(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 Mary C. Choksi, and she is
"independent" as defined under the relevant Securities and Exchange
Commission Rules and Releases.
Item
4. Principal Accountant Fees and Services.
(a) Audit Fees
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 $689,121 for the fiscal year ended February 29, 2024 and $676,594 for the fiscal year ended February 28, 2023.
(b) Audit-Related Fees
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.
(c) Tax Fees
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.
The aggregate 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 were $70,000 for the fiscal year ended February 29, 2024, and $70,000 for the fiscal year ended February 28, 2023. The services for which these fees were paid included global access to tax platform International Tax View.
(d) All Other Fees
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 not reported in paragraphs (a)-(c) of Item 4 were $158,426 for the fiscal year ended February 29, 2024 and $245,711 for the fiscal year ended February 28, 2023. The services for which these fees were paid included professional fees in connection with SOC 1 Reports, fees in connection with a license for accounting and business knowledge platform Viewpoint, fees in connection with a license for employee development tool ProEdge,
professional fees relating to security counts and professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy.
(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 (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(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 $228,426 for the fiscal year ended February 29, 2024 and $315,711 for the fiscal year ended February 28, 2023.
(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-CSRS, 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
Item 13. Recovery of Erroneously Awarded Compensation.
(a)(2) Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer -
Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief
Accounting Officer and Treasurer
(a)(2)(1) There were no written solicitations to
purchase securities under Rule 23c-1 under the Act sent or given during the
period covered by the report by or on behalf of the Registrant to 10 or more
persons.
(a)(2)(2) There was no change in the Registrant’s
independent public accountant during the period covered by the report.
(b) Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer -
Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief
Accounting Officer and Treasurer
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\CHRISTOPHER KINGS _________________
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\CHRISTOPHER KINGS _________________
Chief Executive Officer - Finance and
Administration
By S\JEFFREY WHITE______________________
Chief Financial Officer, Chief Accounting Officer
and Treasurer
