SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
|Preliminary Proxy Statement|
|[_]||Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))|
|[_]||Definitive Proxy Statement|
|[X]||Definitive Additional Materials|
|[_]||Soliciting Material Under Rule 14a-12|
|AB Cap Fund, Inc.|
|(Name of Registrant as Specified in Its Charter)|
|(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)|
|Payment of Filing Fee (Check the appropriate box):|
|[X]||No fee required.|
|[_]||Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.|
|(1)||Title of each class of securities to which transaction applies:|
|(2)||Aggregate number of securities to which transaction applies:|
|(3)||Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):|
|(4)||Proposed maximum aggregate value of transaction:|
|(5)||Total fee paid:|
|[_]||Fee paid previously with preliminary materials:|
|[_]||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.|
|(1)||Amount previously paid:|
|(2)||Form, Schedule or Registration Statement No.:|
|AB Cap Fund, Inc. -- AB Small Cap Growth Portfolio|
AB Core Opportunities Fund, Inc.
AB Large Cap Growth Fund, Inc.
AB Municipal Income Fund, Inc. -- AB New York Portfolio
|AB Municipal Income Fund II -- AB Massachusetts Portfolio and AB Ohio Portfolio|
AB Trust -- AB International Value Fund
The AB Portfolios -- AB Growth Fund(the “Funds”)
March 18, 2019
Dear Shareholder: As President and CEO of the AB Funds, I want to remind you that we need your vote on the proposal outlined in the proxy materials sent on January 25, 2019.Please vote your shares today. Each Fund’s Board of Directors/Trustees unanimously recommends approval of the proposal.
The purpose of the adjournedjoint meeting of shareholders scheduled for April 24,2019 is to consider and vote upon the approval of new investment advisory agreements foreach Fund with AllianceBernstein L.P.The approval of new advisory agreements is required by the Investment Company Act of 1940. The material terms of the proposed new investment advisory agreements are identical to the material terms of the current investment advisory agreements.
Please vote by phone by calling 1-844-670-2143, by internet atwww.proxyvote.com or by mail, using the enclosed proxy card and envelope provided.
We urge you to vote as soon as possible so that your vote can be received by the April 24, 2019 meeting of stockholders. Broadridge Financial Solutions, Inc. (“Broadridge”), our proxy solicitation firm, has been selected to assist shareholders in the proxy solicitation process. If we have not received your proxy authorization, you may receive a telephone call from Broadridge reminding you to vote.Voting now will help to prevent additional mailings and phone calls.
Thank you for your time, attention and trust.
Robert M. Keith
President of AB Funds
Please vote today!
THANK YOU FOR VOTING!