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 811-9084
The Weiss Fund
---------------------------------------------------
(Exact name of registrant as specified in charter)
4600 E. Park Drive, Suite 201
Palm Beach Gardens, FL 33410
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(Address of principal executive offices) (Zip code)
Jeffrey Wilson
4600 E. Park Drive, Suite 201
Palm Beach Gardens, FL 33410
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(Name and address of agent for service)
Registrant's telephone number, including area code: 561-627-3300
Date of fiscal year end: December 31, 2003
Date of reporting period: June 30, 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. Section 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
THE WEISS FUND
August 5, 2003
A LETTER FROM THE PRESIDENT
Dear Shareholder,
It is with pleasure that I present the Semi-Annual Report for the six-month
period ended June 30, 2003, for the Weiss Fund, consisting of the Weiss Treasury
Only Money Market Fund.
The year so far has proved to be extremely volatile for the financial and
global markets, with several sharp, choppy rallies amidst a relatively flat
market. In the first half of the year, both domestic and international markets
experienced several down turns largely in response to the beginning of the
second gulf war, and as the headlines changed, so did the markets. Other forces
including growing corporate bankruptcies, lousy earnings, and poor corporate
fundamentals also added fuel to an already existing economic fire. And the
Federal Reserve Board's June 25 Fed Funds rate cut to 1.00% made little to no
impact, in our opinion, on a struggling U.S. economy.
There are other indicators, such as rising unemployment -- still at its
highest levels since 1983 -- which points to a market recovery that may be
sometime away. According to the Bureau of Labor Statistics, unemployment
remained at an alarming rate of 6.2 percent in July 2003; and the number of
unemployed persons at 9.1 million. Unemployment claims filed was at 388,000.
What this tells us, simply, is that economic growth in the months ahead is still
likely to be weak.
The goal of the Weiss Treasury Money Markey Fund remains unchanged: Seeking
maximum current income consistent with preservation of capital. We seek to
achieve this goal each day by investing exclusively in U.S. Treasury securities,
which are direct obligations of the U.S. Treasury, and repurchase agreements
secured by such obligations.
As always, we look forward to continuing to serve our Fund shareholders'
best interest in the year ahead, and we thank you for your continued trust.
Should you have any questions about the Weiss Fund, please call upon a Fund
representative at 800-430-9617.
Sincerely,
/s/ Martin D. Weiss, Ph.D.
Martin D. Weiss, Ph.D.
President
The Weiss Fund
THE WEISS FUND
WEISS TREASURY ONLY MONEY MARKET FUND
STATEMENT OF NET ASSETS, JUNE 30, 2003
(UNAUDITED)
<Table>
<Caption>
DESCRIPTION AND PERCENTAGE OF PORTFOLIO PAR (000) VALUE
- --------------------------------------- --------- ------------
U.S. TREASURY BILLS -- 76.0%
0.950%, due 07/03/03................................... $25,000 $ 24,998,681
1.100%, due 07/03/03................................... 25,000 24,998,472
0.825%, due 07/10/03................................... 20,000 19,995,875
1.045%, due 07/17/03................................... 15,000 14,993,033
1.020%, due 08/21/03................................... 25,000 24,963,875
1.050%, due 08/28/03................................... 25,000 24,957,708
------------
TOTAL U.S. TREASURY BILLS (COST $134,907,644)............... 134,907,644
------------
REPURCHASE AGREEMENT -- 23.4%
PNC Capital Markets Repurchase Agreement 1.31%, due
07/01/03 (dated 06/30/03; proceeds $41,501,510,
collateralized by $40,940,000 U.S. Treasury Notes,
1.875% due 09/30/04, valued at $41,707,788) (Cost
$41,500,000)........................................... 41,500 41,500,000
------------
<Caption>
SHARES
---------
SHORT-TERM INVESTMENT -- 0.8%
BlackRock Provident Institutional Funds -- T-Fund (Cost
$1,500,952)............................................ 1,501 1,500,952
------------
TOTAL INVESTMENTS -- 100.2% (COST $177,908,596*)............ 177,908,596
LIABILITIES IN EXCESS OF OTHER ASSETS -- (0.2%)
Accrued Advisory Expense.................................. (103,970)
Accrued Administrative Expense............................ (22,026)
Accrued Custody Expense................................... (5,916)
Accrued Transfer Agent Expense............................ (31,650)
Other Liabilities......................................... (119,604)
Other Assets.............................................. 9,212
------------
(273,954)
------------
NET ASSETS -- 100.0% (Equivalent to $1.00 per share based on
177,635,040 shares of capital stock outstanding).......... $177,634,642
============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($177,634,642 / 177,635,040 shares outstanding)........... $ 1.00
============
</Table>
- ------------
* Aggregate cost for federal income tax purposes is substantially the same.
See accompanying notes to financial statements.
1
THE WEISS FUND
WEISS TREASURY ONLY MONEY MARKET FUND
STATEMENT OF OPERATIONS
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2003
(UNAUDITED)
<Table>
INVESTMENT INCOME:
Interest.................................................. $1,665,931
----------
EXPENSES:
Investment advisory fees.................................. 683,437
Administration fees....................................... 125,518
Transfer agent fees....................................... 80,956
Registration and filing fees.............................. 17,253
Legal fees................................................ 20,157
Custodian fees............................................ 19,087
Printing fees............................................. 13,849
Insurance fees............................................ 6,770
Audit fees................................................ 6,214
Trustees' fees............................................ 5,781
Miscellaneous expense..................................... 476
----------
979,498
Less: expenses waived and reimbursed...................... (124,726)
----------
Total expenses......................................... 854,772
----------
Net investment income.................................. 811,159
----------
Net Realized Gain on Investment Securities............. 250
----------
Net increase in net assets resulting from operations... $ 811,409
==========
</Table>
See accompanying notes to financial statements.
2
THE WEISS FUND
WEISS TREASURY ONLY MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE SIX-MONTH
PERIOD ENDED FOR THE
JUNE 30, 2003 YEAR ENDED
(UNAUDITED) DECEMBER 31, 2002
------------------ ------------------
INCREASE (DECREASE) IN NET ASSETS FROM:
Operations:
Net investment income................................ $ 811,159 $ 2,116,927
Net unrealized and realized gain on investment
securities......................................... 250 --
------------ ------------
Net increase in net assets resulting from
operations......................................... 811,409 2,116,927
Distributions:
From net investment income ($.003 and $.01 per share,
respectively)...................................... (811,159) (2,116,927)
Capital share transactions:
Net increase from capital share transactions......... (4,924,945) 45,423,490
------------ ------------
Total increase in net assets......................... (4,924,695) 45,423,490
NET ASSETS
Beginning of year....................................... 182,559,337 137,135,847
------------ ------------
End of year............................................. $177,634,642 $182,559,337
============ ============
</Table>
See accompanying notes to financial statements.
3
THE WEISS FUND
WEISS TREASURY ONLY MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD OR YEAR
<Table>
<Caption>
FOR THE SIX-MONTH
PERIOD ENDED FOR THE YEAR ENDED DECEMBER 31,
JUNE 30, 2003 ---------------------------------------------------
(UNAUDITED) 2002 2001 2000 1999 1998
----------------- -------- -------- -------- -------- -------
NET ASSET VALUE, BEGINNING
OF PERIOD OR YEAR....... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------- -------- -------- -------- -------- -------
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income... 0.00 0.01 0.03 0.06 0.04 0.05
-------- -------- -------- -------- -------- -------
LESS DISTRIBUTIONS:
From net investment
income............... 0.00 (0.01) (0.03) (0.06) (0.04) (0.05)
-------- -------- -------- -------- -------- -------
NET ASSET VALUE, END OF
PERIOD.................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
======== ======== ======== ======== ======== =======
TOTAL RETURN.............. 0.30% 1.14% 3.54% 5.65% 4.35% 4.67%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year
(000)................... $177,635 $182,559 $137,136 $130,053 $118,930 $69,049
Ratio of expenses to
average net assets(1)... 0.63%* 0.60% 0.59% 0.50% 0.50% 0.53%
Ratio of net investment
income to average net
assets(2)............... 0.59%* 1.11% 3.48% 5.51% 4.24% 4.55%
</Table>
- ------------
(*) Annualized
(1) Expense ratios before waivers and reimbursement of expenses for the period
ended June 30, 2003, and the years ended December 31, 2002, 2001, 2000, 1999
and 1998 would have been 0.72%, 0.82%, 0.87%, 0.90%, 0.92% and 1.14%,
respectively.
(2) Net investment income ratios before waivers and reimbursement of expenses
for the period ended June 30, 2003, and the years ended December 31, 2002,
2001, 2000, 1999 and 1998 would have been 0.50%, 0.89%, 3.20%, 5.11%, 3.82%
and 3.94%, respectively.
See accompanying notes to financial statements.
4
THE WEISS FUND
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
1. FUND ORGANIZATION
The Weiss Fund (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company.
The Trust was organized as a Massachusetts business trust on August 10, 1995 as
Weiss Treasury Fund. The Trust is a series fund that is authorized to issue
shares of beneficial interest in the Weiss Treasury Only Money Market Fund (the
"Fund"). The Fund commenced operations on June 28, 1996.
The Board of Trustees of the Trust oversees the business affairs of the Trust
and is responsible for significant decisions relating to the Fund's investment
objectives and policies. The Trustees delegate the day-to-day management of the
Fund to the officers of the Trust.
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 preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
Portfolio Valuation: The Fund's securities are valued at amortized cost.
Amortized cost valuation involves valuing an instrument at its cost initially
and, thereafter, assuming a constant amortization to maturity of any applicable
discount or premium.
Security Transactions and Investment Income: Security transactions are recorded
on the trade date. Realized gains and losses on investments sold are recorded on
the identified cost basis. Interest income, including the accretion of discount
and amortization of premium, is accrued daily. The Fund's expenses are also
accrued daily. Net investment income for the Fund consists of all interest
income accrued on the Fund's assets, less accrued expenses.
Dividends and Distributions to Shareholders: Dividends from the Fund's net
investment income are declared daily and paid monthly. The Fund intends to pay
accrued dividends on the last business day of each month. The Fund may make an
additional distribution of income and gains if necessary to satisfy a calendar
year excise tax distribution requirement. The tax character of all distributions
paid during 2003 and 2002 was ordinary income.
Federal Income Taxes: The Fund is classified as a separate taxable entity for
Federal income tax purposes. The Fund intends to qualify as a "regulated
investment company" under the Internal Revenue Code and make the requisite
distributions to its shareholders that will be sufficient to relieve it from
Federal income tax and Federal excise tax. Therefore, no Federal tax provision
is required. Net investment income and short-term capital gains, if any, are
taxed as ordinary income. Income and capital gains of the Fund are determined in
accordance with both tax regulations and accounting principles generally
accepted in the United States of America. Such determinations may result in
temporary and permanent differences between tax basis earnings and earnings
reported for
5
THE WEISS FUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
financial statement purposes. These reclassifications, which have no impact on
the net asset value of the Fund, are primarily attributable to certain
differences in computation of distributable income and capital gains.
Repurchase Agreements: The Fund may agree to purchase money market instruments
subject to the seller's agreement to repurchase them at an agreed upon date and
price. The seller, under a repurchase agreement, will be required on a daily
basis to maintain the value of the securities subject to the agreement at no
less than the repurchase price. In connection therewith, the Trust's Custodian
receives and holds collateral of not less than 100.5% of the repurchase price
plus accrued interest. If the value of the collateral falls below this amount,
the Trust will require the seller to deposit additional collateral.
3. INVESTMENT MANAGER, DISTRIBUTOR, ADMINISTRATOR, AND OTHER RELATED PARTY
TRANSACTIONS
Weiss Money Management, Inc. (the "Manager") serves as the Investment Manager to
the Fund. Under an investment advisory agreement with the Trust, on behalf of
the Fund, the Manager provides continuous advice and recommendations concerning
the Fund's investments. To compensate the Manager for its services, the Fund
agreed to pay monthly a fee at the annual rate of 0.50% of average daily net
assets. The Manager may from time to time waive all or a portion of its fees
payable by the Fund. Certain officers of the Manager serve as President, Vice
President, Secretary, Treasurer and Trustee to the Trust.
Delray Financial Corp. serves as sub-advisor to the Fund. To compensate the
sub-advisor for its services, the Manager pays a quarterly fee at a rate of 10%
of the fee received by the Manager in that same quarter.
Weiss Funds, Inc. (the "Distributor"), a registered broker-dealer and wholly
owned subsidiary of the Manager, serves as the Trust's Distributor.
PFPC Inc. ("PFPC"), an indirect wholly-owned subsidiary of PNC Bank, serves as
the Trust's Administrator and, in that capacity, performs various administrative
and accounting services for the Fund. PFPC also serves as the Trust's Transfer
Agent, dividend disbursing agent and registrar. PFPC Trust Company serves as the
Custodian for the Fund's portfolio securities and cash. An officer of PFPC
serves as Assistant Treasurer of the Trust.
For the period ended April 30, 2003, the Manager contractually agreed to limit
the Fund's expense ratio to 0.60% (exclusive of extraordinary and certain other
expenses). Effective May 1, 2003, the Manager has contractually agreed to limit
the Fund's expense ratio to 0.68% through April 30, 2004 (exclusive of
extraordinary and certain other expenses). In order to maintain this ratio, the
Manager has waived a portion of its fees, which amounted to $124,726.
Dechert LLP serves as legal counsel to the Trust.
Each non-interested Trustee receives an annual fee of $1,500, $500 for each
Board meeting attended, $250 for each Audit Committee or other meeting attended,
plus reimbursement of out-of-pocket expenses for serving in that capacity. No
person who is an officer, trustee, or employee of the Manager, Distributor,
Administrator, or of any parent or subsidiary thereof, who serves as officer,
trustee, or employee of the Trust receives any compensation from the Trust.
6
THE WEISS FUND
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
4. NET ASSETS
At June 30, 2003, the Fund's net assets consisted of:
<Table>
Paid in Capital.......................... $177,635,040
Undistributed net investment income...... --
Accumulated net realized loss on
investments............................ (398)
Unrealized depreciation on investments... --
------------
$177,634,642
============
</Table>
5. SHARES OF BENEFICIAL INTEREST
The Trust's Declaration of Trust authorizes the Board of Trustees to issue an
unlimited number of shares of beneficial interest each having $0.01 par value.
Transactions in capital shares for the six-month period ended June 30, 2003 and
the year ended December 31, 2002, respectively, are summarized below.
<Table>
<Caption>
SIX-MONTH
PERIOD ENDED JUNE 30, 2003
(UNAUDITED) YEAR ENDED DECEMBER 31, 2002
----------------------------- -----------------------------
SHARES VALUE SHARES VALUE
------------ ------------- ------------ -------------
Shares sold.................. 945,223,485 $ 945,223,485 568,191,640 $ 568,191,640
Shares....................... 692,452 692,452 2,051,250 2,051,250
Shares repurchased........... (950,840,882) (950,840,882) (524,819,400) (524,819,400)
------------ ------------- ------------ -------------
Net increase................. (4,924,945) $ (4,924,945) 45,423,490 $ 45,423,490
============ ============= ============ =============
</Table>
6. CAPITAL LOSS CARRYOVER
The Fund has a capital loss carryover of $648 that expires in 2006.
7
THE WEISS FUND
SUPPLEMENTAL INFORMATION -- FUND MANAGEMENT
(UNAUDITED)
Information pertaining to the Trustees and officers* of the Trust is set forth
below. The statement of additional information (SAI) includes additional
information about the Trustees and is available without charge, upon request, by
calling (800) 289-8100.
<Table>
<Caption>
- ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF
PORTFOLIOS OTHER
IN FUND TRUSTEESHIPS/
TERM OF OFFICE COMPLEX DIRECTORSHIPS
NAME, (AGE), ADDRESS AND AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
POSITION(S) WITH TRUST TIME SERVED(1) DURING PAST 5 YEARS BY TRUSTEE TRUSTEE
- ------------------------ -------------- ----------------------- ---------- -----------------
- ---------------------------------------------------------------------------------------------------------------------------------
DISINTERESTED TRUSTEES
- ---------------------------------------------------------------------------------------------------------------------------------
Ester S. Gordon, 60, Trustee since President, Esther's Natural, Inc. (November 1 None
4600 E. Park Drive, November 30, 1995 1999 - present) (vitamin and supplements
Suite 201, distributor); Office Manager, Nutrition S'Mart
Palm Beach Gardens, FL (February 2001 - present) (natural food market).
33410
Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
Robert Z. Lehrer, 68, Trustee since President, Wyndmoor Sales Co. Inc. 1 None
4600 E. Park Drive, November 30, 1995 (1985 - present) (textiles).
Suite 201,
Palm Beach Gardens, FL
33410
Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
Donald Wilk, 64, Trustee since President, Donald Wilk Corporation 1 None
4600 E. Park Drive November 30, 1995 (1990 - present) (computer sales and credit card
Suite 201, processing).
Palm Beach Gardens, FL
33410
Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEES(2)
- ---------------------------------------------------------------------------------------------------------------------------------
Martin D. Weiss, 55, Trustee since Editor of "Safe Money Report"; President and 1 Director,
4600 E. Park Drive, November 30, 1995, Director, Weiss Group, Inc. (1971 - present); Weiss Research,
Suite 201, President since Sole Director, the Manager (November Inc.
Palm Beach Gardens, FL November 19, 2001 1980 - present).
33410
President and Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
Dana Nicholas, 43, Vice President, Vice President, Weiss Group, Inc. (November 1 None
4600 E. Park Drive, Secretary and 1994 - present); President, the Manager (October
Suite 201, Trustee since 2001 - present); Vice President, Weiss Research,
Palm Beach Gardens, FL April 18, 2002 Inc. (November 1994 - October 2001)
33410
Vice President, Secretary
and Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
OFFICER(S) WHO ARE NOT TRUSTEES
- ---------------------------------------------------------------------------------------------------------------------------------
John D. Leavitt, 45, Treasurer since Controller and Corporate Treasurer, the Manager 1 None
4600 E. Park Drive, April 28, 2003 (January 2001 - present); Director of
Suite 201, Accounting, OutSource International (November
Palm Beach Gardens, FL 1998 - December 2000); Division Controller,
33410 Motorola, Inc. (March 1996 - November 1998)
Treasurer
- ---------------------------------------------------------------------------------------------------------------------------------
Charles D. Curtis, Jr., 47, Assistant Vice President and Director of Accounting, PFPC, 1 None
103 Bellevue Parkway, Treasurer since Inc. (1991 - present)
Wilmington, DE 19809 December 31, 2002
Assistant Treasurer
- ---------------------------------------------------------------------------------------------------------------------------------
</Table>
* The term "officer" means the president, vice president, secretary, treasurer,
controller or any other officer who performs a policy making function.
(1) Each Trustee and officer serves for an indefinite term, until his/her
successor is duly elected and qualified.
(2) Dr. Weiss and Ms. Nicholas are deemed to be "interested persons" of the
Trust within the meaning of Section 2(a)(19) of the 1940 Act by virtue of
their employment by the Manager.
8
LOGO
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
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.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or
persons performing similar functions, have concluded that the registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR
270.30a-3(c))) are effective, as of a date within 90 days of the filing
date of the report that includes the disclosure required by this
paragraph, based on their evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 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)).
(b) There were no changes in the registrant's internal control over financial
reporting (as defined in Rule 30a-3(d) under the 1940 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.
ITEM 10. EXHIBITS.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 are attached hereto.
(b) 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) The Weiss Fund
------------------------------------------------------------------
By (Signature and Title)* /s/ Martin Weiss
-----------------------------------------------------
Martin Weiss, President
(principal executive officer)
Date August 21, 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/ Martin Weiss
-----------------------------------------------------
Martin Weiss, President
(principal executive officer)
Date August 21, 2003
--------------------------------------------------------------------------
By (Signature and Title)* /s/ John D. Leavitt
-----------------------------------------------------
John D. Leavitt, Treasurer
(principal financial officer)
Date August 21, 2003
--------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.