UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number 811-23874

 

(Exact name of registrant as specified in charter)

 

c/o Buena Capital Advisors, LLC

2261 Market Street #5190

San Francisco, CA 94114

(Address of principal executive offices)

 

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(Name and address of agent for service)

 

Registrant’s telephone number, including area code: (800) 535-7096

 

Date of fiscal year end: March 31

Date of reporting period: March 5, 2024 - March 31, 2024

 

Explanatory Note: The registrant is filing this amendment to its filing on Form N-CSR for the year ended March 31, 2024, which was originally filed with the Securities and Exchange Commission on June 6, 2024 (Accession Number 0001976685-24-000190) to include certifications pursuant to the Sarbanes-Oxley Act of 2002.

Item 1. Reports to Stockholders.

(a)

 

 

Annual Report

March 31, 2024

 

Table of Contents

 

 

Letter To Shareholders

 

Dear Shareholder,

  

Buena Capital Advisors, LLC is pleased to provide the audited annual financial statements for the Institutional Investment Strategy Fund (the “Fund”) for the fiscal period that ended March 31, 2024.

  

This fiscal period included less than one month of performance since launching the Fund on March 5, 2024. The environment during this period was broadly defined by market expectations for reductions in the Federal Reserve benchmark rate, coupled with positive sentiment around economic growth and anticipated corporate earnings. Against this backdrop, the Fund steadily increased equity investments while maintaining a higher exposure to cash and short duration Treasury funds, reflecting a more cautious stance around interest rate expectations.

  

Over the fiscal period, the Fund’s Class I shares (XIVYX) delivered a net total return of +2.10%.* The Fund’s early performance benefited from strong equity markets during the partial month.

  

The Fund’s assets remained invested in U.S. equities, short duration Treasury funds, and cash through March 31, 2024. Following the end of the fiscal period, the Fund made initial private market investments into third party asset managers. These investments will add exposure across a range of private equity strategies as well as corporate lending. A complete listing of the Fund’s investments at March 31, 2024 can be found in the Schedule of Investments.

  

On behalf of the Buena Capital team, we thank you for your interest and investment in the Fund. We anticipate expanding the Fund into a wider range of public and private opportunities over the coming year, and we are excited and honored to be making investments on your behalf.

  

Sincerely,

Wendy Li

Chief Investment Officer

Buena Capital Advisors, LLC

 

The views expressed in this letter are exclusively those of the Fund’s investment adviser, Buena Capital Advisors, LLC as of March 31, 2024. Any such views are subject to change at any time based on market or other conditions, and the Fund disclaims any responsibility to update such views. These views are not intended to be a forecast of future events, a guarantee of future results or advice. These views are intended to assist in understanding the Fund’s investment methodology. Because investment decisions for the Fund are based on numerous factors, these views may not be relied upon as an indication of trading intent on behalf of the Fund. The information contained herein has been prepared from sources believed to be reliable but is not guaranteed by the Fund as to its accuracy or completeness. The performance data quoted here represents past performance.  Past performance is not indicative of future results.  Current performance may be lower or higher than the performance data quoted above. Investment return and principal value will fluctuate, so that shares, when redeemed, may be worth more or less than their original cost.  There is no assurance that the Fund’s investment objective will be achieved.  Please read the Fund’s Prospectus carefully before investing.  The Fund may not be suitable for all investors.

 

Fund Performance

 

*The Fund commenced operations on March 5, 2024. The performance data above represents past performance that is not predictive of future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when sold, may be worth more or less than their original cost. Returns are historical and include changes in principal and reinvested dividends and capital gains and do not reflect the effect of taxes. The Buena Blended Index, S&P 500 Index, and Bloomberg US Aggregate Bond Index are unmanaged indices and, unlike the Fund, have no management fees or operating expenses to reduce their reported returns. The Fund does not seek to achieve performance that is comparative to an index.

 

  

  

  

  

 

Schedule of Investments

 

 

 See accompanying Notes to Financial Statements

 Statement of Assets and Liabilities

 

 See accompanying Notes to Financial Statements

Statement of Operations

 

 

 See accompanying Notes to Financial Statements

Statement of Changes in Net Assets

 

 

 See accompanying Notes to Financial Statements

Financial Highlights

 

 

 

 See accompanying Notes to Financial Statements

  

  

  

  

  

  

  

  

  

  

  

  

  

 

  

  

 

  

  

  

  

 

(i) Distributions to Shareholders

The Fund intends to distribute all of its net investment income, any excess of net short-term capital gains over net long-term capital losses, and any excess of net long-term capital gains over net short-term capital losses in accordance with the timing requirements imposed by the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") and therefore should not be required to pay any federal income or excise taxes. Distributions of net investment income will be made annually and net capital gain will be made after the end of each fiscal year, and no later than December 31 of each year. Both types of distributions will be in shares of the Fund unless a shareholder elects to receive cash.

 

 

(k) Commitments and Contingencies

In the normal course of business, the Fund enters into contracts that provide general indemnifications by the Fund to the counterparty to the contract. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote. The Fund has determined that none of these arrangements requires disclosure on the Fund’s statement of assets and liabilities.

 

(l) Contributions Made in Advance

Contributions made in advance represent amounts paid to closed end funds and BDCs for an investment in their respective companies with an effective date after March 31, 2024.

  

  

Pursuant to an Investment Advisory Agreement between the Fund and the Buena Capital Advisors, LLC (the "Adviser"), the Adviser, among other things, manages the investment and reinvestment of the Fund’s assets; executes and delivers all documents relating to the investments of the Fund and the placing of orders for purchases and sales of portfolio investments; and reviews, supervises, and administers the Fund’s investments consistent with the Fund’s objectives and strategies. In consideration of the advisory services provided by the Adviser to the Fund, the Adviser is entitled to a base management fee.  The base management fee (the "Advisory Fee") is calculated daily and payable monthly in arrears at the annual rate of 0.75% of the Fund’s average daily net assets during such period. For the fiscal period ended March 31, 2024, the Adviser earned $915.

 

The Adviser agrees to pay all expenses incurred by the Fund except for the Advisory Fee, interest, taxes, brokerage commissions and other expenses incurred in placing or settlement of orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the Trust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.

 

The Adviser shall be responsible for all reasonable costs and expenses associated with any special meetings of the Fund or shareholders convened for the primary benefit of the Adviser (the legal fees associated with preparing a proxy statement and associated mailing and solicitations costs).

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

 The following table summarizes the inputs used to value the Fund's investments at March 31, 2024:

 

  

  

  

  

 

  

 

The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations. During the period ended March 31, 2024, the Fund did not incur any interest or penalties.

  

  

There were no adjustments made on the Statement of Assets and Liabilities as of March 31, 2024 for permanent book/tax differences.

  

 

 

  

  

 

  

  

  

  

  

  

 

Note 10 –– Control and Ownership

 

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates a presumption of control of the Fund, under section 2(a)(9) of the Investment Company Act of 1940, as amended. As of March 31, 2024, Matthew Pauker (principal of the Adviser and Principal Financial Officer of the Fund) owned approximately 42% and Wenwen McElhoe (Wendy Li) (principal of the Adviser and Chief Investment Officer of the Fund) owned approximately 37% of the oustanding shares of the Fund.

  

  

  

 

 

To the Shareholders and Board of Trustees of

Institutional Investment Strategy Fund

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Institutional Investment Strategy Fund (the “Fund”), as of March 31, 2024, the related statements of operations and changes in net assets, and financial highlights for the period March 5, 2024 (commencement of operations) through March 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of March 31, 2024, the results of its operations, changes in net assets, and the financial highlights for the period March 5, 2024 through March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2024, by correspondence with the custodian and broker. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

We have served as the Fund’s auditor since 2023.

 

COHEN & COMPANY, LTD.

Philadelphia, Pennsylvania

May 29, 2024

 

  

  

  

  

  

 

 

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities owned by the Fund and information regarding how the Fund voted proxies relating to the portfolio of securities for the most recent 12- month period ending June 30th are available to shareholders without charge, upon request by calling the Advisor toll free at (800) 535-7096 or on the SEC’s web site at www.sec.gov.

 

Portfolio Holdings

 

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to Form N-PORT. Form N-PORT are available on the SEC’s website at http://www.sec.gov. The information on Form N-PORT is also available upon request by calling 1-800-535-7096.

 

 

Additional information about the Fund’s Trustees is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling 1-800-535-7096 or by emailing support@ivyinvest.co.

Consideration of the Investment Advisory Agreement and Sub-Advisory Agreement

 

In connection with the meetings held on November 30 and December 11, 2023, the Board, including a majority of the Trustees who are not “interested persons” as that term is defined in the Investment Company Act of 1940, as amended, discussed the approval of the investment advisory agreement (the “Advisory Agreement”) between the Buena Capital Advisors LLC (the “Advisor”) and the Institutional Investment Strategy Fund (the “Fund”) and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the advisor and Rhumbline Advisers LP (the “Sub-Advisor”), both with respect to the Fund. In considering the approval of the Advisory Agreement and Sub-Advisory Agreement, the Board received materials specifically relating to the Fund, the Advisor and the Advisory Agreement, and the Sub-Advisor and Sub-Advisory Agreement.

The Board relied upon the advice of independent legal counsel and its own business judgment in determining the material factors to be considered in evaluating the Advisory Agreement and Sub-Advisory Agreement and the weight to be given to each such factor. The Board’s conclusions were based on an evaluation of all of the information provided and were not the result of any one factor. Moreover, each Trustee may have afforded different weight to the various factors in reaching conclusions with respect to the Advisory Agreement and Sub-Advisory Agreement.

In considering the approval of the Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services.  The Board noted that the Advisor was newly founded and registered with the SEC and that the Fund would be the Advisor’s sole client.  It remarked that the personnel of the Advisor had 17 years’ experience managing multi-asset class portfolios on behalf of institutional endowments and foundations and had outstanding academic credentials.  The Board reviewed that Advisor intended to engage with market participants to identify the best risk-adjusted investment opportunities and would focus on opportunities that were structurally persistent or could be expected to last through an economic cycle.  The Board discussed that the Advisor would conduct due diligence of potential investments through a combination of quantitative and qualitative analysis.  It observed that the Advisor would use daily compliance checklists designed to ensure compliance with all statutory and regulatory requirements, including all investments restrictions and limitations set forth in the Fund’s prospectus, and that the Advisor’s Chief Compliance Officer would review and oversee the implementation of the Fund’s compliance policies and procedures.  The Board noted that the Advisor had a business continuity and disaster recovery plans in place.  The Board concluded that the Advisor could be expected to provide quality service to the Fund and its shareholders.  

Performance.   The Board acknowledged that the Advisor was newly created and had no prior performance for the Board to examine.  The Board considered the performance of a fund managed by the Fund’s proposed portfolio manager and noted that while under her management, the fund had slightly underperformed its benchmark for the 1-year period but outperformed the benchmark for the 3-year period.  The Board recalled the long-term nature of the Fund’s strategy and determined that the Advisor could be expected to provide satisfactory results for the Fund and its shareholders.   

Fees and Expenses.   The Board remarked that the Advisor proposed a unitary fee for the Fund, and that such fee was lower significantly lower than the average of its peer group and the Multistrategy Morningstar Category.  The Board observed that the Fund’s expense ratio was similarly lower than the average of its peer group and Morningstar category.  The Board agreed that the proposed advisory fee for the Fund was not unreasonable.

Profitability.  The Board reviewed the Advisor’s projected profitability analysis and noted that the Advisor anticipated a small profit in Year 1 and a reasonable profit in Year 2 before amounts spent on marketing and distribution were taken into consideration.  The Board concluded that the Advisor’s projected profits were not excessive.  

Economies of Scale.  The Board noted that economies of scale had not yet been reached as the Fund had not yet launched.  The Board discussed future opportunities for breakpoints as the assets of the Fund grew.

Conclusion.  Having requested and received such information from the Advisor as the Board believed to be reasonably necessary to evaluate the terms of the Advisory Agreement, and as assisted by the advice of independent counsel, the Board determined that approval of the Advisory Agreement was in the best interests of the Fund, its wholly owned subsidiary, and its future shareholders.

In considering the approval of the Sub-Advisory Agreement, the Board reviewed and analyzed various factors that they determined were relevant, including the factors enumerated below.

Nature, Extent and Quality of Services.  The Board discussed that Sub-Advisor would provide investment management and trading services for the public equity component of the Fund’s investment strategy.  The Board observed that Sub-Advisor’s investment process was model driven and that it would use third party optimizer/risk-model software to manage the Fund’s portfolio.  The Board remarked that Sub-Advisor would provide client account onboarding, compliance oversight and testing, and other administrative functions related to the Fund’s assets under its management.  The Board reviewed the credentials and extensive professional backgrounds of the Sub-Advisor personnel that would service the Fund and remarked that Sub-Advisor was 100% employee owned and majority women owned.  The Board discussed Sub-Advisor’s compliance policies and procedures, noting that it used daily control and exception reports and fully automated pre- and post-trade compliance checklists to ensure adherence to investment guidelines and limitations.  The Board acknowledged that Sub-Advisor selected broker dealers based on their ability to provide competitive commission costs, favorable execution and capacity to process large index trades.  The Board mentioned that Sub-Advisor appeared to have robust disaster recovery and business continuity policies in place. The Board determined that Sub-Advisor could be expected to provide quality service to the Fund and its shareholders.

Performance.   The Board reviewed the performance of a mutual fund sub-advised by Sub-Advisor that was designed to track an index and noted that the fund performed in line with the index over all periods.  The Board determined that Sub-Advisor could be expected to provide satisfactory returns to the Fund.

Fees and Expenses.   The Board discussed that Sub-Advisor proposed to charge a flat fee of 0.04% of the assets under management with a minimum annual fee of $15,000, consistent with other accounts that it managed with an investment strategy comparable to the Fund.  The Board recalled that this fee would be paid from the advisory fee and would not be an additional expense of the Fund.  The Board reviewed the allocation of responsibilities between the advisor and Sub-Advisor and concluded that the proposed sub-advisory fee for Sub-Advisor was not unreasonable.  

Profitability.  The Board discussed that Sub-Advisor expected to operate at a loss in the first year of the Fund’s operations, but earn a modest profit in the second year of the Fund’s operations. The Board agreed that excessive profitability was not a concern for Sub-Advisor at the present time.  

Economies of Scale.  The Board noted that economies of scale were not yet an issue for the Board to  consider as the Fund had not yet launched. The Board acknowledged that economies of scale were primarily a consideration for the advisor.  

Conclusion.  Having requested and received such information from Sub-Advisor as the Board believed to be reasonably necessary to evaluate the terms of the Sub-Advisory Agreement, and as assisted by the advice of independent counsel, the Board determined that approval of the Sub-Advisory Agreement was in the best interests of the Fund and its future shareholders.

*Due to the timing of the contract renewal schedule, these deliberations may or may not relate to the current performance results of the Fund.

 

Item 2. Code of Ethics.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any substantive amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

 

A copy of the registrant’s Code of Ethics is filed herewith.

 

Item 3. Audit Committee Financial Expert

 

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. Brian O'Neil is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and all other fees by the principal accountant. The registrant began operations during the fiscal period ended March 31, 2024. As such, there is no information listed for the prior year. “Audit fees” includes amounts related to an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related fees” covers the assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s annual financial statements and are not covered under “audit fees,” including review of the Fund’s prospectus. “Tax fees” covers the professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning, including review of the Fund’s tax returns, asset diversification and income testing, excise taxes, and fiscal year end income calculations. “All other fees” covers the aggregate fees for products and services provided by the principal accountant, other than the services reported in the foregoing three categories.

 

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 

The percentage of fees billed by Cohen & Company, Ltd. for each of the last two fiscal years, applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

 

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the registrant’s investment adviser that provides ongoing services to the registrant for the last two fiscal years of the registrant.

 

 

During the last two fiscal years, there have been no non-audit services rendered 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 were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X for the audit committee of the board of trustees to consider whether they were compatible with maintaining the principal accountant’s independence.

 

Item 5. Audit Committee of Listed Registrants.

 

Not applicable.

 

Item 6. Investments.

 

Schedule of Investments is included as part of the annual report to shareholders filed under Item 1 of this Form N-CSR.

 

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

 

Not applicable.

 

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

 

Not applicable.

 

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

 

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

 

Not applicable.

 

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

 

Discussions of the approvals of the investment advisory agreement with Buena Capital Advisors, LLC and the sub-advisory agreement between Buena Capital Advisors, LLC and Rhumbline Advisers LP are included as part of the annual report to shareholders filed under Item 1 of this Form N-CSR.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The registrant's board of trustees has adopted the Proxy Voting Policy of Buena Capital Advisors, LLC ("Adviser"), the registrant’s investment adviser and the Proxy Voting Policy of Rhumbline Advisers LP ("Sub-Adviser") as the Registrant’s Proxy Voting Procedures. Subject to the oversight of the registrant’s board of trustees, the registrant has delegated responsibility to the Adviser and Sub-Adviser to vote any proxies the registrant may receive. The Adviser’s general policy is to vote proxy proposals, amendments, consents or reslutions relating to the registrant in a manner that serves the best interests of the registrant with the goals of maximizing the value of the Fund's investments, promoting accountability of a company's management and board of directors to its shareholders, aligning the interests of management with those of shareholders, and increasing transparency of a company's business and operations.

 

These policies and procedures apply only to the Adviser.

 

Adviser’s Proxy Voting Policy

 

The Adviser, as a matter of policy and as a fiduciary to the Fund, permits the Fund to delegate proxy voting authority to the Adviser, consistent with the best economic interests of the Fund. All Fund proxies received by the Adviser are voted in accordance with the Adviser’s Proxy Voting Guidelines, as described below.

 

As part of its fiduciary duties to the registrant, the Adviser will vote proxies. With respect to each proxy proposal, the Adviser will consider the period of time that the particular security is expected to be held for an account, the size of the holding, the costs involved with the proxy proposal, the existing corporate governance structure, and the current management and operations for the particular company. Typically, the Adviser will vote proxies in accordance with management’s recommendations. However, in situations where the Adviser believes that management is acting on its own behalf or acting in a manner that is adverse to the rights of the company’s shareholders, the Adviser will not vote with management.

 

For each proxy, the Adviser also considers whether there are any specific facts and circumstances that may give rise to a material conflict of interest on the part of the Adviser in voting the proxy. If it is determined that a material conflict of interest may exist, the proxy will be referred to the Adviser’s chief compliance officer for further guidance. All instances where the Adviser determines a material conflict of interest may exist are resolved in the best interests of the Fund. All instances where the Adviser determines a material conflict of interest may exist are resolved in the best interests of the registrant. The Adviser retains final authority and fiduciary responsibility for proxy voting.

 

Sub-Adviser's Proxy Voting Policy

 

The Sub-Adviser is generally authorized by the Adviser to vote proxies for the securities held by the Fund. The Sub-Adviser is required to vote proxies in accord with its own policies and procedures and the investment management agreement between the Adviser and Sub-Adviser.

 

To assist with proxy voting, the Sub-Adviser has engaged Institutional Shareholder Services Inc. (ISS), a registered investment adviser that specializes in the provision of proxy research, vote recommendations and related governance research services. The Sub-Adviser has delegated to ISS the authority to vote its proxies consistent with predetermined ISS voting policies. The Sub-Adviser’s client portfolios will be voted according to the ISS U.S. Corporate Governance Policy unless otherwise directed by the Adviser or referred by ISS.

 

The Sub-Adviser may have a conflict of interest related to voting certain securities of publicly held companies to which it provides investment advisory services. By maintaining the above-described proxy voting process through ISS, the votes are made based on overall predetermined voting parameters rather than their application to any particular company thereby eliminating the effect of any potential conflict of interest. In the event that ISS does not provide a recommendation due to a conflict in voting, the chief compliance officer (CCO), or the CCO's designee, may consult the Sub-Adviser’s chief investment officer, or if necessary, ask for a recommendation. Documentation of any voting decisions will be maintained by the CCO.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

 

The Portfolio Manager is not responsible for the day-to-day management of the portfolio of any other account.

 

Wenwen McElhoe has ownership and financial interests in, and may receive compensation and/or variable profit distributions from, the Adviser based on the Adviser’s financial performance, such as its overall revenues and profitability. Ms. McElhoe’s compensation is not tied to the Fund’s performance, except to the extent that the fee paid to the Adviser impacts the Adviser’s financial performance.

 

As of March 31, 2024, the Portfolio Manager beneficially owned over $1,000,000 of shares of the Fund.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

Not applicable.

Item 16. Controls and Procedures.

 

(a) The registrant’s President and Treasurer have reviewed the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the registrant and by the registrant’s service provider.

 

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

 

The registrant did not engage in securities lending activities during the fiscal period reported on this Form N-CSR.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

Not applicable.

Item 19. Exhibits.

 (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto.

 

 

 

SIGNATURES

 

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.

 

 

 

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.

 

 

 

 

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