UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-23447
A3 ALTERNATIVE INCOME FUND
(Exact name of registrant as specified in charter)
90 Madison Street, Suite 303
Denver, Colorado 80206
(Address of principal executive offices) (Zip code)
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 997-9010
Date of fiscal year end: September 30
Date of reporting period: July 1, 2020 - June 30, 2021
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss.239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX 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 the 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. ss. 3507.
ITEM 1. PROXY VOTING RECORD.
| The Name of the Issuer | Exchange Ticker Symbol | CUSIP | Shareholder Meeting Date | A brief identification of the matter voted on | Whether the matter was proposed by the issuer or by a security holder | Whether the registrant cast its vote on the matter | How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and | Whether the registrant cast its vote for or against management |
| Oxford Lane Corp. | OXLC | 691543102 | 10/23/2020 | Annual Meeting | ||||
| Vote Board of Directors | Issuer | Yes | For | For | ||||
| Eagle Point Income Company, Inc. | EIC | 269817102 | 5/13/2021 | Annual Meeting | ||||
| Election of Director: Scott W. Appleby | Issuer | Yes | For | For | ||||
| Election of Director: Jeffrey L. Weiss | Issuer | Yes | For | For | ||||
| FSK KKR Capital Corp. | FSK | 302635206 | 5/21/2021 | To approve the Agreement and Plan of Merger, dated as of November 23, 2020 (the "Merger Agreement"), by and among FS KKR Capital Corp. ("FSK"), FS KKR Capital Corp. II ("FSKR"), Rocky Merger Sub, Inc., a wholly owned subsidiary of FSK ("Merger Sub") and FS/KKR Advisor, LLC (the "Advisor") and the transactions contemplated thereby, including the merger of Merger Sub with and into FSKR with FSKR as the surviving corporation (the "Merger"). | Issuer | Yes | For | For |
| To approve the issuance of shares of FSK common stock, as merger consideration in the Merger. | Issuer | Yes | For | For | ||||
| To amend the investment advisory agreement, dated December 20, 2018, by and between FSK and the Advisor to (1) reduce FSK's income incentive fee rate from 20% to 17.5% and (2) remove the total return lookback provision applicable to the subordinated incentive fee on income. | Issuer | Yes | For | For | ||||
| FSR KKR Capital Corp. II | FKSR | 35952V303 | 5/21/2021 | To approve the merger of FS KKR Capital Corp. II ("FSKR") and Rocky Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of FS KKR Capital Corp. ("FSK"), pursuant to the Agreement and Plan of Merger, dated as of November 23, 2020 (the "Merger Agreement"), by and among FSK, FSKR, Merger Sub and FS/KKR Advisor, LLC and the other transactions contemplated by the Merger Agreement | Issuer | Yes | For | For |
| OFS Capital Corporation | OFS | 67103B100 | 6/1/2021 | Annual Meeting | ||||
| Vote Board of Directors: | ||||||||
| Election of Director: Marc I. Abrams | Issuer | Yes | For | For | ||||
| Election of Director: Jeffrey A. Cerny | Issuer | Yes | For | For | ||||
| The ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021. | Issuer | Yes | For | For | ||||
| OFS Capital Corporation | OFS | 67103B100 | 6/15/2021 | Special Meeting | ||||
| To authorize flexibility for the Company, with approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price below the Company's then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement for the Special Meeting of Stockholders (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of the Company's then outstanding common stock immediately prior to each such sale). | Issuer | Yes | Against | Against | ||||
| New York Mortgage Trust | NYMT | 649604501 | 6/14/2021 | Vote for Election of Directors | Issuer | Yes | For | For |
| To hold an advisory vote to approve named executive officer compensation. | Issuer | Yes | For | For | ||||
| To approve an amendment to the Company's 2017 Equity Incentive Plan, as amended, to increase the share reserve by 30,000,000 shares of common stock. | Issuer | Yes | For | For | ||||
| To consider and act upon a proposal to ratify, confirm, and approve the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. | Issuer | Yes | For | For |
SIGNATURES
Pursuant to the requirements of 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) | A3 Alternative Income Fund | |
| By (Signature and Title)* | /s/ Anthony R. Bosch | |
| Anthony R. Bosch, President & Principal Executive Officer | ||
| Date | August 26, 2021 |
| * | Print the name and title of each signing officer under his or her signature. |