Infinity Core Alternative Fund (ZVAMIX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22923

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Infinity Core Alternative Fund

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(Exact name of registrant as specified in charter)

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

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(Address of principal executive offices) (Zip code)

Victor Fontana

c/o Registered Fund Solutions, LLC

14 Wall Street, Suite 3A

New York, NY 10005

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(Name and address of agent for service)

registrant's telephone number, including area code: (646) 532-4649

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Date of fiscal year end: March 31

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Date of reporting period: March 31, 2015

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Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Annual Report

For the Year Ended March 31, 2015

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

For the Year Ended March 31, 2015

Table of Contents

Report of Independent Registered Public Accounting Firm	1
Schedule of Investments	2
Statement of Assets, Liabilities and Shareholders' Equity	3
Statement of Operations	4
Statements of Changes in Shareholders' Equity	5
Statement of Cash Flows	6
Financial Highlights	7
Notes to Financial Statements	8-14
Fund Management (unaudited)	15-16
Other Information (unaudited)	17-19

KPMG LLP

4 Becker Farm Road

Roseland, NJ 07068

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of

Infinity Core Alternative Fund:

We have audited the accompanying statement of assets, liabilities, and shareholders’ equity, including the schedule of investments, of Infinity Core Alternative Fund (the “Fund”) as of March 31, 2015, and the related statements of operations, changes in shareholders’ equity, cash flows, and financial highlights for the year then ended. The financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the financial statements based on our audit. The accompanying statement of changes in shareholders’ equity and financial highlights for the period from October 1, 2013 (Commencement of Operations) to March 31, 2014 were audited by other auditors whose report thereon dated May 29, 2014, expressed an unqualified opinion on those financial statements and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of March 31, 2015, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Infinity Core Alternative Fund, as of March 31, 2015, the results of its operations, changes in shareholders’ equity, cash flows, and financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Roseland, New Jersey

June 1, 2015

KPMG LLP is a Delaware limited liability partnership,
the U.S. member firm of KPMG International Cooperative
(“KPMG International”), a Swiss entity.

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Schedule of Investments

March 31, 2015

	Redemptions	Redemption	Investment
Investment Funds (99.94%)	Permitted	Notice Period	Strategy	Cost		Fair Value
Partnership Interests
Anchorage Capital Partners, L.P., Class C a,b	Annually d	90 Days	Multi-strategy	$	1,500,000	$	1,514,850
Atlas Enhanced Fund, L.P. a,b	Monthly	45 Days	Multi-strategy		5,600,000		5,890,699
Caxton Global Investments (USA) LLC, Class T  a,b	Quarterly	45 Days	Multi-strategy		5,100,000		5,309,445
Citadel Wellington LLC a,b	Quarterly	45 Days	Multi-strategy		5,500,000		6,874,025
D.E. Shaw Composite International Fund,
Collective Liquidity Class a,b	Quarterly	75 Days	Multi-strategy		2,152,221		2,544,315
Elliott Associates, L.P., Class B a,b	Semi-annually c,d	60 Days	Multi-strategy		2,300,000		2,539,372
Eton Park Fund, L.P., Class E a,b	Quarterly c	65 Days	Multi-strategy		5,100,000		5,952,159
King Street Capital, L.P. a,b	Quarterly c	65 Days	Global long/short credit and event-driven		3,000,000		3,240,667
Millennium USA LP, Class EE a,b	Quarterly c	90 Days	Multi-strategy		5,000,000		5,915,364
Perry Partners, L.P., Class C a,b	Quarterly d	90 Days	Opportunistic and event-driven		5,300,000		5,058,288
Total Partnership Interests (cost $40,552,221) (99.94%)							44,839,184
Total Investments (cost $40,552,221) (99.94%)						$	44,839,184
Other assets less liabilities (0.06%)							25,087
Shareholders' Equity - 100.00%						$	44,864,271

^a Non-income producing.

^b Investment Funds are issued in private placement transactions and as such are restricted as to resale.

^c The Investment Fund can institute a gate provision on redemptions at the investor level of 25% of the fair value of the investment in the Investment Fund.

^d The Investment Fund can institute a gate provision on redemptions at the fund level of 10 - 20% of the fair value of the investment in the Investment Fund.

INVESTMENT ALLOCATION BY STRATEGY AS A PERCENTAGE OF TOTAL INVESTMENTS:

The accompanying notes are an integral part of these Financial Statements.

2

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Statement of Assets, Liabilities and Shareholders' Equity

March 31, 2015

Assets
Investments, at fair value (cost $40,552,221)	$	44,839,184
Cash		1,343,714
Investments in Investment Funds paid in advance		3,500,000
Due from Advisers		17,626
Interest receivable		5
Total Assets		49,700,529
Liabilities
Payable for shares repurchased		687,727
Sale of shares received in advance		2,558,000
Line of credit payable		1,500,000
Professional fees payable		37,460
Accounting and administration fees payable		10,872
Custody fees payable		3,758
Platform Manager fee payable		7,209
Chief Compliance Officer fees payable		12,083
Insurance fees payable		7,753
Line of credit fees payable		9,597
Blue sky fees payable		1,327
Interest expense payable		202
Other fees payable		270
Total Liabilities		4,836,258
Shareholders' Equity	$	44,864,271
Shareholders' Equity consists of:
Shareholders' Equity paid-in	$	42,224,479
Distributions in excess of net investment income		(1,660,158	)
Accumulated net realized loss on investments		12,987
Accumulated net unrealized appreciation on investments		4,286,963
Total Shareholders' Equity	$	44,864,271
Number of Shares Outstanding		424,293.218
Shareholders' Equity per Share	$	105.74

The accompanying notes are an integral part of these Financial Statements.

3

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Statement of Operations

For the Year Ended March 31, 2015

Income
Interest	$	28
Expenses
Investment management fee		405,115
Professional fees		222,807
Accounting and administration fees		98,841
Offering fees		94,244
Blue sky fees		44,973
Platform Manager fee		27,157
Trustees' fees		27,000
Insurance fees		24,221
Line of credit fees		22,708
Chief Compliance Officer fees		19,427
Custody fees		15,981
Interest expense		981
Other expenses		23,297
Total Operating Expenses		1,026,752
Expense Waivers		(527,326	)
Net Expenses		499,426
Net Investment Loss		(499,398	)
Net Realized Gain and Change in Unrealized Appreciation on Investments
Net realized gain from investments		152,221
Net change in unrealized appreciation on investments		3,048,676
Net Realized Gain and Change in Unrealized Appreciation on Investments		3,200,897
Net Increase in Shareholders' Equity from Operations	$	2,701,499

The accompanying notes are an integral part of these Financial Statements.

4

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Statements of Changes in Shareholders' Equity

				Period from
				October 1, 2013
				(Commencement
	Year Ended			of Operations)
	March 31, 2015			to March 31, 2014
Operations
Net investment loss	$	(499,398	)	$	(162,544	)
Net realized gain on investments		152,221			-
Net change in unrealized appreciation on investments		3,048,676			1,238,287
Net change in shareholders' equity from operations		2,701,499			1,075,743
Distributions to Shareholders
From net investment income		(1,299,994	)		-
Net change in shareholders' equity from distributions to shareholders		(1,299,994	)		-
Capital Share Transactions
Proceeds from sale of shares		19,075,273			22,752,950	*
Reinvested distributions		1,246,527			-
Payments for shares repurchased		(687,727	)		-
Net change in shareholders' equity from capital transactions		19,634,073			22,752,950
Total Increase		21,035,578			23,828,693
Shareholders' Equity
Beginning of period		23,828,693			-
End of period (including distributions in excess of net investment income of ($1,660,158) and ($0), respectively)	$	44,864,271		$	23,828,693

* Includes $6,500,000 from an in-kind transfer of securities on October 1, 2013.

The accompanying notes are an integral part of these Financial Statements.

5

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Statement of Cash Flows

For the Year Ended March 31, 2015

CASH FLOWS FROM OPERATING ACTIVITIES
Net Increase in Shareholders' Equity from Operations	$	2,701,499
Adjustments to reconcile Net Increase in Shareholders' Equity from
Operations to net cash used in operating activities:
Net realized gain from investments		(152,221	)
Net change in unrealized appreciation on investments		(3,048,676	)
Purchases of Investment Funds		(21,052,221	)
Proceeds from Investment Funds sold		2,152,221
Changes in operating assets and liabilities:
Increase in investments in Investment Funds paid in advance		(3,500,000	)
Increase in due from Advisers		(17,626	)
Increase in interest receivable		(5	)
Decrease in other assets		154,638
Decrease in due to Advisers		(126,146	)
Decrease in professional fees payable		(23,504	)
Increase in accounting and administration fees payable		2,629
Decrease in custody fees payable		(826	)
Increase in Platform Manager fee payable		4,292
Increase in Chief Compliance Officer fees payable		9,583
Increase in insurance fees payable		6,105
Increase in line of credit fees payable		9,597
Increase in blue sky fees payable		1,327
Increase in interest expense payable		202
Increase in other fees payable		270
Net Cash Used in Operating Activities		(22,878,862	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of shares, including sale of shares received in advance		21,633,273
Distributions to shareholders, net of reinvestments		(53,467	)
Drawdown on line of credit		1,500,000
Net Cash Provided by Financing Activities		23,079,806
Net change in cash		200,944
Cash at beginning of year		1,142,770
Cash at End of Year	$	1,343,714
Supplemental disclosure of interest expense paid	$	779
Supplemental disclosure of reinvested distributions	$	1,246,527
Supplemental disclosure of transfer between Investment Funds	$	2,152,221

The accompanying notes are an integral part of these Financial Statements.

6

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Financial Highlights

				Period from
				October 1, 2013
				(Commencement
	Year Ended			of Operations)
	March 31, 2015			to March 31, 2014
Shareholders' Equity, Beginning of Period	$	101.54			$               96.55	(1) (2)
Income from investment operations:
Net investment loss		(0.38	)		(0.69	)(2)
Net realized and unrealized gain on investments		8.44			5.68	(2)
Total from investment operations:		8.06			4.99	(2)
Distributions to shareholders
Net change in shareholders' equity due to distributions to shareholders		(3.86	)		-
Shareholders' Equity, End of Period	$	105.74		$	101.54
Total Return (3)		8.06	%		5.17	%(4)
Shareholders' Equity, end of period (in thousands)	$	44,864		$	23,829
Net investment loss to average shareholders' equity		(1.58	)%		(1.50	)%(5)
Ratio of gross expenses to average shareholders' equity (6)		3.25	%		2.43	%(5) (7)
Ratio of expense waiver to average shareholders' equity		(1.67	)%		(0.93	)%(5) (7)
Ratio of net expenses to average shareholders' equity		1.58	%(8)		1.50	%(5)
Portfolio Turnover		6.96	%		0.00	%(4)

⁽¹⁾ The shareholders' equity as of the beginning of the period, October 1, 2013 (Commencement of Operations) represents the initial restated shareholders' equity per share of $96.55.

⁽²⁾ Converted shares using a 1 for 96.55, approximately, ratio effective January 1, 2014.

⁽³⁾ Total Return based on shareholders' equity is the combination of changes in shareholders' equity and reinvested dividend income at shareholders' equity, if any.

⁽⁴⁾ Not annualized.

⁽⁵⁾ Annualized.

⁽⁶⁾ Represents the ratio of expenses to average shareholders' equity absent fee waivers and/or expense reimbursement by the Advisers.

⁽⁷⁾ The Organizational Expenses are not annualized for the ratio calculation.

⁽⁸⁾ The Fund's operating expenses include fees and interest expense associated with the Line of Credit, which are excluded from the Expense Limitation calculation. If the fees and interest expense associated with the Line of Credit were excluded from operating expenses, the net expense ratio would be 1.50%.

The accompanying notes are an integral part of these Financial Statements.

7

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015

1. ORGANIZATION

Infinity Core Alternative Fund (the “Fund”) is a Maryland statutory trust that operates under an Agreement and Declaration of Trust dated August 15, 2013 and commenced operations on October 1, 2013. Effective December 20, 2013, the Fund registered with Securities and Exchange Commission (the “SEC”) under the Investment Company Act of 1940, as amended, as a non-diversified, closed-end management investment company. Effective April 18, 2014, the Fund also registered under the Securities and Exchange Act of 1933, as amended. Vivaldi Asset Management, LLC serves as the investment adviser (the “Investment Manager”) of the Fund. Infinity Capital Advisors, LLC serves as sub-adviser to the Fund (the “Sub-Adviser” and, together with the Investment Manager, the “Advisers”). Each of the Advisers is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended.

The investment objective of the Fund is to seek long-term capital growth. The Fund invests primarily in general or limited partnerships, funds, corporations, trusts or other investment vehicles (collectively, “Investment Funds”) based primarily in the United States that invest or trade in a wide range of securities, and, to a lesser extent, other property and currency interests. The Fund may also make investments outside of Investment Funds to hedge exposures deemed too risky or outside the strategies employed by the Fund’s Investment Funds. Such investments could also be used to hedge a position in an Investment Fund that is locked up or difficult to sell. Direct investments could include U.S. and foreign equity securities, debt securities, exchange-traded funds and derivatives related to such instruments, including futures and options thereon.

The Board of Trustees of the Fund (the “Board”) has overall responsibility for the management and supervision of the business operations of the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates. The Fund is an investment company and follows the accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.

a. Valuation of Investments

The Board has established a Valuation Committee to oversee the valuation of the Fund’s investments on behalf of the Fund. The Board has approved valuation procedures for the Fund (the “Valuation Procedures”). The Valuation Procedures provide that the Fund will value its investments in direct investments and Investment Funds at fair value.

The valuations of investments in Investment Funds are supported by information received from the Investment Funds such as monthly net asset values, investor reports, and audited financial statements, when available.

In accordance with the Valuation Procedures, fair value as of each month-end or other applicable accounting periods, as applicable, ordinarily will be the value determined as of such date by each Investment Fund in accordance with the Investment Fund’s valuation policies and reported at the time of the Fund’s valuation. As a general matter, the fair value of the Fund’s interest in an Investment Fund will represent the amount that the Fund could reasonably expect to receive from the Investment Fund if the Fund’s interest was redeemed at the time of valuation, based on information reasonably available at the time the valuation is made and that the Fund believes to be reliable. In the event that the Investment Fund does not report a month-end value to the Fund on a timely basis, the Fund will determine the fair value of such Investment Fund based on the most recent final or estimated value reported by the Investment Fund, as well as any other relevant information available at the time the Fund values its portfolio. Using the nomenclature of the hedge fund industry, any values reported as “estimated” or “final” are expected to reasonably reflect fair market values of securities when available or fair value as of the Fund’s valuation date. A substantial amount of time may elapse between the occurrence of an event necessitating the pricing of the Fund’s assets and the receipt of valuation information from the underlying manager of an Investment Fund.

If it is probable that the Fund will sell an investment at an amount different from the net asset valuation or in other situations where the month-end valuation of the Investment Fund is not available, or when the Fund believes alternative valuation techniques are more appropriate, the Advisers and the Valuation Committee may consider other factors, including subscription and redemption rights, expected discounted cash flows, transactions in the secondary market, bids received from potential buyers, and overall market conditions in determining fair value.

8

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

a. Valuation of Investments (continued)

The Fund classifies its assets and liabilities into three levels based on the lowest level of input that is significant to the fair value measurement. Estimated values may differ from the values that would have been used if a ready market existed or if the investments were liquidated at the valuation date.

The three-tier hierarchy distinguishes between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

· Level 1 - quoted prices (unadjusted) in active markets for identical assets and liabilities

· Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, ability to redeem in the near term, generally within the next calendar quarter for Investment Funds, etc.)

· Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) or investments that cannot be fully redeemed at the net asset value in the “near term”, these are investments that generally have one or more of the following characteristics: gated redemptions, suspended redemptions, or have lock-up periods greater than 90 days.

In April 2015, the FASB issued Accounting Standards Update  (“ASU”)  2015-7, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), modifying Accounting Standards Codification 946 Financial Services – Investment Companies. Under the modifications, investments in affiliated and private investment funds valued at the net asset value as practical expedient are no longer included in the fair value hierarchy. The Fund elected to early adopt and retroactively apply ASU 2015-7. As a result of adopting ASU 2015-7, investments in Investment Funds with a fair value of $44,839,184 are excluded from the fair value hierarchy as of March 31, 2015.

The retroactive application of ASU 2015-7 results in the Level 3 investments included in the March  31,  2014  audited  financial  statements  also  being  excluded  from  the  fair  value hierarchy.

As of March 31, 2015, the Fund does not hold any investments that have to be included in the fair value hierarchy.

The Advisers generally categorize the investment strategies of the Investment Funds into investment strategy categories.  The investment objective of multi-strategy hedge funds is to deliver consistently positive returns regardless of the directional movement in equity, interest rates or currency markets by engaging in a variety of investment strategies.  The investment objective of global long/short credit investing involves investing in instruments around the world related to any level of an issuer’s capital structure.  On the long side, this strategy focuses on companies, assets and instruments that are perceived to be trading below their inherent value.  On the short side, the strategy involves securities of companies that are believed to have their credit quality deteriorate due to operating or financial challenges, become subject to a leveraging event or have a negative event in the future. Opportunistic investing involves deploying capital where it is needed most, predominantly in complex, deep value situations that are misunderstood by the markets. Event-driven investing involves the purchase or sale of securities of companies which are undergoing substantial changes.

The Investment Funds compensate their respective Investment Fund managers through management fees currently ranging from 0.0% to 2.6% annually of average net asset value of the Fund’s investment and incentive allocations typically ranging between 20.0% and 27.5% of profits, subject to loss carryforward provisions, as defined in the respective Investment Funds’ agreements.

As of March 31, 2015 the Fund did not have any outstanding investment commitments to Investment Funds.

9

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

b. Investment Income

Interest income is recorded on an accrual basis.

c. Fund Expenses

The Fund will pay all of its expenses, or reimburse the Advisers or their affiliates to the extent they have previously paid such expenses on behalf of the Fund. The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the offering and issuance of shares of beneficial interest (“Shares”) of the Fund; all fees and expenses directly related to portfolio transactions and positions for the Fund’s account such as direct and indirect expenses associated with the Fund’s investments, and enforcing the Fund’s rights in respect of such investments; all fees and expenses reasonably incurred in connection with the operation of the Fund, such as investment management fee, platform manager fee, legal fees, auditing fees, accounting, administration, and tax preparation fees, custodial fees, fees for data and software providers, costs of insurance, registration expenses, trustees’ fees, and expenses of meetings of the Board.

d. Income Tax Information & Distributions to Shareholders

The Fund's policy is to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, that are applicable to regulated investment companies (“RICs”) and to distribute substantially all of its net investment income and any net realized gains to its shareholders (“Shareholders”). Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

The Income Tax Statement requires management of the Fund to analyze tax positions expected to be taken in the Fund’s tax returns, as defined by Internal Revenue Service (the “IRS”) statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. During the year ended March 31, 2015, the Fund did not have a liability for any unrecognized tax benefits. At March 31, 2015, the tax years ended December 31, 2013 and October 31, 2014 remain open to examination by the IRS. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

The Regulated Investment Company Modernization Act of 2010 (the "Act") was signed into law on December 22, 2010. The Act makes changes to a number of the federal income and excise tax provisions impacting RICs, including simplification provisions on asset diversification and qualifying income tests, provisions aimed at preserving the character of the distributions made by the RIC and coordination of the income and excise tax distribution requirements, and provisions for allowing unlimited years carryforward for capital losses.

The character of distributions made during the year from net investment income or net realized gain may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain/(loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

10

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

d. Income Tax Information & Distributions to Shareholders (continued)

Additionally, U.S. GAAP requires certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. Permanent differences between book and tax basis are attributable to partnerships and passive foreign investment companies adjustments. These reclassifications have no effect on Shareholders’ Equity or Shareholders’ Equity per Share. For the period ended October 31, 2014, the following amounts were reclassified:

Shareholders’ Equity paid-in	$	-
Accumulated net investment income (loss)		139,234
Accumulated net realized gains (losses) on investments		(139,234	)

At March 31, 2015, the federal tax cost of investment securities and unrealized appreciation (depreciation) as of the year-end were as follows:

Gross unrealized appreciation	$	4,393,369
Gross unrealized depreciation		(241,712	)
Net unrealized appreciation/(depreciation)	$	4,151,657
Cost of investments	$	40,687,527

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

As of October 31, 2014, the components of accumulated earnings on a tax basis were as follows:

Undistributed ordinary income	$	8,448
Undistributed long-term capital gains		4,539
Tax accumulated earnings		12,987
Accumulated capital and other losses		-
Unrealized appreciation (depreciation)		1,711,981
Other differences		-
Distributable net earnings (deficit)	$	1,724,968

The tax character of distributions paid during the fiscal year ended March 31, 2015 was as follows:

Distributions paid from:	2015
Ordinary income	$	1,299,994
Net long-term capital gains		-
Total taxable distributions		1,299,994
Total distributions paid	$	1,299,994

e. Cash

Cash, if any, includes amounts held in interest bearing money market accounts. Such deposits, at times, may exceed federally insured limits. The Fund has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such accounts.

f. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Fund’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in Shareholders’ Equity from operations during the reporting period. Actual results could differ from those estimates.

11

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

3. INVESTMENT MANAGEMENT AND OTHER AGREEMENTS

The Fund pays the Investment Manager a management fee (“Investment Management Fee”) at an annual rate of 1.25%, payable monthly in arrears, based upon the Fund’s Shareholders’ Equity as of month-end. The Investment Management Fee is paid to the Investment Manager before giving effect to any repurchase of Shares in the Fund effective as of that date, and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. The Investment Manager pays the Sub-Adviser 50% of the Investment Management Fee it receives from the Fund.

The Investment Manager and the Sub-Adviser have entered into an expense limitation and reimbursement agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Investment Manager and the Sub-Adviser have jointly agreed to waive fees that they would otherwise have received, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, certain transaction-related expenses, extraordinary expenses, and any acquired fund fees and expenses) do not exceed 1.50% on an annualized basis (the “Expense Limit”).

For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager and/or Sub-Adviser may recoup amounts waived or assumed, provided they are able to effect such recoupment and remain in compliance with the Expense Limit. The Expense Limitation Agreement has an initial three-year term, beginning as of the commencement of operations of the Fund. Neither the Fund, the Investment Manager nor the Sub-Adviser may terminate the Expense Limitation Agreement during the initial three-year term. For the year ended March 31, 2015, the Advisers waived fees and reimbursed expenses of $527,326. For the year ended March 31, 2015, the Advisers owe the Fund a Waiver net of Investment Management Fee of $17,626 as disclosed in the Due from Advisers balance on the Statement of Asset, Liabilities and Shareholders’ Equity. At March 31, 2015, $120,842 is subject for recoupment through March 31, 2017, and $527,326 is subject for recoupment through March 31, 2018.

Registered Fund Solutions, LLC (the “Platform Manager”), a Delaware limited liability company, acts as the Fund’s Platform Manager pursuant to a Platform Manager agreement between the Fund and the Platform Manager.  The Platform Manager receives a monthly fee of 0.10% per annum of the Fund’s Shareholders’ Equity as of each month-end, subject to an annual minimum of $35,000. Prior to January 1, 2015, the Platform Manager fee was 0.08% of the Fund’s Shareholders’ Equity as of each month-end, subject to an annual minimum of $25,000.

Foreside Fund Services, LLC acts as placement agent to the Fund.

Cipperman & Co. provides Chief Compliance Officer (“CCO”) services to the Fund. The Fund’s allocated fees incurred for CCO services for the year ended March 31, 2015 were $19,427.

4. RELATED PARTY TRANSACTIONS

At March 31, 2015, Shareholders who are affiliated with the Investment Manager or the Sub-Adviser owned approximately $5,022,534 (or 11.19% of Shareholders’ Equity) of the Fund.

5. ADMINISTRATION AND CUSTODY AGREEMENT

UMB Fund Services, Inc., serves as administrator (the “Administrator”) to the Fund and provides certain accounting, administrative, record keeping and investor related services. The Fund pays a monthly fee to the Administrator based upon average Shareholders’ Equity, subject to certain minimums.

UMB Bank, N.A. (the “Custodian”), an affiliate of the Administrator, serves as the primary custodian of the assets of the Fund, and may maintain custody of such assets with U.S. and non-U.S. sub-custodians, securities depositories and clearing agencies.

12

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

6. CAPITAL SHARE TRANSACTIONS

Shares are generally offered for purchase as of the first day of each calendar month at the Fund’s then-current Shareholders’ Equity per Share (determined as of the close of the preceding month), except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. Transactions in Shares were as follows:

Shares outstanding, October 1, 2013 (Commencement of Operations)	-
Shares issued	234,668.786	*
Shares outstanding, March 31, 2014	234,668.786
Shares issued	183,958.819
Shares reinvested	12,169.558
Shares redeemed	(6,503.945	)
Shares outstanding, March 31, 2015	424,293.218

* Converted shares using a 1 for 96.55, approximately, ratio effective January 1, 2014.

7. REPURCHASE OF SHARES

At the discretion of the Board and provided that it is in the best interests of the Fund and Shareholders to do so, the Fund intends to provide a limited degree of liquidity to the Shareholders by conducting repurchase offers generally quarterly with a Valuation Date (as defined below) on or about March 31, June 30, September 30 and December 31 of each year. In each repurchase offer, the Fund may offer to repurchase its Shares at their NAV as determined as of approximately March 31, June 30, September 30 and December 31, of each year, as applicable. Each repurchase offer ordinarily will be limited to the repurchase of approximately 25% of the Shares outstanding, but if the value of Shares tendered for repurchase exceeds the value the Fund intended to repurchase, the Fund may determine to repurchase less than the full number of Shares tendered. In such event, Shareholders will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased by the Fund. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer, which date will be approximately 95 days prior to the date of repurchase by the Fund.

8. CREDIT FACILITY

The Fund maintains a credit facility (the “Facility”) with a maximum borrowing amount of $4,000,000 and a maturity date of September 4, 2015, which is secured by certain interests in Investment Funds. A fee of 100 basis points per annum is payable monthly in arrears on the unused portion of the Facility, while the interest rate charged on borrowings is the 3-month London Interbank Offer Rate plus a spread of 225 basis points. Collateral for the Facility is held by the Custodian. Interest and fees incurred for the year ended March 31, 2015 are disclosed in the accompanying Statement of Operations. At March 31, 2015, the Fund had $9,597 payable on the unused portion of the Facility and a $202 interest payable balance on the borrowings. For the year ended March 31, 2015, the average interest rate, the average daily loan balance and the maximum balance outstanding for the 17 days the Fund had outstanding borrowings under the Facility was 2.44%, $852,941 and $1,500,000, respectively. The Fund is subject to certain loan covenants, the most restrictive covenant being the maintenance of a loan to value ratio.

9. INDEMNIFICATION

In the normal course of business, the Fund enters into contracts that provide general indemnifications.  The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund, and therefore cannot be established; however, the Fund expects the risk of loss from such claims to be remote.

13

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Notes to Financial Statements – March 31, 2015 (continued)

10. RISK FACTORS

The Fund is subject to substantial risks — including market risks, strategy risks and Investment Fund manager risks.  Investment Funds generally will not be registered as investment companies under the Investment Company Act and, therefore, the Fund will not be entitled to the various protections afforded by the Investment Company Act with respect to its investments in Investment Funds.  While the Advisers will attempt to moderate any risks of securities activities of the Investment Fund managers, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses.  The Advisers will not have any control over the Investment Fund managers, thus there can be no assurances that an Investment Fund managers will manage its Investment Funds in a manner consistent with the Fund’s investment objective. 

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were the following subsequent events. Effective April 1, 2015 and May 1, 2015, there were capital contributions to the Fund in the amounts of $3,554,515 and $6,570,315, respectively.

14

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Fund Management – March 31, 2015 (unaudited)

The identity of the members of the Board and the Fund’s officers and brief biographical information as of March 31, 2015 is set forth below. The Fund’s Statement of Additional Information includes additional information about the membership of the Board.

INDEPENDENT TRUSTEES

Name, Address and YEAR OF BIRTH	Position(s) Held with the Fund	Length of Time Served	Principal Occupation(s) During Past 5 Years and Other Directorships Held By TRUSTEES	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE OR OFFICER
David G. Lee Year of Birth: 1952 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Trustee	Since Inception	President and Director, Client Opinions, Inc. (2003 - 2012);  Chief Operating Officer, Brandywine Global Investment Management (1998-2002)	2
Robert Seyferth Year of Birth: 1952 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Trustee	Since Inception	Chief Procurement Officer/Senior Managing Director, Bear Stearns/JP Morgan Chase (1993 -2009)	2

INTERESTED TRUSTEES AND OFFICERS

Name, Address and YEAR OF BIRTH	Position(s) Held with the Fund	Length of Time Served	Principal Occupation(s) During Past 5 Years and Other Directorships Held By TRUSTEES	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE OR OFFICER
Victor Fontana Year of Birth: 1955 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Chairman and Trustee	Since Inception	Chief Operating Officer and President, Liberty Street Advisers, Inc. (2007 - present); Chief Operating Officer and President, HRC Portfolio Solutions, LLC (2007 – present); Chief Operating Officer and President, HRC Fund Associates, LLC ( 2007 – present); Chief Operating Officer and President, Maiden Lane Spin-Off Advisors, LLC (2011 – present); Chief Operating Officer and President, Registered Fund Solutions, LLC (2011 – present); Administrative Officer,	2

15

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Fund Management – March 31, 2015 (unaudited) (continued)

Name, Address and YEAR OF BIRTH	Position(s) Held with the Fund	Length of Time Served	Principal Occupation(s) During Past 5 Years and Other Directorships Held By TRUSTEES	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY TRUSTEE OR OFFICER
			Institutional Research Services, Inc. (2007 – present); Business Development Manager, PCS Securities, Inc. (2008); Director of Transition Services, Investment Technology Group, Inc. (2005 – 2007).
Michael Peck Year of Birth:1980 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	President	Since Inception	President and Co-CIO, Vivaldi Capital Management, LLC (February 2012 – present); Portfolio Manager, Coe Capital Management (February 2010 – February 2012); Senior Financial Analyst and Risk Manager, the Bond Companies (August 2006 – October 2008).	1
Randal Golden Year of Birth:1967 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Treasurer	Since Inception	Co-Founder and CFO, Vivaldi Capital Management, LLC (January 2012 – present); Managing Director, FGMK/Preservation Capital Partners (August 2005 – December 2011).	1
Michael Woodard Year of Birth: 1967 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Chief Compliance Officer	Since  March   2015	Director, Cipperman Compliance Services, LLC (2014-present); Operations Manager, State Street Bank (2008-2014).	2
Benjamin Schmidt Year of Birth: 1976 c/o Registered Fund Solutions, LLC 14 Wall Street, Suite 3A New York, NY 10005	Secretary	Since Inception	Assistant Vice President Fund Administration, UMB Fund Services, Inc. (2000 – present).	2

16

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Other Information – March 31, 2015 (unaudited)

Proxy Voting

The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing is available: (i) without charge, upon request, by calling the Fund at 1-877-779-1999 or (ii) by visiting the SEC’s website at www.sec.gov.

Availability of Quarterly Portfolio Schedules

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available, without charge and upon request, on the SEC’s website at www.sec.gov or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the Public Reference Room may be obtained by calling 1-800-SEC-0330.

17

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Other Information – March 31, 2015 (unaudited) (continued)

Privacy Policy 

FACTS	WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: ·       Social Security number ·       account balances ·       account transactions ·       transaction history ·       wire transfer instructions ·       checking account information When you are no longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers ' personal information; the reasons funds choose to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does the Fund share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For our affiliates to market to you	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions? Call 1-877-779-1999.

18

INFINITY CORE ALTERNATIVE FUND

(a Maryland Statutory Trust)

Other Information – March 31, 2015 (unaudited) (continued)

What we do
How does the Fund protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does the Fund collect my personal information?	We collect your personal information, for example, when you ▪      open an account ▪      provide account information ▪      give us your contact information ▪      make a wire transfer ▪      tell us where to send the money We also collect your information from others, such as credit bureaus, affiliates, or other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only ▪      sharing for affiliates’ everyday business purposes – information about your creditworthiness ▪      affiliates from using your information to market to you ▪      sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ▪      Our affiliates include companies such as Vivaldi Capital Management, LLC and HRC Fund Associates
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ▪      The Fund doesn’t share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ▪      The Fund doesn’t jointly market.

19

ITEM 2. CODE OF ETHICS.

(a)  The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(c)  There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.

(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. David G. Lee and Mr. Robert Seyferth are qualified to serve as the audit committee financial experts serving on its audit committee and that they are "independent," as defined by Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

———

(a)  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $55,000 for 2014 and $35,000 for 2015.

Audit-Related Fees

——————

(b)  The aggregate fees billed for each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2014 and $0 for 2015. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.

Tax Fees

———

(c)  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $4,000 for 2014 and $4,000 for 2015.

All Other Fees

—————

(d)  The aggregate fees billed for each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2014 and $0 for 2015.

(e)(1)  Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.

(e)(2)  The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:

(b) 0%

(c) 0%

(d) 0%

(f)  The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.

(g)  The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was $4,000 for 2014 and $4,000 for 2015.

(h)  The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

SUMMARY OF Proxy Voting Policies and Procedures

In accordance with Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, Vivaldi has adopted the following proxy voting policies and procedures (the “Policy”). This Policy applies to Vivaldi and each of its general partners and anyone acting on its behalf and at its designation in connection with the voting of proxies (collectively referred to as “Vivaldi”). This Policy consists of the policies, procedures and requirements set forth below and will be periodically reviewed and amended as needed.

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Vivaldi’s Investment Adviser Compliance Program (the “Program”).

I. DEFINITIONS

Board means board of directors or similar governing body.

Client means the Vivaldi Fund (as defined in the Program) and any other investment advisory Clients for which Vivaldi exercises investment discretion. Client does not include any investment advisory Client that retains proxy-voting authority.

Conflict Committee means any committee established by Vivaldi as a method of addressing Proxy voting in situations involving a material conflict of interest with Clients.

Proxy as used in this Policy includes the submission of a security holder vote by proxy instrument, in person at a meeting of security holders or by written consent. “Proxy” does not include any action taken by a Supervised Person serving on the board of directors or similar body of a portfolio company or entity.

Proxy Voting Administrator means Randal Golden.

II. INTRODUCTION

Vivaldi’s policy is to vote any Proxy in the best interest of its Clients. Accordingly, Vivaldi will vote any Proxy in a manner intended to promote the Client’s investment objective, usually to maximize investment returns, following the investment restrictions and policies of the Client.

These are guidelines only and there may be instances when Vivaldi does not vote in accordance with the Policy due to the specific circumstances of the company in question. There also may be instances when Vivaldi refrains from voting a proxy, such as when Vivaldi determines that the cost of voting the proxy exceeds the expected benefit to the Client and would not be in the Client’s best interest. Vivaldi cannot anticipate every situation and certain issues are better handled on a case-by- case basis. The guidelines included in this Policy are subject to change as Vivaldi periodically reassesses these policies and procedures to reflect developments in Proxy voting and the best interest of Clients.

III. ADMINISTRATION

The Proxy Voting Administrator will be responsible for the following:

• Overall compliance with the Policy;

• Disclosure of information to Clients;

• Retention of required records relating to Proxies and this Policy; and

• Reviewing and updating the Policy as appropriate.

A. General Voting Policies—Private Companies

Vivaldi generally votes in favor of the following:

• Proposals supported by any member of the Board that was nominated or designated by Vivaldi if there is such a director, unless Vivaldi believes that the particular rights of the Clients clearly would be better served by voting differently or a material conflict of interest involving Vivaldi exists;

• Compensation plans that tie executive compensation to long-term company performance;

• Board approved proposals relating to stock splits and combinations;

• Board approved proposals relating to permitting shareholder actions by written consent;

• Board approved proposals relating to routine business matters, such as changing the company’s name, ratifying auditor appointments and shareholder meeting procedural matters; and

• Board approved proposals relating to mergers, reorganizations and conversions

designed solely to reincorporate, reorganize or convert a company into a Delaware entity.

Vivaldi generally votes against the following:

• Proposals opposed by any member of the Board that was nominated or designated by Vivaldi if there is such a director, unless Vivaldi believes that the particular rights of the Clients clearly would be better served by voting differently or a material conflict of interest involving Vivaldi exists.

Vivaldi generally votes on a case-by-case basis for the following:

• Proposals for creating new classes of stock, authorizing additional shares, issuing stock, issuing options or other rights to acquire stock, creating or making grants under stock appreciation rights or similar equity based compensation plans, redeeming stock or otherwise affecting the company’s capital structure; and

• On all other matters not covered by the above, Vivaldi will request recommendations from its affiliates most familiar with the particular company, if available, and will then make its determination.

B. General Voting Policies—Public Companies

Vivaldi generally votes in favor of the following:

• Decisions reached by independent boards of directors;

• Compensation plans that tie executive compensation to long-term company performance;

• Shareholder proposals for board recommendations when the board meets basic independence and governance standards; and

• Board approved proposals relating to routine business matters such as changing the company’s name, ratifying the auditors’ appointment and shareholder meeting procedural matters.

Vivaldi generally votes against the following:

• Proposals to re-price options because the value of the underlying stock has fallen;

• Compensation packages that Vivaldi deems excessive or overly generous; and

• Plans that issue options with exercise prices below the current market price.

Vivaldi generally withholds votes for the following:

• Proposals for inside directors serving on key committees.

Vivaldi generally votes on a case-by-case basis for the following:

• Board approved proposals regarding acquisitions, mergers, reincorporations, reorganizations and other transactions;

• Shareholder rights plans;

• Capitalization proposals; and

• Shareholder proposals for board recommendations when the board does not meet basic independence and governance standards.

IV. MATERIAL CONFLICTS OF INTEREST

Vivaldi believes that its interests are generally aligned with its Clients’ interests through ownership by Vivaldi principals and employees in the Vivaldi Fund. In the event Vivaldi determines there is or may be a material conflict of interest between Vivaldi and a Client in voting Proxies, Vivaldi will address such material conflict of interest using one of the following procedures:

• Vivaldi may vote the Proxy using the established objective policies described under “General Voting Policies—Private Companies” or “General Voting Policies—Public Companies,” above; or

• Vivaldi may have a committee (“Conflict Committee”) formed to address material conflicts of interest in voting Client Proxies. The Conflict Committee may determine how to vote any Proxy if Vivaldi has a material conflict of interest in voting. Any such vote must be consistent with the best interest of the Client. In making the Proxy voting determination, the Conflict Committee will take reasonable steps under the circumstances to attempt to insulate the Proxy voting determination from the material conflict. The Conflict Committee will keep a report of any Proxies voted under this procedure detailing the nature of the material conflict and the Conflict Committee’s manner of resolving the material conflict in the best interest of the Client. This report will be made available to Clients upon their written request.

Vivaldi does not consider service by Vivaldi personnel on portfolio company boards or Vivaldi receipt of management or other fees from portfolio companies to create a material conflict of interest for voting Proxies generally with respect to such companies.

V. DISCLOSURES

Vivaldi will make the following disclosures to Clients:

• A summary of the Policy;

• Upon request by a Client, a copy of the Policy; and

• Upon request by a Client, the Proxy voting record for Proxies voted on behalf of the Client.

VI. RECORDKEEPING

Vivaldi will keep the following records:

• A copy of the Policy;

• A copy of each proxy statement received with respect to Client portfolio securities, except that when a proxy statement is available on the SEC’s EDGAR public filing system, Vivaldi may rely on that filing in lieu of keeping its own copy;

• A record of each Proxy vote cast by Vivaldi on behalf of a Client;

• A copy of any document prepared by Vivaldi that was material to the Proxy voting decision, including any Conflict Committee reports; and

• A copy of each written Client request for information regarding how Vivaldi voted Proxies on behalf of Clients and any written response by Vivaldi to any Client requests.

VII. AMENDMENTS

This Policy may be amended from time to time by the Proxy Voting Administrator.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)(1)   Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members

The following table provides biographical information about the members of Infinity Capital Advisors, LLC (the "Sub-Adviser"), who are primarily responsible for the day-to-day portfolio management of the Infinity Core Alternative Fund as of June 9, 2015:

Name of Portfolio Management Team Member	Title	Length of Time of Service to the Fund	Business Experience During the Past 5 Years	Role of Portfolio Management Team Member
Jeffrey J. Vale	Partner & Chief Investment Officer	Since Inception	Partner and Chief Investment Officer, Infinity Capital Partners, LLC (2002-present).	Portfolio Management
Milton L. Williams, III	Partner & Chief Operating Officer	Since Inception	Partner and Chief Operating Officer, Infinity Capital Partners, LLC (2002-present).	Portfolio Management

R. Phillip Jarrell, Jr.	Partner & Head of Business Development	Since Inception	Partner and Head of Business Development, Infinity Capital Partners, LLC (2010-present); Major Account Manager, Thomson Reuters Corp. (2002-2010).	Portfolio Management
Steven P. Barth	Partner & Portfolio Manager	Since Inception	Partner and Portfolio Manager, Infinity Capital Partners, LLC (2013-present); Partner, President and Chief Investment Officer, BT Wealth Management (2008-2013).	Portfolio Management

(a)(2)  Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest

The following table provides information about portfolios and accounts, other than the Infinity Core Alternative Fund, for which the members of the Investment Committee of the Sub-Adviser are primarily responsible for the day-to-day portfolio management as of March 31, 2015:

	Number of Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based:			Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee:
	Registered investment companies	Other pooled investment vehicles	Other accounts	Registered investment companies	Other pooled investment vehicles	Other accounts
Jeffrey J. Vale	Zero accounts	Five pooled investment vehicles with $270 million	Zero accounts	Zero accounts	Zero accounts	Zero accounts
Milton L. Williams, III	Zero accounts	Zero pooled investment vehicles.	Zero accounts	Zero accounts	Zero accounts	Zero accounts
R. Phillip Jarrell, Jr.	Zero accounts	Zero pooled investment vehicles.	Zero accounts	Zero accounts	Zero accounts	Zero accounts

Steven P. Barth Zero accounts Five pooled investment vehicles. Zero accounts Zero accounts Zero accounts Zero accounts

Conflicts of Interest

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. More specifically, portfolio managers who manage multiple funds and/or other accounts may be presented with one or more of the following potential conflicts:

The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. The Sub-Adviser seeks to manage such competing interests for the time and attention of a portfolio manager by having the portfolio manager focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Fund.

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Sub-Adviser has adopted procedures for allocating portfolio transactions across multiple accounts.

The Sub-Adviser has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

(a)(3) Compensation Structure of Portfolio Manager

Compensation of the Investment Committee

The members of the Investment Committee are not directly compensated for their work with respect to the Fund; however, each member of the Investment Committee is an equity owner of the parent company of the Sub-Adviser and therefore benefits indirectly from the revenue generated from the Sub-Advisory Agreement.

(a)(4) Disclosure of Securities Ownership

Portfolio Management Team’s Ownership of Shares

Name of Portfolio Management Team Member:	Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member:
Jeffrey J. Vale	$100,001-$500,000
Milton L. Williams, III	None
R. Phillip Jarrell, Jr.	$100,001-$500,000
Steven P. Barth	$100,001-$500,000

(b) Not Applicable

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.

ITEM 11. CONTROLS AND PROCEDURES.

(a)   The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b)  There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

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ITEM 12. EXHIBITS.

(a)(1) Code of ethics or any amendments thereto, that is subject to disclosure required by item 2 is attached hereto.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

(a)(3) Not applicable.

(b)     Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(registrant)	Infinity Core Alternative Fund
By (Signature and Title)*	/s/ Michael Peck
	Michael Peck, President
	(Principal Executive Officer)
Date	June 9, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Michael Peck
	Michael Peck, President
	(Principal Executive Officer)
Date	June 9, 2015
By (Signature and Title)*	/s/ Randal Golden
	Randal Golden, Treasurer
	(Principal Financial Officer)
Date	June 9, 2015

* Print the name and title of each signing officer under his or her signature.