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: 811-07560
Morgan Stanley Quality Municipal Securities
(Exact name of registrant as specified in charter)
522 Fifth Avenue, New York, New York 10036
(Address of principal executive offices) (Zip code)
Ronald E. Robison
522 Fifth Avenue, New York, New York 10036
(Name and address of agent for service)
Registrants telephone number, including area code: 212-296-6990
Date of fiscal year end: October 31, 2008
Date of reporting period: January 31, 2008
Item 1. Schedule of Investments.
The Trusts schedule of investments as of the close of the reporting period prepared pursuant to Rule 12-12 of Regulation S-X is as follows:
Morgan Stanley Quality Municipal Securities
Portfolio of Investments January 31, 2008 (unaudited)
PRINCIPAL
AMOUNT IN
THOUSANDS
COUPON
RATE
MATURITY
DATE
VALUE
Tax-Exempt Municipal Bonds (153.4%)
Alabama (1.1%)
$
2,000
Jefferson County, Alabama, School Ser 2004 A
5.50
%
01/01/22
$
2,160,420
Alaska (1.2%)
3,000
Northern Tobacco Securitization Corporation, Alaska, Asset Backed Ser 2006 A
5.00
06/01/46
2,526,300
Arizona (2.5%)
3,890
Salt River Project Agricultural Improvement & Power District, Arizona, 2002 Ser B
5.00
01/01/22
4,102,783
1,000
Surprise Municipal Property Corporation, Arizona, Ser 2007
4.90
04/01/32
936,210
5,038,993
Arkansas (1.0%)
1,000
Baxter County Regional Hospital Inc, Arkansas Ser 2007
5.00
09/01/22
1,005,160
1,000
Baxter County Regional Hospital Inc, Arkansas Ser 2007
5.00
09/01/26
974,570
1,979,730
California (32.3%)
5,000
California Economic Recovery, Ser 2004 A
5.00
07/01/16
5,372,800
3,000
California Health Facilities Financing Authority, Cedars-Sinai Medical Center Ser 2005
5.00
11/15/34
2,973,540
5,000
California Public Works Board, Mental Health 2004 Ser A
5.00
06/01/24
5,049,650
4,000
California, Ser 2007 (MBIA Insd)
4.25
08/01/33
3,664,640
3,000
California, Various Purpose dtd 05/01/03
5.00
02/01/32
3,013,170
2,000
California, Various Purpose dtd 12/01/05
5.00
03/01/27
2,032,480
12,000
California, Various Purpose dtd 11/01/06
4.50
10/01/36
11,168,280
2,000
Golden State Tobacco Securitization Corporation, California, Enhanced Asset Backed Ser 2005 A (AMBAC Insd)
5.00
06/01/29
2,004,880
4,000
Golden State Tobacco Securitization Corporation, California, Enhanced Asset Backed Ser 2007 A
5.125
06/01/47
3,465,320
4,000
Golden State Tobacco Securitization Corporation, California, Enhanced Asset Backed Ser 2007 A
5.75
06/01/47
3,834,720
5,000
Los Angeles Department of Water & Power, California, Water 2004 Ser C (MBIA Insd)
5.00
07/01/23
5,264,150
4,000
Los Angeles, Community College District, California, 2003 Ser B (FSA Insd)
5.00
08/01/27
4,203,200
3,040
Milpitas Redevelopment Agency, California, Area #1 Ser 2003 (MBIA Insd)
5.00
09/01/22
3,187,714
4,240
San Diego County Water Authority, California, Ser 2004 A COPs (FSA Insd)
5.00
05/01/29
4,357,745
1,000
San Diego County, Burnham Institute for Medical Research Ser 2006 COPs
5.00
09/01/34
924,630
4,000
San Francisco City & County, California, Laguna Honda Hospital Ser 2005 I (FSA Insd)*
5.00
06/15/30
4,148,780
2,000
Tobacco Securitization Authority of Northern California, Sacramento County Tobacco Securitization Corporation Ser 2006 A-1
5.00
06/01/37
1,724,120
66,389,819
Colorado (4.9%)
2,590
Arkansas River Power Authority, Colorado, Power Ser 2006 (XLCA Insd)
5.25
10/01/40
2,624,369
2,000
Colorado Health Facilities Authority, Adventist/Sunbelt Ser 2006 D
5.25
11/15/35
2,031,500
5,000
Colorado Health Facilities Authority, Catholic Health Initiatives Ser 2001 A
5.25
09/01/11
5,456,150
10,112,019
Connecticut (0.7%)
1,500
Mashantucket (Western) Pequot Tribe, Connecticut, 2006 Ser A
5.50
09/01/36
1,406,730
District of Columbia (1.0%)
2,000
District of Columbia Ballpark, Ser 2006 B-1 (FGIC Insd)
5.00
02/01/31
2,004,580
Florida (8.0%)
1,000
Highlands County Health Facilities Authority, Florida, Adventist Health/Sunbelt Ser 2006 C
5.25
11/15/36
1,011,140
1,000
Lee County Industrial Development Authority, Florida, Shell Point Village/The Alliance Community for Retirement Living Inc, Ser 2006
5.125
11/15/36
890,030
5,000
Miami-Dade County, Florida, Miami Int'l Airport Ser 2000 A (AMT) (FGIC Insd)
6.00
10/01/24
5,264,700
1,995
Miami-Dade County, Florida, Ser 2005 A (MBIA Insd)
0.00
10/01/30
1,543,372
4,000
South Miami Health Facilities Authority, Florida, Baptist Health South Florida Ser 2007 *
5.00
08/15/42
3,966,380
1,000
St Johns County Industrial Development Authority, Florida, Glenmoor Ser 2006 A
5.25
01/01/26
907,580
3,250
St Johns, Florida, Industrial Development Authority, Glenmoor Refg 2006 Ser A
5.375
01/01/40
2,850,575
16,433,777
Georgia (8.3%)
5,000
Atlanta, Georgia, Airport Ser 2004 C (FSA Insd)
5.00
01/01/33
5,102,900
1,200
De Kalb County, Georgia, Water & Sewer Ser 2003 A
5.00
10/01/23
1,264,284
3,000
Fulton County, Georgia, Water & Sewerage Ser 2004 (FGIC Insd)
5.25
01/01/35
3,092,040
2,000
Georgia Road & Tollway Authority, Ser 2001
5.375
03/01/17
2,189,680
2,000
Georgia Road & Tollway Authority, Ser 2004
5.00
10/01/22
2,130,660
3,000
Georgia Road & Tollway Authority, Ser 2004
5.00
10/01/23
3,195,990
16,975,554
Hawaii (10.6%)
10,000
Hawaii Department of Budget & Finance, Hawaiian Electric Co Inc Ser 1993 (AMT) (MBIA Insd)
5.45
11/01/23
10,085,000
3,000
Hawaii, Airports Refg Ser 2000 B (AMT) (FGIC Insd)
6.625
07/01/18
3,190,050
8,000
Honolulu City & County, Hawaii, Ser 2003A (MBIA Insd) *
5.25
03/01/24
8,523,760
21,798,810
Illinois (9.3%)
3,600
Chicago Park District, Illinois, Harbor Ser A (AMBAC Insd)
5.00
01/01/27
3,722,544
3,000
Chicago, Illinois, O'Hare Int'l Airport 3rd Lien Ser 2005 A (MBIA Insd)
5.25
01/01/26
3,084,930
3,000
Chicago, Illinois, O'Hare Int'l Airport Passenger Fee Ser 2001 A (AMT) (AMBAC Insd)
5.375
01/01/32
3,027,450
3,000
Illinois Toll Highway Authority, Priority Refg 1998 Ser A (FSA Insd)
5.50
01/01/15
3,442,050
8,480
Metropolitan Pier & Exposition Authority, Illinois, McCormick Place Ser 2002 A (MBIA Insd)
0.00
06/15/26
5,895,042
19,172,016
Indiana (1.5%)
3,000
Indiana Health & Educational Facility Financing Authority, Clarian Health Ser 2006 A
5.25
02/15/40
2,993,010
Kansas (1.3%)
2,500
Wyandotte County/Kansas City, Kansas, Ser 2004 B (FSA Insd)
5.00
09/01/28
2,585,550
Louisiana (0.5%)
1,000
Louisiana Public Facilities Authority, Pennington Medical Foundation Ser 2006
5.00
07/01/31
979,020
Maine (0.0%)
60
Maine Health & Higher Educational Facilities Authority, Ser 1993 D (FSA Insd)
5.50
07/01/18
60,113
Maryland (3.8%)
1,000
Baltimore County, Maryland, Oak Crest Village Ser 2007 A
5.00
01/01/37
923,230
1,500
Maryland Health & Higher Educational Facilities Authority, King Farm Presbyterian Community 2006 Ser B
5.00
01/01/17
1,494,600
2,000
Maryland Health & Higher Educational Facilities Authority, University of Maryland Medical Ser 2001
5.25
07/01/11
2,181,400
3,000
Northeast Maryland Waste Disposal Authority, Montgomery County Ser 2003 (AMT) (AMBAC Insd)
5.50
04/01/16
3,241,410
7,840,640
Michigan (1.4%)
3,000
Michigan Hospital Finance Authority, Henry Ford Health Refg Ser 2006 A
5.25
11/15/46
2,976,630
Missouri (2.1%)
4,000
Missouri Health & Educational Facilities Authority, Barnes-Jewish/Christian Health Ser 1993 A
5.25
05/15/14
4,408,480
Nebraska (2.5%)
5,000
Nebraska Public Power District, 2003 Ser A (AMBAC Insd)
5.00
01/01/35
5,062,450
Nevada (2.0%)
3,000
Clark County, Nevada, Airport SubLien Ser 2004 (AMT) (FGIC Insd)
5.50
07/01/20
3,202,500
1,000
Reno, Nevada, Renown Regional Medical Center Ser 2007 A
5.25
06/01/37
980,130
4,182,630
New Hampshire (1.5%)
3,000
Manchester, New Hampshire, Water Works Ser 2003 (FGIC Insd)
5.00
12/01/34
3,047,550
New Jersey (5.3%)
3,000
New Jersey Economic Development Authority, Cigarette Tax Ser 2004 #
5.75
06/15/29
2,989,890
1,500
New Jersey Economic Development Authority, Seabrook Village Inc Ser 2006
5.25
11/15/36
1,315,995
3,300
Newark Housing Authority, New Jersey, Port Authority-Port Newark Marine Terminal Ser 2004 (MBIA Insd)
5.00
01/01/14
3,684,681
3,000
Tobacco Settlement Financing Corporation, New Jersey, Ser 2007-1A
4.625
06/01/26
2,625,060
3,000
Tobacco Settlement Financing Corporation, New Jersey, Ser 2007-1B
0.00
06/01/41
320,310
10,935,936
New York (10.2%)
5,000
Metropolitan Transportation Authority, New York, Transportation Ser 2003 B (MBIA Insd)
5.25
11/15/22
5,341,149
3,000
Nassau County Tobacco Settlement Corporation, New York, Ser 2006 A-3
5.125
06/01/46
2,871,480
3,000
New York City Municipal Water Finance Authority, New York, 2005 Ser B (AMBAC Insd)
5.00
06/15/28
3,111,900
6,000
Tobacco Settlement Financing Corporation, New York, State Contingency Ser 2003 B-1C
5.50
06/01/21
6,483,420
3,000
Triborough Bridge & Tunnel Authority, New York, Refg Ser 2002 B
5.25
11/15/19
3,256,320
21,064,269
North Carolina (1.0%)
2,000
North Carolina Municipal Power Agency #1, Catawba Ser 1993 (MBIA Insd)
5.25
01/01/20
2,133,040
Ohio (2.6%)
5,000
Cuyahoga County, Ohio, Cleveland Clinic Ser 2003 A
6.00
01/01/32
5,417,950
Pennsylvania (1.9%)
2,000
Allegheny County Redevelopment Authority, Pennsylvania, West Penn Allegheny Health 2007 A *
5.375
11/15/40
1,743,340
2,000
Pennsylvania, First Ser 2003 (MBIA Insd) *
5.00
01/01/13
2,210,910
3,954,250
Rhode Island (0.8%)
1,500
Rhode Island Economic Development Corporation, Airport Refg Ser 2004 A (AMT) (FSA Insd)
5.00
07/01/21
1,550,205
South Carolina (5.5%)
2,000
Charleston Educational Excellence Financing Corporation, South Carolina, Charleston County School District Ser 2005
5.25
12/01/29
2,058,700
4,565
Grand Strand Water & Sewer Authority, South Carolina, Refg Ser 2002 (FSA Insd)
5.375
06/01/19
4,972,244
40
Lexington County, South Carolina Health Services District, Lexmed Inc Ser 2007
5.00
11/01/16
42,804
210
Richland County Enviromental Improvement Revenue, South Carolina, International Paper Company Ser 2007 A
4.60
09/01/12
212,545
4,000
South Carolina Public Service Authority, Santee Cooper Ser 2003 A (AMBAC Insd)
5.00
01/01/27
4,102,760
11,389,053
Tennessee (2.0%)
4,000
Tennessee Energy Acquisition Corporation, Ser 2006 A *
5.25
09/01/19
4,202,660
Texas (11.8%)
2,000
Alliance Airport Authority, Texas, Federal Express Corp Refg Ser 2006 (AMT)
4.85
04/01/21
1,941,320
1,000
Austin, Texas, Water & Sewer, ROLS RRII R-574
10.384
05/15/27
1,098,460
2,000
Brazos River Authority, Texas, TXU Electric Co Ser 1999 C (AMT)
7.70
03/01/32
2,073,400
5,000
Houston, Texas, Combined Utility First Lien Refg 2004 Ser A (MBIA Insd)
5.25
05/15/25
5,221,150
5,000
Houston, Texas, Water & Sewer Jr Lien Refg Ser 2001 A (FSA Insd)
5.50
12/01/16
5,503,150
1,000
Tarrant County Cultural Educational Facilities Finance Corp, Texas, Air Force Village II Inc Ser 2007
5.125
05/15/37
958,980
4,000
Tarrant County Regional Water District, Texas, Refg & Impr Ser 2002 (FSA Insd)
5.25
03/01/17
4,398,520
3,000
West Harris County Regional Water Authority, Texas, Water Ser 2005 (FSA Insd)
5.00
12/15/24
3,159,210
24,354,190
Utah (1.3%)
2,500
Intermountain Power Agency, Utah, 2003 Ser A (FSA Insd)
5.00
07/01/21
2,698,225
Virginia (10.6%)
1,250
Fairfax County Economic Development Authority, Virginia, Goodwin House Inc Ser 2007
5.125
10/01/42
1,171,813
10,000
Fairfax County Industrial Development Authority, Virginia, Inova Health Refg Ser 1993 A
5.25
08/15/19
11,257,500
4,000
Norfolk, Virginia, Water Ser 1993 (AMBAC Insd)
5.375
11/01/23
4,006,160
3,000
Prince William County Service Authority, Virginia, Water & Sewer Refg Ser 2003
5.00
07/01/19
3,265,110
2,000
Prince William County Service Authority, Virginia, Water & Sewer Refg Ser 2003
5.00
07/01/21
2,152,120
21,852,703
Washington (2.8%)
1,705
Grant County Public Utility District #2, Washington, Wanapum Hydroelectric 2005 Ser A (FGIC Insd)
5.00
01/01/34
1,735,349
4,010
Port of Seattle, Washington, Passenger Facility Ser 1998 A (MBIA Insd) *
5.00
12/01/23
4,056,560
5,791,909
Total Tax-Exempt Municipal Bonds (Cost $308,537,284)
315,479,211
NUMBER OF
SHARES (000)
Short-Term Investment (a) (1.8%)
Investment Company
3,641
Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio - Institutional Class
(Cost $3,641,062)
3,641,062
Total Investments (Cost $312,178,346)
319,120,273
PRINCIPAL
AMOUNT IN
THOUSANDS
Floating Rate Note Obligations Related to Securities Held (-9.6%)
$
(19,510)
Notes with interest rates ranging from 2.26% to 3.78% at January 31, 2008 and contractual maturities of collateral ranging from 01/01/13 to 08/15/42 (b)
(Cost $(19,658,780))
(19,658,780)
Total Net Investments (Cost $292,519,566) (c) (d)
145.6
%
299,461,493
Other Assets in Excess of Liabilites
1.5
3,173,818
Preferred Shares of Beneficial Interest
(47.2
)
(97,000,000)
Net Assets Applicable to Common Shareholders
100.0
%
205,635,311
Note: The categories of
investments are shown as a percentage of net assets applicable to common shareholders.
AMT
Alternative Minimum Tax.
COPs
Certificates of Participation.
ROLS
Reset Option Longs.
#
A portion of this security has been physically segregated in connection with open futures
contracts in the amount of $188,330.
Current coupon rate for inverse rate municipal obligation. This rate resets periodically as the auction rate on the related security changes. Position in an inverse floating rate municipal obligation has a total value of $1,098,460 which represents 0.5% of net assets applicable to common shareholders.
Prerefunded to call date shown.
Currently a zero coupon security; will convert to 5.00% on October 1, 2013.
Currently a zero coupon security; will convert to 5.75% on June 15, 2017.
Floating rate note obligations related to securities held. The interest rate shown reflects the rate in effect at January 31, 2008.
*
Underlying securities related to inverse floaters entered into by the Trust.
(a)
The Trust invests in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio Institutional Class, an open-end management investment company managed by the Investment Adviser. Investment advisory fees paid by the Trust are reduced by an amount equal to the advisory and administrative services fees paid by Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio Institutional Class with respect to assets invested by the Trust in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio Institutional Class. For the period ended January 31, 2008, advisory fees paid were reduced by $2,053 relating to the Trust's investment in Morgan Stanley Institutional Liquidity Tax-Exempt Portfolio Institutional Class.
(b)
Floating Rate Note Obligations Related to Securities Held The Trust enters into transactions in which it transfers to Dealer Trusts (Dealer Trusts), fixed rate bonds in exchange for cash and residual interests in the Dealer Trusts assets and cash flows, which are in the form of inverse floating rate investments. The Dealer Trusts fund the purchases of the fixed rate bonds by issuing floating rate notes to third parties and allowing the Trust to retain residual interest in the bonds. The Trust enters into shortfall agreements with the Dealer Trusts which commit the Trust to pay the Dealer Trusts, in certain circumstances, the difference between the liquidation value of the fixed rate bonds held by the Dealer Trusts and the liquidation value of the floating rate notes held by third parties, as well as any shortfalls in interest cash flows. The residual interests held by the Trust (inverse floating rate investments) include the right of the Trust (1) to cause the holders of the floating rate notes to tender their notes at par at the next interest rate reset date, and (2) to transfer the municipal bond from the Dealer Trusts to the Trust, thereby collapsing the Dealer Trusts. The Trust accounts for the transfer of bonds to the Dealer Trusts as secured borrowings, with the securities transferred remaining in the Trusts investment assets, and the related floating rate notes reflected as Trust liabilities. The notes issued by the Dealer Trusts have interest rates that reset weekly and the floating rate note holders have the option to tender their notes to the Dealer Trusts for redemption at par at each reset date. At January 31, 2008, Trust investments with a value of $28,852,390 are held by the Dealer Trusts and serve as collateral for the $19,658,780 in floating rate note obligations outstanding at that date.
(c)
Securities have been designated as collateral in an amount equal to $70,688,386 in connection with open futures contracts.
(d)
The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes.
Bond insurance:
AMBAC
AMBAC Assurance Corporation.
FGIC
Financial Guaranty Insurance Company.
FSA
Financial Security Assurance Inc.
MBIA
Municipal Bond Investors Assurance Corporation.
XLCA
XL Capital Assurance Inc.
Futures Contracts Open at January 31, 2008:
NUMBER OF
CONTRACTS
LONG/SHORT
DESCRIPTION, DELIVERY
MONTH AND YEAR
UNDERLYING FACE
AMOUNT AT VALUE
UNREALIZED
APPRECIATION
(DEPRECIATION)
190
Long
Swap Futures 10 Year,
March 2008
$
21,481,875
$
223,133
62
Long
U.S. Treasury Notes 2 Year,
March 2008
13,195,336
92,889
28
Short
U.S. Treasury Bonds 20 Year,
March 2008
(3,312,750
)
(8,401
)
84
Short
U.S. Treasury Notes 5 Year,
March 2008
(9,457,875
)
(198,352
)
205
Short
U.S. Treasury Notes 10 Year,
March 2008
(23,780,000
)
(207,704
)
Net Unrealized Depreciation
$
(98,435
)
Item 2. Controls and Procedures.
(a) The Trusts principal executive officer and principal financial officer have concluded that the Trusts disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Trusts in this Form N-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, based upon such officers evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.
(b) There were no changes in the Trusts internal control over financial reporting that occurred during the registrants fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trusts internal control over financial reporting.
Item 3. Exhibits.
(a) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto.
2
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.
Morgan Stanley Quality Municipal Securities
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
March 20, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
March 20, 2008
/s/ Francis Smith
Francis Smith
Principal Financial Officer
March 20, 2008
3
Exhibit 3 A1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Ronald E. Robison, certify that:
1.
I have reviewed this report on Form N-Q of Morgan Stanley Quality Municipal Securities;
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 registrants 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) 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)
Omitted;
(c)
Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: March 20, 2008
/s/ Ronald E. Robison
Ronald E. Robison
Principal Executive Officer
4
Exhibit 3 A2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Francis Smith, certify that:
1.
I have reviewed this report on Form N-Q of Morgan Stanley Quality Municipal Securities;
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 registrants 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) 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)
Omitted;
(c)
Evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: March 20, 2008
/s/ Francis Smith
Francis Smith
Principal Financial Officer
5