While the Funds will try to prevent market timing by utilizing the procedures described below, these procedures may not be successful in identifying or stopping excessive or short-term trading in all circumstances. By realizing profits through short-term trading, stockholders that engage in rapid purchases and sales or exchanges of a Fund's shares dilute the value of shares held by long-term stockholders. Volatility resulting from excessive purchases and sales or exchanges of Fund shares, especially involving large dollar amounts, may disrupt efficient portfolio management and cause a Fund to sell portfolio securities at inopportune times to raise cash to accommodate redemptions relating to short-term trading activity. In particular, a Fund may have difficulty implementing its long-term investment strategies if it is forced to maintain a higher level of its assets in cash to accommodate significant

short-term trading activity. In addition, a Fund may incur increased administrative and other expenses due to excessive or short-term trading, including increased brokerage costs and realization of taxable capital gains.

Funds that may invest significantly in securities of foreign issuers may be particularly susceptible to short-term trading strategies. This is because securities of foreign issuers are typically traded on markets that close well before the time a Fund ordinarily calculates its NAV at 4:00 p.m., Eastern time, which gives rise to the possibility that developments may have occurred in the interim that would affect the value of these securities. The time zone differences among international stock markets can allow a stockholder engaging in a short-term trading strategy to exploit differences in Fund share prices that are based on closing prices of securities of foreign issuers established some time before the Fund calculates its own share price (referred to as "time zone arbitrage"). Each Fund has procedures, referred to as fair value pricing, designed to adjust closing market prices of securities of foreign issuers to reflect what is believed to be the fair value of those securities at the time a Fund calculates its NAV. While there is no assurance, the Funds expect that the use of fair value pricing, in addition to the short-term trading policies discussed below, will significantly reduce a stockholder's ability to engage in time zone arbitrage to the detriment of other Fund stockholders.

A stockholder engaging in a short-term trading strategy may also target a Fund irrespective of its investments in securities of foreign issuers. Any Fund that invests in securities that are, among other things, thinly traded or traded infrequently, or that have a limited public float, has the risk that the current market price for the securities may not accurately reflect current market values. A stockholder may seek to engage in short-term trading to take advantage of these pricing differences (referred to as "price arbitrage"). All Funds may be adversely affected by price arbitrage.

Policy Regarding Short-Term Trading

Purchases and exchanges of shares of the Funds should be made for investment purposes only. The Funds seek to prevent patterns of excessive purchases and sales of Fund shares to the extent they are detected by the procedures described below, subject to each Fund's ability to monitor purchase, sale and exchange activity. The Funds reserve the right to modify this policy, including any surveillance or account blocking procedures established from time to time to effectuate this policy, at any time without notice.

future purchase or exchange activity. However, sales of Fund shares back to a Fund or redemptions will continue to be permitted in accordance with the terms of the Fund's current Prospectus. As a result, unless the stockholder redeems his or her shares, which may have consequences if the shares have declined in value, a CDSC is applicable or adverse tax consequences may result, the stockholder may be "locked" into an unsuitable investment. A blocked account will generally remain blocked for 90 days. Subsequent detections of excessive or short-term trading may result in an indefinite account block or an account block until the account holder or the associated broker, dealer or other financial intermediary provides evidence or assurance acceptable to the Fund that the account holder did not or will not in the future engage in excessive or short-term trading.

How the Fund Values Its Shares

Each Fund's NAV is calculated at the close of regular trading on any day the Exchange is open (ordinarily, 4:00 p.m., Eastern time, but sometimes earlier, as in the case of scheduled half-day trading or unscheduled suspensions of trading). To calculate NAV, a Fund's assets are valued and totaled, liabilities are subtracted, and the balance, called net assets, is divided by the number of shares outstanding. If a Fund invests in securities that are primarily traded on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, the NAV of the Fund's shares may change on days when stockholders will not be able to purchase or redeem their shares in the Fund.

The Funds value their securities at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at "fair value" as determined in accordance with procedures established by and under the general supervision of each Board. When a Fund uses fair value pricing, it may take into account any factors it deems appropriate. A Fund may determine fair value based upon developments related to a specific security, current valuations of foreign stock indices (as reflected in U.S. futures markets) and/or U.S. sector or broader stock market indices. The prices of securities used by the Fund to calculate its NAV may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different than the value that could be realized upon the sale of that security.

Each Fund expects to use fair value pricing for securities primarily traded on U.S. exchanges only under very limited circumstances, such as the early closing of the exchange on which a security is traded or suspension of trading in the security. A Fund may use fair value pricing more frequently for securities primarily traded in non-U.S. markets because, among other things, most foreign markets close well before the Fund ordinarily 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. For example, the Funds believe that foreign security values may be affected by events that occur after the close of foreign securities markets. To account for

this, the Funds may frequently value many of their foreign equity securities using fair value prices based on third-party vendor modeling tools to the extent available.

Subject to its oversight, each Fund's Board has delegated responsibility for valuing a Fund's assets to the Adviser. The Adviser has established a Valuation Committee, which operates under the policies and procedures approved by the Board, to value the Fund's assets on behalf of the Fund. The Valuation Committee values Fund assets as described above. More information about the valuation of each Fund's assets is available in the Funds' SAI.

APPENDIX D

OTHER INFORMATION

The following information provides only a summary of the key features of the organizational structure and governing documents of the Funds. The Acquired Fund and Acquiring Fund are each organized as a Maryland corporation. Accordingly, there are no significant differences among the Funds in terms of their corporate organizational structures.

General

Each Fund has procedures available to its respective stockholders for calling stockholders' meetings and for the removal of Directors. Under each Fund's Charter, a Director may be removed, either with or without cause, at a meeting duly called and at which a quorum is present by the affirmative vote of the holders of a majority of the votes entitled to be cast for the election of Directors. In addition, stockholder-requested special meetings of stockholders for any other purpose shall be called by a Fund's Secretary only upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting.

For each Fund, the presence in person or by proxy of the holders of one-third of the shares entitled to be cast constitutes a quorum at any meeting of stockholders of the Fund. When a quorum is present at any meeting, the affirmative vote of a majority of the votes (or with respect to the election of Directors, a plurality of votes) cast shall decide any question brought before such meeting, except as otherwise required by law or the charter of the applicable Fund.

Shares of Common Stock of the Funds

The Funds' shares have no preemptive rights. Each share has equal voting, dividend, distribution and liquidation rights. Stockholders are entitled to one vote per share. All voting rights for the election of directors are non-cumulative, which means that the holders of more than 50% of the shares of common stock of a Fund can elect 100% of the directors then nominated for election if they choose to do so and, in such event, the holders of the remaining shares of common stock will not be able to elect any directors. The Acquired Fund is organized as a series of a Maryland corporation and the Acquiring Fund is a Maryland corporation, thus their stockholders have the same rights due to them under state law. The Funds are not required to, and do not, hold annual meetings of stockholders and have no current intention to hold such meetings, except as required by the 1940 Act. Under the 1940 Act, the Funds are required to hold a stockholder meeting if, among other reasons, the number of Directors elected by stockholders is less than a majority of the total number of Directors, or if a Fund seeks to change its fundamental investment policies.

Dividends and Distributions

The Funds have the same dividends and distributions policies. While each of the Funds intends to distribute to its stockholders substantially all of each fiscal year's net income and net realized capital gains, if any, the amount and time of any dividend or distribution will depend on the realization by the Fund of income and capital gains from investments. There is no fixed dividend rate and there can be no assurance that the Fund will pay any dividends or realize any capital gains. The final determination of the amount of the Fund's return of capital distributions for the period will be made after the end of each calendar year.

Each of the Fund's income dividends and capital gains distributions, if any, declared by the Fund on its outstanding shares will, at the election of each stockholder, be paid in cash or in additional shares. If paid in additional shares, the shares will have an aggregate net asset value as of the close of business on the declaration

date of the dividend or distribution equal to the cash amount of the dividend or distribution. A stockholder may make an election to receive dividends and distributions in cash or in shares at the time of purchase of shares. The stockholder's election can be changed at any time prior to a record date for a dividend. There is no sales or other charge in connection with the reinvestment of dividends or capital gains distributions.

Limitation of Liability and Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty established by a final judgment as being material to the cause of action. The charters of the Acquired Fund and the Acquiring Fund contain such a provision that eliminates directors' and officers' liability to the maximum extent permitted by Maryland law. This limitation of liability does not protect any such person against any liability to a Fund or any stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the satisfaction of such person's office.

The charters and Bylaws of the Acquired Fund and the Acquiring Fund generally provide for the indemnification of officers and directors, as applicable, to the full extent permitted by law. This indemnification does not protect any such person against any liability to a Fund or any stockholder thereof to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the satisfaction of such person's office.

APPENDIX E

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

RELATING TO THE REORGANIZATION OF THE ASSETS AND LIABILITIES OF

AB FLEXFEE™ LARGE CAP GROWTH PORTFOLIO OF AB CAP FUND, INC.

As of

[____________], 2021

This Agreement and Plan of Reorganization (the "Plan") is made as of this [____] day of [___________] 2021, by and between AB Large Cap Growth Fund, Inc. (the "Acquiring Fund"), a Maryland corporation, AB Cap Fund, Inc., a Maryland corporation (the "Company"), on behalf of AB FlexFee™ Large Cap Growth Portfolio (the "Acquired Fund"), a series of the Company, and solely for purposes of Section 24, AllianceBernstein L.P., the investment adviser to the Acquiring Fund and the Acquired Fund (the "Adviser").

WHEREAS, Acquiring Fund and the Acquired Fund are each an open-end management investment company (or series thereof) registered with the Securities and Exchange Commission (the "SEC") under the Investment Company Act of 1940, as amended (the "1940 Act");

WHEREAS, the parties desire that the Acquired Fund transfer all of the Assets to the Acquiring Fund in exchange for Advisor Class shares of equal net asset value of the Acquiring Fund ("Reorganization Shares") and distribute the Reorganization Shares to stockholders ("Stockholders") of the Acquired Fund (the "Reorganization"); and that the Acquired Fund thereafter liquidate and terminate; and

WHEREAS, the parties intend that the Reorganization qualify as a "reorganization" within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and any successor provisions, and that with respect to the Reorganization, Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code;

Now, therefore, Acquiring Fund and the Acquired Fund agree as follows:

In addition to the terms elsewhere defined herein, each of the following terms shall have the meaning indicated for that term as follows:

Acquiring Fund shall promptly prepare and file the N-14 Registration Statement with the SEC, and Acquiring Fund and the Acquired Fund also shall make any other required or appropriate filings with respect to the actions contemplated hereby.

As soon as practicable after the effective date of the N-14 Registration Statement, the Acquired Fund shall hold a Stockholders meeting to consider and approve the Reorganization and this Plan and such other matters as the Board of Directors may determine. Such approval by the Stockholders of the Acquired Fund shall, to the extent necessary to permit the consummation of the transactions contemplated herein without violating any investment objective, policy or restriction of the Acquired Fund, be deemed to constitute approval by the Stockholders of a temporary amendment of any investment objective, policy or restriction that would otherwise be inconsistent with, or violated upon, the consummation of such transactions solely for the purpose of consummating such transactions.

The Acquiring Fund and the Acquired Fund shall take the following steps with respect to the Reorganization, as applicable:

conveyed to Acquiring Fund shall be determined as of the Valuation Time in accordance with the then applicable valuation procedures of the Acquired Fund; and

The Acquired Fund and Acquiring Fund also shall take the following steps, as applicable:

Following distribution by the Acquired Fund to its Stockholders of all Reorganization Shares delivered to the Acquired Fund, the Acquired Fund shall wind up its affairs and shall take all steps as are necessary and proper to terminate as soon as is reasonably possible after the Effective Time.

The Acquired Fund represents and warrants to Acquiring Fund as follows:

Acquiring Fund represents and warrants to the Acquired Fund as follows:

stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

or prospectuses and statement or statements of additional information as in effect from time to time, except as previously disclosed in writing to the Acquired Fund.

The obligations of Acquiring Fund and the Acquired Fund with respect to the Reorganization shall be subject to the following conditions precedent:

investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Asset);

The opinion will be based on certain factual certifications made by officers of the Funds and will also be based on customary assumptions and subject to certain qualifications. The opinion is not a guarantee that the tax consequences of the Reorganization will be as described above.

Notwithstanding this subparagraph (e), Seward & Kissel LLP will express no view with respect to the effect of the Reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year (or on the termination or transfer thereof) under federal income tax principles. Each Fund shall agree to make and provide additional factual representations to Seward & Kissel LLP with respect to the Funds that are reasonably necessary to enable Seward & Kissel LLP to deliver the tax opinion. Notwithstanding anything in this Plan to the contrary, neither Fund may waive in any material respect the conditions set forth under this subparagraph (e).

The obligations of the Company or the Acquired Fund, as applicable, with respect to the Reorganization shall be subject to the following conditions precedent:

In rendering such opinion, Seward & Kissel LLP may (i) rely on the opinion of Venable LLP as to matters of Maryland law to the extent set forth in such opinion, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or directors of Acquiring Fund as to factual matters.

The obligations of Acquiring Fund with respect to the Reorganization shall be subject to the following conditions precedent:

In rendering such opinion, Seward & Kissel LLP may (i) rely on the opinion of Venable LLP as to matters of Maryland law, (ii) make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, (iii) limit such opinion to applicable federal and state law, (iv) define the word "knowledge" and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and (v) rely on certificates of officers or directors of the Acquired Fund as to factual matters.

11.       Closing

12.       Survival of Representations and Warranties

13.       Termination of Plan

A majority of either Fund's Board of Directors may terminate this Plan with respect to that Fund at any time before the applicable Effective Time if: (a) the Fund's conditions precedent set forth in Sections 8, 9 or 10 as

appropriate, are not satisfied; or (b) the Board of Directors determines that the consummation of the Reorganization is not in the best interests of the Fund or its Stockholders and gives notice of such termination to the other party.

14.       Governing Law

This Plan and the transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by federal law, without regard to conflicts of law principles.

15.       Brokerage Fees

Each party represents and warrants that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for in this Plan.

16.       Amendments

The parties may, by agreement in writing authorized by their respective Board of Directors, amend this Plan at any time before or after the Stockholders of the Acquired Fund approve the Reorganization. However, after Stockholders of the Acquired Fund approve the Reorganization, the parties may not amend this Plan in a manner that materially alters the obligations of the other party. This Section shall not preclude the parties from changing the Closing Date or the Effective Time by mutual agreement.

17.       Waivers

At any time prior to the Closing Date, either party may, by written instrument signed by it, (a) waive the effect of any inaccuracies in the representations and warranties made to it contained herein and (b) waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance.

18.       Indemnification of Directors

Acquiring Fund agrees that all rights to indemnification and all limitations of liability existing in favor of the Company's current and former directors and officers, acting in their capacities as such, under the Company's Charter and Bylaws as in effect as of the date of this Plan shall survive the Reorganization as obligations of Acquiring Fund and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against Acquiring Fund, its successors or assigns.

19.       Cooperation and Further Assurances

Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out this Plan's terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Reorganization as, with respect to such assurances or documents, the other shall deem necessary or appropriate.

20.       Updating of N-14 Registration Statement

If at any time prior to the Effective Time, a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made not misleading in the N-14 Registration Statement, the party discovering the item shall notify the other party and the

parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to Stockholders appropriate disclosure with respect to the item.

21.       Limitation on Liabilities

The obligations of the Company, the Acquired Fund and the Acquiring Fund shall not bind any of the directors, stockholders, nominees, officers, agents, employees or agents of the Company, Acquired Fund or Acquiring Fund personally, but shall bind only the Company, Acquired Fund or Acquiring Fund, as appropriate. The execution and delivery of this Plan by an officer of either party shall not be deemed to have been made by the officer individually or to impose any liability on the officer personally, but shall bind only the Company or Acquiring Fund, as appropriate. No other series of the Company shall be liable for the obligations of the Acquired Fund.

22.       Termination of the Acquired Fund

If the parties complete the Reorganization, the Acquired Fund shall terminate its registration under the 1940 Act and the 1933 Act and will terminate.

23.       Notices

Any notice, report, statement, certificate or demand required or permitted by any provision of this Plan shall be in writing and shall be given in person or by telecopy, certified mail or overnight express courier to:

For the Acquired Fund:

AB Cap Fund, Inc. – AB FlexFee™ Large Cap Growth Portfolio

1345 Avenue of the Americas

New York, New York 10105

Attention: Secretary

For Acquiring Fund:

AB Large Cap Growth Fund, Inc.

1345 Avenue of the Americas

New York, New York 10105

Attention: Secretary

24.       Expenses

All expenses related to the Reorganization will be borne by the Adviser, except for fees and expenses of independent counsel to members of the Board of Directors who are not "interested persons" of a Fund.

25.       General

This Plan supersedes all prior agreements between the parties with respect to the subject matter hereof and may be amended only in writing signed by both parties. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Whenever the context so requires, the use in this Plan of the singular will be deemed to include the plural and vice versa. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party.

In Witness Whereof, the parties hereto have executed this Agreement and Plan of Reorganization as of the day and year first above written.

AB Cap Fund, Inc. – AB FlexFee™ Large Cap Growth Portfolio

AB Large Cap Growth Fund Inc.

APPENDIX F

CAPITALIZATION

The following table shows on an unaudited basis the capitalization of each of the Acquired Fund and the Acquiring Fund as of April 29, 2021 and on a pro forma combined basis, giving effect to the Reorganization of the assets and liabilities of the Acquired Fund by the Acquiring Fund at net asset value as of April 29, 2021.

___________________

APPENDIX G

SHARE OWNERSHIP INFORMATION

Shares Outstanding

As of June 2, 2021, each Fund had the following number of shares of common stock outstanding:

Ownership of Shares

As of June 2, 2021, the Directors and officers of each Fund as a group beneficially owned less than 1% of the outstanding shares of common stock of that Fund. To the knowledge of each Fund, the following table shows the persons owning, as of June 2, 2021, either of record or beneficially, 5% or more of the outstanding shares of each class of each Fund and the percentage of the combined class's shares to be owned by the persons if the Reorganization had been consummated as of that date.

A stockholder who beneficially owns more than 25% of a Fund's outstanding voting securities is presumed to "control" the Fund, as that term is defined in the 1940 Act, and may have a significant impact on matters submitted to a stockholder vote. To the knowledge of each Fund, no person beneficially owned more than 25% of the respective Fund's outstanding voting securities as of June 2, 2021.

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APPENDIX H

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund's financial performance for the past five years or since inception. Certain information reflects financial results for a single share of each Fund. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). Except as otherwise indicated, this information has been audited by Ernst and Young, LLP, independent registered public accounting firm, whose reports, along with each Fund's financial statements, are included in each Fund's annual report and available upon request.

Acquired Fund (Advisor Class)

Acquiring Fund (Advisor Class)

 
Includes the impact of proceeds recorded and credited to the Fund resulting from regulatory settlements, which enhanced the Fund's performance for the years ended July 31, 2018 and July 31, 2016 by .08% and .38%, respectively.

^         Annualized.

STATEMENT OF ADDITIONAL INFORMATION

Dated June [__], 2021

AB CAP FUND, INC.

AB FlexFee^TM Large Cap Growth Portfolio

AND

AB LARGE CAP GROWTH FUND, INC.

1345 Avenue of the Americas

New York, New York 10105

This Statement of Additional Information (the “SAI”) relates to the proposed reorganization (the “Reorganization”) of the AB FlexFee^TM Large Cap Growth Portfolio (the “Acquired Fund”), a series AB Cap Fund, Inc. (the “Company”), into AB Large Cap Growth Fund, Inc. (the “Acquiring Fund”). The Acquired Fund and the Acquiring Fund are collectively referred to as the “Funds” and each, a “Fund.”

This SAI is not a prospectus. A combined Prospectus/Proxy Statement dated June [_], 2021, relating to the Reorganization (the “Prospectus/Proxy Statement”) may be obtained, without charge, by writing to AllianceBernstein Investor Services, Inc. at P.O. Box 786003 San Antonio, TX 78278-6003 or by calling (800) 221-5672 for Information or (800) 227-4618 for Literature. This SAI should be read in conjunction with the Prospectus/Proxy Statement.

Contents of the SAI

This SAI consists of the cover page, the information set forth below, and the following documents, each of which was filed electronically with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference herein:

Supplemental Financial Information

A table showing the fees of the Acquiring Fund and the Acquired Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to the proposed Reorganization, is included in the section entitled “Summary – Comparison of Fees” of the Prospectus/Proxy Statement.

With respect to the proposed Reorganization, the Reorganization will not result in a material change to the Acquired Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund. Each security held by the Acquired Fund is eligible to be held by the Acquiring Fund based on the investment restrictions of the Acquiring Fund.

There are no material differences in accounting policies of the Acquired Fund as compared to those of the Acquiring Fund.

PART C

OTHER INFORMATION

It is the Registrant’s policy to indemnify its directors and officers, employees and other agents to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland, which is incorporated by reference herein, and as set forth in Article EIGHTH of Registrant’s Articles of Incorporation, filed as Exhibit (1) in response to Item 16, Article IX of the Registrant’s Amended and Restated By-Laws filed as Exhibit (2) in response to Item 16 and Section 10 of the Distribution Services Agreement filed as Exhibit (7)(a) in response to Item 16, all as set forth below. The liability of the Registrant’s directors and officers is dealt with in Article EIGHTH of Registrant’s Articles of Incorporation, as set forth below. The Adviser’s, liability for any loss suffered by the Registrant or its shareholders is set forth in Section 4 of the Advisory Agreement filed as Exhibit (6) in response to Item 16 of this Registration Statement, as set forth below.

Article EIGHTH of the Registrant's Articles of Incorporation provide as follows:

“(1) To the full extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director or officer of the Corporation shall have any liability to the Corporation or its stockholders for damages. This limitation on liability applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not that person is a director or officer at the time of any proceeding in which liability is asserted.”

“(2) The Corporation shall indemnify and advance expenses to its currently acting and its former directors to the full extent that indemnification of directors is permitted by the Maryland General Corporation Law. The Corporation shall indemnify and advance expenses to its officers to the same extent as its directors and may do so to such further extent as is consistent with law. The Board of Directors may by By-Law, resolution or agreement make further provision for indemnification of directors, officers, employees and agents to the full extent permitted by the Maryland Corporation Law.”

“(3) No provision of this Article shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.”

“(4) References to the Maryland General Corporation Law in this Article are to that law as from time to time amended. No amendment to the Charter of the Corporation shall affect any right of any person under this Article based on any event, omission or proceeding prior to the amendment.”

The Advisory Agreement between the Registrant and AllianceBernstein L.P. provides that AllianceBernstein L.P. will not be liable under such agreements for any mistake of judgment or in any event whatsoever except for lack of good faith and that nothing therein shall be deemed to protect AllianceBernstein L.P. against any liability to the Registrant or its security holders to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties thereunder, or by reason of reckless disregard of its duties and obligations thereunder.

The Distribution Services Agreement between the Registrant and AllianceBernstein Investments, Inc. (formerly known as Alliance Fund Distributors, Inc.) (“ABI”) provides that the Registrant will indemnify, defend and hold ABI and any person who controls it within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), free and harmless from and against any and all claims, demands, liabilities and expenses which ABI or any controlling person may incur arising out of or based upon any alleged untrue statement of a material fact contained in the Registrant’s Registration Statement, Prospectus or Statement of Additional Information or arising out of, or based upon any alleged omission to state a material fact required to be stated in any one of the foregoing or necessary to make the statements in any one of the foregoing not misleading.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In accordance with Release No. IC-11330 (September 2, 1980), the Registrant will indemnify its directors, officers, investment manager and principal underwriters only if (1) a final decision on the merits was issued by the court or other body before whom the proceeding was brought that the person to be indemnified (the “indemnitee”) was not liable by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office (“disabling conduct”) or (2) a reasonable determination is made, based upon a review of the facts, that the indemnitee was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the directors who are neither “interested persons” of the Registrant as defined in section 2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding (“disinterested, non-party directors”), or (b) an independent legal counsel in a written opinion. The Registrant will advance attorneys’ fees or other expenses incurred by its directors, officers, investment adviser or principal underwriters in defending a proceeding, upon the undertaking by or on behalf of the indemnitee to repay the advance unless it is ultimately determined that he is entitled to indemnification and, as a condition to the advance, (1) the indemnitee shall provide a security for his undertaking, (2) the Registrant shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of disinterested, non-party directors of the Registrant, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.

ARTICLE IX of the Registrant’s Amended and Restated By-laws reads as follows:

ARTICLE IX. Indemnification.

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of his or her service in any such capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in any such capacity. The Corporation may, with the approval of its Board of Directors or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation. The termination of any claim, action, suit or other proceeding involving any person, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or nolo contendere, or its equivalent, shall not create a presumption that such person did not meet the standards of conduct required for indemnification or payment of expenses to be required or permitted under Maryland law, these Bylaws or the Charter. Any indemnification or advance of expenses made pursuant to this Article shall be subject to applicable requirements of the 1940 Act. The indemnification and payment of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment of expenses may be or may become entitled under any bylaw, regulation, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Bylaws or Charter inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

The foregoing summaries are qualified by the entire text of Registrant’s Articles of Incorporation and Amended and Restated By-Laws, the Advisory Agreement between Registrant and AllianceBernstein L.P. and the Distribution Services Agreement between Registrant and ABI which are filed as Exhibits (1), (2), (6) and (7)(a), respectively, in response to Item 16 and each of which are incorporated by reference herein.

The Registrant participates in a joint directors’ liability insurance policy issued by the ICI Mutual Insurance Company. Under this policy, outside trustees and directors are covered up to the limits specified for any claim against them for acts committed in their capacities as trustee or director. A pro rata share of the premium for this coverage is charged to each participating investment company. In addition, the Adviser’s liability insurance policy, which is issued by a number of underwriters, including Greenwich Insurance Company as primary underwriter, extends to officers of the Registrant and such officers are covered up to the limits specified for any claim against them for acts committed in their capacities as officers of the investment companies sponsored by the Adviser.