(b)
Not applicable.
Item
2. Code of Ethics
The
registrant has adopted a code of ethics (the "Code of Ethics") that applies to
its Principal Executive Officer and Principal Financial Officer. The Registrant
undertakes to provide a copy of such code of ethics to any person upon request,
without charge, by calling 1 (212) 259-1155. The Registrant has not amended the
code of ethics as described in Form N-CSR during the period covered by this
report. The registrant has not granted any waiver, including an implicit waiver,
from a provision of the code of ethics as described in Form N-CSR during the
period covered by this report.
Item
3. Audit Committee Financial Expert
The registrant's Board of Trustees have
determined that Jakki L. Haussler, an “independent” Trustee, is an “audit
committee financial expert" serving on its audit committee. Under applicable
securities laws, a person who is determined to be an audit committee financial
expert will not be deemed an "expert" for any purpose, including without
limitation for the purposes of Section 11 of the Securities Act of 1933, as a
result of being designated or identified as an audit committee financial expert.
The designation or identification of a person as an audit committee financial
expert does not impose on such person any duties, obligations, or the
liabilities that are greater than the duties, obligations, and liabilities
imposed on such person as a member of the audit committee and Board of Trustees
in the absence of such designation or identification.
Item
4. Principal Accountant Fees and Services
(a) – (d)
The
following table presents the aggregate fees billed to the registrant for the
registrant’s fiscal years ended September 30, 2024 and September 30,
2025 by the registrant’s principal accountant, Ernst & Young
LLP, for professional services rendered for the audit of the registrant’s annual
financial statements and fees billed for other services rendered by Ernst &
Young LLP during those periods.
2025
Registrant
Covered Entities(1)
Audit
Fees
$1,063,656
$
N/A
Non-Audit
Fees
Audit Related
Fees
$
-(2)
$
-(2)
Tax
Fees
$
-(3)
$
-(4)
All Other
Fees
$
$
-(5)
Total
Non-Audit
Fees
$
$
Total
$1,063,656
$-
2024
Registrant
Covered Entities(1)
Audit
Fees
$842,635
$ N/A
Non-Audit
Fees
Audit Related
Fees
$
-(2)
$
-(2)
Tax
Fees
$
-(3)
$
-(4)
All Other
Fees
$
$372,395 (5)
Total Non-Audit
Fees
$
$372,395
Total
$842,635
$372,395
N/A
– Not applicable, as not required by Item 4.
(1) Covered Entities include the
Adviser (excluding sub-advisors) and any entity controlling, controlled by or
under common control with the Adviser that provides ongoing services to the
Registrant.
(2) Audit-Related Fees represent
assurance and related services provided that are reasonably related to the
performance of the audit of the financial statements of the Covered Entities'
and funds advised by the Adviser or its affiliates, specifically data
verification and agreed-upon procedures related to asset securitizations and
agreed-upon procedures engagements.
(3) Tax Fees represent tax compliance,
tax planning and tax advice services provided in connection with the preparation
and review of the Registrant’s tax returns.
(4) Tax Fees represent tax compliance,
tax planning and tax advice services provided in connection with the review of
Covered Entities' tax returns.
(5) The Fees included under “All Other
Fees” are for services provided by Ernst & Young LLP related to surprise
examinations for certain investment accounts to satisfy SEC Custody Rules and
consulting services related to merger integration for sister entity to the
Adviser.
(e)(1) The registrant’s
audit committee has adopted policies and procedures relating to
the pre-approval of services provided by the registrant’s principal
accountant (the “Pre-Approval Policies”).
The Pre-Approval Policies establish a framework intended to assist the
audit committee in the proper discharge of
its pre-approval responsibilities. As a general matter,
the Pre-Approval Policies (i) specify certain types of audit,
audit-related, tax, and other services determined to
be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics of
the pre-approval process, including the approval and monitoring of
audit and non-audit service fees. Unless a service is
specifically pre-approved under the Pre-Approval Policies,
it must be separately pre-approved by the Audit
Committee.
The Pre-Approval Policies
and the types of audit
and non-audit services pre-approved therein must be reviewed
and ratified by the registrant’s audit committee at least annually. The
registrant’s audit committee maintains full responsibility for the appointment,
compensation, and oversight of the work of the registrant’s principal
accountant.
(e)(2) No services described in paragraphs
(b)-(d) above were approved by the registrant’s audit committee pursuant to the
“de minimis exception” set forth in Rule 2-01 (c)(7)(i)(C) of Regulation
S-X.
(f) Not
applicable.
(g) See table
above.
(h)
The registrant’s audit committee has considered whether the provision by the
registrant’s principal accountant of non-audit services to the
registrant’s investment adviser and any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to
Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with
maintaining the principal accountant’s independence.
(i)
Not applicable.
(j)
Not applicable.
Item
5. Audit Committee of Listed Registrants
The registrant has a
separately-designated standing audit committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) whose members are:
Nancy C. Everett, Eddie A. Grier and
Jakki L. Haussler.
Item
6. Schedule of Investments
(a)
Please see the schedule of investments contained in the Financial Statements and
Financial Highlights included under Item 7 of this Form N-CSR.
(b)
Not applicable.
Item
7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies