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 811-21113
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Westlakes Institutional Portfolios
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(Exact name of registrant as specified in charter)
1205 Westlakes Drive, Suite 100 Berwyn PA 19312
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(Address of principal executive offices) (Zip code)
John H. Grady
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Turner Investment Partners, Inc.
--------------------------------
1205 Westlakes Drive, Suite 100
-------------------------------
Berwyn, PA 13212
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(Name and address of agent for service)
Registrant's telephone number, including area code: 302-791-1759
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Date of fiscal year end: 12/31/03
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Date of reporting period: 6/30/03
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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.
FINANCIAL STATEMENTS
WESTLAKES INSTITUTIONAL PORTFOLIOS
MIDCAP CORE PORTFOLIO
JUNE 30, 2003
(UNAUDITED)
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Schedule of Investments as of June 30, 2003 (Unaudited)
COMMON STOCK (91.40%)
Shares Value
AIRLINES (1.37%)
90 JetBlue Airways Corp.* $ 3,806
-----------
ATHLETIC FOOTWEAR (1.94%)
160 Reebok International Ltd.* 5,381
-----------
BANKING (5.43%)
160 Hudson City Bancorp, Inc. 4,091
200 New York Community Bancorp, Inc. 5,818
330 Sovereign Bancorp, Inc. 5,165
-----------
15,074
-----------
COMPUTER SERVICES (3.08%)
50 Affiliated Computer Services, Inc., Class A* 2,286
220 Reynolds & Reynolds Co., Class A 6,283
-----------
8,569
-----------
ENERGY (7.27%)
100 Canadian Natural Resources, Ltd. 3,991
100 Devon Energy Corp. 5,340
110 Murphy Oil Corp. 5,786
253 XTO Energy, Inc. 5,088
-----------
20,205
-----------
FINANCE (5.37%)
50 Bear Stearns Companies, Inc. 3,621
160 Doral Financial Corp. 7,144
450 Providian Financial Corp.* 4,167
-----------
14,932
-----------
GAS (4.18%)
170 Equitable Resouces, Inc. 6,926
140 MDU Resources Group, Inc. 4,689
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11,615
-----------
See Notes to Financial Statements
- 1 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Schedule of Investments as of June 30, 2003 (Unaudited) (continued)
COMMON STOCK (CONTINUED)
Shares Value
HOTELS (1.48%)
120 MGM Mirage * $ 4,102
-----------
INSURANCE (9.04%)
100 CIGNA Corp. 4,694
40 Everest Re Group, Ltd. 3,060
20 Markel Corp.* 5,120
100 SAFECO Corp. 3,528
420 UnumProvident Corp. 5,632
100 Willis Group Holdings, Ltd. 3,075
-----------
25,109
-----------
MANUFACTURING (15.76%)
50 Ball Corp. 2,276
90 Danaher Corp. 6,124
240 Dial Corp. 4,668
160 Genuine Parts Co. 5,122
40 Harman International Industries, Inc. 3,166
120 Hillenbrand Industries, Inc. 6,053
150 IGEN International, Inc.* 4,710
120 PPG Industries, Inc. 6,089
130 Temple-Inland, Inc. 5,578
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43,786
-----------
MEDICAL (11.27%)
90 AdvancePCS* 3,441
70 AmerisourceBergen Corp. 4,854
100 Anthem, Inc.* 7,715
80 Bard (C.R.), Inc. 5,705
90 Celgene Corp.* 2,736
170 Watson Pharmaceuticals, Inc.* 6,863
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31,314
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See Notes to Financial Statements
- 2 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Schedule of Investments as of June 30, 2003 (Unaudited) (continued)
COMMON STOCK (CONTINUED)
Shares Value
RETAIL (14.44%)
110 Best Buy Co., Inc.* $ 4,831
100 GTECH Holdings Corp. 3,765
100 Krispy Kreme Doughnuts, Inc.* 4,118
130 Michaels Stores, Inc. 4,948
610 Moore Wallace, Inc.* 8,954
140 Outback Steakhouse, Inc. 5,460
100 Patterson Dental Co.* 4,538
190 Staples, Inc.* 3,487
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40,101
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TELECOMMUNICATIONS (4.58%)
240 Amdocs, Ltd.* 5,760
200 CenturyTel, Inc. 6,970
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12,730
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TOYS (1.95%)
310 Hasbro, Inc. 5,422
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MINING (1.87%)
160 Newmont Mining Corp. 5,194
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WASTE MANAGEMENT (2.37%)
290 Republic Services, Inc.* 6,574
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TOTAL COMMON STOCK (COST $228,116**) 253,914
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OTHER ASSETS, LESS LIABILITIES (5.85%) 23,899
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NET ASSETS (100.00%) $ 277,813
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* Non-income producing security
** Cost for federal tax purposes
See Notes to Financial Statements
- 3 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Statement of Assets and Liabilities as of June 30, 2003 (Unaudited)
Midcap
Core
Portfolio
Assets
Investments in securities, at value (cost $228,116) $ 253,914
Cash 10,959
Interest and dividends receivable 142
Receivable for securities sold 7,364
Receivable from affiliate 6,529
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Total Assets 278,908
Liabilities
Management fees payable 1,095
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Total Liabilities 1,095
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Net Assets $ 277,813
=============
Net Assets Consist of:
Paid-in capital $ 240,000
Undistributed net investment income 272
Accumulated net realized gains 11,743
Net unrealized appreciation 25,798
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Total Net Assets $ 277,813
=============
Shares Outstanding 24,000.000
Net Asset Value per Share, Offering and Redemption Price
per Share $ 11.58
=============
See Notes to Financial Statements
- 4 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Statement of Operations for the Period Ended June 30, 2003 (Unaudited)
Midcap
Core
Portfolio 1
Investment Income
Dividends 1,328
Interest 39
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Total Income 1,367
Expenses:
Management fees 1,095
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Net investment income 272
-------------
Net Realized and Unrealized Gains
Net realized gain from securities sold 11,743
Net unrealized appreciation on investment securities 25,798
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Net Realized and Unrealized Gain on Investment
Securities 37,541
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Net increase in net assets resulting from operations $ 37,813
=============
1 Midcap Core Portfolio commenced operations on January 2, 2003
See Notes to Financial Statements
- 5 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Midcap Core Portfolio
Statement of Changes in Net Assets for the Period Ended June 30, 2003
(Unaudited)
Midcap
Core
Portfolio 1
Investment Activities:
Net investment income $ 272
Net realized gain from securities sold 11,743
Net unrealized appreciation on investment securities 25,798
-------------
Net increase in net assets resulting from operations 37,813
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Capital share transactions:
Proceeds from shares issued 240,000
Cost of shares redeemed --
-------------
Increase in net assets from capital share transactions 240,000
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Total increase in net assets 277,813
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Net assets:
Beginning of period --
End of period $ 277,813 2
=============
Shares issued and redeemed:
Issued 24,000.000
Redeemed --
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Net increase in shares 24,000.000
=============
1 Midcap Core Portfolio commenced operations on January 2, 2003
2 Includes $272 of undistributed net investment income
See Notes to Financial Statements
- 6 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Financial Highlights
For a Share Outstanding Throughout the Period Ended June 30, 2003 (Unaudited)
Midcap
Core
Portfolio 1
Net asset value, beginning of period $ 10.00
Net investment income 0.01
Net realized and unrealized gains 1.57
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Total from investment operations 1.58
Distributions (0.00)
------------
Net asset value, end of period $ 11.58
============
Annualized Expense Ratios
Ratio of net investment income to average net assets 0.22%
Ratio of expenses to average net assets 0.90%
Net assets at end of period $ 277,813
Total return (not annualized) 15.80%
Portfolio Turnover (not annualized) 67%
1 Midcap Core Portfolio commenced operations on January 2, 2003
See Notes to Financial Statements
- 7 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
NOTES TO FINANCIAL STATEMENTS (Unaudited)
June 30, 2003
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1. ORGANIZATION:
Westlakes Institutional Portfolios (the "Trust"), a Delaware Statutory
Trust, is registered under the Investment Company Act of 1940, as amended,
as an open-end management investment company with one active portfolio.
The financial statements included herein are those of the Midcap Core
Portfolio (the "Fund"). The Fund commenced operations on January 2, 2003.
The Fund issues shares only in transactions that do not involve a public
offering within the meaning of Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"). Only "accredited investors," as defined
in Regulation D under the Securities Act, may invest in the Fund. Shares
of the Fund have not been registered under the Securities Act or the
securities laws of any state and are subject to restrictions on
transferability and resale.
The Board of Trustees has overall responsibility to manage and control the
business affairs of the Trust, including the complete and exclusive
authority to oversee and to establish policies regarding the Management,
conduct and operation of the Trust's business. The Board of Trustees
exercises the same powers, authority and responsibilities on behalf of the
Trust as are customarily exercised by the board of directors of a
registered investment company organized as a corporation.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies followed
by the Fund.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of income and expenses during the reported period. Actual
results could differ from those estimates.
SECURITY VALUATION - Investments in equity securities which are traded on
a national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Short-term
debt securities with maturities of 60 days or less are carried at
amortized cost, which approximates market value. Other debt securities are
carried at fair market value as determined pursuant to guidelines
established by the Board of Trustees. Debt securities for which market
quotations are readily available are valued on the basis of the last
reported sales price, or, if no sales are reported, the mean between
representative bid and asked quotations. Debt securities for which market
quotations are not readily available may be valued with reference to
securities whose prices are more readily obtainable and whose durations
are comparable to the securities being valued. Subject to the foregoing,
other securities for
- 8 -
which market quotations are not readily available are valued at fair value
as determined in good faith by the Board of Trustees.
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security
transactions are accounted for on the date the security is purchased or
sold (trade date). Dividend income is recognized on the ex-dividend date,
and interest income is recognized on the accrual basis subject to the
recognition of certain gains and losses on mortgage- and asset-backed
securities. Costs used in determining realized gains and losses on the
sales of investment securities are those of the specific securities sold
during the respective holding period.
Securities purchased on a when-issued or delayed-delivery basis may be
settled a month or more after the trade date. Such securities are included
in the portfolio and are subject to market fluctuations during this
period. On the date of the commitment to purchase or sell, the Fund
designates specific assets with a current value at least equal to the
amount of the commitment to be used for settling the commitment.
The Fund may enter into options on futures contracts for the purpose of
managing exposure to changing interest rates or securities prices. When
the Fund sells or purchases on option, an amount equal to the premium
received or paid by the Fund is recorded as a liability or an asset and is
subsequently adjusted to the current market value of the option written or
purchased. Premiums received or paid from purchasing options which expire
unexercised are treated by the Fund on the expiration date as realized
gains or losses. The difference between the premium and the amount paid or
received on effecting a closing purchase or sale transaction, including
brokerage commissions, is also treated as realized gain or loss. If an
option is exercised, the premium paid or received is added to the cost of
the purchase or proceeds from the sale in determining whether the Fund has
realized a gain or a loss on investment transactions. The Fund had no
transactions in options during the period ended June 30, 2003.
NET ASSET VALUE PER SHARE - The net asset value per share is calculated
each business day. It is computed by dividing the assets of the Fund, less
its liabilities, by the number of outstanding shares of the Fund.
REPURCHASE AGREEMENTS - Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest theron, is not less
than 102%. In the event of default of the counterparty and the value of
the collateral declines or if the counterparty enters an insolvency
proceeding, realization of the collateral by the Fund may be delayed or
limited.
EXPENSES - The Fund pays a unified management fee to the investment
manager for providing advisory and administration services. The investment
manager is responsible for compensating any third party engaged to provide
services under its supervision and is also responsible for payment of the
fees of the Independent Trustees, custodian, independent public
accountant, legal counsel (excluding costs in connection with certain
litigation or administrative actions), and the transfer and dividend
disbursing agent.
DIVIDENDS AND DISTRIBUTIONS - The Fund pays distributions of net income
annually. Any net realized capital gains on sales of securities are
distributed to shareholders at least annually.
- 9 -
3. TRANSACTIONS WITH AFFILIATES:
Certain officers of the Trust are also officers of the Investment Manager
(Turner Investment Partners, Inc. or "Turner"). Such officers are paid no
fees by the Trust for serving as officers and trustees of the Trust.
Turner Investment Distributors, Inc., a subsidiary of Turner, acts as
Placement Agent to the Fund.
4. MANAGEMENT AGREEMENT:
The Trust and Turner are parties to a Management Agreement under which
Turner receives a fee, calculated daily and paid monthly, of 0.90% per
annum of the average daily net assets of the Fund. Under the Management
Agreement, Turner makes the investment decisions for the assets of the
Fund and continuously reviews, supervises and administers the Fund's
investment program, subject to the supervision of and policies established
by the Board of Trustees. Under the Management Agreement, Turner also
provides administrative services to the Trust.
5. OTHER SERVICE PROVIDERS:
PFPC Inc. ("PFPC") serves as the transfer agent and dividend disbursing
agent for the Trust under a transfer agency agreement with the Trust and
Turner. PFPC also serves as the sub-administrator to the Trust. PFPC Trust
Co. provides custodial services to the Trust. PFPC and PFPC Trust Co. are
compensated for their services by Turner.
6. INVESTMENT TRANSACTIONS:
The cost of security purchases and the proceeds of security sales, other
than short term investments, for the period ended June 30, 2003, were
$374,283 and $157,910, respectively.
7. FEDERAL INCOME TAXES:
The Fund is classified as a separate taxable entity for Federal income tax
purposes. The Fund intends to continue to qualify as a separate "regulated
investment company" under the Internal Revenue Code and make the requisite
distributions to shareholders that will be sufficient to relieve it from
Federal income tax and Federal excise tax. Therefore, no Federal tax
provision is required. To the extent that distributions from ordinary
income and net realized capital gains exceed net investment income and net
realized capital gains reported in the financial statements, such amounts
will be reported separately.
The amounts of distributions from ordinary income and net realized capital
gains are determined in accordance with Federal income tax regulations,
which may differ from net investment income and net realized capital gains
determined under accounting principles generally accepted in the United
States of America. These book/tax differences are either temporary or
permanent in nature. To the extent these differences are permanent,
adjustments will be made to the appropriate equity accounts in the period
that the differences arise. For Federal income tax purposes, any capital
loss carryforwards may be carried forward and applied against future
capital gains.
- 10 -
At June 30, 2003, the securities held by the Fund had net unrealized
appreciation of $25,798 for tax purposes, consisting of gross unrealized
appreciation of $30,026 and gross unrealized depreciation of $4,228.
8. CONCENTRATIONS/RISKS:
The Fund may invest a high percentage of its assets in specific sectors of
the market in order to achieve a potentially greater investment return. As
a result, the Fund may be more susceptible to economic, political, and
regulatory developments in a particular sector of the market, positive or
negative, and may experience increased volatility on the Fund's net asset
value and magnified effect on the total return.
- 11 -
FINANCIAL STATEMENTS
WESTLAKES INSTITUTIONAL PORTFOLIOS
SMALL CAP CORE AND MIDCAP GROWTH PORTFOLIOS
JUNE 30, 2003
(UNAUDITED)
WESTLAKES INSTITUTIONAL PORTFOLIOS
Small Cap Core Portfolio
Midcap Growth Portfolio
Statements of Assets and Liabilities as of June 30, 2003 (Unaudited)
Small Cap Midcap
Core Growth
Portfolio Portfolio
Assets
Cash $ 100 $ 100
Liabilities $ -- $ --
----------- -----------
Net Assets $ 100 $ 100
=========== ===========
Net Assets Consist of:
Paid-in capital $ 100 $ 100
----------- -----------
Total Net Assets $ 100 $ 100
=========== ===========
Shares Outstanding 10.000 10.000
Net Asset Value per Share (offering and
redemption price per share) $ 10.00 $ 10.00
=========== ===========
See Notes to Financial Statements
- 1 -
WESTLAKES INSTITUTIONAL PORTFOLIOS
Notes to Financial Statements (Unaudited)
June 30, 2003
- --------------------------------------------------------------------------------
1. ORGANIZATION:
Westlakes Institutional Portfolios (the "Trust"), a Delaware Statutory
Trust, is registered under the Investment Company Act of 1940, as amended,
as an open-end management investment company with one active portfolio.
The financial statements included herein are those of the Small Cap Core
Portfolio and the Midcap Growth Portfolio (each a "Fund" and collectively
the "Funds"). Each of the Funds has net assets of $100 which represents
the seed capital contributed to the Funds. Neither of the Funds has
commenced operations.
The Funds issue shares only in transactions that do not involve a public
offering within the meaning of Section 4(2) of the Securities Act of 1933,
as amended (the "Securities Act"). Only "accredited investors," as defined
in Regulation D under the Securities Act, may invest in the Funds. Shares
of the Funds have not been registered under the Securities Act or the
securities laws of any state and are subject to restrictions on
transferability and resale.
The Board of Trustees has overall responsibility to manage and control the
business affairs of the Trust, including the complete and exclusive
authority to oversee and to establish policies regarding the Management,
conduct and operation of the Trust's business. The Board of Trustees
exercises the same powers, authority and responsibilities on behalf of the
Trust as are customarily exercised by the board of directors of a
registered investment company organized as a corporation.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies followed
by the Funds.
USE OF ESTIMATES -The preparation of financial statements in conformity
with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of income and expenses during the reported period. Actual
results could differ from those estimates.
SECURITY VALUATION - Investments in equity securities which are traded on
a national exchange (or reported on the NASDAQ national market system) are
stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Short-term
debt securities with maturities of 60 days or less are carried at
amortized cost, which approximates market value. Other debt securities are
carried at fair market value as determined pursuant to guidelines
established by the Board of Trustees. Debt securities for which market
quotations are readily available are valued on the basis of the last
reported sales price, or, if no sales are reported, the mean between
representative bid and asked quotations. Debt securities for which market
quotations are not readily available may be valued with reference to
securities whose prices are more readily obtainable and whose durations
are
- 2 -
comparable to the securities being valued. Subject to the foregoing, other
securities for which market quotations are not readily available are
valued at fair value as determined in good faith by the Board of Trustees.
SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME - Security
transactions are accounted for on the date the security is purchased or
sold (trade date). Dividend income is recognized on the ex-dividend date,
and interest income is recognized on the accrual basis subject to the
recognition of certain gains and losses on mortgage- and asset-backed
securities. Costs used in determining realized gains and losses on the
sales of investment securities will be those of the specific securities
sold during the respective holding period.
Securities purchased on a when-issued or delayed-delivery basis may be
settled a month or more after the trade date. Such securities are included
in the portfolio and are subject to market fluctuations during this
period. On the date of the commitment to purchase or sell, the Funds
designate specific assets with a current value at least equal to the
amount of the commitment to be used for settling the commitment.
The Funds may enter into options on futures contracts for the purpose of
managing exposure to changing interest rates or securities prices. When a
Fund sells or purchases on option, an amount equal to the premium received
or paid by the Fund is recorded as a liability or an asset and is
subsequently adjusted to the current market value of the option written or
purchased. Premiums received or paid from purchasing options which expire
unexercised are treated by the Fund on the expiration date as realized
gains or losses. The difference between the premium and the amount paid or
received on effecting a closing purchase or sale transaction, including
brokerage commissions, is also treated as realized gain or loss. If an
option is exercised, the premium paid or received is added to the cost of
the purchase or proceeds from the sale in determining whether the Fund has
realized a gain or a loss on investment transactions. The Funds had no
transactions in options during the period ended June 30, 2003.
NET ASSET VALUE PER SHARE - The net asset value per share is calculated
each business day. It is computed by dividing the assets of each Fund,
less its liabilities, by the number of outstanding shares of each Fund.
REPURCHASE AGREEMENTS - Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market
value of the collateral, including accrued interest theron, is not less
than 102%. In the event of default of the counterparty and the value of
the collateral declines or if the counterparty enters an insolvency
proceeding, realization of the collateral by the Funds may be delayed or
limited.
EXPENSES - The Funds pay a unified management fee to the investment
manager for providing advisory and administration services. The investment
manager is responsible for compensating any third party engaged to provide
services under its supervision and is also responsible for payment of the
fees of the Independent Trustees, custodian, independent public
accountant, legal counsel (excluding costs in connection with certain
litigation or administrative actions), and the transfer and dividend
disbursing agent.
DIVIDENDS AND DISTRIBUTIONS - The Funds pay distributions of net income
annually. Any net realized capital gains on sales of securities are
distributed to shareholders at least annually.
- 3 -
3. TRANSACTIONS WITH AFFILIATES:
Certain officers of the Trust are also officers of the Investment Manager
(Turner Investment Partners, Inc. or "Turner"). Such officers are paid no
fees by the Trust for serving as officers and trustees of the Trust.
Turner Investment Distributors, Inc., a subsidiary of Turner, acts as
Placement Agent to the Funds.
4. MANAGEMENT AGREEMENT:
The Trust and Turner are parties to a Management Agreement under which
Turner receives a fee, calculated daily and paid monthly, based on the
average daily net assets of the Funds. Under the Management Agreement,
Turner makes the investment decisions for the assets of the Funds and
continuously reviews, supervises and administers each Fund's investment
program, subject to the supervision of and policies established by the
Trustees of the Trust. Turner also provides administrative services to the
Trust under the Management Agreement.
Under the Management Agreement, the Small Cap Core Portfolio pays a
management fee of 0.95% of average net assets, and the Midcap Growth
Portfolio pays a management fee of 0.85% of average net assets. Turner has
contractually agreed to reduce the management fee to 0.80% for the Midcap
Growth Portfolio until February 28, 2005.
5. OTHER SERVICE PROVIDERS:
PFPC Inc. ("PFPC") serves as the transfer agent and dividend disbursing
agent for the Trust under a transfer agency agreement with the Trust and
Turner. PFPC also serves as the sub-administrator to the Trust. PFPC Trust
Co. provides custodial services to the Funds. PFPC and PFPC Trust Co. are
compensated for their services by Turner.
6. INVESTMENT TRANSACTIONS:
The Funds did not purchase or sell any securities during the period ended
June 30, 2003.
7. FEDERAL INCOME TAXES:
Each of the Funds is classified as a separate taxable entity for Federal
income tax purposes. Each of the Funds intends to continue to qualify as a
separate "regulated investment company" under the Internal Revenue Code
and make the requisite distributions to shareholders that will be
sufficient to relieve it from Federal income tax and Federal excise tax.
Therefore, no Federal tax provision is required. To the extent that
distributions from ordinary income and net realized capital gains exceed
net investment income and net realized capital gains reported in the
financial statements, such amounts will be reported separately.
The amounts of distributions from ordinary income and net realized capital
gains are determined in accordance with Federal income tax regulations,
which may differ from net investment income and net realized capital gains
determined under accounting principles generally accepted in the United
States of America. These book/tax differences are either temporary or
permanent in nature. To the extent these differences are permanent,
adjustments will be made to the appropriate equity accounts in the period
that the
- 4 -
differences arise. For Federal income tax purposes, any capital loss
carryforwards may be carried forward and applied against future capital
gains.
At June 30, 2003, the Funds held no investment securities and so had no
unrealized appreciation or depreciation for tax purposes.
8. CONCENTRATIONS/RISKS:
The Funds may invest a high percentage of their assets in specific sectors
of the market in order to achieve a potentially greater investment return.
As a result, the Funds may be more susceptible to economic, political, and
regulatory developments in a particular sector of the market, positive or
negative, and may experience increased volatility on the Funds' net asset
values and magnified effect on the total return.
- 5 -
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.
Westlakes Institutional Portfolios
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By (Signature and Title)* /S/ JOHN GRADY
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John Grady, Executive Vice President
Date September 5, 2003
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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/ JOHN GRADY
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John Grady, Executive Vice President
Date September 5, 2003
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By (Signature and Title)* /S/ THOMAS TRALA
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Thomas Trala, Chief Financial Officer
Date September 5, 2003
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* Print the name and title of each signing officer under his or her signature.