-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HTvLyspXWMLGNO63EEhb5Sk5UkJIJIHKbSgS8OHOccdFMQkGfriDr5JyYK6H8s4x vsxp3Uv6dEz6r+a7qfdTxw== /in/edgar/work/20000710/0000950147-00-001018/0000950147-00-001018.txt : 20000712 0000950147-00-001018.hdr.sgml : 20000712 ACCESSION NUMBER: 0000950147-00-001018 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000430 FILED AS OF DATE: 20000710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVISORS SERIES TRUST CENTRAL INDEX KEY: 0001027596 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-30D SEC ACT: SEC FILE NUMBER: 811-07959 FILM NUMBER: 669940 BUSINESS ADDRESS: STREET 1: 2020 E FINANCIAL WAY SUITE 100 CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 8188521033 MAIL ADDRESS: STREET 1: 2020 E FINANCIAL WAY STREET 2: SUITE 100 CITY: GLENDORA STATE: CA ZIP: 91741 N-30D 1 0001.txt ANNUAL REPORT DATED 04/30/2000 [LOGO] NATIONAL ASSET MANAGEMENT CORE EQUITY FUND ANNUAL REPORT APRIL 30, 2000 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND Dear Fellow Shareholders: We are pleased to provide you with this shareholder update on the performance of the National Asset Management Core Equity Fund. The Fund's inception date was June 2, 1999 and this report covers the first eleven months of the fund's existence through April 30, 2000. The Fund is off to a good start gaining 14.26% since inception. This compares quite favorably to the S&P 500 Index that advanced 13.41% over the same time period. The goal of the Fund is to earn a high total investment return. This goal is pursued by staying fully invested in the stock market and by using two classic investment approaches - both value and growth investing - in the portfolio. This philosophy is implemented by diversifying the portfolio with investments in three different types of stocks: growth, yield, and low P/E. The Fund invests in stocks with these attributes because they each have performed quite well over the long term, while each performs differently during different economic conditions. During most of the eleven-month period of the Fund's existence, the market environment was quite volatile. Large capitalization growth stocks remained in favor while traditional value stocks lagged. Most of the strong performance was limited to a very small group of stocks of which almost all were technology stocks. Even as the Federal Reserve started pushing up interest rates in the fall of 1999, technology stocks continued to soar. Interest rate fears hurt most other sectors of the market and economically sensitive sectors, such as basic materials and transportation stocks, suffered the most. But even technology stocks proved no match for the Federal Reserve's persistence in raising interest rates in order to slow the economy. With valuations reaching record levels in mid-March, fear finally gripped the technology sector of the market as well. What followed was extreme volatility and declines of many technology stocks of 40% or more from their highs. The Fund is broadly diversified across the major sectors of the large capitalization equity market. The largest single sector is the technology sector. The technology stocks in the portfolio are well-established, profitable companies. They are benefiting from the technology and communication revolution taking place in both the domestic and international economies. The Fund also has significant exposure to sectors sometimes described as the "old economy". They include basic materials, capital goods, and energy companies. These stocks performed relatively well when investors began selling expensive technology stocks and looking for cheaper, safer values. 2 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND Our outlook is for continued periods of sharp volatility until the Federal Reserve is satisfied that inflationary pressures are abating. Until then, the tension between fears of a major market decline versus greed associated with missing a good buying opportunity is likely to create large, short-term swings in the market. We believe the portfolio is currently balanced with enough conservative holdings to protect the Fund if fear should gain the upper hand, but also has sufficient exposure to technology stocks should they regain their luster. We thank you for your support and the trust you have expressed in us by investing in the Fund. We look forward to a long and mutually rewarding relationship. Sincerely, NATIONAL ASSET MANAGEMENT EQUITY TEAM Past performance of the Fund and the S&P 500 Index is not predictive of future performance. Fund share values will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original investment. The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy. Indexes are not available for direct investment and do not incur expenses. The information contained in this report is authorized for use when proceeded or accompanied by a prospectus for the Fund. The Fund is distributed by First Fund Distributors, Inc., 4455 E. Camelback Rd., Suite 261E, Phoenix, AZ 85018. 3 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND Comparison of the change in value of a $10,000 investment in the National Asset Management Core Equity Fund versus the S&P 500 Composite Stock Price Index. Total Return(1) Since Inception (6/2/99)........ 14.26% National Asset Management Core S&P 500 Composite Equity Fund Stock Price Index ----------- ----------------- 2 Jun 99 10,000 10,000 31 Jul 99 10,410 10,281 31 Oct 99 10,720 10,584 31 Jan 00 10,915 10,858 30 Apr 00 11,426 11,341 (1) Total return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return is not annualized. Past performance does not predict future performance. The S&P 500 Composite Stock Price Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy. 4 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND SCHEDULE OF INVESTMENTS AT APRIL 30, 2000 - -------------------------------------------------------------------------------- Shares COMMON STOCKS: 99.87% Market Value - -------------------------------------------------------------------------------- BASIC INDUSTRY: 6.70% 1,980 Alcoa Inc........................................... $ 128,453 2,680 Champion International Corporation.................. 176,210 2,440 E. I. du Pont de Nemours and Company................ 115,748 3,480 Praxair, Inc........................................ 154,643 3,550 Williamette Industries, Inc......................... 135,566 ----------- 710,620 ----------- CAPITAL GOODS: 10.00% 2,650 Caterpillar Inc..................................... 104,509 4,510 Deere & Company..................................... 182,090 2,234 General Electric Company............................ 351,297 3,820 Ingersoll-Rand Company.............................. 179,301 3,500 Pitney Bowes Inc.................................... 143,063 910 SPX Corporation*.................................... 99,986 ----------- 1,060,246 ----------- COMMUNICATION: 4.38% 4,105 WorldCom Incorporated*.............................. 186,521 2,860 SBC Communications Inc.............................. 125,304 2,780 Tellabs, Inc.*...................................... 152,379 ----------- 464,204 ----------- CONSUMER CYCLICAL: 12.10% 340 Centex Corporation.................................. 8,203 2,620 Cintas Corporation.................................. 103,818 3,130 Costco Companies, Inc.*............................. 169,216 7,560 Masco Corporation................................... 169,628 3,040 Target Corporation.................................. 202,350 4,756 The Home Depot, Inc................................. 266,633 3,830 The Interpublic Group of Companies, Inc............. 157,030 3,722 Wal-Mart Stores, Inc................................ 206,106 ----------- 1,282,984 ----------- CONSUMER STAPLES: 4.70% 3,720 CVS Corporation..................................... 161,820 2,960 Safeway Inc.*....................................... 130,610 870 The Coca-Cola Company............................... 40,944 5,880 Walgreen Co......................................... 165,375 ----------- 498,749 ----------- 5 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND SCHEDULE OF INVESTMENTS AT APRIL 30, 2000, CONTINUED - -------------------------------------------------------------------------------- Shares Market Value - -------------------------------------------------------------------------------- ENERGY: 7.86% 1,760 Chevron Corporation................................. $ 149,820 1 Conoco Inc. - Class B............................... 12 4,961 Exxon Mobil Corporation............................. 385,408 2,340 Schlumberger Limited................................ 179,156 2,230 Texaco Inc.......................................... 110,385 187 Transocean Sedco Forex Inc.......................... 8,789 ----------- 833,570 ----------- FINANCE: 14.23% 1,900 American General Corporation........................ 106,400 3,005 American International Group, Inc................... 329,611 3,288 Associates First Capital Corporation................ 72,952 3,060 Citigroup Inc....................................... 181,879 1,650 Comerica Incorporated............................... 69,919 2,240 Commerce Bancshares, Inc............................ 69,160 3,060 Fannie Mae.......................................... 184,556 430 Marsh & McLennan Companies, Inc..................... 42,382 2,000 MGIC Investment Corporation......................... 95,625 3,210 Radian Group Inc.................................... 163,509 1,620 The Chase Manhattan Corporation..................... 116,741 1,575 The PMI Group, Inc.................................. 76,289 ----------- 1,509,023 ----------- HEALTHCARE: 9.53% 3,446 Bristol-Myers Squibb Company........................ 180,700 2,060 Johnson & Johnson................................... 169,950 4,940 Medtronic, Inc...................................... 256,570 3,403 Merck & Co, Inc..................................... 236,509 3,960 Pfizer, Inc......................................... 166,815 ----------- 1,010,544 ----------- SERVICES: 6.47% 6,153 Automatic Data Processing........................... 331,108 2,359 Computer Sciences Corporation*...................... 192,406 3,550 Fiserv, Inc.*....................................... 163,078 ----------- 686,592 ----------- 6 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND SCHEDULE OF INVESTMENTS AT APRIL 30, 2000, CONTINUED - -------------------------------------------------------------------------------- Shares Market Value - -------------------------------------------------------------------------------- TECHNOLOGY: 23.90% 3,210 Altera Corporation*................................. $ 328,223 2,990 Applied Materials, Inc.*............................ 304,419 1,400 Applied Micro Circuits Corporation*................. 180,425 6,742 Cisco Systems, Inc.*................................ 467,410 3,160 Intel Corporation................................... 400,728 1,140 Lexmark International, Inc.*........................ 134,520 3,490 Maxim Integrated Products, Inc*..................... 226,196 4,145 Microsoft Corporation*.............................. 289,114 790 Siebel Systems, Inc.*............................... 97,070 1,570 Vitesse Semiconductor Corporation*.................. 106,858 ----------- 2,534,963 ----------- TOTAL COMMON STOCKS (COST $10,198,071): 99.87%........................ 10,591,495 ----------- Principal Amount SHORT-TERM INVESTMENTS: 0.27% - -------------------------------------------------------------------------------- $28,863 Firstar Stellar Treasury Fund (Cost $28,863).................................... 28,863 ----------- Total Investments in Securities (Cost $10,226,934+): 100.14%...................... 10,620,358 Liabilities in Excess of Other Assets: (0.14%)............................. (14,503) ----------- TOTAL NET ASSETS: 100.00%........................... $10,605,855 =========== * Non-income producing security. + At April 30, 2000, the cost of securities for federal tax purposes was $10,232,888. Gross unrealized appreciation and depreciation of securities is as follows: Gross unrealized appreciation....................... $ 730,229 Gross unrealized depreciation....................... (342,759) ----------- Net unrealized appreciation......................... $ 387,470 =========== See accompanying Notes to Financial Statements. 7 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND STATEMENT OF ASSETS AND LIABILITIES AT APRIL 30, 2000 - -------------------------------------------------------------------------------- ASSETS Investments in securities, at value (identified cost $10,226,934)............................... $10,620,358 Receivables Due from Advisor............................................ 572 Securities Sold............................................. 8,370 Dividends and interest ..................................... 8,265 Prepaid expenses ............................................. 2,329 ----------- Total assets............................................ 10,639,894 ----------- LIABILITIES Payables Due to administrator........................................ 2,466 Securities Purchased........................................ 9,275 Accrued expenses.............................................. 22,298 ----------- Total liabilities....................................... 34,039 ----------- NET ASSETS...................................................... $10,605,855 =========== Net asset value, offering and redemption price per share ($10,605,855 / 928,917 shares outstanding; unlimited number of shares authorized, par value $0.01)................. $ 11.42 =========== COMPONENTS OF NET ASSETS Paid-in capital............................................... $10,206,662 Undistributed net investment income........................... 2,555 Accumulated net realized gain on investments.................. 3,214 Net unrealized appreciation on investments.................... 393,424 ----------- Net assets.................................................... $10,605,855 =========== See accompanying Notes to Financial Statements. 8 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 2, 1999* THROUGH APRIL 30, 2000 - -------------------------------------------------------------------------------- INVESTMENT INCOME Income Dividends................................................... $ 19,140 Interest.................................................... 7,559 ----------- Total income........................................... 26,699 ----------- Expenses Organization expense........................................ 30,000 Administration fee (Note 3)................................. 27,369 Professional fees........................................... 20,954 Fund accounting fees........................................ 12,724 Advisory fees (Note 3)...................................... 12,077 Transfer agent fees......................................... 10,711 Custodian fees.............................................. 10,387 Other....................................................... 3,331 Reports to shareholders..................................... 2,737 Trustees' fees.............................................. 2,616 Registration fees........................................... 729 ----------- Total expenses......................................... 133,635 Less, advisory fee waiver and absorption (Note 3)................................. (110,407) ----------- Net expenses........................................... 23,228 ----------- Net investment income.............................. 3,471 ----------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain from security transactions.................. 3,214 Net change in unrealized appreciation on investments.......... 393,424 ----------- Net realized and unrealized gain on investments............. 396,638 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................. $ 400,109 =========== * Commencement of operations. See accompanying Notes to Financial Statements. 9 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND STATEMENT OF CHANGES IN NET ASSETS - -------------------------------------------------------------------------------- June 2, 1999* through April 30, 2000 -------------- INCREASE/(DECREASE) IN NET ASSETS FROM OPERATIONS Net investment income......................................... $ 3,471 Net realized gain from security transactions.................. 3,214 Net change in unrealized appreciation on investments.......... 393,424 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....... 400,109 ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS From net investment income.................................... (916) ----------- CAPITAL SHARE TRANSACTIONS Net increase in net assets derived from net change in outstanding shares (a)..................................... 10,206,662 ----------- TOTAL INCREASE IN NET ASSETS............................... 10,605,855 ----------- NET ASSETS Beginning of period........................................... -- ----------- END OF PERIOD................................................... $10,605,855 =========== (a) A summary of capital shares transactions is as follows: June 2, 1999* through April 30, 2000 ----------------------------- Shares Paid in Capital --------- --------------- Shares sold ................................ 930,366 $10,222,815 Shares redeemed............................. (1,449) (16,153) --------- ----------- Net increase................................ 928,917 $10,206,662 ========= =========== * Commencement of operations. See accompanying Notes to Financial Statements. 10 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND FINANCIAL HIGHLIGHTS FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD - -------------------------------------------------------------------------------- June 2, 1999* through April 30, 2000 -------------- Net asset value, beginning of period.......................... $ 10.00 -------- Income from investment operations: Net investment income....................................... 0.01 Net realized and unrealized gain on investments............. 1.42 -------- Total from investment operations.............................. 1.43 -------- Less distributions: Dividends from net investment income........................ (0.01) -------- Net asset value, end of period................................ $ 11.42 ======== Total return.................................................. 14.26%++ Ratios/supplemental data: Net assets, end of period (000)............................... $ 10,606 Ratio of expenses to average net assets: Before expense reimbursement................................ 5.47%+ After expense reimbursement................................. 0.95%+ Ratio of net investment income to average net assets: After expense reimbursement................................. 0.14%+ Portfolio turnover rate....................................... 20.80% * Commencement of operations. + Annualized. ++ Not Annualized. See accompanying Notes to Financial Statements. 11 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND NOTES TO FINANCIAL STATEMENTS AT APRIL 30, 2000 - -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION The National Asset Management Core Equity Fund (the "Fund") is a series of shares of beneficial interest of Advisors Series Trust (the "Trust"), which is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Fund began operations on June 2, 1999. The investment objective of the Fund is to earn a high total return consisting of capital appreciation and current income by investing in common stocks of large and middle capitalization U. S. companies. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The following is a summary of significant accounting policies consistently followed by the Fund. These policies are in conformity with generally accepted accounting principles. A. SECURITY VALUATION: The Fund's investments are carried at fair value. Securities that are primarily traded on a national securities exchange shall be valued at the last sale price on the exchange on which they are primarily traded on the day of valuation or, if there has been no sale on such day, at the mean between the bid and asked prices. Securities primarily traded in the NASDAQ National Market System for which market quotations are readily available shall be valued at the last sale price on the day of valuation, or if there has been no sale on such day, at the mean between the bid and asked prices. Over-the-counter ("OTC") securities which are not traded in the NASDAQ National Market System shall be valued at the most recent trade price. Securities for which market quotations are not readily available, if any, are valued following procedures approved by the Board of Trustees. Short-term investments are valued at amortized cost, which approximates market value. B. FEDERAL INCOME TAXES: It is the Fund's policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. C. SECURITY TRANSACTIONS, DIVIDENDS AND DISTRIBUTIONS: Security transactions are accounted for on the trade date. Dividend income and 12 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND NOTES TO FINANCIAL STATEMENTS, CONTINUED - -------------------------------------------------------------------------------- distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Realized gains and losses on securities sold are determined on the basis of identified cost. D. USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates. NOTE 3 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES For the period ended April 30, 2000, National Asset Management Corporation (the "Advisor") provided the Fund with investment management services under an Investment Advisory Agreement. The Advisor furnished all investment advice, office space, facilities, and provides most of the personnel needed by the Fund. As compensation for its services, the Advisor is entitled to a monthly fee at the annual rate of 0.50% based upon the average daily net assets of the Fund. For the period ended April 30, 2000, the Fund incurred $12,077 in Advisory Fees. The Fund is responsible for its own operating expenses. The Advisor has agreed to reduce fees payable to it by the Fund and to pay Fund operating expenses to the extent necessary to limit the Fund's aggregate annual operating expenses to 0.95% of average net assets (the "expense cap"). Any such reductions made by the Advisor in its fees or payment of expenses which are the Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so requested by the Advisor, in subsequent fiscal years if the aggregate amount actually paid by the Fund toward the operating expenses for such fiscal year (taking into account the reimbursement) does not exceed the applicable limitation on Fund expenses. The Advisor is permitted to be reimbursed only for fee reductions and expense payments made in the previous three fiscal years, but is permitted to look back five years and four years, respectively, during the initial six years and seventh year of the Fund's operations. Any such reimbursement is also contingent upon Board of Trustees review and approval at the time the reimbursement is made. Such reimbursement may not be paid prior to 13 NATIONAL ASSET MANAGEMENT CORE EQUITY FUND NOTES TO FINANCIAL STATEMENTS, CONTINUED - -------------------------------------------------------------------------------- the Fund's payment of current ordinary operating expenses. For the period ended April 30, 2000, the Advisor reduced its fees and absorbed Fund expenses in the amount of $110,407; no amounts were reimbursed to the Advisor. Investment Company Administration, L.L.C. (the "Administrator") acts as the Fund's Administrator under an Administration Agreement. The Administrator prepares various federal and state regulatory filings, reports and returns for the Fund; prepares reports and materials to be supplied to the Trustees; monitors the activities of the Fund's custodian, transfer agent and accountants; coordinates the preparation and payment of the Fund's expenses and reviews the Fund's expense accruals. For its services, the Administrator receives a monthly fee at the following annual rate: Fund asset level Fee rate - ---------------- -------- Less than $15 million $30,000 $15 million to less than $50 million 0.20% of average daily net assets $50 million to less than $100 million 0.15% of average daily net assets $100 million to less than $150 million 0.10% of average daily net assets More than $150 million 0.05% of average daily net assets First Fund Distributors, Inc. (the "Distributor") acts as the Fund's principal underwriter in a continuous public offering of the Fund's shares. The Distributor is an affiliate of the Administrator. Certain officers of the Fund are also officers and/or directors of the Administrator and the Distributor. Trustees unaffiliated with the Advisor or Administrator are compensated by the Trust at $4,500 per meeting. These fees are allocated to the Fund equally based on the number of Funds in the Trust. NOTE 4 - PURCHASES AND SALES OF SECURITIES For the period ended April 30, 2000, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $10,781,375 and $586,752, respectively. 14 REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Board of Trustees and Shareholders National Asset Management Core Equity Fund In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the National Asset Management Core Equity Fund, series of Advisor Series Trust (the "Fund") at April 30, 2000, and the results of its operations, the changes in its net assets and the financial highlights for the period from June 2, 1999 (commencement of operations) through April 30, 2000, in conformity with accounting principles generally accepted in the United States. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at April 30, 2000 by correspondence with the custodian and brokers, provides a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP New York, New York May 23, 2000 15 ADVISOR National Asset Management Corporation Aegon Center 400 West Market Street, Ste. 2500 Louisville, KY 40202 AUDITOR PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 DISTRIBUTOR First Fund Distributors, Inc. 4455 E. Camelback Rd., Ste. 261E Phoenix, AZ 85018 CUSTODIAN Firstar Institutional Custody Services 425 Walnut Street Cincinnati, OH 45202 TRANSFER AGENT American Data Services, Inc. P.O. Box 5536 Hauppauge, NY 11788-0132 (800) 385-7003 LEGAL COUNSEL Paul, Hastings, Janofsky & Walker LLP 345 California Street, 29th Floor San Francisco, CA 94104 -----END PRIVACY-ENHANCED MESSAGE-----