POS EX

As filed with the Securities and Exchange Commission on October 18, 2021

Securities Act File No. 333-255985

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. ___ Post-Effective Amendment No. 1

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 Offices) (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 all communications to:

Paul M. Miller

Seward & Kissel LLP

901 K Street, N.W.

Suite 800

Washington, D.C. 20001

No filing fee is due because the Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended, pursuant to which it has previously registered an indefinite number of securities.

It is proposed that this filing will become effective immediately pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement of the Registrant on Form N-14 (File No. 333-255985) consists of the following:

Cover Sheet

Contents of the Registration Statement

1.	Part A—The definitive Prospectus/Proxy Statement as filed on June 21, 2021 pursuant to Rule 497 under the Securities Act of 1933 is incorporated herein by reference.
2.	Part B—The definitive Statement of Additional Information as filed on June 21, 2021 pursuant to Rule 497 under the Securities Act of 1933 is incorporated herein by reference.
3.	Part C—Other Information.

Signature Page

Exhibits—The filing is being made solely for the purpose of adding Exhibit 12 to the Registrant's Registration Statement on Form N-14 (File No. 333-255985).

PART C

OTHER INFORMATION

ITEM 15.	Indemnification
	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.”

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“(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.

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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.

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	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.
ITEM 16.	Exhibits
	(1)	(a)	Articles of Incorporation of the Registrant dated July 9, 1992 - Incorporated by reference to Exhibit 1(a) to Post-Effective Amendment No. 14 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on January 30, 1998.
		(b)	Articles of Amendment to Articles of Incorporation of the Registrant dated July 31, 1992 and filed August 3, 1992 - Incorporated by reference to Exhibit 1(b) to Post-Effective Amendment No. 14 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on January 30, 1998.
		(c)	Certificate of Correction of Articles of Amendment dated September 22, 1992 and filed September 24, 1992 - Incorporated by reference to Exhibit 1(c) to Post-Effective Amendment No. 15 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 30, 1998.

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(d)	Articles Supplementary to Articles of Incorporation of the Registrant dated April 29, 1993 and filed April 30, 1993 - Incorporated by reference to Exhibit 1(d) to Post-Effective Amendment No. 15 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 30, 1998.
(e)	Articles Supplementary to Articles of Incorporation of the Registrant dated September 30, 1996 and filed October 1, 1996 - Incorporated by reference to Exhibit 1(c) to Post-Effective Amendment No. 11 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on February 3, 1997.
(f)	Articles of Amendment to Articles of Incorporation of the Registrant dated March 19, 2003 and filed March 20, 2003 – Incorporated by reference to Exhibit (a)(6) to Post-Effective Amendment No. 28 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on August 7, 2003.
(g)	Articles Supplementary to Articles of Incorporation of the Registrant dated July 31, 2003 and filed August 1, 2003 - Incorporated by reference to Exhibit (a)(7) to Post-Effective Amendment No. 28 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on August 7, 2003.
(h)	Articles of Amendment to Articles of Incorporation of the Registrant dated October 19, 2004 and filed December 8, 2004 – Incorporated by reference to Exhibit (a)(8) to Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on February 28, 2005.
(i)	Articles Supplementary to Articles of Incorporation of the Registrant dated February 17, 2005 and filed February 22, 2005 – Incorporated by reference to Exhibit (a)(9) to Post-Effective Amendment No. 32 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on February 28, 2005.
(j)	Articles Supplementary to Articles of Incorporation of the Registrant dated September 22, 2008 and filed September 30, 2008 – Incorporated by reference to Exhibit (a)(10) to Post-Effective Amendment No. 37 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 30, 2008.

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	(k)	Articles Supplementary to Articles of Incorporation of the Registrant dated June 24, 2015 and filed June 24, 2015 – Incorporated by reference to Exhibit (a)(11) to Post-Effective Amendment No. 49 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on June 26, 2015.
	(l)	Articles of Amendment of Articles of Incorporation of the Registrant, Effective January 20, 2015 and filed January 20, 2015 – Incorporated by reference to Exhibit (a)(12) to Post-Effective Amendment No. 51 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 30, 2015.
	(m)	Articles Supplementary to Articles of Incorporation of the Registrant dated January 31, 2017 and filed February 3, 2017 – Incorporated by reference to Exhibit (a)(13) to Post-Effective Amendment No. 55 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 30, 2017.
(2)	Amended and Restated By-Laws of the Registrant – Incorporated by reference to Exhibit (2) of Registrant’s Registration Statement on Form N-14AE (File No. 333-136475), filed with the Securities and Exchange Commission on August 10, 2006.
(3)	Voting Trust Agreements. – Not Applicable.
(4)	Form of Agreement and Plan of Reorganization – Incorporated by referenced to Appendix E to Part A of the Registration Statement on Form N-14 (File No. 333-255985), filed with the Securities and Exchange Commission on May 11, 2021.
(5)	Instruments defining the rights of holders of the securities being registered. – Not Applicable.
(6)	Advisory Agreement between the Registrant and AllianceBernstein L.P., dated November 13, 2019 – Incorporated by reference to Exhibit (d) to Post-Effective Amendment No. 61 of the Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 28, 2020.
(7)	(a)	Distribution Services Agreement between the Registrant and AllianceBernstein Investments, Inc. (formerly Alliance Fund Distributors, Inc.), dated November 13, 2019 – Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 61 of the Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 28, 2020.
	(b)	Selected Dealer Agreement between AllianceBernstein Investments, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated making available shares of the Registrant, effective April 30, 2009 – Incorporated by reference to Exhibit (e)(8) to Post-Effective Amendment No. 39 of the Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 15, 2009.
	(c)	Load Fund Operating Agreement between AllianceBernstein Investments, Inc. and Charles Schwab & Co., Inc. making available shares of the Registrant, dated as of June 1, 2007 – Incorporated by reference to Exhibit (e)(9) to Post-Effective Amendment No. 39 of the Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 15, 2009.

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	(d)	Cooperation Agreement between AllianceBernstein Investments, Inc. (formerly known as AllianceBernstein Research Management, Inc.) and UBS AG, effective November 1, 2005 – Incorporated by reference to Exhibit (e)(10) to Post-Effective Amendment No. 39 of the Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 15, 2009.
	(e)	Form of Selected Agent Agreement for Depository Institutions and their Subsidiaries between AllianceBernstein Investments, Inc. and selected agents making available shares of the Registrant - Incorporated by reference to Exhibit (e)(8) to Post-Effective Amendment No. 112 of the Registration Statement on Form N-1A of The AB Portfolios (File Nos. 33-12988 and 811-05088), filed with the Securities and Exchange Commission on December 29, 2017.
	(f)	Form of Selected Agreement for Broker-Dealers between AllianceBernstein Investments, Inc. and selected dealers offering shares of the Registrant - Incorporated by reference to Exhibit (e)(10) to Post-Effective Amendment No. 166 of the Registration Statement on Form N-1A of AB Discovery Growth Fund, Inc. (File Nos. 2-10768 and 811-00204), filed with the Securities and Exchange Commission on October 29, 2019.
(8)	Bonus, profit sharing, pension or other similar contracts or arrangements. - Not applicable.
(9)	Master Custodian Agreement between the Registrant and State Street Bank and Trust Company, effective August 3, 2009 – Incorporated by reference to Exhibit (g) to Post-Effective Amendment No. 51 of the Registration Statement on Form N-1A of AllianceBernstein Variable Products Series Fund, Inc. (File Nos. 33-18647 and 811-05398), filed with the Securities and Exchange Commission on April 29, 2010.
(10)	(a)	Rule 12b-1 Plan – See Exhibit 7(a) hereto.
	(b)	Amended and Restated Rule 18f-3 Plan, dated August 1, 2019 – Incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 59 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 29, 2019.
(11)	Opinion and Consent of Seward & Kissel LLP regarding the legality of securities being registered – Incorporated by reference to Exhibit (11) to the Registrant’s Registration Statement on Form N-14 (File No. 333-255985), filed with the Securities and Exchange Commission on May 11, 2021.
(12)	Opinion and Consent of Seward & Kissel LLP as to Tax matters – Filed herewith.
(13)	(a)	Transfer Agency Agreement dated July 21, 1992 between the Registrant and AllianceBernstein Investor Services, Inc. (formerly known as Alliance Fund Services, Inc.) - Incorporated by reference to Exhibit 9 to Post-Effective Amendment No. 14 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on January 30, 1998.
	(b)	Amendment to Transfer Agency Agreement between the Registrant and AllianceBernstein Investor Services, Inc., dated June 14, 2006– Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 53 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 28, 2016.

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		(c)	Expense Limitation Undertaking, dated January 3, 2010, between the Registrant and AllianceBernstein L.P. – Incorporated by reference to Exhibit (h)(3) to Post-Effective Amendment No. 53 of Registrant’s Registration Statement on Form N-1A (File Nos. 33-49530 and 811-06730), filed with the Securities and Exchange Commission on October 28, 2016.
		(d)	Management Fee Waiver Undertaking, dated June 1, 2016, amended as of May 1, 2019, by AllianceBernstein L.P. – Incorporated by reference to Exhibit (h)(47) to Post-Effective Amendment No. 274 of the Registration Statement on Form N-1A of AB Cap Fund, Inc. (File Nos. 2-29901 and 811-01716), filed with the Securities and Exchange Commission on November 29, 2019.
	(14)	Consent of Independent Registered Public Accounting Firm – Incorporated by reference to Exhibit (14) to the Registrant’s Registration Statement on Form N-14 (File No. 333-255985), filed with the Securities and Exchange Commission on May 11, 2021.
	(15)	Financial Statements omitted pursuant to Item 14(a)(1). - Not applicable
	(16)	Powers of Attorney for: Jorge A. Bermudez, Michael J. Downey, Onur Erzan, Nancy P. Jacklin, Jeanette W. Loeb, Carol C. McMullen, Garry L. Moody, Marshall C. Turner, Jr. and Earl D. Weiner – Incorporated by reference to Exhibit (16) to the Registrant’s Registration Statement on Form N-14 (File No. 333-255985), filed with the Securities and Exchange Commission on May 11, 2021.
	(17)	Additional Exhibits. – Not Applicable.
ITEM 17.	Undertakings
	(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act 17 CFR 230.145(c), the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
	(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 to be signed below on its behalf by the undersigned, duly authorized, in the City of New York and State of New York on the 18th day of October, 2021.

AB LARGE CAP GROWTH FUND, INC.
By:	/s/ Onur Erzan
	Onur Erzan, President

As required by the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Onur Erzan	President, Chief Executive	October 18, 2021
Onur Erzan	Officer
Jorge A. Bermudez*	Director	October 18, 2021
Jorge A. Bermudez
Michael J. Downey*	Director	October 18, 2021
Michael J. Downey
Onur Erzan*	Director	October 18, 2021
Onur Erzan
Nancy P. Jacklin*	Director	October 18, 2021
Nancy P. Jacklin
Jeanette W. Loeb*	Director	October 18, 2021
Jeanette W. Loeb
Carol C. McMullen*	Director	October 18, 2021
Carol C. McMullen
Garry L. Moody*	Director	October 18, 2021
Garry L. Moody
Marshall C. Turner, Jr*	Director	October 18, 2021
Marshall C. Turner, Jr.
Earl D. Weiner*	Director	October 18, 2021
Earl D. Weiner
Joseph J. Mantineo*	Treasurer and Chief	October 18, 2021
Joseph J. Mantineo	Financial Officer
*By: /s/ Eric C. Freed		October 18, 2021
Eric C. Freed, Attorney-in-Fact
(Pursuant to Powers of Attorney)

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Exhibit List

(12) Opinion of Seward & Kissel LLP regarding certain tax matters

EX-12

Exhibit (12)

	Seward & Kissel llp ONE BATTERY PARK PLAZA NEW YORK, NEW YORK 10004
WRITER’S DIRECT DIAL	TELEPHONE: (212) 574-1200 FACSIMILE: (212) 480-8421 WWW.SEWKIS.COM	901 K Street, NW WASHINGTON, D.C. 20001 TELEPHONE: (202) 737-8833 FACSIMILE: (202) 737-5184

October 15, 2021

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

1345 Avenue of the Americas

New York, New York 10105

AB Large Cap Growth Fund, Inc.

1345 Avenue of the Americas

New York, New York 10105

Re: Acquisition of the Assets and Assumption of the
Liabilities of AB FlexFee™ Large Cap Growth Portfolio — AB Cap Fund, Inc. by AB Large Cap Growth Fund, Inc.

Ladies and Gentlemen:

I.       Introduction

We have acted as counsel to AB FlexFee™ Large Cap Growth Portfolio (the “Acquired Fund”), a series of AB Cap Fund, Inc., a Maryland corporation, and AB Large Cap Growth Fund, Inc., a Maryland corporation (the “Acquiring Fund”), in connection with the Reorganization provided for in the Agreement and Plan of Reorganization among the Acquired Fund, the Acquiring Fund and certain other parties, dated as of August 5, 2021 (the “Plan”). Pursuant to Section 8(e) of the Plan, Acquired Fund and Acquiring Fund have requested our opinion as to certain of the United States federal income tax consequences to Acquiring Fund, Acquired Fund and the shareholders of Acquired Fund (“Acquired Fund Shareholders”) in connection with the Reorganization. Each capitalized term not defined herein has the meaning ascribed to that term in the Plan.

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

AB Large Cap Growth Fund, Inc.

October 15, 2021

Page 2

II.       Relevant Facts

Acquired Fund is a series of a registered, open-end management investment company under the Investment Company Act of 1940, as amended (the “Act”). Acquiring Fund is a registered, open-end management investment company under the Act.

The Plan and the Reorganization have been approved by the Board of Directors of Acquiring Fund and the Board of Directors of Acquired Fund. The terms and conditions of the Reorganization are set forth in the Plan.

Pursuant to the Plan, Acquired Fund will transfer all of its Assets to Acquiring Fund in exchange for shares (including fractional shares) of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all the Liabilities of Acquired Fund existing at the Effective Time of the Reorganization. At the Closing Date or as soon as reasonably practicable thereafter, Acquired Fund will liquidate and distribute all of the Acquiring Fund Shares that it received in connection with the Reorganization to those then former Acquired Fund Shareholders in exchange for all of the then outstanding shares of Acquired Fund (“Acquired Fund Shares”). Upon completion of the Reorganization, each such former Acquired Fund Shareholder will be the owner of full and fractional Acquiring Fund Shares equal in net asset value as of the Closing Date to the net asset value of the Acquired Fund Shares such shareholder held prior to the Reorganization. The Acquired Fund and the Acquiring Fund will pay the expenses relating to the Reorganization.

The stated investment objective of both Acquiring Fund and Acquired Fund is long-term growth of capital In order to accomplish this objective, the Acquiring Fund and the Acquired Fund invest in equity securities of a limited number of large, carefully selected, high-quality U.S. companies selected by the Adviser for their growth potential within various market sectors. The Acquiring Fund and the Acquired Fund both emphasize investments in large, seasoned companies. Under normal circumstances, both Acquiring Fund and Acquired Fund will invest at least 80% of their net assets in common stocks of large-capitalization companies. The Acquired Fund and the Acquiring Fund also have identical top 10 holdings.

In rendering the opinions set forth below, we have examined the Registration Statement on Form N-14 of Acquiring Fund relating to the Reorganization and such other documents and materials as we have deemed relevant. For purposes of rendering our opinions, we have relied exclusively, as to factual matters, upon the statements made in that Registration Statement and, with your approval, upon the following assumptions the correctness of each of which have been verified (or appropriately represented) to us by officers of Acquired Fund and Acquiring Fund:

(1)       Acquired Fund is a “fund” (as defined in Section 851(g)(2) of the United States Internal Revenue Code of 1986, as amended (the “Code”)). Each of Acquired Fund and Acquiring Fund: (a) has qualified for treatment as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code (a “RIC”) for each taxable year since the commencement of its operations and qualifies for treatment as a RIC during its current taxable year which includes the Effective Time; (b) will invest its assets at all times through the Effective Time in a manner that ensures compliance with the foregoing; and (c) has no earnings and profits accumulated in any taxable year in which it did not qualify as a RIC.

(2)       AllianceBernstein L.P. (the “Adviser”) will operate the business of Acquired Fund in the ordinary course between the date of the Plan and the Effective Time, including the declaration and payment of customary dividends and other distributions and any other distributions deemed advisable in anticipation of the Reorganization. From the date it commenced operations through the Effective Time, Acquired Fund will conduct its “historic business” (within the meaning of Section 1.368-1(d)(2) of the Treasury Regulations) in a substantially unchanged manner. Before the Effective Time, Acquired Fund will not (a) dispose of and/or acquire any assets for any reason except in the ordinary course of its business as a RIC, or (b) otherwise change its historic investment policies, except that Acquired Fund may dispose of certain assets that do not meet the investment objectives of the Acquiring Fund. Any such assets which are disposed of pursuant to the prior sentence will constitute less than one-third of the Acquired Fund’s assets.

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

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(3)       Following the Reorganization, Acquiring Fund (a) has no plan or intention to sell or otherwise dispose of any of the assets acquired from Acquired Fund, except for dispositions made in the ordinary course of its business and dispositions necessary to maintain its status as a RIC, and (b) will continue in the same business as it conducted prior to the Reorganization and will continue to invest its assets in accordance with the description of its investment activities set forth in the Prospectus.

(4)       The Acquired Fund Shareholders will receive no consideration pursuant to the Reorganization other than Acquiring Fund Shares.

(5)       The Acquired Fund Shareholders will pay any expenses incurred by them in connection with the Reorganization.

(6)       The Liabilities of Acquired Fund to be assumed by Acquiring Fund in the Reorganization have been incurred in the ordinary course of business of Acquired Fund or incurred by Acquired Fund solely and directly in connection with the Reorganization.

(7)       During the five-year period ending at the Effective Time, (a) neither Acquired Fund nor any person “related” (within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to it will have acquired Acquired Fund Shares, either directly or through any transaction, agreement, or arrangement with any other person, with consideration other than Acquiring Fund Shares or Acquired Fund Shares, except for Acquired Fund Shares redeemed in the ordinary course of Acquired Fund’s business as an open-end investment company as required by Section 22(e) of the Act, and (b) no distributions will have been made with respect to Acquired Fund Shares, other than normal, regular dividend distributions made pursuant to Acquired Fund’s historic dividend-paying practice and other distributions that qualify for the deduction for dividends paid (within the meaning of Section 561 of the Code) referred to in Sections 852(a)(1) and 4982(c)(1)(A) of the Code.

(8)       Acquiring Fund has no plan or intention to issue additional Acquiring Fund Shares following the Reorganization except for Acquiring Fund Shares issued in the ordinary course of its business as an open-end investment company. Neither Acquiring Fund nor any person “related” (within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to it has any plan or intention to acquire, during the five-year period beginning at the Effective Time, either directly or through any transaction, agreement, or arrangement with any other person, any Acquiring Fund Shares issued to the Acquired Fund Shareholders pursuant to the Reorganization, except for redemptions in the ordinary course of such business.

(9)       During the five-year period ending at the Effective Time, neither Acquiring Fund nor any person “related” (within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to it will have acquired Acquired Fund Shares with consideration other than Acquiring Fund Shares.

(10)       Without limiting the effect of paragraphs 7, 8, and 9 above, the aggregate value of the acquisitions, redemptions and distributions described in such paragraphs will not exceed fifty percent (50%) of the value (without giving effect to such acquisitions, redemptions, and distributions) of the aggregate value of all of the equity securities issued by Acquired Fund at the Effective Time.

(11)       

(a) There is no plan or intention of the Acquired Fund Shareholders to redeem, sell or otherwise dispose of (i) any portion of their Acquired Fund Shares before the Reorganization to any person “related” (within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations) to either Acquired Fund or Acquiring Fund or (ii) any portion of the Acquiring Fund Shares they receive in the Reorganization to any person “related” (within such meaning) to Acquiring Fund.

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(b) It is not anticipated that dispositions of those Acquiring Fund Shares at the time of, or immediately after, the Reorganization will exceed the usual rate and frequency of dispositions of Acquired Fund Shares as an open-end investment company.

(c) It is expected that the percentage of Acquired Fund Shares, if any, that will be disposed of as a result of, or at the time of, the Reorganization will be de minimis and that there will be no extraordinary redemptions of Acquired Fund Shares immediately following the Reorganization.

(12)       The fair market value of the Assets of Acquired Fund transferred to Acquiring Fund will equal or exceed the sum of (a) the amount of Liabilities of Acquired Fund assumed by Acquiring Fund, and (b) the amount of Liabilities, if any, to which the transferred Assets are subject.

(13)       There are no pending or threatened claims or assessments that have been asserted by or against Acquired Fund, other than any disclosed and reflected in the net asset value of Acquired Fund.

(14)       There are no unasserted claims or assessments against Acquired Fund that are probable of assertion.

(15)       There is no plan or intention for Acquiring Fund to be dissolved or merged into another business trust or a corporation or any “fund” thereof (as defined in Section 851(g)(2) of the Code) following the Reorganization.

(16)       At no time during the five-year period ending at the Effective Time, has the Acquiring Fund directly or indirectly owned any Acquired Fund Shares.

(17)       The fair market value of the Acquiring Fund Shares each Acquired Fund Shareholder receives in connection with the Reorganization will be approximately equal to the fair market value of the Acquired Fund Shares it surrenders in exchange therefor.

(18)       Pursuant to the Reorganization, Acquired Fund will transfer to Acquiring Fund, and Acquiring Fund will acquire, at least ninety percent (90%) of the fair market value of the net assets, and at least seventy percent (70%) of the fair market value of the gross assets, that Acquired Fund held immediately before the Reorganization. For purposes of the foregoing, any amounts Acquired Fund uses to pay its Reorganization expenses and to make redemptions and distributions immediately before the Reorganization (except (a) redemptions in the ordinary course of its business, and (b) regular, normal dividend distributions made to conform to its policy of distributing all or substantially all of its income and gains to avoid the obligation to pay federal income tax and/or the excise tax under Section 4982 of the Code) will be included as Assets held thereby immediately before the Reorganization.

(19)       There is no intercompany indebtedness between Acquiring Fund and Acquired Fund that was issued or acquired, or will be settled, at a discount.

(20)       The sum of (a) the expenses incurred by Acquired Fund pursuant to the Plan and (b) the Liabilities of Acquired Fund to be assumed by Acquiring Fund in the Reorganization will not exceed twenty percent (20%) of the fair market value of the assets of Acquired Fund transferred to Acquiring Fund pursuant to the Reorganization.

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III.       Relevant Law

A corporation which is a “party to a reorganization” will not recognize gain or loss if it exchanges property pursuant to a plan of reorganization solely for stock or securities of another corporation which is a party to the reorganization.¹ Likewise, the shareholders of a corporation will not recognize gain or loss if they exchange stock or securities of a corporation which is a party to a reorganization solely for stock or securities in such corporation or another corporation which is a party to the reorganization in pursuant of the plan of reorganization.²

In order to be a treated as a “reorganization,” a transaction must satisfy certain statutory requirements contained in Code Section 368 as well as certain regulatory requirements contained in the Treasury Regulations thereunder.

Code Section 368(a)(1)(C) provides that a “reorganization” includes the acquisition by one corporation in exchange solely for all or a part of its voting stock of substantially all of the properties of another corporation. Code Section 368(a)(2)(F) provides that two or more investment companies, may engage in a “reorganization” only if each of them is either a RIC, a real estate investment trust or they each meet certain diversification requirements.

In addition to the statutory language of Code Section 368, there are two significant non-statutory requirements for a reorganization: the continuity of interest (“COI”) requirement, and the continuity of business enterprise (“COBE”) requirement. ³

In order to satisfy the COI requirement, “a substantial part of the value of the proprietary interests in the target corporation must be preserved.”⁴ This is accomplished “if, in a potential reorganization, [the proprietary interest in the target corporation] is exchanged for a proprietary interest in the issuing corporation…”⁵ For this purpose, a proprietary interest in the target corporation is not preserved if persons related to the acquiring corporation acquire stock of the target corporation for consideration other than stock of the acquiring corporation.⁶

In order to satisfy the COBE requirement, a reorganization may satisfy either the “historic business test” or the “historic asset test.” Under the “historic business test,” a taxpayer can establish COBE if it either (i) continues the target’s historic business, or (ii) continues any significant historic line of business of the target if the target has more than one line of business. For this purpose, a line of business entered into as part of the plan of reorganization is not a historic business. Under the “historic asset test,” a taxpayer can establish asset continuity if it uses a “significant” portion of the target’s historic business assets in a business. “Historic business assets” may include stock, securities, or intangible operating assets if they are used in the target’s historic business.⁷

In interpreting the “historic business test” in the case of a reorganization involving a RIC, the Internal Revenue Service has held that a corporation engaged in the business of investing in a portfolio of corporate stocks and bonds was not in the same business as a diversified open-end RIC investing in high-grade municipal bonds.⁸

1 Code § 361.

2 Code § 354.

3 Treas. Reg. § 1.368-1(b).

4 Treas. Reg. § 1.368-1(e)(1)(i).

5 Id.

6 Treas. Reg. § 1.368-1(e)(3).

7 Treas. Reg. § 1.368-1(d)(1)-(3).

8 Rev. Rul. 87-76, 1987-2 C.B. 84.

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The Reorganization will be a transfer of substantially all of the Assets of Acquired Fund, a corporation, to Acquiring Fund, a series of a corporation, in exchange solely for Acquiring Fund Shares (including fractional Acquiring Fund Shares, if any), which will then be distributed to the shareholders of Acquired Fund pursuant to the liquidation of Acquired Fund. Therefore, the Reorganization will satisfy the statutory language of Section 368(a)(1)(C) to be treated as a “reorganization.”

Since each of Acquired Fund and Acquiring Fund is a RIC, the Reorganization will satisfy the statutory language of Section 368(a)(2)(F) to be treated as a “reorganization.”

Based upon the representations made above with respect to acquisitions of Acquired Fund Shares by persons “related” to Acquiring Fund, each Acquired Fund Shareholder will receive Acquiring Fund Shares as a result of the Reorganization. Therefore, the Reorganization will satisfy the COI requirement.

Acquired Fund and Acquiring Fund each have identical investment objectives and strategies as described above.

Based upon the above, we believe that Acquired Fund and Acquiring Fund are engaged in the same historic business of investing in the equity securities of large capitalization U.S. companies and Acquiring Fund will continue to pursue this historic business after the Reorganization. Therefore, in our view, the Reorganization will satisfy the “historic business test” of the COBE requirement for a “reorganization.” Alternatively, since Acquiring Fund has no plan or intention to sell or otherwise dispose of any of the assets acquired from Acquired Fund, except for dispositions made in the ordinary course of that business and dispositions necessary to maintain its status as a RIC, we believe Acquiring Fund will use the assets acquired from Acquired Fund in its historic business so that Acquiring Fund will satisfy the “historic asset test” of the COBE requirement and thus will satisfy the COBE requirement.

IV.       Opinions

Based upon the foregoing and upon our consideration of the Code, the Treasury Regulations promulgated under the Code, published Revenue Rulings, Revenue Procedures and other published pronouncements of the Internal Revenue Service, the published opinions of the United States Tax Court and other United States federal courts, and such other authorities as we consider relevant, each as they exist as of the date hereof, we are of the opinion that, for federal income tax purposes:

(1)       The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and Acquiring Fund and Acquired Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

(2)       No gain or loss will be recognized by the Acquired Fund upon the transfer of all of the Assets to Acquiring Fund solely in exchange for Acquiring Fund Shares and the assumption by Acquiring Fund of the Liabilities of Acquired Fund, or upon the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders.

(3)       The tax basis in the hands of the Acquiring Fund of each asset of Acquired Fund will be the same as the tax basis of such asset in the hands of Acquired Fund immediately prior to the transfer thereof, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by Acquired Fund on the transfer. 

(4)       The holding period of each asset of Acquired Fund in the hands of the Acquiring Fund, other than assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such asset was held by Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset).

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(5)       No gain or loss will be recognized by the Acquiring Fund upon its receipt of the assets of Acquired Fund solely in exchange for Acquiring Fund Shares and the assumption of the Liabilities of Acquired Fund.  

(6)       No gain or loss will be recognized by Acquired Fund Shareholders upon the exchange of the Acquired Fund Shares for Acquiring Fund Shares as part of the Reorganization.

(7)       The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor. 

(8)       Each Acquired Fund Shareholder’s holding period for the Acquiring Fund Shares received in the Reorganization will include the period for which such Acquired Fund Shareholder held the Acquired Fund Shares exchanged therefor, provided that the Acquired Fund Shareholder held such Acquired Fund Shares as capital assets on the date of the exchange.

Notwithstanding the above, we express no view with respect to the effect of the transaction 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.

Because our opinion is based upon current law, no assurance can be given that existing United States federal income tax laws will not be changed by future legislative or administrative or judicial interpretation, any of which could affect the opinion expressed above. This opinion is provided to you in connection with the Reorganization. This opinion may not be quoted or relied upon by any other person or entity, or for any other purpose, without our prior written consent.

Very truly yours,

/s/ Seward & Kissel LLP