0000950123-11-052597.txt : 20110520 0000950123-11-052597.hdr.sgml : 20110520 20110520171751 ACCESSION NUMBER: 0000950123-11-052597 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110331 FILED AS OF DATE: 20110520 DATE AS OF CHANGE: 20110520 EFFECTIVENESS DATE: 20110520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: O'Connor Fund of Funds: Long/Short Credit Strategies LLC CENTRAL INDEX KEY: 0001174281 IRS NUMBER: 030454045 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-21117 FILM NUMBER: 11862512 BUSINESS ADDRESS: STREET 1: C/O UBS ALT. AND QUANT. INVESTMENTS LLC STREET 2: 677 WASHINGTON BOULEVARD CITY: STAMFORD STATE: DE ZIP: 06901 BUSINESS PHONE: (203) 719-1850 MAIL ADDRESS: STREET 1: C/O UBS ALT. AND QUANT. INVESTMENTS LLC STREET 2: 677 WASHINGTON BOULEVARD CITY: STAMFORD STATE: DE ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: UBS CREDIT RECOVERY FUND LLC DATE OF NAME CHANGE: 20070223 FORMER COMPANY: FORMER CONFORMED NAME: UBS CREDIT & RECOVERY FUND LLC DATE OF NAME CHANGE: 20061201 FORMER COMPANY: FORMER CONFORMED NAME: UBS PW CREDIT & RECOVERY FUND LLC DATE OF NAME CHANGE: 20020524 N-Q 1 w82854nvq.txt FORM N-Q 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 811-21117 --------- O'Connor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.) -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 299 Park Avenue, 29th Floor New York, NY 10171 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) James M. Hnilo, Esq. UBS Alternative and Quantitative Investments LLC One North Wacker Drive, 32nd Floor Chicago, Illinois 60606 -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (312) 525-5000 -------------- Date of fiscal year end: December 31 ----------- Date of reporting period: March 31, 2011 -------------- Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (Sections 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. Section 3507. ITEM 1. SCHEDULE OF INVESTMENTS. The Schedule(s) of Investments is attached herewith. O'CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC (FORMERLY UBS CREDIT RECOVERY FUND, L.L.C.) SCHEDULE OF PORTFOLIO INVESTMENTS (UNAUDITED) March 31, 2011
REALIZED AND DOLLAR AMOUNT UNREALIZED OF FAIR VALUE % OF GAIN/(LOSS) INITIAL FIRST FOR FIRST MEMBERS' FROM ACQUISITION AVAILABLE AVAILABLE Investment Fund COST FAIR VALUE CAPITAL INVESTMENTS DATE LIQUIDITY (a) REDEMPTION (b) REDEMPTION (b) ---------------------- ------------- ------------- -------- ------------ ----------- --------------- -------------- -------------- CONVERTIBLE ARBITRAGE Waterstone Market Neutral Fund, L.P. (c) $ 18,000,000 $ 19,390,514 5.09 $ 732,393 7/1/2010 Quarterly ------------- ------------- -------- ------------ CONVERTIBLE ARBITRAGE SUBTOTAL $ 18,000,000 $ 19,390,514 5.09% $ 732,393 DIRECT LOANS/ STRUCTURED FINANCE European Special Opportunities Fund II, Ltd., Class B (d) 12,509,535 13,853,026 3.64 700,502 2/1/2008 N/A Indus Structured Finance Fund, L.P., Class A (e) 10,006,738 5,614,141 1.47 (80,263) 5/1/2007 N/A 6/30/2012 5,614,141 Marathon Distressed Subprime Fund, L.P. (c) 7,595,421 11,071,849 2.91 1,699,918 9/1/2007 Every 18 months Marathon Structured Finance Fund, L.P. (f) 2,250,441 1,704,277 0.45 35,571 11/1/2004 N/A Marathon Structured Finance Fund, L.P. (d) 2,945,527 3,334,390 0.87 79,873 11/1/2004 N/A One William Street Capital Partners, L.P. (c) 14,176,025 17,669,962 4.64 610,836 12/1/2009 Quarterly Styx Partners, L.P. (d) 17,478,717 19,293,526 5.07 214,266 8/1/2002 N/A ------------- ------------- -------- ------------ DIRECT LOANS/ STRUCTURED FINANCE SUBTOTAL $ 66,962,404 $ 72,541,171 19.05% $ 3,260,703 DISTRESSED/CREDIT Cyan Warwick European Distressed & Special Situations Credit Fund LP 7,900,000 7,918,886 2.08 26,764 8/1/2010 Quarterly 9/30/2012 7,918,886 Marathon Special Opportunity Fund, L.P. 9,696,159 14,116,934 3.71 523,205 10/1/2002 Every 24 months Marathon Special Opportunity Fund, L.P. (f) 4,288,201 4,667,589 1.23 28,008 10/1/2002 N/A Marathon Special Opportunity Fund, L.P. (c),(d),(g) 175,017 290,264 0.08 75,331 10/1/2002 N/A Monarch Debt Recovery Fund, L.P. (c) 6,750,000 20,342,814 5.34 1,130,000 10/1/2002 Annually Normandy Hill Fund, L.P. (c) 15,000,000 14,744,659 3.87 83,510 4/1/2010 Quarterly ------------- ------------- -------- ------------ DISTRESSED/CREDIT SUBTOTAL $ 43,809,377 $ 62,081,146 16.31% $ 1,866,818 DIVERSIFIED CREDIT Ahab Partners, L.P. (d) 8,715,150 9,465,211 2.49 212,409 8/1/2002 N/A Brevan Howard Credit Catalysts Fund, L.P. (c) 22,000,000 24,920,543 6.55 970,560 6/1/2010 Monthly Brigade Leveraged Capital Structures Fund, L.P. (c) 21,826,694 28,114,221 7.38 974,906 2/1/2008 Quarterly Camulos Partners, L.P. (d) 2,976,627 648,498 0.17 (12,689) 2/1/2006 N/A Canyon Value Realization Fund, L.P. (c),(f),(g) 2,084,882 2,817,374 0.74 12,511 8/1/2002 N/A Chatham Asset Partners High Yield Fund, L.P. (c) 12,000,000 12,310,601 3.23 310,601 1/1/2011 Quarterly Claren Road Credit Partners, L.P., L Interest payable (f) 4,070,202 8,102,072 2.13 3,445,162 10/1/2006 N/A Cyrus Opportunities Fund II, L.P. (f) 456,428 815,302 0.21 62,139 8/1/2002 N/A Cyrus Opportunities Fund II, L.P. (d) 808,225 894,041 0.24 124,569 8/1/2002 N/A GCA Credit Opportunity Fund, L.L.C. (c) 20,000,000 20,070,360 5.27 70,360 2/1/2011 Quarterly Gracie Credit Opportunities Fund, L.L.C. (c) 25,000,000 26,655,454 7.00 435,222 11/1/2009 Quarterly Harbinger Capital Partners Fund I, L.P., Class L (f) 118,968 511,650 0.13 4,548 8/1/2006 N/A Harbinger Capital Partners Special Situations Fund, L.P. (d) 2,727,293 5,334,887 1.40 (313,084) 8/1/2006 N/A Harbinger Capital Partners Special Situations Fund, L.P. (f) 1,328,967 1,045,354 0.27 (3,906) 8/1/2006 N/A Harbinger Class PE Holdings (US) Trust (f) 4,947,928 3,225,270 0.85 (420,810) 8/1/2002 N/A Knighthead Domestic Fund, L.P. 11,270,919 20,006,454 5.26 939,882 6/1/2008 Every 24 months Redwood Domestic Fund, L.P. 10,000,000 17,392,340 4.57 992,070 10/1/2008 Every 24 months Whitebox Hedged High Yield Fund, L.P. (d) 571,168 882,947 0.23 (9,077) 2/1/2004 N/A Whitebox Hedged High Yield, Ltd. (d) 2,493,804 2,441,727 0.64 (24,894) 9/1/2005 N/A ------------- ------------- -------- ------------ DIVERSIFIED CREDIT SUBTOTAL $ 153,397,255 $ 185,654,306 48.76% $ 7,770,479
O'CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC (FORMERLY UBS CREDIT RECOVERY FUND, L.L.C.) SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED) (UNAUDITED) March 31, 2011
REALIZED AND % OF UNREALIZED UNREALIZED MEMBERS' GAIN/(LOSS) FROM EURO FX CONTRACTS COST GAIN/(LOSS CAPITAL INVESTMENTS ------------------------------------------- ---- ---------- -------- ---------------- Euro Foreign Currency Forward Contract (h) $ -- $ (10,819) --% $ (780,640)
REALIZED AND % OF UNREALIZED MEMBERS' GAIN/(LOSS) FROM INVESTMENT FUND COST FAIR VALUE CAPITAL INVESTMENTS --------------------------- ------------- ------------- -------- ---------------- Other Securities(i) 34,452 35,955 0.01 0 Redeemed Investment Funds -- -- -- (1,527,806) ------------- ------------- -------- ---------------- TOTAL $ 282,203,488 $ 339,692,273 89.22% $ 11,321,947 ============= ============= ======== ================
(a) Available frequency of redemptions after the initial lock-up period, if any. Different tranches may have varying liquidity terms. (b) Investment Funds with no dates or amounts can be redeemed in full. (c) Investment Funds categorized as Level 2 investments. (d) The Investment Fund is in liquidation. In addition to any redemption proceeds that may have already been received, the Fund will continue to receive proceeds periodically as the Investment Fund liquidates its underlying investments. (e) The Investment Fund is a private equity position that is expected to be fully distributed to its investors over the next 48 months. (f) A portion or all of the Fund's interests in the Investment Fund are held in side pockets which have restricted liquidity. (g) The Investment Fund is expected to be fully liquidated within twelve months. (h) The current fair value of the Euro foreign currency forward sale contract open with Morgan Stanley & Co. Incorporated is $(13,907,219) and the value on settlement date of June 30, 2011 is $(13,896,400). (i) Securities received from in-kind distributions from Investment Funds which have been held for less than one year. Complete information about the Investment Funds' underlying investments is not readily available. The following is a summary of the inputs used in valuing the Fund's investments at fair value. The inputs or methodology used for valuing the Fund's investments are not necessarily an indication of the risk associated with investing in those investments. The Fund's valuation procedures require evaluation of all relevant factors available at the time the Fund values its portfolio. These relevant factors include the individual Investment Funds' compliance with fair value measurements, price transparency and valuation procedures in place, and subscription and redemption activity. The Fund's investments are categorized in three levels as disclosed below. Level 1 discloses the amount of investments where the values of those investments are based upon quoted prices in active markets for identical securities. Level 2 discloses the amount of investments where the Fund has the ability to redeem at net asset value as of the March 31, 2011 measurement date, or within one year of the measurement date. Level 3 discloses the amount of investments where the Fund does not have the ability to redeem at net asset value within one year of the March 31, 2011 measurement date. There were no transfers between Level 1 and Level 2 at March 31, 2011. O'CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC (FORMERLY UBS CREDIT RECOVERY FUND, L.L.C.) SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED) (UNAUDITED) MARCH 31, 2011 ASSETS TABLE
TOTAL FAIR VALUE AT DESCRIPTION MARCH 31, 2011 LEVEL 1 LEVEL 2 LEVEL 3 --------------------------------- ---------------- -------- ------------- ------------- Convertible Arbitrage $ 19,390,514 $ -- $ 19,390,514 $ -- Direct Loans/Structured Finance 72,541,171 -- 28,741,811 43,799,360 Distressed/Credit 62,081,146 -- 35,377,737 26,703,409 Diversified Credit 185,654,306 -- 114,888,553 70,765,753 Other Securities 35,955 35,955 -- -- ---------------- -------- ------------- ------------- TOTAL ASSETS $ 339,703,092 $ 35,955 $ 198,398,615 $ 141,268,522 ---------------- -------- ------------- -------------
LIABILITIES TABLE
TOTAL FAIR VALUE AT DESCRIPTION MARCH 31, 2011 LEVEL 1 LEVEL 2 LEVEL 3 --------------------------------- ---------------- -------- ------------- ------------- Euro FX Contracts $ (10,819) $ -- $ (10,819) $ -- ---------------- -------- ------------- ------------- TOTAL LIABILITIES $ (10,819) $ -- $ (10,819) $ -- ---------------- -------- ------------- -------------
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
CHANGE IN NET TRANSFERS UNREALIZED IN BALANCE AS OF REALIZED GAIN / APPRECIATION/ AND/OR (OUT) OF BALANCE AS OF DESCRIPTION DECEMBER 31, 2010 (LOSS) DEPRECIATION PURCHASES SALES LEVEL 3 MARCH 31, 2011 ------------------ ----------------- --------------- ------------- ----------- ------------ --------------- -------------- Direct Loans / $ 49,121,650 $ 533,911 $ 416,038 $ -- $ (6,272,239) $ -- $ 43,799,360 Structured Finance Distressed Credit 12,531,703 -- 54,772 -- -- 14,116,934 26,703,409 Diversified Credit 52,318,990 (2,322,176) 3,637,842 1,633,416 $ (4,508,773) 20,006,454 70,765,753 ----------------- --------------- ------------- ----------- ------------ --------------- -------------- Total $ 113,972,343 $ (1,788,265) $ 4,108,652 $ 1,633,416 $(10,781,012) $ 34,123,388 $ 141,268,522 ----------------- --------------- ------------- ----------- ------------ --------------- --------------
Net change in unrealized appreciation/depreciation on Level 3 assets still held as of March 31, 2011 is $8,312,511. The transfers into Level 3 investments in the amount of $34,123,388 are due to the liquidity of the underlying Investment Funds in relation to the change in the measurement date from December 31, 2010 to March 31, 2011. O'CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC (FORMERLY UBS CREDIT RECOVERY FUND, L.L.C.) SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED) (UNAUDITED) MARCH 31, 2011 PORTFOLIO VALUATION The Investment Fund in the convertible arbitrage category may simultaneously purchase or sell convertible securities and either buy or short sale the same issuer's common stock while maintaining a market neutral position. The Investment Fund within this strategy is generally subject to a 45 day redemption notice period and can be redeemed with no restrictions as of the measurement date. The Investment Funds in the direct loans/structured finance strategy invest primarily in asset-based lending, real estate-structured finance transactions, distressed securities, subprime residential mortgage market and special situation investments. Investment Funds within this strategy are generally subject to 90 - 180 day redemption notice periods. Investment Funds representing approximately 60 percent of the fair value of the investments in this strategy are side pockets, liquidating trusts or private equity positions where the liquidation of assets is expected over the next 12 - 48 months. The remaining approximately 40 percent of the Investment Funds have either initial redemption dates commencing in the future (8 percent) or are available to be redeemed with no restrictions (32 percent), as of the measurement date. The Investment Funds in the distressed/credit strategy invest primarily in securities of companies and government entities that are either in distress, already in default or under bankruptcy protection. Investment Funds within this strategy are generally subject to 90 - 180 day redemption notice periods. Investment Funds representing approximately 8 percent of fair value of the investments in this strategy are side pockets or liquidating trusts where the liquidation of assets is expected over the next 36 months. The remaining approximately 92 percent of the Investment Funds have either initial redemption dates commencing in the future (13 percent) or are available to be redeemed with no restrictions (79 percent), subject to the Investment Funds' liquidity terms, as of the measurement date. One Investment Fund, with a fair value of $14,116,934, transferred from Level 2 to Level 3 at the measurement date. The Investment Funds in the diversified credit strategy invest primarily in long and short credit, event-driven and capital structure arbitrage strategies in the high-yield distressed and high grade corporate debt instruments and their derivatives. Investment Funds within this strategy are generally subject to 30 - 180 day redemption notice periods. Investment Funds representing approximately 19 percent of fair value of the investments in this strategy are side pockets or liquidating trusts where the liquidation of assets is expected over the next 48 months. The remaining approximately 81 percent of the Investment Funds are available to be redeemed with no restrictions, subject to the Investment Funds' liquidity terms, as of the measurement date. One Investment Fund, with a fair value of $20,006,454, transferred from Level 2 to Level 3 at the measurement date. O'CONNOR FUND OF FUNDS: LONG/SHORT CREDIT STRATEGIES LLC (FORMERLY UBS CREDIT RECOVERY FUND, L.L.C.) SCHEDULE OF PORTFOLIO INVESTMENTS (CONTINUED) (UNAUDITED) MARCH 31, 2011 Investment Funds with no current redemption restrictions may be subject to future gates, lock-up provisions or other restrictions, in accordance with their offering documents. The Fund had no unfunded capital commitments as of March 31, 2011. The Fund recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no such transfers for the period ended March 31, 2011. Please refer to the December 31, 2010 financial statements for full disclosure on the Fund's portfolio valuation methodology. 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") (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 registrant's 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 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 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) O'Connor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.) By (Signature and Title)* /s/ William Ferri --------------------------------------------------- William Ferri, Principal Executive Officer Date May 20, 2011 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/ William Ferri --------------------------------------------------- William Ferri, Principal Executive Officer Date May 20, 2011 By (Signature and Title)* /s/ Robert Aufenanger --------------------------------------------------- Robert Aufenanger, Principal Financial Officer Date May 20, 2011 * Print the name and title of each signing officer under his or her signature.
EX-99.CERT 2 w82854exv99wcert.txt EX-99.CERT EXHIBIT 99.CERT CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, William Ferri, certify that: 1. I have reviewed this report on Form N-Q of O'Connor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.); 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; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 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 registrant's most recent fiscal quarter 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. Date: May 20, 2011 /s/ William Ferri ------------------------------------------ William Ferri, Principal Executive Officer EXHIBIT 99.CERT CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, Robert Aufenanger, certify that: 1. I have reviewed this report on Form N-Q of O'Connor Fund of Funds: Long/Short Credit Strategies LLC (formerly, UBS Credit Recovery Fund, L.L.C.); 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; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 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 registrant's most recent fiscal quarter 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. Date: May 20, 2011 /s/ Robert Aufenanger ---------------------------------------------- Robert Aufenanger, Principal Financial Officer