UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21869
NexPoint Credit Strategies Fund
(formerly, Pyxis Credit Strategies Fund)
(Exact name of registrant as specified in charter)
200 Crescent Court
Suite 700
Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
Pyxis Capital, L.P.
200 Crescent Court
Suite 700
Dallas, Texas 75201
(Name and address of agent for service)
Registrants telephone number, including area code: (877) 665-1287
Date of fiscal year end: December 31
Date of reporting period: September 30, 2012
Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Schedule of Investments. |
The Schedule of Investments is attached herewith.
INVESTMENT PORTFOLIO (unaudited)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
1 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
2 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
3 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
4 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
5 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
6 |
INVESTMENT PORTFOLIO (unaudited) (continued)
As of September 30, 2012 | NexPoint Credit Strategies Fund |
See accompanying Notes to Investment Portfolio. |
7 |
NOTES TO INVESTMENT PORTFOLIO
As of September 30, 2012 (unaudited) |
NexPoint Credit Strategies Fund |
Security Valuation
In computing the Funds net assets attributable to common shares, securities with readily available market quotations on the New York Stock Exchange, NASDAQ or other nationally recognized exchange, use the closing quotations on the respective exchange for valuation of those securities. Securities for which there are no readily available market quotations will be valued at the mean between the most recently quoted bid and ask prices provided by the principal market makers. If there is more than one such principal market maker, the value shall be the average of such means. Securities without a sale price or quotations from principal market makers on the valuation day may be priced by an independent pricing service. Generally, the Funds loan and bond positions are not traded on exchanges and consequently are valued based on a mean of the bid and ask price from the third-party pricing services or broker-dealer sources that Pyxis Capital, L.P. has determined to generally have the capability to provide appropriate pricing services and have been approved by the Trustees.
Securities for which market quotations are not readily available, for which the Fund has determined the price received from a pricing service or broker-dealer is stale or otherwise does not represent fair value (such as when events materially affecting the value of securities occur between the time when market price is determined and calculation of the Funds net asset value (NAV)), will be valued by the Fund at fair value, as determined by the Board of Trustees (the Board) or its designee in good faith in accordance with procedures approved by the Board, taking into account factors reasonably determined to be relevant, including: (i) the fundamental analytical data relating to the investment; (ii) the nature and duration of restrictions on disposition of the securities; and (iii) an evaluation of the forces that influence the market in which these securities are purchased and sold. In these cases, the Funds NAV will reflect the affected portfolio securities fair value as determined in the judgment of the Board or its designee instead of being determined by the market. Using a fair value pricing methodology to value securities may result in a value that is different from a securitys most recent sale price and from the prices used by other investment companies to calculate their NAV. Determination of fair value is uncertain because it involves subjective judgments and estimates not easily substantiated by auditing procedures.
There can be no assurance that the Funds valuation of a security will not differ from the amount that it realizes upon the sale of such security. Short-term debt investments, that is, those with a remaining maturity of 60 days or less, are valued at cost adjusted for amortization of premiums and accretion of discounts. Repurchase agreements are valued at cost plus accrued interest. Foreign price quotations are converted to U.S. dollar equivalents using the 4:00 PM London Time Spot Rate.
Options:
The Fund may utilize options on securities or indexes to varying degrees as part of their principal investment strategy. An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or strike price. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. The Fund may hold options, write option contracts, or both. If an option written by the Fund expires unexercised, the Fund realizes on the expiration date a capital gain equal to the premium received by the Fund at the time the option was written. If an option purchased by the Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss.
Forward Foreign Currency Contracts
In order to minimize the movement in NAV resulting from a decline or appreciation in the value of a particular foreign currency against the U.S. dollar or another foreign currency or for other reasons, the Fund is authorized to enter into forward currency exchange contracts. These contracts involve an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Forward currency contracts do not eliminate fluctuations in the values of portfolio securities but rather allow the Fund to establish a rate of exchange for a future point in time. Forwards involve counterparty credit risk to the Fund because the forwards are not exchange traded, and there is no clearinghouse to guarantee forwards against default. As of September 30, 2012, the open value of the Funds forward foreign currency contracts were EUR 10,715,000 and during the nine months ended September 30, 2012, the closed notional value were GBP 5,900,000 and EUR 33,464,500.
Fair Value Measurements:
The Fund has performed an analysis of all existing investments and derivative instruments to determine the significance and character of all inputs to their fair value determination. The levels of fair value inputs used to measure the Funds investments are characterized into a fair value hierarchy. Where inputs for an asset or liability fall into more than one level in the fair value hierarchy, the investment is classified in its entirety based on the lowest level input that is significant to that investments valuation. The three levels of the fair value hierarchy are described below:
Level 1 Quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement;
Level 2 Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active, but are valued based on executed trades; broker quotations that constitute an executable price; and alternative pricing sources supported by observable inputs are classified within Level 2. Level 2 inputs are either directly or indirectly observable for the asset in connection with market data at the measurement date; and
Level 3 Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. In certain cases, investments classified within Level 3 may include securities for which the Fund has obtained indicative quotes from broker-dealers that do not necessarily represent prices the broker may be willing to trade on, as such quotes can be subject to material management judgment. Unobservable inputs are those inputs that reflect the Funds own assumptions that market participants would use to price the asset or liability based on the best available information.
As of September 30, 2012, the Funds investments consisted of senior loans, corporate notes and bonds, asset-backed securities, common stock, preferred stock and warrants. The fair value of the Funds loans, bonds and asset-backed securities are generally based on quotes received from brokers or independent pricing services. Loans and bonds with quotes that are based on actual trades with a sufficient level of activity on or near the measurement date are classified as Level 2 assets. Loans, bonds and asset-backed securities that are priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades are
8
NOTES TO INVESTMENT PORTFOLIO
As of September 30, 2012 (unaudited) | NexPoint Credit Strategies Fund |
classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable.
The fair value of the Funds common stocks, preferred stocks and warrants that are not actively traded on national exchanges are generally priced using quotes derived from implied values, indicative bids, or a limited amount of actual trades and are classified as Level 3 assets because the inputs used by the brokers and pricing services to derive the values are not readily observable.
For investments which do not have readily available quotations or are not priced by a pricing service or broker, the Fund will determine the investments fair value, as determined by the Board or its designee in accordance with procedures approved the Board, taking into account relevant factors. These factors include: 1) fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities and 3) an evaluation of the forces that influence the market in which the investment is purchased and sold.
At the end of each calendar quarter, management evaluates the Level 2 and 3 assets and liabilities for changes in liquidity, including but not limited to: whether a broker is willing to execute at the quoted price, the depth and consistency of prices from third party services, and the existence of contemporaneous, observable trades in the market. Additionally, management evaluates the Level 1 and 2 assets and liabilities on a quarterly basis for changes in listings or delistings on national exchanges.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Funds investments may fluctuate from period to period. Additionally, the fair value of investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values the Fund may ultimately realize. Further, such investments may be subject to legal and other restrictions on resale or otherwise less liquid than publicly traded securities.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Transfers in and out of the levels are recognized at the value at the end of the period. A summary of the inputs used value the Funds assets as of September 30, 2012 are as follows:
Investments |
Total Value at September 30, 2012 |
Level
1 Quoted Price |
Level 2 Significant Observable Input |
Level 3 Significant Unobservable Input |
||||||||||||
Assets |
||||||||||||||||
Common Stocks |
||||||||||||||||
Broadcasting |
$ | 25,552,200 | $ | | $ | 25,552,200 | $ | | ||||||||
Consumer Discretionary |
19,795,382 | 19,795,382 | | | ||||||||||||
Consumer Staples |
2,976,831 | 2,976,831 | | | ||||||||||||
Diversified Media |
13,679,562 | 3,289,100 | 9,993,887 | 396,575 | ||||||||||||
Financial |
9,037,938 | 9,037,938 | | | ||||||||||||
Healthcare |
45,373,515 | 5,293,515 | | 40,080,000 | ||||||||||||
Housing |
854,108 | | | 854,108 | ||||||||||||
Information Technology |
3,940,377 | 3,940,377 | | | ||||||||||||
Materials |
979,440 | 979,440 | | | ||||||||||||
Real Estate Investment Trusts |
4,039,688 | 4,039,688 | | | ||||||||||||
Service |
3,255,622 | | | 3,255,622 | ||||||||||||
Telecommunication Services |
4,929,910 | 4,929,910 | | | ||||||||||||
Utility |
30,448 | | | 30,448 | ||||||||||||
Wireless Communication |
2,554,398 | 2,554,398 | | | ||||||||||||
Warrants |
1,564,619 | 3,219 | 1,561,400 | | ||||||||||||
Registered Investment Company |
5,922,043 | 5,922,043 | | | ||||||||||||
Debt |
||||||||||||||||
Senior Loans |
298,478,946 | | 243,899,005 | 54,579,941 | ||||||||||||
AssetBacked Securities |
54,408,530 | | 9,291,251 | 45,117,279 | ||||||||||||
Corporate Debt |
162,408,051 | | 144,113,594 | 18,294,457 | ||||||||||||
|
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Total Assets |
659,781,608 | 62,761,841 | 434,411,337 | 162,608,430 | ||||||||||||
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Liabilities |
||||||||||||||||
Derivatives |
||||||||||||||||
Equity Price Risk |
(3,468,950 | ) | (3,468,950 | ) | | | ||||||||||
Foreign Currency Risk |
(622,591 | ) | | (622,591 | ) | | ||||||||||
Total Liabilities |
(4,091,541 | ) | (3,468,950 | ) | (622,591 | ) | | |||||||||
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Total |
$ | 655,690,067 | $ | 59,292,891 | $ | 433,788,746 | $ | 162,608,430 | ||||||||
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The Fund did not have any liabilities that were measured at fair value or Level 3 at September 30, 2012.
9
NOTES TO INVESTMENT PORTFOLIO
As of September 30, 2012 (unaudited) | NexPoint Credit Strategies Fund |
The table below sets forth a summary of changes in the Funds Level 3 assets (assets measured at fair value using significant unobservable inputs) for the nine months ended September 30, 2012.
Assets of Fair Value |
Balance as of December 31, 2011 |
Transfers into Level 3 |
Transfers out of Level 3 |
Net amortization/ (accretion) of premium/ (discount) |
Net realized gains/ (losses) |
Net unrealized gains/(losses) |
Net Purchases * |
Net Sales * |
Balance at September 30, 2012 |
|||||||||||||||||||||||||||
Common Stocks |
||||||||||||||||||||||||||||||||||||
Broadcasting |
627,000 | $ | | $ | (25,552,200 | ) | $ | | $ | 83,694 | $ | 4,971,456 | $ | 20,081,250 | $ | (211,200 | ) | $ | | |||||||||||||||||
Diversified Media |
7,048,339 | | (9,993,887 | ) | | | 3,342,094 | | 29 | 396,575 | ||||||||||||||||||||||||||
Metals/Minerals |
993,326 | | | | 527,729 | (557,083 | ) | | (963,972 | ) | | |||||||||||||||||||||||||
Gaming/Leisure |
2,655,220 | | | | | (2,655,220 | ) | | | | ||||||||||||||||||||||||||
Healthcare |
41,040,000 | | | | | (960,000 | ) | | | 40,080,000 | ||||||||||||||||||||||||||
Housing |
853,312 | | | | | (48,954 | ) | 49,750 | | 854,108 | ||||||||||||||||||||||||||
Service |
2,562,295 | | | | | 693,327 | | | 3,255,622 | |||||||||||||||||||||||||||
Utility |
30,448 | | | | | | | | 30,448 | |||||||||||||||||||||||||||
Preferred Stocks |
3,830,442 | | | | (9,290,170 | ) | 9,959,728 | | (4,500,000 | ) | | |||||||||||||||||||||||||
Claims |
| | | | | (419,652 | ) | 419,761 | (109 | ) | | |||||||||||||||||||||||||
Warrants |
2,169,253 | | (1,561,400 | ) | | 228,851 | (259,204 | ) | | (577,500 | ) | | ||||||||||||||||||||||||
Debt |
||||||||||||||||||||||||||||||||||||
Senior Loans |
95,912,547 | 9,857,092 | (15,287,811 | ) | 906,364 | 966,559 | (595,377 | ) | 2,565,275 | (39,744,708 | ) | 54,579,941 | ||||||||||||||||||||||||
Asset-Backed |
||||||||||||||||||||||||||||||||||||
Securities |
47,161,140 | | (9,291,251 | ) | (88,239 | ) | 153,739 | 8,505,615 | | (1,323,725 | ) | 45,117,279 | ||||||||||||||||||||||||
Corporate Debt |
31,025,478 | | | 41,912 | 40,535 | (12,285,176 | ) | | (528,292 | ) | 18,294,457 | |||||||||||||||||||||||||
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Total |
$ | 235,908,800 | $ | 9,857,092 | $ | (61,686,549 | ) | $ | 860,037 | $ | (7,289,063 | ) | $ | 9,691,554 | $ | 23,116,036 | $ | (47,849,477 | ) | $ | 162,608,430 | |||||||||||||||
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* | includes any applicable borrowings and/or paydowns made on revolving credit facilities held in the Funds Investment Portfolio. |
For the nine months ended September 30, 2012, there were no transfers between Level 1 to Level 2.
Investments designated as Level 3 may include assets valued using quotes or indications furnished by brokers which are based on models or estimates and may not be executable prices. In light of the developing market conditions, the Investment Adviser continues to search for observable data points and evaluate broker quotes and indications received for portfolio investments. As a result, for the nine months ended September 30, 2012, a net amount of $9,857,092 of the Funds portfolio investments were transferred to Level 3 from Level 2, an net amount of $(61,686,549) if the Funds portfolio investments were transferred to Level 2 from Level 3. Determination of fair values is uncertain because it involves subjective judgments and estimates not easily substantiated by auditing procedures.
The following is a summary of significant unobservable inputs used in the fair valuations of assets and liabilities categorized within Level 3 of the fair value hierarchy:
Fund and Category |
Ending Balance at 9/30/2012 |
Valuation Technique |
Unobservable Inputs |
Input Value(s) | ||||||
NexPoint Credit Strategies Fund |
|
|||||||||
Debt |
$ | 117,991,677 | Third-Party Pricing Vendor | 61.78 - 100 | ||||||
Liquidation Analysis | Discount Rate | 0.13% - 25% | ||||||||
A/R Recovery Assumption | 45% | |||||||||
Debt - Loan Spread | Comparable Weighted Average DM | 4.76% - 6.5% | ||||||||
Weighted Comparables | 10% - 40% | |||||||||
Spread on Weighted Avg DM | 3% |
10
NOTES TO INVESTMENT PORTFOLIO
As of September 30, 2012 (unaudited) | NexPoint Credit Strategies Fund |
Fund and Category |
Ending Balance at 9/30/2012 |
Valuation Technique |
Unobservable Inputs |
Input Value(s) | ||||||
NexPoint Credit Strategies Fund - (continued) |
||||||||||
Recovery Analysis | Discount Rate | 15% | ||||||||
Multiple Analysis | Liquidity Discount | 28% | ||||||||
Expected Sale Proceeds | Discount Rate | 15% | ||||||||
Common Stocks |
44,616,753 | Third-Party Pricing Vendor | 0.38 | |||||||
Multiples Analysis | Discount Rate | 25% | ||||||||
Fair Valuation - Multiple Scenarios | Discount Rate | 26% | ||||||||
Scenario Probabilities | 25% | |||||||||
|
|
|||||||||
Total |
$ | 162,608,430 |
The significant unobservable inputs used in the fair value measurements of the Funds debt investments are discount rates, scenario probabilities, assumed accrued interest, and LTM multiples. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement.
The significant unobservable inputs used in a fair value measurement of the reporting entitys common stock investments are discount rates and scenario probabilities. Significant changes in either of those inputs in isolation would result in a significantly lower or higher fair value measurement.
Financial Instruments:
The Fund adopted amendments to authoritative guidance on disclosures about derivative instruments and hedging activities which require that the Fund discloses: a) how and why an entity uses derivative instruments, b) how derivative instruments and related hedged items are accounted for and c) how derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows.
The fair values of derivative instruments have the following risk exposure at September 30, 2012:
Fair Value |
||||||||
Asset | Liability | |||||||
Risk Exposure |
Derivatives | Derivatives | ||||||
Credit Strategies Fund |
||||||||
Equity Price Risk |
$ | 1,564,619 | $ | 4,091,541 | ||||
Foreign Currency Risk |
| (622,591 | ) |
For the period ended September 30, 2012, each Funds average volume of derivatives is as follows:
Derivatives |
Credit Strategies Fund | |||
Warrants (Units) |
$ | 298,683 | ||
Written Options |
||||
(Contracts) |
4,366 | |||
Forward Contracts Sold |
||||
(Appreciation) |
253,540 |
11
NOTES TO INVESTMENT PORTFOLIO
As of September 30, 2012 (unaudited) | NexPoint Credit Strategies Fund |
Affiliated Issuers:
Under Section 2 (a) (3) of the Investment Company Act of 1940, as amended, a portfolio company is defined as affiliated if a Fund owns five percent or more of its outstanding voting securities. The Long/Short Healthcare Fund held at least five percent of the outstanding voting securities of the following companies during the period ended September 30, 2012:
Par Value at | Shares at | Market Value | ||||||||||||||
September 30, 2012 |
September 30, 2012 |
December 2011 |
September 2012 |
|||||||||||||
ComCorp Broadcasting, Inc. |
$ | 37,331,877 | | $ | 37,232,080 | $ | 36,760,699 | |||||||||
Communications Corp of America |
| 2,010,616 | | | ||||||||||||
Genesys Ventures IA, LP |
| 24,000,000 | 41,040,000 | 40,080,000 | ||||||||||||
LLV Holdco, LLC |
6,889,849 | | 6,363,641 | 5,117,780 | ||||||||||||
LLV Holdco, LLC Series A Membership Interest (Common Stock) |
| 26,712 | 2,640,973 | | ||||||||||||
LLV Holdco, LLC Series B Membership Interest |
| 144 | 14,247 | | ||||||||||||
LLV Holdco, LLC Litigation Trust Units |
| 13 | | | ||||||||||||
LLV Holdco, LLC Series C Membership Interest (Warrants) |
| 602 | | | ||||||||||||
LLV Holdco, LLC Series D Membership Interest (Warrants) |
| 828 | | | ||||||||||||
LLV Holdco, LLC Series E Membership Interest (Warrants) |
| 925 | | | ||||||||||||
LLV Holdco, LLC Series F Membership Interest (Warrants) |
| 1,041 | | | ||||||||||||
LLV Holdco, LLC Series G Membership Interest (Warrants) |
| 1,179 | | | ||||||||||||
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$ | 44,221,726 | 26,042,060 | $ | 87,290,941 | $ | 81,958,479 | ||||||||||
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* | Company is a wholly owned subsidiary of Communications Corp. of America. |
For more information with regard to significant accounting policies, see the most recent semi-annual report filed with the Securities and Exchange Commission.
12
Item 2. | 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 registrants last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 3. | Exhibits. |
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
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) NexPoint Credit Strategies Fund (formerly, Pyxis Credit Strategies Fund)
By (Signature and Title)* /s/ Ethan Powell
Ethan Powell, Executive Vice President and Principal Executive Officer
(principal executive officer)
Date 11/27/12
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/ Ethan Powell
Ethan Powell, Executive Vice President and Principal Executive Officer
(principal executive officer)
Date 11/27/12
By (Signature and Title)* /s/ Brian Mitts
Brian Mitts, Chief Financial Officer and Treasurer
(principal financial officer)
Date 11/27/12
* | Print the name and title of each signing officer under his or her signature. |