UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-05128
The Swiss Helvetia Fund, Inc.
(Exact name of registrant as specified in charter)
7 Bryant Park
New York, NY 10018
(Address of principal executive offices) (Zip code)
Carin F. Muhlbaum
Schroder Investment Management North America Inc.
7 Bryant Park
New York, NY 10018
(Name and Address of Agent for Service)
Registrant’s telephone number, including area code: 1-800-730-2932
Date of fiscal year end: December 31
Date of reporting period: January 1, 2017 to March 31, 2017
Item 1. Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (continued) |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (continued) |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (continued) |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (continued) |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (continued) |
| 1 | Non-income producing security. |
| 2 | Illiquid. There is not a public market for these securities in the United States or in any foreign jurisdiction, including Switzerland. Securities are priced at Fair Value in accordance with the Fund’s valuation policy and procedures. At the end of the period, the aggregate Fair Value of these securities amounted to $6,579,715 or 1.8% of the Fund’s net assets. Additional information on these securities is as follows: |
| Security |
Acquisition Date |
Cost | ||||||||
| Aravis Biotech II, Limited Partnership |
July 31, 2007 – September 13, 2016 | $2,688,778 | ||||||||
| EyeSense AG – Preferred Shares A |
July 22, 2010 – October 3, 2011 | 3,007,048 | ||||||||
| Ixodes AG – Preferred Shares B |
April 7, 2011 – June 1, 2012 | 2,252,142 | ||||||||
| NovImmune SA – Common Shares |
October 7, 2009 – December 11, 2009 | 1,551,109 | ||||||||
| NovImmune SA – Preferred Shares B |
October 7, 2009 – December 11, 2009 | 2,062,307 | ||||||||
| SelFrag AG – Class A – Preferred Shares |
December 15, 2011 – January 28, 2014 | 1,932,198 | ||||||||
| Spineart SA – Common Shares |
December 22, 2010 | 2,623,328 | ||||||||
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| $16,116,910 | ||||||||||
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| 3 | Affiliated Company. An affiliated company is a company in which the Fund has ownership of at least 5% of the company’s outstanding voting securities or an equivalent interest in the company. Details related to affiliated company holdings are as follows: |
| Name of Issuer |
Fair Value as of 12/31/16 |
Gross Additions |
Gross Reductions |
Realized Gain/(Loss) |
Change in Unrealized Gain/(Loss) |
Interest Income |
Fair Value as of 03/31/17 |
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| Aravis Biotech II, Limited |
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| Partnership |
$966,400 | $— | $— | $— | $57,798 | $— | $1,024,198 | |||||||||||||||||||||||||||||||||
| Ixodes AG – Preferred Shares B |
137,114 | — | — | — | 2,110 | — | 139,224 | |||||||||||||||||||||||||||||||||
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| $1,103,514 | $— | $— | $— | $59,908 | $— | $1,163,422 | ||||||||||||||||||||||||||||||||||
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*Cost for Federal income tax purposes is $212,202,033 and net unrealized appreciation (depreciation) consists of:
| Gross Unrealized Appreciation |
$143,165,239 | |||
| Gross Unrealized Depreciation |
(13,870,302) | |||
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| Net Unrealized Appreciation (Depreciation) |
$129,294,937 | |||
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See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
| Schedule of Investments by Industry (Unaudited) | March 31, 2017 | |
| (concluded) |
See Notes to Schedule of Investments.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited)
Note 1—Organization and Significant Accounting Policies
A. Organization
The Swiss Helvetia Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a non-diversified, closed-end management investment company. The Fund is organized as a corporation under the laws of the State of Delaware.
The investment objective of the Fund is to seek long-term growth of capital through investment in equity and equity-linked securities of Swiss companies. The Fund may also acquire and hold equity and equity-linked securities of non-Swiss companies in limited instances.
B. Securities Valuation
The Fund values its investments at fair value in accordance with accounting principles generally accepted in the United States (“GAAP”).
When valuing listed equity securities, the Fund uses the last sale price on the securities exchange or national securities market on which such securities primarily are traded (the “Primary Market”) prior to the calculation of the Fund’s net asset value (“NAV”). When valuing equity securities that are not listed (except privately-held companies and private equity limited partnerships) or that are listed but have not traded on a day on which the Fund calculates its NAV, the Fund uses the mean between the bid and asked prices for that day. If there are no asked quotations for such a security, the value of such security will be the most recent bid quotation on the Primary Market on that day. On any day when a security’s Primary Market is closed because of a local holiday or other scheduled closure, but the New York Stock Exchange is open, the Fund may use the prior day’s closing prices to value such security regardless of the length of the scheduled closing.
When valuing fixed-income securities, if any, the Fund uses the last bid price prior to the calculation of the Fund’s NAV. If there is no current bid price for a fixed-income security, the value of such security will be the mean between the last quoted bid and asked prices on that day. Overnight and certain other short-term fixed-income securities with maturities of less than 60 days will be valued by the amortized cost method, unless it is determined that the amortized cost method would not represent the fair value of such security.
It is the responsibility of the Fund’s Board of Directors (the “Board”) to establish procedures to provide for the valuation of the Fund’s portfolio holdings. When valuing securities for which market quotations are not readily available, or for which the market quotations that are available are considered unreliable, the Fund determines a fair value in good faith in accordance with these procedures (a “Fair Value”). The Fund may use these procedures to establish the Fair Value of securities when, for example, a significant event occurs between the time the market closes and the time the Fund values its investments. After consideration of various factors, the Fund may value the securities at their last reported price or at some other value.
Swiss exchange-listed options, if any, including Eurex-listed options, are valued at their most recent sale price (latest bid for long options and the latest ask for short options) on the Primary Market, or if there are no such sales, at the average of the most recent bid and asked quotations on such Primary Market, or if such quotations are not available, at the last bid quotation (in the case of purchased options) or the last asked quotation (in the case of written options). If, however, there are no such quotations, such options will be valued using the implied volatilities observed for similar options or from aggregated data as an input to a model. Options traded in the over-the-counter market, if any, are valued at the price communicated by the counterparty to the option, which typically is the price at which the counterparty would close out the transaction. Option contracts, if any, that are neither exchange-listed nor traded in the over-the-counter market, and where no broker can provide a quote or approved pricing vendor a price, may be valued using the implied volatilities observed for similar instruments or from aggregated market data received from services (e.g., Bloomberg) as an input to a widely-accepted model.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (continued)
The Fund is permitted to invest in investments that do not have readily available market quotations. For such investments, the Act requires the Board to determine their Fair Value. The aggregate value of these investments amounted to $6,579,715, or 1.8% of the Fund’s net assets at March 31, 2017, and are listed in Note 2 to the Schedule of Investments.
Various inputs are used to determine the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
Level 1—unadjusted quoted prices in active markets for identical assets and liabilities
Level 2—other significant observable inputs (including quoted prices of similar securities, 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 inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Fund’s investments as of March 31, 2017:
| Level 1 Quoted Prices |
Level 2 Other Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
Investment Valued at NAV** |
Total | ||||||||||||||||
| Investments in Securities* |
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| Common Stock |
$334,917,255 | $— | $3,020,852 | $— | $337,938,107 | |||||||||||||||
| Preferred Stock |
— | — | 2,534,665 | — | 2,534,665 | |||||||||||||||
| Limited Partnership |
— | — | — | 1,024,198 | 1,024,198 | |||||||||||||||
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| Total Investments in Securities |
$334,917,255 | $— | $5,555,517 | $1,024,198 | $341,496,970 | |||||||||||||||
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| * | Please see the Schedule of Investments for industry classifications. |
| ** | The Fund adopted Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”) on January 1, 2016. As of March 31, 2017 certain of the Fund’s investments were valued using net asset value (“NAV”) per share (or its equivalent) as a practical expedient for fair value and have been excluded from the fair value hierarchy in accordance with ASU 2015-07. The fair value amount presented in this table is intended to permit reconciliation of the amounts presented in the fair value hierarchy to the amounts presented in the statement of assets and liabilities. |
The Fund values its investment in a private equity limited partnership in accordance with Accounting Standards Codification 820-10-35, “Investments in Certain Entities that Calculate Net Asset Value Per Share (Or its Equivalent)” (“ASC 820-10-35”). ASC 820-10-35 permits a reporting entity to measure the fair value of an investment that does not have a readily determinable fair value, based on the NAV of the investment as a practical expedient, without further adjustment, unless it is probable that the investment will be sold at a value significantly different than the NAV. If the NAV of the investment is not as of the Fund’s measurement date, then the NAV should be adjusted to reflect any significant events that may change the valuation. Inputs and valuation techniques for these adjustments may include fair valuations of the partnership and its portfolio holdings provided by the partnership’s general partner or manager, other available information about the partnership’s portfolio holdings, values obtained on redemption from other limited partners, discussions with the partnership’s general partner or manager and/or other limited partners and comparisons of previously-obtained estimates to the partnership’s audited financial statements. In using the unadjusted NAV as a practical expedient, certain attributes of the investment that may impact its fair value are not considered. Attributes of
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (continued)
those investments include the investment strategies of the privately-held companies and may also include, but are not limited to, restrictions on the investor’s ability to redeem its investments at the measurement date and any unfunded commitments.
Level 3 securities, which are listed in Note 2 to the Schedule of Investments, consist of the Fund’s investments in privately-held companies.
Inputs and valuation techniques used by the Fund to value its Level 3 investments in privately-held companies may include the following: acquisition cost; fundamental analytical data; discounted cash flow analysis; nature and duration of restrictions on disposition of the investment; public trading of similar securities of similar issuers; economic outlook and condition of the industry in which the issuer participates; financial condition of the issuer; and the issuer’s prospects, including any recent or potential management or capital structure changes. Although these valuation inputs may be observable in the marketplace as is characteristic of Level 2 investments, the privately-held companies, categorized as Level 3 investments, generally are highly illiquid in terms of resale.
When valuing Level 3 investments, management also may consider potential events that could have a material impact on the operations of a privately-held company. Not all of these factors may be considered or available, and other relevant factors may be considered on an investment-by-investment basis. The table below summarizes the techniques and unobservable inputs for the valuation of Level 3 investments.
Quantitative Information about certain Level 3 Fair Value Measurements
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| Fair Value at March 31, 2017 |
Valuation Technique | Unobservable inputs | Range1 | |||||||||||||||||
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| Biotechnology |
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| NovImmune SA—Common Shares |
$ 2,051,713 | Market approach | Recent round of financing | N/A | ||||||||||||||||
| NovImmune SA—Preferred Shares |
2,141,801 | Market approach | Recent round of financing | N/A | ||||||||||||||||
| Ixodes AG—Preferred Shares |
139,224 | Discounted cash flow | Discount rate | 14%-16% | ||||||||||||||||
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Probability of success rate on research
and |
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40%-60% | |||||||||||||||||
| Industrial Goods & Services |
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| SelFrag AG—Preferred Shares |
185,144 | Market approach | Recent round of financing | N/A | ||||||||||||||||
| Medical Equipment |
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| EyeSense AG—Preferred Shares |
68,496 | Market approach | Recent round of financing | N/A | ||||||||||||||||
| Spineart SA—Common Shares |
969,139 | Market approach | Recent round of financing | N/A | ||||||||||||||||
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| Total |
$ 5,555,517 | |||||||||||||||||||
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| 1 | Significant changes in any of these ranges would result in a significantly higher or lower fair value measurement. Generally, a change in the probability of success rate on research and development is accompanied by a directionally similar change in fair value. Conversely, a change in the discount rate is accompanied by a directionally opposite change in fair value. |
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (continued)
The Fund’s policy is to disclose transfers between Levels based on their market prices as of the beginning of the period.
The following is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.
| Common Stock |
Preferred Stock | Total | ||||||||||||||
| Balance as of December 31, 2016 |
$2,975,080 | $2,525,827 | $5,500,907 | |||||||||||||
| Change in Unrealized Appreciation/Depreciation (a) |
45,772 | 8,838 | 54,610 | |||||||||||||
| Net Realized Gain (Loss) |
— | — | — | |||||||||||||
| Gross Purchases |
— | — | — | |||||||||||||
| Gross Sales |
— | — | — | |||||||||||||
| Transfer Out of Level 3 |
— | — | — | |||||||||||||
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| Balance as of March 31, 2017 |
$3,020,852 | $2,534,665 | $5,555,517 | |||||||||||||
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(a) The noted amounts of change in unrealized appreciation/depreciation relate to the fair value of Level 3 assets held on March 31, 2017.
C. Foreign Currency Translation
The Fund maintains its accounting records in U.S. dollars. The Fund’s assets are invested primarily in Swiss equities. In addition, the Fund can make its temporary investments in Swiss franc-denominated bank deposits, short-term debt securities and money market instruments. Substantially all income received by the Fund is in Swiss francs. The Fund’s NAV, however, is reported, and distributions from the Fund are made, in U.S. dollars, resulting in gain or loss from currency conversions in the ordinary course of business. Historically, the Fund has not entered into transactions designed to reduce currency risk and does not intend to do so in the future. The cost basis of foreign denominated assets and liabilities is determined on the date that they are first recorded within the Fund and translated to U.S. dollars. These assets and liabilities are subsequently valued each day at prevailing exchange rates. The difference between the original cost and current value denominated in U.S. dollars is recorded as unrealized foreign currency gain/loss. In valuing securities transactions, the receipt of income and the payment of expenses, the Fund uses the prevailing exchange rate on the transaction date.
D. Concentration of Market Risk
The Fund primarily invests in securities of Swiss issuers. Such investments may carry certain risks not ordinarily associated with investments in securities of U.S. issuers. These risks include future political and economic developments, unfavorable movements in the Swiss franc relative to the U.S. dollar, and the possible imposition of exchange controls and changes in governmental law and restrictions. In addition, concentrations of investments in securities of issuers located in a specific region expose the Fund to the economic and government policies of that region and may increase risk compared to a fund whose investments are more diversified.
THE SWISS HELVETIA FUND, INC.
Notes to Schedule of Investments (Unaudited) (concluded)
Note 2—Capital Commitments
As of March 31, 2017, the Fund maintains an illiquid investment in one private equity limited partnership. This investment appears in the Fund’s Schedule of Investments. The Fund’s capital commitment for this partnership is shown in the table below:
| Investments |
Original Capital Commitment* |
Unfunded Commitment* |
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| Private Equity Limited Partnership—International (a) |
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| Aravis Biotech II, Limited Partnership |
$3,246,915 | $139,293 | ||||||
| * | The original capital commitment represents 3,250,000 Swiss francs. The unfunded commitment represents 139,425 Swiss francs. The Swiss franc/U.S. dollar exchange rate as of March 31, 2017 was used for conversion and equaled 1.00095 as of such date. |
| (a) | This category consists of one private equity limited partnership that invests primarily in ventures, biotechnology and in management buyout of industrial and consumer goods companies. There is no redemption right for the interest in this limited partnership. Instead, the nature of investments in this category is that distributions are received through the realization of the underlying assets of the limited partnership. |
Note 3—Subsequent Events
On March 28, 2017, the Fund commenced a self-tender offer (the “Offer”) for up to 2,812,653 of its issued and outstanding shares of common stock, which represented approximately 10% of the Fund’s issued and outstanding shares as of the commencement of the Offer, at a price per share equal to 98% of the Fund’s NAV determined as of the close of the regular trading session of the New York Stock Exchange (“NYSE”) on the business day immediately following the day the Offer expired. The Offer expired at 5:00 p.m., New York time, on April 24, 2017.
Approximately 17,795,965 shares of common stock, or approximately 63% of the Fund’s outstanding shares as of the commencement of the Offer, were properly tendered. The Fund accepted 2,812,653 shares, or approximately 15.8% of the shares tendered, on a prorated basis, for cash payment of $12.85 per share, which represented 98% of the Fund’s NAV per share as of the close of regular trading session of the NYSE on April 25, 2017.
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited)
Terms and Conditions
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited) (continued)
THE SWISS HELVETIA FUND, INC.
Automatic Dividend Reinvestment Plan (Unaudited) (concluded)
THE SWISS HELVETIA FUND, INC.
Item 2. Controls and Procedures.
| (a) | The Registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. | |
| (b) | There have not been any changes in Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the last fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. | |
Item 3. Exhibits.
| (a) | 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.
| The Swiss Helvetia Fund, Inc. |
| By: /s/ Mark A. Hemenetz
|
| Mark A. Hemenetz |
| Principal Executive Officer |
| Date: May 26, 2017 |
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/ Mark A. Hemenetz
|
| Mark A. Hemenetz |
| Principal Executive Officer |
| Date: May 26, 2017 |
| By: /s/ David Marshall
|
| David Marshall |
| Treasurer and Principal Financial Officer |
| Date: May 26, 2017 |
CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE INVESTMENT COMPANY ACT OF 1940
AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Mark A. Hemenetz, certify that:
| 1. | I have reviewed this report on Form N-Q of The Swiss Helvetia Fund, Inc. (the “registrant”); |
| 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 Schedule 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 26, 2017 |
By: |
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| /s/ Mark A. Hemenetz | ||||||
| Mark A. Hemenetz | ||||||
| Principal Executive Officer | ||||||
CERTIFICATION PURSUANT TO RULE 30a-2(a) UNDER THE INVESTMENT COMPANY ACT OF 1940
AND SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, David Marshall, certify that:
| 1. | I have reviewed this report on Form N-Q of The Swiss Helvetia Fund, Inc. (the “registrant”); |
| 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 Schedule 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 26, 2017 |
By: |
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| /s/ David Marshall | ||||||
| David Marshall | ||||||
| Treasurer & Principal Financial Officer | ||||||