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Destra Multi-Alternative Fund Interim / Quarterly Report 2015

Jan 29, 2015

34347_rns_2015-01-29_7c508aee-70d9-4153-8503-6f0f4722fbbd.zip

Interim / Quarterly Report

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N-Q 1 msnq.htm N-Q GemCom, LLC

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 811-22572

Multi-Strategy Growth & Income Fund

(Exact name of registrant as specified in charter)

80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Address of principal executive offices) (Zip code)

James Ash

Gemini Fund Services, LLC, 80 Arkay Drive Suite 110, Hauppauge, NY 11788

(Name and address of agent for service)

Registrant's telephone number, including area code: 631-470-2619

Date of fiscal year end: 2/28

Date of reporting period : 11/30/14

Item 1. Schedule of Investments.

Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited)
November 30, 2014
Shares Security Value
COMMON STOCK - 13.62 %
BANKS - 0.66 %
11,000 Bank of Hawaii Corp. ^ $ 633,930
8,500 Bank of Montreal ^ 626,365
1,260,295
CHEMICALS - 0.36 %
2,000 Potash Corp. of Saskatchewan, Inc. ^ 695,200
ELECTRIC - 0.37 %
20,000 PPL Corp. ^ 710,600
FOOD - 0.82 %
17,000 Kraft Foods Group, Inc. ^ 1,022,890
13,000 Unilever PLC - ADR 547,820
1,570,710
GAS - 0.99 %
15,000 AGL Resources, Inc. ^ 784,650
32,000 NGL Energy Partners LP ^ 1,116,800
1,901,450
HOUSEWARES - 0.26 %
7,500 Tupperware Brands Corp. 504,375
INVESTMENT FIRMS - 0.19 %
22,620 Ares Capital Corp. 372,099
OIL & GAS - 1.30 %
55,000 Crestwood Equity Partners LP ^ 495,000
40,000 CVR Refining LP ^ 891,600
10,000 Diamond Offshore Drilling, Inc. ^ 293,700
18,000 Summit Midstream Partners LP ^ 817,200
2,497,500
OIL & GAS SERVICES - 0.19 %
19,000 World Point Terminals LP 360,430
PHARMACEUTICALS - 1.07 %
21,000 GlaxoSmithKline PLC - ADR 975,450
2,200 Merck & Co., Inc. ^ 132,880
30,000 Pfizer, Inc. ^ 934,500
2,042,830
PIPELINES - 4.20 %
45,000 Crestwood Midstream Partners LP ^ 903,600
26,500 Enable Midstream Partners LP ^ 533,180
30,000 Enbridge Energy Partners LP ^ 1,125,000
16,000 Energy Transfer Partners LP ^ 1,042,720
26,000 Holly Energy Partners LP ^ 874,900
189 Kinder Morgan, Inc. ^ 7,816
96,570 Niska Gas Storage Partners LLC 449,050
17,000 Plains All American Pipeline LP ^ 874,650
7,000 Spectra Energy Partners LP 377,790
21,000 TransMontaigne Partners LP 775,110
21,000 Williams Partners LP 1,086,540
8,050,356
RETAIL - 0.26 %
35,000 Staples, Inc. ^ 492,100
SOFTWARE - 0.37 %
23,000 CA, Inc. ^ 716,450
TELECOMMUNICATIONS - 0.94 %
25,000 AT&T, Inc. ^ 884,500
18,000 Verizon Communications, Inc. ^ 910,620
1,795,120
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
Shares Security Value
TOYS/GAMES - 0.41 %
25,000 Mattel, Inc. ^ $ 788,750
TRANSPORTATION - 1.23 %
20,000 Martin Midstream Partners LP ^ 700,600
28,000 Golar LNG Partners LP ^ 921,200
20,500 Teekay LNG Partners LP ^ 738,410
2,360,210
TOTAL COMMON STOCK 26,118,475
(Cost - $26,837,184)
EXCHANGE TRADED FUND - 0.82 %
DEBT FUND - 0.39 %
15,000 ProShares UltraShort 20+ Year Treasury * 747,000
EQUITY FUND - 0.43 %
37,500 ProShares UltraShort S&P 500 * 827,250
TOTAL EXCHANGED TRADED FUND
(Cost - $ 1,755,703) 1,574,250
REAL ESTATE INVESTMENT TRUSTS - 43.89 %
LISTED REAL ESTATE INVESTMENT TRUSTS - 5.99 %
605,254 American Realty Capital Properties, Inc. 5,689,389
7,500 Corrections Corp. Of America 271,875
5,500 EPR Properties 307,945
16,000 Hospitality Properties Trust 489,600
22,000 Senior Housing Properties Trust 495,660
218,219 United Development Funding 4,229,083
TOTAL LISTED REAL ESTATE INVESTMENT TRUSTS 11,483,552
NON-LISTED REAL ESTATE INVESTMENT TRUSTS - 37.90 %
397,838 American Realty Capital Healthcare Trust II, Inc. # 9,686,341
707,027 American Realty Capital Retail Centers of America, Inc. # 7,212,227
432,432 American Realty Capital Trust Global, Inc. # 4,226,495
188,108 American Realty Capital Trust V, Inc. # 4,316,637
228,122 Carey Watermark Investors, Inc. # 2,110,130
584,288 Cottonwood Residential, Inc. # 7,525,633
738,378 CV Mission Critical REIT, Inc. # 7,383,263
198,378 Hines Global REIT, Inc. # 2,274,194
432,432 NorthStar Health Care, Inc. # 4,000,000
432,432 NorthStar Real Estate II # 4,000,000
764,346 NorthStar Real Estate Income Trust, Inc. # 8,681,969
593,514 Phillips Edison ARC Shopping Center REIT, Inc. # 6,560,633
388,931 Steadfast Income REIT, Inc. # 4,648,158
TOTAL NON-LISTED REAL ESTATE INVESTMENT TRUSTS 72,625,680
TOTAL REAL ESTATE INVESTMENT TRUSTS 84,109,232
(Cost - $76,165,835)
NON-LISTED BUSINESS DEVELOPMENT COMPANIES - 20.89 %
1,215,151 Business Development Corporation of America # 12,588,968
590,554 Cion Investment Corp. # 5,704,750
1,188,069 Corporate Capital Trust # 12,418,887
978,323 Sierra Income Corp. # 9,321,463
TOTAL NON-LISTED BUSINESS DEVELOPMENT COMPANIES 40,034,068
(Cost - $39,491,150)
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
Shares Security Value
PRIVATE INVESTMENTS FUNDS - 12.00 %
3 Aim Infrastucture MLP Fund II LP # $ 1,576,130
7,869 Clarion Lion Properties Fund # 8,876,620
2 Ovation Alternative Income Fund # 5,044,092
818,599 TriLinc Global Impact Fund Class I # 7,500,000
TOTAL PRIVATE INVESTMENTS FUNDS 22,996,842
(Cost - $22,912,500)
Interest Rate (%)
PREFERRED STOCK - 6.99 %
BANKS - 2.35 %
17,000 Cullen/Frost Bankers, Inc. 5.3750 412,250
39,000 Deutsche Bank Contingent Capital Trust V 8.0500 1,110,720
29,500 First Republic Bank 6.7000 789,715
46,000 JP Morgan Chase Capital XXIX 6.7000 1,189,560
38,543 SVB Capital II 7.0000 996,098
4,498,343
CLOSED-END FUNDS - 0.27 %
20,000 General American Investors Co., Inc. 5.9500 521,800
DIVERSIFIED FINANCIAL SERVICES - 1.05 %
42,000 Morgan Stanley Capital Trust VI 1,075,200
19,100 SLM Corp. 6.6000 935,900
6.9700 2,011,100
ELECTRIC - 0.58 %
7,335 Duquesne Light Co. 6.5000 374,085
30,000 SCE Trust I 5.6250 747,000
1,121,085
INSURANCE - 0.50 %
35,000 Partnerre, Ltd. 7.2500 950,250
OFFICE/BUSINESS EQUIPMENT - 0.03 %
2,000 Pitney Bowes, Inc. 6.7000 53,620
REITS - 2.21 %
30,231 Digital Realty Trust, Inc. 7.0000 783,587
35,000 Equity Commonwealth 7.2500 896,350
28,500 Health Care REIT, Inc. 6.5000 745,275
40,000 Public Storage 6.8750 1,056,400
29,000 Vornado Realty Trust 6.6250 745,010
4,226,622
TOTAL PREFERRED STOCK 13,382,820
(Cost - $12,998,404)
SHORT-TERM INVESTMENTS - 1.91 %
MONEY MARKET FUND - 1.91 %
3,655,510 AIM STIT-Government & Agency Portfolio, 0.00% + 3,655,510
TOTAL SHORT-TERM INVESTMENTS
(Cost - $3,655,510)
TOTAL INVESTMENTS - 100.12 %
(Cost - $183,816,286) (a) $ 191,871,197
CALL OPTIONS WRITTEN - (0.37) % (716,594)
OTHER ASSETS LESS LIABILITIES - 0.25 % 484,425
NET ASSETS - 100.00 % $ 191,639,028
* Non-income producing.
# Fair Value estimated using Fair Valuation Procedures adopted by the Board of Trustees. Total value of such securities is $135,655,590 or 70.79% of net assets.
+ Money market fund; interest rate reflects the seven-day effective yield on November 30, 2014.
^ Each stock position is subject to written call options.
ADR - American Depository Receipt
REIT - Real Estate Investment Trust
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
Value
(a) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes including call options written is $183,498,338 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:
Unrealized appreciation: $ 10,040,148
Unrealized depreciation: (1,667,289)
Net unrealized appreciation: $ 8,372,859
Contracts (1) Security
SCHEDULE OF CALL OPTIONS WRITTEN - (0.37) %
150 AGL Resources, Inc. 12,000
Expiration April 2015, Exercise Price $55.00
250 AT&T, Inc. 31,250
Expiration April 2015, Exercise Price $35.00
110 Bank of Hawaii Corp. 15,400
Expiration April 2015, Exercise Price $60.00
85 Bank of Montreal 12,750
Expiration March 2015, Exercise Price $75.00
150 CA, Inc. 375
Expiration January 2015, Exercise Price $35.00
550 Crestwood Equity Partners LP 30,250
Expiration April 2015, Exercise Price $10.00
450 Crestwood Midstream Partners LP 18,000
Expiration April 2015, Exercise Price $22.50
330 CVR Refining LP 825
Expiration December 2014, Exercise Price $27.50
100 Diamond Offshore Drilling, Inc. 1,000
Expiration March 2014, Exercise Price $43.50
265 Enable Midstream Partners, LP 2,650
Expiration January 2015, Exercise Price $25.00
300 Enbridge Energy Partners LP 36,000
Expiration January 2015, Exercise Price $37.50
160 Energy Transfer Equity LP 134,400
Expiration January 2015, Exercise Price $57.50
280 Golar LNG Partners LP 28,000
Expiration May 2015, Exercise Price $35.00
260 Holly Energy Partners LP 29,900
Expiration May 2015, Exercise Price $35.00
2 Kinder Morgan, Inc. 1,320
Expiration December 2014, Exercise Price $37.50
170 Kraft Foods Group, Inc. 54,060
Expiration March 2015, Exercise Price $57.50
200 Martin Midstream Partners LP 1,000
Expiration January 2015, Exercise Price $40.00
250 Mattel, Inc. 27,500
Expiration April 2015, Exercise Price $33.00
22 Merck & Co., Inc. 16,214
Expiration January 2015, Exercise Price $52.50
500 NGL Energy Part LP 67,200
Expiration April 2015, Exercise Price $35.00
300 Pfizer, Inc. 58,200
Expiration March 2015, Exercise Price $30.00
150 Plains All Amerrican Pipeline LP 2,250
Expiration February 2015, Exercise Price $60.00
200 Potash Corp. of Saskatchewan, Inc. 16,600
Expiration March 2015, Exercise Price $37.00
200 PPL Corp. 17,000
Expiration January 2015, Exercise Price $35.00
350 Staples, Inc. 49,000
Expiration March 2015, Exercise Price $13.00
180 Summit Midstream Partners LP 13,050
Expiration March 2015, Exercise Price $50.00
200 Teekay LNG Partners LP 8,000
Expiration May 2015, Exercise Price $42.50
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
Contracts (1) Security Value
SCHEDULE OF CALL OPTIONS WRITTEN (Continued) - (0.37) %
180 Verizon Communications, Inc. $ 32,400
Expiration April 2015, Exercise Price $50.00
TOTAL CALL OPTIONS WRITTEN 716,594
(Proceeds - $718,747)
(1) Each option contract allows the holder of the option to purchase 100 shares of the underlying stock.
Security Valuation – Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ, at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale, such securities shall be valued at the mean of the closing bid and asked prices on the day of valuation. Short-term investments that mature in 60 days or less may be valued at amortized cost, provided such valuations represent fair value.
Valuation of Fund of Funds - The Fund may invest in funds of open-end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value using the methods established by the board of directors of the Underlying Funds.
When price quotations for certain securities are not readily available, or if the available quotations are not believed to be reflective of market value by the Advisor, those securities will be valued at “fair value” as determined in good faith by the Fair Valuation Committee using procedures adopted by and under the supervision of the Fund’s Board of Trustees (the “Board”). There can be no assurance that the Fund could purchase or sell a portfolio security at the price used to calculate the Fund’s Net Asset Value (“NAV”).
Fair valuation procedures may be used to value a substantial portion of the assets of the Fund. The Fund may use the fair value of a security to calculate its NAV when, for example, (1) a portfolio security is not traded in a public market or the principal market in which the security trades is closed, (2) trading in a portfolio security is suspended and not resumed prior to the normal market close, (3) a portfolio security is not traded in significant volume for a substantial period, or (4) the Advisor determines that the quotation or price for a portfolio security provided by a broker-dealer or independent pricing service is inaccurate.
The “fair value” of securities may be difficult to determine and thus judgment plays a greater role in the valuation process. The fair valuation methodology may include or consider the following guidelines, as appropriate: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective security; (2) comparison to the values and current pricing of securities that have comparable characteristics; (3) knowledge of historical market information with respect to the security; (4) other factors relevant to the security which would include, but not be limited to, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality.
The values assigned to fair valued investments are based on available information and do not necessarily represent amounts that might ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Changes in the fair valuation of portfolio securities may be less frequent and of greater magnitude than changes in the price of portfolio securities valued at their last sale price, by an independent pricing service, or based on market quotations. Imprecision in estimating fair value can also impact the amount of unrealized appreciation or depreciation recorded for a particular portfolio security and differences in the assumptions used could result in a different determination of fair value, and those differences could be material.
The Fund invests in some securities which are not traded and the Board’s Valuation Committee has established a methodology for fair value of each type of security. Non-traded Real Estate Investment Trusts (“REITs”) that are in the public offering period (or start-up phase) are valued at cost according to management’s fair valuation methodology unless the REIT issues an updated valuation. The Fund generally purchases REITs at NAV or without a commission. However, start-up REITs amortize a significant portion of their start-up costs and therefore potentially carry additional risks that may impact valuation should the REIT be unable to raise sufficient capital and execute their business plan. As such, start-up REITs pose a greater risk than seasoned REITs because if they encounter going concern issues, they may see significant deviation in value from the fair value, cost basis approach as represented. Management is not aware of any information which would cause a change in cost basis valuation methodology currently being utilized for non-traded REITs in their offering period. Non-traded REITs that are in their offering period are generally categorized as Level 3 in the fair value hierarchy. Once a REIT closes to new investors, the Fund values the security based on the movement of an appropriate market index or a similar security that is publicly traded until the REIT issues an updated market valuation. Non-traded REITs that have closed to new investors are generally categorized in Level 2 of the fair value hierarchy, due to the significance of the effect of the application of the movement of the market index on the overall fair valuation of the REIT. Other non-traded private investments are monitored for any independent audits of the security or impairments reported on the potential value of the security. The Valuation Committee meets frequently to discuss the valuation methodology and will adjust the value of a security if there is a public update to such valuation.
The non-traded Business Development Corporations provide weekly and monthly fair value pricing which is used as an indicator of the valuation for the fund. If the value fluctuates, the Advisor will provide an updated price. If a significant event occurs that causes a large change in price, the Fair Valuation Committee will call a meeting to evaluate the fair value. Non-traded Business Development Corporations are categorized as Level 2 in the fair value hierarchy.
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
The Fund utilizes various methods to measure the fair value of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:
Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following tables summarize the inputs used as of November 30, 2014 for the Fund’s assets and liabilities measured at fair value:
Assets Level 1 Level 2 Level 3 Total
Common Stocks $ 26,118,475 $ - $ - $ 26,118,475
Real Estate Investment Trusts 11,483,552 40,201,479 32,424,201 84,109,232
Non-Traded Business Development Corporations - 34,329,318 5,704,750 40,034,068
Exchange Traded Fund 1,574,250 - - 1,574,250
Private Investment Funds - 7,500,000 15,496,842 22,996,842
Preferred Stock 13,382,820 - - 13,382,820
Short-Term Investment 3,655,510 - - 3,655,510
Total $ 56,214,607 $ 82,030,797 $ 53,625,793 $ 191,871,197
Liabilities Level 1 Level 2 Level 3 Total
Written Options $ 716,594 $ - $ - $ 716,594
Total $ 716,594 $ - $ - $ 716,594
There were no transfers between Level 1 and Level 2 during the period ended November 30, 2014. Transfers reflected in the table below represent transfers from Level 3 to Level 2 due to non-traded REITs that closed their offering period during the period ended November 30,2014 and are thereafter being valued based upon changes in the value of an appropriate market index.
It is the Fund’s policy to record transfers into or out of any Level at the end of the reporting period.
The following is a reconciliation of assets in which Level 3 inputs were used in determining value:
Real Estate Investment Trusts Private Investment Funds Non-Traded Business Develpoment Companies
Beginning Balance $ 21,455,874 $ 487,660 $ -
Total Realized Gain (loss) - - -
Change in Appreciation (Depreciation) 1,598,327 646,682 4,750
Cost of Purchases 17,300,000 14,362,500 5,700,000
Proceeds from Sales and Return of Capital - - -
Accrued Interest - - -
Net transfers in/out of Level 3 (7,930,000) - -
Ending Balance $ 32,424,201 $ 15,496,842 $ 5,704,750
Multi-Strategy Growth & Income Fund
PORTFOLIO OF INVESTMENTS (Unaudited) (Continued)
November 30, 2014
Exchange Traded Securities - Securities listed on an exchange are valued at the last reported sale price at the close of the regular trading session of the primary exchange on the business day the value is being determined, or in the case of securities listed on NASDAQ at the NASDAQ Official Closing Price (“NOCP”). In the absence of a sale such securities shall be valued at the mean between the current bid and ask prices on the day of valuation.
Option Transactions – The Fund is subject to equity price risk in the normal course of pursuing its investment objective and may purchase or sell options to help hedge against risk. When the Fund writes a call option, an amount equal to the premium received is included in the statement of assets and liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option. If an option expires on its stipulated expiration date or if the Fund enters into a closing purchase transaction, a gain or loss is realized. If a written call option is exercised, a gain or loss is realized for the sale of the underlying security and the proceeds from the sale are increased by the premium originally received. As writer of an option, the Fund has no control over whether the option will be exercised and, as a result, retains the market risk of an unfavorable change in the price of the security underlying the written option.
The Fund may purchase put and call options. Put options are purchased to hedge against a decline in the value of securities held in the Fund’s portfolio. If such a decline occurs, the put options will permit the Fund to sell the securities underlying such options at the exercise price, or to close out the options at a profit. The premium paid for a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise of the option, and, unless the price of the underlying security rises or declines sufficiently, the option may expire worthless to the Fund. In addition, in the event that the price of the security in connection with which an option was purchased moves in a direction favorable to the Fund, the benefits realized by the Fund as a result of such favorable movement will be reduced by the amount of the premium paid for the option and related transaction costs. Written and purchased options are non-income producing securities. With purchased options, there is minimal counterparty risk to the Fund since these options are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded options, guarantees against a possible default.

Item 2. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Certifications required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) (and Item 3 of Form N-Q) are filed herewith.

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) Multi-Strategy Growth & Income Fund

By (Signature and Title)

*/s/ Raymond J. Lucia, Jr.

Raymond J. Lucia, Jr., President

Date 1/29/15

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/ Raymond J. Lucia, Jr.

Raymond J. Lucia, Jr., President

Date 1/29/15

By (Signature and Title)

*/s/Stephanie Pimentel

Stephanie Pimentel Holly, Treasurer

Date 1/29/15