SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

PEACHTREE ALTERNATIVE STRATEGIES FUND

(Name of Subject Company (Issuer))

PEACHTREE ALTERNATIVE STRATEGIES FUND

(Name of Filing Person(s) (Issuer))

Institutional Shares

(Title of Class of Securities)

70469B 102

(CUSIP Number of Class of Securities)

Jesse D. Hallee

Secretary

Peachtree Alternative Strategies Fund

225 Pictoria Drive, Suite 450, Cincinnati, OH 45246

(513) 869-4335

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of the Filing Person(s))

Copy to:

Thomas G. Sheehan, Esq.

Practus, LLP

11300 Tomahawk Creek Pkwy, Suite 310

Leawood, KS 66211

(207) 553-3834

October 13, 2023

(Date Tender Offer First Published,

Sent or Given to Security Holders)

 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	third-party tender offer subject to Rule 14d-1.
X	issuer tender offer subject to Rule 13e-4.
	going-private transaction subject to Rule 13e-3.
	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: X

Item 1 through Item 9 and Item 11.

This final amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the U.S. Securities and Exchange Commission on October 13, 2023 by Peachtree Alternative Strategies Fund (the “Fund”) in connection with an offer by the Fund to purchase Institutional Shares of the Fund (“Shares”) from shareholders of that class (“Shareholders”) in an aggregate amount of up to ten percent (10%) of the Fund’s net asset value as of December 29, 2023 subject to the terms and conditions set out in the related Offer to Purchase and Letter of Transmittal. Copies of the Offer to Purchase and Letter of Transmittal were previously filed with the Statement on October 13, 2023.

This is the final amendment to the Statement and it is being filed to report the results of the Offer. The following information is furnished pursuant to Rule 13e-4(c)(4):

(1) Shareholders who desired to tender their Shares, or a portion thereof, for purchase were required to submit their tenders prior to 11:59 P.M., Eastern Time, on November 13, 2023.

(2) 143,550.836 Shares were validly tendered and not withdrawn prior to the expiration of the Offer and all of those Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.

(3) The Valuation Date of the Shares tendered pursuant to the Offer was December 29, 2023.

(4) 24 Shareholders tendered all of their Shares and received partial payment of the repurchase price in accordance with the Statement¹. 48 Shareholders tendered a portion of their Shares and received full payment of the repurchase price. On February 2, 2024, the Fund paid the 72 Shareholders a total of $14,596,248.42, representing the amount currently payable in connection with the Offer.

Item 12(b). Filing Fee

Calculation of Filing Fee Tables

¹ In accordance with the Statement, the Fund paid 95% of the value of the Shares as of the Valuation Date. A second and final payment of the remaining 5% of the value of the Shares as of the Valuation Date will be made within sixty (60) days of the completion of the next annual audit of the Fund by the Fund’s independent registered public accountant, which is expected to be approximately June 2024.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete and correct.

PEACHTREE ALTERNATIVE STRATEGIES FUND
By:		/s/ Ford Donohue_________________________
	Name:		Ford Donohue
	Title:		President, Principal Executive Officer

March 8, 2024

EXHIBIT INDEX

EXHIBIT

Calculation of the Filing Fee Table

EX-FILING FEES

EX-FILING FEES

Calculation of Filing Fee Tables

FORM SC TO-I/A
(Form Type)

Peachtree Alternative Strategies Fund

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Transaction Valuation

	Transaction Valuation	Fee rate	Amount of Filing Fee
Fees to Be Paid	-	$147.60	-
Fees Previously Paid	$23,986,882.074(1)		$3,540.46
Total Transaction Valuation	$23,986,882.074
Total Fees Due for Filing			$3,540.46
Total Fees Previously Paid			$3,540.46
Total Fee Offsets			-
Net Fee Due			$0.00

(1) Calculated as the aggregate maximum value of Shares being purchased. The fee of $3,540.46 was paid in connection with the filing of the Schedule TO-I by Peachtree Alternative Strategies Fund (File No. 005-89754) on October 13, 2023 (the “Schedule TO”). This is the final amendment to the Schedule TO and is being filed to report the results of the offer

Table 2 – Fee Offset Claims and Sources⁽²⁾

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Fee Paid with Fee Offset Source
Fee Offset Claims
Fee Offset Sources

(2) Not applicable.