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
. The Fund may be required to withhold, for U.S. federal income tax purposes, a portion of the dividends, distributions
and redemption proceeds payable to shareholders who fail to provide the Fund 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
.
Shareholders will receive, if appropriate, various written notices after the close of the Fund’s taxable year regarding the U.S.
federal income tax status of certain dividends, distributions and deemed distributions that were paid (or that are treated as having been
paid) by the Fund to its shareholders during the preceding taxable year. Other
Taxes
. Dividends, distributions and redemption proceeds may also be subject to additional state, local and foreign taxes depending
on each shareholder’s particular situation. 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 122
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 or other applicable
form may be subject to
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
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
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.
shareholder
will need to comply with applicable certification requirements relating to its non-U.S.
status (including, in general, furnishing an IRS Form W-8BEN,
W-8BEN-E,
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.
123
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. 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 (i.e.
,
“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. 124
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 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
125
constitute a return of capital (
i.e.
,
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.” 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. 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, 2026 |
|||||||||
|
|
Unlimited |
|||||||||||
General.
The Declaration of Trust provides that the Fund may issue up to an unlimited number of shares, with a par value of $0.001 per share. 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.
126
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.
The Fund’s Declaration of Trust provides that the number of the Fund’s Trustees may be established
only by the Board of Trustees but may not be fewer than one or more than fifteen. Accordingly, at such time, any and all vacancies on
the Board may be filled only by the affirmative vote of a majority of the remaining Trustees in office, even if the remaining Trustees
do not constitute a quorum, subject to any applicable requirements of the Investment Company Act and the terms of any class. Removal
of Trustees
. The Fund’s Declaration of Trust provides that a trustee may be removed only for cause and only by the affirmative
vote of at least two-thirds
of the votes entitled to be cast generally in the election
of Trustees. This provision, when coupled with the provision in the Fund’s Declaration of Trust authorizing only the Board of Trustees
to fill vacant trustee positions (unless otherwise required by the Investment Company Act), precludes shareholders from removing incumbent
trustees, except for cause and by a substantial affirmative vote, and filling the vacancies created by the removal with their own nominees.
Amendments
to the Fund’s Declaration of Trust and Bylaws
. The Declaration of Trust may be restated or amended at any time by an instrument
in writing signed by a majority of the Board of Trustees or a resolution adopted by a majority of the Board of Trustees and, if required
by applicable law or the Declaration of Trust or the Bylaws, by approval of such amendment by the shareholders in accordance with the
Declaration of Trust and Bylaws. Any such restatement or amendment of the Declaration of Trust shall be effective immediately upon execution
and approval. The Bylaws may be amended, altered or repealed, or new Bylaws may be adopted only by the Trustees. Classes
of Shares
. The Declaration of Trust permits the Board of Trustees to establish multiple classes of shares in the Fund, with each
class having the relative rights and preferences set forth in the Declaration of Trust and the prospectus for such class, unless otherwise
provided in the resolution or other document establishing the class. The shares offered through this prospectus represent the only class
of Fund shares existing as of the date of this prospectus. Subject to any necessary regulatory approvals, additional classes of shares
may be established and offered in the future. The establishment of additional classes is not expected to affect the rights and preferences
of the class of shares offered in this prospectus. Quorum
.
The Bylaws provide that the presence of shareholders entitled to cast forty percent (40%) of the shares entitled to vote on a matter,
present in person or represented by proxy, constitutes a quorum unless applicable law provides otherwise. However, because the Bylaws
may be amended by the Board of Trustees, the Board of Trustees has the power to specify another quorum requirement. The power to adjust
the quorum requirement could enable the Board of Trustees to prevent some shareholders from soliciting proxies and then refusing to attend
the meeting in order to prevent a quorum. Calling
of Meetings of Shareholders
. The Bylaws provide that meetings of shareholders may be called as required by the Declaration of Trust
and by the Board of Trustees. The Bylaws also provide that, subject to the satisfaction of certain procedural and informational requirements
by the shareholders requesting the meeting, a special meeting of shareholders will be called by the Secretary of the Fund upon the written
request of shareholders entitled to cast not less than fifty percent (50%) of all the votes entitled to be cast at such meeting.
Annual meetings of shareholders of the Fund will not be held unless otherwise required by the Investment Company Act, the Declaration
of Trust or the Bylaws. 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.
127
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.
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, 1901 L Street NW, Suite 700, Washington, DC 20036, 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 July 1, 2026.
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, 2026. 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
A-1
such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks of the prospective investment;
(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
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;
Rule 2a-51-1(b)
(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
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.
non-operating
companies such as closed-end
funds. We will evaluate on a case-by-case
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
basis. Our primary objective in assessing and voting on these proposals is to maximize long-term shareholder value.
case-by-case
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
basis with the goal of maximizing long-term shareholder value. We assess all shareholder proposals in accordance with our Shareholder
Proposal Assessment Framework.
case-by-case
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 to help us meet
these obligations. As part of this responsibility and as expressed throughout the Code of Business Conduct and Ethics, 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 (e.g.
, 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. 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 manag
ed
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 6, 2026 (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-0140-0726
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, 2026, as filed with the Commission, are incorporated by reference.
2. Exhibits.
| C- 1 |
| C- 2 |
| C- 3 |
| (s) | Calculation of Filing Fees Table.* |
| (t) | (i) Powers of Attorney for the Registrant – Incorporated by reference to Exhibit (s)(i) to Post-Effective Amendment No. 2 of the Registrant’s Registration Statement on Form N-2 (File Nos. 333-273506 and 811-22671), filed with the Securities and Exchange Commission on July 29, 2025. |
| (ii) Power of Attorney for John A. Lovito as to the Registrant.* |
| * | 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, 2026) |
|
| Shares of Common Stock | 3,456 |
| 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).
| C- 4 |
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:
| C- 5 |
(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 Filing Fee Tables” 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 [17 CFR 230.430B]:
(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.
| C- 6 |
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 subject to Rule 430C [17 CFR 230.430C]: 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 [17 CFR 230.482] 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. |
| C- 7 |
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.
| C- 8 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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 28th day of July, 2026.
|
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 | July 28, 2026 |
| *R. Jay Gerken | Trustee | July 28, 2026 |
| *Jeffrey R. Holland | Trustee | July 28, 2026 |
| *Jeanette W. Loeb | Trustee | July 28, 2026 |
| *John A. Lovito | Trustee | July 28, 2026 |
| *Carol C. McMullen | Trustee | July 28, 2026 |
| *Garry L. Moody | Trustee | July 28, 2026 |
| *Emilie D. Wrapp | Trustee | July 28, 2026 |
|
/s/ Stephen M. Woetzel Stephen M. Woetzel |
Principal Accounting Officer, Treasurer and Chief Financial Officer | July 28, 2026 |
|
*By: /s/ Richard Leahy Richard Leahy |
Attorney-In-Fact | July 28, 2026 |
| C- 9 |
EXHIBIT INDEX
| Exhibit Number |
Description | |
| (l) | Opinion and Consent of Seward & Kissel LLP | |
| (n) | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for the Registrant | |
| (s) | Calculation of Filing Fees Table | |
| (t)(ii) | Power of Attorney for John A. Lovito as to the Registrant | |
|
| ||
| 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 | |
| C- 10 |