N-1A/A 1 d9753303_part-c.htm

As filed with the Securities and Exchange Commission on September 7, 2022

FILE NOS.	333-264818
	811-23799

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

Pre-Effective Amendment No. 3

Post-Effective Amendment No.

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒

Amendment No. 3

AB ACTIVE ETFs, INC.

(Exact Name of Registrant as Specified in Charter)

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

(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code:

(800) 221-5672

EMILIE D. WRAPP

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

Copies of communications to:

PAUL M. MILLER

Seward & Kissel LLP

901 K Street, N.W.

Suite 800

Washington, DC 20001

Approximate Date of Proposed Public Offering: As soon as practicable after the effectiveness of this Registration Statement.

RULE 461 REQUEST FOR ACCELERATION: The Registrant and the Principal Underwriter have filed a separate correspondence requesting accelerated effectiveness to September 7, 2022, or as soon thereafter as practicable.

Explanatory Note

This Pre-Effective Amendment No. 3 to the Registration Statement on Form N-1A of the Registrant is being filed solely to make the undertaking in Item 30 of Part C of the Registration Statement. Parts A and B are incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registration Statement as filed with the Securities and Exchange Commission on August 25, 2022.

AB Active ETFs, Inc.

Part C – Other Information.

Item 28.

Exhibits

The following Exhibits are filed as part of the Registrant's Registration Statement:

(a)	(1)	Articles of Amendment and Restatement of the Articles of Incorporation of the Registrant dated May 4, 2022 and filed May 5, 2022 – Incorporated by reference to Exhibit (a) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on May 10, 2022.

	(2)	Articles of Amendment to the Articles of Incorporation of the Registrant dated August 2, 2022 and filed August 4, 2022 – Incorporated by reference to Exhibit (a)(2) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(b)		Amended and Restated By-Laws of the Registrant – Incorporated by reference to Exhibit (b) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on May 10, 2022.

(c)		Not Applicable.

(d)		Investment Advisory Contract between the Registrant and AllianceBernstein L.P. (the "Adviser") dated August 4, 2022 – Incorporated by reference to Exhibit (d) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(e)		Distribution Agreement between the Registrant and Foreside Fund Services, LLC dated August 1, 2022 – Incorporated by reference to Exhibit (e) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(f)		Not Applicable.

(g)	(1)	Custody Agreement between the Registrant and State Street Bank and Trust Company dated July 22, 2022 – Incorporated by reference to Exhibit (g)(1) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(h)	(1)	Fund Administration Agreement between the Registrant and State Street Bank and Trust Company dated August 8, 2022 – Incorporated by reference to Exhibit (h)(1) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

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	(2)	Form of Authorized Participant Agreement – Incorporated by reference to Exhibit (h)(2) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

	(3)	Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company dated August 8, 2022 – Incorporated by reference to Exhibit (h)(3) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

	(4)	Form of Acquiring Fund of Funds Investment Agreement – Incorporated by reference to Exhibit (h)(4) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(i)		Opinion and Consent of Seward & Kissel LLP – Incorporated by reference to Exhibit (i) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(j)		Consent of Independent Registered Public Accounting Firm – Incorporated by reference to Exhibit (j) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(k)		Not Applicable.

(l)		Certificate of Initial Shareholder, dated August 24, 2022 – Incorporated by reference to Exhibit (l) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(m)		Rule 12b-1 Distribution and Service Plan, dated August 5, 2022 – Incorporated by reference to Exhibit (m) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

(n)		Not Applicable.

(o)		Reserved.

(p)	(1)	Code of Ethics for the Registrant – Incorporated by reference to Exhibit (p)(1) to Registrant's Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on August 25, 2022.

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(2) Code of Ethics for AllianceBernstein L.P. and AllianceBernstein Investments, Inc. - Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 41 of the Registration Statement on Form N-1A of AB Institutional Funds, Inc. (File Nos. 333-37177 and 811-08403), filed with the Securities and Exchange Commission on January 28, 2021.

Other Exhibits Power of Attorney for: Jorge A. Bermudez, Michael J. Downey, Onur Erzan, Nancy P. Jacklin, Jeanette W. Loeb, Carol C. McMullen, Garry L. Moody, Marshall C. Turner, Jr. – Incorporated by reference to Other Exhibits to Registrant’s Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on May 10, 2022.

Item 29.	Persons Controlled by or Under Common Control with Registrant.

	No such persons.

Item 30.	Indemnification.

	It is the Registrant’s policy to indemnify its directors and officers, employees and other agents to the maximum extent permitted by Section 2-418 of the General Corporation Law of the State of Maryland, which is incorporated by reference herein, and as set forth in Article EIGHTH of Registrant’s Articles of Amendment and Restatement of Articles of Incorporation filed as Exhibit (a), Article IX of the Registrant’s Amended and Restated By-laws filed as Exhibit (b) and Section 6 of the Distribution Services Agreement filed as Exhibit (e), as set forth below. The Adviser’s liability for any loss suffered by the Registrant or its shareholders is set forth in Section 4 of the Investment Advisory Contract filed as Exhibit (d), as set forth below. The liability of the Registrant’s directors and officers is dealt with in Article EIGHTH of Registrant’s Articles of Amendment and Restatement of Articles of Incorporation, as set forth below. ARTICLE EIGHTH OF THE REGISTRANT’S ARTICLES OF AMENDMENT AND RESTATEMENT OF ARTICLES OF INCORPORATION READS AS FOLLOWS: (1) To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages.

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(2) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of the Corporation or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan, limited liability company or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

(3) The provisions of this Article EIGHTH shall be subject to the limitations of the Investment Company Act.

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

C-4

ARTICLE IX OF THE REGISTRANT'S AMENDED AND RESTATED BYLAWS READS AS FOLLOWS:

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

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

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

C-5

The Distribution Services Agreement between the Registrant and Foreside Fund Services, LLC (the "Distributor") provides that the Registrant agrees to indemnify and hold harmless the Distributor, its affiliates and each of their respective directors, officers and employees and agents and any person who controls the Distributor within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act") (any of the Distributor, its officers, employees, agents and directors or such control persons, for purposes of this paragraph, a "Distributor Indemnitee") against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable counsel fees incurred in connection therewith) ("Losses") that a Distributor Indemnitee may incur arising out of or based upon: (i) Distributor serving as distributor for the Registrant pursuant to the Distribution Services Agreement; (ii) the allegation of any wrongful act of the Registrant or any of its directors, officers, employees or affiliates in connection with its duties and responsibilities in the Distribution Services Agreement; (iii) any claim that the Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder reports, Marketing Materials and advertisements specifically approved by the Registrant and Investment Adviser or other information filed or made public by the Registrant (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein (and in the case of the Prospectus, Statement of Additional Information and product description, in light of the circumstances under which they were made) not misleading under the 1933 Act, or any other statute or the common law, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Registrant, in writing, by the Distributor for use in such Registration Statement, Prospectus, Statement of Additional Information, product description, shareholder report, Marketing Materials or advertisement; (iv) the breach by the Registrant of any obligation, representation or warranty contained in the Distribution Services Agreement; or (v) the Registrant's failure to comply in any material respect with applicable securities laws. The Distributor shall act in good faith and in a commercially reasonable manner to mitigate any Losses it may suffer.

In no case (i) is the indemnification provided by an indemnifying party to be deemed to protect against any liability the indemnified party would otherwise be subject to by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Distribution Services Agreement, or (ii) is the indemnifying party to be liable under Section 6 of the Distribution Services Agreement with respect to any claim made against any indemnified party unless the indemnified party notifies the indemnifying party in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of service on any designated agent).

The foregoing summaries are qualified by the entire text of Registrant's articles of Restatement of Articles of Incorporation, Amended and Restated By-Laws, the Investment Advisory Contract between the Registrant and AllianceBernstein L.P. and the Distribution Services Agreement between the Registrant and Foreside Fund Services, LLC.

C-6

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant's organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission ("SEC"), such indemnification is against public policy as expressed in the 1933 Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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

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

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Item 31.	Business and Other Connections of Investment Adviser.

	The descriptions of AllianceBernstein L.P. under the captions "Management of the Fund" in the Prospectuses and in the Statements of Additional Information constituting Parts A and B, respectively, of Pre-Effective Amendment No. 2. to the Registration Statement as filed with the Securities and Exchange Commission on August 25, 2022 are incorporated by reference herein. The information as to the directors and executive officers of AllianceBernstein L.P., set forth in its Form ADV filed with the Securities and Exchange Commission on March 31, 2014 (File No. 801-56720) and amended through the date hereof, is incorporated by reference.

Item 32.	Principal Underwriters.

(a)

Foreside Fund Services, LLC (the "Distributor") serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

ABS Long/Short Strategies Fund

Absolute Shares Trust

Adaptive Core ETF, Series of Collaborative Investment Series Trust

AdvisorShares Trust

AFA Multi-Manager Credit Fund

AGF Investments Trust

AIM ETF Products Trust

Alexis Practical Tactical ETF, Series of Listed Funds Trust

Alpha Intelligent – Large Cap Growth ETF, Series of Listed Funds Trust

10.

Alpha Intelligent – Large Cap Value ETF, Series of Listed Funds Trust

11.

AlphaCentric Prime Meridian Income Fund

12.

American Century ETF Trust

13.

Amplify ETF Trust

14.

Applied Finance Core Fund, Series of World Funds Trust

15.

Applied Finance Explorer Fund, Series of World Funds Trust

16.

Applied Finance Select Fund, Series of World Funds Trust

17.

ARK ETF Trust

18.

ASYMmetric ETFs Trust

19.

Bluestone Community Development Fund

20.

BondBloxx ETF Trust

21.

Braddock Multi-Strategy Income Fund, Series of Investment Managers Series Trust

22.

Bridgeway Funds, Inc.

23.

Brinker Capital Destinations Trust

24.

Brookfield Real Assets Income Fund Inc.

25.

Build Funds Trust

26.

Calamos Convertible and High Income Fund

27.

Calamos Convertible Opportunities and Income Fund

28.

Calamos Dynamic Convertible and Income Fund

29.

Calamos Global Dynamic Income Fund

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30.

Calamos Global Total Return Fund

31.

Calamos Strategic Total Return Fund

32.

Carlyle Tactical Private Credit Fund

33.

Cboe Vest Bitcoin Strategy Managed Volatility Fund, Series of World Funds Trust

34.

Cboe Vest S&P 500® Dividend Aristocrats Target Income Fund, Series of World Funds Trust

35.

Cboe Vest US Large Cap 10% Buffer Strategies Fund, Series of World Funds Trust

36.

Cboe Vest US Large Cap 10% Buffer VI Fund, Series of World Funds Trust

37.

Cboe Vest US Large Cap 20% Buffer Strategies Fund, Series of World Funds Trust

38.

Cboe Vest US Large Cap 20% Buffer VI Fund, Series of World Funds Trust

39.

Center Coast Brookfield MLP & Energy Infrastructure Fund

40.

Changebridge Capital Long/Short ETF, Series of Listed Funds Trust

41.

Changebridge Capital Sustainable Equity ETF, Series of Listed Funds Trust

42.

Clifford Capital Focused Small Cap Value Fund, Series of World Funds Trust

43.

Clifford Capital International Value Fund, Series of World Funds Trust

44.

Clifford Capital Partners Fund, Series of World Funds Trust

45.

Cliffwater Corporate Lending Fund

46.

Cliffwater Enhanced Lending Fund

47.

Cohen & Steers Infrastructure Fund, Inc.

48.

Convergence Long/Short Equity ETF, Series of Trust for Professional Managers

49.

CornerCap Group of Funds

50.

CrossingBridge Pre-Merger SPAC ETF, Series of Trust for Professional Managers

51.

Curasset Capital Management Core Bond Fund, Series of World Funds Trust

52.

Curasset Capital Management Limited Term Income Fund, Series of World Funds Trust

53.

Davis Fundamental ETF Trust

54.

Defiance Digital Revolution ETF, Series of ETF Series Solutions

55.

Defiance Hotel, Airline, and Cruise ETF, Series of ETF Series Solutions

56.

Defiance Next Gen Altered Experience ETF, Series of ETF Series Solutions

57.

Defiance Next Gen Connectivity ETF, Series of ETF Series Solutions

58.

Defiance Next Gen H2 ETF, Series of ETF Series Solutions

59.

Defiance Next Gen SPAC Derived ETF, Series of ETF Series Solutions

60.

Defiance Quantum ETF, Series of ETF Series Solutions

61.

Direxion Shares ETF Trust

62.

Dividend Performers ETF, Series of Listed Funds Trust

63.

Dodge & Cox Funds

64.

DoubleLine ETF Trust

65.

DoubleLine Opportunistic Credit Fund

66.

DoubleLine Yield Opportunities Fund

67.

Eaton Vance NextShares Trust

68.

Eaton Vance NextShares Trust II

69.

EIP Investment Trust

70.

Ellington Income Opportunities Fund

71.

Esoterica Thematic ETF Trust

72.

ETF Opportunities Trust

73.

Evanston Alternative Opportunities Fund

74.

Exchange Listed Funds Trust

75.

Fiera Capital Series Trust

76.

FlexShares Trust

77.

FOMO ETF, Series of Collaborative Investment Series Trust

78.

Forum Funds

79.

Forum Funds II

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80.

Goose Hollow Tactical Allocation ETF, Series of Collaborative Investment Series Trust

81.

Grayscale Future of Finance ETF, Series of ETF Series Solutions

82.

Grizzle Growth ETF, Series of Listed Funds Trust

83.

Guinness Atkinson Funds

84.

Harbor ETF Trust

85.

Horizon Kinetics Blockchain Development ETF, Series of Listed Funds Trust

86.

Horizon Kinetics Inflation Beneficiaries ETF, Series of Listed Funds Trust

87.

IDX Funds

88.

Innovator ETFs Trust

89.

Ironwood Institutional Multi-Strategy Fund LLC

90.

Ironwood Multi-Strategy Fund LLC

91.

John Hancock Exchange-Traded Fund Trust

92.

Kelly Strategic ETF Trust

93.

LDR Real Estate Value-Opportunity Fund, Series of World Funds Trust

94.

LifeGoal Conservative Wealth Builder ETF, Series of Northern Lights Fund Trust II

95.

LifeGoal Home Down Payment ETF, Series of Northern Lights Fund Trust II

96.

LifeGoal Wealth Builder ETF, Series of Northern Lights Fund Trust II

97.

Mairs & Power Balanced Fund, Series of Trust for Professional Managers

98.

Mairs & Power Growth Fund, Series of Trust for Professional Managers

99.

Mairs & Power Minnesota Municipal Bond ETF, Series of Trust for Professional Managers

100.

Mairs & Power Small Cap Fund, Series of Trust for Professional Managers

101.

Manor Investment Funds

102.

Merk Stagflation ETF, Series of Listed Funds Trust

103.

Milliman Variable Insurance Trust

104.

Mindful Conservative ETF, Series of Collaborative Investment Series Trust

105.

Moerus Worldwide Value Fund, Series of Northern Lights Fund Trust IV

106.

Mohr Growth ETF, Series of Collaborative Investment Series Trust

107.

Morgan Creek - Exos Active SPAC Arbitrage ETF, Series of Listed Funds Trust

108.

Morningstar Funds Trust

109.

OTG Latin American Fund, Series of World Funds Trust

110.

Overlay Shares Core Bond ETF, Series of Listed Funds Trust

111.

Overlay Shares Foreign Equity ETF, Series of Listed Funds Trust

112.

Overlay Shares Hedged Large Cap Equity ETF, Series of Listed Funds Trust

113.

Overlay Shares Large Cap Equity ETF, Series of Listed Funds Trust

114.

Overlay Shares Municipal Bond ETF, Series of Listed Funds Trust

115.

Overlay Shares Short Term Bond ETF, Series of Listed Funds Trust

116.

Overlay Shares Small Cap Equity ETF, Series of Listed Funds Trust

117.

Palmer Square Opportunistic Income Fund

118.

Partners Group Private Income Opportunities, LLC

119.

PENN Capital Funds Trust

120.

Performance Trust Mutual Funds, Series of Trust for Professional Managers

121.

Perkins Discovery Fund, Series of World Funds Trust

122.

Philotimo Focused Growth and Income Fund, Series of World Funds Trust

123.

Plan Investment Fund, Inc.

124.

PMC Funds, Series of Trust for Professional Managers

125.

Point Bridge America First ETF, Series of ETF Series Solutions

126.

Preferred-Plus ETF, Series of Listed Funds Trust

127.

Putnam ETF Trust

128.

Quaker Investment Trust

129.

Rareview Dynamic Fixed Income ETF, Series of Collaborative Investment Series Trust

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130.

Rareview Inflation/Deflation ETF, Series of Collaborative Investment Series Trust

131.

Rareview Systematic Equity ETF, Series of Collaborative Investment Series Trust

132.

Rareview Tax Advantaged Income ETF, Series of Collaborative Investment Series Trust

133.

Renaissance Capital Greenwich Funds

134.

Revere Sector Opportunity ETF, Series of Collaborative Investment Series Trust

135.

Reynolds Funds, Inc.

136.

RiverNorth Enhanced Pre-Merger SPAC ETF, Series of Listed Funds Trust

137.

RiverNorth Patriot ETF, Series of Listed Funds Trust (f/k/a RiverNorth Volition America Patriot ETF)

138.

RMB Investors Trust

139.

Robinson Opportunistic Income Fund, Series of Investment Managers Series Trust

140.

Robinson Tax Advantaged Income Fund, Series of Investment Managers Series Trust

141.

Roundhill Ball Metaverse ETF, Series of Listed Funds Trust

142.

Roundhill BITKRAFT Esports & Digital Entertainment ETF, Series of Listed Funds Trust

143.

Roundhill Cannabis ETF, Series of Listed Funds Trust

144.

Roundhill IO Digital Infrastructure ETF, Series of Listed Funds Trust

145.

Roundhill MEME ETF, Series of Listed Funds Trust

146.

Roundhill Sports Betting & iGaming ETF, Series of Listed Funds Trust

147.

Rule One Fund, Series of World Funds Trust

148.

Salient MF Trust

149.

Securian AM Balanced Stabilization Fund, Series of Investment Managers Series Trust

150.

Securian AM Equity Stabilization Fund, Series of Investment Managers Series Trust

151.

Securian AM Real Asset Income Fund, Series of Investment Managers Series Trust

152.

SHP ETF Trust

153.

Six Circles Trust

154.

Sound Shore Fund, Inc.

155.

Sparrow Funds

156.

Spear Alpha ETF, Series of Listed Funds Trust

157.

STF Tactical Growth & Income ETF, Series of Listed Funds Trust

158.

STF Tactical Growth ETF, Series of Listed Funds Trust

159.

Strategy Shares

160.

Swan Hedged Equity US Large Cap ETF, Series of Listed Funds Trust

161.

Syntax ETF Trust

162.

Teucrium Agricultural Strategy No K-1 ETF, Series of Listed Funds Trust

163.

The B.A.D. ETF, Series of Listed Funds Trust

164.

The Community Development Fund

165.

The De-SPAC ETF, Series of Collaborative Investment Series Trust

166.

The Finite Solar Finance Fund

167.

The Private Shares Fund (f/k/a SharesPost 100 Fund)

168.

The Short De-SPAC ETF, Series of Collaborative Investment Series Trust

169.

The SPAC and New Issue ETF, Series of Collaborative Investment Series Trust

170.

Third Avenue Trust

171.

Third Avenue Variable Series Trust

172.

Tidal ETF Trust

173.

TIFF Investment Program

174.

Timothy Plan High Dividend Stock Enhanced ETF, Series of The Timothy Plan

175.

Timothy Plan High Dividend Stock ETF, Series of The Timothy Plan

176.

Timothy Plan International ETF, Series of The Timothy Plan

177.

Timothy Plan US Large/Mid Cap Core ETF, Series of The Timothy Plan

178.

Timothy Plan US Large/Mid Core Enhanced ETF, Series of The Timothy Plan

179.

Timothy Plan US Small Cap Core ETF, Series of The Timothy Plan

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180.

Total Fund Solution

181.

Touchstone ETF Trust

182.

TrueShares ESG Active Opportunities ETF, Series of Listed Funds Trust

183.

TrueShares Low Volatility Equity Income ETF, Series of Listed Funds Trust

184.

TrueShares Structured Outcome (April) ETF, Series of Listed Funds Trust

185.

TrueShares Structured Outcome (August) ETF, Series of Listed Funds Trust

186.

TrueShares Structured Outcome (December) ETF, Series of Listed Funds Trust

187.

TrueShares Structured Outcome (February) ETF, Series of Listed Funds Trust

188.

TrueShares Structured Outcome (January) ETF, Series of Listed Funds Trust

189.

TrueShares Structured Outcome (July) ETF, Series of Listed Funds Trust

190.

TrueShares Structured Outcome (June) ETF, Series of Listed Funds Trust

191.

TrueShares Structured Outcome (March) ETF, Series of Listed Funds Trust

192.

TrueShares Structured Outcome (May) ETF, Listed Funds Trust

193.

TrueShares Structured Outcome (November) ETF, Series of Listed Funds Trust

194.

TrueShares Structured Outcome (October) ETF, Series of Listed Funds Trust

195.

TrueShares Structured Outcome (September) ETF, Series of Listed Funds Trust

196.

TrueShares Technology, AI & Deep Learning ETF, Series of Listed Funds Trust

197.

Tuttle Capital Short Innovation ETF, Series of Collaborative Investment Series Trust

198.

U.S. Global Investors Funds

199.

Union Street Partners Value Fund, Series of World Funds Trust

200.

Variant Alternative Income Fund

201.

Variant Impact Fund

202.

VictoryShares Developed Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

203.

VictoryShares Dividend Accelerator ETF, Series of Victory Portfolios II

204.

VictoryShares Emerging Market High Div Volatility Wtd ETF, Series of Victory Portfolios II

205.

VictoryShares International High Div Volatility Wtd ETF, Series of Victory Portfolios II

206.

VictoryShares International Volatility Wtd ETF, Series of Victory Portfolios II

207.

VictoryShares NASDAQ Next 50 ETF, Series of Victory Portfolios II

208.

VictoryShares Protect America ETF, Series of Victory Portfolios II

209.

VictoryShares Top Veteran Employers ETF, Series of Victory Portfolios II

210.

VictoryShares US 500 Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

211.

VictoryShares US 500 Volatility Wtd ETF, Series of Victory Portfolios II

212.

VictoryShares US Discovery Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

213.

VictoryShares US EQ Income Enhanced Volatility Wtd ETF, Series of Victory Portfolios II

214.

VictoryShares US Large Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

215.

VictoryShares US Multi-Factor Minimum Volatility ETF, Series of Victory Portfolios II

216.

VictoryShares US Small Cap High Div Volatility Wtd ETF, Series of Victory Portfolios II

217.

VictoryShares US Small Cap Volatility Wtd ETF, Series of Victory Portfolios II

218.

VictoryShares USAA Core Intermediate-Term Bond ETF, Series of Victory Portfolios II

219.

VictoryShares USAA Core Short-Term Bond ETF, Series of Victory Portfolios II

220.

VictoryShares USAA MSCI Emerging Markets Value Momentum ETF, Series of Victory Portfolios II

221.

VictoryShares USAA MSCI International Value Momentum ETF, Series of Victory Portfolios II

222.

VictoryShares USAA MSCI USA Small Cap Value Momentum ETF, Series of Victory Portfolios II

223.

VictoryShares USAA MSCI USA Value Momentum ETF, Series of Victory Portfolios II

224.

Walthausen Funds

225.

West Loop Realty Fund, Series of Investment Managers Series Trust

226.

WisdomTree Trust

227.

WST Investment Trust

228.

XAI Octagon Floating Rate & Alternative Income Term Trust

C-12

(b)

The following are the Officers and Manager of the Distributor, the Registrant's underwriter. The Distributor's main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

Name	Address	Position with Underwriter	Position with Registrant
Teresa Cowan	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	President/Manager	None
Chris Lanza	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Kate Macchia	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President	None
Nanette K. Chern	Three Canal Plaza, Suite 100, Portland, ME 04101	Vice President and Chief Compliance Officer	None
Kelly B. Whetstone	Three Canal Plaza, Suite 100, Portland, ME 04101	Secretary	None
Susan L. LaFond	111 E. Kilbourn Ave, Suite 2200, Milwaukee, WI 53202	Treasurer	None

(c)

Not applicable

Item 33.	Location of Accounts and Records.

	All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained at the following offices: Registrant: AB Active ETFs, Inc. 1345 Avenue of the Americas, New York, New York 10105 Adviser: AllianceBernstein L.P. 501 Commerce Street, Nashville, TN 37203 Principal Underwriter: Foreside Fund Services, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101 Custodian, Transfer Agent and Administrator: State Street Bank and Trust Company One Lincoln Street, Boston, Massachusetts 02111

C-13

Item 34.	Management Services.

	No such management-related service contracts.

Item 35.	Undertakings.

	Not applicable.

C-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York and the State of New York, on the 7th day of September, 2022.

	AB ACTIVE ETFs, INC.

	By:	/s/ Onur Erzan
		Onur Erzan President

Pursuant to the requirements of the Securities Act of 1933, as amended this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

	Signature	Title	Date

1)	Principal Executive Officer:

	/s/ Onur Erzan	President and	September 7, 2022
	Onur Erzan	Chief Executive Officer

2)	Principal Financial And Accounting Officer:

	/s/ Joseph J. Mantineo	Treasurer and	September 7, 2022
	Joseph J. Mantineo	Chief Financial Officer

3)	All of the Directors:

	Jorge A. Bermudez* Michael J. Downey* Onur Erzan* Nancy P. Jacklin* Jeanette W. Loeb* Carol C. McMullen* Garry L. Moody* Marshall C. Turner, Jr.*

*By:	/s/ Eric C. Freed		September 7, 2022
	Eric C. Freed (Attorney-in-fact)

C-15

	(2)	Code of Ethics for AllianceBernstein L.P. and AllianceBernstein Investments, Inc. - Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 41 of the Registration Statement on Form N-1A of AB Institutional Funds, Inc. (File Nos. 333-37177 and 811-08403), filed with the Securities and Exchange Commission on January 28, 2021.

Other Exhibits		Power of Attorney for: Jorge A. Bermudez, Michael J. Downey, Onur Erzan, Nancy P. Jacklin, Jeanette W. Loeb, Carol C. McMullen, Garry L. Moody, Marshall C. Turner, Jr. – Incorporated by reference to Other Exhibits to Registrant’s Registration Statement on Form N-1A (File Nos. 811-23799 and 333-264818), filed with the Securities and Exchange Commission on May 10, 2022.