Toggle SGML Header (+)


Section 1: N-Q (N-Q)

Document
 

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: 811-23109
 

 
CC Real Estate Income Fund
(Exact name of registrant as specified in charter)
 

590 Madison Avenue
34th Floor
New York, NY
(Address of principal executive offices)
10022
(Zip code)
 
Kevin P. Traenkle
Chief Executive Officer and President
CC Real Estate Income Fund
590 Madison Avenue, 34th Floor
New York, NY 10022
(Name and address of agent for service)
 
Copy to:
Sandra Matrick Forman, Esq.
c/o CC Real Estate Income Fund
590 Madison Avenue, 34th Floor
New York, NY 10022
  

Registrant’s telephone number, including area code: (212) 547-2600
 
Date of fiscal year end: December 31
 
Date of reporting period: September 30, 2018
 



Item 1. Schedule of Investment.

CC Real Estate Income Fund, formerly NorthStar Real Estate Capital Income Fund (the “Company” or the “Registrant”), a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company, intends to invest substantially all of its assets in CC Real Estate Income Master Fund (the “Fund”), a separate non-diversified, closed-end management investment company with the same investment objectives and strategies as the Company.

As of September 30, 2018, the Company invested $30,831,898 in the Fund, representing approximately 99.6% of the Company’s net assets and approximately 85.5% of the Fund’s net assets.

The Company invests substantially all of its assets in the Fund. As such, the Company determines the net asset value (“NAV”) of its common shares of beneficial interest, par value $0.001 per share (“common shares”), daily based on the NAV of its interest in the Fund (as provided by the Fund). The Company calculates NAV per common share by subtracting liabilities (including accrued expenses and distributions) from the total assets of the Company (the value of its interest in the Fund, plus cash and other assets, including interest and distributions accrued but not yet received), and dividing the result by the total number of its outstanding common shares.

As of September 30, 2018, the Company had $30,955,880 of net assets, 3,346,610 of common shares outstanding and a NAV per common share of $9.25.



2

CC Real Estate Income Fund
Notes to Unaudited Schedule of Investment
As of September 30, 2018


1. Business and Organization

CC Real Estate Income Fund, formerly NorthStar Real Estate Capital Income Fund (the “Company”) was organized as a Delaware statutory trust on October 2, 2015. The Company’s primary investment objectives are to generate attractive and consistent income and preserve and protect shareholders’ capital, with a secondary objectives of capital appreciation. The Company has two share classes and intends to invest substantially all of its net assets in CC Real Estate Income Master Fund (the “Fund”). The Fund’s investment objective and strategies are substantially the same as the Company’s.
 
The Company commenced operations on May 6, 2016 when its initial registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
 
The Fund’s schedule of investments, which is attached hereto, is an integral part of this Schedule of Investments and should be read in conjunction of the Company’s Schedule of Investments. At September 30, 2018, the Company held a 85.5% ownership interest in the Fund.

2. Basis of Presentation

The Company is an investment company that follows the accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.
 
The Company’s unaudited Schedule of Investment is prepared in accordance with accounting principles generally accepted in the United States of America and is stated in U.S. dollars.
 
3. Investment in Master Fund
 
The Company’s investment in the Fund is recorded at fair value and is based upon the Company’s percentage ownership of the net assets of the Fund. The performance of the Company is directly affected by the performance of the Fund. See Note 3 to the Fund’s Notes to Unaudited Schedule of Investments for the determination of fair value of the Fund’s investments.

The Fund’s unaudited schedule of investments as of September 30, 2018 is set forth below:


3

CC Real Estate Income Master Fund
Unaudited Schedule of Investments
As of September 30, 2018


Security
 
Rate
 
Maturity
Date
 
Face
Amount
 
Amortized
Cost
(a)
 
Amortized
Cost as a%
of Face
Amount
 
Fair Value
 
Commercial Mortgage-Backed Securities (“CMBS”) — 86.3%
 
 
 
 
 
 
 
 
 
 
 
 
 
Bank of America Commercial Mortgage Trust Series 2018-BN13, Class D
 
3.00
%
 
08/15/2061
 
$
1,500,000

 
$
1,165,786

 
77.7
%
 
$
1,185,207

(b) 
Bank of America Commercial Mortgage Trust Series 2018-BN11, Class D
 
3.00
%
 
03/15/2061
 
1,900,000

 
1,480,008

 
77.9
%
 
1,527,225

(b) 
Bank of America Commercial Mortgage Trust Series 2017-BNK7, Class D
 
2.71
%
 
09/15/2060
 
4,000,000

 
3,106,529

 
77.7
%
 
3,150,224

(b) 
Bank of America Commercial Mortgage Trust, Series 2017-C34, Class D
 
2.70
%
 
11/15/2026
 
3,500,000

 
2,598,917

 
74.3
%
 
2,616,077

(b) 
Bank of America Commercial Mortgage Trust, Series 2015-UBS7, Class D
 
3.17
%
 
09/15/2048
 
2,645,000

 
2,197,484

 
83.1
%
 
2,213,115

(b) 
Bank of America Commercial Mortgage Trust, Series 2016-UB10, Class D
 
3.00
%
 
07/15/2049
 
80,000

 
60,330

 
75.4
%
 
63,350

(b) 
Bank of America Commercial Mortgage Trust, Series 2017-BNK3, Class D
 
3.25
%
 
02/15/2050
 
40,000

 
32,868

 
82.2
%
 
33,348

(b) 
CD Commercial Mortgage Trust, Series 2017-CD3, Class D
 
3.25
%
 
02/10/2050
 
6,030,000

 
5,141,009

 
85.3
%
 
5,103,449

(b) 
Citigroup Commercial Mortgage Trust, Series 2017-B1, Class D(c)
 
3.00
%
 
08/15/2027
 
2,000,000

 
1,606,836

 
80.3
%
 
1,597,579

(b) 
COMM Mortgage Trust, Series 2014 UBS5, Class D
 
3.50
%
 
09/10/2047
 
3,000,000

 
2,335,744

 
77.9
%
 
2,436,826

(b) 
COMM Mortgage Trust, Series 2014 UBS5, Class E
 
3.50
%
 
09/10/2047
 
1,500,000

 
937,304

 
62.5
%
 
953,993

(b) 
Deutsche Bank Commercial Mortgage Trust, Series M 2016-C1, Class D
 
3.50
%
 
05/10/2049
 
116,000

 
97,076

 
83.7
%
 
98,311

(b) 
Deutsche Bank Commercial Mortgage Trust, Series M 2016-C1, Class E
 
3.25
%
 
05/10/2049
 
180,000

 
116,829

 
64.9
%
 
121,240

(b) 
GS Commercial Mortgage Trust, Series 2017-GS7, Class E(c)
 
3.00
%
 
08/10/2050
 
2,000,000

 
1,662,071

 
83.1
%
 
1,646,269

(b) 
GS Mortgage Securities Trust, Series 2017-GS5, Class D
 
3.51
%
 
03/10/2050
 
4,500,000

 
3,873,594

 
86.1
%
 
3,685,146

(b) 
JP Morgan Bank, Series 2016-C2, Class D(c) 
 
3.40
%
 
06/15/2049
 
1,800,000

 
1,492,534

 
82.9
%
 
1,510,138

(b) 
JP Morgan Bank, Series 2016-C4, Class D
 
3.22
%
 
12/15/2049
 
1,900,000

 
1,517,713

 
79.9
%
 
1,574,057

(b) 
Wells Fargo Commercial Mortgage Trust, Series 2018-C43, Class D
 
3.00
%
 
03/15/2051
 
1,900,000

 
1,484,396

 
78.1
%
 
1,507,141

(b) 
Wells Fargo Commercial Mortgage Trust, Series 2017-RB1, Class D
 
3.40
%
 
03/15/2050
 
150,000

 
127,876

 
85.3
%
 
126,157

(b) 
Total Commercial Mortgage-Backed Securities (Amortized Cost $31,034,904)(a)
 
 
 
 
 
 
 
 
 
31,148,852

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Short-Term Investment  — 3.9%
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury Bill
 
 
 
10/04/2018
 
1,400,000

 
1,399,771

 
100.0
%
 
1,399,763

 
Total Short-Term Investment (Amortized Cost $1,399,771)(a)
 
 
 
 
 
 
 
 
 
 
 
1,399,763

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock — 8.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
Spirit MTA Equity REIT (70,640 shares)
 
 
 
 
 
 
 
 
 
 
 
813,773

 
TriplePoint Venture Growth BDC Corp. (102,906 shares)
 
 
 
 
 
 
 
 
 
 
 
1,398,493

 
Zayo Group Holdings, Inc. (23,500 shares)(d)
 
 
 
 
 
 
 
 
 
 
 
815,920

 
Total Common Stock (Cost $3,014,513)(a)
 
 
 
 
 
 
 
 
 
 
 
3,028,186

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Real Estate Investment Trusts (“REIT”) — 0.0%
 
 
 
 
 
 
 
 
 
 
 
 
 
Core Property Corp. (FKA“NS Capital Income Master Fund REIT, Inc.”)(d)(e)(f)
 
 
 
 
 
 
 
 
 
 
 

 
Total Real Estate Investment Trusts (Cost $100)(a)
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL INVESTMENTS (Cost $35,449,288) — 98.6%
 
 
 
 
 
 
 
 
 
 
 
35,576,801

 
OTHER ASSETS AND LIABILITIES-NET — 1.4%(g)
 
 
 
 
 
 
 
 
 
 
 
495,248

 
NET ASSETS — 100.0%
 
 
 
 
 
 
 
 
 
 
 
$
36,072,049

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares Outstanding
 
 
 
 
 
 
 
 
 
 
 
5,861,651

 
Net Asset Value per Common Share
 
 
 
 
 
 
 
 
 
 
 
$
6.15

 


See notes to unaudited schedule of investments.

4

CC Real Estate Income Master Fund
Unaudited Schedule of Investments (continued)
As of September 30, 2018


Futures Contracts
Issue
 
Expiration Date
 
Contracts Purchased (Sold)
 
Notional Value
 
Unrealized Appreciation
10 Year USD Deliverable Swap Futures
 
12/18/2018
 
(190)
 
$
(19,000,000
)
 
$
135,502


Centrally Cleared Credit Default Swaps On Credit Indices—Sell Protection(h) 
Reference Entity
 
Notional Value(i)
 
Termination Date
 
Periodic Payment Receive Rate†
 
Fair Value(j)
 
Upfront Premium Received/(Paid)
 
Unrealized Appreciation
Markit CMBX.NA.A.11
 
$
(5,000,000
)
 
11/18/2054
 
2.00
%
 
$
14,313

 
$
3

 
$
14,316


Reverse Repurchase Agreement
Counterparty
 
Interest Rate†
 
Trade Date
 
Termination Date
 
Principal Value
 
Principal Value Including Accrued Interest
Barclays Capital Inc.
 
3.22
%
 
09/07/2018
 
10/05/2018
 
$
3,235,400

 
$
3,242,345


USDU.S. Dollar.
_________________
 
(a)
Also represents cost for federal income tax purposes.
 
(b)
Security is exempt from registration pursuant to Rule 144A of the Securities Act of 1933, as amended. Security may only be sold to qualified institutional buyers unless registered under the Securities Act of 1933, as amended, or otherwise exempt from registration.
 
(c)
Position, or a portion thereof, has been pledged as collateral for a Reverse Repurchase Agreement.
 
(d)
Non-income producing security.
 
(e)
At September 30, 2018, the Master Fund owned more than 25% of the voting securities of Core Property Corp. (the “REIT Subsidiary”), thereby making the REIT Subsidiary a controlled affiliate, as defined by the 1940 Act, of the Master Fund. As of September 30, 2018, the REIT Subsidiary owned by the Master Fund (including investments in controlled affiliates) had no value.
 
(f)
Affiliated investment.
 
(g)
Includes the effect of futures contracts, centrally cleared credit default swaps on credit indices and reverse repurchase agreement.
 
(h)
If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.
 
(i)
The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.
 
(j)
The quoted market prices and resulting values for credit default swap agreements on asset-backed securities and credit indices serve as an indicator of the current status of the payment/performance risk and represent the likelihood of an expected liability (or profit) for the credit derivative had the notional amount of the swap agreement been closed/sold as of the period end. Decreasing market values (sell protection) or increasing market values (buy protection) when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.
 
Percentage shown is an annual percentage rate.


See notes to unaudited schedule of investments.

5

CC Real Estate Income Master Fund
Notes to Unaudited Schedule of Investments
As of September 30, 2018


1. Business and Organization
 
CC Real Estate Income Master Fund (the “Fund”), formerly NorthStar Real Estate Capital Income Master Fund was organized as a Delaware statutory trust on October 2, 2015. The Fund’s primary investment objectives are to generate attractive and consistent income and preserve and protect shareholder’s capital, with a secondary objective of capital appreciation.

2. Basis of Presentation

The Fund is an investment company that follows the accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services – Investment Companies.

The Fund’s unaudited Schedule of Investments is prepared in accordance with accounting principles generally accepted in the United States of America and is stated in U.S. dollars.
 
3. Investment Portfolio
 
The following table summarizes the composition of the Fund’s investment portfolio at cost and fair value as of September 30, 2018:

 
 
September 30, 2018(1)
 
 
Cost(2)
 
Fair Value
 
Percentage
of Portfolio
CMBS
 
$
31,034,904

 
$
31,148,852

 
87.6
%
U.S. Treasury Bill
 
1,399,771

 
1,399,763

 
3.9
%
Common Stock
 
3,014,513

 
3,028,186

 
8.5
%
REIT Subsidiary(3)
 
100

 

 
%
 
 
$
35,449,288

 
$
35,576,801

 
100.0
%
_________________
(1)
Does not include the effect of futures contracts, centrally cleared credit default swaps on credit indices and reverse repurchase agreement.
(2)
Cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
(3)
Represents the Master Fund’s investment in the REIT Subsidiary, which is classified as a Level 3 investment.

Under ASC Topic 820, fair value is defined as the price that the Fund would receive upon selling an asset or pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. ASC Topic 820 emphasizes that valuation techniques should maximize the use of observable market inputs and minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Fund. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The Fund classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting guidance:
 
 
Level 1:
observable inputs such as quoted prices in active markets;
 
Level 2:
includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and
 
Level 3:
unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.


6

CC Real Estate Income Master Fund
Notes to Unaudited Schedule of Investments (continued)
As of September 30, 2018


As of September 30, 2018 the Master Fund’s investments were categorized as follows in the fair value hierarchy:

Investments in Securities at Value
 
Level 1 - Unadjusted Quoted Prices
 
Level 2 - Other Significant Observable Inputs
 
Level 3 - Significant Unobservable Inputs
 
Total
CMBS
 
$

 
$
31,148,852

 
$

 
$
31,148,852

Common Stock
 
3,028,186

 

 

 
3,028,186

U.S. Treasury Bill
 
1,399,763

 

 

 
1,399,763

REIT Subsidiary(1)
 

 

 

 

 
 
$
4,427,949

 
$
31,148,852

 
$

 
$
35,576,801


Other Financial Instruments
 
Level 1
 
Level 2
 
Level 3
 
Total
Futures Contracts(2)
 
$
135,502

 
$

 
$

 
$
135,502

Centrally Cleared Credit Default Swaps on Credit Indices - Sell Protection(3)
 

 
14,316

 

 
14,316

Reverse Repurchase Agreement(4)
 

 
(3,242,345
)
 

 
(3,242,345
)
Total
 
$
135,502

 
$
(3,228,029
)
 
$

 
$
(3,092,527
)
_________________
(1)    Represents the Master Fund’s investment in the REIT Subsidiary, valued at $0 at September 30, 2018.
(2)
Futures contracts are reported at their unrealized appreciation at measurement date, which represents the change in the contract’s value from trade date.
(3)
Value includes premium received with respect to swap contracts.
(4)
Represents principal loan amount plus accrued interest expense payable.

There were no transfers between levels during the nine months ended September 30, 2018.
 
There were no purchases or sales of level three investments during the nine months ended September 30, 2018.


7


Item 2. Controls and Procedures.
 
 
(a)
Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the 1940 Act) as of a date within 90 days prior to the filing date of this Form N-Q (the “Report”), the Chief Executive Officer (its principal executive officer) and Chief Financial Officer (its principal financial officer) have concluded that the disclosure controls are reasonably designed to ensure that information required to be disclosed by the Registrant in the Report is recorded, processed, summarized and reported by the filing date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the Registrant’s management, including the Registrant’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
 
(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) 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 of the principal executive officer and principal financial officer as required by Rule 30a-2(a) under the 1940 Act are attached hereto.



8


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.
 
 
CC REAL ESTATE INCOME FUND
 
 
 
 
 
 
By:
/s/ Kevin P. Traenkle
 
 
 
Kevin P. Traenkle
 
 
 
Chief Executive Officer and President
 
 
 
Date: November 20, 2018
 
 
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/ Kevin P. Traenkle
 
 
 
Kevin P. Traenkle
 
 
 
Chief Executive Officer and President
 
 
 
(Principal Executive Officer)
 
 
 
Date: November 20, 2018
 
 
 
 
 
 
By:
/s/ Frank V. Saracino
 
 
 
Frank V. Saracino
 
 
 
Chief Financial Officer and Treasurer
 
 
 
(Principal Financial Officer)
 
 
 
Date: November 20, 2018
 


(Back To Top)

Section 2: EX-99.CERT (EXHIBIT 99.CERT)

Exhibit


Exhibit 99.CERT
 Certification
 
I, Kevin P. Traenkle, certify that:
 
 
1.
I have reviewed this report on Form N-Q of CC Real Estate Income Fund;
 
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 trustees (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: November 20, 2018
By:
/s/ Kevin P. Traenkle
 
 
Kevin P. Traenkle
 
 
Chief Executive Officer and President
 
 
(Principal Executive Officer)
 















Certification
 
I, Frank V. Saracino, certify that:
 
 
1.
I have reviewed this report on Form N-Q of CC Real Estate Income Fund;
 
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 trustees (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: November 20, 2018
By:
/s/ Frank V. Saracino
 
 
Frank V. Saracino
 
 
Chief Financial Officer and Treasurer
 
 
(Principal Financial Officer)


(Back To Top)