-----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, LgNEVJB9lUhtcOXUUZQ+/TC8mJro3gQSu72UlnCvriD60W970mZaNaeYC6SY3JSy KFRleNnClKPF8guQZYJnMg== 0000950147-01-500039.txt : 20010122 0000950147-01-500039.hdr.sgml : 20010122 ACCESSION NUMBER: 0000950147-01-500039 CONFORMED SUBMISSION TYPE: N-30D PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001031 FILED AS OF DATE: 20010105 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: 1502667 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 e-6009.txt ANNUAL REPORT FOR THE YEAR ENDED 10/31/00 ELC EDGAR LOMAX VALUE FUND ANNUAL REPORT OCTOBER 31, 2000 EDGAR LOMAX VALUE FUND Annual Report December 18, 2000 Dear Fellow Shareholder: It is with great pleasure that I report to you the successes of the Edgar Lomax Value Fund at a time that may otherwise appear to be a difficult one for stock investing. Specifically, your Fund rose 19.88% from June 30 to October 31 of this year (bringing its assets to $4.8 million) while the S&P 500 index actually declined 1.36%. Furthermore, from its inception on December 12, 1997 through October 31, 2000 (nearly three years), the Fund's average annual total return was 7.79%. In the first ten months of the year 2000, we saw two very different stock market environments. Through mid-March, technology and related stocks rose in almost boundless fashion as investors eagerly bid their prices up. It was believed that these companies' recently high earnings growth rates would continue indefinitely and, thus, justify the rich prices paid for their shares. As it turns out, the S&P 500's record high reached on March 24, 2000 would mark at least a temporary end to this speculation. From that day through October 31, the S&P 500 fell 5.79%. The resulting flow of money toward less "glamorous" but, we believe, more dependable "Old Economy" stocks lifted your Fund to a 15.55% gain over the same period. We have consistently focused on the actual business results of the companies in which we invest, rather than the movement of their stock prices. As a result, during the period that "growth" (specifically, high-tech) investing seemed the only show in town, we steadily accumulated the "bargain-priced" shares of quality companies such as Honeywell. Very recently, not only have investors in general begun to reward these undervalued companies but, in the case of Honeywell, its shares rose just over 50% in the month of October as General Electric decided to buy the company. The sharp price swings in the stock market again remind all of us of the risks of equity investing. Our philosophy is that we should minimize these fluctuations to the extent possible, while still delivering the above-average returns you expect from stock investing. In simple terms, we do this by investing in large, asset-rich (and increasingly profitable) companies at times when most investors seem to be ignoring these financial facts. Consequently, we are given a bargain opportunity in exchange for simply having the confidence to wait for stock prices to reflect corporate values as, in the long run, they inevitably will. As always, we greatly appreciate your investment in the Edgar Lomax Value Fund. You can be sure that we are committed to serving you in the best way we know how. Cordially, /s/ Randall R. Eley Randall R. Eley EDGAR LOMAX VALUE FUND - -------------------------------------------------------------------------------- EDGAR LOMAX VALUE FUND Comparison of the change in value of a $10,000 investment in the Edgar Lomax Value Fund versus the S&P 500 Composite Stock Price Index, the S&P/Barra Value Index and the Lipper Large Cap Value Fund Index. Average Annual Total Return(1) One year......................3.65% Since inception (12/12/97)....7.79%
Edgar Lomax S & P 500 Composite S & P 500 Lipper Large Cap Value Fund Stock Price Index Barra Value Index Value Fund Index ---------- ----------------- ----------------- ---------------- 12-Dec-97 $10,000 $10,000 $10,000 $10,000 31-Jan-98 $ 9,949 $10,303 $10,062 $10,129 30-Apr-98 $11,150 $11,724 $11,499 $11,390 31-Jul-98 $10,619 $11,864 $11,175 $11,208 31-Oct-98 $10,789 $11,679 $10,727 $10,955 31-Jan-99 $11,031 $13,650 $11,918 $12,158 30-Apr-99 $12,770 $14,282 $13,051 $12,962 31-Jul-99 $12,517 $14,254 $12,858 $12,924 31-Oct-99 $11,981 $14,675 $12,722 $12,808 31-Jan-00 $11,038 $15,055 $13,862 $12,688 30-Apr-00 $11,276 $15,723 $14,254 $13,120 31-Jul-00 $10,758 $14,676 $14,009 $12,926 31-Oct-00 $12,418 $14,702 $15,224 $13,566
- -------------------------------------------------------------------------------- Past performance is no guarantee of future results. Share value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than the original investment. An Index does not incur expenses and is not available for investment. *The S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks designed to represent the broad domestic economy. *The S&P/Barra Value Index is an unmanaged capitalization-weighted index that contains approximately 50% of the stocks in the S&P 500 with lower price-to-book ratios. *The Lipper Large Cap Value Fund Index consists of the largest value funds as tracked by Lipper Inc. Large Cap Value funds seek long-term growth of capital of investing in companies that are considered to be undervalued relative to a major unmanaged stock index based on price-to-current earnings, book value, asset value, or other factors. (1) Average Annual Total Return represents the average change in account value over the periods indicated. This page left intentionally blank. This page left intentionally blank. 2 EDGAR LOMAX VALUE FUND SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000 - -------------------------------------------------------------------------------- Shares COMMON STOCKS: 98.65% Market Value - -------------------------------------------------------------------------------- AEROSPACE/DEFENSE: 4.06% 2,700 General Dynamics Corporation...................... $ 193,219 ----------- AUTOMOBILES: 3.82% 2,925 General Motors Corporation........................ 181,716 ----------- BANKS - MONEY CENTER: 5.04% 1,450 J.P. Morgan & Co., Incorporated................... 239,975 ----------- CHEMICALS: 5.32% 3,438 E. I. du Pont de Nemours and Company.............. 155,999 3,175 The Dow Chemical Company.......................... 97,234 ----------- 253,233 ----------- CHEMICALS - SPECIALTY: 1.34% 3,800 International Flavors & Fragrances, Inc........... 63,650 ----------- ELECTRIC COMPANIES: 7.68% 4,475 American Electric Power Company, Inc.............. 185,712 6,125 The Southern Company.............................. 179,922 ----------- 365,634 ----------- ELECTRICAL EQUIPMENT: 5.27% 2,465 Honeywell, Inc.................................... 132,648 3,000 Rockwell International Corporation................ 117,938 ----------- 250,586 ----------- ELECTRONICS - DEFENSE: 3.90% 5,800 Raytheon Company, Class A......................... 185,600 ----------- INSURANCE - LIFE/HEALTH: 3.21% 1,900 American General Corporation...................... 152,950 ----------- INSURANCE - MULTI-LINE: 9.37% 1,825 CIGNA Corporation................................. 222,559 3,000 The Hartford Financial Services Group, Inc........ 223,312 ----------- 445,871 ----------- 3 EDGAR LOMAX VALUE FUND SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000, CONTINUED - -------------------------------------------------------------------------------- Shares Market Value - -------------------------------------------------------------------------------- LEISURE TIME - PRODUCTS: 2.61% 6,400 Brunswick Corporation............................. $ 124,400 ----------- MACHINERY - DIVERSIFIED: 3.61% 4,900 Caterpillar Inc................................... 171,806 ----------- MANUFACTURING - DIVERSIFIED: 4.67% 2,300 Minnesota Mining and Manufacturing Company........ 222,237 ----------- NATURAL GAS: 5.55% 3,500 The Coastal Corporation........................... 264,031 ----------- OIL - INTERNATIONAL INTEGRATED: 3.09% 1,650 Exxon Mobil Corporation........................... 147,159 ----------- PAPER & FOREST PRODUCTS: 2.39% 3,100 International Paper Company....................... 113,538 ----------- PHOTOGRAPHY/IMAGING: 2.62% 2,775 Eastman Kodak Company............................. 124,528 ----------- RAILROADS: 5.37% 5,900 Burlington Northern Inc........................... 156,719 7,000 Norfolk Southern Corporation...................... 98,875 ----------- 255,594 ----------- RETAIL - GENERAL MERCHANDISE: 2.43% 4,400 The May Department Stores Company................. 115,500 ----------- RETAIL - SPECIALTY/RETAIL: 3.50% 6,600 The Limited, Inc.................................. 166,650 ----------- TELECOMMUNICATIONS - LONG DISTANCE: 0.54% 1,100 AT&T Corp......................................... 25,506 ----------- 4 EDGAR LOMAX VALUE FUND SCHEDULE OF INVESTMENTS AT OCTOBER 31, 2000, CONTINUED - -------------------------------------------------------------------------------- Shares Market Value - -------------------------------------------------------------------------------- TELEPHONE: 7.76% 4,100 SBC Communications Inc............................ $ 236,519 2,300 Verizon Corporation............................... 132,969 ----------- 369,488 ----------- TOBACCO: 5.50% 7,150 Philip Morris Companies Inc....................... 261,869 ----------- Total Common Stocks (Cost $4,420,559+)............ 4,694,740 ----------- Principal Amount SHORT-TERM INVESTMENTS: 1.63% - -------------------------------------------------------------------------------- $77,675 Firstar Stellar Treasury Fund (Cost $77,675)...... 77,675 ----------- Total Investments in Securities (Cost $4,498,234): 100.28%...................... 4,772,415 Liabilities in Excess of Other Assets: (0.28%).... (13,243) ----------- Total Net Assets: 100.00%......................... $ 4,759,172 =========== + At October 31, 2000, the cost of securities for Federal tax purposes was $4,508,382. Gross unrealized appreciation and depreciation of securities is as follows: Gross unrealized appreciation.............................. $ 726,340 Gross unrealized depreciation.............................. (462,307) ----------- Net unrealized appreciation................................ $ 264,033 =========== See accompanying Notes to Financial Statements. 5 EDGAR LOMAX VALUE FUND STATEMENT OF ASSETS AND LIABILITIES AT OCTOBER 31, 2000 - -------------------------------------------------------------------------------- ASSETS Investments in securities, at value (identified cost of $4,498,234) ............................... $4,772,415 Receivables Due from Advisor ............................................. 1,741 Dividends and interest ....................................... 6,053 Fund shares sold ............................................. 200 Prepaid expenses ............................................... 1,446 ---------- Total assets ............................................... 4,781,855 ---------- LIABILITIES Accrued expenses ............................................... 22,683 ---------- Total liabilities .......................................... 22,683 ---------- NET ASSETS ...................................................... $4,759,172 ========== NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE ($4,759,172 / 413,065 shares outstanding; unlimited number of shares [par value $0.01] authorized) ....... $ 11.52 ========== COMPONENTS OF NET ASSETS Paid-in capital ................................................ $4,333,633 Undistributed net investment income ............................ 46,220 Accumulated net realized gain on investments ................... 105,138 Net unrealized appreciation on investments ..................... 274,181 ---------- Net assets ................................................. $4,759,172 ========== See accompanying Notes to Financial Statements. 6 EDGAR LOMAX VALUE FUND STATEMENT OF OPERATIONS - FOR THE YEAR ENDED OCTOBER 31, 2000 - -------------------------------------------------------------------------------- INVESTMENT INCOME Income Dividends .................................................... $ 112,130 Interest ..................................................... 2,992 --------- Total income ............................................... 115,122 --------- Expenses Advisory fees (Note 3) ....................................... 38,679 Administration fees (Note 3) ................................. 30,082 Professional fees ............................................ 21,363 Fund accounting fees ......................................... 20,751 Transfer agent fees .......................................... 13,538 Custody fees ................................................. 5,614 Trustee fees ................................................. 3,671 Other ........................................................ 1,465 Registration fees ............................................ 2,643 Insurance expense ............................................ 1,136 --------- Total expenses ............................................. 138,942 Less, advisory fee waiver and absorption (Note 3) .......... (71,048) --------- Net expenses ............................................... 67,894 --------- NET INVESTMENT INCOME ................................... $ 47,228 --------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS Net realized gain from security transactions ................... 116,193 Net change in unrealized appreciation on investments ........... 15,417 --------- Net realized and unrealized gain on investments ............ 131,610 --------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS .... $ 178,838 ========= See accompanying Notes to Financial Statements. 7 EDGAR LOMAX VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
Year Year Ended Ended October 31, October 31, 2000 1999 ----------- ----------- INCREASE IN NET ASSETS FROM OPERATIONS Net investment income ................................ $ 47,228 $ 30,291 Net realized gain on security transactions ........... 116,193 217,244 Net change in unrealized appreciation on investments . 15,417 91,218 ----------- ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS 178,838 338,753 ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS From net investment income ........................... (36,575) (21,112) From net realized gains .............................. (218,064) (12,685) ----------- ----------- Total dividends and distibution to shareholders .... (254,639) (33,797) ----------- ----------- TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST Net increase in net assets derived from net change in outstanding shares (a) ............ 568,395 667,788 ----------- ----------- TOTAL INCREASE IN NET ASSETS ....................... 492,594 972,744 NET ASSETS Beginning of year ...................................... 4,266,578 3,293,834 ----------- ----------- END OF YEAR ............................................ $ 4,759,172 $ 4,266,578 =========== ===========
(a) A summary of share transactions is as follows:
Year Year Ended Ended October 31, 2000 October 31, 1999 ----------------------- ----------------------- Shares Paid in Capital Shares Paid in Capital ------ --------------- ------ --------------- Shares sold ................................... 78,917 $ 840,075 69,273 $ 835,121 Shares issued on reinvestments of distributions 4,763 51,488 782 8,441 Shares redeemed ............................... (30,703) (323,168) (15,423) (175,774) ------ --------- ------ --------- Net increase .................................. 52,977 $ 568,395 54,632 $ 667,788 ====== ========= ====== =========
See accompanying Notes to Financial Statements. 8 EDGAR LOMAX VALUE FUND FINANCIAL HIGHLIGHTS FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD - --------------------------------------------------------------------------------
December 12, Year Year 1997* Ended Ended through October 31, October 31, October 31, 2000 1999 1998 --------- --------- --------- Net asset value, beginning of period ............... $ 11.85 $ 10.78 $ 10.00 --------- --------- --------- Income from investment operations: Net investment income ............................ 0.12 0.08 0.07 Net realized and unrealized gain on investments .. 0.26 1.10 0.72 --------- --------- --------- Total from investment operations ................... 0.38 1.18 0.79 --------- --------- --------- Less distributions: From net investment income ....................... (0.10) (0.07) (0.01) From net realized gains .......................... (0.61) (0.04) 0.00 --------- --------- --------- Total distributions ................................ (0.71) (0.11) (0.01) --------- --------- --------- Net asset value, end of period ..................... $ 11.52 $ 11.85 $ 10.78 ========= ========= ========= TOTAL RETURN ....................................... 3.65% 11.05% 7.89%++ RATIOS/SUPPLEMENTAL DATA: Net assets, end of period (thousands) .............. $ 4,759 $ 4,267 $ 3,294 Ratio of expenses to average net assets: Before expense reimbursement ..................... 3.59% 3.63% 4.67%+ After expense reimbursement ...................... 1.75% 1.75% 1.75%+ Ratio of net investment income to average net assets After expense reimbursement ...................... 1.22% 0.81% 0.81%+ Portfolio turnover rate ............................ 47.43% 41.85% 32.71%
* Commencement of operations. + Annualized. ++ Not Annualized. See accompanying Notes to Financial Statements. 9 EDGAR LOMAX VALUE FUND NOTES TO FINANCIAL STATEMENTS AT OCTOBER 31, 2000 - -------------------------------------------------------------------------------- NOTE 1 - ORGANIZATION The Edgar Lomax Value 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's investment objective is to seek growth of capital, with a secondary objective of providing income. The Fund began operations on December 12, 1997. 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 are 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 on the NASDAQ National Market System for which market quotations are readily available are 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 are valued at the most recent traded 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 distributions to shareholders 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 year ended October 31, 2000, The Edgar Lomax Company (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 1.00% based upon the average daily net assets of the Fund. For the year ended October 31, 2000, the Fund incurred $38,679 in Advisory Fees. 10 EDGAR LOMAX VALUE FUND NOTES TO FINANCIAL STATEMENTS, continued - -------------------------------------------------------------------------------- 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 1.75% of average net assets (the "expense cap"). Any such reduction 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 a Fund's payment of current ordinary operating expenses. For the year ended October 31, 2000, the Advisor reduced its fees and absorbed Fund expenses in the amount of $71,048; no amounts were reimbursed to the Advisor. Cumulative expenses subject to recapture pursuant to the aforementioned conditions amounted to $210,097. 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 Funds; 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 Fund 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. NOTE 4 - SECURITIES TRANSACTIONS For the year ended October 31, 2000, the cost of purchases and the proceeds from sales of securities, excluding short-term securities, were $2,180,608 and $1,848,072, respectively. 11 REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- To the Board of Trustees and Shareholders of Edgar Lomax Value 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 Edgar Lomax Value Fund (the "Fund") at October 31, 2000, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. 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 audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, 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 audits, which included confirmation of securities at October 31, 2000 by correspondence with the custodian, provide a reasonable basis for our opinion. The financial highlights for the period prior from December 12, 1997 through October 31, 1998, were audited by other independent accountants whose report dated December 4, 1998 expressed an unqualified opinion on those financial statements. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York December 5, 2000 12 TAX DESIGNATION The Fund hereby designates $160,044 as a capital gain dividend for the year ended October 31, 2000 under Section 852(b)(3)(c) of the Internal Revenue Code. 13 ADVISOR The Edgar Lomax Company 6564 Loisdale Court, Suite 310 Springfield, VA 22150 www.edgarlomax.cihost.com 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 ICA Fund Services Corp. 4455 E. Camelback Rd., Ste. 261E Phoenix, AZ 85018 (800) 385-7003 INDEPENDENT ACCOUNTANTS PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, NY 10036 LEGAL COUNSEL Paul, Hastings, Janofsky & Walker LLP 345 California Street, 29th Floor San Francisco, CA 94104 -----END PRIVACY-ENHANCED MESSAGE-----