<![CDATA[Boulder Growth & Income Fund, Inc.]]>

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: 811-02328

Boulder Growth & Income Fund, Inc.

(Exact name of registrant as specified in charter)

2344 Spruce Street, Suite A, Boulder, CO 80302

(Address of principal executive offices) (Zip code)

Stephen C. Miller, Esq.

2344 Spruce Street, Suite A

Boulder, CO 80302

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 444-5483

Date of fiscal year end: November 30

Date of reporting period: August 31, 2012


Item 1 – Schedule of Investments.


PORTFOLIO OF INVESTMENTS    BOULDER GROWTH & INCOME FUND, INC.

August 31, 2012 (Unaudited)

  

 

Shares/

Principal

Amount

   Description    Value (Note 1)  

LONG TERM INVESTMENTS 96.3%

  

DOMESTIC COMMON STOCK 74.0%

  

Banks 3.9%

  

262,408

   Wells Fargo & Co.      $8,929,744   

Construction Machinery 0.7%

  

20,000

   Caterpillar, Inc.      1,706,600   

Cosmetics/Personal Care 0.9%

  

30,000

   The Procter & Gamble Co.      2,015,700   

Diversified 26.3%

  

466

   Berkshire Hathaway, Inc., Class A*      58,976,914   

25,000

   Berkshire Hathaway, Inc., Class B*      2,108,500   
     

 

 

 
        61,085,414   

Diversified Financial Services 5.1%

  

35,000

   American Express Co.      2,040,500   

4,300

   Franklin Resources, Inc.      504,820   

251,250

   JPMorgan Chase & Co.      9,331,425   
     

 

 

 
        11,876,745   

Environmental Control 0.4%

  

30,000

   Republic Services, Inc.      829,500   

Healthcare Products & Services 5.8%

  

200,000

   Johnson & Johnson      13,486,000   

Manufacturing 0.5%

  

12,000

   3M Co.      1,111,200   

Mining 3.9%

  

248,100

   Freeport-McMoRan Copper & Gold, Inc.      8,958,891   

Oil & Gas 2.7%

  

123,000

   Linn Energy LLC      4,890,480   

32,500

   Phillips 66      1,365,000   
     

 

 

 
        6,255,480   

Pharmaceuticals 0.4%

  

20,000

   Merck & Co., Inc.      861,000   

Pipelines 3.4%

  

150,200

   Enterprise Products Partners L.P.      8,020,680   

Real Estate 0.3%

  

17,300

   WP Carey & Co., LLC      796,319   

Real Estate Investment Trusts (REITs) 0.3%

  

16,300

   Realty Income Corp.      686,719   

Registered Investment Companies (RICs) 6.1%

  

770,270

   Cohen & Steers Infrastructure Fund, Inc.      13,795,536   

18,726

   RMR Real Estate Income Fund      332,199   
     

 

 

 
        14,127,735   


Shares/
Principal
Amount
   Description    Value (Note 1)  

Retail 7.5%

  

240,000

   Wal-Mart Stores, Inc.      $17,424,000   

Technology, Hardware & Equipment 4.7%

  

520,100

   Cisco Systems, Inc.      9,923,508   

23,000

   Harris Corp.      1,081,690   
     

 

 

 
        11,005,198   

Tobacco Products 1.1%

  

45,000

   Altria Group, Inc.      1,528,200   

10,800

   Philip Morris International, Inc.      964,440   
     

 

 

 
        2,492,640   

TOTAL DOMESTIC COMMON STOCK
(Cost $128,727,404)

     171,669,565   
     

 

 

 

FOREIGN COMMON STOCK 15.9%

  

Beverages 4.3%

  

25,000

   Diageo PLC, Sponsored ADR      2,730,500   

120,000

   Heineken Holding NV      5,552,928   

31,663

   Heineken NV      1,755,316   
     

 

 

 
        10,038,744   

Diversified Financial Services 0.0%(1)

  

10,500

   Guoco Group, Ltd.      83,935   

Food 1.3%

  

20,000

   Nestle SA      1,243,322   

53,000

   Unilever NV      1,848,574   
     

 

 

 
        3,091,896   

Holding Companies - Diversified 0.6%

  

152,000

   Hutchison Whampoa, Ltd.      1,329,715   

Iron/Steel 0.3%

  

9,000

   POSCO, ADR      733,500   

Oil & Gas 0.4%

  

18,000

   Total SA, Sponsored ADR      897,480   

Pharmaceuticals 1.0%

  

14,500

   Sanofi      1,186,387   

30,000

   Sanofi, ADR      1,228,500   
     

 

 

 
        2,414,887   

Real Estate 5.0%

  

44,000

   Brookfield Asset Management, Inc., Class A      1,516,287   

283,900

   Cheung Kong Holdings, Ltd.      3,861,739   

600,000

   Hang Lung Properties, Ltd.      2,050,039   

104,500

   Henderson Land Development Co., Ltd.      642,687   

1,780,206

   Midland Holdings, Ltd.      975,493   

650,000

   Wheelock & Co., Ltd.      2,476,486   
     

 

 

 
        11,522,731   

Real Estate Investment Trusts (REITs) 3.0%

  

906,666

   Ascendas Real Estate Investment Trust      1,716,592   

245,903

   Investa Office Fund      718,976   


Shares/

Principal

Amount

   Description    Value (Note 1)  

Real Estate Investment Trusts (REITs) (continued)

  

5,028,490

   Kiwi Income Property Trust      $4,423,678   
     

 

 

 
        6,859,246   

TOTAL FOREIGN COMMON STOCK
(Cost $28,146,327)

     36,972,134   
     

 

 

 

AUCTION PREFERRED SECURITIES 3.0%

  

228

   Advent Claymore Convertible Securities & Income Fund II, Series W7      4,920,086   

100

   Gabelli Dividend & Income Trust, Series B      2,032,645   
     

 

 

 

TOTAL AUCTION PREFERRED SECURITIES
(Cost $8,122,147)

     6,952,731   
     

 

 

 

LIMITED PARTNERSHIPS 3.4%

  

5

   Ithan Creek Partners, L.P.*(2)(3)      7,938,979   
     

 

 

 

TOTAL LIMITED PARTNERSHIPS
(Cost $5,000,000)

     7,938,979   
     

 

 

 

TOTAL LONG TERM INVESTMENTS
(Cost $169,995,878)

     223,533,409   
     

 

 

 

SHORT TERM INVESTMENTS 3.0%

  

MONEY MARKET FUNDS 3.0%

  

7,024,648

   Dreyfus Treasury & Agency Cash Management Money Market Fund, Institutional Class, 7-Day Yield - 0.010%      7,024,648   
     

 

 

 

TOTAL MONEY MARKET FUNDS
(Cost $7,024,648)

     7,024,648   
     

 

 

 

TOTAL SHORT TERM INVESTMENTS
(Cost $7,024,648)

     7,024,648   
     

 

 

 

TOTAL INVESTMENTS 99.3%
(Cost $177,020,526)

     230,558,057   

OTHER ASSETS AND LIABILITIES 0.7%

     1,648,293   
     

 

 

 

TOTAL NET ASSETS AVAILABLE TO COMMON AND PREFERRED STOCKHOLDERS 100.0%

     232,206,350   
     

 

 

 

TAXABLE AUCTION MARKET PREFERRED STOCK (AMPS)

REDEMPTION VALUE PLUS ACCRUED DIVIDENDS

     (25,028,003
     

 

 

 

TOTAL NET ASSETS AVAILABLE TO COMMON STOCKHOLDERS

     $207,178,347   
     

 

 

 

 

* 

Non-income producing security.

(1) 

Less than 0.05% of Total Net Assets Available to Common and Preferred Stockholders.


(2) 

Restricted Security; these securities may only be resold in transactions exempt from registration under the Securities Act of 1933.

(3) 

Fair valued security under procedures established by the Fund’s Board of Directors. Total value of fair valued securities as of August 31, 2012 was $7,938,979 or 3.4% of Total Net Assets Available to Common and Preferred Stockholders.

Percentages are stated as a percent of the Total Net Assets Available to Common and Preferred Stockholders.

Common Abbreviations:

ADR - American Depositary Receipt.

LLC - Limited Liability Company.

L.P. - Limited Partnership.

Ltd. - Limited.

NV - Naamloze Vennootchap is the Dutch term for a public limited liability corporation.

PLC - Public Limited Company.

SA - Generally designates corporations in various countries, mostly those employing the civil law. This translates literally in all languages mentioned as anonymous company.

 

Regional Breakdown as a % of Total Net Assets Available to Common and Preferred Stockholders  

United States

     83.4

Hong Kong

     4.9

Netherlands

     4.0

New Zealand

     1.9

France

     1.4

United Kingdom

     1.2

Singapore

     0.7

Canada

     0.7

Switzerland

     0.5

South Korea

     0.3

Australia

     0.3

Other Assets and Liabilities

     0.7

See Accompanying Notes to Quarterly Portfolio of Investments.


Boulder Growth & Income Fund, Inc.

Notes to Quarterly Portfolio of Investments

August 31, 2012 (Unaudited)

Note 1. Valuation and Investment Practices

Portfolio Valuation: Equity securities for which market quotations are readily available (including securities listed on national securities exchanges and those traded over-the-counter) are valued based on the closing price from the applicable exchange. If such equity securities were not traded on the valuation date, but market quotations are readily available, they are valued at the mean between the closing bid and asked prices provided by an independent pricing service or by principal market makers. Equity securities traded on NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Debt securities are valued at the mean between the closing bid and asked prices, or based on a matrix system which utilizes information (such as credit ratings, yields and maturities) from independent sources. Where market quotations are not readily available or where the pricing agent or market maker does not provide a valuation or methodology, or provides a valuation or methodology that, in the judgment of the advisers, does not represent fair value (“Fair Value Securities”), securities are valued at fair value by a Pricing Committee appointed by the Board of Directors, in consultation with the advisers. Short-term debt securities with less than 60 days until maturity may be valued at cost which, when combined with interest earned, approximates market value.

Boulder Growth & Income Fund, Inc.’s (the “Fund”) investment in an unregistered pooled investment vehicle (“Hedge Fund”) is valued, as a practical expedient, at the most recent estimated net asset value periodically determined by the Hedge Fund manager according to the manager’s policies and procedures based on valuation information reasonably available to the Hedge Fund manager at that time (adjusted for estimated expenses and fees accrued to the Fund since the last valuation date); provided, however, that the Pricing Committee may consider whether it is appropriate, in light of relevant circumstances, to adjust such valuation in accordance with the Fund’s valuation procedures. If the Hedge Fund does not report a value to the Fund on a timely basis, the fair value of the Hedge Fund shall be based on the most recent value reported by the Hedge Fund, as well as any other relevant information available at the time the Fund values its portfolio. As a practical matter, Hedge Fund valuations generally can be obtained from the Hedge Fund manager on a weekly basis, as of close of business Thursday, but the frequency and timing of receiving valuations for the Hedge Fund investment is subject to change at any time, without notice to investors, at the discretion of the Hedge Fund manager or the Fund.

For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the New York Stock Exchange (“NYSE”) will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, such as when a particular foreign market is closed but the U.S. market is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. If the Fund uses adjusted prices, the Fund will periodically compare closing prices, the next day’s opening prices in the same markets and those adjusted prices as a means of evaluating its security valuation process.

Various inputs are used to determine the value of the Fund’s investments. Observable inputs are inputs that reflect the assumptions market participants would use based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions based on the best information available in the circumstances.

These inputs are summarized in the three broad levels listed below.

 

   

Level 1—Unadjusted quoted prices in active markets for identical investments

 

   

Level 2—Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)


   

Level 3—Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of August 31, 2012 in valuing the Fund’s investments carried at value:

 

Investments in

Securities at Value*

  

Level 1 -

Quoted Prices

    

Level 2 -

Significant
Observable
Inputs

    

Level 3 -

Significant

Unobservable

Inputs

     Total  

Domestic Common Stocks

     $171,669,565         $–         $–         $171,669,565   

Foreign Common Stocks

     36,972,134                         36,972,134   

Auction Preferred Securities

             6,952,731                 6,952,731   

Limited Partnerships

                     7,938,979         7,938,979   

Short Term Investments

     7,024,648                         7,024,648   

 

 

TOTAL

     $215,666,347         $6,952,731         $7,938,979         $230,558,057   

 

 

 

* For detailed descriptions, see the accompanying Portfolio of Investments.

During the nine months ended August 31, 2012, there were no significant transfers between Level 1 and 2 securities. The Fund evaluates transfers into or out of Level 1, Level 2 and Level 3 as of the end of the reporting period.

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

Investments in

Securities at Value*

  

Balance as

of

11/30/2011

    

Realized

gain/(loss)

    

 

Change in

unrealized

appreciation/

(depreciation)

    

Net

purchases/

(sales)

    

Transfer in

and/or (out)

of Level 3

    

Balance as

of 8/31/2012

 

Limited Partnerships

     $7,010,721         $–         $928,258         $–         $–         $7,938,979   

TOTAL

     $7,010,721         $–         $928,258         $–         $–         $7,938,979   

 

 

 

* For detailed descriptions, see the accompanying Portfolio of Investments.

Recent Accounting Pronouncements: In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-03 “Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements.” The ASU 2011-03 is intended to improve financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem the financial assets before their maturity. The ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Fund’s financial statements.

In May 2011, the FASB issued ASU No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements” in U.S. GAAP and International Financial Reporting Standards (“IFRSs”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Fund’s financial statements.

Securities Transactions and Investment Income: Securities transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded as of the ex-dividend date or for certain foreign securities when the information becomes


available to the Fund. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis using the interest method.

Dividend income from investments in real estate investment trusts (“REITs”) is recorded at management’s estimate of income included in distributions received. Distributions received in excess of this amount are recorded as a reduction of the cost of investments. The actual amount of income and return of capital are determined by each REIT only after its fiscal year-end, and may differ from the estimated amounts. Such differences, if any, are recorded in the Fund’s following year.

Foreign Currency Translations: The Fund may invest a portion of its assets in foreign securities. In the event that the Fund executes a foreign security transaction, the Fund will generally enter into a forward foreign currency contract to settle the foreign security transaction. Foreign securities may carry more risk than U.S. securities, such as political, market and currency risks. See Foreign Issuer Risk below.

The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate prevailing at the end of the period, and purchases and sales of investment securities, income and expenses transacted in foreign currencies are translated at the exchange rate on the dates of such transactions. Foreign currency gains and losses result from fluctuations in exchange rates between trade date and settlement date on securities transactions, foreign currency transactions, and the difference between the amounts of foreign interest and dividends recorded on the books of the Fund and the amounts actually received.

The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.

Foreign Issuer Risk: Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the advisers may not be able to sell the Fund’s portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Fund’s investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Fund’s return.

Concentration Risk: The Fund operates as a “non-diversified” investment company, as defined in the 1940 Act. As a result of being “non-diversified”, with respect to 50% of the Fund’s portfolio, the Fund must limit the portion of its assets invested in the securities of a single issuer to 5%, measured at the time of purchase. In addition, no single investment can exceed 25% of the Fund’s total assets at the time of purchase. The Fund may hold a substantial position (up to 25% of its assets, measured at the time of purchase) in the common stock of a single issuer.

As of August 31, 2012, the Fund held more than 25% of its assets in Berkshire Hathaway, Inc., as a direct result of the market appreciation of the issuer since the time of purchase. Thus, the volatility of the Fund’s net asset value and its performance in general, depends disproportionately more on the performance of its larger positions than that of a more diversified fund. As a result, the Fund may be subject to a greater risk of loss than a fund that diversifies its investments more broadly.

Effective July 30, 2010, the Fund implemented a Board initiated and approved fundamental investment policy, which prohibits the Fund from investing more than 4% of its total assets (including leverage) in any single issuer at the time of purchase. The Fund’s holdings as of July 30, 2010 were grandfathered into the policy and so any positions already greater than 4% of total assets are exempt from this limitation.

Hedge Fund Risk: The Fund invests a portion of its assets in a Hedge Fund. The Fund’s investment in a Hedge Fund is a private entity that is not registered under the 1940 Act and has limited regulatory oversight and disclosure obligations. In addition, the Hedge Fund invests in and actively trades securities and other financial instruments using different strategies and investment techniques, which involve significant risks. These strategies and techniques may include, among others, leverage, employing various types of derivatives, short selling, securities lending, and commodities’ trading. Hedge Funds may invest a high


percentage of their assets in specific sectors of the market in order to achieve a potentially greater investment return. As a result, the Hedge Fund may be more susceptible to economic, political, and regulatory developments in a particular sector of the market, positive or negative, and may experience increased volatility. These and other risks associated with Hedge Funds may cause the Fund’s net asset value to be more volatile and more susceptible to the risk of loss than that of other funds.

Use of Estimates: The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

Note 2. Unrealized Appreciation/ (Depreciation)

On August 31, 2012, based on cost of $179,051,873 for federal income tax purposes, aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $54,992,511 and aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $3,486,327, resulting in net unrealized appreciation of $51,506,184.

Note 3. Restricted Securities

As of August 31, 2012, investments in securities included issues that are considered restricted. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board of Directors as reflecting fair value.

Restricted securities as of August 31, 2012 are as follows:

Issuer Description    Acquisition Date    Cost   

Market Value

August 31, 2012

  

Market Value as

Percentage of Net

Assets Available to

Common Stock and

Preferred Shares

August 31, 2012

Ithan Creek Partners, L.P.    6/2/2008    $5,000,000    $7,938,979    3.4%

Note 4. Investments in Limited Partnerships

As of August 31, 2012, the Fund had an investment in a Hedge Fund that is organized as a limited partnership. The Fund’s investment in the Hedge Fund is reported on the Portfolio of Investments under the section titled Limited Partnerships.

Since the investment in the limited partnership is not publicly traded, the Fund’s ability to make withdrawals from its investment is subject to certain restrictions. These restrictions include notice requirements for withdrawals and additional restrictions or charges for withdrawals within a certain time period following initial investment. In addition, there could be circumstances in which such restrictions can include the suspension or delay in withdrawals from the limited partnership, or limited withdrawals allowable only during specified times during the year. In certain circumstances a limited partner may not make withdrawals that occur within certain periods following the date of admission to the partnership. As of August 31, 2012, the Fund did not have any investments in limited partnerships in which a suspension of withdrawals was in effect.

The following table summarizes the Fund’s investment in the limited partnership as of August 31, 2012.


Description    % of Net
Assets as
of 8/31/12
  

Value as of

8/31/12

  

Net

Unrealized

Gain/(Loss) as

of 8/31/12

   Mgmt fees   

Incentive

fees

  

Redemption

Period/

Frequency

Ithan Creek Partners, L.P.

   3.4%    $7,938,979    $2,938,979    Annual rate of 1% of net assets    20% of net profits at the end of the measurement period    June 30 upon 60 days’ notice

The Fund did not have any outstanding unfunded commitments as of August 31, 2012.


Item 2 - Controls and Procedures.

 

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) were effective as of a date within 90 days of the filing date of this report (the “Evaluation Date”), based on their evaluation of the effectiveness of the Registrant’s disclosure controls and procedures as of the Evaluation Date.

 

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3 – Exhibits.

 

(a) Certification of Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Registrant

      Boulder Growth & Income Fund, Inc.            

 

 

By:  

  /s/ Stephen C. Miller

    Stephen C. Miller, President
    (Principal Executive Officer)
Date:     October 30, 2012

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/ Stephen C. Miller

    Stephen C. Miller, President
    (Principal Executive Officer)
Date:     October 30, 2012

 

By:  

  /s/ Nicole L. Murphey

 

  Nicole L. Murphey, Chief Financial Officer,

  Chief Accounting Officer, Vice President,

  Treasurer, Asst. Secretary

    (Principal Financial Officer)
Date:     October 30, 2012