case
of securities lending transactions, payments in lieu of dividends are not qualified dividend income. If a shareholder elects to treat
Fund dividends as investment income for purposes of the limitation on the deductibility of investment interest, such dividends would not
be qualified dividend income.
We
will send you information after the end of each year setting forth the amount of dividends paid by the Fund that are eligible for the
reduced rates.
If
an individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an “extraordinary
dividend,” and the individual subsequently recognizes a loss on the sale or exchange of stock in respect of which the extraordinary
dividend was paid, then the loss will be long-term capital loss to the extent of such extraordinary dividend. An “extraordinary
dividend” on common stock for this purpose is generally a dividend (i) in an amount greater than or equal to 10% of the taxpayer’s
tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend dates within an 85-day period or (ii) in
an amount greater than 20% of the taxpayer’s tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend
dates within a 365-day period.
Distributions
in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free return
of capital to the extent of a shareholder’s basis in his shares of the Fund, and as a capital gain thereafter (if the shareholder
holds his shares of the Fund as capital assets).
Shareholders
receiving dividends or distributions in the form of additional shares should be treated for U.S. federal income tax purposes as receiving
a distribution in an amount equal to the amount of money that the shareholders receiving cash dividends or distributions will receive,
and should have a cost basis in the shares received equal to such amount. Dividends paid by the Fund that are attributable to dividends
received by the Fund from domestic corporations may qualify for the U.S. federal dividends-received deduction for corporations.
Investors
considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the price of shares just
purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless be taxable
to them. If the Fund is the holder of record of any stock on the record date for any dividends payable with respect to such stock, such
dividends will be included in the Fund’s gross income not as of the date received but as of the later of (a) the date such
stock became ex-dividend with respect to such dividends (,
the date on which a buyer of the stock would not be entitled to receive the declared, but unpaid, dividends) or (b) the date the
Fund acquired such stock. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends
based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case.
i.e.
Under
current law, the Fund serves to block unrelated business taxable income (“UBTI”) from being realized by its tax-exempt shareholders.
Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by virtue of its investment in the Fund if shares in the Fund
constitute debt-financed property in the hands of the tax-exempt shareholder within the meaning of Code Section 514(b). Certain types
of income received by the Fund from REITs, real estate mortgage investment conduits (“REMICs”), taxable mortgage pools or
other investments may cause the Fund to designate some or all of its distributions as “excess inclusion income.” To Fund shareholders
such excess inclusion income may (a) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt
such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (b) not be offset
by otherwise allowable deductions for tax purposes; (c) not be eligible for reduced U.S. withholding for non-U.S. shareholders even
from tax treaty countries; and (d) cause the Fund to be subject to tax if certain “disqualified organizations” as defined
by the Code are Fund shareholders. If a charitable remainder trust (as defined in Code Section 664) realizes any UBTI for a taxable
year, it will be subject to an excise tax equal to the amount of the UBTI.
Backup
Withholding
121
with
their correct taxpayer identification number or to make required certifications, or who have been notified by the IRS that they are subject
to backup withholding. Certain shareholders are exempt from backup withholding. Backup withholding is not an additional tax and any amount
withheld may be credited against a shareholder’s U.S. federal income tax liability.
Notices;
Other Taxes
Notices
Other
Taxes
If
a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual shareholder or $10 million
or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of
portfolio securities are in many cases exempted from this reporting requirement, but under current guidance, shareholders of a regulated
investment company are not exempted. The fact that a loss is reportable under these regulations does not affect the legal determination
of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability
of these regulations in light of their individual circumstances.
A
3.8% Medicare contribution tax is imposed on taxable net investment income, including interest, dividends, and capital gain, of U.S. individuals
with income exceeding $200,000 (or $250,000 if married filing jointly), and of estates and trusts.
Taxation
of Non-U.S. Shareholders
Dividends
paid by the Fund to non-U.S. shareholders are generally subject to withholding tax at a 30% rate or a reduced rate specified by an applicable
income tax treaty to the extent derived from investment income and short-term capital gains. Dividends paid by the Fund from net tax-exempt
income or long-term capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding,
a non-U.S. shareholder will be required to provide the appropriate IRS Form W-8 certifying its entitlement to benefits under a treaty.
The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides a Form W-8ECI, certifying that the
dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the United States. Instead,
the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S. shareholder.
A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed
at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN, W-8BEN-E or other applicable
form may be subject to back-up withholding at the appropriate rate.
Properly
reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the Fund’s
“qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent interest
and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that
are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term capital gains” (generally,
the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such taxable year). However,
depending on its circumstances, the Fund may report all, some or none of its potentially eligible dividends as such qualified net interest
income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as ineligible for this exemption from
withholding. In order to qualify for this exemption from withholding, a non-U.S. shareholder will need to comply with applicable certification
requirements relating to its non-U.S. status (including, in general, furnishing
122
an
IRS Form W-8BEN, W-8BEN-E, other applicable or substitute Form). In the case of shares held through an intermediary, the intermediary
may withhold even if the Fund reports the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. shareholders
should contact their intermediaries with respect to the application of these rules to their accounts.
In
general, U.S. federal withholding tax will not apply to any gain or income realized by a non-U.S. shareholder in respect of any distributions
of net long-term capital gains over net short-term capital losses, tax-exempt interest dividends, or upon the sale or other disposition
of shares of the Fund. However, if the Fund’s direct or indirect interests in U.S. real property were to exceed certain levels,
Fund distributions to a non-U.S. shareholder attributable to gain from a sale or exchange of a U.S. real property interest and, in the
case of a non-U.S. shareholder owning more than 5% of the class of shares throughout such person’s holding period for the redeemed
shares (or, if shorter, the previous five years) may be treated as real property gain subject to additional taxes or withholding and may
result in the non-U.S. shareholder having additional filing requirements.
The
rules laid out in the previous paragraph, other than the withholding rules, will apply notwithstanding the Fund’s participation
in a wash sale transaction or its payment of a substitute dividend.
A
30% withholding tax is imposed on dividends paid to (i) foreign financial institutions including non-U.S. investment funds unless
they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain
other foreign entities, unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding,
foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information,
including the names, addresses and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence
procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained,
agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide
the required information, and determine certain other information as to their account holders, or (ii) in the event that an applicable
intergovernmental agreement and implementing legislation are adopted, provide local revenue authorities with similar account holder information.
Other foreign entities will need to either provide the name, address, and taxpayer identification number of each substantial U.S. owner
or certifications of no substantial U.S. ownership unless certain exceptions apply or agree to provide certain information to other revenue
authorities for transmittal to the IRS.
The
foregoing is only a summary of certain material U.S. federal income tax consequences affecting the Fund and its shareholders. Shareholders
are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.
BENEFIT
PLAN INVESTOR CONSIDERATIONS
The
Fund may accept investments from employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
such as corporate pension plans (each, an “ERISA Plan”); plans and accounts subject to Section 4975 of the Code, such
as individual retirement accounts (“IRAs”) and Keogh plans (each, a “Tax-Qualified Plan”); and entities the underlying
assets of which include “plan assets” subject to ERISA or Section 4975 of the Code (such entities, together with ERISA
Plans and Tax-Qualified Plans, “Benefit Plan Investors”). The Fund may also accept investments from plans, arrangements, and
accounts subject to provisions of U.S. federal, state, local, or other laws or regulations that are similar to Title I of ERISA or Section 4975
of the Code (“Similar Laws”), such as foreign pension plans, governmental plans, and certain church plans (together with Benefit
Plan Investors, “Plans”). Under current law, because the Fund is a registered investment company under the Investment Company
Act, it is anticipated that the Fund’s assets will not be deemed “plan assets” for purposes of ERISA or Section 4975
of the Code.
123
Plans
and persons who are fiduciaries with respect to Plans should consider, among other things, the matters described below in determining
whether to cause the Plan to invest in the Fund.
Title
I of ERISA imposes general and specific responsibilities on a person who is a “fiduciary” for purposes of ERISA with respect
to an ERISA Plan, including the requirement to discharge one’s duties toward such ERISA Plan with the care, skill, prudence, and
diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims. In determining whether a particular investment is appropriate
for an ERISA Plan, a fiduciary of such ERISA Plan should give appropriate consideration to those facts and circumstances that, given the
scope of his investment duties, the fiduciary knows or should know are relevant to an investment in the Fund, including the role the investment
in the Fund plays in that portion of the ERISA Plan’s investment portfolio with respect to which such fiduciary has investment duties.
Under Title I of ERISA and the regulations promulgated thereunder by the U.S. Department of Labor (the “DOL”), the fiduciary
of an ERISA Plan should consider the following factors in addition to any other factors determined to be relevant for considering whether
to invest in the Fund: (1) the role that the investment plays in the ERISA Plan’s portfolio, taking into account whether the
investment is designed reasonably to further the ERISA Plan’s purposes; (2) the risk and return factors associated with the
investment; (3) the ERISA Plan’s investment portfolio’s composition with regard to diversification, as well as the liquidity
and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan; (4) the income tax consequences
of the investment and the projected return of the total portfolio relative to the ERISA Plan’s funding objectives; (5) whether
the investment is in accordance with the ERISA Plan’s documents; and (6) whether the investment is prudent. Specifically, plan
fiduciaries should understand the illiquid nature of an investment in the Fund. It is anticipated that the Fund’s shares will not
be listed on any securities exchange or traded in other markets, shares will be subject to substantial restrictions on transfer, and although
the Fund intends to offer to repurchase shares periodically, at the sole discretion of the Board of Trustees, no assurance can be given
that these repurchases will occur on a regular basis or at all or that all of a shareholder’s shares will be purchased in any offer
to repurchase. Accordingly, plan fiduciaries should review both anticipated and unanticipated liquidity needs for their respective plans,
particularly those for a participant’s termination of employment, retirement, death, or disability, or a plan termination.
If
a fiduciary of an ERISA Plan breaches his fiduciary duties under ERISA, the fiduciary may be held personally liable for losses incurred
by the ERISA Plan as a result of the breach.
The
management of assets of ERISA Plans and Tax-Qualified Plans (,
“plan assets”) is generally subject to the fiduciary duty provisions of Title I of ERISA and the prohibited transaction provisions
of ERISA and Section 4975 of the Code; however, because the Fund is registered as an investment company under the Investment Company
Act, the underlying assets of the Fund should not be considered “plan assets” of any Benefit Plan Investor investing in the
Fund. For that reason, none of the Investment Manager, Portfolio Fund Managers, the Distributor, the Administrator, the Custodian and
the Transfer Agent for the Fund will be a fiduciary with respect to Benefit Plan Investors within the meaning of ERISA solely as a result
of their duties for the Fund.
i.e.
Certain
prospective Benefit Plan Investors may currently maintain relationships with the Investment Manager, the Portfolio Fund Managers, the
Distributor, the Administrator, the Custodian or the Transfer Agent, or with other entities that are affiliated with such a person. Each
of the Investment Manager, the Portfolio Fund Managers, the Distributor, the Administrator, the Custodian and the Transfer Agent and their
affiliates may be deemed to be a “party in interest” or “disqualified person” to a Benefit Plan Investor or a
fiduciary of any Benefit Plan Investor to which it provides investment management, investment advisory or other services. ERISA and Section 4975
of the Code prohibit “plan assets” to be used for the benefit of a party in interest or a disqualified person and also prohibit
an ERISA Plan fiduciary or Tax-Qualified Plan fiduciary from using its position to cause the ERISA Plan or Tax-Qualified Plan to make
an investment from which it or certain third parties in which the fiduciary has an interest would receive a fee or other consideration.
Benefit Plan Investors should consult with counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA
or Section 4975 of
124
the
Code. A fiduciary of a Plan investing in the Fund may be required to represent that (1) the decision to invest in the Fund was made
by it as a fiduciary that is independent of the Investment Manager, the Portfolio Fund Managers, the Distributor, the Administrator, the
Custodian and the Transfer Agent and their respective affiliates; (2) the fiduciary is duly authorized to make such investment decision;
(3) the fiduciary has not relied on any individualized advice or recommendation of the Investment Manager, a Portfolio Fund Manager,
the Distributor, the Administrator, the Custodian or the Transfer Agent, or their respective affiliates to invest in the Fund; and (4) the
Plan’s investment in the Fund will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code
or similar prohibition under Similar Laws.
Plans
subject to Similar Laws may be limited in their ability to invest in the Fund unless they can satisfy the Investment Manager that their
investment will not subject the Fund, the Investment Manager, or their affiliates to foreign, state, or other regulations.
With
respect to those investors that are required to file a Form 5500 Annual Return/Report of Employee Benefit Plan, to the maximum extent
permitted, the disclosure in the prospectus regarding the fees and expenses of the Fund, including the Management Fee paid to the Investment
Manager, is intended to satisfy the alternative reporting options for “eligible indirect compensation” for purposes of Schedule
C, in addition to serving the other purposes for which this prospectus has been prepared.
The
provisions of ERISA, the Code, and Similar Laws are subject to extensive and continuing administrative and judicial interpretation and
review. The discussion of ERISA contained in this prospectus is, of necessity, general and may be affected by future publication of DOL
regulations and rulings. Potential Plan investors should consult with their legal advisors regarding the consequences under ERISA, the
Code, and Similar Laws of the acquisition and ownership of shares.
Violations
of the rules under ERISA, Section 4975 of the Code, and Similar Laws can result in various types of liabilities, including civil
penalties and excise taxes. Because of the complexity of these rules, Plan fiduciaries are strongly encouraged to consult with their legal
advisors prior to causing a Plan to invest in the Fund. Acceptance of subscriptions of any Plan is in no respect a representation by the
Fund, the Investment Manager, or any other party that such investment meets the relevant legal requirements with respect to that Plan
or that the investment is appropriate for such Plan.
DISTRIBUTIONS
The
Fund intends to make distributions on an annual basis in aggregate amounts representing substantially all of the Fund’s taxable
income (including realized short-term gains), if any, earned during the year. Any long-term capital gains will be paid out once a year
(unless otherwise permitted by the Investment Company Act or any exemptive relief provided by the SEC).
The
Fund also may pay a special distribution in any calendar year if necessary to comply with U.S. federal income tax requirements. The Fund
will make distributions only if authorized by the Fund’s Board of Trustees and declared by the Fund out of assets legally available
for these distributions. Distributions to a shareholder that constitute a return of capital (,
distributions in excess of the Fund’s current or accumulated earnings and profits) will be tax-free up to the amount of the shareholder’s
current tax basis in his or her shares, with any distribution amounts exceeding such basis treated as capital gain. See “U.S. Federal
Income Tax Considerations.”
i.e.
Section 19(a)
of the Investment Company Act generally provides that it is unlawful for any investment company to pay any distribution from any source
other than its accumulated undistributed net income (not including profits or losses realized on the sale of securities) or its net income
for the current or preceding fiscal year unless the payment is accompanied by a written statement disclosing the source of the payment.
If the Fund pays any distribution that is characterized as a return of capital or from another source requiring disclosure, the Fund will
provide shareholders with a notice in compliance with Rule 19a-1 under the Investment Company Act.
125
Shareholders
are encouraged to review such notices carefully. Section 19(b) of the Investment Company Act and Rule 19b-1 thereunder generally
prohibit multiple long-term capital gains distributions throughout the year (with certain exceptions).
AUTOMATIC
REINVESTMENT PLAN
All
distributions of income and capital gains are reinvested in additional shares of the Fund unless a shareholder elects to receive distributions
in cash. The tax status of any distribution is the same regardless of whether or not the distribution is reinvested or taken as cash.
The Fund may limit the extent to which any distributions that are returns of capital may be reinvested in the Fund. Additional shares
issued to shareholders under the automatic reinvestment plan will be issued at their then current NAV.
The
Fund reserves the right to suspend the automatic reinvestment of distributions at any time and to require shareholders to receive all
distributions in cash. The Fund may also limit the maximum amount that may be reinvested, either as a dollar amount or as a percentage
of distributions.
Additional
information about the reinvestment of distributions may be obtained by calling (800) 221-5672.
ADDITIONAL
INFORMATION REGARDING THE DECLARATION
OF
TRUST AND BYLAWS
The
following description of the terms of the Fund and its shares is only a summary. For a complete description, please refer to the Delaware
Statutory Trust Act, and the Fund’s Declaration of Trust and Bylaws. The Declaration of Trust and Bylaws are filed with the SEC
as exhibits to the Fund’s registration statement, of which this prospectus forms a part.
|
Title
of Class |
Amount Authorized |
Amount of Shares Held by the Fund for its Account |
Amount of Shares Outstanding as of June 30, 2025 |
|||||||||
|
|
Unlimited |
|||||||||||
General.
All
of the shares offered by this prospectus will be duly authorized, fully paid and nonassessable.
Shareholders
are entitled to receive distributions when authorized by the Board of Trustees and declared by the Fund out of assets legally available
for the payment of distributions. Shareholders also are entitled to share ratably in the assets legally available for distribution to
the Fund’s shareholders in the event of the Fund’s liquidation, dissolution or winding up, after payment of, or adequate provision
for, all of the Fund’s known debts and liabilities. These rights are subject to the preferential rights of any other class of the
Fund.
Each
outstanding share entitles the holder to one vote on all matters submitted to a vote of shareholders, including the election of Trustees.
Number
of Trustees; Vacancies.
126
Removal
of Trustees
Amendments
to the Fund’s Declaration of Trust and Bylaws
Classes
of Shares
Quorum
Calling
of Meetings of Shareholders
REPORTS
TO SHAREHOLDERS
The
Fund will make available to shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period
covered by the report, or as otherwise required by the Investment Company Act. Shareholders will also have access to quarterly unaudited
performance reports.
The
Fund will furnish to shareholders as soon as practicable after the end of each of its taxable years such information as is necessary for
them to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. A Portfolio
Fund Manager’s delay, however, in providing this information will delay the preparation by the Fund of tax information for investors,
which will likely require shareholders to seek extensions of the time for filing their tax returns, or could delay the preparation of
the Fund’s annual report.
127
TERM
The
Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Fund’s Declaration of Trust or Bylaws.
FISCAL
YEAR
For
accounting purposes, the Fund’s fiscal year is the 12-month period ending on March 31. For tax purposes, the Fund will adopt
the 12-month period ending March 31 of each year as its taxable year, unless otherwise required by applicable law.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Trustees has selected PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Fund. PricewaterhouseCoopers
LLP is responsible for the auditing of the annual financial statements of the Fund. PricewaterhouseCoopers LLP’s principal business
address is 300 Madison Avenue, New York,
New
York 10017.LEGAL
COUNSEL
Seward &
Kissel LLP, 901 K Street NW, Suite 800, Washington, DC 20001, is counsel to the Fund.
BENEFICIAL
OWNERS
To
the knowledge of the Fund, no person or entity owned, beneficially or of record, 5% or more of the Fund’s outstanding Shares as
of March 31, 2025.
INQUIRIES
AND FINANCIAL INFORMATION
Inquiries
concerning the Fund and the shares (including information concerning subscription and withdrawal procedures) should be directed to your
financial advisor or to (800) 221-5672.
The
Fund’s audited financial statements are incorporated
herein by reference to its annual report for the fiscal year ended March 31, 2025. Shareholders may request a copy of the annual
report at no charge by calling the Fund at the telephone number indicated above during regular business hours. The Fund’s annual
report and semi-annual report are also available free of charge via hyperlink at
www.bernstein.com
and by clicking on “Investments”, then “Prospectuses, SAIs and Shareholder Reports”, then “Multi-Manager
Alternative Fund”. 128
APPENDIX
A
INVESTOR
QUALIFICATIONS
In
order to be eligible to purchase shares of the Fund, a prospective investor must qualify as an “Accredited Investor” as such
term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)
by meeting one of the following eligibility criteria. The prospective investor is an Accredited Investor if it is:
(a)
a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
(b)
a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
(c)
an insurance company as defined in Section 2(a)(13) of the Securities Act;
(d)
an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) or registered pursuant to the laws of a state or an investment adviser relying on an exemption from registering with the SEC
under Section 203(l) or (m) of the Advisers Act;
(e)
an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”),
or a business development company as defined in Section 2(a)(48) of the Investment Company Act;
(f)
a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958, as amended, or a Rural Business Investment Company as defined in Section 384A of the Consolidated
Farm and Rural Development Act;
(g)
a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
(h)
an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
if: (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings
and loan association, insurance company or registered investment adviser; (ii) the employee benefit plan has total assets in excess
of $5,000,000; or (iii) the plan is a self-directed plan with investment decisions made solely by persons that are Accredited Investors;
(i)
a private business development company as defined in Section 202(a)(22) of the Advisers Act;
(j)
an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar
business trust, partnership or limited liability company not formed for the specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000;
(k)
a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s
spouse or spousal equivalent* in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income
level in the current year;
(l)
a natural person whose individual net worth, or joint net worth with his or her spouse or spousal equivalent, at the time
of his or her purchase exceeds $1,000,000**;
(m) a
natural person holding in good standing*** one or more professional certifications or designations or credentials from an accredited educational
institution that the SEC has designated as qualifying an individual for accredited investor status;
(n)
a trust not revocable by its grantors, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the prospective investment;
A-1
(o)
a revocable trust which may be amended or revoked at any time by the grantors thereof and all the grantors are Accredited
Investors because they meet one or more of the additional criteria that appear in this list;
(p)
an entity in which all of the equity owners are Accredited Investors;
(q)
an entity (not covered in (a)-(j) or (n)-(p) above) that owns “investments,” as defined in Rule 2a-51-1(b)
under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities
offered;
(r)
a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, with assets under management in excess of $5,000,000,
not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person who has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective
investment; or
(s)
a family client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office (as defined in (r) above)
whose prospective investment in the issuer is directed by such family office pursuant to the requirements in (r) above.
*
The term spousal equivalent shall mean a cohabitant occupying a relationship generally equivalent to that of a spouse.
**
For purposes of this Appendix A, the “net worth” of an individual investor or the combined “net
worth” of an individual investor and his or her spouse or spousal equivalent means the excess of total assets at fair market value
over total liabilities, but excluding from total assets the value of the investor’s primary residence. In calculating net worth,
any indebtedness that is secured by such primary residence shall not be included as a liability, other than the amount of such indebtedness
in excess of (i) the amount outstanding 61 days ago, unless incurred as a result of the acquisition of such residence, or (ii) the
estimated fair market value of such residence (whichever excess amount of indebtedness is greater).
***
“Good standing” means the individual has passed the required examination and currently maintains his or her
license or registration, as applicable, in good standing.
A-2
Appendix
B
Proxy
Voting Policy Statement
Introduction
AllianceBernstein
L.P.’s (“AB,” “we,” “us,” “our” and similar terms) mission is to work in our clients’
best financial interests to deliver better investment outcomes through differentiated research insights and innovative portfolio solutions.
As a fiduciary and investment adviser, we place the interests of our clients first and treat all our clients fairly and equitably, and
we have an obligation to responsibly allocate, manage and oversee their investments to seek sustainable, long-term shareholder value.
AB
has authority to vote proxies relating to securities in certain client portfolios and, accordingly, AB’s fiduciary obligations extend
to AB’s exercise of such proxy voting authority for each client AB has agreed to exercise that duty. AB’s general policy is
to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment
funds, if any (collectively, “proxies”), in a manner that serves the best financial interests of each respective client as
determined by AB in its discretion, after consideration of the relevant client’s investment strategies, and in accordance with this
Proxy Voting and Governance Policy (“Proxy Voting and Governance Policy” or “Policy”) and the operative agreements
governing the relationship with each respective client (“Governing Agreements”). This Policy outlines our principles for proxy
voting, includes a wide range of issues that often appear on voting ballots, and applies to all of AB’s internally managed assets,
globally. It is intended for use by those involved in the proxy voting decision-making process and those responsible for the administration
of proxy voting (“Investment Stewardship Team”), to ensure that this Policy and its procedures are implemented consistently.
This
Policy forms part of a suite of policies and frameworks including AB’s Stewardship Statement that outline our approach to investment
stewardship. Proxy voting is an integral part of this process, enabling us to support sound corporate governance practices, strong shareholder
rights, transparent disclosures, and encourage effective oversight of material issues.
This
Policy is overseen by the Proxy Voting and Governance Committee (“Proxy Voting and Governance Committee” or “Committee”),
which provides oversight and includes senior representatives from Investments, Legal and Operations. It is the responsibility of the Committee
to evaluate and maintain proxy voting procedures and guidelines, to evaluate proposals and issues not covered by these guidelines, to
consider changes in the Policy, and to review the Policy no less frequently than annually. In addition, the Committee meets at least three
times a year and as necessary to address special situations.
Research
Underpins Decision Making
As
a research-driven firm, we approach proxy voting with the same commitment to rigorous research and engagement that we apply to all our
investment activities. The different investment philosophies applied by our investment teams may occasionally result in different conclusions
being drawn for certain proposals. In turn, our votes for some proposals may vary from issuer to issuer, while still aligning with our
goal of maximizing the long-term value of securities in our clients’ portfolios.
B-1
Research
Services
To
facilitate the efficient and accurate voting of our client’s securities, we subscribe to research services from vendors such as
Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis. These research materials are used for informational purposes
alongside company filings, and AB’s voting decisions are always guided by AB’s Proxy Voting and Governance Policy. Our investment
professionals can access these research and informational materials at any time.
Engagement
In
evaluating proxy issues and determining our votes, we seek the perspective and expertise of various relevant parties. Internally, the
Investment Stewardship Team may consult the Committee, Chief Investment Officers, Portfolio Managers, and/or Research Analysts across
our equities platform. By partnering with investment professionals, we are empowered to incorporate company-specific fundamental insights
into our vote decisions.
Externally,
we may engage with companies in advance of their Annual General Meeting, and throughout the year. We believe engagement provides the opportunity
to share our philosophy, and more importantly, affect positive changes which we believe will drive shareholder value. In addition, we
may engage with shareholder proposal proponents and other stakeholders to understand different viewpoints and objectives.
Escalation
Strategies
Proxy
voting and engagements work in conjunction to raise and escalate investor concerns to companies. In cases where we determine that the
issuer’s behavior isn’t aligned with our clients’ best financial interests, we may escalate our voting and engagement
by taking actions such as voting against the relevant directors. The materiality of the issue and the responsiveness of management will
guide our approach which is outlined in the AB Stewardship Statement.
Proxy
Voting Guidelines
Our
proxy voting guidelines are both principles-based and rules-based. Subject to client guidelines, we adhere to a core set of principles
described in this Policy. We assess each proxy proposal within the framework of these principles, with our ultimate “litmus test”
being what we view as most likely to maximize long-term shareholder value. We believe that authority and accountability for setting and
executing corporate policies, goals and compensation should generally rest with a company’s board of directors and senior management.
In return, we support strong investor rights that allow shareholders to hold directors and management accountable should they fail to
act in the best interests of shareholders.
We
generally vote proposals in accordance with these guidelines; however, we may deviate from these guidelines if we believe that deviating
from our stated Policy is necessary to maximize long-term shareholder value or as otherwise warranted by the specific facts and circumstances
of an investment. While our Policy is broadly applicable, we may make exceptions to these guidelines for non-operating companies such
as closed-end funds. We will evaluate on a case-by-case basis any proposal not specifically addressed by these guidelines, whether submitted
by management or shareholders, always keeping in mind our fiduciary duty to make voting decisions that are in our clients’ best
interests.
B-2
Our
proxy voting guidelines pertaining to specific issues are set forth in the Policy and include guidelines relating to Director Elections,
Compensation, Auditors, Transactions and Special Situations, Shareholder Rights, and Material Environmental and Social Issues. The following
are summaries of these broad categories:
Director
Elections
AB
believes directors should represent shareholder interests and ensure management maximizes long-term shareholder value. We believe that
companies should have a majority of independent directors and key committees and incorporate local regulations and governance codes into
our decision making. We support majority voting for director elections to enhance accountability and favor declassified boards but may
consider exceptions. In evaluating individual director nominees, we will consider responsiveness to shareholders, nominee attendance,
and nominee capacity. AB values board diversity for a range of perspectives and may vote against nominating committee chairs or relevant
board members if diversity is insufficient.
Compensation
Compensation
policies play a critical role in attracting, retaining, and motivating executives, directors, and employees, and should align with shareholder
interests to promote long-term value creation and sustainable performance. AB evaluates executive compensation proposals based on four
guiding principles: alignment with business performance and strategy, management of compensation costs, reflection of management’s
handling of significant issues, and integrity in decision-making.
Auditors
We
believe that the company is in the best position to choose its accounting firm, and we generally support management’s recommendation.
In assessing auditor independence we will consider non-audit fees and tenure, potentially voting against if non-audit fees are excessive.
Transactions
and Special Situations
AB
evaluates corporate restructurings, mergers, acquisitions, and spin-offs on a case-by-case basis. Our primary objective in assessing and
voting on these proposals is to maximize long-term shareholder value.
Shareholder
Rights
AB
supports strong investor rights that allow shareholders to hold directors and management accountable should they fail to act in the best
interests of shareholders.
Material
Environmental
and Social
Issues
We
generally assess proposals related to environmental and social issues on a case-by-case basis with the goal of maximizing long-term shareholder
value. We assess all shareholder proposals in accordance with our Shareholder Proposal Assessment Framework.
Conflicts
of Interest
As
a fiduciary, we always must act in our clients’ best financial interests. We strive to avoid even the appearance of a conflict that
may compromise the trust our clients have placed in us, and we insist on strict adherence to fiduciary standards and compliance with all
applicable U.S. federal and state securities laws. We have adopted a comprehensive Code of Business Conduct and Ethics (“Code”)
to help us meet these obligations. As part of this responsibility and as expressed throughout the Code, we place the interests of our
clients first and attempt to mitigate any perceived or actual conflicts of interest.
B-3
We
recognize that there may be a potential material conflict of interest when we vote a proxy solicited by an issuer that sponsors a retirement
plan we manage (or administer), that distributes AB-sponsored mutual funds, or with which we or one or more of our employees have another
business or personal relationship that may affect how we vote on the issuer’s proxy. Similarly, we may have a potential material
conflict of interest when deciding how to vote on a proposal sponsored or supported by a shareholder group that is a client. In order
to address any perceived or actual conflict of interest, we have established procedures for use when we encounter a potential conflict
to ensure that our voting decisions are based on our clients’ best interests and are not the product of a conflict. These procedures
include compiling a list of companies and organizations whose proxies may pose potential conflicts of interest (,
if such company is our client) and reviewing our proposed votes for these companies and organizations in light of the Policy and proxy
advisors’ recommendations. If our proposed vote is contrary to the Policy, we refer the proposed vote to our Conflicts Officer for
his determination.
e.g.
In
addition, our Proxy Voting and Governance Committee takes reasonable steps to verify that our primary proxy advisor, ISS, continues to
be independent, including an annual review of ISS’s conflict management procedures. When reviewing these conflict management procedures,
we consider, among other things, whether ISS (i) has the capacity and competency to adequately analyze proxy issues; and (ii) can
offer research in an impartial manner and in the best interests of our clients.
Voting
Transparency
We
publish our voting records on our Internet site ()
one business day after the company’s shareholder meeting date. Many clients have requested that we provide them with periodic reports
on how we voted their proxies. Clients may obtain information about how we voted proxies on their behalf by contacting their Advisor.
Alternatively, clients may make a written request to the Chief Compliance Officer.
www.alliancebernstein.com
Pre-Disclosure
of Vote Intentions on Select Proposals
As
part of our engagement and stewardship efforts, AB may publish our vote intentions on certain proposals in advance of select shareholder
meetings, with an emphasis on issuers where our discretionary managed accounts have significant economic exposure. The selected proposals
are chosen because they impact a range of key topics where AB may have expressed our viewpoints publicly, through prior engagement or
proxy voting. We do not pre-disclose our vote intentions on mergers and acquisition activity. The published vote intentions are available
on our website.
Recordkeeping
All
of the records referenced in our Policy will be kept in an easily accessible place for at least the timeframe required by local regulation
and custom, with the minimum timeframe being the U.S. record retention requirement of six-plus years. We maintain the vast majority of
these records electronically.
Loaned
Securities
Many
of our clients have entered into securities lending arrangements with agent lenders to generate additional revenue. We will not be able
to vote securities that are on loan under these types of arrangements. However, for AB managed funds, the agent lenders have standing
instructions to recall all securities on loan systematically in a timely manner on a best effort basis in order for AB to vote the proxies
on those previously loaned shares.
B-4
Until
September 7, 2025 (40 days after the date of this prospectus), all dealers that buy, sell or trade these securities, whether or not
participating in this offering, may be required to deliver a Prospectus. This is in addition to each dealer’s obligation to deliver
a prospectus when acting as an underwriter and with respect to its unsold allotments or subscriptions.
PRO-0140-0725
PART C
OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
1. Financial Statements.
Included in Part A: Audited financial highlights for the operating performance of the Registrant.
Included in Part B: Audited financial statements, including the notes thereto, for the Registrant contained in the Registrant’s annual report for the fiscal year ended March 31, 2025, as filed with the Commission, are incorporated by reference.
2. Exhibits.
| (l) | Opinion and Consent of counsel with respect to the legality of shares.* |
| (m) | Not applicable. |
| (n) | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for the Registrant.* |
| (o) | Not applicable. |
| (p) | Certificate of Initial Stockholder is incorporated by reference to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-2, filed on June 11, 2012. |
| (q) | Not applicable. |
| (r) | (i) Code of Ethics of the Registrant, Sanford C. Bernstein Fund, Inc. and Bernstein Fund, Inc. is incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-2, filed on July 26, 2024. |
| (ii) Code of Business Conduct and Ethics of AllianceBernstein L.P.* | |
| (s) | (i) Powers of Attorney for the Registrant.* |
| (ii) Powers of Attorney for AB Multi-Manager Alternative Fund (Cayman), Ltd.* | |
______________
* Filed herewith.
ITEM 26. MARKETING ARRANGEMENTS
Reference is made to the underwriting agreements included as Exhibit (h) hereto.
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Not applicable
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The Registrant does not control any company, and no person directly or indirectly controls or is under common control with the Registrant, except that the Registrant may be deemed to be controlled by AllianceBernstein L.P., the investment adviser of the Registrant (the “Investment Manager”). The Investment Manager is a limited partnership formed under the laws of the State of Delaware. Equitable Holdings, Inc., the holding company for a diverse group of financial services companies, holds a controlling interest in the Investment Manager and in AllianceBernstein Corporation, the Investment Manager’s general partner.
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
| Title of Class | Number of Record Holders (as of June 30, 2025) |
| Shares of Common Stock | 3,525 |
ITEM 30. INDEMNIFICATION
Reference is made to Section 7.2 of Article VII of the Registrant’s Declaration of Trust (the “Declaration of Trust”), filed herewith as Exhibit (a)(ii).
Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (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 (the “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 Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, 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 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.
Section 17 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), limits the ability of the Registrant to indemnify its Trustees, officers, and controlling persons.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Investment Manager is primarily engaged in the business of providing investment management, advisory and administrative services. Reference is made to the most recent Form ADV and schedules thereto of the Investment Manager on file with the Commission (File No. 801-56720) for a description of the names and employment of the directors and officers of the Investment Manager and other required information.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
Omitted pursuant to Instruction of Item 32 of Form N-2.
ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
1. Not applicable.
2. Not applicable.
3. Registrant undertakes:
(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(3) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(b) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and
(d) that, for the purpose of determining liability under the Securities Act to any purchaser:
(1) if the Registrant is relying on Rule 430B:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(2) if the Registrant is relying on Rule 430C: each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(e) that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(1) any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(2) free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;
(3) the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(4) any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
4. Registrant undertakes:
(a) that, for the purpose of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of the Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act will be deemed to be a part of the Registration Statement as of the time it was declared effective.
(b) that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time will be deemed to be the initial bona fide offering thereof.
5. Not applicable.
6. Not applicable.
7. Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that this post-effective amendment to the Registration Statement meets all of the requirements for effectiveness under Rule 486(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, and the State of New York, on the 29th day of July, 2025.
|
AB MULTI-MANAGER ALTERNATIVE FUND (Registrant) | |
| By: /s/ Alexander Chaloff | |
| Alexander Chaloff | |
| President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURES | TITLES | DATES |
|
/s/ Alexander Chaloff Alexander Chaloff |
President, Chief Executive Officer and Trustee | |
| *Jorge A. Bermudez | Trustee | |
| *R. Jay Gerken | Trustee | |
| *Jeffrey R. Holland | Trustee | |
| *Jeanette W. Loeb | Trustee | |
| *Carol C. McMullen | Trustee | |
| *Garry L. Moody | Trustee | |
| *Emilie D. Wrapp | Trustee | |
|
/s/ Stephen M. Woetzel Stephen M. Woetzel |
Principal Accounting Officer, Treasurer and Chief Financial Officer | July 29 2025 |
|
*By: /s/ Richard Leahy Richard Leahy |
Attorney-In-Fact | July 29, 2025 |
SIGNATURES
This Registration Statement contains certain disclosure regarding AB Multi-Manager Alternative Fund (Cayman), Ltd. (the “Subsidiary”). The Subsidiary, subject to the next sentence, certifies that this post-effective amendment to the Registration Statement meets all of the requirements for effectiveness under Rule 486(b) under the Securities Act of 1933 and has duly caused this Registration Statement on Form N-2 of AB Multi-Manager Alternative Fund (the “Registrant”) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York in the State of New York, on the 29th day of July, 2025. The Subsidiary is executing this Registration Statement only in respect of the disclosure contained herein specifically describing the Subsidiary and hereby disclaims any responsibility of liability as to any other disclosures in this Registration Statement.
| AB MULTI-MANAGER ALTERNATIVE FUND (CAYMAN), LTD. | |
| By: /s/ Alexander Chaloff | |
| Alexander Chaloff | |
| President |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURES | TITLES | DATES |
|
/s/ Alexander Chaloff Alexander Chaloff |
President, Chief Executive Officer and Director | |
| *Jorge A. Bermudez | Director | |
| *R. Jay Gerken | Director | |
| *Jeffrey R. Holland | Director | |
| *Jeanette W. Loeb | Director | |
| *Carol C. McMullen | Director | |
| *Garry L. Moody | Director | |
| *Emilie D. Wrapp | Director | |
|
/s/ Stephen M. Woetzel Stephen M. Woetzel |
Principal Accounting Officer, Treasurer and Chief Financial Officer |
July 29, 2025 |
|
*By: /s/ Richard Leahy Richard Leahy |
Attorney-In-Fact | July 29, 2025 |
EXHIBIT INDEX
| EX-101.INS XBRL | Instance Document |
| EX-101.SCH XBRL | Taxonomy Extension Schema Document |
| EX-101.CALC XBRL | Taxonomy Extension Calculation Linkbase |
| EX-101.DEF XBRL | Taxonomy Extension Definition Linkbase |
| EX-101.LAB XBRL | Taxonomy Extension Labels Linkbase |
| EX-101.PRE XBRL | Taxonomy Extension Presentation Linkbase |