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 811-23741
Variant Impact Fund
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)
Terrance P. Gallagher
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)
registrant's telephone number, including area code: (414) 299-2270
Date of fiscal year end: April 30
Date of reporting period: April 30, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
| (a) | The Report to Shareholders is attached herewith. |
Variant Impact Fund
Annual Report
April 30, 2023
Variant Impact Fund
Table of Contents
For the Year Ended April 30, 2023
Management Discussion of Fund Performance (Unaudited) | 2-3 |
Fund Performance (Unaudited) | 4 |
Report of Independent Registered Public Accounting Firm | 5 |
Schedule of Investments | 6-8 |
Portfolio Allocation (Unaudited) | 9 |
Statement of Assets and Liabilities | 10 |
Statement of Operations | 11 |
Statement of Changes in Shareholders’ Equity | 12 |
Statement of Cash Flows | 13 |
Financial Highlights | 14 |
Notes to Financial Statements | 15-27 |
Fund Management (Unaudited) | 28-30 |
Other Information (Unaudited) | 31-33 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the Variant Impact Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.
1
Variant Impact Fund
Management Discussion of Fund Performance (Unaudited)
April 30, 2023
Dear Shareholder,
Variant Investments, LLC (“Variant”) is pleased to provide the audited annual financial statements for the Variant Impact Fund1 (the “Fund”) for the fiscal year that ended April 30, 2023.
This past fiscal year represents the Fund’s first full year since its inception2 in November 2021. The strategy strives to deliver investors attractive financial returns, while also providing positive social and environmental impact in alignment with the United Nations Sustainable Development Goals. We encourage you to review the Fund’s Annual Impact Report for more detail on the positive impact the Fund has delivered over the past fiscal year. Please also see the Fund’s prospectus for broader information on the Fund’s offering.
Over the fiscal year, the institutional share class for the Fund (IMPCX) delivered a net total return3 of +12.27%. Additionally, since the Fund’s inception, it has delivered an annualized net total return3 of 11.14%. We believe it compares favorably to many income-oriented risk assets over the same period. The Fund’s overarching focus on investments in niche market opportunities with strong cash flow characteristics helped fuel the results this past fiscal year. By impact theme, investments in financial inclusion, clean energy, and affordable quality housing were the lead contributors to the Fund’s returns this fiscal year, followed closely by investments targeting access to quality education and gender lens. There were some modest detractors to the Fund’s performance from investments in sustainable agriculture and climate change mitigation.
The Fund also grew in assets under management (“AUM”) over the past fiscal year, expanding by $27.3 million and totaling $33.9 million as of April 30, 2023. The Fund satisfied all quarterly redemption requests throughout the fiscal year without any proration.
A complete listing of the Fund’s investments can be found in the Schedule of Investments. Please do not hesitate to reach out with questions.
On behalf of the entire Variant team, we thank you for your investment in the Fund. We are honored to be trusted stewards of your capital. We are excited about the year ahead and look forward to “yielding a difference” with the Fund’s capital.
Sincerely,
JB Hayes, Principal Curt Fintel, Principal Bob Elsasser, Principal
1 | The Variant Impact Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund operates as an interval fund. The Fund operates under an Agreement and Declaration of Trust (“Declaration of Trust”) dated June 10, 2021 (the “Declaration of Trust”). Variant Investments, LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund intends to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”). |
2 | Inception date is November 1, 2021. |
3 | The net total return uses geometric returns and reflects the reinvestment of earnings. |
Past performance is not indicative of future results.
The Variant Impact Fund is a continuously-offered, non-diversified, registered closed-end fund with limited liquidity. There is no guarantee the Fund will achieve its objective. An investment in the Fund should only be made by investors who understand the risks involved, who are able to withstand the loss of the entire amount invested and who can bear the risks associated with the limited liquidity of Shares. A prospective investor must meet the definition of “accredited investor” under Regulation D under the Securities Act of 1933.
Important Risks: Shares are an illiquid investment. You should generally not expect to be able to sell your Shares (other than through the repurchase process), regardless of how the Fund performs. Although the Fund is required to implement a Share repurchase program only a limited number of Shares will be eligible for repurchase by the Fund.
An investment in the Fund is speculative, involves substantial risks, including the risk that the entire amount invested may be lost, and should not constitute a complete investment program. The Fund may leverage its investments by borrowing, use of swap agreements, options or other derivative instruments. The Fund is a recently-organized closed-end management investment company that has limited operating history and no public trading of its shares. The Fund is a non-diversified
2
Variant Impact Fund
Management Discussion of Fund Performance (Unaudited)
April 30, 2023 (continued)
management investment company, meaning it may be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the fund is subject to investment related risks of the underlying funds, general economic and market condition risk.
Alternative investments provide limited liquidity and include, among other things, the risks inherent in investing in securities, futures, commodities and derivatives, using leverage and engaging in short sales. The Fund’s investment performance depends, at least in part, on how its assets are allocated and reallocated among asset classes and strategies. Such allocation could result in the Fund holding asset classes or investments that perform poorly or underperform. Investments and investment transactions are subject to various counterparty risks. The counterparties to transactions in over the-counter or “inter-dealer” markets are typically subject to lesser credit evaluation and regulatory oversight compared to members of “exchange-based” markets. This may increase the risk that a counterparty will not settle a transaction because of a credit or liquidity problem, thus causing the Fund to suffer losses. The Fund and its service providers may be prone to operational and information security risks resulting from breaches in cyber security. A breach in cyber security refers to both intentional and unintentional events that may cause the Fund to lose proprietary information, suffer data corruption, or lose operational capacity.
In implementing the Fund’s impact investment strategy, the Investment Manager may select or exclude certain investments for reasons other than investment performance. For this reason, the Fund’s impact strategy could cause it to perform differently compared to funds that do not have such strategy. There is no guarantee that the Investment Manager’s definition of impact investing, security selection criteria or investment judgment will reflect the beliefs or values of any particular investor. Currently, there is a lack of common industry standards relating to the development and application of environmental, social and governance (ESG) criteria, which may make it difficult to compare the Funds’ principal investment strategies with the investment strategies of other funds that integrate certain “impact” criteria.
Foreside Fund Services, LLC, distributor.
3
Variant Impact Fund
Fund Performance (Unaudited)
April 30, 2023
Performance of a $1,000,000 Investment
This graph compares a hypothetical $1,000,000 investment in the Fund’s Institutional Class Shares with a similar investment in the Bloomberg U.S. Aggregate Bond Index. Results include the reinvestment of all dividends and capital gains. The index does not reflect expenses, fees, or sales charges, which would lower performance.
The Bloomberg U.S. Aggregate Bond Index measures the performance of the U.S. investment grade bond market. The index invests in a wide spectrum of public, investment grade, taxable, fixed income securities in the United States - including government, corporate and international dollar denominated bonds as well as mortgage-backed and asset-backed securities, all with maturities of less than one year. The index is unmanaged and it is not available for investment.
Average Annual Total Returns as of April 30, 2023 | 1 Year | Since |
Variant Impact Fund | 12.52% | 11.13% |
Bloomberg U.S. Aggregate Bond Index | -0.43% | -6.68% |
* | Inception Date is November 1, 2021. |
The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent quarter end performance may be obtained by calling 1 (877) 770-7717.
Fund performance is shown net of fees. For the Fund’s current expense ratios, please refer to the Financial Highlights Section of this report.
Performance results include the effect of expense reduction arrangements for some or all of the periods shown. If those arrangements had not been in place, the performance results for those periods would have been lower.
Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
4
Variant Impact Fund
Report of Independent Registered Public Accounting Firm
April 30, 2023
To the Shareholders and Board of Trustees of
Variant Impact Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Variant Impact Fund (the “Fund”) as of April 30, 2023, the related statement of operations and cash flows for the year then ended, and the statements of changes in shareholders’ equity, the related notes, and the financial highlights for the year then ended and the period November 1, 2021 (commencement of operations) through April 30, 2022 (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 April 30, 2023, the results of its operations, cash flows, the changes in shareholders’ equity and the financial highlights for the periods indicated above, 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 audits. 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 audits 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 audits 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 April 30, 2023, by correspondence with the custodian brokers, participating leaders, and underlying fund administrators or managers; when replies were not received, we performed other auditing procedures. Our audits 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 audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more investment companies advised by Variant Investments, LLC since 2018.
COHEN & COMPANY, LTD.
Chicago, Illinois
June 30, 2023
5
Variant Impact Fund
Schedule of Investments
April 30, 2023
| Shares/ | First | Cost/ | Fair Value | Percent | ||||||||||||||||
Investments in private investment companies — 16.6% | |||||||||||||||||||||
Real Estate Equity | |||||||||||||||||||||
Conservation Resource Capital VI (b)(c) | — | 8/11/2022 | $ | 623,770 | $ | 564,290 | 1.7 | % | |||||||||||||
| 623,770 | 564,290 | 1.7 | |||||||||||||||||||
Secondaries | |||||||||||||||||||||
Clean Growth Fund III, LP (b)(c) | — | 12/29/2022 | 251,826 | 341,049 | 1.0 | ||||||||||||||||
Clean Growth Fund VI, LP (b)(c) | — | 6/10/2022 | 597,907 | 1,087,992 | 3.1 | ||||||||||||||||
| 849,733 | 1,429,041 | 4.1 | |||||||||||||||||||
Specialty Finance | |||||||||||||||||||||
Community EM Credit Fund I, LP (b)(c) | — | 10/28/2022 | 2,500,000 | 2,592,571 | 7.6 | ||||||||||||||||
CVI Clean Energy Fund C II, LP (b)(c) | — | 4/28/2023 | 600,000 | 600,000 | 1.8 | ||||||||||||||||
WindSail Credit QP Fund, LP (b)(c) | — | 1/28/2022 | 600,000 | 481,047 | 1.4 | ||||||||||||||||
| 3,700,000 | 3,673,618 | 10.8 | |||||||||||||||||||
Total investment in private investment companies | 5,173,503 | 5,666,949 | 16.6 | ||||||||||||||||||
Investment in credit facilities — 59.7% | |||||||||||||||||||||
Real Estate Debt | |||||||||||||||||||||
Almond Estate Company Limited - Adah Gardens 2, 30.00%, due 02/28/2024 (a) | — | 1/31/2022 | 483,000 | 483,000 | 1.4 | ||||||||||||||||
Almond Estate Company Limited - Kitsuru 2 Block A, 10.00%, due 11/30/2023 (a) | — | 12/15/2021 | 689,825 | 689,825 | 2.0 | ||||||||||||||||
Almond Estate Company Limited - Kitisuru 2 Block B, 10.00%, due 11/30/2023 (a) | — | 11/29/2022 | 697,200 | 697,200 | 2.0 | ||||||||||||||||
Dream America, LLC, 11.00%, due Various (a)(e) | — | 2/24/2022 | 1,250,000 | 1,250,000 | 3.7 | ||||||||||||||||
| 3,120,025 | 3,120,025 | 9.1 | |||||||||||||||||||
Real Estate Equity | |||||||||||||||||||||
CRP Affordable Housing Fund, LLC, 12.00%, due N/A (a)(g) | — | 11/1/2021 | 1,700,000 | 1,700,000 | 5.0 | ||||||||||||||||
| 1,700,000 | 1,700,000 | 5.0 | |||||||||||||||||||
Specialty Finance | |||||||||||||||||||||
App Academy Financial II, LLC, 30 Day Avg. SOFR+8.50%, Floor 1.00%, Ceiling 3.50%, due 11/30/2025 (a)(d) | — | 11/30/2022 | 3,000,000 | 3,000,000 | 8.8 | ||||||||||||||||
Avista Colombia S.A.S, 14.00%, due 09/28/2025 (a) | — | 6/21/2022 | 1,000,000 | 1,000,000 | 2.9 | ||||||||||||||||
CIBANCO, S.A. Institución De Banca Múltiple, 14.55%, due 03/27/2027 (a)(i) | — | 4/5/2023 | 124,848 | 124,848 | 0.4 | ||||||||||||||||
Derivation Funding, LLC, 30 Day Avg. SOFR+10.00%, Floor 1.00%, Ceiling 5.00%, due 08/09/2025 (a)(d) | — | 8/9/2022 | 99,925 | 99,925 | 0.3 | ||||||||||||||||
Envest (Canada) Holdings Corp., 12.00%, due 11/20/2024 (a) | — | 11/30/2022 | 952,000 | 952,000 | 2.8 | ||||||||||||||||
Jali Finance Ltd., 30 Day Avg. SOFR+11.00%, Floor 1.00%, due 12/16/2025 (a)(d) | — | 12/13/2022 | 1,061,354 | 1,061,354 | 3.1 | ||||||||||||||||
See accompanying Notes to Financial Statements.
6
Variant Impact Fund
Schedule of Investments
April 30, 2023 (continued)
| Shares/ | First | Cost/ | Fair Value | Percent | ||||||||||||||||
Ky Lan Asset Finance 1, a sub-fund of Komodo Asset I VCC, 9.50%, due 01/26/2024 (a) | — | 1/26/2022 | $ | 1,421,053 | $ | 1,421,053 | 4.2 | % | |||||||||||||
Lima Impact Fund Pte. Ltd., 11.00%, due 05/04/2023 (a)(h) | — | 11/15/2022 | 1,000,000 | 1,000,000 | 2.9 | ||||||||||||||||
F88 Business JSC, 11.00%, due 12/13/2023 (a)(h) | — | 1/13/2023 | 750,000 | 750,000 | 2.2 | ||||||||||||||||
Lundy Nigerian Cocoa Growth Fund SP, 10.00%, due Various (a)(f) | — | 1/20/2023 | 250,000 | 250,000 | 0.7 | ||||||||||||||||
RKB Bridge Solutions, LLC, 30 Day Avg. SOFR+ 6.75%, Floor 1.00%, Ceiling 3.00%, due 03/31/2025 (a)(d) | — | 4/21/2022 | 243,500 | 243,500 | 0.7 | ||||||||||||||||
Star Strong Master, LLC - Alliance Property Group, 10.00%, due 07/14/2023 (a)(h) | — | 7/12/2022 | 500,000 | 500,000 | 1.5 | ||||||||||||||||
Star Strong Master, LLC - Blace, LLC, 10.00%, due 10/13/2024 (a)(h) | — | 11/17/2022 | 250,000 | 250,000 | 0.7 | ||||||||||||||||
Star Strong Master, LLC - Naboso Technology Inc., 10.00%, due 01/31/2025 (a)(h) | — | 12/14/2021 | 670,952 | 670,952 | 2.0 | ||||||||||||||||
Star Strong Master, LLC - Paperstack Capital, LLC, 10.00%, due 01/10/2024 (a)(h) | — | 11/21/2022 | 333,980 | 333,980 | 1.0 | ||||||||||||||||
Star Strong Master, LLC - Prepped, Inc., 10.00%, due 12/31/2025 (a)(h) | — | 3/25/2022 | 162,464 | 162,464 | 0.5 | ||||||||||||||||
Star Strong Master, LLC - The Black Box Project, LLC, 10.00%, due 04/30/2024 (a)(h) | — | 4/29/2022 | 142,689 | 142,689 | 0.4 | ||||||||||||||||
Star Strong Master, LLC - The Financial Gym Inc., 10.00%, due 02/29/2024 (a)(h) | — | 3/7/2022 | 416,500 | 416,500 | 1.2 | ||||||||||||||||
Stride Alternative Education Fund 1, 14.00%, due 06/10/2029 (a) | — | 6/13/2022 | 682,000 | 682,000 | 2.0 | ||||||||||||||||
Zanifu Limited, 30 Day Avg. SOFR+13.00%, Floor 2.00%, due 04/17/2026 (a)(d) | — | 4/18/2023 | 170,854 | 170,854 | 0.5 | ||||||||||||||||
| 13,232,119 | 13,232,119 | 38.8 | |||||||||||||||||||
Trade Finance | |||||||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2022-X, 8.00%, due 06/15/2023 (a) | — | 12/15/2022 | 300,000 | 300,000 | 0.9 | ||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2023-E, 8.00%, due 09/01/2023 (a) | — | 1/31/2023 | 625,000 | 625,000 | 1.8 | ||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2023-L, 8.00%, due 08/03/2023 (a) | — | 3/31/2023 | 550,000 | 550,000 | 1.6 | ||||||||||||||||
| 1,475,000 | 1,475,000 | 4.3 | |||||||||||||||||||
Transportation Finance | |||||||||||||||||||||
Inclusion South Africa Proprietary Limited, 1 Month Term SOFR+12.50%, Floor 1.00%., due 09/01/2025 (a)(d)(h) | — | 9/27/2022 | 860,200 | 860,200 | 2.5 | ||||||||||||||||
| 860,200 | 860,200 | 2.5 | |||||||||||||||||||
Total investment in credit facilities | 20,387,344 | 20,387,344 | 59.7 | ||||||||||||||||||
See accompanying Notes to Financial Statements.
7
Variant Impact Fund
Schedule of Investments
April 30, 2023 (continued)
| Shares/ | First | Cost/ | Fair Value | Percent | ||||||||||||||||
Investments in direct equities — 0.6% | |||||||||||||||||||||
Specialty Finance | |||||||||||||||||||||
Star Strong Funding, LLC (a) | — | 4/27/2022 | $ | 52,000 | $ | 200,141 | 0.6 | % | |||||||||||||
| 52,000 | 200,141 | 0.6 | |||||||||||||||||||
Transportation Finance | |||||||||||||||||||||
Inclusion South Africa Proprietary Limited (a)(j) | — | 9/27/2022 | 0 | 3,069 | 0.0 | ||||||||||||||||
| 0 | 3,069 | 0.0 | |||||||||||||||||||
Total investment in direct equities | 52,000 | 203,210 | 0.6 | ||||||||||||||||||
Investments in public securities — 0.3% | |||||||||||||||||||||
KraneShares California Carbon Allowance Strategy ETF | 4,150 | 1/27/2022 | 99,621 | 103,086 | 0.3 | ||||||||||||||||
Total investment in public securities | 99,621 | 103,086 | 0.3 | ||||||||||||||||||
Investments in money market instruments — 20.7% | |||||||||||||||||||||
Fidelity Government Portfolio, Institutional Class, 4.73% (k) | 72,000 | 72,000 | 72,000 | 0.2 | |||||||||||||||||
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.76% (k) | 6,987,764 | 6,987,764 | 6,987,764 | 20.5 | |||||||||||||||||
Total investment in money market instruments | 7,059,764 | 7,059,764 | 20.7 | ||||||||||||||||||
Total Investments (cost $32,772,232) | $ | 33,420,353 | 97.9 | % | |||||||||||||||||
Other assets less liabilities | 709,324 | 2.1 | |||||||||||||||||||
Net Assets | $ | 34,129,677 | 100.0 | % | |||||||||||||||||
(a) | Value was determined using significant unobservable inputs. See Note 4. |
(b) | Private investment company does not issue shares or units. |
(c) | Investment valued using net asset value per share (or its equivalent) as a practical expedient. See Note 10 for respective investment categories and redemptive restrictions. |
(d) | Variable rate security. Rate shown is the rate in effect as of year end. |
(e) | Variable maturity dates maturing through 8/4/2024. |
(f) | Variable maturity dates maturing through 6/30/2023. |
(g) | 12 months lock up withdrawal period since inception date; At least a 60 days’ written notice to withdraw either on June 30 or December 31 of each calendar year. If no withdrawal notice submited after 12 months lock up, the due date is 11/01/2036. |
(h) | This investment was made through a participation. Please see Note 2 for a description of loan participations. |
(i) | The security receives paid-in kind interest. This indicates that interest accrued within a period may be capitalized into the principal balance or interest is collected periodically with no specific term. |
(j) | This investment is a grant. The grant can be exercised at 200 EUR when an equity investment is made by the participation through Rivonia Road Capital, LLC. |
(k) | Rate listed is the annualized 7-day effective yield at 4/30/2023. |
See accompanying Notes to Financial Statements.
8
Variant Impact Fund
Portfolio Allocation (Unaudited)
April 30, 2023
Investment Type as a Percentage of Total Net Assets As Follows:
Security Type/Sector | Percent of Total | |||
Credit Facilites | 59.7 | % | ||
Money Market | 20.7 | % | ||
Private Investment Companies | 16.6 | % | ||
Direct Equities | 0.6 | % | ||
Public Securities | 0.3 | % | ||
Total Investments | 97.9 | % | ||
Other assets less liabilities | 2.1 | % | ||
Total Net Assets | 100.0 | % | ||
See accompanying Notes to Financial Statements.
9
Variant Impact Fund
Statement of Assets and Liabilities
As of April 30, 2023
Assets | ||||
Investments, at fair value (cost $32,772,232) | $ | 33,420,353 | ||
Cash | 4,164 | |||
Receivable for Fund shares sold | 180,000 | |||
Interest receivable | 182,968 | |||
Interest receivable on securities paid in kind | 513,726 | |||
Prepaid expenses | 17,569 | |||
Total Assets | 34,318,780 | |||
Liabilities | ||||
Due to Investment Manager | 51,225 | |||
Audit fees payable | 105,000 | |||
Legal fees payable | 5,000 | |||
Accounting and administration fees payable | 10,446 | |||
SEC fees payable | 3,100 | |||
Custody fees payable | 930 | |||
Other liabilities | 13,402 | |||
Total Liabilities | 189,103 | |||
Net Assets | $ | 34,129,677 | ||
Components of Net Assets: | ||||
Paid-in Capital (par value of $0.01 with an unlimited amount of shares authorized) | $ | 33,324,193 | ||
Total distributable earnings | 805,484 | |||
Net Assets | $ | 34,129,677 | ||
Institutional Class Shares: | ||||
Net assets applicable to shares outstanding | $ | 34,129,677 | ||
Shares of beneficial interest issued and outstanding | 1,264,149 | |||
Net asset value per share | $ | 27.00 |
See accompanying Notes to Financial Statements.
10
Variant Impact Fund
Statement of Operations
For the Year Ended April 30, 2023
Investment Income | ||||
Interest (net of withholding taxes, $0) | $ | 1,212,367 | ||
Interest from securities paid in kind | 453,341 | |||
Distributions from private investment companies | 18,448 | |||
Total Investment Income | 1,684,156 | |||
Expenses | ||||
Legal fees | 237,064 | |||
Investment management fees | 222,084 | |||
Audit fees | 81,279 | |||
Accounting and administration fees | 72,610 | |||
Trustee fees | 64,542 | |||
Other expenses | 62,518 | |||
Organization cost | 55,746 | |||
Blue sky fees | 37,317 | |||
Transfer Agent fees | 23,220 | |||
Chief Compliance Officer fees | 21,033 | |||
Insurance fees | 8,168 | |||
Custody fees | 405 | |||
Total expenses | 885,986 | |||
Less fees waived by Investment Manager (see Note 6) | (575,068 | ) | ||
Net Expenses | 310,918 | |||
Net Investment Income | 1,373,238 | |||
Realized and Unrealized Gain (Loss) | ||||
Net realized gain (loss) on: | ||||
Investments | — | |||
Net realized gain | — | |||
Net change in unrealized appreciation (depreciation) on: | ||||
Investments | 569,574 | |||
Net change in unrealized appreciation (depreciation) | 569,574 | |||
Net realized and unrealized gain (loss) | 569,574 | |||
Net increase in net assets resulting from operations | $ | 1,942,812 |
See accompanying Notes to Financial Statements.
11
Variant Impact Fund
Statement of Changes in Shareholders’ Equity
For the | For the | |||||||
Increase (Decrease) in Net Assets from: | ||||||||
Operations: | ||||||||
Net investment income | $ | 1,373,238 | $ | 75,891 | ||||
Net realized gain | — | — | ||||||
Net change in unrealized appreciation | 569,574 | 78,547 | ||||||
Net increase in net assets resulting from operations | 1,942,812 | 154,438 | ||||||
Distributions to Shareholders: | ||||||||
Distributions: | ||||||||
Institutional Class | (1,129,705 | ) | (68,535 | ) | ||||
From return of capital: | ||||||||
Institutional Class | — | (26,672 | ) | |||||
Total distributions to shareholders | (1,129,705 | ) | (95,207 | ) | ||||
Capital Share Transactions: | ||||||||
Institutional Class Shares | ||||||||
Net proceeds from shares sold | 27,388,079 | 6,330,000 | ||||||
Reinvestment of distributions | 794,009 | 86,388 | ||||||
Cost of shares repurchased | (1,441,137 | ) | — | |||||
Net increase in net assets from Institutional Class Shares capital transactions | 26,740,951 | 6,416,388 | ||||||
Net increase in net assets resulting from capital transactions | 26,740,951 | 6,416,388 | ||||||
Total increase in net assets | 27,554,058 | 6,475,619 | ||||||
Net Assets: | ||||||||
Beginning of year/period | 6,575,619 | 100,000 | ||||||
End of year/period | $ | 34,129,677 | $ | 6,575,619 | ||||
Share Transactions: | ||||||||
Institutional Class Shares | ||||||||
Issued | 1,029,356 | 251,073 | ||||||
Reinvested | 29,955 | 3,434 | ||||||
Repurchased | (53,669 | ) | — | |||||
Change in Institutional Class Shares | 1,005,642 | 254,507 | ||||||
1 | For the period November 1, 2021 (commencement of operations) to April 30, 2022. |
See accompanying Notes to Financial Statements.
12
Variant Impact Fund
Statement of Cash Flows
For the Year Ended April 30, 2023
Cash flows from operating activities: | ||||
Net increase in net assets resulting from operations | $ | 1,942,812 | ||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||||
Net change in unrealized (appreciation) depreciation on: | ||||
Investments | (569,574 | ) | ||
Purchases of long-term investments | (20,864,554 | ) | ||
Proceeds from long-term investments sold | 873,530 | |||
Purchase of short-term investments, net | (6,436,589 | ) | ||
Changes in operating assets and liabilities: | ||||
Due from Investment Manager | 229,147 | |||
Interest receivable | (107,080 | ) | ||
Interest receivable from securities paid in kind | (513,726 | ) | ||
Other assets | 19,449 | |||
Due to Investment Manager | 51,225 | |||
Audit fees payable | 30,001 | |||
Legal fees payable | (23,197 | ) | ||
Accounting and administration fees payable | (18,634 | ) | ||
Custody fees payable | (10,724 | ) | ||
Federal taxes payable | (32,718 | ) | ||
SEC fees payables | 3,100 | |||
Other liabilities | (7,180 | ) | ||
Net cash used in operating activities | (25,434,711 | ) | ||
Cash flows from financing activities: | ||||
Proceeds from shares sold, net of receivable for fund shares sold | 27,208,079 | |||
Payments for shares repurchased | (1,441,137 | ) | ||
Distributions to shareholders, net of reinvestments | (335,696 | ) | ||
Net cash provided by financing activities | 25,431,246 | |||
Net Decrease in Cash and Restricted Cash | (3,465 | ) | ||
Cash and Restricted Cash: | ||||
Beginning of year | 7,629 | |||
End of year | $ | 4,164 |
Supplemental disclosure of cash flow information:
Non-cash financing activities not included consist of reinvestment of dividends and distributions of $794,009, and paid in kind income of $453,341.
See accompanying Notes to Financial Statements.
13
Variant Impact Fund
Financial Highlights
Institutional Class
Per share operating performance. For a capital share outstanding throughout each year/period. | ||||||||
For the | For the | |||||||
Net asset value, beginning of year/period | $ | 25.44 | $ | 25.00 | ||||
Income from Investment Operations: | ||||||||
Net investment income 2 | 2.06 | 0.55 | ||||||
Net realized and unrealized gain (loss) | 1.06 | 0.53 | ||||||
Total from investment operations | 3.12 | 1.08 | ||||||
Less Distributions: | ||||||||
From net investment income | (1.56 | ) | (0.45 | ) | ||||
From return of capital | — | (0.19 | ) | |||||
Total distributions | (1.56 | ) | (0.64 | ) | ||||
Net asset value, end of year/period | $ | 27.00 | $ | 25.44 | ||||
Total return 3 | 12.52 | % | 4.35 | %4 | ||||
Ratios and Supplemental Data: | ||||||||
Net assets, end of year/period (in thousands) | $ | 34,130 | $ | 6,576 | ||||
Ratio of expenses to average net assets: | ||||||||
(including interest) | ||||||||
Before fees waived/recovered 6 | 4.99 | % | 16.21 | %5 | ||||
After fees waived/recovered 6 | 1.75 | % | 1.75 | %5 | ||||
Ratio of expenses to average net assets: | ||||||||
(excluding interest) | ||||||||
Before fees waived/recovered 6 | 4.99 | % | 16.21 | %5 | ||||
After fees waived/recovered 6 | 1.75 | % | 1.75 | %5 | ||||
Ratio of net investment income to average net assets: | ||||||||
(including interest) | ||||||||
Before fees waived/recovered 6 | 4.49 | % | -10.09 | %5 | ||||
After fees waived/recovered 6 | 7.73 | % | 4.37 | %5 | ||||
Ratio of net investment income to average net assets: | ||||||||
(excluding interest) | ||||||||
Before fees waived/recovered 6 | 4.49 | % | -10.09 | %5 | ||||
After fees waived/recovered 6 | 7.73 | % | 4.37 | %5 | ||||
Portfolio turnover rate | 2 | % | 0 | %4 | ||||
1 | For the period November 1, 2021 (commencement of operations) to April 30, 2022. |
2 | Based on average shares outstanding for the year/period. |
3 | Total returns would have been lower had expenses not been waived by the Investment Manager. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
4 | Not annualized. |
5 | Annualized. |
6 | The expenses and net investment loss ratios include income or expenses of the private investment companies valued at practical expedient in which the Fund invests. |
See accompanying Notes to Financial Statements.
14
Variant Impact Fund
Notes to Financial Statements
April 30, 2023
1. Organization
The Variant Impact Fund (the “Fund”) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund operates as an interval fund pursuant to Rule 23c-3 of the Investment Company Act and has adopted a fundamental policy to conduct quarterly repurchase offers at net asset value (“NAV”). The Fund operates under an Agreement and Declaration of Trust (“Declaration of Trust”) dated June 10, 2021 (the “Declaration of Trust”). Variant Investments, LLC serves as the investment adviser (the “Investment Manager”) of the Fund. The Investment Manager is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended.
The Fund has a primary objective of providing a high level of current income. Capital appreciation is a secondary objective of the Fund. The Fund seeks to generate positive social and environmental impact by targeting investment opportunities that are both aligned with the United Nations Sustainable Development Goals (“UN SDGs”) and consistent with the Fund’s impact investing framework. The Fund intends to invest in a wide range of opportunities to advance one or more UN SDGs across three core impact objectives: (i) financial inclusion; (ii) equitable growth; and (iii) responsible consumption. Such investments are typically domestic and foreign privately-held investments that are outside of traditional public equity and bond markets. The Fund cannot guarantee that its investment objective will be achieved or that its investment strategy will be successful.
2. Accounting Policies
Basis of Preparation and Use of Estimates
The Fund is an investment company and follows the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.
Investment Transactions and Related Investment Income
Investment transactions are accounted for on a trade-date basis. Realized gains and losses on investment transactions are determined using cost calculated on a specific identification basis. Dividends are recorded on the ex-dividend date and interest is recognized on an accrual basis. Distributions from private investments that represent returns of capital in excess of cumulative profits and losses are credited to investment cost rather than investment income.
Distributions to Shareholders
Distributions are paid at least quarterly on the shares in amounts representing substantially all of the Fund’s net investment income, if any, earned each year. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses (including capital loss carryover); however, it may distribute any excess annually to its shareholders. Distributions to shareholders are recorded on the ex-dividend date.
The exact amount of distributable income for each fiscal year can only be determined at the end of the Fund’s tax year. Under Section 19 of the Investment Company Act, the Fund is required to indicate the sources of certain distributions to shareholders. The estimated distribution composition may vary from quarter to quarter because it may be materially impacted by future income, expenses and realized gains and losses on securities and fluctuations in the value of the currencies in which Fund assets are denominated.
Valuation of Investments
The Board has approved valuation procedures for the Fund (the “Valuation Procedures”). The Valuation Procedures provide that the Fund will value its investments at fair value. The Board has delegated the day-to-day responsibility for fair value determinations in accordance with the Valuation Procedures to the Valuation Designee, subject to oversight by the Board.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the Investment Company Act. Rule 2a-5 permits fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain
15
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
2. Accounting Policies (continued)
other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the Investment Company Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. Effective September 8, 2022, and pursuant to the requirements of Rule 2a-5, the Board designated the Investment Manager as the Fund’s valuation designee (in this capacity, the “Valuation Designee”) to perform fair value determinations.
The Fund calculates its NAV as of the close of business on each business day and at such other times as the Board may determine, including in connection with repurchases of Shares, in accordance with the procedures described below or as may be determined from time to time in accordance with policies established by the Board.
Short-term securities, including bonds, notes, debentures and other debt securities, such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks, with maturities of 60 days or less, for which reliable market quotations are readily available shall each be valued at current market quotations as provided by an independent pricing service or principal market maker. Money market funds will be valued at NAV.
For equity, equity related securities, and options that are freely tradable and listed on a securities exchange or over-the- counter market, the Fund fair values those securities at their last sale price on that exchange or over-the-counter market on the valuation date. If the security is listed on more than one exchange, the Fund will use the price from the exchange that it considers to be the principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or over-the-counter market on such day, the security will be valued at the mean between the last bid price and last ask price on such day.
Any direct equities held by the Fund in private investment or operating companies are valued using (a) readily available market quotations or (b) market value for securities with similar characteristics or (c) fair value methodologies approved by the Board in a manner that seeks to reflect the market value of the security on the valuation date based on considerations determined by the Valuation Designee.
Fixed income securities (i.e. credit facilities, other than the short-term securities as described above) shall be valued by (a) using readily available market quotations based upon the last updated sale price or a market value from an approved pricing service generated by a pricing matrix based upon yield data for securities with similar characteristics or (b) by obtaining a direct written broker- dealer quotation from a dealer who has made a market in the security. If no price is obtained for a security in accordance with the foregoing, because either an external price is not readily available or such external price is believed by the Investment Manager not to reflect the market value, the Valuation Designee will make a determination in good faith of the fair value of the security in accordance with the Valuation Procedures. The credit facilities the Fund invest in generally do not have a readily available external price. Under these circumstances, the Valuation Designee determines in good faith that cost is the best fair value for such securities in absence of material changes in market interest rates, the facility’s pledged collateral, and/or the borrower’s ability to pay. In general, fair value represents a good faith approximation of the current value of an asset and will be used when there is no public market or possibly no market at all for the asset. The fair values of one or more assets may not be the prices at which those assets are ultimately sold and the differences may be significant.
The Fund may acquire interests in loans either directly (by way of original issuance, sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating in the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the institution selling the participation.
Prior to investing in a wide range of investment vehicles (“Underlying Fund(s)”), the Investment Manager will conduct an initial due diligence review of the valuation methodologies utilized by the Underlying Fund, which generally shall be based upon readily observable market values when available, and otherwise utilize principles of fair value that are reasonably consistent with those used by the Fund for valuing its own investments. Subsequent to investment in an Underlying Fund,
16
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
2. Accounting Policies (continued)
the Investment Manager will monitor the valuation methodologies used by each Underlying Fund. The Fund bases its NAV on valuations of its interests in Underlying Funds provided by the managers of the Underlying Funds and/or their agents. These valuations involve significant judgment by the managers of the Underlying Funds and may differ from their actual realizable value. Under certain circumstances, the Valuation Designee may modify the managers’ valuations based on updated information received since the last valuation date. The Valuation Committee may also modify valuations if the valuations are deemed to not fully reflect the fair value of the investment. Valuations will be provided to the Fund based on interim unaudited financial records of the Underlying Funds, and, therefore, will be estimates and may fluctuate as a result. The Board and the Valuation Designee may have limited ability to assess the accuracy of these valuations.
In circumstances in which market quotations are not readily available or are deemed unreliable, or in the case of the valuation of private, direct investments, such investments may be valued as determined in good faith using methodologies approved by the Board. In these circumstances, the Fund determines fair value in a manner that seeks to reflect the market value of the security on the valuation date based on consideration by the Valuation Designee of any information or factors deemed appropriate. The Valuation Designee may engage third party valuation consultants on an as-needed basis to assist in determining fair value.
Fair valuation involves subjective judgments, and there is no single standard for determining the fair value of an investment. The fair value determined for an investment may differ materially from the value that could be realized upon the sale of the investment. Fair values used to determine the Fund’s NAV may differ from quoted or published prices, or from prices that are used by others, for the same investment. Thus, fair valuation may have an unintended dilutive or accretive effect on the value of shareholders’ investments in the Fund. Information that becomes known to the Fund or its agents after the NAV has been calculated on a particular day will not be used to retroactively adjust the price of a security or the NAV determined earlier. Prospective investors should be aware that situations involving uncertainties as to the value of investments could have an adverse effect on the Fund’s NAV if the judgments of the Board or the Valuation Committee regarding appropriate valuations should prove incorrect.
Engaging in these transactions involves risk of loss, which could adversely affect the value of the Fund’s net assets. No assurance can be given that a liquid market will exist for any particular futures contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting the Fund to substantial losses. The Fund did not engage in these transactions during the period nor had any open futures contracts as of April 30, 2023.
Federal Income Taxes
The Fund intends to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund did not so qualify for the tax year ending April 30, 2023. The Fund utilizes a tax-year end of April 30 and the Fund’s income and federal excise tax returns and all financial records supporting the 2022 returns are subject to examination by the federal and California revenue authorities. As the Fund intends to qualify as a registered investment company for the tax year ending April 30, 2023, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income and capital gains to shareholders. Therefore, no federal income tax provision is required. Management of the Fund is required to determine whether a tax position taken by the Fund is more likely than not to be sustained upon examination by the applicable taxing authority, based on the technical merits of the position. Based on its analysis, there were no tax positions identified by management of the Fund which did not meet the “more likely than not” standard as of April 30, 2023.
3. Principal Risks
Impact Investing Risk
There is a risk that the investments identified by the Investment Manager as consistent with the Fund’s impact investing framework do not operate as expected when addressing ESG impact. An issuer’s ESG impact or the Investment Manager’s assessment of an issuer’s ESG impact could vary over time, which could cause the Fund to be temporarily invested in investments that do not comply with the Fund’s approach to impact investing. There are significant differences in interpretations of what it means for an issuer to have a positive ESG impact. In implementing the Fund’s impact investment
17
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
3. Principal Risks (continued)
strategy, the Investment Manager may select or exclude investment in certain industries, sectors, regions or countries for reasons other than investment performance. In addition, it may cause the Fund to forego opportunities to buy certain securities that otherwise might be advantageous, or to sell securities when it might otherwise be advantageous to continue to hold those securities. The Fund’s incorporation of ESG criteria into its investment process may cause the Fund to perform differently from a Fund that uses a different methodology to identify and/or incorporate ESG impact criteria or relies solely or primarily on financial metrics. Impact investing is qualitative and subjective by nature. The definition of “impact investing” will vary according to an investor’s beliefs and values. There is no guarantee that the Investment Manager’s definition of impact investing, security selection criteria or investment judgment will reflect the beliefs or values of any particular investor. Currently, there is a lack of common industry standards relating to the development and application of ESG criteria, which may make it difficult to compare the Fund’s principal investment strategies with the investment strategies of other funds that integrate certain “impact” criteria. The investments selected by the Investment Manager as demonstrating certain ESG characteristics may not be the same as those selected by other investment managers as exhibiting those characteristics.
There is a risk that information used by the Investment Manager to evaluate environmental, social and governance (“Impact”) factors may not be readily available, complete, or accurate, which could negatively impact the Investment Manager’s ability to evaluate such factors. The Investment Manager relies on various sources of information to evaluate an opportunity, including information that may be based on assumptions and estimates. To the extent that the Investment Manager references ESG information from third-party data providers in conducting its proprietary analysis, such information may be incomplete, inaccurate or unavailable. Neither the Fund nor the Investment Manager can offer assurances that the Investment Manager’s investment process or sources of information will provide an accurate assessment of the Fund’s investments. The Investment Manager uses third-party data that it believes to be reliable, but it does not guarantee the accuracy of such third-party data. Data can vary across providers or within industries. ESG standards differ by region and industry, and “impact” practices or the Investment Manager’s or data providers’ assessment of ESG practices may change over time. Regulatory changes or interpretations regarding the definitions and/or use of “impact” criteria could have a material adverse effect on a Fund’s ability to invest in accordance with its investment strategies and/or achieve its investment objective.
LIBOR Transition Risk
Certain instruments in which the Fund may invest rely in some fashion upon the London Interbank Offered Rate (“LIBOR”). The United Kingdom’s Financial Conduct Authority, which regulates London Interbank Offered Rate (“LIBOR”), announced plans to phase out the use of LIBOR at the end of 2021 and a majority of U.S. dollar LIBOR settings will cease publication after June 30, 2023. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. The U.S. Federal Reserve, based on the recommendations of the New York Federal Reserve’s Alternative Reference Rate Committee (comprised of major derivative market participants and their regulators), has begun publishing Secured Overnight Financing Rate Data that is intended to replace U.S. dollar LIBOR. Proposals for alternative reference rates for other currencies have also been announced or have already begun publication. Markets are slowly developing in response to these new reference rates. There remains uncertainty regarding the future use of LIBOR and the nature of any replacement rate. The transition process away from LIBOR may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR. The transition process may also result in a reduction in the value of certain instruments held by the Fund or reduce the effectiveness of related Fund transactions such as hedges. Volatility, the potential reduction in value, and/or the hedge effectiveness of financial instruments may be heightened for financial instruments that do not include fallback provisions that address the cessation of LIBOR. Any potential effects of the transition away from LIBOR on any of the financial instruments in which the Fund invests, as well as other unforeseen effects, could result in losses to the Fund.
Borrowing, Use of Leverage
The Fund may leverage its investments by “borrowing,” use of swap agreements, options or other derivative instruments, use of short sales or issuing preferred stock or preferred debt. The use of leverage increases both risk of loss and profit potential. The Investment Manager may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) issuing preferred stock or preferred debt, (iii) swap agreements or other derivative instruments, or (iv) a combination of these methods. The Fund is subject to the Investment Company Act requirement that an investment company limit its borrowings to no more than 50% of its total assets for preferred stock or preferred debt and 33 1/3% of its total assets for debt securities, including amounts borrowed, measured at the time the investment company incurs the indebtedness. Although leverage may increase profits, it exposes the Fund to credit risk, greater market risks and higher current expenses. The effect of leverage with respect to any investment in a market that moves adversely to such investment could result in a loss to the
18
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
3. Principal Risks (continued)
investment portfolio of the Fund that would be substantially greater than if the investment were not leveraged. Also, access to leverage and financing could be impaired by many factors, including market forces or regulatory changes, and there can be no assurance that the Fund will be able to secure or maintain adequate leverage or financing.
Margin borrowings and transactions involving forwards, swaps, futures, options and other derivative instruments could result in certain additional risks to the Fund. In such transactions, counterparties and lenders will likely require the Fund to post collateral to support its obligations. Should the securities and other assets pledged as collateral decline in value or should brokers increase their maintenance margin requirements (i.e., reduce the percentage of a position that can be financed), the Fund could be subject to a “margin call,” pursuant to which it must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged assets to compensate for the decline in value. In the event of a precipitous drop in the value of pledged securities, the Fund might not be able to liquidate assets quickly enough to pay off the margin debt or provide additional collateral and may suffer mandatory liquidation of positions in a declining market at relatively low prices, thereby incurring substantial losses.
Indemnifications
In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these agreements is dependent on future claims that may be made against the Fund, and therefore cannot be established; however, the risk of loss from such claims is considered remote.
Limited Liquidity
Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. There is no assurance that you will be able to tender your Shares when or in the amount that you desire. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made quarterly by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.
Non-Diversified Status
The Fund is a “non-diversified” management investment company. Thus, there are no percentage limitations imposed by the Investment Company Act on the Fund’s assets that may be invested, directly or indirectly, in the securities of any one issuer. Consequently, if one or more securities are allocated a relatively large percentage of the Fund’s assets, losses suffered by such securities could result in a higher reduction in the Fund’s capital than if such capital had been more proportionately allocated among a larger number of securities. The Fund may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company.
Private Markets Risk
The securities in which the Fund, directly or indirectly, may invest include privately issued securities of both public and private companies. Private securities have additional risk considerations than investments in comparable public investments. Whenever the Fund invests in companies that do not publicly report financial and other material information, it assumes a greater degree of investment risk and reliance upon the Investment Manager’s ability to obtain and evaluate applicable information concerning such companies’ creditworthiness and other investment considerations. Certain private securities may be illiquid. Because there is often no readily available trading market for private securities, the Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell them if they were more widely traded. Private securities that are debt securities generally are of below-investment grade quality, frequently are unrated and present many of the same risks as investing in below-investment grade public debt securities. Investing in private debt instruments is a highly specialized investment practice that depends more heavily on independent credit analysis than investments in other types of obligations.
Repurchase Offers
The Fund is a closed-end investment company structured as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% of the Fund’s outstanding Shares on the repurchase request deadline. The Fund will offer to purchase only a small portion of its Shares each quarter, and there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer.
19
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
3. Principal Risks (continued)
Under current regulations, such offers must be for not less than 5% nor more than 25% of the Fund’s Shares outstanding on the repurchase request deadline. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased.
Recent Market and Economic Developments
The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has disrupted economic markets and the prolonged economic impact is uncertain. Although vaccines for COVID-19 are available, the ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The operational and financial performance of the issuers of securities in which the Fund invest depends on future developments, including the duration and spread of the outbreak and the pace of recovery which may vary from market to market, and such uncertainty may in turn adversely affect the value and liquidity of the Fund’s investments, impair the Fund’s ability to satisfy redemption requests, and negatively impact the Fund’s performance.
The impairment or failure of one or more banks with whom the Fund transacts may inhibit the Fund’s ability to access depository accounts. In such cases, the Fund may be forced to delay or forgo investments, resulting in lower Fund performance. In the event of such a failure of a banking institution where the Fund holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC. In such instances, the Fund may not recover such excess, uninsured amounts.
Russia/Ukraine Risk
In February 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries and the threat of wider-spread hostilities could have a severe adverse effect on the region and global economies, including significant negative impacts on the markets for certain securities and commodities, such as oil and natural gas. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future, could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long the armed conflict and related events will last cannot be predicted. These tensions and any related events could have a significant impact on Fund performance and the value of Fund investments.
4. Fair Value of Investments
(a) Fair value - Definition
The Fund uses a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Accordingly, the fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
● | Level 1 – Valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
● | Level 2 – Valuations based on inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly. |
● | Level 3 – Valuations based on inputs that are both significant and unobservable to the overall fair value measurement. |
Investments in private investment companies measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy.
The availability of valuation techniques and observable inputs can vary from investment to investment and are affected by a wide variety of factors, including type of investment, whether the investment is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, determining fair value requires more judgment. Because of the inherent uncertainly of valuation, estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Investment Manager in determining fair value is greatest for investments categorized in Level 3.
20
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
4. Fair Value of Investments (continued)
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
(b) Fair Value – Valuation Techniques and Inputs
When determining fair value, the Fund uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
Investments in Private Investment Companies
The Fund values private investment companies using the NAVs provided by the underlying private investment companies as a practical expedient. The Fund applies the practical expedient to private investment companies on an investment-by- investment basis, and consistently with the Fund’s entire position in a particular investment, unless it is probable that the Fund will sell a portion of an investment at an amount different from the NAV of the investment. Each of these investments has certain restrictions with respect to rights of withdrawal by the Fund as specified in the respective agreements. Generally, the Fund is required to provide notice of its intent to withdraw after the investment has been maintained for a certain period of time. The management agreements of the private investment companies provide for compensation to the managers in the form of fees ranging from 0% to 2% annually of net assets and performance incentive allocations or fees ranging from 0% to 20% on net profits earned.
Investments in Credit Facilities
The Fund has invested in credit facilities that are either secured by the borrower’s assets or are unsecured in nature. The credit facilities have been made directly or through participation with private investment or operating companies. The investments in credit facilities will generally be held at cost subject to certain revisions, such as (i) a material change in interest rates for similar notes or (ii) if the Investment Manager becomes aware of a fundamental change that has not been reflected in the cost such as collectability or other credit issues. The Fund has determined to value its investments in credit facilities generally at cost although some are above or below cost as of April 30, 2023. During the fiscal year ended April 30, 2023, the Investment Manager determined there were no material changes in interest rates or fundamental changes. Investments in credit facilities are categorized in Level 3 of the fair value hierarchy.
Investments in Direct Equities
As a part of some of the credit facilities, the Fund receives direct equity in the private investments or operating companies of the borrower via common stock shares, warrants, or profit-sharing instruments. The Fund has determined to value its investments in direct equities through a discounted cash flow or market approach method as of April 30, 2023. Investments in direct equities are categorized in Level 3 of the fair value hierarchy.
(c) Fair Value - Hierarchy
The Fund’s assets recorded at fair value have been categorized based on a fair value hierarchy as described in the Fund’s significant accounting policies. The following table presents information about the Fund’s assets and liabilities measured at fair value as of April 30, 2023. Assets valued using NAV as a practical expedient, an indicator of fair value, are listed in a separate column to permit reconciliation to totals in the Statement of Assets and Liabilities:
Investments | Level 1 | Level 2 | Level 3 | Investments | Total | |||||||||||||||
Private Investment Companies | $ | — | $ | — | $ | — | $ | 5,666,949 | $ | 5,666,949 | ||||||||||
Credit Facilities | — | — | 20,387,344 | — | 20,387,344 | |||||||||||||||
Direct Equities | — | — | 203,210 | — | 203,210 | |||||||||||||||
Investments in Public Securities | 103,086 | — | — | — | 103,086 | |||||||||||||||
Short-Term Investments | 7,059,764 | — | — | — | 7,059,764 | |||||||||||||||
Total Assets | $ | 7,162,850 | $ | — | $ | 20,590,554 | $ | 5,666,949 | $ | 33,420,353 | ||||||||||
21
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
4. Fair Value of Investments (continued)
(d) Fair Value – Changes in Level 3 Measurements
The following table presents the changes in assets and transfers in and out which are classified in Level 3 of the fair value hierarchy for the fiscal year ended April 30, 2023:
| Private | Credit | Direct | |||||||||
April 30,2022 | $ | 1,268,416 | $ | 3,769,823 | $ | 52,000 | ||||||
Realized gains (losses) | — | — | — | |||||||||
Change in Unrealized gains (losses) | — | — | 151,210 | |||||||||
Transfers Into Level 3 | — | — | — | |||||||||
Transfers Out of Level 3 | — | — | — | |||||||||
Recategorized | (1,268,416 | ) | 1,268,416 | — | ||||||||
Purchases | — | 16,222,635 | — | |||||||||
Sales | — | (873,530 | ) | — | ||||||||
April 30, 2023 | $ | — | $ | 20,387,344 | $ | 203,210 | ||||||
Net change in unrealized appreciation/(depreciation) attributable to Level 3 investments held at April 30, 2023 | — | — | 151,210 | |||||||||
(e) Fair Value - Significant Unobservable Inputs
The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s investments that are categorized in Level 3 of the fair value hierarchy as of April 30, 2023.
Investments | Fair Value | Valuation | Unobservable | Range of | Weighted | Impact on | ||||||||||||||||||
Credit Facilities | $ | 20,387,344 | Market Approach | Recent transaction price | N/A | N/A | Increase | |||||||||||||||||
Direct Equities | $ | 203,210 | Discounted Cash Flow Market Approach | Discount Rate Growth Rate Ownership % Market Multiple Exercise Price Discount Rate | 20.00% 3.00% 1.95% 8.15x EUR 200 20.00% | 20.00% N/A N/A N/A N/A 20.00% | Decrease Increase Increase Increase Increase Decrease | |||||||||||||||||
1 | Unobservable inputs were weighted by the fair value of the instruments as of fiscal year-ended April 30, 2023. |
22
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
5. Capital Stock
The Fund is authorized to offer Shares designated as Institutional Class Shares. While the Fund presently offers a single class of Shares, it may offer other classes of Shares as well in the future. From time to time, the Board may create and offer additional classes of Shares, or may vary the characteristics of the Institutional Class Shares described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular class of Shares; (5)differences in any dividends and net asset values resulting from differences in fees under a distribution and/or service plan or in class expenses; (6) the addition of sales loads; (7) any conversion features, as permitted under the Investment Company Act.
The minimum initial investment in Institutional Class Shares by any investor is $1 million. However, the Fund, in its sole discretion, may accept investments below the minimum with respect to Institutional Class Shares. Shares may be purchased by principals and employees of the Investment Manager or its affiliates and their immediate family members without being subject to the minimum investment requirements. The purchase price for each class of Shares is based on the NAV per Share of that Class as of the date such Shares are purchased.
The Institutional Class Shares are not subject to any initial sales charge.
Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in cash. Orders will be priced at the appropriate price next computed after the order is received by the Fund. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund at any time.
A substantial portion of the Fund’s investments are illiquid. For this reason, the Fund is structured as a closed-end interval fund, which means that the Shareholders will not have the right to redeem their Shares on a daily basis. In addition, the Fund does not expect any trading market to develop for the Shares. As a result, if investors decide to invest in the Fund, they will have very limited opportunity to sell their Shares.
Pursuant to Rule 23c-3 under the Investment Company Act, on a quarterly basis, the Fund offers shareholders the option of redeeming Shares at NAV. The Board determines the quarterly repurchase offer amount (“Repurchase Offer Amount”), which can be no less than 5% and no more than 25% of all Shares of all classes outstanding on the repurchase request deadline. If shareholders tender more than the Repurchase Offer Amount, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed 2% of all outstanding Shares of the Fund on the repurchase request deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of all outstanding Shares on the repurchase request deadline, the Fund shall repurchase the Shares tendered on a pro rata basis. There is no guarantee that a shareholder will be able to sell all of the Shares tendered in a quarterly repurchase offer. Limited liquidity will be provided to shareholders only through the Fund’s quarterly repurchases.
Repurchase Offer | Repurchase Offer | Repurchase Offer | Repurchase Offer | |||||||||||||
Commencement Date | May 25, 2022 | August 25, 2022 | November 23, 2022 | February 22, 2023 | ||||||||||||
Repurchase Request Deadline | June 15, 2022 | September 15, 2022 | December 15, 2022 | March 15, 2023 | ||||||||||||
Repurchase Pricing Date | June 15, 2022 | September 15, 2022 | December 15, 2022 | March 15, 2023 | ||||||||||||
Net Asset Value as of Repurchase Offer Date | ||||||||||||||||
Institutional Class | $ | 26.27 | $ | 26.45 | $ | 26.81 | $ | 26.91 | ||||||||
Amount Repurchased | ||||||||||||||||
Institutional Class | $ | — | $ | 150,455 | $ | 125,785 | $ | 1,164,897 | ||||||||
Percentage of Outstanding Shares Repurchased | ||||||||||||||||
Institutional Class | 0.00 | % | 1.19 | % | 0.60 | % | 3.83 | % | ||||||||
23
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
6. Investment Management and Other Agreements
The Fund has entered into an investment management agreement (the “Investment Management Agreement”) with the Investment Manager. Pursuant to the Investment Management Agreement, the Fund pays the Investment Manager a monthly Investment Management Fee equal to 1.25% of the average daily “Managed Assets.” “Managed Assets” means the total assets of the Fund (including any assets attributable to any leverage that may be outstanding) minus the sum of accrued liabilities (other than debt representing financial leverage and the aggregate liquidation preference of any outstanding preferred shares). Average daily Managed Assets is the sum of the Managed Assets at the beginning of each business day and the Managed assets at the end of such business day and divided by two. Accrued liabilities are expenses incurred in the normal course of the Fund’s operations.
The Investment Manager has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Manager has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed 1.75% of the average daily net assets of Institutional Class Shares (the “Expense Limit”). Because taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, and extraordinary expenses are excluded from the Expense Limit, Total Annual Expenses (after fee waivers and expense reimbursements) are expected to exceed 1.75% of the average daily net assets of Institutional Class Shares. For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit in place at the time of the Waiver and the current Expense Limit at the time of the recoupment. The Expense Limitation and Reimbursement Agreement is in effect until October 1, 2024. The Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms thereafter. This Agreement may be terminated at any time by the Fund’s Board of Trustees upon thirty (30) days’ written notice to the Investment Manager. This Agreement may be terminated by the Investment Manager as of the end of its then-current term upon thirty (30) days’ written notice to the Fund.
For the fiscal year ended April 30, 2023, the Investment Manager waived fees totaling $575,068. For a period not to exceed three years from the date on which a Waiver is made, the Investment Manager may recoup amounts waived or assumed, provided it is able to effect such recoupment and remain in compliance with the Expense Limit. Total waived fees of $920,986 consist of organizational costs of $128,050, which are eligible for recoupment until October 15, 2024, waived fees of $217,868 for the period November 1, 2021 (commencement of operations) through April 30, 2022 which are eligible for recoupment until April 30, 2025, and waived fees of $575,068 for the year ended April 30, 2023, which are eligible for recoupment until April 30, 2026.
Foreside Fund Services, LLC (the “Distributor”) is the distributor (also known as principal underwriter) of the Shares of the Fund and acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund.
The Fund has retained an administrator, UMB Fund Services, Inc. (the “Administrator”) to provide administrative services, and to assist with operational needs. In consideration for these services, the Fund pays the Administrator a minimum monthly administration fee (the “Administration Fee”). The Administration Fee is paid to the Administrator out of the assets of the Fund and therefore decreases the net profits or increases the net losses of the Fund. The Administrator is also reimbursed by the Fund for out-of-pocket expenses relating to services provided to the Fund and receives a fee for transfer agency services. The Administration Fee and the other terms of the Administration Agreement may change from time to time as may be agreed to by the Fund management and the Administrator.
A trustee and an officer of the Fund are employees of the Administrator. The Fund does not compensate the trustee or officer affiliated with the Fund’s Administrator. For the fiscal year ended April 30, 2023, the Fund’s allocated fees incurred for directors are reported on the Statement of Operations.
UMB Bank, n.a. (the “Custodian”), an affiliate of the Administrator, serves as the primary custodian of the assets of the Fund, and may maintain custody of such assets with U.S. and non-U.S. sub custodians (which may be banks and trust companies), securities depositories and clearing agencies in accordance with the requirements of Section 17(f) of the Investment Company Act and the rules thereunder. Assets of the Fund are not held by the Investment Manager or commingled with the assets of other accounts other than to the extent that securities are held in the name of the Custodian or U.S. or non-U.S. sub custodians in a securities depository, clearing agency or omnibus customer account of such custodian. In consideration for these services, the Fund pays the Custodian a minimum monthly custodian fee.
24
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
7. Related Party Transactions
At April 30, 2023, the Investment Manager and its affiliates owned 18,060,985 (or 53% of net assets) of the Fund.
8. Federal Income Taxes
At April 30, 2023, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:
| Cost of Investments | $ | 32,860,880 | ||
| Gross Unrealized Appreciation | $ | 721,787 | ||
| Gross Unrealized Depreciation | (162,314 | ) | ||
| Net Unrealized Appreciation/(Depreciation) | $ | 559,473 |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
U.S. GAAP requires that certain components of net assets to be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the year ended April 30, 2023, permanent differences in book and tax accounting are from permanent adjustments due to the conversion from a C-Corporation and have been reclassified to paid-in capital and total distributable earnings as follows:
Increase (Decrease) | |
Paid-in | Total Distributable |
$93,793 | $(93,793) |
As of April 30, 2023 the components of distributable earnings on a tax basis were as follows:
Undistributed ordinary income | $ | 188,368 | ||
Undistributed long-term gains | 57,643 | |||
Tax accumulated earnings | 246,011 | |||
Accumulated capital and other losses | — | |||
Unrealized appreciation on investments | 559,473 | |||
Total distributable earnings | $ | 805,484 |
The tax character of the distribution paid during the fiscal year/period ended April 30, 2023 and April 30, 2022 were as follows:
Distributions paid from: | 2023 | 2022 | ||||||
Ordinary income | $ | 1,129,705 | $ | 68,535 | ||||
Net long term capital gains | — | — | ||||||
Return of Capital | — | 26,672 | ||||||
Total distributions paid | $ | 1,129,705 | $ | 95,207 | ||||
9. Investment Transactions
For the fiscal year ended April 30, 2023, purchases and sales of investments, excluding short-term investments, were $20,864,554 and $873,530, respectively.
25
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
10. Commitments
Credit facilities may be structured to be fully funded at the time of investment or include unfunded loan commitments, which are contractual obligations for future funding. As of April 30, 2023, the Fund had unfunded loan commitments to credit facilities of $8,752,775.
The following table represents investment categories, unfunded commitments and redemptive restrictions of investments that are measured at NAV per share (or its equivalent) as a practical expedient as of April 30, 2023:
Investment Name | Vehicle Type | Fair Value | Total Uncalled | Redemption | Redemption Notice Period | ||||||||||||
Clean Growth Fund III, LP | Private LPs (3) | $ | 341,049 | $ | 175,000 | None | N | ||||||||||
Clean Growth Fund VI, LP | Private LPs (3) | 1,087,992 | 2,402,093 | None | N | ||||||||||||
Community EM Credit Fund I, LP | Private LPs (1) | 2,592,571 | — | Monthly | At least a 30 days’ written notice to the general partner prior to each calendar month end. Withdrawal Gate is 2.5% of the master fund’s aggregated net asset value. | ||||||||||||
Conservation Resource Capital VI | Private LPs (2) | 564,290 | 376,230 | None | N | ||||||||||||
CVI Clean Energy Fund C II LP | Private LPs (1) | 600,000 | 2,400,000 | None | N | ||||||||||||
WindSail Credit QP Fund, L.P. | Private LPs (1) | 481,047 | — | Quarterly | At least a 60 days’ written notice to the general partner prior to each calendar quarter-end. Withdrawal Gate is 20% of the net asset value of the master fund | ||||||||||||
| Total | $ | 5,666,949 | $ | 5,353,323 | |||||||||||||
(1) | Private partnerships or credit facilities that are in specialty finance investments. Such partnerships invest in institutional loans to a non-bank, private lender, which uses the capital to make loans in their particular vehicle. |
(2) | Real estate equity partnerships that consist of equity investments backed by commercial real estate. |
(3) | Private partnerships that are secondaries positions. These investments are purchased in the secondary market of a limited partner’s interest in a private credit fund from the primary owner. |
26
Variant Impact Fund
Notes to Financial Statements
April 30, 2023 (continued)
11. Subsequent Events
In preparing these financial statements, management has evaluated subsequent events through the date of issuance of the financial statements included herein.
The Fund commenced a repurchase offer on May 25, 2023 and the results are as follows:
| Repurchase Offer | |||
Commencement Date | May 25, 2023 | |||
Repurchase Request Deadline | June 15, 2023 | |||
Repurchase Pricing Date | June 15, 2023 | |||
Net Asset Value as of Repurchase Offer Date | ||||
Institutional Class | $36,881,510 | |||
Amount Repurchased | ||||
Institutional Class | $152,475 | |||
Percentage of Outstanding Shares Repurchased | ||||
Institutional Class | 0.41% | |||
There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.
27
Variant Impact Fund
Fund Management (Unaudited)
April 30, 2023
The identity of the members of the Board and the Fund’s officers and brief biographical information as of April 30, 2023 is set forth below. The Fund’s Statement of Additional Information includes additional information about the membership of the Board, and is available without charge, upon request, by calling the Fund at 1-877-770-7717.
INDEPENDENT TRUSTEES
Name, Address | Position(s) | Length of | Principal Occupation(s) | Number of | Other |
David G. Lee | Chairman and Trustee | Since Inception | Retired (since 2012); President and Director, Client Opinions, Inc. (2003 – 2012); Chief Operating Officer, Brandywine Global Investment Management (1998 – 2002). | 17 | None |
Robert Seyferth | Trustee | Since Inception | Retired (since 2009); Chief Procurement Officer/Senior Managing Director, Bear Stearns/JP Morgan Chase (1993 – 2009). | 17 | None |
Gary E. Shugrue | Trustee | Since Inception | Managing Director, Veritable LP (investment advisory firm) (2016 – Present); Founder/ President, Ascendant Capital Partners, LP (private equity firm) (2001 – 2015). | 15 | Trustee, Quaker Investment Trust (2 portfolios) (registered Investment company). |
28
Variant Impact Fund
Fund Management (Unaudited)
April 30, 2023 (continued)
INTERESTED TRUSTEES AND OFFICERS
Name, Address | Position(s) | Length of | Principal Occupation(s) | Number of | Other |
Terrance P. Gallagher** | Trustee | Since Inception | Executive Vice President and Director of Fund Accounting, Administration and Tax; UMB Fund Services, Inc. (2007 – present). President, Investment Managers Series Trust II (registered investment company) (2013 – present); Treasurer, American Independence Funds Trust (registered investment company) (2016 – 2018); Treasurer, Commonwealth International Series Trust (registered investment company) (2010 – 2015). | 17 | Trustee, Investment Managers Series Trust II (51 portfolios) (registered investment company). |
Robert W. Elsasser | President | Since Inception | Principal, Variant Investments, LLC (2017-Present); Director of Fixed Income, CTC myCFO (2010-2016). | N/A | N/A |
Curtis Fintel | Treasurer | Since Inception | Principal, Variant Investments, LLC (2017-Present); Chief Investment Strategist, CTC myCFO (2006-2016). | N/A | N/A |
29
Variant Impact Fund
Fund Management (Unaudited)
April 30, 2023 (continued)
INTERESTED TRUSTEES AND OFFICERS (Continued)
Name, Address | Position(s) | Length of | Principal Occupation(s) | Number of | Other |
Bernadette Murphy | Chief Compliance Officer | Since Inception | Director, Vigilant Compliance, LLC (investment management solutions firm) (2018 – Present); Director of Compliance and operations, B. Riley Capital Management, LLC (investment advisory firm ((2017 – 2018); Chief Compliance Officer, Dialect Capital Management, LP (Investment advisory firm) (2008 – 2018). | N/A | N/A |
Ann Maurer | Secretary | Since Inception | Senior Vice President, Client Services (2017 –Present); Vice President, Senior Client Service Manager (2013 – 2017), Assistant Vice President, Client Relations Manager (2002 – 2013); UMB Fund Services, Inc. | N/A | N/A |
* | The fund complex consists of the Fund, AFA Multi-Manager Credit Fund, Agility Multi-Asset Income Fund, Aspiriant Risk-Managed Capital Appreciation Fund, Aspiriant Risk-Managed Real Asset Fund, Corbin Multi-Asset Strategy Fund, LLC, First Trust Alternative Opportunities Fund, First Trust Private Assets Fund, First Trust Private Credit Fund, First Trust Real Assets Fund, Infinity Core Alternative Fund, Keystone Private Income Fund, The Optima Dynamic Alternatives Fund, Variant Alternative Income Fund, Destiny Alternative Fund LLC, Destiny Alternative Fund (TEI) LLC, First Trust Hedged Strategies Fund, and Pender Real Estate Credit Fund. |
** | Mr. Gallagher is deemed an interested person of the Fund because of his affiliation with the Fund’s Administrator. |
30
Variant Impact Fund
Other Information (Unaudited)
April 30, 2023
Proxy Voting
The Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31. The Fund’s Form N-PX filing and a description of the Fund’s proxy voting policies and procedures are available: (i) without charge, upon request, by calling the Fund at 1-877-770-7717 or (ii) by visiting the SEC’s website at www.sec.gov.
Availability of Quarterly Portfolio Schedules
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Fund’s Form N-PORT reports are available on the SEC’s website at www.sec.gov or by calling the Fund at 1-877-770-7717.
Tax Information
For the year ended April 30, 2023, 3.37% of dividends to be paid from net investment income, including short-term capital gains from the Fund (if any), are designated as qualified dividend income.
For the year ended April 30, 2023, 3.37% of the dividends to be paid from net investment income, including short-term capital gains from the Fund (if any), are designated as dividends received deduction available to corporate shareholders.
31
Variant Impact Fund
Other Information (Unaudited)
April 30, 2023 (continued)
Privacy Policy
FACTS | WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION? |
Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include:
● Social Security number ● account balances ● account transactions ● transaction history ● wire transfer instructions ● checking account information
Even when you are no longer our customer, we continue to share your information as described in this notice. |
How? | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons funds choose to share; and whether you can limit this sharing. |
Reasons we can share your personal information | Does the Fund share? | Can you limit this sharing? |
For our everyday business purposes – | Yes | No |
For our marketing purposes – | No | We don’t share |
For joint marketing with other financial companies | No | We don’t share |
For our affiliates’ everyday business purposes – | Yes | No |
For our affiliates’ everyday business purposes – | No | We don’t share |
For our affiliates to market to you | No | We don’t share |
For nonaffiliates to market to you | No | We don’t share |
Questions? | Call 1-877-770-7717. |
32
Variant Impact Fund
Other Information (Unaudited)
April 30, 2023 (continued)
��
Privacy Policy (continued)
What we do | |
How does the Fund protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. |
How does the Fund collect my personal information? | We collect your personal information, for example, when you
● open an account ● provide account information ● give us your contact information ● make a wire transfer ● tell us where to send money
We also collect your information from others, such as credit bureaus, affiliates, or other companies. |
Why can’t I limit all sharing? | Federal law gives you the right to limit only
● sharing for affiliates’ everyday business purposes – information about your creditworthiness ● sharing for affiliates from using your information to market to you ● sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing. |
Definitions | |
Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies.
● Our affiliates include companies such as Variant Investments, LLC and UMB Fund Services, Inc. |
Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies.
● The Fund doesn’t share with nonaffiliates so they can market to you. |
Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
● The Fund doesn’t jointly market. |
33
| (b) | Not applicable |
ITEM 2. CODE OF ETHICS.
| (a) | The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
| (b) | Not applicable. |
| (c) | There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description. |
| (d) | The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. |
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of trustees has determined that Mr. David G. Lee and Mr. Robert Seyferth are qualified to serve as the audit committee financial experts serving on its audit committee and that they are "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
| (a) | Audit Fees |
The aggregate fees billed for the last two fiscal periods for professional services rendered by the principal accountant for the 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 were as follows:
| Fiscal year ended April 30, 2023: | $70,000 |
| Fiscal period ended April 30, 2022*: | $40,000 |
| (b) | Audit-Related Fees |
The aggregate fees billed for the last two fiscal periods for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are noted in the below table. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant:
| Fiscal year ended April 30, 2023: | $0.00 |
| Fiscal period ended April 30, 2022*: | $7,500 |
| (c) | Tax Fees |
The aggregate fees billed for the last two fiscal periods for professional services rendered by the principal accountant for the review and preparation of tax returns were as follows:
| Fiscal year ended April 30, 2023: | $7,000 |
| Fiscal period ended April 30, 2022*: | $7,000 |
| (d) | All Other Fees |
The aggregate fees billed for the last two fiscal periods for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were as follows:
| Fiscal year ended April 30, 2023: | $0.00 |
| Fiscal period ended April 30, 2022*: | $4,279 |
* For the period November 1, 2021 (registrant's commencement of operations) to April 30, 2022.
| (e) | Audit Committee’s pre-approval policies and procedures. |
| (1) | Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. |
The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.
| (2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X is as follows: |
| (a) | 100% |
| (b) | 100% |
| (c) | 100% |
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year ended April 30, 2023, that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and 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 adviser that provides ongoing services to the registrant for the last fiscal year ended April 30, 2023 of the registrant was $0.00.
(h) The registrant's audit committee of the board of trustees 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.
| (i) | Not applicable. |
| (j) | Not applicable. |
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 (a) of this form. |
| (b) | Not applicable. |
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Proxy Voting Policies and Procedures
For most fixed income investments, the voting matters generally involve amendments to loan documentation, borrower compliance with financial covenants, registration rights, prepayments, insolvency, and other distressed creditor situations. The Investment Manager does not have specific proxy voting policies or guidelines regarding categories of proxy matters submitted to fixed income security holders. Instead, the Investment Manager votes fixed income proxy matters on a case-by-case basis, taking into account the unique circumstances related to a particular borrower and other relevant factors.
The Investment Manager also votes proxies related to equity securities held in discretionary portfolios. Additionally, the Investment Manager may vote proxies or other matters on the closed end funds, BDCs, private funds and other vehicles, exchange traded notes or exchange traded funds in which it invests.
Routine proxy matters associated with equity securities (including but not limited to electing boards of directors, selecting auditors, shareholder rights, proxy contests, corporate governance matters, and executive and director compensation) typically are voted in accordance with the recommendations of management of the issuer. In the event it is determined to be in the best interests of shareholders to vote against issuer management recommendations, the reasons for such determination will be documented. On non-routine matters, such as amendments to governing instruments, proposals relating to compensation and stock option and equity compensation plans, corporate governance proposals and shareholder proposals, the Investment Manager will vote, or abstain from voting if deemed appropriate, on a case-by-case basis in a manner it believes to be in the best economic interest of the Fund’s shareholders.
For the Variant Impact Fund, the Investment Manager will also prioritize consistency with the Fund’s Impact Investing Framework in determining its vote.
The Investment Manager may delegate our responsibilities under the Proxy Policy to a third party proxy voting service, however, no such delegation will relieve the Investment Manager of its responsibilities. The Investment Manager will retain final authority and fiduciary responsibility for such proxy voting.
The Portfolio Managers are responsible for monitoring proxy voting actions and ensuring that (i) proxies are received and forwarded to the appropriate decision makers; and (ii) proxies are voted in a timely manner upon receipt of voting instructions. The Investment Manager is not responsible for voting proxies that are not received but will make reasonable efforts to obtain missing proxies. The Chief Compliance Officer shall identify and monitor potential conflicts of interest that could affect the proxy voting process, including (i) significant client relationships; (ii) other potential material business relationships; and (iii) material personal and family relationships. The Investment Manager may determine not to vote a particular proxy if the costs and burdens exceed the benefits of voting.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The following table provides biographical information about the members of Variant Investments LLC (the "Investment Manager"), who are primarily responsible for the day-to-day portfolio management of Variant Impact Fund (the "Fund") as of April 30, 2023:
Name of Portfolio Management Team Member |
Title | Length of Time of Service to the Fund |
Business Experience During the Past 5 Ye ars |
Role of Portfolio Management Team Member |
| Robert W. Elsasser | President | Since Inception | Principal, Variant Investments LLC (2017-Present) | Portfolio Management |
| Curt Fintel | Treasurer | Since Inception | Principal, Variant Investments LLC (2017-Present) | Portfolio Management |
| J.B. Hayes | Principal | Since Inception | Principal, Variant Investments LLC (2017-Present) | Portfolio Management |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than Variant Impact Fund, for which personnel of the Investment Manager are primarily responsible for the day-to-day portfolio management as of April 30, 2023:
| Name of Portfolio Management Team Member | Number of Accounts an Total Value of Assets for Which Advisory Fee is Performance-Based: | Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee: | ||||
| Name | Registered companies investment | Other pooled investment vehicles | Other accounts | Registered investment companies | Other pooled investment vehicles | Other accounts |
| Robert W. Elsasser | $0 | $0 | $0 | 1 account $2.564 billion | $0 | $0 |
| Curt Fintel | $0 | $0 | $0 | 1 account $2.564 billion | $0 | $0 |
| J.B. Hayes | $0 | $0 | $0 | 1 account $2.564 billion | $0 | $0 |
Conflicts of Interest
The Fund may be subject to a number of actual and potential conflicts of interest.
The Investment Manager and its affiliates engage in financial advisory activities that are independent from, and may from time to time conflict with, those of the Fund. In the future, there might arise instances where the interests of such affiliates conflict with the interests of the Fund. The Investment Manager and its affiliates may provide services to, invest in, advise, sponsor and/or act as investment manager to investment vehicles and other persons or entities (including prospective investors in the Fund) which may have structures, investment objectives and/or policies that are similar to (or different than) those of the Fund; which may compete with the Fund for investment opportunities; and which may, subject to applicable law, co-invest with the Fund in certain transactions. In addition, the Investment Manager and its affiliates and respective clients may themselves invest in securities that would be appropriate for the Fund.
Although the Investment Manager and its affiliates seek to allocate investment opportunities among the Fund and their other clients in a fair and reasonable manner, there can be no assurance that an investment opportunity which comes to the attention of the Investment Manager or its affiliates will be appropriate for the Fund or will be referred to the Fund. The Investment Manager and its affiliates are not obligated to refer any investment opportunity to the Fund.
The directors, partners, trustees, managers, members, officers and employees of the Investment Manager and its affiliates may buy and sell securities or other investments for their own accounts (including through funds managed by the Investment Manager or its affiliates). As a result of differing trading and investment strategies or constraints, investments may be made by directors, partners, trustees, managers, members, officers and employees that are the same, different from or made at different times than investments made for the Fund. To reduce the possibility that the Fund will be materially adversely affected by the personal trading described above, the Fund and the Investment Manager have individually adopted codes of ethics (collectively, the "Codes of Ethics") in compliance with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the portfolio transactions of the Fund.
(a)(3) Compensation Structure of Portfolio Manager
As of April 30, 2023, total compensation paid to each Portfolio Manager includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives. The amounts paid to the Portfolio Managers are based on a percentage of the fees earned by the Investment Manager from managing the Fund and other investment accounts. The performance bonus reflects individual performance and the performance of the Investment Manager’s business as a whole. These individuals will also participate in a 401K program and receive medical/dental insurance benefits on the same basis as other officers of the Investment Manager. The compensation structure of key investment professionals is structured to incent long-term client retention and client service.
(a)(4) Disclosure of Securities Ownership
Portfolio Management Team’s Ownership of Shares
The following table sets forth the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund as of April 30, 2023:
Name of Portfolio Management Team Member: | Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member: | |
| Curt Fintel | $500,001 - $1,000,000 | |
| J.B. Hayes | $100,001 - $500,000 | |
| Robert Elsasser | $100,001 - $500,000 | |
| (b) | Not Applicable |
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(3) Not applicable.
(a)(4) Not applicable.
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.
| (registrant) | Variant Impact Fund | |
| By (Signature and Title)* | /s/Robert W. Elsasser | |
| Robert W. Elsasser, President | ||
| (Principal Executive Officer) | ||
Date | July 7, 2023 |
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 (Signature and Title)* | /s/Robert W. Elsasser | |
Robert W. Elsasser, President (Principal Executive Officer) | ||
Date | July 7, 2023 | |
By (Signature and Title)* | /s/Curt Fintel | |
| Curt Fintel, Treasurer | ||
| (Principal Financial Officer) | ||
Date | July 7, 2023 |
| * | Print the name and title of each signing officer under his or her signature. |