UNITED
STATES
SCHEDULE
14A
SCHEDULE
14A INFORMATION
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant []
Check
the appropriate box:
Variant
Alternative Income Fund
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
Variant
Alternative Income Fund
c/o
UMB Fund Services, Inc.
235
West Galena Street
Milwaukee,
WI 53212
Institutional
Class Shares
January
16, 2024
Dear
Shareholder:
The
enclosed proxy statement (the “Proxy Statement”) discusses a proposal to be voted upon by the shareholders (“Shareholders”)
of the Variant Alternative Income Fund (the “Fund”) at a special meeting of Shareholders to be held at the offices of Faegre
Drinker Biddle Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103-6996, on February 26, 2024 at 2:00 p.m. Eastern
Time (the “Meeting”). Shareholders of record as of the close of business on January 10, 2024 are entitled to notice of, and
to vote at, the Meeting and any adjournments or postponements thereof.
The
Meeting is being called for Shareholders to vote on a proposal (the “Proposal”) to elect two (2) individuals to the Board
of Trustees of the Fund (the “Board”) and to transact such other business as may properly come before the Meeting. The Fund’s
current Trustees, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended)
of the Fund, have unanimously recommended that the Proposal be submitted to Shareholders for approval at the Meeting. The enclosed Proxy
Statement contains additional information about the Proposal.
All
Shareholders are cordially invited to attend the Meeting. In order to avoid delay and additional expense and to assure that your shares
are represented, please vote as promptly as possible, regardless of whether or not you plan to attend the Meeting. You may vote by mail,
telephone or over the Internet. To vote by mail, please mark, sign, date and mail the enclosed proxy card. No postage is required if
mailed in the United States. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded
instructions, using your proxy card as a guide. To vote over the Internet, go to the Internet address provided on your proxy card and
follow the instructions, using your proxy card as a guide. If you have any questions regarding the Proposal or the voting process, please
call our proxy agent, EQ Fund Solutions toll-free at (877) 478-5042. If you attend the Meeting, you may revoke your proxy and vote your
shares in-person.
Thank
you for your investment in the Fund. I encourage you to exercise your rights in governing the Fund by voting on the Proposal.
The
Board unanimously recommends that you cast your vote
FOR
the Proposal to elect each proposed individual as a Trustee
of the Fund, as described in the Proxy Statement.
Sincerely,
i
IMPORTANT
INFORMATION
Gary
E. Shugrue and Terrance P. Gallagher are each standing for election as Trustees of the Fund. Mr. Gallagher (an “Incumbent Trustee”)
currently serves as an interested Trustee of the Fund, while Mr. Shugrue (together with Mr. Gallagher, the “Trustee Nominees”)
currently serves as an advisory Board member of the Fund. More information about the Trustee Nominees is available in the Proxy Statement.
Mr.
Gallagher is considered to be an “interested person” (as such term is defined in the 1940 Act) of the Fund because of his
affiliation with the Fund’s administrator, UMB Fund Services, LLC.
ii
We
encourage you to vote via the Internet or telephone using the control number on your proxy card and following the simple instructions
because these methods result in the most efficient means of transmitting your vote and reduce the need for the Fund to conduct telephone
solicitations and/or follow up mailings. If you would like to change your previous vote, you may vote again using any of the methods
described above.
iii
iv
Variant
Alternative Income Fund
c/o
UMB Fund Services, Inc.
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE
IS HEREBY GIVEN that a special meeting (“Meeting”) of shareholders (“Shareholders”) of the Variant Alternative
Income Fund (the “Fund”), will be held at the offices of Faegre Drinker Biddle Reath LLP, One Logan Square, Suite 2000,
Philadelphia, PA 19103-6996, on February 26, 2024 at 2:00 p.m. Eastern Time.
At
the Meeting, Shareholders will be asked to act upon the following:
1.To
elect two (2) trustees to the Board of Trustees.
2. To
transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.
THE
BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSAL TO APPROVE THE ELECTION OF THE TWO TRUSTEES
OF THE FUND.
Shareholders
of record of the Fund at the close of business on January 10, 2024 are entitled to notice of and to vote at the Meeting and any adjournment(s)
thereof. The Notice of the Meeting of Shareholders, proxy statement and proxy card is being mailed on or about January 19, 2024 to such
Shareholders of record.
By
Order of the Board of Trustees,
January
16, 2024
YOUR
VOTE IS IMPORTANT
You
can vote easily and quickly over the Internet, by toll-free telephone call, or by mail. Just follow the simple instructions that appear
on your proxy card. Please help the Fund reduce the need to conduct telephone solicitation and/or follow-up mailings by voting today.
v
Variant
Alternative Income Fund
PROXY
STATEMENT
SPECIAL
MEETING OF SHAREHOLDERS
Introduction
This
proxy statement is being provided to you on behalf of the Board of Trustees (the “Board”) of the Variant Alternative Income
Fund (the “Fund”) in connection with the solicitation of proxies to be used at a special meeting (“Meeting”)
of shareholders (“Shareholders”) of the Fund, to be held at the offices of Faegre Drinker Biddle Reath LLP, One Logan
Square, Suite 2000, Philadelphia, PA 19103-6996, on February 26, 2024 at 2:00 p.m. Eastern Time.
The
Meeting has been called by the Board for the following purposes:
Proposal
Number
You
will find this proxy statement divided into four parts:
Part
1 Provides details on the proposal to approve the election of the Trustee Nominees (see page 2).
Part
2 Provides information about ownership of shares of the Fund (see page 10).
Part
3 Provides information on proxy voting and the operation of the Meeting (see page 11).
Part
4 Provides information on other matters (see page 13).
Please
read the proxy statement before voting on the proposal. If you have any questions regarding the proposal or the voting process, please
call our proxy solicitation agent, EQ Fund Solutions, toll-free at (877) 478-5042.
We
anticipate that the Notice of the Meeting, this proxy statement and the proxy card (collectively, the “proxy materials”)
will be mailed to Shareholders beginning on or about January 19, 2024.
Annual
and Semi-Annual Reports.
The Fund’s most recent annual and semi-annual reports to Shareholders are available at no cost. You
may view or obtain these documents on the SEC’s website at sec.gov. You may also request a report by calling toll-free at (877)
770-7717.
Important
Notice Regarding the Availability of Materials for the
Shareholder Meeting to be Held on February 26, 2024
The
proxy statement for the Meeting is available online at vote.proxyonline.com/variant/docs/nichx2024.pdf.
1
PART
1
Shareholders
of the Fund are being asked to vote on a proposal to elect two proposed individuals to the Board. One of the proposed individuals currently
serves as a Trustee of the Fund (the “Incumbent Trustee”) and is standing for election at the Meeting. One of the proposed
individuals currently serves as an advisory Board member (together with the Incumbent Trustee, the “Trustee Nominees”) and
is standing for election to the office of Trustee of the Fund at the Meeting.
Mr.
Terrance P. Gallagher is standing for election as a Trustee of the Fund and is an Incumbent Trustee. Mr. Gallagher was appointed as a
Trustee of the Fund by the Board to fill a vacancy in June 2020. Mr. Gary E. Shugrue is not currently a Trustee of the Fund but has served
as an advisory Board member of the Fund since December 2018. The Investment Company Act of 1940, as amended, (the “1940 Act”)
requires a certain percentage of the Trustees to have been elected by shareholders and that such elections occur before the Board can
appoint any new Trustee to fill vacancies or expand the Board. To properly seat and elect the Trustee Nominees as Trustees of the Fund
and to facilitate future compliance with the requirements of the 1940 Act, the Board recommends that Shareholders elect Mr. Gallagher
and Mr. Shugrue as Trustees of the Fund.
Mr.
Gallagher is the only individual proposed for election at the Meeting who is considered to be an “interested person” (as
such term is defined in the 1940 Act) of the Fund (“Interested Trustee”). Mr. Shugrue is not considered to be an “interested
person” (as such term is defined in the 1940 Act) of the Fund (“Independent Trustee”). If elected by Shareholders,
Mr. Shugrue will be an Independent Trustee of the Fund.
The
Incumbent Trustee, Mr. Gallagher, is expected to continue serving as a Trustee of the Fund regardless of whether he is elected by Shareholders
at the Meeting. If elected, it is expected that Mr. Shugrue will cease serving as an advisory Board member and assume the role of Trustee
of the Fund shortly after the Meeting.
The
Trustee Nominees have consented to stand for election and to serve if elected. If elected, the Trustee Nominees will serve for a term
of indefinite duration until his successor is elected and qualified, or his earlier death, resignation or removal, or until declared
bankrupt or incompetent by a court of appropriate jurisdiction. If the Trustee Nominees should be unable to serve, an event that is not
currently anticipated, Shareholders will vote for a replacement Trustee Nominee as may be designated by the Board.
Information
regarding the Trustee Nominees, including brief biographical information, is set forth below.
Trustee
Nominees
2
Terrance
P. Gallagher***
Executive Vice President and Trust Platform Director, (2024 present);
Executive Vice President and Director of Fund Accounting, Administration and Tax; UMB Fund Services, Inc. (2007 2023); President,
Investment Managers Series Trust II (registered investment company) (2013-Present).
The
Board believes that the Trustee Nominees have the qualifications, experience, attributes and skills (“Trustee Attributes”)
appropriate to serve as Trustees of the Fund in view of the Fund’s business and structure. The Trustee Nominees have a demonstrated
record of business and/or professional accomplishment. The Board annually conducts a “self-assessment” wherein the performance
of the Board and the effectiveness of the Board’s committee structures are reviewed.
In
addition to the information provided in the chart above, below is certain additional information concerning the Trustee Nominees and
certain of their Trustee Attributes. The information provided below, and in the chart above, is not all-inclusive. Many Trustee Attributes
involve intangible elements, such as intelligence, work ethic, the ability to work together, to communicate effectively, to exercise
judgment, to ask incisive questions, and to manage people and problems or to develop solutions.
Terrance
P. Gallagher
. Mr. Gallagher has been a Trustee since June 2020. Mr. Gallagher has more than 43 years of experience in the financial
service industry.
Gary
E. Shugrue.
Mr. Shugrue has served as an advisory board member since December 2018. He has more than 34 years of experience in the
financial services industry.
Set
forth below are the names and certain biographical information for the Fund’s current trustees and officers, as reported by them
to the Fund.
3
Trustees
of the Fund
Officers
of the Fund
Robert
W. Elsasser
Curtis
Fintel
Bernadette
Murphy
Year
of Birth: 1964
Leadership
Structure and Risk Oversight
Overall
responsibility for oversight of the Fund rests with the Board. The Fund has engaged Variant Investments, LLC (the “Investment Manager”)
to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Investment Manager, and other service providers
in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the
Fund’s Agreement and Declaration of Trust. The Board is currently composed of three members, two of whom are Independent Trustees.
The Board meets in-person at regularly scheduled meetings four times each year. In addition, the Board may hold special in-person or
telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings.
The Independent Trustees have also engaged independent legal counsel to assist them in performing their oversight responsibility. The
Independent Trustees meet with their independent legal counsel in-person prior to and during each quarterly in-person board meeting.
As described below, the Board has established an Audit Committee and a Nominating Committee, and may establish ad hoc committees or working
groups from time to time to assist the Board in fulfilling its oversight responsibilities.
4
The
Board has appointed David Lee, an Independent Trustee, to serve in the role of Chairman. The Chairman’s role is to preside at all
meetings of the Board and to act as liaison with the Investment Manager, other service providers, counsel and other Trustees generally
between meetings. The Chairman serves as a key point person for dealings between management and the Trustees. The Chairman may also perform
such other functions as may be delegated by the Board from time to time. The Board has determined that the Board’s leadership structure
is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview and it allocates
areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight.
The
Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight
forms part of the Board’s general oversight of the Fund and is addressed as part of various Board and committee activities. Day-to-day
risk management functions are subsumed within the responsibilities of the Investment Manager and other service providers (depending on
the nature of the risk), which carry out the Fund’s investment management and business affairs. The Investment Manager and other
service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to
risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur.
Each of the Investment Manager and other service providers has its own independent interests in risk management, and their policies and
methods of risk management will depend on their functions and business models. The Board recognizes that it is not possible to identify
all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects.
The Board requires senior officers of the Fund, including the President, Treasurer and Chief Compliance Officer and the Investment Manager,
to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk
management. The Board and the Audit Committee also receive regular reports from the Fund’s independent registered public accounting
firm on internal control and financial reporting matters. The Board also receives reports from certain of the Fund’s other primary
service providers on a periodic or regular basis, including the Fund’s custodian, distributor and Administrator. The Board may,
at any time and in its discretion, change the manner in which it conducts risk oversight.
Board
Meetings and Committees
The
Board has formed an Audit Committee that is responsible for overseeing the Fund’s accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal controls of certain service providers and for acting as a liaison
between the Fund’s independent registered public accounting firm and the Board. Currently, the members of the Audit Committee consist
of the Fund’s Independent Trustees. Mr. Seyferth serves as Chairman of the Audit Committee and is an Audit Committee Financial
Expert. If elected, Gary Shugrue will serve as a member of the Audit Committee. The Board has adopted a written charter for the Audit
Committee. The Fund does not provide the Audit Committee charter on a website, but a copy of the Audit Committee charter is attached
to this proxy statement as Exhibit A. The Audit Committee held three meetings during the fiscal year ended April 30, 2023.
The
Board has formed a Nominating Committee which currently consists of the Fund’s Independent Trustees. Mr. Lee serves as Chairman
of the Nominating Committee. If elected, Gary Shugrue will serve as a member of the Nominating Committee. The Nominating Committee is
responsible for both nominating candidates to be appointed by the Board to fill vacancies and for nominating candidates to be presented
to Shareholders for election. In performing its responsibilities, the Nominating Committee will consider candidates recommended by management
of the Fund and by Shareholders and evaluate them both in a similar manner, as long as the recommendation submitted by a Shareholder
includes at a minimum: the name, address and telephone number of the recommending Shareholder and information concerning the Shareholder’s
interests in the Fund in sufficient detail to establish that the Shareholder held Shares on the relevant record date; and the name, address
and telephone number of the recommended nominee and information concerning the recommended nominee’s education, professional experience,
and other information that might assist the Nominating Committee in evaluating the recommended nominee’s qualifications to serve
as a trustee. The Nominating Committee may solicit candidates to serve as trustees from any source it deems appropriate. With the Board’s
prior approval, the Nominating Committee may employ and compensate counsel, consultants or advisers to assist it in discharging its responsibilities.
The Fund does not provide the Nominating Committee charter on a website, but a copy of the Nominating Committee charter is attached to
this proxy statement as Exhibit B. The Nominating Committee did not hold any meetings during the fiscal year ended April 30, 2023.
5
During
the fiscal year ended April 30, 2023, the Board held four regular meetings. Each Trustee attended at least 75% of the total number of
meetings of the Board and the Audit Committee held during the fiscal year ended April 30, 2023.
Report
of the Audit Committee
In
discharging its duties, during the 2023 fiscal year, the Audit Committee met with and held discussions with management and with the Fund’s
independent registered public accounting firm, Cohen Company, Ltd. (“Cohen”). Management is responsible for the Fund’s
internal controls over financial reporting, the financial reporting process and preparation of the Fund’s financial statements
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Cohen is responsible
for performing an independent audit of the Fund’s financial statements in accordance with standards of the Public Company Accounting
Oversight Board (“PCAOB”) and expressing an opinion on the conformity of the Fund’s financial statements with U.S.
GAAP. The Audit Committee also discussed with Cohen the matters required to be discussed by PCAOB Auditing Standard 1301 (Communications
with Audit Committees), as amended. Cohen provided to the Audit Committee the written disclosures required by Public Company Accounting
Oversight Board Rule 3526,
Communication with Audit Committees Concerning Independence
, and the Audit Committee discussed with
representatives of Cohen their firm’s independence with respect to the Fund.
Shareholders
are reminded, however, that the members of the Audit Committee are not necessarily professionally engaged in the practice of auditing
or accounting. Members of the Audit Committee rely without independent verification on the information provided to them and on the representations
made by management and Cohen. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed
to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations
and discussions referred to above do not assure that the audits of the Fund’s financial statements have been carried out in accordance
with PCAOB auditing standards, that the financial statements are presented in accordance with U.S. GAAP or that the Fund’s independent
registered public accounting firm is, in fact, “independent.”
The
Audit Committee’s review and discussions of the audited financial statements of the Fund for the fiscal year ended April 30, 2023
with Fund management and Cohen occurred prior to the issuance of Cohen’s opinion on the financial statements and also at the Fund’s
Audit Committee meeting held on September 7-8, 2023. At that meeting, the Audit Committee recommended to the Board to ratify the inclusion
of the audited financial statements of the Fund for the fiscal year ended April 30, 2023 in the annual report of the Fund. During the
fiscal year ended April 30, 2023, the Audit Committee discussed with Cohen the matters required to be discussed by the applicable requirements
of the PCAOB and received written affirmation of their independence pursuant to PCAOB Rule 3526.
Compensation
Information
The
Fund pays each Independent Trustee and advisory Board member a retainer of $24,000 per fiscal year, as well as (i) $2,500 per each Audit
Committee meeting attended; (ii) $3,000 per each special Board meeting attended; and (iii) $1,500 per each special, non-Board meeting
attended. Trustees that are interested persons are compensated by the Administrator and/or its affiliates and will not be separately
compensated by the Fund.
During
the fiscal year ended April 30, 2023, the Fund’s Trustees and advisory Board member were compensated as follows:
6
Trustees
and Trustee Nominee Equity Ownership
As
of April 30, 2023, none of the Trustees owned shares of the Fund. As of April 30, 2023, none of the Independent Trustees owned any interests
in any other registered investment company overseen by the Trustees within the same family of investment companies as the Fund.
The
following table sets forth, as of April 30, 2023, with respect to the Trustee Nominees, certain information regarding the beneficial
ownership of shares in the Fund and of the equity securities of all registered investment companies overseen by the Trustee Nominees,
if elected, within the same family of investment companies as the Fund.
Dollar
Range of
Aggregate
Dollar Range of Equity Securities of All Funds Overseen or to be Overseen by the Trustee Nominee in Family of Investment
Companies
As
of April 30, 2023, none of the Independent Trustees or the Trustee Nominees, nor the immediate family members of the Independent Trustees
or Trustee Nominees, beneficially owned or owned of record securities of the Fund’s investment adviser, sub-advisers, principal
underwriter, or of any persons directly or indirectly controlling, controlled by or under common control with the Fund’s investment
adviser, sub-advisers or principal underwriter.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 Act, as amended, and Section 30(h) of the 1940 Act, taken together, require the Trustees,
beneficial owners of more than 10% of the Fund’s shares, the Fund’s investment adviser, and executive officers of the Fund
(collectively, “Reporting Persons”) to file with the SEC reports of their ownership and changes in their ownership of the
Fund’s securities. The Fund believes that each of the Reporting Persons who was a Reporting Person during the fiscal year ended
April 30, 2023 has complied with applicable filing requirements.
7
General
Information
Investment
Adviser
Variant
Investments, LLC (“Variant” or the “Investment Manager”), serves as the investment adviser to the Fund. The Investment
Manager is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as
amended. Founded in 2017, Variant and its affiliates have approximately $2.86 billion in assets under management as of August 1, 2023.
Variant is managed by Curtis Fintel, Robert Elsasser and J.B. Hayes. Curtis Fintel, Robert Elsasser, J.B. Hayes, Boco Investments, LLC,
Joseph Zimlich and Brian Klemsz are control persons of Variant due to their ownership of voting interests of the firm.
Distributor
UMB
Distribution Services, LLC (the “Distributor”) is the distributor (also known as principal underwriter) of the shares of
the Fund and is located at 235 W. Galena Street, Milwaukee, Wisconsin. The Distributor is a registered broker-dealer and is a member
of the Financial Industry Regulatory Authority, Inc.
Administrator
UMB
Fund Services, Inc. (“UMBFS”), whose principal business address is 235 West Galena Street, Milwaukee, Wisconsin 53212, serves
as the administrator for the Fund. UMBFS provides administrative services to the Fund pursuant to an administration agreement between
the Fund and the Administrator.
Annual
and Semi-Annual Reports
The
Fund will furnish, without charge, copies of the Fund’s annual and semi-annual reports, to a Shareholder upon request. To request
a report, please contact the Fund by writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, or
by calling the Fund toll-free at (877) 770-7717. You may also view or obtain these documents on the SEC’s website at sec.gov.
Independent
Registered Public Accounting Firm
Cohen
Company, Ltd. (“Cohen”), located at 151 North Franklin Street, Suite 575, Chicago, IL 60606, serves as the independent
registered public accounting firm of the Fund. Cohen has advised the Fund that, to the best of its knowledge and belief, its professionals
did not have any direct or material indirect ownership interest in the independent registered public accounting firm inconsistent with
independent professional standards pertaining to independent registered public accounting firms. It is not expected that representatives
Cohen will be present at the Meeting; however, representatives of Cohen are expected to be available by telephone to answer any questions
that may arise and will have the opportunity to make a statement at the Meeting if they desire to do so.
Audit
Fees
The
aggregate fees billed by Cohen for professional services rendered for the annual audit of the Fund’s financial statements for the
fiscal year ended April 30, 2023 and fiscal year ended April 30, 2022 are disclosed below.
Audit-Related
Fees
The
aggregate fees billed by Cohen for assurance and related services reasonably related to the performance of the annual audit of the Fund’s
financial statements and not reported under Audit Fees above for the fiscal year ended April 30, 2023 and fiscal year ended April 30,
2022 are disclosed below.
8
Tax
Fees
For
the fiscal year ended April 30, 2023 and fiscal year ended April 30, 2022, the aggregate fees billed by Cohen for tax compliance, tax
advice, and tax planning with respect to the Fund were as follows:
All
Other Fees
For
the fiscal year ended April 30, 2023 and fiscal year ended April 30, 2022, the following fees were billed by Cohen for services other
than the fees reported above.
Pre-approval
Policies and Procedures; Adviser Affiliates
The
Board’s Audit Committee must pre-approve the audit and non-audit services of the independent registered public accounting firm
prior to its engagement. During its regularly scheduled meetings, the Audit Committee pre-approves all audit, audit-related, tax and
other services to be provided by Cohen to the Fund. All “tax fees” and “other fees” as disclosed above were pre-approved
by the Board. As shown above, there were no “audit-related fees.”
All
of the hours expended on Cohen’s engagement to audit the Fund’s financial statements for the most recent fiscal year were
attributed to work performed by Cohen’s full-time, permanent employees.
Aggregate
Non-Audit Fees
For
the fiscal year ended April 30, 2023 and fiscal year ended April 30, 2022, there were no aggregate non-audit fees billed by Cohen for
services rendered to the Fund, Variant, and any entity controlling, controlled by or under common control with Variant.
Appraisal
Rights
Shareholders
do not have any appraisal rights in connection with this proposal.
Required
Vote
The
affirmative vote of a plurality of shares of the Fund will be required to elect each of the proposed individuals as Trustees. This means
that, provided a quorum is present, the two proposed individuals who receive the highest number of votes cast at the Meeting will be
elected as Trustees. The proposed individuals will be elected even if they receive approval from less than a majority of the votes cast
at the Meeting. Because they are running unopposed, the two proposed individuals are expected to be elected as Trustees, as all individuals
who receive votes in favor will be elected, while votes not cast, or votes to withhold, will have no effect on the election outcome.
THE
BOARD OF TRUSTEES OF THE FUND UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS OF THE FUND VOTE IN FAVOR OF THE TRUSTEE NOMINEES.
9
PART
2
Outstanding
Shares
Only
Shareholders of record at the close of business on January 10, 2024 (the “Record Date”), will be entitled to notice of, and
to vote at, the Meeting. On January 10, 2024, the Fund had shares outstanding and entitled to vote as follows.
Control
Persons and Principal Shareholders
To
the knowledge of the Fund, as of January 10, 2024, no single Shareholder or “group” (as that term is used in Section13(d)
of the Securities Exchange Act of 1934, as amended) beneficially owned more than 5% of the Fund’s outstanding Shares, except as
described in the table below. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities
of the Fund or class or acknowledges the existence of control. A party that controls the Fund or class may be able to significantly affect
the outcome of any item presented to Shareholders for approval.
As
a group, the Trustees and officers of the Fund owned less than 1% of the outstanding shares of the Fund of the Record Date. As a result,
the Trustees and officers as a group are not deemed to control the Fund.
The
following table identifies those Shareholders known to the Fund to own beneficially or of record 5% or more of the voting securities
of the Fund’s shares as of the Record Date. The Fund does not have any knowledge of the identity of the ultimate beneficiaries
of the Shares listed below.
CHARLES
SCHWAB CO INC
211
MAIN ST
SAN
FRANCISCO, CA, 94105
10
PART
3
Who
is Eligible to Vote
Shareholders
of record of the Fund as of the close of business on January 10, 2024 (the “Record Date”) are entitled to vote at the Meeting
and any adjournments thereof. Each whole share is entitled to one vote on each matter on which it is entitled to vote, and each fractional
share is entitled to a proportionate fractional vote. Shares represented by properly executed proxies, unless revoked before or at the
Meeting, will be voted according to the Shareholder’s instructions. If you sign a proxy, but do not fill in a vote, your shares
will be voted to approve the Proposal. If any other business comes before the Meeting, your shares will be voted at the discretion of
the persons named as proxies.
Proposals
by Shareholders
The
Fund does not intend to hold meetings of Shareholders except to the extent that such meetings may be required under the Investment Company
Act of 1940 (the “1940 Act”) or state law. Under the Fund’s Agreement and Declaration of Trust, special meetings of
the Shareholders may be called by the Trustees. To the extent required by the 1940 Act, special meetings of the Shareholders for the
purpose of removing one or more Trustees will be called by the Trustees upon the written request of Shareholders owning at least 10%
of the outstanding shares of all classes entitled to vote.
Proxies,
Quorum and Voting at the Meeting
Shareholders
may use the proxy card provided if they are unable to attend the Meeting in-person or wish to have their shares voted by a proxy even
if they do attend the Meeting. Any Shareholder that has given a proxy to someone has the power to revoke that proxy at any time prior
to its exercise by executing a superseding proxy or by submitting a notice of revocation to the secretary of the Fund. The Fund’s
secretary is Ms. Ann Maurer, and she may be reached at the following address: 235 West Galena Street, Milwaukee, WI 53212. In addition,
although mere attendance at the Meeting will not revoke a proxy, a Shareholder present at the Meeting may withdraw a previously submitted
proxy and vote in-person.
All
properly executed and unrevoked proxies received in time for the Meeting will be voted in accordance with the instructions contained
in the proxies. If no instruction is given on a received proxy, the persons named as proxies will vote the shares represented thereby
in favor of the Proposal described herein and will use their best judgment to vote on such other business as may properly come before
the Meeting or any adjournment thereof.
Telephonic
Voting
. Shareholders may call toll-free at (877) 478-5042, which is also indicated on their proxy card to vote their shares. Shareholders
will need to enter the control number set forth on their proxy card and then will be prompted to answer a series of simple questions.
The telephonic procedures are designed to authenticate a Shareholder’s identity, to allow Shareholders to vote their shares and
to confirm that their instructions have been properly recorded.
Internet
Voting
. Shareholders may submit an “electronic” proxy over the Internet in lieu of returning each executed proxy card.
In order to use this voting feature, Shareholders should go online at vote.proxyonline.com/variant/docs/nichx2024.pdf, which is also
indicated on the Shareholder’s proxy card and enter the control number set forth on the proxy card. Shareholders will be prompted
to follow a simple set of instructions, which will appear on the website.
Quorum
The
holders of one-third of the shares of the Fund present in-person or represented by proxy and entitled to vote shall constitute a quorum
for the transaction of business at the Meeting. For purposes of determining the presence of a quorum, abstentions will be counted as
present, and broker “non-votes”, if applicable, will not be counted as present. Abstentions will have the effect of a “no”
vote for purposes of obtaining the requisite approval of the Proposal. Broker “non-votes” (that is, proxies from brokers
or nominees indicating that such persons have not received instructions from the beneficial owners or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will not count as votes
cast.
11
If
a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the Proposal are not
received, Shareholders may vote to adjourn that Meeting in order to solicit additional proxies. Any adjournment may be held without the
necessity of further notice. A Shareholder vote may be taken on one or more proposals prior to such adjournment if sufficient votes for
its approval have been received and it is otherwise appropriate. Such vote will be considered final regardless of whether the Meeting
is adjourned to permit additional solicitation with respect to any other proposal.
As
provided in the Fund’s Agreement and Declaration of Trust, if the Trustee Nominees receive a plurality of the votes cast at the
Meeting, they shall be elected as Trustees of the Fund.
Method
of Solicitation and Expenses
Your
vote is being solicited by the Board of the Fund. The cost of soliciting proxies, including the costs related to the solicitation of
Shareholders, printing, mailing and tabulation of proxies and the fees of the proxy soliciting agent, will be borne by the Fund. The
Fund has engaged EQ Fund Solutions, a professional proxy solicitation firm, to serve as the proxy soliciting and tabulation agent for
the Meeting and estimates such fees to be approximately $38,800. Those fees do not reflect the costs associated with printing and mailing
of the proxy materials and the costs associated with reimbursing brokerage firms and other financial intermediaries for their expenses
in forwarding proxy materials to the beneficial owners and soliciting them to execute proxies. The Fund expects that the solicitation
will be primarily by mail, but may also include telephone, electronic or other means of communication. If the Fund does not receive your
proxy by a certain time, you may receive a telephone call from the proxy soliciting agent asking you to vote.
Procedures
for Shareholder Communications with the Board
Shareholders
may send communications to the Board of the Fund. Shareholders should send communications intended for the Board by addressing the communication
directly to the Board (or individual Trustee(s)) and/or otherwise clearly indicating in the salutation that the communication is for
the Board (or individual Trustee(s)) and by sending the communication to the Fund’s address for the Trustee(s) at c/o Variant Alternative
Income Fund, 235 W. Galena Street, Milwaukee, WI 53212. Other Shareholder communications received by the Fund not directly addressed
and sent to the Board will be reviewed and generally responded to by management, and will be forwarded to the Board only at management’s
discretion based on the matters contained therein.
Other
Business
While
the Meeting has been called to transact any business that may properly come before it, the only matters that the Board intends to present
is the matter stated in the attached Notice of the Meeting of Shareholders. However, if any additional matters properly come before the
Meeting, and on all matters incidental to the conduct of the Meeting, it is the intention of the persons named in the proxy to vote the
proxy in accordance with their judgment on such matters unless instructed to the contrary.
January
16, 2024
12
PART
4
Proxy
Statement Delivery
“Householding”
is the term used to describe the practice of delivering one copy of a document to a household of Shareholders instead of delivering one
copy of a document to each Shareholder in the household. Shareholders of the Fund who share a common address and who have not opted out
of the householding process should receive a single copy of the Proxy Statement together with the proxy card. If you received more than
one copy of the Proxy Statement, you may elect to household in the future; if you received a single copy of the Proxy Statement, you
may opt out of householding in the future; and you may, in any event, obtain an additional copy of this Proxy Statement by calling (877)
478-5042 or writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212. Copies of this Proxy Statement
and the accompanying Notice of the Meeting are also available at the following website:
vote.proxyonline.com/variant/docs/nichx2024.pdf
.
Organization
and Operation of the Fund
Variant
Alternative Income Fund (the “Fund”) is a Delaware statutory trust that is registered under the Investment Company Act of
1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund operates as an
interval fund pursuant to Rule 23c-3 of the 1940 Act and has adopted a fundamental policy to conduct quarterly repurchase offers at net
asset value. The Fund was organized as a Delaware statutory trust on April 6, 2018 and commenced operations on October 1, 2018.
Variant
Investments, LLC, located at 10300 SW Greenburg Road, Suite 308, Portland, OR 97223, serves as the investment adviser to of the Fund.
UMB Fund Services, Inc. (“UMBFS”), located at 235 West Galena Street, Milwaukee, WI 53212, serves as the Fund’s administrator
and provides administrative services to assist with the Fund’s operational needs, including performing all actions related to the
issuance and repurchase of shares of the Fund. UMBFS also serves as the Fund’s transfer agent and registrar. UMB Bank, n.a., located
at 1010 Grand Blvd., Kansas City, MO 64106, serves as Fund’s custodian. The Fund’s custodian is an affiliate of UMBFS, which
serves as the Fund’s administrator. UMB Distribution Services, LLC, located at 235 West Galena Street, Milwaukee, WI 53212, serves
as principal underwriter and distributor of the Fund.
Fiscal
Year
The
fiscal year-end of the Fund is April 30.
13
EXHIBIT
A
AUDIT
COMMITTEE CHARTER
Pursuant
to the Bylaws of Variant Alternative Income Fund (the “Fund”), the Board of Trustees (the “Board”) of the Fund
hereby establishes an Audit Committee (the “Committee”) to oversee the financial reporting process and internal controls
of the Fund. The Board further adopts the following as the governing principles of the Committee.
Membership
.
The
Committee shall consist of each member of the Board who is not an “interested person” of the Fund (a “disinterested
director”) as that term is defined under the Investment Company Act of 1940, as amended (the “1940 Act”); provided,
however, that no disinterested director shall serve on the Committee if he or she has accepted any compensation from the Fund, its Adviser,
any affiliated person of the Fund, or any affiliated person of such a person, other than in his or her capacity as a member of the Board,
a member of the Committee, or a member of any other committee of the Board. The Committee shall elect from its own members a Chairperson,
who shall preside over each meeting of the Committee.
Principal
Responsibilities
.
The
principal responsibilities of the Committee shall include:
The
function of the Committee is oversight. The Fund’s management is responsible for (i) the preparation, presentation and
integrity of the Fund’s financial statements, (ii) the maintenance of appropriate accounting and financial reporting
principles and policies and (iii) the maintenance of internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The Fund’s independent auditor is responsible for planning and carrying out a
proper audit and review.
Recommendation
of Independent Auditors
.
In
connection with the selection of the Fund’s independent auditor, the Committee shall consider the auditor’s: (a) basic approach
and techniques; (b) knowledge and experience in the industry and other investment companies serviced by the firm; (c) procedures followed
to assure the firm’s independence; (d) policy regarding rotation of personnel assigned to the engagement; and (e) other quality
control procedures. The Committee shall also consider the nature and quality of other services offered by the firm, the firm’s
manner of communicating weaknesses noted in the Fund’s internal control system, the basis for determining its fees, and management’s
attitude toward the firm.
Operation
of the Committee
.
●The
Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require.
●
The Committee shall report its activities to the full Board on a regular basis and will make such recommendations as the Committee
may deem necessary or appropriate to the Board or Fund management.
●The
Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.
●The
Committee shall periodically review all procedures adopted by the Fund relating to the Fund’s financial statements, including
those procedures (if any) relating to: (i) the valuation of securities and the computation of the Fund’s net asset value; (ii)
the valuation of securities for which market quotations are not readily available (including Rule 144A securities); and (iii) the
pricing services used by the Fund.
Effective:
March 2018
A-
1
EXHIBIT
B
NOMINATING
COMMITTEE CHARTER
The
Nominating Committee (the “Committee”) of the Board of Directors of the Variant Alternative Income Fund (the “Fund”)
shall consist of such Directors of the Fund as may be selected from time to time by the Board, none of whom shall be “interested
persons” (the “Independent Directors”) as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the “Act”). The duties and powers of the Committee are to select and nominate the appropriate number of candidates for election
or appointment as members of the Board of Directors and recommend any appropriate changes to the Board for consideration.
In
connection with the identification, selection and nomination of candidates to the Board of Directors, the Committee shall evaluate the
qualifications of candidates for Board membership and their independence from the Fund’s Adviser and other principal service providers.
The Committee shall consider the effect of any relationships beyond those delineated in the Act that might impair independence (
e.g.
,
business, financial or family relationships with the Fund’s Adviser or other service providers). Persons selected as Independent
Directors must not be “interested persons” as defined under the Act. Specific qualifications shall be based on the needs
of the Board at the time of the nomination.
The
Committee shall accept and review shareholder nominations for Directors. A shareholder nomination for Director may be submitted to the
Fund by sending the nomination to the Fund’s Secretary. The Secretary shall submit all nominations to the Committee. The Committee
shall assess shareholder nominees in the same manner it reviews its own nominations.
Any
changes to the shareholder nomination procedures shall be approved by the Board of Directors, including a majority of its Independent
Directors, and reported on the Fund’s next filing on Form N-CSR.
The
Committee shall meet as requested by the Fund’s Chairman. The Committee shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to retain special counsel and other experts or consultants at the expense of the Fund.
The Committee shall report all of its actions to the Board of Directors at its next meeting following such actions. The Committee shall
review this Charter from time to time as it deems appropriate, and recommend any changes to the full Board of Directors.
Effective:
March 2018
B-
1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[]
Preliminary Proxy Statement
[]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive Proxy Statement
[]
Definitive Additional Materials
[]
Soliciting Material Pursuant to 240.14a-12
[X]
No
fee required.
[]
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title
of each class of securities to which transaction applies:
(2)
Aggregate
number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
[]
Fee
paid previously with preliminary materials.
[]
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the date of its filing.
(1)
Amount
previously paid:
(2)
Form,
schedule or registration statement no.:
(3)
Filing
party:
(4)
Date
filed:
(NICHX)
/s/
David G. Lee
David
G. Lee
Chairman
and Trustee
Q.
Why
am I receiving this proxy statement?
A.
You
are being asked to vote on a proposal (“Proposal”) to elect two (2) individuals
to the Board of Trustees (the “Board”) of Variant Alternative Income Fund (the
“Fund”). The current Trustees of the Fund, a majority of whom are not “interested
persons” (as defined in the Investment Company Act of 1940, as amended (the “1940
Act”)), have unanimously recommended that each proposed individual be submitted to
the Fund’s shareholders for election at the special meeting of shareholders (the “Meeting”).
The 1940 Act requires a certain percentage of the Trustees of the Fund to have been elected
by shareholders and that such elections occur before the Board can appoint any new Trustee
to fill vacancies or expand the Board. The Board recommends that you vote for the Proposal
in order to seat the Fund’s advisory Board member as a Trustee, to elect a current
Trustee of the Fund and to facilitate future compliance with the requirements of the 1940
Act.
Q.
Who
is eligible to vote?
A.
Any
person who owned shares of the Fund on the “Record Date,” which was January 10,
2024 (even if that person has since sold those shares).
Q.
Who
are the nominees proposed for election as Trustees?
A.
Standing
for election to the Board are two nominees, Gary E. Shugrue and Terrance P. Gallagher. Mr.
Shugrue has served as an advisory board member of the Fund since December 2018. Mr. Gallagher
has served as a Trustee, who is an “interested person” as defined in Section
2(a)(19) under the 1940 Act (“Interested Trustee”), of the Fund since June 2020.
Information about Mr. Shugrue and Mr. Gallagher is set forth in the enclosed proxy statement
(the “Proxy Statement”).
Q.
How
many of the proposed individuals will be Independent Trustees if elected?
A.
If
elected by shareholders, one (1) of the proposed individuals will not be considered to be
an “interested person” (as such term is defined in the 1940 Act) of the Fund
(the “Independent Trustee”). If elected by shareholders, Mr. Shugrue will be
an Independent Trustee of the Fund. Independent Trustees play a critical role in overseeing
Fund operations and representing the interests of shareholders.
Q.
When
will the new Trustees take office?
A.
The
Incumbent Trustee, Mr. Gallagher, is currently a Trustee of the Fund and is expected to continue
serving as a Trustee regardless of whether he is elected by shareholders at the Meeting.
If elected by shareholders at the Meeting, it is expected that Mr. Shugrue will cease serving
as an advisory Board member and assume the role of Trustee of the Fund shortly after the
Meeting.
Q.
How
long will each Trustee serve?
A.
If
elected, each Trustee Nominee will serve for a term of indefinite duration until his successor
is elected and qualified, or his earlier death, resignation or removal, or until declared
bankrupt or incompetent by a court of appropriate jurisdiction. If a Trustee Nominee should
be unable to serve, an event that is not currently anticipated, shareholders will vote for
such replacement Trustee Nominee as may be designated by the Board.
Q.
Will
the Fund pay for the proxy solicitation and related legal costs?
A.
Yes.
These costs will be borne by the Fund.
Q.
How
does the Board recommend that I vote?
A.
The
current members of the Board, including all of the Independent Trustees, recommend that you
vote in favor of the Proposal.
Q.
What
shareholder vote is required for the Trustee Nominees to the Board to be approved?
A.
If
a quorum is present, a plurality of the votes cast shall be sufficient to approve the Proposal.
A “plurality of votes cast” means that those nominees receiving the two highest
numbers of affirmative votes cast, whether or not such votes constitute a majority, will
be elected at the Meeting. For purposes of electing Trustees, not voting or withholding your
vote by voting “abstain” (or a direction to your broker, bank or other nominee
to withhold your vote, called a “broker non-vote”) is not counted as a vote cast,
and therefore will have no effect on the outcome of the election of directors.
Q.
I
have only a few shares does my vote matter?
A.
Your
vote is important. If many shareholders choose not to vote, the Fund might not receive enough
votes to reach a quorum to hold the Meeting. If it appears that there will not be a quorum,
the Fund would have to send additional mailings or otherwise solicit shareholders to try
to obtain more votes.
Q.
What
is the deadline for submitting my vote?
A.
We
encourage you to vote as soon as possible to make sure that the Fund receives enough votes
to act on the Proposal. Unless you attend the Meeting to vote in-person, your vote (cast
by Internet, telephone or paper proxy card as described below) must be received by the Fund
for the Meeting by 2:00 p.m. Eastern Time on February 26, 2024.
Q.
How
can I vote?
A.
Instructions
for voting by touch-tone telephone or via the internet:
1.
Read
the Proxy Statement, and have your proxy card handy.
2.
Call
the toll-free number or visit the website indicated on your proxy card.
3.
Enter
the number found in the shaded box on the front of your proxy card.
4.
Follow
the recorded or on-line instructions to cast your vote.
Q.
Who
should I call if I have questions?
A.
If
you have any questions regarding the Proposal or the voting process, please call our proxy
solicitation agent, EQ Fund Solutions, toll-free at (877) 478-5042.
Q.
How
should I sign the proxy card?
A.
You
should sign your name exactly as it appears on the proxy card. Unless you have instructed
otherwise, either owner of a joint account may sign the card, but again, the owner must sign
the name exactly as it appears on the card. The proxy card for accounts of which the signer
is not the owner should be signed in a way that indicates the signer’s authorityfor
example, “Mary Smith, Custodian.”
235 West Galena Street
Milwaukee, WI 53212
To be held February 26, 2024
/s/
Ann Maurer
Ann
Maurer
Secretary
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
February 26, 2024
Proposal
Description
1
To
elect two (2) trustees to the Board, and
2
To
transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
DESCRIPTION OF PROPOSAL 1
ELECTION OF TRUSTEES
Name
,
Address*
and Age
Position
(
s
)
Held with
the Fund
Term
of
Office/Length
of Time
Served
Principal
Occupation
(
s
)
and
Other Trusteeships Held
Past 5 Years
Number
of
Portfolios in
Fund Complex
Overseen**
Independent
Trustee Nominee
Gary
E. Shugrue
Year of Birth: 1954
Trustee
Nominee and Advisory Board Member
Since
December 2018
Retired
(since 2023); Managing Director, Veritable LP (investment advisory firm) (2016-2023); Founder/President, Ascendant Capital Partners,
LP (private equity firm) (2001 2015).
16
Incumbent
Trustee Nominee
Year of Birth: 1958
Trustee
Nominee and Interested Trustee
Since
June 2020
17
*
The address of
the Trustee Nominees, if elected, will be c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, WI 53212.
**
The fund complex consists
of the Fund, Keystone Private Income Fund, AFA Private Credit Fund, Agility Multi-Asset Income Fund, Aspiriant Risk-Managed Capital
Appreciation Fund, Aspiriant Risk-Managed Real Assets Fund, First Trust Hedged Strategies Fund, First Trust Alternative
Opportunities Fund, First Trust Private Assets Fund, First Trust Private Credit Fund, First Trust Real Assets Fund, Infinity Core
Alternative Fund, Felicitas Private Markets Fund, Variant Impact Fund, Destiny Alternative Fund LLC, Destiny Alternative Fund (TEI)
LLC and Pender Real Estate Credit Fund.
***
Mr.
Gallagher is deemed to be an interested person of the Fund because of his affiliation with the Fund’s administrator, UMB Fund Services,
LLC (the “Administrator”).
Name,
Address*
and Age
Position(s)
With the
Fund
Length
of
Time
Served
(1)
Principal
Occupation During Past Five Years
Number
of
Portfolios in
Fund Complex
Overseen**
Independent
Trustees
David
G. Lee
Year of Birth: 1952
Chairman
and Trustee
Chairman
since May 2019; Trustee since Inception
Retired
(since 2012); President and Director, Client Opinions, Inc. (2003 2012); Chief Operating Officer, Brandywine Global Investment
Management (1998 2002).
17
Robert
Seyferth
Year of Birth: 1952
Trustee
Since
Inception
Retired
(since 2009); Chief Procurement Officer/Senior Managing Director, Bear Stearns/JP Morgan Chase (1993 2009).
17
(1)
Each
trustee of the Fund serves for an indefinite term until the date his successor is elected
and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified.
*
The
address of each trustee is c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee,
WI 53212.
**
The
fund complex consists of the Fund, Keystone Private Income Fund, AFA Private Credit Fund,
Agility Multi-Asset Income Fund, Aspiriant Risk-Managed Capital Appreciation Fund, Aspiriant
Risk-Managed Real Assets Fund, First Trust Hedged Strategies Fund, First Trust Alternative
Opportunities Fund, First Trust Private Assets Fund, First Trust Private Credit Fund, First
Trust Real Assets Fund, Infinity Core Alternative Fund, Felicitas Private Markets Fund, Variant
Impact Fund, Destiny Alternative Fund LLC, Destiny Alternative Fund (TEI) LLC and Pender
Real Estate Credit Fund.
Name,
Address* and Age
Position(s)
With the Fund
Length
of Time Served
(1)
Principal
Occupation During Past Five Years
Year of Birth: 1968
President
Since
Inception
Principal,
Variant Investments, LLC (2017 Present); Director of Fixed Income, CTC myCFO, LLC (investment advisory firm) (2010-2016).
Year of Birth: 1970
Treasurer
Since
Inception
Principal,
Variant Investments, LLC (2017 Present); Chief Investment Strategist, CTC myCFO, LLC (investment advisory firm) (2006-2016).
Ann
Maurer
Year of Birth: 1972
Secretary
Since
September 2018
Senior
Vice President, Director of Product and Pricing (2023-Present); Senior Vice President, Product and Pricing Manager (2021-2023); Senior
Vice President, Senior Client Service Manager (2017 2021), UMB Fund Services, Inc.
Chief
Compliance Officer
Since
July 2021
Director,
Vigilant Compliance, LLC (investment management solutions firm) (2018-Present); Director of Compliance and Operations, B. Riley Capital
Management, LLC (investment advisory firm) (2017-2018); Chief Compliance Officer, Dialectic Capital Management, LP (investment advisory
firm) (2008-2018).
(1)
Each
officer of the Fund serves for an indefinite term until the date his or her successor is
elected and qualified, or until he or she sooner dies, retires, is removed or becomes disqualified.
*
The
address of each officer is c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee,
WI 53212.
Name
of Trustee
Aggregate
Compensation from the Fund
Total
Compensation from the Fund Complex
(1)
David
G. Lee
$31,731
$261,638
Robert
Seyferth
$31,731
$261,638
Terrance
P. Gallagher*
(2)
None
None
Name
of Advisory Board Member
Aggregate
Compensation from the Fund
Total
Compensation from the Fund Complex
(1)
Gary
E. Shugrue
$31,731
$261,638
*
Indicates
an Interested Trustee.
(1)
The
fund complex consists of the Fund, Keystone Private Income Fund, AFA Private Credit Fund, Agility Multi-Asset Income Fund, Aspiriant
Risk-Managed Capital Appreciation Fund, Aspiriant Risk-Managed Real Assets Fund, First Trust Hedged Strategies Fund, First Trust
Alternative Opportunities Fund, First Trust Private Assets Fund, First Trust Private Credit Fund, First Trust Real Assets Fund, Infinity
Core Alternative Fund, Felicitas Private Markets Fund, Variant Impact Fund, Destiny Alternative Fund LLC, Destiny Alternative Fund
(TEI) LLC and Pender Real Estate Credit Fund.
(2)
Mr.
Gallagher is compensated by the Fund’s Administrator and/or its affiliates and is not separately compensated by the Fund.
Name
of Trustee Nominee
Shares of the Fund
Terrance
P. Gallagher
None
None
Gary
E. Shugrue
None
None
2023
2022
$250,750
$245,000
2023
2022
$0
$0
2023
2022
$9,000
$7,000
2023
2022
$0
$0
INFORMATION ABOUT OWNERSHIP OF SHARES OF THE FUND
Fund
Shares
Outstanding
and
Entitled to Vote
Institutional
Class Shares
103,587,493
Name
and Address of Beneficial Owner
Number
of Shares Beneficially Owned
Percentage
of Ownership
62,853,946
60.68%
INFORMATION ON PROXY VOTING AND THE operation of the MEETING
OTHER MATTERS
●
Recommending
which firm to engage as the Fund’s independent auditor as required by Section 32 of
the 1940 Act, and whether to terminate this relationship.
●
Reviewing
the independent auditor’s compensation, the proposed scope and terms of its engagement,
and its independence.
●
Pre-approving
all audit and permitted non-audit services the independent auditor provides to the Fund,
and all services that the independent auditor provides to the Fund’s Adviser(s) and
Adviser affiliates (whether or not directly related to the Fund’s operations and financial
reporting); except that (a) services provided to a sub-advisor whose role is primarily portfolio
management and is sub-contracted or overseen by another Adviser, and (b) de minimis non-audit
services, shall not require pre-approval.
●
Serving
as a channel of communication between the independent auditor and the Board.
●
Reviewing
the results of each external audit, including any qualifications in the independent auditors’
opinion, any related management letter, management’s responses to recommendations made
by the independent auditor in connection with the audit, reports submitted to the Committee
by the internal auditing department of the Fund that are material to the Fund as a whole,
if any, and management’s
responses to any such reports.
●
Reviewing
any significant disputes between the Fund’s management and the independent auditor
that arose in connection with the preparation of the Fund’s audited financial statements
and any unusual circumstances reflected in those financial statements.
●
Considering,
in consultation with the independent auditor and the Fund’s senior internal accounting
executive, if any, the independent auditor’s report on the adequacy of the Fund’s
internal financial controls.
●
Reviewing,
in consultation with the Fund’s independent auditor, major changes regarding auditing
and accounting principles and practices to be followed when preparing the Fund’s financial
statements.
●
Reviewing
the procedures employed by the Fund in preparing published financial statements and related
management commentaries.
●
Reviewing
and, where warranted, investigating allegations of misconduct affecting the Fund’s
accounting, auditing or financial reporting operations, where such allegations are either
brought to the Committee’s attention in writing or are otherwise actually known, or
the Committee suspects such misconduct.
