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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-03907
Empire Builder Tax Free Bond Fund
--------------------------------------------------
(Exact name of registrant as specified in charter)
3435 Stelzer Rd Columbus, Ohio 43219
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
BISYS Fund Services 3435 Stelzer Rd, Columbus, Ohio 43219
---------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (614) 470-8000
Date of fiscal year end: February 28
Date of reporting period: August 31, 2003
Form N-CSR is to be used by management investment companies to file
reports with the Commission not later than 10 days after the transmission to
stockholders of any report that is required to be transmitted to stockholders
under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
The Commission may use the information provided on Form N-CSR in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form
N-CSR, and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
Item 1. Reports to Stockholders.
[LOGO] Empire Builder
3435 Stelzer Road
Columbus, Ohio 43219
1-800-847-5886
Dear Shareholder,
We are pleased to present The Empire Builder Tax Free Bond Fund
Semi-Annual Report for the six months ended August 31, 2003.
The portfolio continues to have a good year. As of August 31, 2003 the
average maturity of the fund was 5.84 years. We have shortened the average
maturity of the fund because of the low Discount Rate, which the Federal Reserve
Board continued to cut this year and now stands at 1.00%. By shortening the
maturity of the fund, we have reduced our maturity and interest rate risk for
the portfolio. For the period January 1 through August 31, 2003 the Builder
portfolio was up 0.69%, while the Premier portfolio was up 0.91%*.
In our opinion, The Empire Builder Tax-Free Bond Fund is well positioned
for the next six months. The no-load structure continues to offer value to the
shareholder because there is no charge to purchase shares. We also recommend our
automatic investment program (also known as dollar cost averaging**) that allows
you to follow a disciplined investment plan. Please call the customer service
desk at 1-800-847-5886 for information on how to participate. We look forward to
helping you meet your investment needs.
Sincerely,
/s/ Seth M. Glickenhaus
- -----------------------
Seth M. Glickenhaus
President
- -----------------------------------------
*Average Annual Total Return
----------------------------
As of June 30,2003
1 Year 5 Year 10 Year
Builder Class 8.69% 5.39% 5.30%
Premier Class 8.97% 5.69% 5.50%
- -----------------------------------------
For the reporting period March 1, 2003 through August 31, 2003 the Builder Class
was down 0.21% and the Premier Class was down 0.03%.
**Dollar cost averaging does not insure a profit and does not protect against
loss in declining markets. An investor should consider his or her financial
ability to continue making additional investments through periods of low share
price levels.
[LOGO] Empire Builder
This report must be preceded or accompanied by a prospectus. For more complete
information including charges and expenses, please call 1-800-847-5886 to
receive a prospectus. Read the prospectus carefully before investing or sending
money.
The fund's income may be subject to certain state and local taxes and, depending
on your tax status, the federal alternative minimum tax (AMT).
Past performance does not guarantee future results.
Not FDIC insured. May lose value. No bank guarantee.
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003
(Unaudited)
Principal Value
Credit Ratings** Municipal Securities--(93.9%) Amount (Note 2)
- ----------------- ----------------------------- --------- --------
New York City (11.7%)
Aaa/AAA New York City, General Obligation, Series B, 5.25%,
8/1/2017, Callable 8/1/2007 @ 101, (AMBAC) ...................... $ 750,000 $ 795,038
A2/AAA New York City, General Obligation, Series B, 5.125%,
8/1/2019, Callable 8/1/2010 @ 101, (FGIC) ....................... 2,000,000 2,066,180
Aaa/AAA New York City, General Obligation, Series B, 5.375%,
8/1/2022, Callable 8/1/2007 @ 101, (MBIA) ....................... 1,250,000 1,284,762
Aaa/AAA New York City, General Obligation, Series B, Variable Rate, 0.80%,*
10/1/2022, Non Callable, (FGIC) ................................. 6,200,000 6,200,000
Aaa/AAA New York City, Health & Hospitals Corp., Health System Revenue,
Series A, 5.50%, 2/15/2018, Callable 2/15/2012 @ 100, (FSA) ..... 1,000,000 1,068,880
Aaa/AAA New York City, Transitional Finance Authority, Future Tax Revenue,
Series E, 5.25%, 2/1/2021, Callable 2/1/2013 @ 100, (MBIA) ...... 2,000,000 2,067,400
-----------
Total New York City ............................................... 13,482,260
-----------
New York State Agencies (55.3%)
Long Island Power Authority (6.6%)
Aaa/AAA Long Island Power Authority, New York Electric Systems,
Series A, 6.00%, 12/1/2007, Non Callable, (AMBAC) ............... 1,000,000 1,144,320
Aaa/AAA Long Island Power Authority, New York Electric Systems,
Series A, 5.50%, 12/1/2012, Non Callable, Escrow to
Maturity, (FSA) ................................................. 1,210,000 1,369,986
NR/AAA Long Island Power Authority, New York Electric Systems, Series B,
5.25%, 6/1/2014, Non Callable, (XLCA-ICR) ....................... 3,000,000 3,275,310
Aaa/AAA Long Island Power Authority, New York Electric Systems, Series C,
5.00%, 9/1/2028, Callable 9/1/2013 @ 100, (FSA) ................. 1,800,000 1,784,772
-----------
Total Long Island Power Authority ................................. 7,574,388
-----------
New York State Dormitory Authority (31.4%)
A3/AA- Albany County Airport, 5.25%, 4/1/2013,
Callable 4/1/2008 @ 101 ......................................... 1,200,000 1,272,120
Aaa/AAA Augustana Lutheran Home for the Aged, Series A, 5.50%,
8/1/2020, Callable 8/1/2010 @ 101, (MBIA)(FHA) .................. 935,000 976,355
Aaa/AAA Augustana Lutheran Home for the Aged, Series A, 5.50%,
8/1/2030, Callable 8/1/2010 @ 101, (MBIA)(FHA) .................. 750,000 763,425
Aaa/AAA Columbia University, Series B, 5.375%, 7/1/2018, Callable
7/1/2012 @ 100 .................................................. 500,000 536,435
Aaa/AAA Columbia University, Series B, 5.375%, 7/1/2019, Callable
7/1/2012 @ 100 .................................................. 1,000,000 1,069,100
Aaa/AAA Columbia University, Series B, 5.375%, 7/1/2020, Callable
7/1/2012 @ 100 .................................................. 1,000,000 1,065,330
NR/AAA Heritage House Nursing Center, 7.00%, 8/1/2031, Callable
8/1/2004 @100, (FHA) ............................................ 440,000 440,805
A3/A Lease Revenue, Court Facilities, The City of New York Issue,
Series A, 5.375%, 5/15/2021, Callable 5/15/2013 @ 100 ........... 1,000,000 1,013,880
The accompanying notes are an integral part of the financial statements.
3
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003 -- continued
(Unaudited)
Principal Value
Credit Ratings** Municipal Securities--continued Amount (Note 2)
- ----------------- ------------------------------- --------- --------
New York State Agencies--continued
New York State Dormitory Authority--continued
A3/A Lease Revenue, Court Facilities, The City of New York Issue,
Series A, 5.375%, 5/15/2022, Callable 5/15/2013 @ 100 ........... $ 500,000 $ 503,905
A3/A Lease Revenue, Court Facilities, The City of New York Issue,
Series A, 5.375%, 5/15/2023, Callable 5/15/2013 @ 100 ........... 1,000,000 1,003,290
Baa3/AA Long Island University, Series B, 5.25%, 9/1/2028, Callable
9/1/2013 @ 100, (RADIAN) ........................................ 1,500,000 1,497,915
Aaa/AAA Lutheran Medical Center, 5.00%, 8/1/2016, Callable
2/1/2013 @ 100, (MBIA)(FHA) ..................................... 985,000 1,031,640
Aaa/AAA Mt. Sinai School of Medicine, 6.75%, 7/1/2015, Callable
7/1/2004 @ 100, (MBIA) .......................................... 2,250,000 2,254,860
Aaa/AAA New York Medical College, 5.25%, 7/1/2013, Callable
7/1/2008 @ 101, (MBIA) .......................................... 1,015,000 1,090,059
Aaa/AAA New York State Rehabilitation Association, Series A, 3.00%,
7/1/2004, Non Callable, (CIFG) .................................. 600,000 608,886
Aaa/AAA New York University, Series 2, 5.50%, 7/1/2018, Callable
7/1/2011 @ 100, (AMBAC) ......................................... 500,000 533,660
NR/AAA Park Ridge Housing, Inc., 6.375%, 8/1/2020, Callable
8/1/2010 @ 101, (FNMA) .......................................... 1,000,000 1,089,600
NR/AAA Park Ridge Housing, Inc., 6.50%, 8/1/2025, Callable
8/1/2010 @ 101, (FNMA) .......................................... 1,470,000 1,607,842
Aaa/NR Rochester Institute of Technology, 5.25%, 7/1/2016, Callable
7/1/2012 @ 100, (AMBAC) ......................................... 2,045,000 2,189,397
Aaa/NR Rochester Institute of Technology, 5.25%, 7/1/2017, Callable
7/1/2012 @ 100, (AMBAC) ......................................... 2,155,000 2,292,489
Aaa/AAA School Districts Financing, Series C, 5.25%, 4/1/2021, Callable
10/1/2012 @ 100, (MBIA) ......................................... 1,300,000 1,342,575
NR/AAA Service Contracts, Albany County, 5.25%, 4/1/2017, Callable
4/1/2008 @ 101, (MBIA) .......................................... 1,000,000 1,052,810
Aaa/AAA Special Acts School Districts Program, 6.00%, 7/1/2019, Callable
7/1/2005 @ 102, (MBIA) .......................................... 3,540,000 3,844,581
NR/AAA State University, 5.375%, 7/1/2021, Callable
7/1/2008 @ 102, (MBIA) .......................................... 1,190,000 1,236,351
Aaa/AAA State University, Series B, 5.25%, 11/15/2026, Mandatory Put
5/15/2012 @ 100, (AMBAC) ........................................ 700,000 755,160
Aaa/AAA Upstate Community Colleges, Series A, 6.00%, 7/1/2019, Callable
7/1/2010 @ 101, (FSA) ........................................... 1,000,000 1,115,840
Aaa/AAA Upstate Community Colleges, Series A, 6.00%, 7/1/2020, Callable
7/1/2010 @ 101, (FSA) ........................................... 845,000 938,626
NR/AAA Westchester County, Court Facilities, 5.25%, 8/1/2018, Callable
2/1/2009 @ 101, (MBIA) .......................................... 2,800,000 2,937,900
-----------
Total New York State Dormitory Authority .......................... 36,064,836
-----------
The accompanying notes are an integral part of the financial statements.
4
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003 -- continued
(Unaudited)
Principal Value
Credit Ratings** Municipal Securities--continued Amount (Note 2)
- ----------------- ------------------------------- --------- --------
New York State Environmental Facilities Corp. (2.6%)
Aaa/AAA Water Pollution Control Revenue, Revolving Fund, Water Pooled
Loan, 6.60%, 6/15/2009, Pre-Refunded 6/15/2004 @ 101.5,
(POL CTL - SRF) ................................................... $1,200,000 $ 1,269,960
Aaa/AAA Water Pollution Control Revenue, Revolving Fund,
Water Pooled Loan, 5.90%, 1/15/2018, Callable
1/15/2006 @ 102, (POL CTL - SRF) ................................ 725,000 789,438
Aaa/AAA Water Pollution Control Revenue, Revolving Fund,
Water Pooled Loan, 5.90%, 1/15/2018, Pre-Refunded
1/15/2006 @ 102, (POL CTL - SRF) ................................ 785,000 875,746
-----------
Total New York State Environmental Facilities Corp. 2,935,144
-----------
New York State Housing Finance Agency (3.8%)
Aa1/NR Multi-Family Housing, Secured Mortgage Program, 6.45%,
8/15/2014, Callable 2/15/2004 @ 102, (SONYMA) ................... 2,245,000 2,309,387
NR/AA Personal Income Tax Revenue, Economic Development & Housing,
Series A, 5.25%, 9/15/2019, Callable 3/15/2013 @ 100, (MBIA) .... 2,000,000 2,088,380
-----------
Total New York State Housing Finance Agency 4,397,767
-----------
New York State Medical Care Facilities Finance Agency (1.0%)
Aaa/AAA Hospital & Nursing Home, St. Vincent's Hospital Project, 6.20%,
2/15/2021, Callable 2/15/2004 @ 102, (AMBAC)(FHA) ............... 1,060,000 1,100,810
New York State Metropolitan Transportation Authority (5.3%)
Aaa/AAA Triborough Bridge & Tunnel Authority, 5.25%, 11/15/2017,
Callable 11/15/2013 @ 100, (AMBAC) .............................. 3,360,000 3,586,733
AA3/AA- Triborough Bridge & Tunnel Authority, Series B, 5.25%,
11/15/2018, Callable 11/15/2012 @ 100, (General
Obligation of the Authority) .................................... 2,400,000 2,539,752
-----------
Total New York State Metropolitan Transportation Authority 6,126,485
-----------
New York State Thruway Authority (3.7%)
Aaa/AAA Highway & Bridge Trust Fund Bonds, Series A, 5.50%, 4/1/2014,
Callable 4/1/2011 @ 101, (FGIC) ................................. 1,500,000 1,642,440
Aaa/AAA Highway & Bridge Trust Fund Bonds, Series B, 5.25%, 4/1/2017,
Callable 10/1/2011 @ 100, (MBIA) ................................ 2,500,000 2,648,250
-----------
Total New York State Thruway Authority ............................ 4,290,690
-----------
New York State Urban Development Corporation (0.9%)
A3/AA- Empire State Development Corporation, University Facilities Grants,
6.00%, 1/1/2009, Non Callable ................................... 905,000 1,021,971
-----------
Total New York State Agencies ..................................... 63,512,091
-----------
Other New York State Bonds (26.9%)
Aaa/AAA Albany County, Airport Authority, Series A, 4.00%, 12/15/2004,
Non Callable, (FSA) ............................................. 460,000 476,312
The accompanying notes are an integral part of the financial statements.
5
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003 -- continued
(Unaudited)
Principal Value
Credit Ratings** Municipal Securities--continued Amount (Note 2)
- ----------------- ------------------------------- --------- --------
Other New York State Bonds--continued
A3/NR Albany Housing Authority, Limited Obligation, 6.25%, 10/1/2012,
Callable 10/1/2005 @ 102 ........................................ $1,000,000 $ 1,070,230
Aaa/AAA Albany Municipal Water Financial Authority, Series B, 5.00%,
12/1/2033, Callable 12/1/2008 @ 100, (MBIA) ..................... 1,500,000 1,481,445
Aaa/AAA Buffalo Municipal Water Finance Authority, Water System Revenue,
5.75%, 7/1/2019, Callable 7/1/2005 @ 102, (FGIC) ................ 500,000 540,890
Aaa/NR Corning, City School District, General Obligation, 5.00%, 6/15/2012,
Non Callable, (FSA) ............................................. 1,000,000 1,084,160
Aaa/NR Corning, City School District, General Obligation, 5.00%, 6/15/2013,
Callable 6/15/2012 @ 100, (FSA) ................................. 970,000 1,041,916
Aaa/NR Corning, City School District, General Obligation, 5.00%, 6/15/2014,
Callable 6/15/2012 @ 100, (FSA) ................................. 600,000 641,274
Aaa/AAA Evans, General Obligation, 6.80%, 4/15/2012, Non Callable,
(AMBAC) ......................................................... 225,000 272,156
Aaa/AAA Evans, General Obligation, 6.80%, 4/15/2013, Non Callable,
(AMBAC) ......................................................... 225,000 273,056
Aaa/NR Fayetteville Manlius, Central School District, General Obligation,
5.00%, 6/15/2016, Callable 6/15/2012 @ 101, (FGIC) .............. 375,000 396,304
Aaa/NR Ilion, Central School District, General Obligation, Series B, 5.50%,
6/15/2015, Callable 6/15/2012 @ 101, (FGIC) ..................... 550,000 611,837
Aaa/NR Ilion, Central School District, General Obligation, Series B, 5.50%,
6/15/2016, Callable 6/15/2012 @ 101, (FGIC) ..................... 500,000 552,310
NR/AAA Lansing, Central School District, 1.75%, 6/15/2004,
Non Callable, (FSA) ............................................. 1,005,000 1,009,824
NR/AAA Lillian Cooper Housing Development Corporation Mortgage
Revenue, Series A, 7.00%, 1/1/2022, Callable 7/1/2004
@ 100, (FNMA)(FHA) .............................................. 1,100,000 1,106,083
Aa3/AA- Madison County, Industrial Development Agency, Colgate University,
Series B, 5.00%, 7/1/2033, Callable 7/1/2013 @ 100 .............. 1,000,000 975,710
Aaa/NR Madison County, Series B, 2.50%, 10/15/2003, Non Callable,
(AMBAC) ......................................................... 395,000 395,726
Aaa/AAA Mount Sinai Union Free School District, General Obligation, 6.20%,
2/15/2012, Non Callable, (AMBAC) ................................ 1,065,000 1,238,989
Aaa/AAA New York State, 6.00%, Series A, 7/15/2007, Non Callable, (FSA) ... 5,000,000 5,660,249
Aaa/AAA North Hempstead, General Obligation, Series B, 6.375%,
4/1/2009, Non Callable, (FGIC) .................................. 570,000 662,665
Aaa/AAA North Hempstead, General Obligation, Series B, 6.40%, 4/1/2010,
Non Callable, (FGIC) ............................................ 560,000 653,912
NR/AAA Oneida County Industrial Development Agency, Mohawk Valley
Network, St. Luke's Memorial Hospital, 5.00%, 1/1/2013,
Callable 1/1/2008 @ 101, (FSA) .................................. 2,000,000 2,103,599
Aa1/NR Orange County, Series A, 2.00%, 11/1/2003, Non Callable ........... 1,805,000 1,808,031
Aa1/NR Orange County, Series A, 2.50%, 11/1/2004, Non Callable ........... 1,530,000 1,552,629
The accompanying notes are an integral part of the financial statements.
6
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003 -- continued
(Unaudited)
Principal Value
Credit Ratings** Municipal Securities--continued Amount (Note 2)
- ----------------- ------------------------------- --------- --------
Other New York State Bonds--continued
Aaa/NR Oyster Bay, General Obligation, 5.00%, 3/15/2011,
Non Callable, (FSA) ............................................. $ 430,000 $ 467,032
Aaa/NR Southern Cayuga, Central School District, General Obligation,
5.00%, 5/15/2014, Callable 5/15/2012 @ 100, (FSA) ............... 400,000 427,296
Aaa/AAA Suffolk County, General Obligation, Series C, 5.00%, 9/15/2015,
Callable 9/15/2008 @ 101, (FGIC) ................................ 965,000 1,018,278
Aaa/AAA Suffolk County, General Obligation, Series C, 5.00%, 9/15/2016,
Callable 9/15/2008 @ 101, (FGIC) ................................ 550,000 572,924
Aaa/AAA Suffolk County, General Obligation, Series C, 5.00%, 9/15/2017,
Callable 9/15/2008 @ 101, (FGIC) ................................ 480,000 497,160
Aaa/AAA Suffolk County, General Obligation, Series D, 5.00%, 11/1/2015,
Callable 11/1/2008 @ 101, (FGIC) ................................ 1,125,000 1,188,236
Aaa/AAA Suffolk County, General Obligation, Series D, 5.00%, 11/1/2016,
Callable 11/1/2008 @ 101, (FGIC) ................................ 1,110,000 1,157,075
------------
Total Other New York State Bonds .................................. 30,937,308
------------
Total Municipal Securities (Cost $104,937,436)-- 93.9% ............ 107,931,659
------------
Short Term Investments (2.4%)
Dreyfus New York Municipal Cash Management Fund
(Cost $2,810,000) ............................................... 2,810,000 2,810,000
------------
Total Investments (Cost $107,747,436) (a)-- 96.3% ................. $110,741,659
Other assets in excess of liabilities-- 3.7% ...................... 4,258,811
------------
NET ASSETS -- 100.0% .............................................. $115,000,470
============
- ----------
Percentages indicated are based on net assets of $115,000,470.
(a) Represents cost for financial reporting and approximates cost for federal
income tax and differs from fair value by net unrealized
appreciation/depreciation of securities as follows:
Unrealized appreciation $3,445,156
Unrealized depreciation (450,933)
----------
Net unrealized appreciation $2,994,223
==========
* Variable rate instrument. The rate presented represents the rate in effect
at August 31, 2003.
** Credit Ratings given by Moody's Investors Service, Inc. and Standard &
Poor's Corporation.
The accompanying notes are an integral part of the financial statements.
7
THE EMPIRE BUILDER TAX FREE BOND FUND
Portfolio of Investments -- August 31, 2003 -- continued
Moody's Standard & Poor's
Aaa AAA Instrument judged to be of the highest quality
and carrying the smallest amount of investment
risk.
Aa AA Instrument judged to be of high quality by all
standards.
A A Instrument judged to be adequate quality by all
standards.
Baa BBB Instrument judged to be moderate quality by all
standards.
NR NR Not Rated. In the opinion of Glickenhaus & Co.
("Investment Adviser"), instrument judged to be
of comparable investment quality to rated
securities which may be purchased by the Fund.
For items possessing the strongest investment attributes of their category,
Moody's gives that letter rating followed by a number. The Standard & Poor's
ratings may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
Abbreviations used in this statement:
AMBAC Insured as to principal and interest by the American Municipal
Bond Assurance Corporation.
CIFG Insured as to principal and interest by CDC IXIS Financial
Guarantee.
FGIC Insured as to principal and interest by the Financial
Guarantee Insurance Corporation.
FHA Insured by the Federal Housing Administration.
FNMA Insured by the Federal National Mortgage Association.
FSA Insured as to principal and interest by Financial Security
Assurance.
MBIA Insured as to principal and interest by the Municipal Bond
Insurance Association.
POL CTL -- SRF Insured as to principal and interest by Pollution Control
Services.
SONYMA Insured as to principal and interest by the State of New York
Mortgage Association.
RADIAN Insured as to principal and interest by Radian Asset
Assurance.
XLCA -- ICR Insured as to principal and interest by XL Capital Assurance,
Inc.
The accompanying notes are an integral part of the financial statements.
8
THE EMPIRE BUILDER TAX FREE BOND FUND
Statement of Assets and Liabilities
August 31, 2003
(Unaudited)
Assets:
Investments in securities, at value (cost $107,747,436)
(Note 2) $110,741,659
Cash ......................................................... 391,661
Interest and dividend receivable ............................. 1,096,371
Receivable for investments sold .............................. 8,824,331
Prepaid expenses and other assets ............................ 49,607
------------
Total Assets .............................................. 121,103,629
Liabilities:
Dividends payable .............................. $ 64,634
Payable for investments purchased .............. 5,876,314
Advisory fee payable (Note 4) .................. 38,201
Administrative services fee payable (Note 4) ... 2,410
Other accrued expenses ......................... 121,600
-----------
Total Liabilities ......................................... 6,103,159
------------
Net Assets ...................................................... $115,000,470
============
Net Assets:
Net assets consist of:
Capital ...................................................... $110,760,616
Undistributed net investment income .......................... 52,425
Net realized gains from investments .......................... 1,193,206
Net unrealized appreciation from investments ................. 2,994,223
------------
Net Assets ................................................ $115,000,470
============
Builder Class:
Net Assets ..................................... $54,965,330
Shares of beneficial interest outstanding ...... 3,092,502
-----------
Builder Class--offering and redemption
price per share ............................. $ 17.77
===========
Premier Class:
Net Assets ..................................... $60,035,140
Shares of beneficial interest outstanding ...... 3,377,029
-----------
Premier Class--offering and redemption
price per share ............................. $ 17.78
===========
The accompanying notes are an integral part of the financial statements.
9
THE EMPIRE BUILDER TAX FREE BOND FUND
Statement of Operations
For the Period March 1, 2003 through August 31, 2003
(Unaudited)
Investment Income:
Interest ..................................................... $ 2,447,845
Dividend ..................................................... 10,287
-----------
Total Investment Income ...................................... 2,458,132
Expenses:
Advisory fees (Note 4) .......................... $ 231,923
Administrative services fees (Note 4) ........... 100,822
Transfer agency fees (Builder Class) (Note 4) ... 92,379
Transfer agency fees (Premier Class) (Note 4) .. 26,789
Custody fees ................................... 10,376
Fund accounting fees (Note 4) .................. 30,213
Trustees' fees ................................. 14,221
Other fees ..................................... 77,778
-----------
Total Expenses .............................. 584,501
Less: Custody fee credit .................... (6,809)
-----------
Total Net Expenses ........................................... 577,692
-----------
Net Investment Income ........................................... 1,880,440
-----------
Realized/Unrealized Gains (Losses) from Investment
Transactions (Notes 2 and 3)
Net realized gains from investment transactions . 533,710
Change in unrealized appreciation/depreciation
from investment transactions ................. (2,523,023)
----------
Net realized/unrealized losses from investment
transactions ........................................... (1,989,313)
-----------
Change in net assets resulting from operations .................. $ (108,873)
===========
The accompanying notes are an integral part of the financial statements.
10
THE EMPIRE BUILDER TAX FREE BOND FUND
Statements of Changes in Net Assets
For the Period
March 1, 2003
through
August 31, 2003 Year Ended
(Unaudited) February 28, 2003
--------------- -----------------
From Investment Activities:
Operations:
Net investment income ........................................ $ 1,880,440 $ 4,124,066
Net realized gains from investment transactions .............. 533,710 2,419,769
Change in unrealized appreciation/depreciation from
investment transactions ...................................... (2,523,023) 1,026,786
------------- -------------
Change in net assets resulting from operations ...... (108,873) 7,570,621
------------- -------------
Distributions to shareholders from:
Net investment income--Builder Class ......................... (861,789) (1,891,261)
Net investment income--Premier Class ......................... (1,008,276) (2,218,177)
Net realized gains from investment transactions--Builder Class -- (797,828)
Net realized gains from investment transactions--Premier Class -- (851,523)
------------- -------------
Total distributions ................................. (1,870,065) (5,758,789)
------------- -------------
Capital Transactions:
Proceeds from shares issued--Builder Class ................... 1,825,870 3,393,769
Proceeds from shares issued--Premier Class ................... 965,223 1,743,930
Dividends reinvested--Builder Class .......................... 753,056 2,408,830
Dividends reinvested--Premier Class .......................... 849,268 2,672,965
Cost of shares redeemed--Builder Class ....................... (3,347,645) (4,230,739)
Cost of shares redeemed--Premier Class ....................... (1,769,005) (4,260,674)
------------- -------------
Change in net assets from capital share transactions (723,233) 1,728,081
------------- -------------
Change in net assets ................................ (2,702,171) 3,539,913
Net Assets:
Beginning of period .......................................... 117,702,641 114,162,728
------------- -------------
End of period ................................................ $ 115,000,470 $ 117,702,641
============= =============
Share Transactions:
Issued--Builder Class ........................................ 100,566 188,963
Issued--Premier Class ........................................ 52,892 97,318
Reinvested--Builder Class .................................... 41,560 135,373
Reinvested--Premier Class .................................... 46,836 150,184
Redeemed--Builder Class ...................................... (184,717) (237,051)
Redeemed--Premier Class ...................................... (97,604) (237,735)
------------- -------------
Change in shares ............................................. (40,467) 97,052
------------- -------------
Undistributed Net Investment Income .......................... $ 52,425 $ 42,050
============= =============
The accompanying notes are an integral part of the financial statements.
11
THE EMPIRE BUILDER TAX FREE BOND FUND
Financial Highlights
For a share of beneficial interest outstanding throughout each period
For the Period
March 1, 2003 through Year Ended Year Ended Year Ended
August 31, 2003 ----------------- ----------------- -----------------
(Unaudited) February 28, 2003 February 28, 2002 February 28, 2001
----------- ----------------- ----------------- -----------------
Builder Premier Builder Premier Builder Premier Builder Premier
Class Class Class Class Class Class Class Class
------- ------- ------- ------- ------- ------- ------- -------
Net Asset Value,
Beginning of Period ....... $18.08 $18.08 $17.80 $17.80 $17.69 $17.69 $16.32 $16.32
------ ------ ------ ------ ------ ------ ------ ------
Investment Activities:
Net investment income ..... 0.28 0.30 0.61 0.66 0.72 0.77 0.73 0.79
Net realized and
unrealized gains/(losses)
on investments .......... (0.31) (0.30) 0.54 0.54 0.27 0.27 1.37 1.37
------ ------ ------ ------ ------ ------ ------ ------
Total from Investment
Operations ................ (0.03) (0.00) 1.15 1.20 0.99 1.04 2.10 2.16
------ ------ ------ ------ ------ ------ ------ ------
Distributions:
Net Investment Income ..... (0.28) (0.30) (0.61) (0.66) (0.71) (0.76) (0.73) (0.79)
Net realized capital
gains ................... -- -- (0.26) (0.26) (0.17) (0.17) -- --
------ ------ ------ ------ ------ ------ ------ ------
Total distributions ....... (0.28) (0.30) (0.87) (0.92) (0.88) (0.93) (0.73) (0.79)
------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value,
End of Period ............. $17.77 $17.78 $18.08 $18.08 $17.80 $17.80 $17.69 $17.69
====== ====== ====== ====== ====== ====== ====== ======
Total Return ................ (0.21)%(b) (0.03)%(b) 6.62% 6.90% 5.74% 6.01% 13.15% 13.53%
Ratios/Supplementary Data:
Net Assets, End of Period
(in thousands) .......... $54,965 $60,035 $56,677 $61,025 $54,253 $59,910 $53,937 $60,418
Ratios of Net Investment
Income to Average
Net Assets .............. 3.03%(c) 3.26%(c) 3.44% 3.71% 4.04% 4.30% 4.31% 4.65%
Ratios of Expenses to
Average Net Assets ...... 1.09%(c) 0.85%(c) 1.16% 0.89% 1.14% 0.88% 1.20% 0.86%
Ratios of Expenses to
Average Net Assets* ..... 1.10%(c) 0.86%(c) 1.16% 0.89% 1.14% 0.88% 1.22% 0.88%
Portfolio Turnover
Rate (a) .................. 110.09% 110.09% 213.97% 213.97% 98.29% 98.29% 121.96% 121.96%
Year Ended Year Ended
----------------- -----------------
February 28, 2000 February 28, 1999
----------------- -----------------
Builder Premier Builder Premier
Class Class Class Class
------- ------- ------- -------
Net Asset Value,
Beginning of Period ....... $17.88 $17.88 $18.22 $18.22
------ ------ ------- ------
Investment Activities:
Net investment income ..... 0.78 0.84 0.75 0.80
Net realized and
unrealized gains/(losses)
on investments .......... (1.55) (1.56) 0.11 0.12
------ ------ ------- ------
Total from Investment
Operations ................ (0.77) (0.72) 0.86 0.92
------ ------ ------- ------
Distributions:
Net Investment Income ..... (0.76) (0.81) (0.75) (0.81)
Net realized capital
gains ................... (0.03) (0.03) (0.45) (0.45)
------ ------ ------- ------
Total distributions ....... (0.79) (0.84) (1.20) (1.26)
------ ------ ------- ------
Net Asset Value,
End of Period ............. $16.32 $16.32 $ 17.88 $17.88
====== ====== ======= ======
Total Return ................ (4.39)% (4.12)% 4.87% 5.17%
Ratios/Supplementary Data:
Net Assets, End of Period
(in thousands) .......... $50,347 $55,636 $57,610 $63,657
Ratios of Net Investment
Income to Average
Net Assets .............. 4.47% 4.75% 4.15% 4.44%
Ratios of Expenses to
Average Net Assets ...... 1.08% 0.79% 1.11% 0.82%
Ratios of Expenses to
Average Net Assets* ..... 1.12% 0.83% 1.15% 0.86%
Portfolio Turnover
Rate (a) .................. 90.84% 90.84% 174.34% 174.34%
- ----------
* The ratio does not include a reduction of expenses for custodian fee
credits of cash balances maintained with the custodian.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole
without distinguishing between the classes of shares issued.
(b) Not annualized.
(c) Annualized.
The accompanying notes are an integral part of the financial statements.
12
THE EMPIRE BUILDER TAX FREE BOND FUND
Notes to Financial Statements
(Unaudited)
1. Organization:
The Empire Builder Tax Free Bond Fund (the "Fund") was established as a
Massachusetts business trust by an Agreement and Declaration of Trust dated
September 30, 1983. The Fund is registered under the Investment Company Act of
1940, as amended, as an open-end, non-diversified investment company. The Fund
has an unlimited number of shares authorized with no par value.
The Fund offers two classes of shares; the Builder Class and the Premier
Class. Each class of shares outstanding bears the same dividend, liquidation and
other rights and conditions, except that the Builder Class shares and the
Premier Class shares bear separate transfer agency expenses. Each class of
shares has exclusive voting rights with respect to matters affecting only that
class.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements. The policies are in
conformity with accounting principles generally accepted in the United States of
America.
Use of Estimates
Estimates and assumptions are required to be made regarding assets,
liabilities and changes in net assets resulting from operations when financial
statements are prepared. Changes in the economic environment, financial markets
and any other parameters used in determining these estimates could cause actual
results to differ from these amounts.
Security Valuation
Tax-exempt securities for which transaction prices are not readily
available are valued at their fair value as determined by an independent pricing
service approved by the Fund's Board of Trustees. The pricing service uses
information with respect to transactions in bonds, quotations from bond dealers,
market transactions in comparable securities and various relationships between
securities in determining value. The methods used by the pricing service and the
quality of valuations so established are reviewed by officers of the Fund and
the Fund's Investment Adviser, under the general supervision of the Trustees of
the Fund.
Securities for which quotations are readily available are stated at market
value. Short-term debt securities having remaining maturities of sixty (60) days
or less are stated at amortized cost, which approximates market value.
Security Transactions and Investment Income
Security transactions are accounted for on the trade date. Interest
income, which includes amortization of premium and accretion of discounts, is
accrued as earned. Realized gains and losses from security transactions and
unrealized appreciation and depreciation of investments are determined on the
basis of identified cost.
13
THE EMPIRE BUILDER TAX FREE BOND FUND
Notes to Financial Statements -- continued
(Unaudited)
Taxes
The Fund qualifies and intends to continue to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code, and to
distribute substantially all of its tax-exempt and taxable income. Therefore, no
federal income tax provision is required.
In addition, by distributing during each calendar year substantially all
of its net investment income, capital gains and certain other amounts, if any,
the Fund will not be subject to a federal excise tax.
Futures Contracts
The Fund may purchase and sell financial futures contracts, options on
such futures contracts and options on securities indices to hedge against
changes in the value of New York tax-exempt bonds the Fund owns or expects to
purchase. The Fund may also purchase and sell futures and options on U.S.
Treasury securities in order to hedge against interest rate changes or other
general changes in market values.
Upon entering into a futures contract, the Fund is required to deposit
cash or pledge securities in an amount equal to a certain percentage of the
purchase price indicated in the futures contract (initial margin). Subsequent
payments, which are dependent on the daily fluctuations in the value of the
underlying security, are made or received by the Fund each day (daily variation
margin) and are recorded as unrealized gains or losses until the contracts are
closed. The use of futures transactions involves the risk of imperfect
correlation in movements in the price of futures contracts, interest rates and
the underlying hedge assets. No futures were held on August 31, 2003.
Distributions and Dividends
Distributions to shareholders from net investment income are declared
daily and paid monthly. The Fund also distributes at least annually
substantially all net capital gains, if any, realized from portfolio
transactions.
The amounts of distributions from net investment income and net realized
gains are determined in accordance with federal income tax regulations, which
may differ from generally accepted accounting principles. These "book/tax"
differences are either considered temporary or permanent in nature. To the
extent these differences are permanent in nature, such amounts are reclassified
within the composition of net assets based on their federal tax-basis treatment;
temporary differences do not require reclassification.
Determination of Net Asset Value and Allocation of Expenses
In calculating net asset value per share of each class, investment income,
realized/unrealized gains/losses, and expenses, other than class-specific
expenses, are allocated proportionately among both classes daily in relation to
the net assets of the Fund or on another reasonable basis. Expenses specific to
a class are charged to that class.
14
THE EMPIRE BUILDER TAX FREE BOND FUND
Notes to Financial Statements -- continued
(Unaudited)
Other
The Fund maintains a cash balance with its custodian and receives a
reduction of its custody fees and expenses for the amounts of interest earned on
such uninvested cash balance. There was no effect on net investment income. The
Fund could have invested such cash amounts in an income-producing asset if it
had not agreed to a reduction of fees or expenses under the expense offset
arrangement with the Fund's custodian.
3. Purchases and Sales of Investment Securities:
Purchases and sales of investment securities, excluding short-term
investments, during the period ended August 31, 2003, amounted to $116,046,516
and $118,456,979, respectively.
4. Advisory Fees and Other Related Party Transactions:
The Fund retains Glickenhaus & Co. (the "Adviser") to act as investment
adviser pursuant to an Investment Advisory Agreement. As compensation for its
advisory services, the Adviser receives a fee computed daily and paid monthly,
at the annual rates of 0.40% of the first $100,000,000 of average daily net
assets and 0.3333% of any excess over $100,000,000.
Glickenhaus has agreed to a reduction of advisory fees to the extent that
the Fund's expenses, including the advisory fees, exceed 1.50% of the Fund's
average annual net assets. For the period ended August 31, 2003, there was no
reduction of advisory fees pursuant to this agreement.
BISYS Fund Services Limited Partnership ("BISYS" or the "Administrator"),
a wholly-owned subsidiary of The BISYS Group, Inc., serves as the fund's
administrator, transfer agent, fund accountant and assists the Fund in all
aspects of its administration and operation. BISYS is entitled to receive fees
as well as be reimbursed for certain expenses incurred for providing these
services. As compensation for administration and fund accounting services, BISYS
will receive .15% and .03%, respectively, of average daily net assets of the
fund (subject to certain minimum amounts). Fees received for transfer agency
services are class specific and are based on the number of accounts per class.
All fees are accrued daily and paid monthly.
15
[LOGO] Empire Builder
3435 Stelzer Road
Columbus, Ohio 43219
1-800-847-5886
[LOGO] Empire Builder
TAX FREE BOND FUND
Semi-Annual Report
August 31, 2003
Investment Adviser and Distributor
Glickenhaus & Co.
6 East 43rd Street
New York, New York 10017
Administrator
BISYS Fund Services Limited Partnership
3435 Stelzer Road
Columbus, Ohio 43219
Transfer and Shareholder Servicing Agent
BISYS Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219
Custodian
State Street Bank & Trust Co.
800 Pennsylvania Avenue
5th Floor
Kansas City, MO 64105-1307
Legal Counsel
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Independent Accountants
PricewaterhouseCoopers LLP
100 E. Broad Street
Columbus, Ohio 43215
Customer Service
3435 Stelzer Road
Columbus, Ohio 43219
1-800-847-5886
This report is submitted for the information of the shareholders of the Empire
Builder Tax Free Bond Fund. It is not authorized for distribution to prospective
investors in the Fund unless preceded or accompanied by an effective prospectus,
obtainable from an investment dealer, which includes information regarding the
Fund's objectives and policies, record, management, sales commission and other
data.
528179
Item 2. Code of Ethics.
Disclose whether, as of the end of the period covered by the report, the
registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
regardless of whether these individuals are employed by the registrant or
a third party. If the registrant has not adopted such a code of ethics,
explain why it has not done so.
Not applicable - only for annual reports.
Item 3. Audit Committee Financial Expert.
(a) (1) Disclose that the registrant's board of directors has determined
that the registrant either:
(i) Has at least one audit committee financial expert
serving on its audit committee; or
(ii) Does not have an audit committee financial expert
serving on its audit committee.
(2) If the registrant provides the disclosure required by
paragraph (a)(1)(i) of this Item, it must disclose the name of
the audit committee financial expert and whether that person
is "independent." In order to be considered "independent" for
purposes of this Item, a member of an audit committee may not,
other than in his or her capacity as a member of the audit
committee, the board of directors, or any other board
committee:
(i) Accept directly or indirectly any consulting, advisory,
or other compensatory fee from the issuer; or
(ii) Be an "interested person" of the investment company as
defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-
2(a)(19)).
(3) If the registrant provides the disclosure required by
paragraph (a)(1)(ii) of this Item, it must explain why it does
not have an audit committee financial expert.
Not applicable - only for annual reports.
Item 4. Principal Accountant Fees and Services.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for
each of the last two fiscal years for professional services rendered by the
principal accountant for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years.
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees
billed in each of the last two fiscal years for assurance and related services
by the principal accountant that are reasonably related to the performance of
the audit of the registrant's financial statements and are not reported under
paragraph (a) of this Item. Registrants shall describe the nature of the
services comprising the fees disclosed under this category.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in
each of the last two fiscal years for professional services rendered by the
principal accountant for tax compliance, tax advice, and tax planning.
Registrants shall describe the nature of the services comprising the fees
disclosed under this category.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed
in each of the last two fiscal years for products and services provided by the
principal accountant, other than the services reported in paragraphs (a) through
(c) of this Item. Registrants shall describe the nature of the services
comprising the fees disclosed under this category.
(e) (1) Disclose the audit committee's pre-approval policies and
procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs
(b) through (d) of this Item that were approved by the audit committee pursuant
to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) If greater than 50 percent, disclose the percentage of hours expended
on the principal accountant's engagement to audit the registrant's financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant's full-time, permanent
employees.
(g) Disclose the aggregate non-audit fees billed by the registrant's
accountant for services rendered to the registrant, and rendered to the
registrant's investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen by another
investment adviser), and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant for
each of the last two fiscal years of the registrant.
(h) Disclose whether the registrant's audit committee of the board of
directors has considered whether the provision of nonaudit services that were
rendered to the registrant's investment adviser (not including any subadviser
whose role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling, controlled
by, or under common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant's independence.
Not applicable - Only effective for annual reports with periods ending on or
after December 15, 2003.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. [Reserved]
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies.
A closed-end management investment company that is filing an annual report
on this Form N-CSR must, unless it invests exclusively in non-voting securities,
describe the policies and procedures that it uses to determine how to vote
proxies relating to portfolio securities, including the procedures that the
company uses when a vote presents a conflict between the interests of its
shareholders, on the one hand, and those of the company's investment adviser;
principal underwriter; or any affiliated person (as defined in Section 2(a)(3)
of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules
thereunder) of the company, its investment adviser, or its principal
underwriter, on the other. Include any policies and procedures of the company's
investment adviser, or any other third party, that the company uses, or that are
used on the company's behalf, to determine how to vote proxies relating to
portfolio securities. Not applicable.
Item 8. [Reserved]
Item 9. Controls and Procedures.
(a) Disclose the conclusions of the registrant's principal executive and
principal financial officers, or persons performing similar functions, regarding
the effectiveness of the registrant's disclosure controls and procedures (as
defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date
within 90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on the evaluation of these controls and
procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and
Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or
240.15d-15(b)).
In the opinion of the principal executive officer and principal financial
officer, based on their evaluation, the registrant's disclosure controls and
procedures are adequately designed and are operating effectively to ensure (i)
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to them by others within those entities,
particularly during the period in which this report is being prepared; and (ii)
that information required to be disclosed by the registrant on Form N-CSR is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.
(b) Disclose any change in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that
occurred during the registrant's last fiscal half-year (the registrant's second
fiscal half-year in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal control
over financial reporting.
There were no changes in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal half-year
(the registrant's second fiscal half-year in the case of an annual report) that
have materially affected or are reasonably likely to materially affect, the
registrant's internal control over financial reporting.
Item 10. Exhibits.
(a) File the exhibits listed below as part of this Form. Letter or number
the exhibits in the sequence indicated.
(a)(1)Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit. Not applicable -
Only effective for annual reports.
(a)(2)A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2 under
the Act (17 CFR 270.30a-2). Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 are attached hereto.
(b) A separate or combined certification for each principal executive
officer and principal officer of the registrant as required by Rule 30a-2(b)
under the Act of 1940. Certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 are attached hereto.
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.
(Registrant) Empire Builder Tax Free Bond Fund
-------------------------------------------------------------------
By (Signature and Title)* /s/ Troy A. Sheets Troy A. Sheets, Treasurer
------------------------------------------------------
Date 10/23/2003
---------------------------------------------------------------------------
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 (Signature and Title)* /s/ Seth M. Glickenhaus Seth M. Glickenhaus, President
------------------------------------------------------
Date 10/23/2003
---------------------------------------------------------------------------
By (Signature and Title)* /s/ Troy A. Sheets Troy A. Sheets, Treasurer
------------------------------------------------------
Date 10/23/2003
---------------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.