(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and principal
financial and accounting officer.
Item
3. Audit Committee Financial Expert.
(a)(1)
The Registrant has an audit committee financial expert serving on its audit
committee.
(2) The audit committee financial expert is Rohit
Baghat and he is “independent” as defined under the relevant Securities and
Exchange Commission Rules and Releases.
Item
4. Principal Accountant Fees and Services.
The
aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant’s annual
financial statements or for services that are normally provided by the
principal accountant in connection with statutory and regulatory filings or
engagements were $33,010 for the fiscal year ended March 31, 2022 and $0 for
the fiscal year ended March 31, 2021.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of Item 4.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant's investment
adviser and any entity controlling, controlled by or under common control with
the investment adviser that provides ongoing services to the registrant that are
reasonably related to the performance of the audit of their financial
statements.
There
were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant for tax compliance, tax
advice and tax planning.
There
were no fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant for tax
compliance, tax advice and tax planning.
There
were no fees paid to the principal accountant for products and services rendered
by the principal accountant to the registrant other than the services reported
in paragraphs (a)-(c) of Item 4.
The
aggregate fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant other than
the services reported in paragraphs (a)-(c) of Item 4 were $243,743 for the
fiscal year ended March 31, 2022 and $0 for the fiscal year ended March 31, 2021.
The services for which these fees were paid included professional services
relating to the readiness assessment over Greenhouse Gas Emissions and Energy,
professional fees in connection with determining the feasibility of a U.S.
direct lending structure, fees in connection with license for employee development
tool Pro Edge, and professional fees in connection with SOC 1 Reports.
(e) (1) The registrant’s audit committee is directly
responsible for approving the services to be provided by the auditors,
including:
(i) pre-approval of all audit and audit related
services;
(ii) pre-approval of all non-audit related
services to be provided to the Fund by the auditors;
(iii) pre-approval of all non-audit related services
to be provided to the registrant by the auditors to the registrant’s investment
adviser or to any entity that controls, is controlled by or is under common
control with the registrant’s investment adviser and that provides ongoing
services to the registrant where the non-audit services relate directly to the
operations or financial reporting of the registrant; and
(iv) establishment by the audit committee, if
deemed necessary or appropriate, as an alternative to committee pre-approval of
services to be provided by the auditors, as required by paragraphs (ii) and
(iii) above, of policies and procedures to permit such services to be
pre-approved by other means, such as through establishment of guidelines or by
action of a designated member or members of the committee; provided the policies
and procedures are detailed as to the particular service and the committee is
informed of each service and such policies and procedures do not include
delegation of audit committee responsibilities, as contemplated under the
Securities Exchange Act of 1934, to management; subject, in the case of (ii)
through (iv), to any waivers, exceptions or exemptions that may be available
under applicable law or rules.
(e)
(2) None of the services provided to the registrant described in paragraphs
(f)
No disclosures are required by this Item 4(f).
(g)
The aggregate non-audit fees paid to the principal accountant for services
rendered by the principal accountant to the registrant and the registrant’s
investment adviser and any entity controlling, controlled by or under common
control with the investment adviser that provides ongoing services to the
registrant were $243,743 for the fiscal year ended March 31, 2022 and $0 for
the fiscal year ended March 31, 2021.
(h)
The registrant’s audit committee of the board 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. N/A
Item
6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies. N/A
Item 8. Portfolio Managers
of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
N/A
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.
Item
11. Controls and Procedures.
(a)
Evaluation
of Disclosure Controls and Procedures. The Registrant maintains disclosure
controls and procedures that are designed to provide reasonable assurance that
information required to be disclosed in the Registrant’s filings under the
Securities Exchange Act of 1934, as amended, and the Investment Company Act of
1940 is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the Securities and Exchange Commission.
Such information is accumulated and communicated to the Registrant’s
management, including its principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
The Registrant’s management, including the principal executive officer and the
principal financial officer, recognizes that any set of controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.
Within 90 days
prior to the filing date of this Shareholder Report on
Form N-CSR, the Registrant had carried out an evaluation, under the
supervision and with the participation of the Registrant’s management,
including the Registrant’s principal executive officer and the Registrant’s
principal financial officer, of the effectiveness of the design and operation
of the Registrant’s disclosure controls and procedures. Based on such
evaluation, the Registrant’s principal executive officer and principal
financial officer concluded that the Registrant’s disclosure controls and
procedures are effective.
(b)
Changes
in Internal Controls. There have been no changes in the Registrant’s
internal control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect the internal control over financial reporting.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment
Company. N/A
(a)(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew
T. Hinkle, Chief Executive Officer - Finance and Administration, and Vivek Pai,
Chief Financial Officer and Chief Accounting Officer
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of Matthew T. Hinkle, Chief
Executive Officer - Finance and Administration, and Vivek
Pai, Chief Financial Officer and Chief Accounting Officer
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.
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer – Finance and Administration
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 S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer – Finance and Administration
By S\VIVEK
PAI________________________
Chief Financial Officer
and
Chief Accounting Officer