A3 ALTERNATIVE INCOME FUND OPERATING EXPENSES LIMITATION AGREEMENT

A3 ALTERNATIVE INCOME FUND

OPERATING EXPENSES LIMITATION AGREEMENT

A3 FINANCIAL INVESTMENTS, LLC

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) by and between A3 ALTERNATIVE INCOME FUND, a Delaware statutory trust (the “Fund”) and the adviser, A3 FINANCIAL INVESTMENTS, LLC (the “Adviser”).

WITNESSETH:

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of a Management Agreement between the Fund and the Adviser dated as of May __, 2021 (the “Management Agreement”); and

WHEREAS, the Fund is responsible for, and has assumed the obligation for, payment of certain expenses pursuant to the Management Agreement that have not been assumed by the Adviser; and

WHEREAS, the Adviser desires to limit the Fund’s Operating Expenses (as that term is defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions of this Agreement, and the Fund desires to allow the Adviser to implement those limits;

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intending to be legally bound hereby, mutually agree as follows:

1. Limit on Operating Expenses. The Adviser hereby agrees to limit the Fund's current Operating Expenses to 1.95% per annum of the Fund’s average daily net assets (the "Annual Limit"). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed the respective Annual Limit, the Adviser will, as needed, waive its fees and pay to the Fund, on a monthly basis, the excess expense within 30 days of being notified that an excess expense payment is due.

2. Definition. For purposes of this Agreement, the term “Operating Expenses” with respect to the Fund, is defined to include all expenses necessary or appropriate for the operation of the Fund and including the Adviser’s investment advisory or management fee detailed in the Management Agreement, but does not include (i) interest expenses and dividends on short sales, and any fees and expenses incurred in connection with credit facilities including any commitment fees on borrowings, if any, obtained by the Fund; (ii) transaction costs and other expenses incurred in connection with the acquisition, financing, maintenance, and disposition of the Fund’s investments and prospective investments, including without limitation bank and custody fees, brokerage commissions, legal, data, consulting and due diligence costs, servicing and property management costs, collateral valuations, liquidation and custody costs; (iii) acquired fund fees and expenses; (iv) taxes; and (v) extraordinary expenses including but not limited to litigation costs.

A-1 

3. Reimbursement of Fees and Expenses. The Adviser retains its right to receive reimbursement of any excess expense payments paid by it pursuant to this Agreement for three years from the date on which the waiver or reimbursement occurs, if such reimbursement can be achieved within the lesser of the Annual Limit or the expense limits in place at the time of recoupment. The Adviser’s right to receive such reimbursement shall survive the termination of either this Agreement or the Management Agreement.

4. Term. This Agreement as to the Fund shall become effective on the date of execution and shall remain in effect until January 31, 2022, unless sooner terminated as provided in Paragraph 5 of this Agreement. The Agreement may be extended by us for successive twelve-month periods, provided that such extension is approved by a majority of the Trustees of the Trust.

5. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Board of Trustees of the Fund, on behalf of the Fund, upon sixty (60) days’ written notice to the Adviser. This Agreement may not be terminated by the Adviser without the consent of the Board of Trustees of the Fund. This Agreement will automatically terminate, with respect to the Fund if the Management Agreement for the Fund is terminated, with such termination effective upon the effective date of the Management Agreement’s termination for the Fund.

6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940 and any rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

A3 ALTERNATIVE INCOME FUND			A3 FINANCIAL INVESTMENTS, LLC
By:	/s/Xxxxxxx X. Xxxxx		By:	/s/Xxxxxxx X. Xxxxx
Name:	Xxxxxxx X. Xxxxx		Name:	Xxxxxxx X. Xxxxx
Title:	President		Title:	Principal
Date:	5/7/2021		Date:	5/7/2021

A-2