ncsr6302013.htm - Generated by SEC Publisher for SEC Filing

Item 1.  Report to Shareholders

For the six months ended June 30, 2013, the net hold finances, owing in part to modestly improved
asset value per Common Share increased 13.1%, employment growth. Accelerated tax payments from
while the investment return to our stockholders 2012, tax increases, and marginal economic improve-
increased by 14.8%. By comparison, our benchmark, ment have helped state and local balance sheets, with the
the Standard & Poor’s 500 Stock Index (including exception of a few large and looming municipal bank-
income), increased 13.8%. For the twelve months ended ruptcies. As well, receipts for the Federal Government
June 30, 2013, the return on the net asset value per in 2013 have perceptibly increased due to higher capital
Common Share increased by 23.1%, and the return to our gains taxes and payroll taxes. Monetary policy around
stockholders increased by 25.7%; these compare with an the world remains accommodative, especially in the
increase of 20.6% for the S&P 500. During both periods, developed economies. Although recent commentary
thediscountatwhichoursharestradedcontinued to fluctu- by the Federal Reserve regarding a diminished future
ate and on June 30, 2013, it was 13.6%. role for Quantitative Easing (QE) negatively impacted
      fixed income markets toward the end of the quarter, the
As detailed in the accompanying financial state- impact on equity markets appear to be more transitory,
ments (unaudited), as of June 30, 2013, the net assets as Fed Governors provided more parameters for an end
applicable to the Company’s Common Stock were to QE.
$1,091,097,352 equal to $36.97 per Common Share.  
      It is questionable whether corporate margins can main-
The increase in net assets resulting from opera- tain their lofty levels as the slow recovery absorbs more
tions for the six months ended June 30, 2013 was resources with higher marginal costs. Recent declines
$127,567,332. During this period, the net realized in commodity prices—with the exception of oil, which
gain on investments sold was $51,617,540, and is geopolitically driven—may relieve margin pressure
the increase in net unrealized appreciation was somewhat over the shorter term, but modest gains in
$77,829,034.  Net investment income for the income and consumption may have reduced pricing
six months was $3,776,744, and distributions to power overall for corporations. As a result, revenue
Preferred Stockholders amounted to $5,655,986. growth will likely remain muted. Equity valuations are
During the six months, 37,470 shares of the Company’s elevated modestly by historical standards and appear
Common Stock were repurchased for $1,188,236 at an less compelling in the face of shrinking corporate profit
average discount from net asset value of 14.2%. margins, decelerating emerging market economies, and
      sluggish progress in Europe. Nevertheless, despite the
U.S. equity markets continued their advance during recent bounce in fixed-income investment yields, equi-
the second quarter, reaching all-time highs. General ties remain the more appealing asset class.
American Investors participated fully in the rally.  
      Information about the Company, including our
Economic growth remains quite muted overall with investment objectives, operating policies and
notable deceleration in Latin America and Asia. Year- procedures, investment results, record of dividend and
over-year growth also slowed in the U.S., as increased distribution payments, financial reports and press releas-
taxes may have reduced consumption. The divergence es, is on our website and has been updated through June
between slowing U.S. growth and rising equity prices 30, 2013. It can be accessed on the internet at www.
would appear to result from the expectation that the generalamericaninvestors.com.
impact of tax increases will diminish as the year pro-  
gresses, while consumer spending will continue to rise. By Order of the Board of Directors,
 
Domestic-oriented industries—including auto, aviation, GENERAL AMERICAN INVESTORS COMPANY, INC.
finance, restaurants, and housing—improved consider- Jeffrey W. Priest
ably in the past year. The drag on the economy from President and Chief Executive Officer
mortgage foreclosures, bankruptcy filings, and high  
leverage is giving way slowly to more balanced house- July 17, 2013

 


 

 
  Value
  Shares   COMMON STOCKS    (note 1a) 
Consumer Automobiles and Components (3.7%)    
Discretionary 1,264,063 Ford Motor Company $19,555,055
(16.2%) 330,211 Visteon Corporation (a)   20,842,918
   
  (Cost $34,971,752)  40,397,973
 Consumer Services (1.2%)        
 750,000   International Game Technology  (Cost $8,678,620)  12,532,500
 
 Retailing (11.3%)         
284,050 Kohl’s Corporation   14,347,366
460,000 Target Corporation   31,675,600
  1,544,668   The TJX Companies, Inc.    77,326,080
  (Cost $44,127,891)  123,349,046
  (Cost $87,778,263)  176,279,519
           
Consumer Food, Beverage and Tobacco (10.2%)    
Staples 300,000 Diageo plc ADR   34,485,000
(14.2%) 450,000 Nestle S.A.   29,575,242
230,000 PepsiCo, Inc.   18,811,700
  728,845   Unilever N.V.    28,917,195
  (Cost $62,643,490)  111,789,137
Food and Staples Retailing (4.0%)    
394,500   Costco Wholesale Corporation    (Cost $12,041,935)  43,619,865
  (Cost $74,685,425)  155,409,002
 
Energy 1,483,269 Alpha Natural Resources, Inc. (a)   7,772,330
(11.8%) 331,478 Apache Corporation   27,787,801
  300,000 Canadian Natural Resources Limited   8,478,000
725,000 Halliburton Company   30,247,000
120,000 Occidental Petroleum Corporation   10,707,600
803,803 Ultra Petroleum Corp. (a)   15,931,375
  2,050,000   Weatherford International Ltd. (a)    28,085,000
  (Cost $102,859,313)  129,009,106
 
Financials Banks (2.1%)        
(25.4%) 675,000 Bond Street Holdings LLC, Class A (a) (b)   9,450,000
75,000 Bond Street Holdings LLC, Class B (a) (c)   997,500
110,000   M&T Bank Corporation     12,292,500
  (Cost $14,183,926)  22,740,000
Diversified Financials (6.0%)    
275,000 American Express Company   20,559,000
475,000 JPMorgan Chase & Co.   25,075,250
 . 551,500    Nelnet, Inc.    19,903,635
  (Cost $33,479,860)  65,537,885
Insurance (17.3%)    
330,492 Aon plc   21,267,160
825,000 Arch Capital Group Ltd. (a)   42,413,250
110 Berkshire Hathaway Inc. Class A (a)   18,546,000
240,000 Everest Re Group, Ltd.   30,782,400
53,500 Forethought Financial Group, Inc. Class A (a) (d)   12,572,500
400,000 MetLife, Inc.   18,304,000
260,000 PartnerRe Ltd.   23,545,600
365,000    Platinum Underwriters Holdings, Ltd.    20,885,300
  (Cost $75,457,717)  188,316,210
  (Cost $123,121,503)  276,594,095

 



 


  Value
Shares   COMMON STOCKS (continued)   (note 1a)
Health Care Pharmaceuticals, Biotechnology and Life Sciences    
(7.5%) 440,000 Ariad Pharmaceuticals, Inc. (a)   $7,695,600
100,000 Celgene Corporation (a)   11,698,000
131,538 Cytokinetics, Incorporated (a)   1,521,892
428,600 Gilead Sciences, Inc. (a)   21,974,322
858,979 Idenix Pharmaceuticals, Inc. (a)   3,100,914
325,000 Merck & Co., Inc.   15,096,250

 

755,808    Pfizer Inc.   21,170,182
   (Cost $55,142,403) 82,257,160
         
Industrials Capital Goods (5.0%)    
(12.5%) 550,000 General Electric Company   12,754,500
360,000 Owens Corning (a)   14,068,800
  300,000   United Technologies Corporation   27,882,000
   (Cost $44,492,152) 54,705,300
   Commercial and Professional Services (7.5%)    
312,500 The ADT Corporation   12,453,125
1,087,100 Republic Services, Inc.   36,896,174
263,998 Towers Watson & Co. Class A   21,631,996
  265,000   Waste Management, Inc.   10,687,450
   (Cost $55,269,445) 81,668,745
   (Cost $99,761,597) 136,374,045
 
Information Semiconductors and Equipment (2.1%)    
Technology  286,850   ASML Holding N.V.  (Cost $4,285,794) 22,692,703
(13.8%) Software and Services (2.2%)    
709,686     Microsoft Corporation (Cost $18,197,174) 24,516,103
Technology Hardware and Equipment (9.5%)    
67,000 Apple Inc.   26,567,510
820,000 Cisco Systems, Inc.   19,954,700
615,000 EMC Corporation   14,526,300
700,000   QUALCOMM Incorporated   42,763,000
   (Cost $73,800,999) 103,811,510
   (Cost $96,283,967) 151,020,316
  
Materials 100,000 Nucor Corporation    (Cost $4,231,438) 4,332,000
(0.4%)            
 
Miscellaneous     Other (e)    (Cost $50,280,294) 49,816,707
(4.6%)            
 
 
Telecommunication  523,100   Vodafone Group plc ADR    (Cost $13,766,306) 15,036,510
Services (1.4%)            
   
TOTAL COMMON STOCKS (107.8%)    (Cost $707,910,509) 1,176,128,460

 



 


  Value
  Shares    SHORT-TERM SECURITY AND OTHER ASSETS   (note 1a)
106,871,251     SSgA U.S. Treasury Money Market Fund (9.8%) (Cost $106,871,251) $106,871,251
          TOTAL INVESTMENTS (f) (117.6%)   (Cost $814,781,760) 1,282,999,711
          Liabilities in excess of cash, receivables and other assets (-0.2%)   (1,785,184)
PREFERRED STOCK (-17.4%)   (190,117,175)
NET ASSETS APPLICABLE TO COMMON STOCK (100%)   $1,091,097,352
   

 

ADR - American Depository Receipt (a) Non-income producing security.

(b) Level 3 fair value measurement, restricted security acquired in three installments as follows: 425,000 shares on 11/4/09, unit cost $20.00 per share;
    150,000 shares on 4/2/13, unit cost $14.80 per share; and 100,000 shares on 4/11/13, unit cost $14.05 per share. Fair value is $14.00 per share, note
    
2. Fair value is based upon bid and/or transaction prices provided via the NASDAQ OMX PORTAL Alliance trading and transfer system for privately
    
placed equity securities traded in the over-the-counter market among qualified investors and an evaluation of book value per share. Amount represents
   
.87% of net assets.

(c) Level 3 fair value measurement, restricted security exchanged from Class A shares on 05/21/12, aggregate cost $1,500,000, unit cost is $20.00 per share
    and fair value is $13.30 per share, note 2. Fair value is based upon a judgmentally discounted bid price provided via the NASDAQ OMX PORTAL
   
Alliance trading and transfer system for privately placed equity securities traded in the over-the-counter market among qualified investors and an
    evalua
tion of book value per share. Amount represents .09% of net assets.

(d) Level 3 fair value measurement, restricted security acquired 11/3/09, aggregate cost $10,748,000, unit cost is $200.90 per share and fair value is $235.00
    per share, note 2. Fair valuation is based upon a market approach using valuation metrics (market price-earnings and market price-book value multiples),
    and changes therein, relative to a peer group of companies established by the underwriters as well as actual transaction prices resulting from limited trading
    
in the security. Significant increases (decreases) in the relative valuation metrics of the peer group companies may result in higher (lower) estimates of fair
   
value. Amount represents 1.15% of net assets.

(e) Securities which have been held for less than one year, not previously disclosed, and not restricted.

(f) At June 30, 2013 the cost of investments for Federal income tax purposes was the same as the cost for financial reporting purposes, aggregate gross
   
unrealized appreciation was $487,233,769 aggregate gross unrealized depreciation was $19,015,818, and net unrealized appreciation was $468,217,951.


Contracts     Value
Put Options (100 shares each)   COMMON STOCK/EXPIRATION DATE/EXERCISE PRICE    (note 1a)
COMMERCIAL AND
P
ROFESSIONAL SERVICES
           

 175

  The ADT Corporation/October 19, 2013/$41.00 (Premium Deposited with Broker $57,665)   66,500
SOFTWARE
AND SERVICES
           
250 eBay Inc./July 20, 2013/$50.00 (Premium Deposited with Broker $46,665) $21,750
 500  

 eBay Inc./July 20, 2013/$52.50

 (Premium Deposited with Broker $112,341)   96,500
TOTAL PUT OPTIONS (Premiums $216,671) $184,750

 

(see notes to unaudited financial statements)



 


 Shares    Shares  
Increases  Transacted    Held  
New Positions        
     Ariad Pharmaceuticals, Inc. 175,000 440,000 (b)
     General Electric Company 550,000 550,000  
     Merck & Co., Inc. 325,000 325,000  
     Occidental Petroleum Corporation   120,000 (b)
     Ultra Petroleum Corp. 178,803 803,803 (b)
Additions        
     The ADT Corporation 20,000 312,500  
     Alpha Natural Resources, Inc. 665,200 1,483,269  
     Bond Street Holdings LLC, Class A 250,000 675,000  
 
Decreases        
Eliminations        
     ABB Ltd. ADR 1,200,000  
Reductions        
     American Express Company 40,000 275,000  
     ASML Holding N.V. 25,000 286,850  
     Celgene Corporation 20,000 100,000  
     Cisco Systems, Inc. 140,000 820,000  
     Diageo plc ADR 50,000 300,000  
     Microsoft Corporation 85,314 709,686  
     Nelnet, Inc. 36,000 551,500  
     PepsiCo, Inc. 10,000 230,000  
     Platinum Underwriters Holdings, Ltd. 35,000 365,000  
     Waste Management, Inc. 210,000 265,000  
       

 

(a) Common shares unless otherwise noted; excludes transactions in Common Stocks - Miscellaneous - Other.
(b) Shares purchased in prior period and previously carried under Common Stocks - Miscellaneous - Other.


The diversification of the Company’s net assets applicable to its Common Stock by industry group as of  June 30, 2013 is shown in the following table.
 
 INDUSTRY CATEGORY   COST(000)    VALUE(000) PERCENT COMMON NET ASSETS*
Financials              
Banks $14,184 $22,740 2.1%
Diversified Financials   33,480   65,538 6.0
  Insurance    75,458      188,316   17.3
  123,122      276,594   25.4
Consumer Discretionary              
Automobiles & Components   34,972   40,398 3.7
Consumer Services   8,679   12,533 1.2
  Retailing   44,128      123,349   11.3
        87,779      176,280    16.2
Consumer Staples        
Food, Beverage & Tobacco   62,643   111,789 10.2
Food & Staples Retailing   12,042     43,620   4.0
        74,685      155,409    14.2
Information Technology        
Semiconductors & Equipment   4,286   22,693 2.1
Software & Services   18,197   24,516 2.2
Technology Hardware & Equipment    73,801     103,811   9.5
 96,284 151,020 13.8
Industrials        
Capital Goods   44,492   54,705 5.0
Commercial & Professional Services    55,270     81,669   7.5
   99,762     136,374   12.5
Energy   102,859   129,009 11.8
Health Care              
Pharmaceuticals, Biotechnology & Life Sciences   55,142   82,257 7.5
Miscellaneous**   50,280   49,817 4.6
Telecommunication Services   13,766   15,036 1.4
Materials    4,232      4,332   0.4
  707,911   1,176,128 107.8
Short-Term Securities   106,871     106,871   9.8
     Total Investments $814,782   1,282,999 117.6
Other Assets and Liabilities - Net     (1,785)   (0.2)
Preferred Stock     (190,117) (17.4)
Net Assets Applicable to Common Stock     $1,091,097   100.0%

 

* Net Assets applicable to the Company’s Common Stock.

** Securities which have been held for less than one year, not previously disclosed, and not restricted.

(see notes to unaudited financial statements)



 


Assets          
INVESTMENTS, AT VALUE (NOTE 1a)          
Common stocks (cost $707,910,509)   $1,176,128,460
  Money market fund (cost $106,871,251)         106,871,251
       Total investments (cost $814,781,760)         1,282,999,711
 
RECEIVABLES AND OTHER ASSETS          
Cash held by custodian in segregated account* $4,818,549      
Dividends, interest and other receivables   1,862,525      
Qualified pension plan asset, net excess funded (note 7)   657,623      
Prepaid expenses and other assets    1,698,418   9,037,115
TOTAL ASSETS     1,292,036,826
 
Liabilities          
Payable for securities purchased   80,997      
Accrued preferred stock dividend not yet declared   219,955      
Outstanding options written, at value (premiums received $216,671)   184,750      
Accrued supplemental pension plan liability (note 7)   5,053,878      
Accrued supplemental thrift plan liability (note 7)   2,804,327      
Accrued expenses and other liabilities   2,478,392      
 
TOTAL LIABILITIES     10,822,299
 
5.95% CUMULATIVE PREFERRED STOCK, SERIES B -          
      7,604,687 shares at a liquidation value of $25 per share (note 5)     190,117,175
 
NET ASSETS APPLICABLE TO COMMON STOCK - 29,516,550 shares (note 5)   $1,091,097,352
 
NET ASSET VALUE PER COMMON SHARE   $36.97
 
Net Assets Applicable To Common Stock          
Common Stock, 29,516,550 shares at par value (note 5) $29,516,550      
Additional paid-in capital (note 5)   550,270,923      
Undistributed net investment income (note 5)   4,723,905      
Undistributed realized gain on investments   51,984,842      
Accumulated other comprehensive loss (note 7)   (7,772,799 )    
Unallocated distributions on Preferred Stock   (5,875,941 )    
  Unrealized appreciation on investments and options written   468,249,872      
 
 
NET ASSETS APPLICABLE TO COMMON STOCK   $1,091,097,352

 

* Collateral for options written.

(see notes to unaudited financial statements)



 


Income            
 
 Dividends (net of foreign withholding taxes of $434,235)       $10,088,039  
Expenses            
Investment research $3,177,167        
Administration and operations   1,769,319        
Office space and general   855,217        
Directors’ fees and expenses   136,303        
Auditing and legal fees   126,000        
Transfer agent, custodian and registrar fees and expenses   108,799        
Miscellaneous taxes   106,143        
Stockholders’ meeting and reports    32,347   6,311,295  
NET INVESTMENT INCOME     3,776,744  
Realized Gain and Change in Unrealized Appreciation on Investments (notes 1, 3 and 4)            
Net realized gain on investments:            
        Securities transactions (long-term except for $1,187,168)   51,460,852        
      Written option transactions (notes 1b and 4)    156,688        
  51,617,540        
      Net increase in unrealized appreciation on investments   77,829,034        
NET GAIN ON INVESTMENTS         129,446,574  
 
DISTRIBUTIONS TO PREFERRED STOCKHOLDERS     (5,655,986 )
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   $127,567,332  

 


  Six Months Ended        
  June 30, 2013     Year Ended  
Operations   (Unaudited)     December 31, 2012  
Net investment income $3,776,744 $6,973,024  
Net realized gain on investments   51,617,540   60,458,284  
Net increase in unrealized appreciation 77,829,034 84,267,705
   133,223,318     151,699,013  
Distributions to Preferred Stockholders:            
From net investment income       (1,205,766 )
From short-term capital gains       (85,020 )
From long-term capital gains       (10,021,186 )
Unallocated distributions    (5,655,986 )    
Decrease in net assets from Preferred distributions    (5,655,986 )   (11,311,972 )
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS   127,567,332     140,387,041  
OTHER COMPREHENSIVE LOSS - Funded status of defined benefit plans (note 7)         (87,605 )
Distributions to Common Stockholders            
From net investment income       (6,109,048 )
From short-term capital gains       (430,801 )
From long-term capital gains (50,405,654 )
DECREASE IN NET ASSETS FROM COMMON DISTRIBUTIONS    —     (56,945,503 )
Capital Share Transactions (Note 5)            
Value of Common Shares issued in payment of dividends and distributions   9,300,595   21,554,674  
Cost of  Common Shares purchased  (1,188,236 ) (36,028,316 )
INCREASE (DECREASE) IN NET ASSETS - CAPITAL TRANSACTIONS    8,112,359     (14,473,642 )
NET INCREASE IN NET ASSETS   135,679,691   68,880,291  
 
Net Assets Applicable to Common Stock            
BEGINNING OF PERIOD   955,417,661     886,537,370  
END OF PERIOD (including undistributed net investment income of $4,723,905 and            
     $947,161, respectively)   $1,091,097,352   $955,417,661  

 

(see notes to unaudited financial statements)



 


The following table shows per share operating performance data, total investment return, ratios and supplemental data for the six months ended
June 30, 2013 and for each year in the five-year period ended December 31, 2012. This information has been derived from information contained in
the financial statements and market price data for the Company’s shares.

Six Months                            
Ended                          
June 30, 2013         Year Ended December 31,        
(Unaudited)   2012   2011 2010   2009   2008  
 
PER SHARE OPERATING PERFORMANCE                              
Net asset value, beginning of period  $32.68  $29.78   $31.26 $27.50    $21.09 $38.10  
Net investment income .13 .24   .18 .19   .11   .42  
Net gain (loss) on securities -                              
    realized and unrealized 4.35 5.05   (.68 ) 4.37   6.94   (16.15 )
  Other comprehensive income (loss)    —      (.10 )  —      .07   (.25 )
 4.48   5.29      (.60 )  4.56    7.12     (15.98 )
Distributions on Preferred Stock:                              
Dividends from net investment income   (.04 )   (.11 ) (.07 )   (.11 )   (.11 )
Distributions from net short-term capital gains   (.01 )   (.01 ) (.03 )   (.05 )    
Distributions from net long-term capital gains   (.34 )   (.26 ) (.27 )   (.19 )   (.27 )
Distributions from return of capital             (.01 )    
  Unallocated  (.19 )  —      —    —      —      
(.19 ) (.39 )    (.38 )  (.37 )    (.36 )   (.38 )
    Total from investment operations 4.29 4.90    (.98 )  4.19    6.76   (16.36 )
Distributions on Common Stock:                              
Dividends from net investment income   (.21 )   (.15 ) (.08 )   (.10 )   (.19 )
Distributions from net short-term capital gains   (.02 )   (.01 ) (.03 )   (.05 )    
Distributions from net long-term capital gains   (1.77 )   (.34 ) (.32 )   (.19 )   (.46 )
Distributions from return of capital  —    —      —    —      (.01 )    
 —    (2.00 )    (.50 )  (.43 )    (.35 )   (.65 )
                                 
Net asset value, end of period  $36.97  $32.68    $29.78  $31.26   $27.50 $21.09  
 
Per share market value, end of period  $31.94 $27.82    $24.91  $26.82    $23.46 $17.40  
TOTAL INVESTMENT RETURN - Stockholder                              
return, based on market price per share 14.81 %* 19.77 %   (5.29 %) 16.24 %   36.86 %   (48.20 %)
 
RATIOS AND SUPPLEMENTAL DATA                              
Net assets applicable to Common Stock,                              
end of period (000’s omitted) $1,091,097 $955,418 $886,537 $950,941 $864,323 $674,598  
Ratio of expenses to average net assets                              
applicable to Common Stock 1.20 %** 1.67 %   1.39 % 1.54 %   1.93 %   0.87 %
Ratio of net income to average net assets                              
applicable to Common Stock 0.72 %** 0.74 %   0.56 % 0.66 %   0.46 %   1.31 %
Portfolio turnover rate 11.29 %* 9.56 %   11.17 % 18.09 %   24.95 %   25.52 %
 
PREFERRED STOCK                              
Liquidation value, end of period (000’s omitted) $190,117 $190,117 $190,117 $190,117 $190,117 $199,617  
Asset coverage 674 % 603 %   566 % 600 %   555 %   438 %
Liquidation preference per share $25.00 $25.00 $25.00 $25.00 $25.00 $25.00  
Market value per share 425.30 $25.54 $25.47 $24.95 $24.53 $21.90  

 

*Not annualized
**Annualized
(see notes to unaudited financial statements)



 


1. SIGNIFICANT ACCOUNTING POLICIES - General American Investors Company, Inc. (the “Company”), established in 1927, is registered
under the Investment Company Act of 1940 as a closed-end, diversified management investment company. It is internally managed by
its officers under the direction of the Board of Directors.
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”)
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
 
a. SECURITY VALUATION Equity securities traded on a national securities exchange are valued at the last reported sales price on the
last business day of the period. Equity securities reported on the NASDAQ national market are valued at the official closing price on
that day. Listed and NASDAQ equity securities for which no sales are reported on that day and other securities traded in the over-
the-counter market are valued at the last bid price (asked price for options written) on the valuation date. Equity securities traded
primarily in foreign markets are valued at the closing price of such securities on their respective exchanges or markets. Corporate
debt securities, domestic and foreign, are generally traded in the over-the-counter market rather than on a securities exchange. The
Company utilizes the latest bid prices provided by independent dealers and information with respect to transactions in such securities
to determine current market value. If, after the close of foreign markets, conditions change significantly, the price of certain foreign
securities may be adjusted to reflect fair value as of the time of the valuation of the portfolio. Investments in money market funds
are valued at their net asset value. Special holdings (restricted securities) and other securities for which quotations are not readily
available are valued at fair value determined in good faith pursuant to specific procedures appropriate to each security as established
by and under the general supervision of the Board of Directors. The determination of fair value involves subjective judgments. As a
result, using fair value to price a security may result in a price materially different from the price used by other investors or the price
that may be realized upon the actual sale of the security.
 
b. OPTIONS The Company may purchase and write (sell) put and call options. The Company typically purchases put options or writes
call options to hedge the value of portfolio investments while it typically purchases call options and writes put options to obtain equity
market exposure under specified circumstances. The risk associated with purchasing an option is that the Company pays a premium
whether or not the option is exercised. Additionally, the Company bears the risk of loss of the premium and a change in market
value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner
as portfolio securities. Premiums received from writing options are reported as a liability on the Statement of Assets and Liabilities.
Those that expire unexercised are treated by the Company on the expiration date as realized gains on written option transactions
in the Statement of Operations. The difference between the premium received and the amount paid on effecting a closing purchase
transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for
the closing purchase transaction, as a realized loss on written option transactions in the Statement of Operations. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Company has
realized a gain or loss on investments in the Statement of Operations. If a put option is exercised, the premium reduces the cost basis
for the securities purchased by the Company and is parenthetically disclosed under cost of investments on the Statement of Assets and
Liabilities. The Company as writer of an option bears the market risk of an unfavorable change in the price of the security underlying
the written option. See Note 4 for written option activity.
 
c. SECURITY TRANSACTIONS AND INVESTMENT INCOME Security transactions are recorded as of the trade date. Dividend income and
distributions to stockholders are recorded as of the ex-dividend dates. Interest income, adjusted for amortization of discount and pre-
mium on investments, is earned from settlement date and is recognized on the accrual basis. Cost of short-term investments represent
amortized cost.
 
d. FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS Portfolio securities and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars based on the exchange rate of such currencies versus U.S. dollars on the date of valuation.
Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at
the exchange rate in effect on the transaction date. Events may impact the availability or reliability of foreign exchange rates used
to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using
procedures established and approved by the Company’s Board of Directors. The Company does not separately report the effect of
changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and
unrealized gain or loss from investments on the Statement of Operations.
 
Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade
and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign
withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and
losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities
held at the end of the reporting period.
 
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S.
companies as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervi-
sion and regulation of foreign securities markets.
 
e. DIVIDENDS AND DISTRIBUTIONS The Company expects to pay dividends of net investment income and distributions of net realized
capital and currency gains, if any, annually to common shareholders and quarterly to preferred shareholders. Dividends and distribu-
tions to common and preferred shareholders, which are determined in accordance with Federal income tax regulations are recorded
on the ex-dividend date. Permanent book/tax differences relating to income and gains are reclassified to paid-in capital as they arise.
 
f. FEDERAL INCOME TAXES The Company’s policy is to fulfill the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute substantially all taxable income to its stockholders. Accordingly, no provision for Federal
income taxes is required. In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, man-
agement has analyzed the Company’s tax positions taken or expected to be taken on Federal and State income tax returns for all open
tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Company’s
financial statements.
 
g. CONTINGENT LIABILITIES Amounts related to contingent liabilities are accrued if it is probable that a liability has been incurred
and an amount is reasonably estimable. Management evaluates whether there are incremental legal or other costs directly associated
with the ultimate resolution of a matter that are reasonably estimable and, if so, they are included in the accrual.
 
h. INDEMNIFICATIONS In the ordinary course of business, the Company enters into contracts that contain a variety of indemnifications.
The Company’s maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses
pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote.

 



 


2. FAIR VALUE MEASUREMENTS - Various data inputs are used in determining the value of the Company’s investments. These inputs are
summarized in a hierarchy consisting of the three broad levels listed below:
 
Level 1 - quoted prices in active markets for identical securities (including money market funds which are valued using amortized cost
and which transact at net asset value, typically $1.00 per share),
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.), and
Level 3 - significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).
 
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those
securities. The following is a summary of the inputs used to value the Company’s net assets as of June 30, 2013:

 

Assets   Level 1   Level 2   Level 3   Total
Common stocks $1,153,108,460 $23,020,000 $1,176,128,460
Money market fund   106,871,251     106,871,251
Total $1,259,979,711 $23,020,000 $1,282,999,711
Liabilities                
Options Written   ($184,750)     ($184,750)
   

 

The aggregate value of Level 3 portfolio investments changed during the six months ended June 30, 2013 as follows:
   Change in portfolio valuations using significant unobservable inputs Level 3
 Fair value at December 31, 2012 $21,218,125
   Purchases 3,623,750
   Net change in unrealized appreciation on investments (1,821,875)
 Fair value at June 30, 2013 $23,020,000
   The decrease in net unrealized appreciation included in the results of operations attributable to
    Level 3 assets held at June 30, 2013 and reported within the caption Net change in  
    unrealized appreciation in the Statement of Operations: ($1,821,875)
    There were no transfers between levels during the period ended June 30, 2013.  

 

3. PURCHASES AND SALES OF SECURITIES - Purchases and sales of securities (other than short-term securities and options) for the six
months ended June 30, 2013 amounted to $126,718,618 and $129,392,754, on long transactions, respectively.
 
4. WRITTEN OPTIONS - The level of activity in written options varies from year to year based upon market conditions. Transactions in
written call options and collateralized put options during the six months ended June 30, 2013 were as follows:

 

Covered Calls   Collateralized Puts
Contracts     Premiums   Contracts     Premiums
Options outstanding, December 31, 2012 300 $104,999 $0     $0
Options written 0   0 3,252   668,440
Options exercised 0   0 (400)     (104,363)
Options terminated in closing purchase transaction (300)     ($104,999) (1,927)     (347,406)
Options outstanding, June 30, 2013 0 $0 925 $216,671
                 

 

The maximum payout for written put options is limited to the number of put option written and the related strike prices,
respectively. At June 30, 2013, the Company had a maximum payout amount of $4,592,500 relating to the value of the underlyings for
the Company’s written put option contracts, which expire over the next four months. Maximum payout amounts could be offset by the
subsequent sale, if any, of assets obtained through the execution of a payout event. The fair value of the written options contracts at
June 30, 2013 is $184,750.
 
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - The authorized capital stock of the Company consists of 50,000,000 shares of Common
Stock, $1.00 par value, and 10,000,000 shares of Preferred Stock, $1.00 par value. With respect to the Common Stock, 29,516,550 shares
were issued and outstanding; 8,000,000 Preferred Shares were originally issued and 7,604,687 were outstanding on June 30, 2013.
 
On September 24, 2003, the Company issued and sold 8,000,000 shares of its 5.95% Cumulative Preferred Stock, Series B in an underwritten
offering. The Preferred Shares were noncallable for the 5 year period ended September 24, 2008 and have a liquidation preference of $25.00 per
share plus accumulated and unpaid dividends to the date of redemption. On December 10, 2008, the Board of Directors authorized the repurchase
of up to 1 million Preferred Shares in the open market at prices below $25.00 per share. To date, 395,313 shares have been repurchased.
 
The Company is required to allocate distributions from long-term capital gains and other types of income proportionately among hold-
ers of shares of Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from
long-term capital gains, they will be paid from ordinary income or net short-term capital gains or will represent a return of capital.
 
Under the Investment Company Act of 1940, the Company is required to maintain an asset coverage of at least 200% of the Preferred
Stock. In addition, pursuant to Moody’s Investor Service, Inc. Rating Agency Guidelines, the Company is required to maintain a certain
discounted asset coverage for its portfolio that equals or exceeds a Basic Maintenance Amount. The Company has met these require-
ments since the issuance of the Preferred Stock. If the Company fails to meet these requirements in the future and does not cure such
failure, the Company may be required to redeem, in whole or in part, shares of Preferred Stock at a redemption price of $25.00 per
share plus accumulated and unpaid dividends. In addition, failure to meet the foregoing asset coverage requirements could restrict the
Company’s ability to pay dividends on shares of Common Stock and could lead to sales of portfolio securities at inopportune times.
 
The holders of Preferred Stock have voting rights equivalent to those of the holders of Common Stock (one vote per share) and, gener-
ally, vote together with the holders of Common Stock as a single class.
Holders of Preferred Stock will elect two members to the Company’s Board of Directors and the holders of Preferred and Common
Stock, voting as a single class, will elect the remaining directors. If the Company fails to pay dividends on the Preferred Stock in an
amount equal to two full years’ dividends, the holders of Preferred Stock will have the right to elect a majority of the directors. In
addition, the Investment Company Act of 1940 requires that approval of the holders of a majority of any outstanding Preferred Shares,
voting separately as a class, would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Stock
and (b) take any action requiring a vote of security holders, including, among other things, changes in the Company’s subclassification
as a closed-end investment company or changes in its fundamental investment policies.

 

10


 


5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS - (Continued from bottom of previous page.)
The Company presents its Preferred Stock, for which its redemption is outside of the Company’s control, outside of the net assets
applicable to Common Stock in the Statement of Assets and Liabilities.
 
Transactions in Common Stock during the six months ended June 30, 2013 and the year ended December 31, 2012 were as follows:

 

Shares   Amount
2013 2012 2013   2012
Shares issued in payment of dividends and distributions          

 

 
(includes 320,048 and 766,116 shares issued from treasury) 320,048 766,116 $320,048 $766,116
Increase in paid-in capital         8,980,547   20,788,558
   Total increase          9,300,595   21,554,674
Shares purchased (at an average discount from net asset value              
of 14.2% and 14.5%, respectively) (37,470) (1,298,533) (37,470)   (1,298,533)
Decrease in paid-in capital         (1,150,766)   (34,729,783)
   Total decrease          (1,188,236)   (36,028,316)
Net increase (decrease)  282,578    (532,417)  $8,112,359 ($14,473,642)

 

At June 30, 2013, the Company held in its treasury 2,464,322 shares of Common Stock with an aggregate cost in the amount of $66,109,001.
 
The tax basis distribution during the year ended December 31, 2012 is as follows: ordinary distributions of $7,830,635 and long-term
capital gains distributions of $60,426,840. As of December 31, 2012, distributable earnings on a tax basis included $295,371 from undis-
tributed net long-term capital gains, $378,924 from undistributed ordinary income and $390,366,710 from net unrealized appreciation
on investments if realized in future years. Reclassifications arising from permanent “book/tax” differences reflect non-tax deductible
expenses and redesignation of dividends incurred during the year ended December 31, 2012. As a result, undistributed net investment
income was increased by $2,804, additional paid-in capital was decreased by $1,318 and accumulated net realized gain on investment
transactions was decreased by $1,486. Net assets were not affected by this reclassification.
 
6. OFFICERS’ COMPENSATION - The aggregate compensation accrued and paid by the Company during the six months ended June 30,
2013 to its officers (identified on back cover) amounted to $2,678,083.
 
7. BENEFIT PLANS - The Company has funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans
that are available to its employees. The pension plans provide defined benefits based on years of service and final average salary with
an offset for a portion of social security covered compensation. The components of the net periodic benefit cost (income) of the plans
for the six months ended June 30, 2013 were:

 

Service cost $227,405  
Interest cost   382,308  
Expected return on plan assets   (493,241)
Amortization of prior service cost   23,294  
Amortization of recognized net actuarial loss   484,319  
Net periodic benefit cost $624,085  

 

The Company recognizes the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the
Statement of Assets and Liabilities and recognizes changes in funded status in the year in which the changes occur through other com-
prehensive income.
 
The Company also has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employ-
ees. The aggregate cost of such plans for the six months ended June 30, 2013 was $485,399. The qualified thrift plan acquired 20,617
shares, sold 28,800 shares and distributed 25,719 shares of the Company’s Common Stock during the six months ended June 30, 2013
and held 450,934 shares of the Company’s Common Stock at June 30, 2013.
 
8. OPERATING LEASE COMMITMENT - In September 2007, the Company entered into an operating lease agreement for office space which
expires in February 2018 and provides for future rental payments in the aggregate amount of approximately $10,755,000, net of con-
struction credits. The lease agreement contains clauses whereby the Company receives free rent for a specified number of months and
credit towards construction of office improvements, and incurs escalations annually relating to operating costs and real property taxes
and to annual rent charges beginning in February 2013. The Company has the option to renew the lease after February 2018 for five
years at market rates. Rental expense approximated $549,600 for the six months ended June 30, 2013. Minimum rental commitments
under the operating lease are approximately $1,183,000 in 2013 through 2017, and $99,000 in 2018.

 


Previous purchases of the Company’s Common and Preferred Stock are set forth in Note 5 on pages 10 and 11. Prospective purchases of Common
and Preferred Stock may be at such times, at such prices, in such amounts and in such manner as the Board of Directors may deem advisable.
 
The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Company’s proxy voting
record for the twelve-month period ended June 30, 2013 are available: (1) without charge, upon request, by calling us at our toll-free telephone num-
ber (1-800-436-8401), (2) on the Company’s website at www.generalamericaninvestors.com and (3) on the Securities and Exchange Commission’s
website at www.sec.gov.
In addition to distributing financial statements as of the end of each quarter, General American Investors files a Quarterly Schedule of Portfolio
Holdings (Form N-Q) with the Securities and Exchange Commission (“SEC”) as of the end of the first and third calendar quarters. The Company’s
Forms N-Q are available at www.generalamericaninvestors.com and on the SEC’s website: www.sec.gov. Also, Forms N-Q may be reviewed and
copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained
by calling 1-800-SEC-0330. A copy of the Company’s Form N-Q may also be obtained by calling us at 1-800-436-8401.
 
On April 15, 2013, the Company submitted a CEO annual certification to the New York Stock Exchange (“NYSE”) on which the Company’s prin-
cipal executive officer certified that he was not aware, as of that date, of any violation by the Company of the NYSE’s Corporate Governance listing
standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Company’s principal executive and
principal financial officer made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q relating to, among other things,
the Company’s disclosure controls and procedures and internal control over financial reporting, as applicable.

 



 

  DIRECTORS
  Spencer Davidson, Chairman
  Sidney R. Knafel, Lead Independent Director
Arthur G. Altschul, Jr. Betsy F. Gotbaum
Rodney B. Berens Daniel M. Neidich
Lewis B. Cullman Jeffrey W. Priest
Gerald M. Edelman Raymond S. Troubh
John D. Gordan, III
 

 

OFFICERS
Jeffrey W. Priest, President and Chief Executive Officer
Andrew V. Vindigni, Senior Vice-President
Craig A. Grassi, Vice-President
Sally A. Lynch, Vice-President
Michael W. Robinson, Vice-President
Eugene S. Stark, Vice-President, Administration, Principal
     Financial Officer & Chief Compliance Officer
Diane G. Radosti, Treasurer
Maureen E. LoBello, Secretary

 

SERVICE COMPANIES
Counsel Transfer Agent and Registrar
Sullivan & Cromwell LLP American Stock Transfer & Trust
  Company, LLC
Independent Auditors 6201 15th Avenue
Ernst & Young LLP Brooklyn, NY 11219
Custodian 1-800-413-5499
State Street Bank and www.amstock.com
Trust Company  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors and Stockholders of
GENERAL AMERICAN INVESTORS COMPANY, INC.
We have reviewed the accompanying statement of assets and liabilities
of General American Investors Company, Inc., (the “Company”) includ-
ing the statements of investments and put options written, as of June 30,
2013, and the related statements of operations and changes in net assets
and financial highlights for the six-month period ended June 30, 2013.
These financial statements and financial highlights are the responsibility
of the Company’s management.
We conducted our review in accordance with the standards of the
Public Company Accounting Oversight Board (United States). A
review of interim financial information consists principally of applying
analytical procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters. It is substantially less
in scope than an audit in accordance with the standards of the Public
Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the interim financial statements referred to above
for them to be in conformity with U.S. generally accepted accounting
principles.
We have previously audited, in accordance with the standards of the
Public Company Accounting Oversight Board, the statement of changes
in net assets for the year ended December 31, 2012 and financial high-
lights for each of the five years in the period then ended and in our report,
dated February 6, 2013 we expressed an unqualified opinion on such
financial statements and financial highlights.
 
New York, New York ERNST & YOUNG LLP
August 2, 2013  

 



ITEM 2. CODE OF ETHICS.

Not applicable to this semi-annual report.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable to this semi-annual report.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable to this semi-annual report.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to this semi-annual report.

ITEM 6. SCHEDULE OF INVESTMENTS

The schedule of investments in securities of unaffiliated issuers is included as part of the report to stockholders filed under Item 1 of this form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable to this semi-annual report.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to this semi-annual report.


 

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END
MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

(a) General American Investors Company, Inc. Common Stock (GAM)

Period (a) Total Number (b) Average Price (c) Total Number of Shares (d) Maximum Number (or Approximate
2013 of shares (or Units) Paid per Share (or Units) Purchased as Part Dollar Value) of Shares (or Units)
  Purchased (or Unit) of Publicly Announced Plans that May Yet Be Purchased Under
      or Programs the Plans or Programs
01/01-01/31 0 0.0000 0 800,285
02/01-02/28 0 0.0000 0 800,285
03/01-03/31 6,366 31.0952 6,366 793,919
04/01-04/30 0 0.0000 0 793,919
05/01-05/31 8,193 32.9336 8,193 785,726
06/01-06/30 22,911 31.4460 22,911 762,815
 
Total for year 37,470   37,470  

 

Note-

The repurchase program which began in March 1995 authorizes the registrant to repurchase the registrant’s common stock when the shares are traded at a discount from the underlying net asset value of at least 8%. As of the beginning of the period, January 1, 2013, there were 800,285 shares available for repurchase under such authorization. As of the end of the period, June 30, 2013, there were 762,815 shares available for repurchase under this program.

 


 

(b) General American Investors Company, Inc. Preferred Stock (GAMpB)

Period (a) Total Number (b) Average Price (c) Total Number of Shares (d) Maximum Number (or Approximate
2013 of shares (or Units) Paid per Share (or Units) Purchased as Part Dollar Value) of Shares (or Units)
  Purchased (or Unit) of Publicly Announced Plans that May Yet Be Purchased Under
      or Programs the Plans or Programs
01/01-01/31 -    - 604,687
02/01-02/28 -   - 604,687
03/01-03/31 -    - 604,687
04/01-04/30 -    - 604,687
05/01-05/31 -    - 604,687
06/01-06/30 -    - 604,687
 
Total 0    0

 

Note-

The Board of Directors has authorized the repurchase of the registrant's preferred stock when the shares are trading at a price not in excess of $25.00 per share. This represents a repurchase program which began on December 10, 2008. As of the beginning of the period, January 1, 2013, there were 604,687 shares available for repurchase under such authorization. As of the end of the period, June 30, 2013, there were 604,687 shares available for repurchase under this program.

 


 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's Board of Directors as set forth in the
registrant's Proxy Statement, dated February 22, 2013.

ITEM 11. CONTROLS AND PROCEDURES.

Conclusions of principal officers concerning controls and procedures

(a) As of June 30, 2013, an evaluation was performed under the supervision and with
the participation of the officers of General American Investors Company, Inc. (the
"Registrant"), including the principal executive officer ("PEO") and principal financial
officer ("PFO"), to assess the effectiveness of the Registrant's disclosure controls and
procedures. Based on that evaluation, the Registrant's officers, including the PEO and
PFO, concluded that, as of June 30, 2013, the Registrant's disclosure controls and
procedures were reasonably designed so as to ensure: (1) that information required
to be disclosed by the Registrant on Form N-CSR is recorded, processed,
summarized and reported within the time periods specified by the rules and forms of
the Securities and Exchange Commission; and (2) that material information relating to
the Registrant is made known to the PEO and PFO as appropriate to allow timely
decisions regarding required disclosure.

(b) There have been no significant changes in the Registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the Registrant's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial reporting.

ITEM 12. EXHIBITS

(a)(1) The code of ethics disclosure required by Item 2 is not applicable to
this semi-annual report.

(a)(2) Certifications of the principal executive officer and the principal
financial officer pursuant to Rule 30a-2(a)under the Investment Company Act of
1940.

(a)(3) There were no written solicitations to purchase securities under Rule
23c-1 under the Investment Company Act of 1940 during the period covered by the
report.

(b) Certifications of the principal executive officer and the principal
financial officer, as required by Rule 30a-2(b) under the Investment Company Act
of 1940.


 

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.

General American Investors Company, Inc.

By:

/s/Eugene S. Stark
Eugene S. Stark

Vice-President, Administration

Date: August 2, 2013

 

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/Jeffrey W. Priest
Jeffrey W. Priest

President and Chief Executive Officer
(Principal Executive Officer)

Date: August 2, 2013

 

By:

/s/Eugene S. Stark
 Eugene S. Stark

Vice-President, Administration
(Principal Financial Officer)

Date: August 2, 2013