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 811-21117
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UBS Credit & Recovery Fund L.L.C.
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(Exact name of registrant as specified in charter)
1285 Avenue of the Americas, 37th Floor
New York, NY 10019
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(Address of principal executive offices) (Zip code)
Mark D. Goldstein, Esq.
c/o UBS Financial Services, Inc.
1285 Avenue of the Americas
New York, NY 10019
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(Name and address of agent for service)
registrant's telephone number, including area code: 212-713-9036
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Date of fiscal year end: December 31, 2003
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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. ss. 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
UBS CREDIT & RECOVERY FUND, L.L.C.
FINANCIAL STATEMENTS
(UNAUDITED)
SEMI-ANNUAL REPORT
FOR THE SIX MONTHS ENDED
JUNE 30, 2003
UBS CREDIT & RECOVERY FUND, L.L.C
FINANCIAL STATEMENTS
(UNAUDITED)
SEMI ANNUAL REPORT
FOR THE SIX MONTHS ENDED
JUNE 30, 2003
CONTENTS
Statement of Assets, Liabilities and Members' Capital..........................1
Statement of Operations........................................................2
Statements of Changes in Members' Capital......................................3
Statement of Cash Flows........................................................4
Notes to Financial Statements..................................................5
UBS CREDIT & RECOVERY FUND, L.L.C.
STATEMENT OF ASSETS, LIABILITIES AND MEMBERS' CAPITAL
(UNAUDITED)
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JUNE 30, 2003
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ASSETS
Investments in funds, at value (cost $55,450,000) $ 62,859,117
Cash and cash equivalents 12,512,289
Interest receivable 710
Other assets 1,528
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TOTAL ASSETS 75,373,644
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LIABILITIES
Payables:
Organization costs 140,852
Investment Management fee 87,959
Professional fees 33,467
Administrator fee 18,198
Administration fee 10,741
Other 6,966
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TOTAL LIABILITIES 298,183
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NET ASSETS $ 75,075,461
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MEMBERS' CAPITAL
Represented by:
Net capital contributions $ 67,666,344
Accumulated net unrealized appreciation on investments 7,409,117
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TOTAL MEMBERS' CAPITAL $ 75,075,461
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The accompanying notes are an integral part of these financial statements.
1
UBS CREDIT & RECOVERY FUND, L.L.C.
STATEMENT OF OPERATIONS
(UNAUDITED)
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SIX MONTHS ENDED JUNE 30, 2003
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INVESTMENT INCOME
Interest $ 17,447
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TOTAL INVESTMENT INCOME 17,447
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EXPENSES
Investment Management fee 401,002
Organization costs 84,176
Administrator fee 82,966
Professional fees 69,838
Administration fee 23,761
Miscellaneous 8,340
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TOTAL EXPENSES 670,083
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NET INVESTMENT LOSS (652,636)
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UNREALIZED GAIN FROM INVESTMENTS
Change in net unrealized appreciation/depreciation
from investments 6,387,830
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NET UNREALIZED GAIN FROM INVESTMENTS 6,387,830
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NET INCREASE IN MEMBERS' CAPITAL
DERIVED FROM OPERATIONS $ 5,735,194
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The accompanying notes are an integral part of these financial statements.
2
UBS CREDIT & RECOVERY FUND, L.L.C.
STATEMENTS OF CHANGES IN MEMBERS' CAPITAL
SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) AND THE PERIOD ENDED DECEMBER 31, 2002
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UBS FUND
ADVISOR, L.L.C. MEMBERS TOTAL
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MEMBERS' CAPITAL AT AUGUST 1, 2002 $ -- $ -- $ --
(COMMENCEMENT OF OPERATIONS)
INCREASE (DECREASE) FROM OPERATIONS
Pro rata allocation:
Net investment loss (5,042) (270,575) (275,617)
Change in net unrealized
appreciation/depreciation from investments 37,749 983,538 1,021,287
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NET INCREASE IN MEMBERS' CAPITAL
DERIVED FROM OPERATIONS 32,707 712,963 745,670
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MEMBERS' CAPITAL TRANSACTIONS
Proceeds from Members' subscriptions 1,000,000 30,466,286 31,466,286
Offering costs (45) (1,289) (1,334)
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NET INCREASE IN MEMBERS' CAPITAL
DERIVED FROM CAPITAL TRANSACTIONS 999,955 30,464,997 31,464,952
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MEMBERS' CAPITAL AT DECEMBER 31, 2002 $ 1,032,662 $ 31,177,960 $ 32,210,622
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INCREASE (DECREASE) FROM OPERATIONS
Pro rata allocation:
Net investment loss (2,280) (650,356) (652,636)
Change in net unrealized
appreciation/depreciation from investments 121,621 6,266,209 6,387,830
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NET INCREASE IN MEMBERS' CAPITAL
DERIVED FROM OPERATIONS 119,341 5,615,853 5,735,194
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MEMBERS' CAPITAL TRANSACTIONS
Proceeds from Members' subscriptions -- 37,129,683 37,129,683
Offering costs (1) (37) (38)
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NET INCEASE (DECREASE) IN MEMBERS' CAPITAL DERIVED
FROM CAPITAL TRANSACTIONS (1) 37,129,646 37,129,645
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MEMBERS' CAPITAL AT JUNE 30, 2003 $ 1,152,002 $ 73,923,459 $ 75,075,461
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The accompanying notes are an integral part of these financial statements.
3
UBS CREDIT & RECOVERY FUND, L.L.C.
STATEMENT OF CASH FLOWS
(UNAUDITED)
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SIX MONTHS ENDED JUNE 30, 2003
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CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in Members' capital derived from operations $ 5,735,194
Adjustments to reconcile net increase in Members' capital derived from operations
to net cash used in operating activities:
Purchases of investments (26,250,000)
Change in net unrealized appreciation/depreciation on investments (6,387,830)
Changes in assets and liabilities:
Increase (decrease) in assets:
Interest receivable 199
Other assets (1,528)
Increase (decrease) in payables:
Organization costs 84,176
Investment Management fee 50,719
Professional fees 5,413
Administrator fee 10,493
Administration fee (767)
Insurance (10,500)
Other 523
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NET CASH USED IN OPERATING ACTIVITIES (26,763,908)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Members' subscriptions 37,129,683
Offering costs (38)
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NET CASH PROVIDED BY FINANCING ACTIVITIES 37,129,645
Net increase in cash and cash equivalents 10,365,737
Cash and cash equivalents--beginning of period 2,146,552
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CASH AND CASH EQUIVALENTS--END OF PERIOD $ 12,512,289
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The accompanying notes are an integral part of these financial statements.
4
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
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JUNE 30, 2003
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1. ORGANIZATION
UBS Credit & Recovery Fund, L.L.C. (formerly, UBS PW Credit & Recovery
Fund, L.L.C.) (the "Fund") was organized as a limited liability company
under the laws of Delaware on April 30, 2002. The Fund is registered
under the Investment Company Act of 1940, as amended (the "1940 Act"),
as a closed-end, non-diversified, management investment company. The
Fund's investment objective is to maximize total return over the
long-term. The Fund is a multi-manager fund that seeks to achieve its
objective by deploying its assets primarily among a select group of
portfolio managers who invest in debt and, to a lesser extent, equity
securities ("Obligations"), to take advantage of market opportunities
and pricing inefficiencies between the perceived value of an Obligation
and its market value. Generally, such portfolio managers conduct their
investment programs through unregistered investment funds
(collectively, the "Investment Funds"), in which the Fund invests as a
limited partner or Member along with other investors. The Fund
commenced operations on August 1, 2002.
The Fund's Board of Directors (the "Directors") has overall
responsibility to manage and control the business affairs of the Fund,
including the exclusive authority to oversee and to establish policies
regarding the management, conduct and operation of the Fund's business.
The Directors have engaged UBS Fund Advisor, L.L.C. (formerly, PW Fund
Advisor, L.L.C.) ("UBSFA", the "Adviser" and, when providing services
under the Administration Agreement, the "Administrator") a Delaware
limited liability company, to provide investment advice regarding the
selection of Investment Funds and the responsibility of the day-to-day
management of the Fund.
The Adviser is an indirect wholly-owned subsidiary of UBS Americas,
Inc., which is an indirect wholly-owned subsidiary of UBS AG. The
Adviser is registered as an investment adviser under the Advisers Act
of 1940, as amended.
Initial and additional applications for interests by eligible investors
may be accepted at such times as the Adviser may determine and are
generally accepted monthly. The Fund reserves the right to reject any
application for interests in the Fund.
The Fund from time to time may offer to repurchase interests pursuant
to written tenders to Members. These repurchases will be made at such
times and on such terms as may be determined by the Directors, in their
complete and exclusive discretion. The Adviser expects that it will
recommend to the Directors that the Fund offer to repurchase interests
from Members in December 2003 and annually thereafter in December.
Members can only transfer or assign their membership interests (i) by
operation of law pursuant to the death, bankruptcy, insolvency or
dissolution of a Member, or (ii) with the written approval of the
Directors, which may be withheld in their sole and absolute discretion.
2. SIGNIFICANT ACCOUNTING POLICIES
A. PORTFOLIO VALUATION
Net asset value of the Fund is determined by or at the direction of the
Adviser as of the close of business at the end of any fiscal period in
accordance with the valuation principles set forth below or as may be
5
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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JUNE 30, 2003
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2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A. PORTFOLIO VALUATION (CONTINUED)
determined from time to time pursuant to policies established by the
Directors. The Fund's investments in Investment Funds are subject to
the terms and conditions of the respective operating agreements and
offering memoranda, as appropriate. The Fund's investments in the
Investment Funds are carried at fair value as determined by the Fund's
pro-rata interest in the net assets of each Investment Fund. All
valuations utilize financial information supplied by each Investment
Fund and are net of management and performance incentive fees or
allocations payable to the Investment Funds' managers or pursuant to
the Investment Funds' agreements. The underlying investments of each
Investment Fund are accounted for at fair value as described in each
Investment Fund's financial statements.
Distributions received or withdrawals from Investment Funds, whether in
the form of cash or securities, are first applied as a reduction of the
investment's cost.
B. INCOME RECOGNITION
Interest income is recorded on the accrual basis. Realized gains and
losses from the Investment Fund transactions are calculated on the
identified cost basis.
C. FUND COSTS
The Fund bears all expenses incurred in its business, including, but
not limited to, the following: all costs and expenses related to
portfolio transactions and positions for the Fund's account; legal
fees; accounting and auditing fees; custodial fees; costs of computing
the Fund's net asset value; costs of insurance; registration expenses;
certain organization costs; due diligence, including travel and related
expenses; expenses of meetings of Directors and Members; all costs with
respect to communications to Members; and other types of expenses
approved by the Directors.
D. INCOME TAXES
No provision for the payment of Federal, state or local income taxes
has been provided, since the Fund is not subject to income tax. Each
Member is individually required to report on its own tax return its
distributive share of the Fund's taxable income or loss.
E. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of monies invested in a PNC Bank, NA
account which pays money market rates and are accounted for at cost
plus accrued interest, which is included in interest receivable on the
Statement of Assets, Liabilities and Members' Capital.
6
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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JUNE 30, 2003
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2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
F. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the Adviser to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. The
Adviser believes that the estimates utilized in preparing the Fund's
financial statements are reasonable and prudent; however, actual
results could differ from these estimates.
3. INVESTMENT MANAGEMENT FEE, ADMINISTRATOR FEE AND RELATED PARTY
TRANSACTIONS
The Adviser provides investment advisory services to the Fund pursuant
to an Investment Manager Agreement. Pursuant to that agreement, the
Fund pays the Adviser a monthly fee (the "Investment Management Fee")
at the annual rate of 1.45% of the Fund's net assets, excluding assets
attributable to the Adviser and the Administrator.
The Administrator provides certain administrative services to the Fund,
including, among other things, providing office space and other support
services. In consideration for such services, the Fund pays the
Administrator a monthly fee (the "Administrator Fee") at an annual rate
of 0.30% of the Fund's net assets, excluding assets attributable to the
Administrator's and the Adviser's capital account. The Administrator
Fee is paid to the Administrator out of the Fund's assets and debited
against the Members' capital accounts, excluding net assets
attributable to the Administrator and the Adviser capital account. A
portion of the Investment Management Fee and the Administrator Fee is
paid by UBSFA to its affiliates.
UBS Financial Services Inc. ("UBS FSI") (formerly, UBS PaineWebber
Inc.), a wholly-owned subsidiary of UBS Americas, Inc., acts as a
placement agent for the Fund, without special compensation from the
Fund, and will bear its own costs associated with its activities as
placement agent. Placement fees, if any, charged on contributions are
debited against the contribution amounts, to arrive at a net
subscription amount. The placement fee does not constitute assets of
the Fund.
The net increase (or decrease) in Members' capital derived from
operations (net income or loss) is initially allocated to the capital
accounts of all Members on a pro-rata basis, other than the Investment
Management Fee and the Administrator Fee which are similarly allocated
to all Members' other than the Adviser and the Administrator as
described above.
The Adviser has voluntarily undertaken to bear certain initial
organization and offering expense otherwise borne by the Fund and its
Members, during the Funds' first twelve months of operations. The
Adviser's undertaking provides that Members will not bear initial
organization and offering expenses in excess of 0.20% of total Members
capital as a result of the Fund's start-up.
Organization costs are expensed and offering costs are charged to
Members' capital as incurred based on the undertaking provided above.
7
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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JUNE 30, 2003
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3. INVESTMENT MANAGEMENT FEE, ADMINISTRATOR FEE AND RELATED PARTY
TRANSACTIONS (CONTINUED)
In order to achieve a more equitable distribution of the impact of
these costs, the Fund has either credited to or debited against the
Members' capital accounts the sum of such initial costs based on each
individual Member's percentage of capital in the Fund. The reallocation
of these costs will occur for the first twelve months after the initial
closing date of the Fund.
Each Director who is not an "interested person" of the Fund, as defined
by the 1940 Act, receives an annual retainer of $5,000 plus a fee for
each meeting attended. Any Director who is an "interested person" does
not receive any annual or other fee from the Fund. All Directors are
reimbursed by the Fund for all reasonable out of pocket expenses. Total
amounts expensed related to Directors by the Fund for the six months
ended June 30, 2003 were $10,500.
PFPC Trust Company (an affiliate of PNC Bank, NA) serves as the
custodian of the Fund's assets and provides custodial services for the
Fund.
PFPC Inc. (also an affiliate of PNC Bank, NA) serves as Accounting and
Investor Servicing Agent to the Fund and in that capacity provides
certain administrative, accounting, record keeping, tax and Member
related services. PFPC Inc. receives a monthly fee primarily based upon
(i) the average net assets of the Fund subject to a minimum monthly
fee, and (ii) the aggregate net assets of the Fund and certain other
investment funds sponsored or advised by UBS FSI or its affiliates.
Additionally, the Fund reimburses certain out of pocket expenses
incurred by PFPC, Inc.
4. SECURITIES TRANSACTIONS
Aggregate purchases of Investment Funds for the six months ended June
30, 2003, amounted to $26,250,000.
The cost of investment for Federal income tax purposes is adjusted for
items of taxable income allocated to the Fund from the Investment
Funds. The allocated taxable income is reported to the Fund by the
Investment Funds on Schedules K-1.
5. INVESTMENTS
As of June 30, 2003, the Fund had investments in Investment Funds, none
of which were related parties. The Fund's investments are summarized
below based on the investment objectives of the specific Investment
Funds at June 30, 2003.
8
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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JUNE 30, 2003
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5. INVESTMENTS (CONTINUED)
Investment Objective Cost Fair Value
-------------------- ----------- -----------
Distressed Obligations -
(Public and Private) $43,006,675 $48,753,140
Bank Loans 7,196,753 8,158,369
High Yield 5,246,572 5,947,608
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Total $55,450,000 $62,859,117
=========== ===========
The following table lists the Fund's investments in Investment Funds as
of June 30, 2003. The agreements related to investments in Investment
Funds provide for compensation to the general partners/managers in the
form of management fees of between 1% and 2% (per annum) of net assets
and performance incentive fees or allocations of 20% of net profits
earned. The Investment Funds provide for periodic redemptions, with
lock up provisions of up to one year from initial investment. Detailed
information about the Investment Funds' portfolios is not available.
UNREALIZED % OF
GAIN/(LOSS) FROM MEMBERS'
INVESTMENT FUND: COST INVESTMENTS FAIR VALUE CAPITAL LIQUIDITY
---- ----------- ---------- -------- ---------
Ahab Partners, L.P. $ 4,250,000 $ 654,357 $ 5,131,366 6.83% Quarterly
Aspen Partners Series A 5,500,000 441,956 5,890,307 7.85 Annually
Canyon Value Realization Fund, L.P. 3,900,000 476,623 4,481,717 5.97 Annually
Harbert Distressed Investment Fund, L.P. 7,400,000 960,482 8,483,950 11.30 Quarterly
HBV Rediscovered Opportunities Fund, L.P. 4,000,000 169,760 4,232,410 5.64 Quarterly
MacKay Shields Long/Short Fund, L.P. 5,250,000 588,410 5,947,608 7.92 Monthly
Marathon Special Opportunity Fund, L.P. 3,500,000 686,108 4,361,223 5.81 Quarterly
OZF Credit Opportunities Fund II, L.P. 1,400,000 270,876 1,676,931 2.23 Annually
QDRF L.P. 5,750,000 1,131,849 6,991,303 9.31 Quarterly
Scottwood Partners L.P. 3,000,000 289,933 3,289,933 4.38 Quarterly
Styx Partners, L.P. 7,500,000 503,476 8,158,369 10.87 Annually
Trilogy Financial Partners, L.P. 4,000,000 214,000 4,214,000 5.62 Quarterly
----------- ---------- ----------- -------
TOTAL $55,450,000 $6,387,830 62,859,117 83.73%
=========== ==========
OTHER ASSETS, LESS LIABILITIES 12,216,344 16.27
----------- -------
MEMBERS' CAPITAL $75,075,461 100.00%
=========== =======
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
In the normal course of business, the Investment Funds in which the
Fund invests trade various financial instruments and enter into various
investment activities with off-balance sheet risk. These include, but
are not limited to, short selling activities, writing option contracts,
contracts for differences, equity swaps, distressed investing, merger
arbitrage and convertible arbitrage. The Fund's risk of loss in these
Investment Funds is limited to the value of these investments as
reported by the Fund.
9
UBS CREDIT & RECOVERY FUND, L.L.C.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
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JUNE 30, 2003
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7. FINANCIAL HIGHLIGHTS
The following represents the ratios to average net assets and other
supplemental information for the periods indicated:
PERIOD FROM
SIX MONTHS AUGUST 1, 2002
ENDED (COMMENCEMENT OF
JUNE 30, 2003 OPERATIONS) THROUGH
(UNAUDITED) DECEMBER 31, 2002
----------- -----------------
Ratio of net investment loss to average net assets*** (2.45)%* (3.06)%*
Ratio of total expenses to average net assets*** 2.51%* 3.20%*
Portfolio turnover 0.00% 0.00%
Total Return** 10.39% 2.52%
Net asset value at end of period $75,075,461 $32,210,622
<FN>
* Annualized.
** Total return assumes a purchase of an interest in the Fund at the beginning of the period and a
sale of the Fund interest on the last day of the period noted and does not reflect the deduction
of placement fees, if any, incurred when subscribing to the Fund. Total returns for a period of
less than a full year are not annualized.
*** The average net assets used in the above ratios are calculated by adding any withdrawals payable
effective at the end of a period to the net assets for such period.
</FN>
10
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.
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) UBS Credit & Recovery Fund L.L.C.
------------------------------------------------------
By (Signature and Title)* /S/ MITCHELL TANZMAN
------------------------------------------------------
Mitchell Tanzman, Co-Chief Executive Officer
(principal executive officer)
By (Signature and Title)* /S/ GREGORY BROUSSEAU
-------------------------------------------------------
Gregory Brousseau, Co-Chief Executive Officer
(principal executive officer)
Date AUGUST 26, 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/ MITCHELL TANZMAN
-------------------------------------------------------
Mitchell Tanzman, Co-Chief Executive Officer
(principal executive officer)
By (Signature and Title)* /S/ GREGORY BROUSSEAU
-------------------------------------------------------
Gregory Brousseau, Co-Chief Executive Officer
(principal executive officer)
Date AUGUST 26, 2003
-----------------------------------------------------------------------
By (Signature and Title)* /S/ MICHAEL MASCIS
-------------------------------------------------------
Michael Mascis, Chief Financial Officer
(principal financial officer)
Date AUGUST 26, 2003
-----------------------------------------------------------------------
* Print the name and title of each signing officer under his or her signature.