November 7, 2023

Mr. Aaron Brodsky

Dear Mr. Brodsky:

Fund Summaries--Principal Investment Strategies (Infrastructure Fund) (pages 1 – 2)

Response:  The Registrant has added the following disclosure following the first sentence of the first paragraph under the Fund’s principal investment strategies section: “The Fund will invest in securities of companies that are located throughout the world, including the United States. The Fund may rely on the country where the issuer is incorporated, is headquartered or has its principal place of business in determining the

location of an issuer.”

Response: The Infrastructure Fund considers the various types of companies in which it invests to be part of the “infrastructure industry,” a term that is commonly used to refer to companies involved in the basic physical systems necessary for the functioning of society, including companies involved in the production of public goods or processes related to physical structures and materials, such as transportation systems, communication networks, and utilities, among others. The Fund notes that the prospectus in the Initial Filing includes a definition of what the Fund considers to be companies in the infrastructure industry, which includes companies in the utilities, energy, transportation, and communications sectors. This definition is consistent with how the infrastructure industry is defined by other registered funds with investment strategies focused in this industry.  The Fund also has included an “infrastructure industry risk” in the prospectus to disclose to investors the risks unique to these types of companies. In light of this investment strategy, and given that infrastructure-related companies have similar “particular characteristics,” the Fund has adopted an 80% investment policy, pursuant to Rule 35d-1, to invest 80% of its net assets, plus the amount of any borrowings for investment purposes, in global listed infrastructure companies.  

“When assessing whether a company meets the Manager's sustainability objectives noted above, the Manager will rely on third-party data providers such as non-governmental organizations, sell-side research and environmental, social and governance (ESG) data providers, company websites and other disclosures, typically through corporate sustainability reports, public commitments or other investor communications, as well as information obtained from direct engagement with a company. In selecting Fund investments, the Manager also applies a harm-based exclusion screening process to exclude certain companies involved in coal, weapons, and tobacco industries, or that have serious violations of the UN Global Compact. The Fund may invest up to 20% of its net assets in securities that do not meet the Fund's sustainable investment criteria of climate change mitigation, climate change adaptation and/or positive social impact so long as such securities meet the harm-based exclusion screen test. While the Manager identifies and selects the data points it deems relevant to meeting the Fund's harm-based exclusion screening criteria, metrics relating to this criteria will be obtained primarily from external sources, including company websites and other disclosures and third-party data providers such as non-governmental organizations, sell-side research and ESG data providers.”

Response:  Resilience and reliability are closely linked, with resilience being one key driver of reliability. Reliability refers to the ability of users of infrastructure assets to enjoy access to services as required. Increased reliability can also be achieved by ensuring infrastructure assets have sufficient capacity, ability to withstand variable supply and demand (in electricity networks for instance), and ability to withstand planned and unplanned outages. The Registrant utilizes the definition of resilience as defined by the Organisation for Economic Co-operation and Development (OECD), which is, in part, as follows: “The defining characteristic of climate-resilient infrastructure is that it is planned, designed, built and operated in a way that anticipates, prepares for, and adapts to changing climate conditions. It can also withstand, respond to, and recover rapidly from disruptions caused by these climate conditions.”  

Response: “Social inclusion” refers to making infrastructure services available to those who do not currently have access. For example, it refers to the expansion of communications infrastructure to deliver services to communities that do not currently have them. “Equal access” refers to seeking equality of access to services for customers regardless of financial status, through reduced prices for example. The Registrant has revised the disclosure accordingly:

“The Fund may also invest in infrastructure companies that are generating positive social impact through the promotion of social inclusion (i.e., expanding the availability of infrastructure services) and equal access to infrastructure assets (i.e., ensuring the provision of services regardless of financial status) that are essential for daily life and economies, such as energy, sanitation, transport and digital connectivity.”

Response: The Registrant has deleted the term “user demand.”

Fund Summaries--Principal Risks (Infrastructure Fund) (pages 2 – 4)

Response:  The Registrant has added the following language to the Fund’s Principal Investment Strategies section:

“The Fund may invest in equity securities of non-U.S. companies located in emerging market countries. Emerging market countries include those currently considered to be developing by the World Bank, the United Nations, or the countries’ governments. The Fund will primarily invest in emerging markets securities of countries included in the MSCI Emerging Markets Index.”

Response: The Registrant confirms that it has removed “IBOR risk” from the Fund’s principal risks disclosure.

Fund Summaries--Principal Investment Strategies (Energy Transition Fund) (pages 6 – 8)

Response:  The Registrant has added the following sentence after the first sentence of the first paragraph in the Fund’s principal investment strategies section: “The investment criteria includes companies that meet the Manager’s definition of “transition enablers” or “responsible producers,” as further described below.”

“The Manager considers companies to be “transition enablers” that have a portion of their business committed to actively developing, and/or exposed to, products and services designed to produce lower-emitting alternatives to fossil fuels, or providers of services or materials required for the energy transition or low greenhouse gas energy production.”

Response:  The disclosure is not intended to state that a provider is required; rather, what is required is the services or materials provided by such a provider. To clarify how the Registrant identifies such requisite materials and services, the Registrant has added the following disclosure following the last sentence of the second paragraph:

“In seeking to identify “transition enablers,” the Manager uses proprietary and third-party research to determine what technologies have the greatest likelihood of succeeding and profiting from the energy transition.   The Manager then uses this macro view to determine the individual components and services that will be required to fully deploy these technologies.  For example, the Manager believes the deployment of solar, wind power and electric vehicles are likely to witness an increase in demand from the energy transition, while basic materials essential to the production and implementation of such technologies (e.g., copper or aluminum), will also serve as catalysts for an energy transition.”

“Higher risk jurisdictions” are those that may have corruption, poverty, and violence, in addition to looser safety regulations, child labor risks, modern slavery risks, and bribery. The Manager carefully analyzes each company, utilizing company disclosures, third party research and proprietary analysis, to determine whether a company is properly identifying, monitoring and addressing these social and governance issues and risks, particularly when such companies operate in jurisdictions exhibiting these high-risk characteristics.”

“Also, investments can be made in securities that may score poorly on a particular ESG metric if the risk is properly disclosed and is being monitored and addressed and the company otherwise passes the Manager's screen of “transition enablers” and “responsible producers.” The Manager's proprietary fundamental process analyzes the environmental attributes of portfolio companies involved in oil and gas and materials extraction, refining or fabrication.  For companies involved in renewable energies or lower carbon technologies, the environmental and sustainability attributes are analyzed using third party research.  Investments can be made in securities that may have been identified as having heightened environmental, social or governance risks if those risks are properly disclosed and are being monitored and addressed.”  

Fund Summaries--Principal Risks (Energy Transition Fund) (pages 8 – 9)

Response:  The Registrant has revised the prospectus to include the following risk disclosure regarding the use of third-party data providers:

Third party data provider risk - In evaluating issuers, the Manager may rely upon information and data, including from third-party data providers and companies. The data obtained from third-party data providers or companies may be limited, incomplete, inaccurate, or unavailable, or may present conflicting information and data with respect to an issuer, which in each case could cause the Manager to incorrectly assess an issuer’s business practices as they relate to the Fund’s investment criteria. In addition, such third-party data may include quantitative and/or qualitative measures, and consideration of this data may be subjective. Different methodologies may be used by such providers and may lack standardization, consistency, and transparency. As a result, there exists a risk that the Manager may incorrectly assess a security or company, resulting in the incorrect inclusion or exclusion of a security in the Fund’s portfolio, or that the Fund may underperform funds that do not screen or score companies based on similar investment criteria or funds that use different third-party data providers.

Energy industry risk - Companies engaged in the transportation, storage, processing, refining, marketing, exploration, production, and mining of minerals and natural resources are subject to many risks that can negatively impact the revenues and viability of companies in this industry.  These risks include, but are not limited to, commodity price volatility risk, supply and demand risk, reserve and depletion risk, operations risk, regulatory risk, environmental risk, terrorism risk and the risk of natural disasters. For example, the price of energy securities may fluctuate due to real and perceived inflationary trends and the (often rapid) changes in supply of, or demand for, various natural resources; both domestic and international political and economic developments; the cost required to comply with environmental safety regulations; changes in methods for conserving energy; environmental incidents; and the uncertain success rates for exploration projects.

why this is a principal risk for the Fund given the Fund’s current strategy disclosure.

Response: The Registrant confirms that it has removed “IBOR risk” from the Fund’s principal risks disclosure.

Fund Summaries--Principal Investment Strategies (Tax-Free Fund) (pages 11 – 12)

“Duration measures a bond’s sensitivity to interest rates by indicating the approximate change in a bond or bond fund’s price given a 1% change in interest rates. Bonds and other fixed income securities with longer maturities or duration generally are more sensitive to interest rate change. For example, if the Fund holds a portfolio of securities with an effective duration of five years and interest rates rise 1%, the principal value of such securities could be expected to decrease by approximately 5%.”

Response: The following sentence has been added at the end of the sixth paragraph: “The Fund may invest in securities with a sustainability score of 3 if, in the Manager’s view, such security meets the Fund’s investment objective.”

Response: The Fund will not concentrate its investments and, accordingly, the Registrant has revised the language to clarify this point:

“The Fund may invest to a greater extent in certain types of bonds or in a certain segment of the municipal bond market when the supply of bonds in other sectors does

not suit its investment needs.”

How We Manage the Funds—Our principal investment strategies (Tax-Free Fund)
(pages 18 – 19)

Response:  The Registrant has revised the first sentence of the sixth paragraph as follows: “During the security selection process, the Manager will assess each security based on certain sustainability factors and for the potential for such factors to have a positive impact on the local community where the municipal debt obligations are issued.”

Response: The Registrant has revised the sixth paragraph under the Fund’s principal investment strategies section as follows:

“During the security selection process, the Manager will assess each security based on certain sustainability factors and for the potential for such factors to have a positive impact on the local community where the municipal debt obligations are issued. A score is determined based on environmental, social and governance factors. Environmental factors include, but are not limited to, compliance with environmental regulations, flood and earthquake risk, pollution and climate impact. A security’s social factors include, but are not limited to, demographics, labor management, community relations and affordability. Governance factors include, but are not limited to, management oversight, transparency, and disclosure practices. The Manager relies on its internal credit team of analysts that assign internal ratings and ESG scores to all potential investments. The Manager will assign a sustainability score of 3 to securities with neutral sustainability related characteristics, a score of 1 or 2 to securities with positive sustainability characteristics, and a score of 4 or 5 with negative sustainability characteristics. A security with a score of 4 or 5 is automatically disqualified from inclusion in the Fund’s portfolio. The Manager will seek to sell a security held by the Fund if the security’s sustainability score drops below 3 and, in the Manager’s view, the change in score is not temporary. The Fund may invest in securities with a sustainability score of 3 if, in the Manager’s view, such security meets the Fund’s investment objective.”

Financial highlights (page 46)

Response: The Fund has included the audited financial statements in the Fund’s pre-effective amendment to the Fund’s Initial Filing.

Investment Objectives, Restrictions, and Policies (Fundamental Investment Restrictions)

Response: The Registrant has revised the disclosure by adding the following after the statement of the Funds' concentration policy: “A Fund may invest in other investment companies that may concentrate their assets in one or more industries. A Fund may consider the concentration of such other investment companies in determining compliance with the Fund's concentration policy to the extent the Fund has sufficient information about such investments.”

Investment Strategies and Risks, Specific Securities and Investment Practices, Options, Futures and Other Derivatives Strategies, Speculative Position Limits

Response: The Registrant has revised the disclosure to reflect the CFTC’s current speculative position limits rules, which apply to agricultural contracts as well as energy and metals contracts.

Investment Strategies and Risks, IBOR Transition Risk

Response: The Registrant has revised the disclosure in light of the cessation of LIBOR to state that the most common tenors of USD LIBOR (overnight and 1-, 3-, 6- and 12- month) ceased publication as of June 30, 2023.

Management of the Trust, Trustees and Officers

Response: The Registrant has included an estimate of future compensation in the SAI.

ITEM 28. EXHIBITS

Response: The Registrant so confirms.

Response: The Registrant so confirms.

Response: The Registrant confirms that it will include the required indemnification provisions in a subsequent pre-effective amendment to the Fund’s Initial Filing.

Signature Page

Response: The Registrant confirms that the Registrant’s first pre-effective amendment to its registration statement will be signed by a majority of Trustees and the required officers of the Trust.

pre-effective amendment.

Response: The Registrant acknowledges the Staff’s comment.

Response: The Registrant has not submitted, and at this time does not expect to submit, any exemptive applications or no-action requests in connection with the registration statement.

Response:  The Registrant acknowledges the Staff’s comment.

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Please direct any questions or comments relating to this filing to me at (312) 964-3505.