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 _811-03835_
Value Line Centurion Fund, Inc.
(Exact name of registrant as specified in charter)
7 Times Square, suite 1606, New York, N.Y. 10036
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 212-907-1900
Date of fiscal year end: December 31, 2021
Date of reporting period: December 31, 2021
Item I Reports to Stockholders
a) A copy of the Annual Report to Stockholders for the period ended 12/31/21 is included with this Form.
To Contractowners
Portfolio Manager
Composition at
To Contractowners
To Contractowners
President of the Value Line Funds
To Contractowners
To Contractowners
To Contractowners
To Contractowners
| | Issue | | | Shares | | | Value | | | Percentage of Net Assets | | | |||||||||
| | Mettler-Toledo International, Inc. | | | | | 5,400 | | | | | $ | 9,164,934 | | | | | | 5.4% | | | |
| | Roper Technologies, Inc. | | | | | 15,400 | | | | | | 7,574,644 | | | | | | 4.4% | | | |
| | Rollins, Inc. | | | | | 214,499 | | | | | | 7,338,011 | | | | | | 4.3% | | | |
| | Waste Connections, Inc. | | | | | 51,300 | | | | | | 6,990,651 | | | | | | 4.1% | | | |
| | Teledyne Technologies, Inc. | | | | | 15,500 | | | | | | 6,771,795 | | | | | | 4.0% | | | |
| | ANSYS, Inc. | | | | | 15,800 | | | | | | 6,337,696 | | | | | | 3.7% | | | |
| | Church & Dwight Co., Inc. | | | | | 61,600 | | | | | | 6,314,000 | | | | | | 3.7% | | | |
| | IDEXX Laboratories, Inc. | | | | | 9,300 | | | | | | 6,123,678 | | | | | | 3.6% | | | |
| | Equifax, Inc. | | | | | 20,500 | | | | | | 6,002,195 | | | | | | 3.5% | | | |
| | AutoZone, Inc. | | | | | 2,800 | | | | | | 5,869,892 | | | | | | 3.4% | | | |
To Contractowners
| | | | | 1 Yr | | | 5 Yrs | | | 10 Yrs | | | |||||||||
| | Value Line Centurion Fund, Inc. | | | | | 19.67% | | | | | | 17.57% | | | | | | 14.87% | | | |
| | S&P 500® Index | | | | | 28.71% | | | | | | 18.47% | | | | | | 16.55% | | | |
To Contractowners
| | | | | Beginning Account Value July 1, 2021 | | | Ending Account Value December 31, 2021 | | | Expenses Paid During Period* | | | Annualized Expense Ratio | | | ||||||||||||
| | Actual | | | | $ | 1,000.00 | | | | | $ | 1,112.30 | | | | | $ | 4.53 | | | | | | 0.85% | | | |
| | Hypothetical (5% return before expenses) | | | | $ | 1,000.00 | | | | | $ | 1,020.92 | | | | | $ | 4.33 | | | | | | 0.85% | | | |
| Shares | | | | | | Value | | ||||||
| Common Stocks 97.6% | | ||||||||||||
| Consumer Discretionary 9.9% | | ||||||||||||
| Retail 9.9% | | ||||||||||||
| | | 2,800 | | | | AutoZone, Inc.(1) | | | | $ | 5,869,892 | | |
| | | 4,900 | | | | Domino’s Pizza, Inc. | | | | | 2,765,217 | | |
| | | 3,800 | | | | O’Reilly Automotive, Inc.(1) | | | | | 2,683,674 | | |
| | | 72,800 | | | | TJX Cos., Inc. | | | | | 5,526,976 | | |
| | | | | | | | | | | | 16,845,759 | | |
| Consumer Staples 5.7% | | ||||||||||||
| Food 2.0% | | ||||||||||||
| | | 21,500 | | | | J&J Snack Foods Corp. | | | | | 3,396,140 | | |
| Household Products 3.7% | | ||||||||||||
| | | 61,600 | | | | Church & Dwight Co., Inc. | | | | | 6,314,000 | | |
| | | | | | | | | | | | 9,710,140 | | |
| Financials 5.1% | | ||||||||||||
| Insurance 5.1% | | ||||||||||||
| | | 3,000 | | | | Alleghany Corp.(1) | | | | | 2,002,770 | | |
| | | 15,000 | | | | American Financial Group, Inc. | | | | | 2,059,800 | | |
| | | 10,200 | | | | Arch Capital Group, Ltd.(1) | | | | | 453,390 | | |
| | | 23,700 | | | | Berkley (W.R.) Corp. | | | | | 1,952,643 | | |
| | | 13,500 | | | | RenaissanceRe Holdings Ltd. | | | | | 2,285,955 | | |
| | | | | | | | | | | | 8,754,558 | | |
| Healthcare 11.1% | | ||||||||||||
| Electronics 5.4% | | ||||||||||||
| | | 5,400 | | | | Mettler-Toledo International, Inc.(1) | | | | | 9,164,934 | | |
| Healthcare Products 4.2% | | ||||||||||||
| | | 2,600 | | | | Cooper Cos., Inc. | | | | | 1,089,244 | | |
| | | 9,300 | | | | IDEXX Laboratories, Inc.(1) | | | | | 6,123,678 | | |
| | | | | | | | | | | | 7,212,922 | | |
| Healthcare Services 1.5% | | ||||||||||||
| | | 5,000 | | | | Chemed Corp. | | | | | 2,645,200 | | |
| | | | | | | | | | | | 19,023,056 | | |
| Industrials 37.1% | | | |||||||||||
| Aerospace/Defense 5.8% | | ||||||||||||
| | | 36,033 | | | | HEICO Corp. | | | | | 5,196,679 | | |
| | | 6,000 | | | | Northrop Grumman Corp. | | | | | 2,322,420 | | |
| | | 3,600 | | | | TransDigm Group, Inc.(1) | | | | | 2,290,608 | | |
| | | | | | | | | | | | 9,809,707 | | |
| Shares | | | | | | Value | | ||||||
| Industrials 37.1% (Continued) | | | |||||||||||
| Commercial Services 11.5% | | | |||||||||||
| | | 3,500 | | | | Cintas Corp. | | | | $ | 1,551,095 | | |
| | | 20,500 | | | | Equifax, Inc. | | | | | 6,002,195 | | |
| | | 27,030 | | | | IHS Markit Ltd. | | | | | 3,592,828 | | |
| | | 214,499 | | | | Rollins, Inc. | | | | | 7,338,011 | | |
| | | 5,000 | | | | Verisk Analytics, Inc. | | | | | 1,143,650 | | |
| | | | | | | | | | | | 19,627,779 | | |
| Electrical Equipment 3.0% | | ||||||||||||
| | | 35,000 | | | | AMETEK, Inc. | | | | | 5,146,400 | | |
| Engineering & Construction 1.1% | | ||||||||||||
| | | 16,200 | | | | Exponent, Inc. | | | | | 1,891,026 | | |
| Environmental Control 6.7% | | ||||||||||||
| | | 32,000 | | | | Republic Services, Inc. | | | | | 4,462,400 | | |
| | | 51,300 | | | | Waste Connections, Inc. | | | | | 6,990,651 | | |
| | | | | | | | | | | | 11,453,051 | | |
| Machinery - Diversified 2.6% | | ||||||||||||
| | | 3,000 | | | | IDEX Corp. | | | | | 708,960 | | |
| | | 36,400 | | | | Toro Co. | | | | | 3,636,724 | | |
| | | | | | | | | | | | 4,345,684 | | |
| Miscellaneous Manufacturers 2.0% | | ||||||||||||
| | | 13,800 | | | | Carlisle Cos., Inc. | | | | | 3,424,056 | | |
| Software 4.4% | | ||||||||||||
| | | 15,400 | | | | Roper Technologies, Inc. | | | | | 7,574,644 | | |
| | | | | | | | | | | | 63,272,347 | | |
| Information Technology 22.3% | | ||||||||||||
| Aerospace/Defense 4.0% | | ||||||||||||
| | | 15,500 | | | | Teledyne Technologies, Inc.(1) | | | | | 6,771,795 | | |
| Commercial Services 3.3% | | ||||||||||||
| | | 16,900 | | | | Gartner, Inc.(1) | | | | | 5,650,008 | | |
| Computers 0.6% | | ||||||||||||
| | | 11,000 | | | | CGI, Inc.(1) | | | | | 973,500 | | |
| Software 14.4% | | ||||||||||||
| | | 15,800 | | | | ANSYS, Inc.(1) | | | | | 6,337,696 | | |
| | | 25,000 | | | | Cadence Design Systems, Inc.(1) | | | | | 4,658,750 | | |
| | | 5,200 | | | | Fair Isaac Corp.(1) | | | | | 2,255,084 | | |
| | | 51,200 | | | | Fiserv, Inc.(1) | | | | | 5,314,048 | | |
| | | 8,300 | | | | Jack Henry & Associates, Inc. | | | | | 1,386,017 | | |
| | | 35,000 | | | | Open Text Corp. | | | | | 1,661,800 | | |
| | | 5,591 | | | | Tyler Technologies, Inc.(1) | | | | | 3,007,678 | | |
| | | | | | | | | | | | 24,621,073 | | |
| | | | | | | | | | | | 38,016,376 | | |
| Shares | | | | | | Value | | ||||||
| Common Stocks 97.6% (Continued) | | ||||||||||||
| Materials 4.6% | | ||||||||||||
| Chemicals 2.3% | | ||||||||||||
| | | 17,000 | | | | Ecolab, Inc. | | | | $ | 3,988,030 | | |
| Packaging & Containers 2.3% | | ||||||||||||
| | | 21,000 | | | | AptarGroup, Inc. | | | | | 2,572,080 | | |
| | | 14,400 | | | | Ball Corp. | | | | | 1,386,288 | | |
| | | | | | | | | | | | 3,958,368 | | |
| | | | | | | | | | | | 7,946,398 | | |
| Real Estate 1.8% | | ||||||||||||
| REITS 1.8% | | ||||||||||||
| | | 8,000 | | | | American Tower Corp. REIT | | | | | 2,340,000 | | |
| | | 8,000 | | | | Equity Lifestyle Properties, Inc. REIT | | | | | 701,280 | | |
| | | | | | | | | | | | 3,041,280 | | |
| Total Common Stocks (Cost $54,496,371) | | | | | 166,609,914 | | |
| Shares | | | | | | Value | | ||||||
| Short-Term Investment 2.0% | | ||||||||||||
| Money Market Fund 2.0% | | | |||||||||||
| | | 3,412,852 | | | | State Street Institutional U.S. Government Money Market Fund, Premier Class, 0.03%(2) | | | | $ | 3,412,852 | | |
| Total Short-Term Investments (Cost $3,412,852) | | | | | 3,412,852 | | | ||||||
| Total Investments In Securities 99.6% (Cost $57,909,223) | | | | $ | 170,022,766 | | | ||||||
| Cash And Other Assets In Excess Of Liabilities 0.4% | | | | | 643,246 | | | ||||||
| Net Assets 100.0% | | | | $ | 170,666,012 | | |
Investments in Securities: | | | Level 1 | | | Level 2 | | | Level 3 | | | Total | | ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stocks* | | | | $ | 166,609,914 | | | | | $ | — | | | | | $ | — | | | | | $ | 166,609,914 | | |
Short-Term Investment | | | | | 3,412,852 | | | | | | — | | | | | | — | | | | | | 3,412,852 | | |
Total Investments in Securities | | | | $ | 170,022,766 | | | | | $ | — | | | | | $ | — | | | | | $ | 170,022,766 | | |
December 31, 2021
| ASSETS: | | | | | | | |
| Investment in securities, at value (Cost – $57,909,223) | | | | $ | 170,022,766 | | |
| Receivable for securities sold | | | | | 763,907 | | |
| Dividends receivable | | | | | 68,418 | | |
| Prepaid expenses | | | | | 2,005 | | |
| Receivable for capital shares sold | | | | | 87 | | |
| Total Assets | | | | | 170,857,183 | | |
| LIABILITIES: | | | | | | | |
| Payable for capital shares redeemed | | | | | 31,382 | | |
| Accrued expenses: | | | | | | | |
| Advisory fee | | | | | 63,684 | | |
| Service and distribution plan fees | | | | | 38,406 | | |
| Auditing and legal fees payable | | | | | 24,041 | | |
| Printing fee payable | | | | | 11,420 | | |
| Custody and accounting fees payable | | | | | 9,418 | | |
| Directors’ fees and expenses | | | | | 1,469 | | |
| Other | | | | | 11,351 | | |
| Total Liabilities | | | | | 191,171 | | |
| Net Assets | | | | $ | 170,666,012 | | |
| NET ASSETS CONSIST OF: | | | | | | | |
| Capital stock, at $1.00 par value (authorized 50,000,000, outstanding 4,913,894 shares) | | | | $ | 4,913,894 | | |
| Additional paid-in capital | | | | | 37,752,271 | | |
| Distributable Earnings/(Loss) | | | | | 127,999,847 | | |
| Net Assets | | | | $ | 170,666,012 | | |
| Net Asset Value Per Outstanding Share ($170,666,012 ÷ 4,913,894 shares outstanding) | | | | $ | 34.73 | | |
December 31, 2021
| INVESTMENT INCOME: | | | | | | | |
| Dividends (net of foreign withholding tax of $10,933) | | | | $ | 1,350,208 | | |
| Securities lending income (Net) | | | | | 255 | | |
| Total Income | | | | | 1,350,463 | | |
| Expenses: | | | | | | | |
| Advisory fees | | | | | 741,132 | | |
| Service and distribution plan fees | | | | | 653,852 | | |
| Custody and accounting fees | | | | | 58,640 | | |
| Auditing and legal fees | | | | | 45,968 | | |
| Fund administration fees | | | | | 34,987 | | |
| Directors’ fees and expenses | | | | | 17,114 | | |
| Printing and postage fees | | | | | 13,293 | | |
| Compliance and tax service fees | | | | | 12,940 | | |
| Insurance fees | | | | | 5,085 | | |
| Registration and filing fees | | | | | 1,598 | | |
| Other | | | | | 20,891 | | |
| Total Expenses Before Fees Waived (See Note 5) | | | | | 1,605,500 | | |
| Less: Service and Distribution Plan Fees Waived | | | | | (212,502) | | |
| Net Expenses | | | | | 1,392,998 | | |
| Net Investment Income/(Loss) | | | | | (42,535) | | |
| Net Realized and Unrealized Gain/(Loss) on Investments and Foreign Exchange Transactions: | | | | | | | |
| Net Realized Gain/(Loss) From: | | | | | | | |
| Investments in securities | | | | | 15,911,759 | | |
| Foreign currency transactions | | | | | (17) | | |
| | | | | | 15,911,742 | | |
| Change in Net Unrealized Appreciation/(Depreciation) of: | | | | | | | |
| Investments in securities | | | | | 13,692,166 | | |
| Net Realized Gain/(Loss) and Change in Net Unrealized Appreciation/(Depreciation) on Investments and Foreign Exchange Transactions | | | | | 29,603,908 | | |
| Net Increase/(Decrease) in Net Assets from Operations | | | | $ | 29,561,373 | | |
| | | Year Ended December 31, 2021 | | | Year Ended December 31, 2020 | | ||||||
Operations: | | | | | | | | | | | | | |
Net investment income/(loss) | | | | $ | (42,535) | | | | | $ | 29,871 | | |
Net realized gain/(loss) on investments and foreign currency | | | | | 15,911,742 | | | | | | 14,371,064 | | |
Change in net unrealized appreciation/(depreciation) on investments | | | | | 13,692,166 | | | | | | 9,622,497 | | |
Net increase/(decrease) in net assets from operations | | | | | 29,561,373 | | | | | | 24,023,432 | | |
Distributions to Shareholders from: | | | | | | | | | | | | | |
Distributable Earnings | | | | | (14,400,950) | | | | | | (26,329,612) | | |
Share Transactions: | | | | | | | | | | | | | |
Proceeds from sale of shares | | | | | 2,725,548 | | | | | | 1,635,636 | | |
Proceeds from reinvestment of distributions to shareholders | | | | | 14,400,950 | | | | | | 26,329,612 | | |
Cost of shares redeemed | | | | | (20,235,546) | | | | | | (16,720,309) | | |
Net increase/(decrease) in net assets from capital share transactions | | | | | (3,109,048) | | | | | | 11,244,939 | | |
Total increase/(decrease) in net assets | | | | | 12,051,375 | | | | | | 8,938,759 | | |
NET ASSETS: | | | | | | | | | | | | | |
Beginning of year | | | | | 158,614,637 | | | | | | 149,675,878 | | |
End of year | | | | $ | 170,666,012 | | | | | $ | 158,614,637 | | |
| | | Years Ended December 31, | | |||||||||||||||||||||||||||
| | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | |||||||||||||||
Net asset value, beginning of year | | | | $ | 31.77 | | | | | $ | 33.07 | | | | | $ | 26.39 | | | | | $ | 26.39 | | | | | $ | 22.09 | | |
Income/(loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income/(loss) | | | | | (0.01)(1) | | | | | | 0.01(1) | | | | | | 0.03 | | | | | | 0.02 | | | | | | 0.06 | | |
Net gains/(losses) on securities (both realized and unrealized) | | | | | 5.99 | | | | | | 4.78 | | | | | | 8.64 | | | | | | 0.04 | | | | | | 4.29 | | |
Total from investment operations | | | | | 5.98 | | | | | | 4.79 | | | | | | 8.67 | | | | | | 0.06 | | | | | | 4.35 | | |
Less distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | | | (0.01) | | | | | | (0.03) | | | | | | (0.01) | | | | | | (0.06) | | | | | | (0.05) | | |
Distributions from net realized gains | | | | | (3.01) | | | | | | (6.06) | | | | | | (1.98) | | | | | | — | | | | | | — | | |
Total distributions | | | | | (3.02) | | | | | | (6.09) | | | | | | (1.99) | | | | | | (0.06) | | | | | | (0.05) | | |
Net asset value, end of year | | | | $ | 34.73 | | | | | $ | 31.77 | | | | | $ | 33.07 | | | | | $ | 26.39 | | | | | $ | 26.39 | | |
Total return* | | | | | 19.67% | | | | | | 17.55% | | | | | | 33.07% | | | | | | 0.23% | | | | | | 19.71% | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (in thousands) | | | | $ | 170,666 | | | | | $ | 158,615 | | | | | $ | 149,676 | | | | | $ | 124,252 | | | | | $ | 140,804 | | |
Ratio of gross expenses to average net assets(2) | | | | | 0.98% | | | | | | 1.00% | | | | | | 1.01% | | | | | | 1.03% | | | | | | 1.01% | | |
Ratio of net expenses to average net assets(3) | | | | | 0.85% | | | | | | 0.88% | | | | | | 0.87% | | | | | | 0.89% | | | | | | 0.88% | | |
Ratio of net investment income/(loss) to average net assets(3) | | | | | (0.03)% | | | | | | 0.02% | | | | | | 0.09% | | | | | | 0.06% | | | | | | 0.23% | | |
Portfolio turnover rate | | | | | 4% | | | | | | 6% | | | | | | 15% | | | | | | 3% | | | | | | 1% | | |
December 31, 2021
December 31, 2021
December 31, 2021
December 31, 2021
| | | Year Ended December 31, 2021 | | | Year Ended December 31, 2020 | | ||||||
Shares sold | | | | | 82,302 | | | | | | 53,702 | | |
Shares issued to shareholders in reinvestment of dividends and distributions | | | | | 452,007 | | | | | | 966,224 | | |
Shares redeemed | | | | | (613,164) | | | | | | (553,299) | | |
Net increase (decrease) | | | | | (78,855) | | | | | | 466,627 | | |
| | | Purchases of Investment Securities | | | Sales of Investment Securities | | ||||||
| | | | $ | 6,617,315 | | | | | $ | 22,770,496 | | |
| Cost of Investments for Tax Purposes | | | Gross Tax Unrealized Appreciation | | | Gross Tax Unrealized Depreciation | | | Net tax Unrealized Appreciation (Depreciation)on Investments | | |||||||||
| $57,934,563 | | | | $ | 112,694,511 | | | | | $ | (606,308) | | | | | $ | 112,088,203 | | |
| Undistributed Ordinary Income | | | Undistributed Long-term Gain | | | Other Timing Differences | | | Unrealized Appreciation | | | Capital Loss Carryforwards | | | Late Year Deferrals | | | Distributable Earnings (Loss) | | ||||||||||||||||||
| $— | | | | $ | 15,911,644 | | | | | $ | — | | | | | $ | 112,088,203 | | | | | $ | — | | | | | $ | — | | | | | $ | 127,999,847 | | |
December 31, 2021
| | | Total Distributable Earnings/(Loss) | | | Additional Paid-In Capital | | ||||||
| | | | $ | 42,535 | | | | | $ | (42,535) | | |
| | | 2021 | | | 2020 | | ||||||
Ordinary income | | | | $ | 38,328 | | | | | $ | 125,707 | | |
Long-term capital gain | | | | | 14,362,622 | | | | | | 26,203,905 | | |
| | | | $ | 14,400,950 | | | | | $ | 26,329,612 | | |
New York, New York
February 10, 2022
Name, Address, and Age | | | Position | | | Length of Time Served | | | Principal Occupations During the Past 5 Years | | | Number of Portfolios in Fund Complex Overseen by Director | | | Other Directorships Held by Director During the Past 5 Years | |
Interested Director* | | | | | | | | | | | | | | | | |
Mitchell E. Appel Age: 51 | | | Director | | | Since 2010 | | | President of each of the Value Line Funds; Trustee, CEO and Treasurer of the Adviser; President and Chief Financial Officer of the Distributor. | | | 9 | | | Forethought Variable Insurance Trust | |
Non-Interested Directors | | | | | | | | | | | | | | | | |
Joyce E. Heinzerling Age: 65 | | | Director | | | Since 2008 | | | Retired. Managing Member, Meridian Fund Advisers LLC (consultants) until 2020. | | | 9 | | | KOP Therapeutics Corp (biotechnology) | |
James E. Hillman Age: 65 | | | Director (Chair of the Board of the Value Line Funds since April 2016) | | | Since 2015 | | | Chief Financial Officer, Notre Dame School of Manhattan since 2011; Director and Principal Financial Officer, Merrill Lynch Global Wealth Management, 2006–2011. | | | 9 | | | Miller/Howard High Income Equity Fund | |
Paul Craig Roberts Age: 83 | | | Director | | | Since 1983 | | | Chairman, Institute for Political Economy | | | 9 | | | None | |
Nancy-Beth Sheerr Age: 73 | | | Director | | | Since 1996 | | | Independent Trustee and Managing Member, NBS Consulting LLC since November 2014; Senior Financial Adviser, Veritable, L.P. (investment advisor) until 2013. | | | 9 | | | None | |
Name, Address, and Age | | | Position | | | Length of Time Served | | | Principal Occupations During the Past 5 Years | |
Officers | | | | | ||||||
Mitchell E. Appel Age: 51 | | | President | | | Since 2008 | | | President of each of the Value Line Funds; Trustee, CEO and Treasurer of the Adviser; President and Chief Financial Officer of the Distributor. | |
Christopher W. Roleke Age: 49 | | | Treasurer and Chief Financial Officer | | | Since 2020 | | | Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) of each of the Value Line Funds since April 2020; Managing Director and Fund Principal Financial Officer, Foreside Management Services, LLC, since 2011. | |
Michael J. Wagner Age: 71 | | | Chief Compliance Officer | | | Since 2009 | | | Chief Compliance Officer of each of the Value Line Funds since 2009; President of Northern Lights Compliance Services, LLC 2006–2019. | |
Emily D. Washington Age: 43 | | | Vice President and Secretary | | | Since 2008 | | | Vice President of each of the Value Line Funds since 2020 and Secretary since 2010; Treasurer and Chief Financial Officer of each of the Value Line Funds, 2008–2020. | |
Robert Scagnelli Age: 60 | | | Vice President | | | Since 2020 | | | Vice President of each of the Value Line Funds since 2020; Vice President of the Distributor and the Adviser since 2011. | |
b) Not Applicable
Item 2 Code of Ethics
(a) The Registrant has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer.
(f) Pursuant to item 12(a), the Registrant is attaching as an exhibit a copy of its Code of Ethics that applies to its principal executive officer, and principal financial officer and principal accounting officer.
Item 3 Audit Committee Financial Expert.
(a)(1) The Registrant does not have an Audit Committee Financial Expert serving on its Audit Committee as of the date of this filing.
(2) The Registrant’s Board has designated James Hillman, member of the Registrant’s Audit Committee, as the Registrant’s Audit Committee Financial Expert. Mr. Hillman is an are independent director. Mr. Hillman currently serves as the Chief Financial Officer at Notre Dame School of Manhattan since 2011.
A person who is designated as an “audit committee financial expert” shall not make such person an "expert" for any purpose, including without limitation under Section 11 of the Securities Act of 1933 or under applicable fiduciary laws, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.
Item 4 Principal Accountant Fees and Services
(a) | Audit Fees 2021 - $24,634 |
Audit Fees 2020 - $24,799
(b) | Audit-Related fees – None. |
(c) | Tax Preparation Fees 2021 -None |
Tax Preparation Fees 2020 - None
(d) | All Other Fees – None |
(e) | (1) | Audit Committee Pre-Approval Policy. All services to be performed for the Registrant by PricewaterhouseCoopers LLP must be pre-approved by the audit committee. All services performed were pre-approved by the committee. |
(2) | Not applicable. |
(f) | Not applicable. |
(g) | Aggregate Non-Audit Fees 2021 - None |
Aggregate Non-Audit Fees 2020 - None
(h) | Not applicable. |
Item 5. Audit Committee of Listed Registrants
Not Applicable.
Item 6. Investments
Not Applicable
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies
Not Applicable
Item 8. Portfolio Managers of Closed-End Management Investment Companies
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
Not Applicable
Item 11 Controls and Procedures
(a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in rule 30a-2(c) under the Act (17 CFR 270.30a-2(c)) based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report, are appropriately designed to ensure that material information relating to the registrant is made known to such officers and are operating effectively. |
(b) | The registrant’s principal executive officer and principal financial officer have determined that there have been no significant changes in the registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including corrective actions with regard to significant deficiencies and material weaknesses. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies
Not Applicable
Item 13 Exhibits
(a) | Code of Business Conduct and Ethics for Principal Executive and Senior Financial Officers attached hereto as Exhibit 100.COE |
(b) | (1) Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2) attached hereto as Exhibit 99.CERT. |
(2) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto as Exhibit 99.906.CERT. |
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.
By | /s/ Mitchell E. Appel | ||
Mitchell E. Appel, President | |||
Date: | February 26, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Mitchell E. Appel | ||
Mitchell E. Appel, President, Principal Executive Officer | |||
By: | /s/ Christopher W. Roleke | ||
Christopher W. Roleke, Treasurer, Principal Financial Officer | |||
Date: | February 26, 2022 |