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)
Registrants telephone number, including area code: (414) 299-2270
Date of fiscal year end: April 30
Date of reporting period: October 31, 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
Semi-Annual Report
October 31, 2023
(Unaudited)
Variant Impact Fund
Table of Contents
October 31, 2023 (Unaudited)
Schedule of Investments |
2-5 |
Portfolio Allocation |
6 |
Statement of Assets and Liabilities |
7 |
Statement of Operations |
8 |
Statement of Changes in Shareholders’ Equity |
9 |
Statement of Cash Flows |
10 |
Financial Highlights |
11 |
Notes to Financial Statements |
12-25 |
Other Information |
26 |
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
Schedule of Investments
October 31, 2023 (Unaudited)
Investments in private investment companies - 22.9% |
Interest |
Reference |
Spread |
Shares/ |
First |
Maturity |
Cost/ |
Fair |
Percent |
||||||||||||||||||||||||||||
Real Estate Equity - 1.5% |
|||||||||||||||||||||||||||||||||||||
|
Conservation Resource Capital VI(b)(c) |
— | — | — | — | 8/11/2022 | — | $ | 860,954 | $ | 823,686 | 1.5% | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
Secondaries - 4.3% |
|||||||||||||||||||||||||||||||||||||
Clean Growth Fund III, LP(b)(c) |
— | — | — | — | 12/29/2022 | — | 251,826 | 316,819 | 0.6 | ||||||||||||||||||||||||||||
Clean Growth Fund VI, LP(b)(c) |
— | — | — | — | 6/10/2022 | — | 2,094,313 | 2,006,542 | 3.7 | ||||||||||||||||||||||||||||
|
2,346,139 | 2,323,361 | 4.3 | ||||||||||||||||||||||||||||||||||
Specialty Finance - 17.1% |
|||||||||||||||||||||||||||||||||||||
Community EM Credit Fund I, LP(b)(c) |
— | — | — | — | 10/28/2022 | — | 4,750,000 | 5,040,229 | 9.3 | ||||||||||||||||||||||||||||
CVI Clean Energy Fund C II, LP(b)(c) |
— | — | — | — | 4/28/2023 | — | 1,125,000 | 1,170,932 | 2.2 | ||||||||||||||||||||||||||||
Sustainable Growth Fund II SCSp, SICAV, SIF(b)(c) |
— | — | — | — | 5/8/2023 | — | 1,924,021 | 2,555,466 | 4.7 | ||||||||||||||||||||||||||||
|
WindSail Credit QP Fund, LP(b)(c) |
— | — | — | — | 1/28/2022 | — | 600,000 | 503,699 | 0.9 | |||||||||||||||||||||||||||
|
8,399,021 | 9,270,326 | 17.1 | ||||||||||||||||||||||||||||||||||
Total investment in private investment companies |
11,606,114 | 12,417,373 | 22.9 | ||||||||||||||||||||||||||||||||||
Investment in credit facilities - 59.5% |
|||||||||||||||||||||||||||||||||||||
Real Estate Debt - 6.2% |
|||||||||||||||||||||||||||||||||||||
Almond Estate Company Limited - Adah Gardens 2(a)(h) |
30.00% | — | — | — | 1/31/2022 | 2/28/2024 | 483,000 | 483,000 | 0.9 | ||||||||||||||||||||||||||||
Almond Estate Company Limited - Kitsuru 2 Block A(a)(h) |
10.00% | — | — | — | 12/15/2021 | 11/30/2023 | 689,825 | 689,825 | 1.3 | ||||||||||||||||||||||||||||
Almond Estate Company Limited - Kitisuru 2 Block B(a)(h) |
10.00% | — | — | — | 11/29/2022 | 11/30/2023 | 697,200 | 697,200 | 1.3 | ||||||||||||||||||||||||||||
Dream America, LLC(a)(e) |
11.00% | — | — | — | 2/24/2022 | Various | 1,250,000 | 1,250,000 | 2.3 | ||||||||||||||||||||||||||||
|
Star Strong Master, LLC - Alliance Property Group(a)(g) |
10.00% | — | — | — | 7/12/2022 | 7/15/2024 | 250,000 | 250,000 | 0.4 | |||||||||||||||||||||||||||
|
3,370,025 | 3,370,025 | 6.2 | ||||||||||||||||||||||||||||||||||
Real Estate Equity - 7.3% |
|||||||||||||||||||||||||||||||||||||
|
CRP Affordable Housing Fund LLC(a)(f)(h) |
12.00% | — | — | — | 11/1/2021 | N/A | 3,950,000 | 3,950,000 | 7.3 | |||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||
Specialty Finance - 39.6% |
|||||||||||||||||||||||||||||||||||||
App Academy Financial II, LLC(a)(d)(k) |
12.00% | 30 Day Avg. SOFR | 8.50% | — | 11/30/2022 | 11/30/2025 | 4,000,000 | 4,000,000 | 7.4 | ||||||||||||||||||||||||||||
Avista Colombia S.A.S(a)(k) |
14.00% | — | — | — | 6/21/2022 | 9/28/2025 | 1,442,200 | 1,442,200 | 2.7 | ||||||||||||||||||||||||||||
CDXFI Specialty Finance, LLC(a)(k) |
13.25% | — | — | — | 9/18/2023 | 8/25/2026 | 300,000 | 300,000 | 0.6 | ||||||||||||||||||||||||||||
CIBANCO, S.A. Institución De Banca Múltiple(a)(h)(k) |
14.55% | — | — | — | 4/5/2023 | 3/27/2027 | 505,466 | 505,466 | 0.9 |
2
See accompanying Notes to Financial Statements.
Variant Impact Fund
Schedule of Investments
October 31, 2023 (Unaudited) (continued)
Investment in credit facilities - 59.5% (continued) |
Interest |
Reference |
Spread |
Shares/ |
First |
Maturity |
Cost/ |
Fair |
Percent |
||||||||||||||||||||||||||||
Corporación Nomi Fin S.A. de C.V., SOFOM, E.N.R.(a)(d)(k) |
15.90% | 3 Month CME Term SOFR | 12.00% | — | 9/1/2023 | 2/25/2027 | $ | 252,000 | $ | 252,000 | 0.5% | ||||||||||||||||||||||||||
Derivation Funding, LLC(a)(d)(k) |
15.00% | 30 Day Avg. SOFR | 10.00% | — | 8/9/2022 | 8/9/2025 | 872,960 | 872,960 | 1.6 | ||||||||||||||||||||||||||||
Envest (Canada) Holdings Corp.(a) |
12.00% | — | — | — | 11/30/2022 | 11/20/2024 | 1,047,200 | 1,047,200 | 1.9 | ||||||||||||||||||||||||||||
F88 Business JSC(a)(g) |
11.00% | — | — | — | 1/13/2023 | 12/13/2023 | 750,000 | 750,000 | 1.4 | ||||||||||||||||||||||||||||
Jali Finance Ltd.(a)(d)(k) |
16.32% | 30 Day Avg. SOFR | 11.00% | — | 12/13/2022 | 12/16/2025 | 1,457,546 | 1,457,546 | 2.7 | ||||||||||||||||||||||||||||
Ky Lan Asset Finance 1(a) |
9.50% | — | — | — | 1/26/2022 | 1/26/2024 | 710,527 | 710,527 | 1.3 | ||||||||||||||||||||||||||||
Lima Impact Fund Pte. Ltd(a)(g) |
11.00% | — | — | — | 11/15/2022 | 12/13/2023 | 1,000,000 | 1,000,000 | 1.8 | ||||||||||||||||||||||||||||
Osprey AV I, LLC(a)(k) |
13.25% | — | — | — | 6/14/2023 | 6/12/2026 | 2,683,875 | 2,683,875 | 4.9 | ||||||||||||||||||||||||||||
Osprey AV II, LLC(a)(d)(k) |
11.32% | 30 Day Avg. SOFR | 6.00% | — | 10/5/2023 | 8/18/2026 | 722,500 | 722,500 | 1.3 | ||||||||||||||||||||||||||||
RKB Bridge Solutions, LLC(a)(d)(k) |
9.75% | 30 Day Avg. SOFR | 6.75% | — | 4/21/2022 | 3/31/2025 | 1,763,500 | 1,763,500 | 3.2 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - Blace, LLC(a)(g)(j) |
10.00% | — | — | — | 11/17/2022 | 10/13/2024 | 375,000 | 375,000 | 0.7 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - Naboso Technology Inc.(a)(g)(j) |
10.00% | — | — | — | 12/14/2021 | 1/31/2025 | 702,141 | 702,141 | 1.3 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - Paperstack Capital, LLC(a)(g)(j) |
10.00% | — | — | — | 11/21/2022 | 1/10/2024 | 540,080 | 540,080 | 1.0 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - Prepped, Inc.(a)(g)(j) |
10.00% | — | — | — | 3/25/2022 | 12/31/2025 | 164,427 | 164,427 | 0.3 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - The Black Box Project, LLC(a)(g)(j) |
10.00% | — | — | — | 4/29/2022 | 4/30/2024 | 141,593 | 141,593 | 0.3 | ||||||||||||||||||||||||||||
Star Strong Master, LLC - The Financial Gym Inc.(a)(g)(j) |
10.00% | — | — | — | 3/7/2022 | 2/29/2024 | 466,500 | 466,500 | 0.9 | ||||||||||||||||||||||||||||
Stride Alternative Education Fund 1(a) |
14.00% | — | — | — | 6/13/2022 | 6/10/2029 | 682,000 | 682,000 | 1.3 | ||||||||||||||||||||||||||||
|
Zanifu Limited(a)(d)(k) |
18.32% | 30 Day Avg. SOFR | 13.00% | — | 4/18/2023 | 4/17/2026 | 883,924 | 883,924 | 1.6 | |||||||||||||||||||||||||||
|
21,463,439 | 21,463,439 | 39.6 | ||||||||||||||||||||||||||||||||||
Trade Finance - 4.6% |
|||||||||||||||||||||||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2022-X(a) |
8.00% | — | — | — | 12/15/2022 | 12/15/2023 | 300,000 | 300,000 | 0.6 | ||||||||||||||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2023-AT(a) |
9.00% | — | — | — | 10/3/2023 | 1/1/2024 | 500,000 | 500,000 | 0.9 | ||||||||||||||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2023-E(a) |
8.00% | — | — | — | 1/31/2023 | 11/1/2023 | 625,000 | 625,000 | 1.2 | ||||||||||||||||||||||||||||
Drip Capital SPV Vasco, LLC - Series 2023-L(a) |
8.00% | — | — | — | 3/31/2023 | 12/29/2023 | 550,000 | 550,000 | 1.0 | ||||||||||||||||||||||||||||
Lundy Nigerian Cocoa Growth Fund SP - Tranche 18(a)(h) |
10.00% | — | — | — | 8/4/2023 | 11/2/2023 | 500,000 | 500,000 | 0.9 | ||||||||||||||||||||||||||||
|
2,475,000 | 2,475,000 | 4.6 |
3
See accompanying Notes to Financial Statements.
Variant Impact Fund
Schedule of Investments
October 31, 2023 (Unaudited) (continued)
Investment in credit facilities - 59.5% (continued) |
Interest |
Reference |
Spread |
Shares/ |
First |
Maturity |
Cost/ |
Fair |
Percent |
||||||||||||||||||||||||||||
Transportation Finance - 1.8% |
|||||||||||||||||||||||||||||||||||||
|
Inclusion South Africa Proprietary Limited(a)(i)(l) |
17.82% | 1 Month CME Term SOFR | 12.50% | — | 9/27/2022 | 9/23/2025 | $ | 948,750 | $ | 948,750 | 1.8% | |||||||||||||||||||||||||
Total investment in credit facilities |
32,207,214 | 32,207,214 | 59.5 | ||||||||||||||||||||||||||||||||||
Investment in special purpose vehicles - 1.9% |
|||||||||||||||||||||||||||||||||||||
|
Greystone Monticello Funding SH-66-B LLC(b)(c) |
— | — | — | — | 6/28/2023 | — | 1,000,000 | 1,012,104 | 1.9 | |||||||||||||||||||||||||||
Total investment in special purpose vehicles |
1,000,000 | 1,012,104 | 1.9 | ||||||||||||||||||||||||||||||||||
Investment in direct equities - 0.4% |
|||||||||||||||||||||||||||||||||||||
Specialty Finance - 0.4% |
|||||||||||||||||||||||||||||||||||||
Star Strong Funding, LLC(a) |
— | — | — | — | 4/27/2022 | — | 52,000 | 200,141 | 0.4 | ||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||
Transportation Finance - 0.0% |
|||||||||||||||||||||||||||||||||||||
|
Inclusion South Africa Proprietary Limited(a)(i) |
— | — | — | — | 9/27/2022 | — | 0 | 3,069 | 0.0 | |||||||||||||||||||||||||||
Total investment in direct equities |
52,000 | 203,210 | 0.4 | ||||||||||||||||||||||||||||||||||
Investments in public securities - 0.2% |
|||||||||||||||||||||||||||||||||||||
|
KraneShares California Carbon Allowance Strategy ETF |
— | — | — | 4,150 | 1/27/2022 | — | 99,621 | 122,550 | 0.2 | |||||||||||||||||||||||||||
Total investment in public securities |
99,621 | 122,550 | 0.2 | ||||||||||||||||||||||||||||||||||
Investments in money market instruments - 12.9% |
|||||||||||||||||||||||||||||||||||||
Fidelity Government Portfolio, Institutional Class(m) |
5.24% | — | — | 72,000 | — | — | 72,000 | 72,000 | 0.1 | ||||||||||||||||||||||||||||
|
Goldman Sachs Financial Square Government Fund, Institutional Shares(m) |
5.25% | — | — | 6,935,524 | — | — | 6,935,524 | 6,935,524 | 12.8 | |||||||||||||||||||||||||||
Total investment in money market instruments |
7,007,524 | 7,007,524 | 12.9 | ||||||||||||||||||||||||||||||||||
Total Investments (cost $51,111,519) |
$ | 52,969,975 | 97.8% | ||||||||||||||||||||||||||||||||||
Other assets less liabilities |
1,217,906 | 2.2 | |||||||||||||||||||||||||||||||||||
Net Assets |
$ | 54,187,881 | 100.0% |
4
See accompanying Notes to Financial Statements.
Variant Impact Fund
Schedule of Investments
October 31, 2023 (Unaudited) (continued)
FUTURES CONTRACTS |
Expiration |
Number of |
Notional |
Value at |
Unrealized |
|||||||||||||||
Foreign Exchange Futures |
||||||||||||||||||||
CME Euro Dollar |
DEC 23 | (18 | ) | $ | (2,424,781 | ) | $ | (2,385,563 | ) | $ | 39,218 | |||||||||
TOTAL FUTURES CONTRACTS |
$ | (2,424,781 | ) | $ | (2,385,563 | ) | $ | 39,218 |
Investments Abbreviations:
SOFR - Secured Overnight Financing Role
CME - Chicago Mercantile Exchange
(a) |
Value was determined using significant unobservable inputs. See Note 1. |
(b) |
Private investment company or special purpose vehicle does not issue shares or units. |
(c) |
Investment valued using net asset value per share (or its equivalent) as a practical expedient. See Note 1 for respective investment categories and redemptive restrictions. |
(d) |
Variable rate security. |
(e) |
Variable maturity dates maturing through 8/4/2024. |
(f) |
12 months lock up withdrawal period since inception date; At least a 60 day 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. |
(g) |
This investment was made through a participation. |
(h) |
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. |
(i) |
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. |
(j) |
This investment is structured with a profit sharing component. |
(k) |
This investment has been committed to but has not been fully funded by the Fund as of October, 31, 2023. See Note 13 for total unfunded investments commitments. |
(l) |
This investment was acquired at zero cost through the structuring of another security. |
(m) |
Rate listed is the annualized 7-day effective yield at 10/31/2023. |
5
See accompanying Notes to Financial Statements.
Variant Impact Fund
Portfolio Allocation (Unaudited)
October 31, 2023
Investment Type as a Percentage of Total Net Assets As Follows:
Security Type/Sector |
Percent of Total |
|||
Credit Facilites |
59.5 | % | ||
Private Investment Companies |
22.9 | % | ||
Money Market Instruments |
12.9 | % | ||
Special Purpose Vehicles |
1.9 | % | ||
Direct Equities |
0.4 | % | ||
Public Securities |
0.2 | % | ||
Total Investments |
97.8 | % | ||
Other assets less liabilities |
2.2 | % | ||
Total Net Assets |
100.0 | % |
See accompanying Notes to Financial Statements.
6
Variant Impact Fund
Statement of Assets and Liabilities
As of October 31, 2023 (Unaudited)
Assets |
||||
Investments, at fair value (cost $51,972,473) |
$ | 52,969,975 | ||
Unrealized appreciation on open futures contracts |
39,218 | |||
Cash |
45,489 | |||
Cash deposited with broker for futures contracts |
305,424 | |||
Receivable for Fund shares sold |
2,465 | |||
Interest receivable |
249,740 | |||
Interest receivable on securities paid in kind |
755,130 | |||
Prepaid expenses |
11,677 | |||
Total Assets |
54,379,118 | |||
Liabilities |
||||
Due to Investment Manager |
44,626 | |||
Audit fees payable |
84,862 | |||
Legal fees payable |
11,395 | |||
Accounting and administration fees payable |
1,189 | |||
Chief Compliance Officer fees payable |
108 | |||
SEC fees payable |
1,715 | |||
Custody fees payable |
2,074 | |||
Other liabilities |
45,268 | |||
Total Liabilities |
191,237 | |||
Commitments and contingencies (Note 10) |
||||
Net Assets |
$ | 54,187,881 | ||
Components of Net Assets: |
||||
Paid-in Capital (par value of $0.01 with an unlimited amount of shares authorized) |
$ | 52,685,771 | ||
Total distributable earnings |
1,502,110 | |||
Net Assets |
$ | 54,187,881 | ||
Institutional Class Shares: |
||||
Net assets applicable to shares outstanding |
$ | 54,187,881 | ||
Shares of beneficial interest issued and outstanding |
1,963,485 | |||
Net asset value per share |
$ | 27.60 |
See accompanying Notes to Financial Statements.
7
Variant Impact Fund
Statement of Operations
For the Six Months Ended October 31, 2023 (Unaudited)
Investment Income |
||||
Interest (net of withholding taxes, $0) |
$ | 1,397,098 | ||
Interest on paid in kind securities (net of withholding taxes, $0) |
350,117 | |||
Distributions from private investment companies |
44,459 | |||
Total Investment Income |
1,791,674 | |||
Expenses |
||||
Investment management fees |
266,233 | |||
Audit fees |
56,862 | |||
Accounting and administration fees |
39,367 | |||
Trustee fees |
35,535 | |||
Blue sky fees |
30,770 | |||
Other expenses |
18,528 | |||
Chief Compliance Officer fees |
13,408 | |||
Transfer agent fees |
12,628 | |||
Legal fees |
7,581 | |||
Custody fees |
6,048 | |||
Insurance fees |
844 | |||
Total expenses |
487,804 | |||
Less fees waived by Investment Manager (see Note 7) |
(115,171 | ) | ||
Net Expenses |
372,633 | |||
Net Investment Income |
1,419,041 | |||
Realized and Unrealized Gain (Loss) |
||||
Net realized gain (loss) on: |
||||
Futures contracts |
20,625 | |||
Foreign currency transactions |
(501 | ) | ||
Net realized gain |
20,124 | |||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments |
422,427 | |||
Foreign currency translations |
(73,046 | ) | ||
Futures contracts |
39,218 | |||
Net change in unrealized appreciation |
388,599 | |||
Net realized and unrealized gain |
408,723 | |||
Net increase in net assets resulting from operations |
$ | 1,827,764 |
See accompanying Notes to Financial Statements.
8
Variant Impact Fund
Statement of Changes in Shareholders’ Equity
For the |
For the |
|||||||
Increase (Decrease) in Net Assets from: |
||||||||
Operations: |
||||||||
Net investment income |
$ | 1,419,041 | $ | 1,373,238 | ||||
Net realized gain |
20,124 | — | ||||||
Net change in unrealized appreciation |
388,599 | 569,574 | ||||||
Net increase in net assets resulting from operations |
1,827,764 | 1,942,812 | ||||||
Distributions to Shareholders: |
||||||||
Distributions: |
||||||||
Institutional Class |
(1,131,138 | ) | (1,129,705 | ) | ||||
Total distributions to shareholders |
(1,131,138 | ) | (1,129,705 | ) | ||||
Capital Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Net proceeds from shares sold: |
19,970,347 | 27,388,079 | ||||||
Reinvestment of distributions: |
485,792 | 794,009 | ||||||
Cost of shares repurchased: |
(1,094,561 | ) | (1,441,137 | ) | ||||
Net increase in net assets from Institutional Class Shares capital transactions |
19,361,578 | 26,740,951 | ||||||
Net increase in net assets resulting from capital transactions |
19,361,578 | 26,740,951 | ||||||
Total increase in net assets |
20,058,204 | 27,554,058 | ||||||
Net Assets: |
||||||||
Beginning of year/period |
34,129,677 | 6,575,619 | ||||||
End of year/period |
$ | 54,187,881 | $ | 34,129,677 | ||||
Share Transactions: |
||||||||
Institutional Class Shares |
||||||||
Issued |
720,856 | 1,029,356 | ||||||
Reinvested |
17,753 | 29,955 | ||||||
Repurchased |
(39,273 | ) | (53,669 | ) | ||||
Change in Institutional Class Shares |
699,336 | 1,005,642 |
See accompanying Notes to Financial Statements.
9
Variant Impact Fund
Statement of Cash Flows
For the Six Months Ended October 31, 2023 (Unaudited)
Cash flows from operating activities: |
||||
Net increase in net assets resulting from operations |
$ | 1,827,764 | ||
Adjustments to reconcile net increase in net assets resulting from Operations to net cash used in operating activities: |
||||
Net realized gain (loss) on: |
||||
Futures contracts |
(20,625 | ) | ||
Net change in unrealized (appreciation) depreciation on: |
||||
Investments |
(422,427 | ) | ||
Futures contracts |
(39,218 | ) | ||
Purchases of long-term investments |
(21,094,917 | ) | ||
Proceeds from long-term investments sold |
1,828,107 | |||
Purchase of short-term investments, net |
(19,760 | ) | ||
Changes in operating assets and liabilities: |
||||
Decrease in receivable for investments sold |
180,000 | |||
Interest receivable |
(66,772 | ) | ||
Interest receivable from paid in kind securities |
(241,404 | ) | ||
Other assets |
5,892 | |||
Due to Investment Manager |
(6,599 | ) | ||
Audit fees payable |
(20,138 | ) | ||
Legal fees payable |
6,395 | |||
Accounting and administration fees payable |
(9,257 | ) | ||
Custody fees payable |
1,144 | |||
Chief Compliance Officer fees payable |
108 | |||
SEC fees payables |
(1,385 | ) | ||
Other liabilities |
31,866 | |||
Net cash used in operating activities |
(18,061,226 | ) | ||
Cash flows from financing activities: |
||||
Proceeds from shares sold, net of receivable for fund shares sold |
20,147,882 | |||
Payments for shares repurchased |
(1,094,561 | ) | ||
Distributions to shareholders, net of reinvestments |
(645,346 | ) | ||
Net cash provided by financing activities |
18,407,975 | |||
Cash flows from investing activities: |
||||
Net cash used for investing activities |
— | |||
Net Increase in Cash and Restricted Cash |
346,749 | |||
Cash and Restricted Cash: |
||||
Beginning of year |
4,164 | |||
End of year |
$ | 350,913 |
Supplemental disclosure of cash flow information:
Non-cash financing activities not included consist of reinvestment of dividends and distributions of $485,792, and paid in kind income of $350,117.
See accompanying Notes to Financial Statements.
10
Variant Impact Fund
Financial Highlights
Institutional Class
Per share operating performance. For a capital share outstanding throughout each year/period. |
||||||||||||
For the |
For the |
For the |
||||||||||
Net asset value, beginning of year/period |
$ | 27.00 | $ | 25.44 | $ | 25.00 | ||||||
Income from Investment Operations: |
||||||||||||
Net investment income2 |
0.92 | 2.06 | 0.55 | |||||||||
Net realized and unrealized gain (loss) |
0.37 | 1.06 | 0.53 | |||||||||
Total from investment operations |
1.29 | 3.12 | 1.08 | |||||||||
Less Distributions: |
||||||||||||
From net investment income |
(0.69 | ) | (1.56 | ) | (0.45 | ) | ||||||
From return of capital |
— | — | (0.19 | ) | ||||||||
Total distributions |
(0.69 | ) | (1.56 | ) | (0.64 | ) | ||||||
Net asset value, end of year/period |
$ | 27.60 | $ | 27.00 | $ | 25.44 | ||||||
Total return 3 |
7.03 | %4 | 12.52 | % | 4.35 | %4 | ||||||
Ratios and Supplemental Data: |
||||||||||||
Net assets, end of year/period (in thousands) |
$ | 54,188 | $ | 34,130 | $ | 6,576 | ||||||
Ratio of expenses to average net assets: |
||||||||||||
(including interest) |
||||||||||||
Before fees waived/recovered 6 |
2.29 | %5 | 4.99 | % | 16.21 | %5 | ||||||
After fees waived/recovered 6 |
1.75 | %5 | 1.75 | % | 1.75 | %5 | ||||||
Ratio of expenses to average net assets: |
||||||||||||
(excluding interest) |
||||||||||||
Before fees waived/recovered 6 |
2.29 | %5 | 4.99 | % | 16.21 | %5 | ||||||
After fees waived/recovered 6 |
1.75 | %5 | 1.75 | % | 1.75 | %5 | ||||||
Ratio of net investment income to average net assets: |
||||||||||||
(including interest) |
||||||||||||
Before fees waived/recovered 6 |
6.12 | %5 | 4.49 | % | -10.09 | %5 | ||||||
After fees waived/recovered 6 |
6.66 | %5 | 7.73 | % | 4.37 | %5 | ||||||
Ratio of net investment income to average net assets: |
||||||||||||
(excluding interest) |
||||||||||||
Before fees waived/recovered 6 |
6.12 | %5 | 4.49 | % | -10.09 | %5 | ||||||
After fees waived/recovered 6 |
6.66 | %5 | 7.73 | % | 4.37 | %5 | ||||||
Portfolio turnover rate |
5 | %4 | 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.
11
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited)
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 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 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.
In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes 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 other
12
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
2. Accounting Policies (continued)
conditions. Rule 2a-5 also defines when market quotation 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.
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 Investment Manager (the “Valuation Designee”), subject to oversight 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 (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, 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.
13
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
2. Accounting Policies (continued)
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 Designee 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 Designee regarding appropriate valuations should prove incorrect.
Foreign Currency Exchange Future Contracts
The Fund may utilize foreign currency future contracts (“contracts”) under which they are obligated to exchange currencies on specified future dates at specified rates, and are subject to the translations of foreign exchange rates fluctuations. All contracts are “marked-to-market” daily and any resulting unrealized gains or losses are recorded as unrealized appreciation or depreciation on foreign currency translations. The Fund records realized gains or losses at the time the forward contract is settled. Counter-parties to these contracts are major U.S. financial institutions. As of October 31, 2023, the Fund had eighteen outstanding forward currency contracts sold short. Futures contracts are carried at fair value using the primary exchange’s closing (settlement) price and are generally categorized in Level 1.
The Fund may enter into futures contracts in U.S. domestic markets or on exchanges located outside the United States. Foreign markets may offer advantages such as trading opportunities or arbitrage possibilities not available in the United States. Foreign markets, however, may have greater risk potential than domestic markets. For example, some foreign exchanges are principal markets so that no common clearing facility exists and an investor may look only to the broker for performance of the contract. In addition, any profits that might be realized in trading could be eliminated by adverse changes in the exchange rate, or a loss could be incurred as a result of those changes. Transactions on foreign exchanges may include both commodities which are traded on domestic exchanges and those which are not. Unlike trading on domestic commodity exchanges, trading on foreign commodity exchanges is not regulated by the Commodity Futures Trading Commission.
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.
Federal Income Taxes
The Fund intends to continue to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. Although the Fund did not so qualify for its first tax year ended April 30, 2022, the Fund did so qualify for its tax year ended 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 and 2023 returns are subject to examination by the federal
14
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
2. Accounting Policies (continued)
and Delaware revenue authorities. So long as the Fund qualifies as a registered investment company, 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 October 31, 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 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
Many financial instruments were historically tied to the London Interbank Offered Rate, or “LIBOR,” to determine payment obligations, financing terms, hedging strategies, or investment value. As of June 30, 2023, almost all settings of LIBOR have ceased to be published, except that certain widely used U.S. dollar LIBORs will continue to be published on a temporary, synthetic and non-representative basis through at least September 30, 2024. In some instances, regulators have restricted new use of LIBORs prior to the date when synthetic LIBORs will cease to be published. Secured Overnight Financing Rate (“SOFR”), which has been used increasingly on a voluntary basis in new instruments and transactions, is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement market. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the Adjustable Interest Rate Act, which provides a statutory fallback mechanism to replace LIBOR, by identifying benchmark rates based on SOFR that will replace LIBOR in certain financial contracts after June 30, 2023. The full impact of the transition away from LIBOR on the Fund or on
15
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
3. Principal Risks (continued)
certain instruments in which the Fund invests can be difficult to determine. The transition process may involve, among other things, increased volatility or illiquidity in markets for instruments that currently rely on LIBOR, and there may be a reduction in the value of certain instruments held by 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 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
16
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
3. Principal Risks (continued)
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.
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.
Market Disruption and Geopolitical Risks
Certain local, regional or global events such as war (including Russia’s invasion of Ukraine and the Israel-Hamas war), acts of terrorism, the spread of infectious illnesses and/or other public health issues, or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of Market Disruptions and Geopolitical Risks on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.
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.
17
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
4. Fair Value of Investments (continued)
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.
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 1.75% 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 October 31, 2023. During the six months ended October 31, 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 October 31, 2023. Investments in direct equities are categorized in Level 3 of the fair value hierarchy.
18
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
4. Fair Value of Investments (continued)
(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 October 31, 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 |
$ | — | $ | — | $ | — | $ | 12,417,373 | $ | 12,417,373 | ||||||||||
Credit Facilities |
— | — | 32,207,214 | — | 32,207,214 | |||||||||||||||
Special Purpose Vehicles |
— | — | — | 1,012,104 | 1,012,104 | |||||||||||||||
Direct Equities |
— | — | 203,210 | — | 203,210 | |||||||||||||||
Investments in Public Securities |
122,550 | — | — | — | 122,550 | |||||||||||||||
Short-Term Investments |
7,007,524 | — | — | — | 7,007,524 | |||||||||||||||
Total Assets |
$ | 7,130,074 | $ | — | $ | 32,410,424 | $ | 13,429,477 | $ | 52,969,975 |
(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 six months ended October 31, 2023:
|
Credit |
Direct |
||||||
April 30,2023 |
$ | 20,387,344 | $ | 203,210 | ||||
Realized gains (losses) |
— | — | ||||||
Unrealized gains (losses) |
— | — | ||||||
Transfers Into Level 3 |
— | — | ||||||
Transfers Out of Level 3 |
— | — | ||||||
Purchases |
13,643,555 | — | ||||||
Sales |
(1,823,685 | ) | — | |||||
October 31, 2023 |
$ | 32,207,214 | $ | 203,210 | ||||
Net in unrealized appreciation/(depreciation) attributable to Level 3 investments held at October 31, 2023 |
— | — |
19
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
4. Fair Value of Investments (continued)
(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 October 31, 2023.
Investment |
Fair Value |
Valuation |
Unobservable |
Range of |
Weighted |
Impact on |
||||||||||||||||||
Credit Facilities |
$ | 32,207,214 | 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 six months ended October 31, 2023. |
5. Derivative and Hedging Disclosure
U.S. GAAP requires enhanced disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their effects on the Fund’s financial position, performance and cash flows. The Fund invested in futures and options contracts for the six months ended October 31, 2023.
The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. The fair values of derivative instruments as of October 31, 2023, by risk category are as follows:
Statement of Assets and Liabilities |
Derivatives not |
Asset Derivatives |
Liability |
|||||||||
Unrealized appreciation/depreciation on forward foreign currency exchange contracts |
Foreign exchange contracts | $ | 39,218 | $ | — |
The effects of derivative instruments on the Statement of Operations for the six months ended October 31, 2023, are as follows:
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income |
||||
Derivatives not designated as hedging instruments |
Forward Foreign |
|||
Foreign exchange contracts |
$ | 20,625 | ||
Total |
$ | 20,625 |
20
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
5. Derivative and Hedging Disclosure (continued)
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income |
||||||||
Derivatives not designated as hedging instruments |
Forward Foreign |
Total |
||||||
Foreign exchange contracts |
$ | 39,218 | $ | 39,218 | ||||
Total |
$ | 39,218 | $ | 39,218 |
The number of contracts is included on the Schedule of Investments. The quarterly average volumes of derivative instruments as of October 31, 2023, are as follows:
Derivative |
Quarterly Average |
Amount |
||||||
Foreign exchange contracts |
Average Notional Value | $ | (2,298,408 | ) |
6. 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.
21
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
6. Capital Stock (continued)
Repurchase Offer |
Repurchase Offer |
|||||||
Commencement Date |
May 25, 2023 | August 25, 2023 | ||||||
Repurchase Request Deadline |
June 15, 2023 | September 15, 2023 | ||||||
Repurchase Pricing Date |
June 15, 2023 | September 15, 2023 | ||||||
Net Asset Value as of Repurchase Offer Date |
||||||||
Institutional Class |
$ | 27.27 | $ | 27.97 | ||||
Amount Repurchased |
||||||||
Institutional Class |
152,475 | 942,086 | ||||||
Percentage of Outstanding Shares Repurchased |
||||||||
Institutional Class |
0.41 | % | 2.11 | % |
7. 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 six months ended October 31, 2023, the Investment Manager waived fees totaling $115,171. 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 $1,036,157 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, waived fees of $575,068 for the year ended April 30, 2023, which are eligible for recoupment until April 30, 2026, and waived fees of $115,171 for the six months ended October 31, 2023, which are eligible for recoupment until April 30, 2027.
22
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
7. Investment Management and Other Agreements (continued)
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 six months ended October 31, 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.
8. Related Party Transactions
At October 31, 2023, the Investment Manager and its affiliates owned $19,321,164 (or 35.66% of net assets) of the Fund.
9. Federal Income Taxes
At October 31, 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 |
$ | 51,972,473 | ||
Gross Unrealized Appreciation |
$ | 1,131,072 | ||
Gross Unrealized Depreciation |
(133,570 | ) | ||
Net Unrealized Appreciation (Depreciation) |
$ | 997,502 |
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.
10. Investment Transactions
For the six months ended October 31, 2023, purchases and sales of investments, excluding short-term investments, were $21,080,588 and $1,828,107, respectively.
11. 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 October 31, 2023, the Fund had unfunded loan commitments to credit facilities of $15,382,735.
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 October 31, 2023:
23
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
11. Commitments (continued)
Investment Name |
Vehicle Type |
Fair Value |
Total Uncalled |
Redemption |
Redemption Notice Period |
||||||||||||
Clean Growth Fund III, LP |
Private LPs (3) |
316,819 | 175,000 | None | N |
||||||||||||
Clean Growth Fund VI, LP |
Private LPs (3) |
2,006,543 | 3,905,686 | None | N |
||||||||||||
Community EM Credit Fund I, L.P. |
Private LPs (1) |
5,040,230 | — | 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. |
||||||||||||
Greystone Monticello Funding SH-66-B LLC |
SPVs (2) |
1,012,104 | — | None | N |
||||||||||||
Sustainable Growth Fund II SCSp, SICAV, SIF |
Private LPs (1) |
2,555,467 | 45,883 | None | N |
||||||||||||
Conservation Resource Capital VI |
Private LPs (2) |
823,686 | 139,046 | None | N |
||||||||||||
CVI Clean Energy Fund C II, LP |
Private LPs (1) |
1,170,932 | 1,875,000 | None | N |
||||||||||||
WindSail Credit QP Fund, L.P. |
Private LPs (1) | 503,699 | — | 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 | 13,429,479 | 6,140,615 |
(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 consists 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. |
24
Variant Impact Fund
Notes to Financial Statements
October 31, 2023 (Unaudited) (continued)
12. 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 November 22, 2023 and the results are as follows:
|
Repurchase Offer |
|||
Commencement Date |
November 22, 2023 |
|||
Repurchase Request Deadline |
December 15, 2023 |
|||
Repurchase Pricing Date |
December 15, 2023 |
|||
Net Asset Value as of Repurchase Offer Date |
||||
Institutional Class |
$28.43 |
|||
Amount Repurchased |
||||
Institutional Class |
$671,026 |
|||
Percentage of Outstanding Shares Repurchased |
||||
Institutional Class |
1.14% |
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.
25
Variant Impact Fund
Other Information (Unaudited)
October 31, 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 without charge, upon request, by calling the Fund at 1-877-770-7717 or 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.
Approval of Investment Management Agreement
At a meeting of the Board held on June 6, 2023 and June 7, 2023 (the “Meeting”), by a unanimous vote, the Board, including a majority of trustees who are not “interested persons” within the meaning of Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”) voting separately, approved the continuation of the Investment Management Agreement between the Investment Manager and the Fund.
In advance of the Meeting, the Independent Trustees requested and received materials from the Investment Manager to assist them in considering the approval of the Investment Management Agreement. The Independent Trustees reviewed reports from third parties and management about the below factors. The Board did not consider any single factor as controlling in determining whether to approve the Investment Management Agreement nor are the items described herein all-encompassing of the matters considered by the Board. Pursuant to relief granted by the U.S. Securities and Exchange Commission (“the SEC”) in light of the COVID-19 pandemic (the “Order”) and a determination by the Board that reliance on the Order was appropriate due to circumstances related to the current or potential effects of COVID-19, the Meeting was held by videoconference.
The Board engaged in a detailed discussion of the materials with management of the Investment Manager. The Independent Trustees then met separately with independent counsel to the Independent Trustees for a full review of the materials. Following this session, the full Board reconvened and after further discussion determined that the information presented provided a sufficient basis upon which to approve the Investment Management Agreement.
Nature, Extent and Quality of Services
The Board reviewed and considered the nature and extent of the investment advisory services provided by the Investment Manager to the Fund under the Investment Management Agreement, including the selection of Fund investments. The Board also reviewed and considered the nature and extent of the non-advisory, administrative services provided by the Investment Manager to the Fund, including, among other things, providing office facilities, equipment, and personnel. The Board reviewed and considered the qualifications of the portfolio managers and other key personnel of the Investment Manager who provide the investment advisory and administrative services to the Fund. The Board determined that the Investment Manager’s portfolio managers and key personnel are well-qualified by education and/or training and experience to perform the services for the Fund in an efficient and professional manner. The Board also took into account the Investment Manager’s compliance policies and procedures, including the procedures used to determine the value of the Fund’s investments. The Board concluded that the overall quality of the advisory and administrative services provided to the Fund was satisfactory.
Performance
The Board considered the investment performance of the Investment Manager with respect to the Fund, noting that the Investment Manager also managed a fund with a similar investment objective and strategy. The Board considered the performance of the Fund, noting that the Fund had strong year-to-date performance against two key indices and strong performance against its peers for the three-year period ended March 31, 2023 and since inception on October 29, 2021. The Board further considered performance information of the Fund compared to other comparable peer funds. The Board concluded that the performance of the Fund was satisfactory.
26
Variant Impact Fund
Other Information (Unaudited)
October 31, 2023
Approval of Investment Management Agreement (continued)
Fees and Expenses Relative to Comparable Funds Managed by Other Investment Managers
The Board reviewed the advisory fee rate and total expense ratio of the Fund. The Board compared the advisory fee and total expense ratio for the Fund with various comparative data, including third-party reports on the expenses of other comparable funds. The Board noted that the Fund’s advisory fees were comparable to the fees payable by other comparable funds. In addition, the Board noted that the Investment Manager has contractually agreed to limit total annual operating expenses until assets support the expenses of the Fund. The Board concluded that the advisory fees paid by the Fund and total expense ratio were reasonable and satisfactory in light of the services provided.
Breakpoints and Economies of Scale
The Board reviewed the structure of the Fund’s investment management fee under the Investment Management Agreement, which did not include breakpoints. The Board considered the Fund’s advisory fees and concluded that the fees were reasonable and satisfactory in light of the services provided. The Board also determined that, given the Fund’s current size, economies of scale were not present at this time.
Profitability of Investment Manager
The Board considered and reviewed information concerning the costs incurred and profits realized by the Investment Manager from its relationship with the Fund. The Board also reviewed the Investment Manager’s financial condition. The Board noted that the financial condition of the Investment Manager appeared stable. The Board determined that the advisory fees and the compensation to the Investment Manager was reasonable and the financial condition was adequate.
Ancillary Benefits and Other Factors
The Board also discussed other benefits to be received by the Investment Manager from its management of the Fund including, without limitation, the ability to market its advisory services for similar products in the future. The Board noted that the Investment Manager does not have affiliations with the Fund’s transfer agent, fund accountant, custodian, or distributor and, therefore, they do not derive any benefits from the relationships these parties may have with the Fund. The Board concluded that the advisory fees were reasonable in light of the fall-out benefits.
General Conclusion
Based on its consideration of all factors that it deemed material, and assisted by the advice of its counsel, the Board concluded it would be in the best interest of the Fund and its shareholders to approve the continuance of the Investment Management Agreement.
27
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(b) Not applicable
ITEM 2. CODE OF ETHICS.
Not applicable to semi-annual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semi-annual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semi-annual reports.
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.
Not applicable to semi-annual reports.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable to semi-annual reports.
(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 registrants 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 registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants 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 registrants 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 registrants internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Not applicable to semi-annual reports.
(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 | January 8, 2024 |
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 | January 8, 2024 | |
By (Signature and Title)* | /s/Curt Fintel | |
Curt Fintel, Treasurer | ||
(Principal Financial Officer) | ||
Date | January 8, 2024 |
* | Print the name and title of each signing officer under his or her signature. |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Robert W. Elsasser, certify that:
1. I have reviewed this report on Form N-CSR of Variant Impact Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: | January 8, 2024 | /s/Robert W. Elsasser | |||
Robert W. Elsasser, President | |||||
(Principal Executive Officer) |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT
I, Curt Fintel, certify that:
1. I have reviewed this report on Form N-CSR of Variant Impact Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: | January 8, 2024 | /s/Curt Fintel | |||
Curt Fintel, Treasurer | |||||
(Principal Financial Officer) |
EX-99.906CERT
CERTIFICATIONS
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Robert W. Elsasser, President of Variant Impact Fund, certify that to my knowledge:
1. | The Form N-CSR of the registrant for the period ended October 31, 2023 (the Report) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
/s/Robert W. Elsasser | |
Robert W. Elsasser | |
President and Principal Executive Officer | |
January 8, 2024 |
I, Curt Fintel, Treasurer of Variant Impact Fund, certify that to my knowledge:
1. | The Form N-CSR of the registrant for the period ended October 31, 2023 (the Report) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
/s/Curt Fintel | |
Curt Fintel | |
Treasurer and Principal Financial Officer | |
January 8, 2024 |
These certifications are being furnished to the Commission solely pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. (S) 1350 and are not being filed as part of the Form N-CSR with the Commission.
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