(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(f)
Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of
its code of ethics that applies to its principal executive officers and
principal financial and accounting officer.
Item
3. Audit Committee Financial Expert.
(a)(1)
The Registrant has an audit committee financial expert serving on its audit
committee.
(2)
The audit committee financial expert is Mary C. Choksi and she is
"independent" as defined under the relevant Securities and Exchange
Commission Rules and Releases.
Principal Accountant Fees and Services.
(a) Audit Fees
The aggregate fees paid to the principal accountant
for professional services rendered by the principal accountant for the audit of
the registrant’s annual financial statements or for services that are normally
provided by the principal accountant in connection with statutory and
regulatory filings or engagements were $27,004 for the fiscal year ended April
30, 2022 and $36,674 for the fiscal year ended April 30, 2021.
(b) Audit-Related Fees
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of Item 4.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
There were no fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant for tax compliance, tax advice and tax planning.
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning
were $0 for the fiscal year ended April 30, 2022 and $170,219 for the fiscal year ended April 30, 2021. The services for which these fees were paid included tax compliance services related to year-end.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4
were $228 for the fiscal year ended April 30, 2022 and $0 for the fiscal year ended April 30, 2021. The services for which these fees were paid include review of materials provided to the fund Board in connection with the investment management contract renewal process.
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant not reported in paragraphs (a)-(c) of Item 4 were $243,743 for the fiscal year ended April 30, 2022 and $38,350 for the fiscal year ended April 30, 2021. The services for which these fees were paid included compliance examination for Investment Advisor Act rule 204-2 and 206-4(2), benchmarking services in connection with the ICI TA survey, professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, professional fees in connection with determining the feasibility of a U.S. direct lending structure, for the issuance of an Auditor’s Certificate for South Korean regulatory shareholders disclosures, assets under management certification,
fees in connection with license for employee development tool ProEdge, and professional fees in connection with SOC 1 Reports.
(e)
(1) The registrant’s audit committee is directly responsible for approving the services
to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to the registrant by the
auditors to the registrant’s investment adviser or to any entity that controls,
is controlled by or is under common control with the registrant’s investment
adviser and that provides ongoing services to the registrant where the non-audit
services relate directly to the operations or financial reporting of the registrant;
and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative
to committee pre-approval of services to be provided by the auditors, as required
by paragraphs (ii) and (iii) above, of policies and procedures to permit such
services to be pre-approved by other means, such as through establishment of
guidelines or by action of a designated member or members of the committee;
provided the policies and procedures are detailed as to the particular service
and the committee is informed of each service and such policies and procedures
do not include delegation of audit committee responsibilities, as contemplated
under the Securities Exchange Act of 1934, to management; subject, in the case
of (ii) through (iv), to any waivers, exceptions or exemptions that may be
available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant were $243,971 for the fiscal year ended April 30, 2022 and $208,569 for the fiscal year ended April 30, 2021.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item
5. Audit Committee
of Listed
Registrants. N/A
Item
6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies.
N/A
Item 8. Portfolio Managers
of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity
Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
N/A
Item
10. Submission of Matters to a Vote of Security Holders.
There
have been no changes to the procedures by which shareholders may recommend
nominees to the Registrant's Board of Trustees that would require disclosure
herein.
Item
11. Controls and Procedures.
(a) Evaluation
of Disclosure Controls and Procedures.
The Registrant maintains disclosure controls
and procedures that are designed to provide reasonable assurance that information
required to be disclosed in the Registrant’s filings under the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is
recorded, processed, summarized and reported within the periods specified in
the rules and forms of the Securities and Exchange Commission. Such information
is accumulated and communicated to the Registrant’s management, including its
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Registrant’s
management, including the principal executive officer and the principal
financial officer, recognizes that any set of controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives.
Within
90 days prior to the filing date of this Shareholder Report on Form N-CSR, the
Registrant had carried out an evaluation, under the supervision and with the participation
of the Registrant’s management, including the Registrant’s principal executive
officer and the Registrant’s principal financial officer, of the effectiveness
of the design and operation of the Registrant’s disclosure controls and
procedures. Based on such evaluation, the Registrant’s principal executive
officer and principal financial officer concluded that the Registrant’s
disclosure controls and procedures are effective.
(b) Changes
in Internal Controls.
There have been no changes in the Registrant’s 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
internal control over financial reporting.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management
Investment Company. N/A
(a)(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew
T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher
Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew
T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher
Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
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.
FRANKLIN
REAL ESTATE SECURITIES TRUST
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer - Finance and Administration
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
By S\MATTHEW
T. HINKLE______________________
Chief
Executive Officer - Finance and Administration
By S\CHRISTOPHER
KINGS______________________
Chief
Financial Officer, Chief Accounting Officer and Treasurer
II.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder.
Franklin Resources, Inc. has separately adopted the
Code of Ethics and
Business Conduct (“Business Conduct”), which is applicable to all
officers, directors and employees of Franklin Resources, Inc., including
Covered Officers. It summarizes the values, principles and business practices
that guide the employee’s business conduct and also provides a set of basic
principles to guide officers, directors and employees regarding the minimum
ethical requirements expected of them. It supplements the values, principles
and business conduct identified in the Code and other existing employee
policies.
Additionally, the Franklin Templeton Funds have separately adopted the FTI
Personal Investments and Insider Trading Policy governing personal
securities trading and other related matters. The Code for Insider Trading
provides for separate requirements that apply to the Covered Officers and
others, and therefore is not part of this Code.
Insofar as other policies or procedures of Franklin Resources, Inc., the
Funds, the Funds’ adviser, principal underwriter, or other service providers
govern or purport to govern the behavior or activities of the Covered Officers
who are subject to this Code, they are superceded by this Code to the extent
that they overlap or conflict with the provisions of this Code. Please review
these other documents or consult with the Legal Department if have questions
regarding the applicability of these policies to
you.
III.
Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
Overview. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of, or his or her
service to, the FT Funds. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of apposition with the FT Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the FT Funds and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually engage
in certain transactions (such as the purchase or sale of securities or other
property) with the FT Funds because of their status as "affiliated
persons" of the FT Funds. The FT Funds’ and the investment advisers’ compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although
typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the FT Funds, the investment advisers and the fund administrator of which the Covered
Officers are also officers or employees. As a result, this Code recognizes that
the Covered Officers will, in the normal course of their duties (whether
formally for the FT Funds, for the adviser, the administrator, or
2
for all three), be involved in
establishing policies and implementing decisions that will have different
effects on the adviser, administrator and the FT Funds. The participation of
the Covered Officers in such activities is inherent in the contractual
relationship between the FT Funds, the adviser, and the administrator and is
consistent with the performance by the Covered Officers of their duties as
officers of the FT Funds. Thus, if performed in conformity with the provisions
of the Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is recognized by
the FT Funds' Boards of Directors ("Boards") that the Covered
Officers may also be officers or employees of one or more other investment
companies covered by this or other codes.
Other conflicts
of interest are covered by the Code, even if such conflicts of interest are not
subject to provisions in the Investment Company Act and the Investment Advisers
Act. The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the interest of the FT
Funds.
Each Covered Officer must:
Not use his or her personal influence or personal relationships
improperly to influence investment decisions or financial reporting by the FT
Funds whereby the Covered
Officer
would benefit personally to the detriment of the FT
Funds;
Not cause the FT Funds to take action, or fail to take action,
for the individual personal benefit of the Covered Officer rather than the
benefit the FT
Funds;
Not retaliate against any other Covered Officer or any employee
of the FT Funds or their affiliated persons for reports of potential violations
that are made in good
faith;
Report at least annually the following affiliations or other
relationships:
1
all directorships for public companies and all companies that are
required to file reports with the
SEC;
any direct or indirect business relationship with any independent
directors of
the FT
Funds;
any direct or indirect business relationship with any independent
public accounting firm (which are not related to the routine issues related to
the
firm’s service as the Covered
Persons accountant);
and
any direct or indirect interest in any transaction with any FT
Fund that will benefit the officer (not including benefits derived from the
advisory, sub-advisory, distribution or service agreements with affiliates of
Franklin
Resources).
These reports will be reviewed
by the Legal Department for compliance with the Code.
There are some
conflict of interest situations that should always be approved in writing by
Franklin Resources General Counsel or Deputy General Counsel, if material.
Examples of these include
2
:
Service as a director on the board of any public or private
Company.
Reporting
of
these
affiliations
or
other
relationships
shall
be
made
by
completing
the
annual
Directors
and
Officers
Questionnaire and returning the
questionnaire to Franklin Resources Inc, General Counsel or Deputy General
Counsel.
Any
activity
or
relationship
that
would
present
a
conflict
for
a
Covered Officer
may
also
present
a
conflict
for
the
Covered Officer
if a member of the Covered Officer's
immediate family engages in such an activity or has such a relationship. The
Cover Person should also obtain written approval by FT’s General Counsel in
such situations.
3
The receipt of any gifts in excess of $100 from any person, from
any corporation
or association.
The receipt of any entertainment from any Company with which the
FT Funds has current or prospective business dealings unless such entertainment
is business related, reasonable in cost, appropriate as to time and place, and
not so frequent as to raise
any
question of impropriety. Notwithstanding the foregoing, the Covered Officers
must obtain prior approval from the Franklin Resources General Counsel for any
entertainment with a value in excess of
$1000.
Any ownership interest in, or any consulting or employment
relationship with, any of
the FT
Fund’s service providers, other than an investment adviser, principal
underwriter, administrator or any affiliated person
thereof.
A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the FT Funds for effecting portfolio
transactions or for selling or redeeming shares other than an interest arising
from the Covered Officer's employment, such as compensation or equity
ownership.
Franklin Resources General Counsel or Deputy General Counsel will
provide a report
to the FT Funds
Audit Committee of any approvals granted at the next regularly scheduled
meeting.
IV.
Disclosure and
Compliance
Each Covered Officer should familiarize himself with the
disclosure
requirements generally
applicable to the FT
Funds;
Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the FT Funds to others, whether within or
outside the FT Funds, including to the FT Funds’ directors and auditors, and to
governmental
regulators and
self-regulatory
organizations;
Each Covered Officer should, to the extent appropriate within his
or her area of responsibility, consult with other officers and employees of the
FT Funds, the FT Fund’s adviser and the administrator with the goal of
promoting full, fair, accurate, timely and understandable disclosure in the
reports and documents the FT Funds file with, or submit to, the SEC and in
other public communications made by the FT Funds;
and
It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by applicable laws,
rules and
regulations.
V.
Reporting and Accountability
Each Covered Officer must:
Upon becoming a covered officer affirm in writing to the Board
that he or she has received, read, and understands the Code (see Exhibit
B);
Annually thereafter affirm to the Board that he has complied with
the requirements of
the Code;
and
Notify Franklin Resources’ General Counsel or Deputy General
Counsel promptly if he or she knows of any violation of this Code. Failure to
do so is itself is a violation of
this
4
Code.
Franklin
Resources’ General Counsel and Deputy General Counsel are responsible for
applying this Code to specific situations in which questions are presented
under it and have the authority to interpret this Code in any particular
situation.
3
However, the
Independent Directors of the respective FT Funds will consider any approvals or
waivers
4
sought by any
Chief Executive Officers of the Funds.
The FT Funds will follow these
procedures in investigating and enforcing this Code:
Franklin Resources General Counsel or Deputy General Counsel will
take all
appropriate action to
investigate any potential violations reported to the Legal
Department;
If, after such investigation, the General Counsel or Deputy General
Counsel believes that no violation has occurred, The General Counsel is not
required to take any
further
action;
Any matter that the General Counsel or Deputy General Counsel
believes is a
violation will be
reported to the Independent Directors of the appropriate FT
Fund;
If the Independent Directors concur that a violation has
occurred, it will inform and make a recommendation to the Board of the
appropriate FT Fund or Funds, which will
consider
appropriate action, which may include review of, and appropriate modifications
to, applicable policies and procedures; notification to appropriate personnel
of the investment adviser or its board; or a recommendation to dismiss the
Covered
Officer;
The Independent Directors will be responsible for granting waivers,
as appropriate;
and
Any changes to or waivers of this Code will, to the extent
required, are disclosed
as provided
by SEC
rules.
5
VI.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the FT Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the FT Funds, the FT Funds' advisers, principal
underwriter, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The FTI Personal Investments and Insider
Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s
principal underwriter pursuant to Rule 17j-1 under the Investment Company Act,
the Code of Ethics and Business Conduct and more detailed policies and procedures
set forth in FT’s Employee Handbook are separate requirements applying to the
Covered Officers and others, and are not part of this
Code.
Franklin
Resources
General
Counsel
and
Deputy
General
Counsel
are
authorized
to
consult,
as
appropriate,
with
members
of
the
Audit
Committee, counsel
to
the
FT
Funds
and
counsel
to
the
Independent
Directors,
and
are
encouraged
to
do
so.
Item
2
of
Form
N-CSR
defines
"waiver"
as
"the
approval
by
the
registrant
of
a
material
departure
from
a
provision
of
the
code
of
ethics" and
"implicit waiver," which must also be disclosed, as "the
registrant's failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics that has
been made known to an executive officer" of the registrant. See Part X.
VII.
Amendments
Any amendments
to this Code, other than amendments to Exhibit A, must be approved or ratified
by a majority vote of the FT Funds’ Board including a majority of independent
directors.
VIII.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the FT Funds’ Board and their counsel.
IX.
Internal
Use
The Code is intended solely for the internal use by the FT Funds and does
not constitute an admission, by or on behalf of any FT Funds, as to any fact,
circumstance, or legal conclusion.
X.
Disclosure on Form
N-CSR
Item 2 of Form
N-CSR requires a registered management investment company to disclose annually
whether, as of the end of the period covered by the report, it has adopted a
code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these officers are
employed by the registrant or a third party. If the registrant has not adopted
such a code of ethics, it must explain why it has not done so.
The
registrant must also: (1) file with the SEC a copy of the code as an exhibit to
its annual report; (2) post the text of the code on its Internet website and
disclose, in its most recent report on Form N-CSR, its Internet address and the
fact that it has posted the code on its Internet website; or (3) undertake in
its most recent report on Form N-CSR to provide to any person without charge,
upon request, a copy of the code and explain the manner in which such request
may be made. Disclosure is also required of amendments to, or waivers
(including implicit waivers) from, a provision of the code in the registrant's
annual report on Form N-CSR or on its website. If the registrant intends to
satisfy the requirement to disclose amendments and waivers by posting such
information on its website, it will be required to disclose its Internet
address and this
intention.
The Legal Department shall be
responsible for ensuring that:
a copy of the Code is filed with the SEC as an exhibit to each
Fund’s annual report;
and
any amendments to, or waivers (including implicit waivers) from,
a provision of the
Code is
disclosed in the registrant's annual report on Form
N-CSR.
In the event that the foregoing disclosure is omitted or is determined to
be incorrect, the Legal Department shall promptly file such information with
the SEC as an amendment to Form N-CSR.
In such an event, the Fund Chief Compliance Officer shall review the Code
and propose such changes to the Code as are necessary or appropriate to prevent
reoccurrences.
I, Matthew T. Hinkle, certify that:
1.
I have reviewed this report on Form N-CSR of
Franklin Real Estate
Securities Trust;
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;
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
registrant's 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 registrant's 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 registrant’s internal
control over financial reporting that occurred during the second fiscal quarter
of the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5.
The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's 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 registrant's
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 registrant's
internal control over financial reporting.
6/29/2022
S\MATTHEW T. HINKLE
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration
I, Christopher Kings, certify that:
1.
I have reviewed this report on Form N-CSR of
Franklin Real Estate
Securities Trust;
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;
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
registrant's 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 registrant's 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 registrant’s internal
control over financial reporting that occurred during the second fiscal quarter
of the period covered by this report that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
5.
The
registrant's other certifying officer(s) and I have disclosed to the
registrant's auditors and the audit committee of the registrant's 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 registrant's
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 registrant's
internal control over financial reporting.
6/29/2022
S\CHRISTOPHER KINGS
Christopher Kings
Chief Financial Officer, Chief Accounting Officer and
Treasurer