-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALhuEjzW842+pAC4+a4ImbvVeXsZWjoBku2KkmLDSGBsp20MjKCyygwzTjxfJTPD ODkr9IzLr86fuLfVi+B49A== 0000950123-05-005056.txt : 20050427 0000950123-05-005056.hdr.sgml : 20050427 20050427100658 ACCESSION NUMBER: 0000950123-05-005056 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050228 FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 EFFECTIVENESS DATE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST CENTRAL INDEX KEY: 0000842891 IRS NUMBER: 133498050 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-05688 FILM NUMBER: 05774876 BUSINESS ADDRESS: STREET 1: C/O MORGAN STANLEY TRUST STREET 2: HARBOSIDE FINANCIAL CENTER, PLAZA TWO CITY: JERSEY CITY STATE: NJ ZIP: 07311 BUSINESS PHONE: (212) 869-6397 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER MUNICIPAL PREMIUM INCOME TRUST DATE OF NAME CHANGE: 19981221 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL PREMIUM INCOME TRUST/MA DATE OF NAME CHANGE: 19930721 FORMER COMPANY: FORMER CONFORMED NAME: ALLSTATE MUNICIPAL PREIMIUM INCOME TRUST/MA DATE OF NAME CHANGE: 19930721 N-Q 1 y07837nvq.txt FORM N-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-05689 Morgan Stanley Municipal Premium Income Trust (Exact name of registrant as specified in charter) 1221 Avenue of the Americas, New York, New York 10020 (Address of principal executive offices) (Zip code) Ronald E. Robison 1221 Avenue of the Americas, New York, New York 10020 (Name and address of agent for service) Registrant's telephone number, including area code: 212-762-4000 Date of fiscal year end: May 31, 2005 Date of reporting period: February 28, 2005 ITEM 1. SCHEDULE OF INVESTMENTS. The Fund's schedule of investments as of the close of the reporting period prepared pursuant to Rule 12-12 of Regulation S-X is as follows: MORGAN STANLEY MUNICIPAL PREMIUM INCOME TRUST PORTFOLIO OF INVESTMENTS FEBRUARY 28, 2005 (UNAUDITED)
PRINCIPAL AMOUNT IN COUPON MATURITY THOUSANDS RATE DATE VALUE - --------- ------ -------- ---------- TAX-EXEMPT MUNICIPAL BONDS (149.0%) General Obligation (29.0%) Los Angeles Unified School District, California, $2,000 2003 Ser A (FSA) 5.25% 07/01/20 $2,186,420 5,000 1997 Ser B (FGIC) 5.00 07/01/23 5,268,050 5,000 San Diego Unified School District, California, 1998 Ser E (FSA) 5.00 07/01/28 5,212,600 2,000 Connecticut, 2001 Ser D 5.00 11/15/20 2,129,960 2,500 Chicago, Illinois, 2001 Ser D 5.00 01/01/28 2,604,975 3,000 Chicago Board of Education, Illinois, Ser 2001 C (FSA) 5.00 12/01/26 3,108,480 2,000 Du Page County Community Unit School District # 200, Illinois, 5.25 11/01/21 2,177,480 Ser 2003 B (FSA) Massachusetts, 3,500 1995 Ser A (Ambac) 5.00 07/01/12 3,835,965 5,000 Refg Ser D (Ambac) 5.50 10/01/19 5,801,700 1,500 Bergen County, New Jersey, School District Wychoff Tower 5.00 04/01/25 1,597,185 Board Education Ser 1,000 New York City, New York, 2005 Ser G 5.00 12/01/23 1,047,520 3,000 Barberton City School District, Ohio, Ser 1998 (FGIC) 5.125 11/01/22 3,208,020 Pennsylvania, 1,000 RITES PA - 1112 A (MBIA) 8.366++ 01/01/18 1,145,880 1,000 RITES PA - 1112 B (MBIA) 8.366++ 01/01/19 1,206,250 5,000 Charleston County School District, South Carolina, Ser 2004 A 5.00 02/01/22 5,323,750 3,500 Shelby County, Tennessee, Refg 1995 Ser A 5.625 04/01/11 3,545,850 5,000 La Joya Independent School District, Texas, Ser 2000 (PSF) 5.50 02/15/25 5,392,900 - ------ ---------- 51,000 54,792,985 - ------ ---------- Educational Facilities Revenue (7.7%) 2,500 University of Alabama, Ser 2004 A (MBIA) 5.25 07/01/20 2,744,525 New York State Dormitory Authority, 4,000 State University Refg Ser 1993 A 5.50 05/15/08 4,312,440 890 State University Refg Ser 1999 B 7.50 05/15/11 1,015,748 1,250 Ohio State University, General Receipts Ser 1999 A 5.75 12/01/24 1,390,375 5,000 Swarthmore Boro Authority, Pennsylvania, Swarthmore College 5.00 09/15/31 5,141,750 - ------ Ser 2001 ---------- 13,640 14,604,838 - ------ ---------- Electric Revenue (18.3%) 8,000 Salt River Project Agricultural Improvement & Power District, 5.00 01/01/26 8,371,680 Arizona, Ser 2002 B 1,550 Los Angeles Department of Water & Power, California, 2001 Ser A 5.00 07/01/24 1,592,160 5,000 Orlando Utilities Commission, Florida, Water & Electric Ser 2001 5.00 10/01/22 5,302,100 3,000 Long Island Power Authority, New York, Ser 2004 A (Ambac) 5.00 09/01/34 3,120,870 8,500 San Antonio, Texas, Electric & Gas Refg Ser 1994 C INFLOS 6.92++ 02/01/06 8,850,115 5,000 Intermountain Power Agency, Utah, Refg 1997 Ser B (MBIA) 5.75 07/01/19 5,401,150 2,000 Grant County Public Utility District #2, Washington, Ser A 5.00 01/01/34 2,073,060 - ------ ---------- 33,050 34,711,135 - ------ ---------- Hospital Revenue (9.0%) 3,500 Birmingham-Carraway Special Care Facilities Financing Authority, 5.875 08/15/15 3,611,090 Alabama, Carraway Methodist Health Ser 1995 A (Connie Lee) Louisiana Public Facilities Authority, 3,000 Baton Rouge General Medical Center FHA Insured Mtge Ser 2004 (MBIA) 5.25 07/01/33 3,181,620 2,000 Oshner Clinic Ser 2002 B 5.50 05/15/32 2,077,580 1,000 Maryland Health & Higher Education Facilities Authority, Johns 5.00 11/15/28 1,036,380 Hopkins Hospital Ser 2003 2,000 New York State Dormitory Authority, Montefiore Hospital FHA 5.00 08/01/29 2,089,860 Insured Mtge Ser 2004 (FGIC)
5,000 Lehigh County General Purpose Authority, Pennsylvania, St Luke's 5.375 08/15/33 5,110,700 ----- of Bethlehem Ser A 2003 ---------- 16,500 17,107,230 - ------ ---------- Industrial Development/Pollution Control Revenue (8.7%) 5,655 Pima County Industrial Development Authority, Arizona, Tucson 7.25 07/15/10 5,913,999 Electric Power Co Refg Ser 1988 A (FSA) 1,000 Salem County Pollution Control Financing Authority, New Jersey, 6.125 07/15/22 1,004,270 E I du Pont de Nemours & Co 1992 Ser A (AMT) 8,000 New York City Industrial Development Agency, New York, Brooklyn 5.65 10/01/28 7,840,240 Navy Yard Cogeneration Partners LP Ser 1997 (AMT) 1,500 Brazos River Authority, Texas, TXU Electric Co 7.70 04/01/33 1,773,480 - ------- Refg Ser 1999 A (AMT) ---------- 16,155 16,531,989 - ------- ---------- Mortgage Revenue - Multi-Family (0.2%) 360 Minnesota Housing Finance Agency, Rental 1995 Ser D (MBIA) 6.00 02/01/22 367,596 - ------- ---------- Mortgage Revenue - Single Family (0.4%) 315 Colorado Housing & Finance Authority Ser 1997 A-2 (AMT) 7.25 05/01/27 317,369 25 Kansas City Leavenworth & Lenexa, Kansas, GNMA-Backed 8.00 11/01/20 25,059 Ser 1998 C (AMT) 5 Olathe, Kansas, GNMA Collateralized Ser 1989 A (AMT) (MBIA) 8.00 11/01/20 5,003 305 Missouri Housing Development Commission, Homeownership 7.10 09/01/27 307,733 - ------- 1996 Ser D (AMT) ---------- 650 655,164 - ------- ---------- Public Facilities Revenue (6.2%) 1,000 Jefferson County, Alabama, School Ser 2004 A 5.50 01/01/22 1,080,550 Fort Collins, Colorado, 2,040 Ser 2004 A 5.375 06/01/21 2,254,302 2,155 Ser 2004 A COPs (Ambac) 5.375 06/01/22 2,374,358 Saint Paul Independent School District #625, Minnesota, 1,700 Ser 1995 C COPs 5.45 02/01/11 1,704,879 1,800 Ser 1995 C COPs 5.50 02/01/12 1,805,256 2,400 Goat Hill Properties, Washington, Governmental Office Building 5.00 12/01/33 2,479,392 - ------- Ser 2005 (MBIA) ---------- 11,095 11,698,737 - ------- ---------- Transportation Facilities Revenue (23.3%) 5,000 Arizona Transportation Board, Highway Ser 2001 5.25 07/01/19 5,495,050 2,500 Miami-Dade County, Florida, Miami Int'l Airport Ser 2000 B 5.75 10/01/24 2,808,000 (FGIC) Georgia State Road & Tollway Authority, 2,000 Ser 2004 5.00 10/01/22 2,133,640 3,000 Ser 2004 5.00 10/01/23 3,195,780 5,000 Chicago, Illinois, Chicago-O'Hare Int'l Airport Ser 1996 A (Ambac) 5.625 01/01/12 5,219,950 5,000 New Jersey Turnpike Authority, Ser 2003 A (Ambac) 5.00 01/01/30 5,209,050 3,000 Metropolitan Transportation Authority, New York, State Service 5.50 07/01/20 3,346,290 Contract Refg Ser 2002 B (MBIA) 4,000 Port Authority of New York & New Jersey, Cons 135th Ser (XLCA) # 5.00 09/15/29 4,196,800 3,000 Triborough Bridge & Tunnel Authority, New York, Refg Ser 2002 B 5.25 11/15/19 3,313,440 2,000 Pennsylvania Turnpike Commission, Ser R 2001 (Ambac) 5.00 12/01/30 2,086,060 6,835 Austin, Texas, Airport Prior Lien Ser 1995 A (AMT) (MBIA) 6.125 11/15/25 7,119,473 - ------- ---------- 41,335 44,123,533 - ------- ---------- Water & Sewer Revenue (28.4%) 3,000 Los Angeles Department of Water & Power, California, Water 5.00 07/01/25 3,161,160 2004 Ser C (MBIA) 3,000 Oxnard Financing Authority, California, Wastewater 2004 Ser A 5.00 06/01/29 3,125,040 (FGIC) 3,000 San Diego County Water Authority, California, Ser 2004 A (FSA) 5.00 05/01/29 3,134,910
3,000 Atlanta, Georgia, Water & Wastewater Ser 1999 A (FGIC) 5.50 11/01/22 3,497,340 4,000 Augusta, Georgia, Water & Sewerage Ser 2000 (FSA) 5.25 10/01/22 4,355,720 5,000 Rockdale County Water & Sewage Authority, Georgia, Ser 1999 A 5.50 07/01/25 5,439,550 (MBIA) Indianapolis Local Public Improvement Bond Bank, Indiana, 1,000 Waterworks Ser 2002 A (MBIA) 5.50 01/01/18 1,117,810 1,000 Waterworks Ser 2002 A (MBIA) 5.50 01/01/19 1,116,990 3,215 Louisville & Jefferson County Metropolitan Sewer District, 5.375 05/15/22 3,545,213 Kentucky, Ser 2001 A (MBIA) 1,755 Detroit, Michigan, Water Supply Sr Lien Ser 2000 A (FGIC) 5.25 07/01/33 1,864,389 3,000 Las Vegas Water District, Nevada, Impr and Refg Ser 2003 A (FGIC) 5.25 06/01/22 3,264,510 2,000 Passaic Valley Sewerage Commissioners, New Jersey, Ser F (FGIC) 5.00 12/01/19 2,147,960 1,850 Cleveland, Ohio, Waterworks Impr & Refg 1998 Ser I (FSA) 5.00 01/01/23 1,943,166 5,000 Austin, Texas, Water & Wastewater Refg Ser 2001 A (FSA) 5.125 05/15/27 5,194,900 10,000 Houston, Texas, Combined Utilities System Refg 2004 Ser A (FGIC) 5.25 05/15/23 10,846,500 - ------- ------------ 49,820 53,755,158 - ------- ------------ Other Revenue (10.2%) 5,000 California Economic Recovery, Ser 2004 A ## 5.00 07/01/16 5,392,050 2,000 New Jersey Economic Development Authority, Cigarette Tax 5.75 06/15/29 2,127,880 Ser 2004 2,000 New York City Transitional Finance Authority, New York, 5.50 11/01/26 2,222,580 Refg 2003 Ser A 8,000 New York Local Government Assistance Corporation, 5.00 04/01/21 8,437,200 Refg Ser 1997 B (MBIA) 1,000 Philadelphia, Pennsylvania, Gas Works Eighteenth Ser (AGC) 5.25 08/01/20 1,078,170 - ------- ------------ 18,000 19,257,880 - ------- ------------ Refunded (7.6%) 3,000 Hawaii, 1999 Ser CT (FSA) 5.875 09/01/09+ 3,393,510 1,340 Missouri Health & Educational Facilities Authority, Missouri, Baptist 7.625 07/01/18 1,382,357 Medical Center Refg Ser 1989 (ETM) 4,000 Montgomery County, Ohio, Franciscan Medical Center - Dayton 5.50 07/01/10+ 4,372,640 Ser 1997 5,000 South Carolina Public Service Authority, 1995 Refg Ser A (Ambac) 6.25 01/01/06+ 5,257,250 - -------- ------------ 13,340 14,405,757 - -------- ------------ 264,945 TOTAL TAX-EXEMPT MUNICIPAL BONDS (Cost $266,318,459) 282,012,002 - -------- ------------ SHORT-TERM TAX-EXEMPT MUNICIPAL OBLIGATIONS (1.9%) 1,700 Missouri Health & Educational Facilities Authority, Cox Health 1.80* 06/01/15 1,700,000 Ser 1997 (MBIA) (Demand 03/01/05) 1,900 Harris County Health Facilities Development Corporation, Texas, 1.80* 12/01/32 1,900,000 - -------- Methodist Hospital Ser 2002 (Demand 03/01/05) ------------ 3,600 TOTAL SHORT-TERM TAX-EXEMPT MUNICIPAL OBLIGATIONS (Cost $3,600,000) 3,600,000 - -------- ------------ $268,545 TOTAL INVESTMENTS (Cost $269,918,459) (a) (b) 150.9% 285,612,002 ======== OTHER ASSETS IN EXCESS OF LIABILITIES 2.0 3,824,506 PREFERRED SHARES OF BENEFICIAL INTEREST (52.9) (100,109,816) ---- ------------ NET ASSETS APPLICABLE TO COMMON SHAREHOLDERS 100.0% $189,326,692 ===== ============
- ------------------ Note: The categories of investments are shown as a percentage of net assets applicable to common shareholders. AMT Alternative Minimum Tax. COPs Certificates of Participation. ETM Escrowed to maturity. INFLOS Inverse Floating Rate Securities. PSF Texas Permanent School Fund Guarantee Program. RITES Residual Interest Tax-Exempt Securities (Illiquid securities). * Current coupon of variable rate demand obligation. + Prerefunded to call date shown. ++ Current coupon rate for inverse floating rate municipal obligation. This rate resets periodically as the auction rate on the related security changes. Positions in inverse floating rate municipal obligation have a total value of $11,202,245 which represents 5.9% of net assets applicable to common shareholders. # Joint exemption in location shown. ## A portion of this security has been physically segregated in connection with open futures contracts in an amount equal to $76,250. (a) Securities have been designated as collateral in an amount equal to $13,502,656 in connection with open futures contracts. (b) The aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is $15,929,355 and the aggregate gross unrealized depreciation is $235,812, resulting in net unrealized appreciation of $15,693,543. Bond Insurance: - --------------- AGC Assured Guaranty Corporation. Ambac Ambac Assurance Corporation. Connie Lee Connie Lee Insurance Company - A wholly owned subsidiary of Ambac Assurance Corporation. FGIC Financial Guaranty Insurance Company. FSA Financial Security Assurance Inc. MBIA Municipal Bond Investors Assurance Corporation. XLCA XL Capital Assurance Inc. Futures Contracts Open at February 28, 2005:
DESCRIPTION, UNDERLYING NUMBER OF DELIVERY MONTH FACE AMOUNT UNREALIZED CONTRACTS LONG/SHORT AND YEAR AT VALUE APPRECIATION - --------- ---------- ------------------------- ----------- ------------ 100 Short U.S Treasury Notes 5 Year $(10,757,813) $ 61,443 June 2005 25 Short U.S Treasury Notes 10 Year (2,746,875) 12,431 June 2005 --------- Total unrealized appreciation............... $ 73,874 =========
GEOGRAPHIC SUMMARY OF INVESTMENTS BASED ON MARKET VALUE AS A PERCENT OF TOTAL INVESTMENTS Alabama 2.6% Arizona 6.9 California 10.2 Colorado 1.7 Connecticut 0.8 Florida 2.8 Georgia 6.5 Hawaii 1.2 Illinois 4.6 Indiana 0.8 Kentucky 1.2 Louisianna 1.8 Maryland 0.4 Massachusetts 3.4 Michigan 0.7 Minnesota 1.4 Missouri 1.2 Nevada 1.2 New Jersey 5.7 New York 14.3 Ohio 3.8 Pennsylvania 5.5 South Carolina 3.7 Tennessee 1.2
Texas 14.4 Utah 1.9 Washington 1.6 Joint exemptions* (1.5) ----- Total+ 100.0% =====
- -------------- * Joint exemptions have been included in each geographic location. + Does not include open short futures contracts with an underlying face amount of $13,504,688, with unrealized appreciation of $73,874. ITEM 2. CONTROLS AND PROCEDURES. (a) The Fund's principal executive officer and principal financial officer have concluded that the Fund's disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund's in this Form N-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, based upon such officers' evaluation of these controls and procedures as of a date within 90 days of the filing date of the report. (b) There were no changes in the Fund's internal control over financial reporting that occurred during the registrant's fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting. ITEM 3. EXHIBITS. (a) A separate certification for each principal executive officer and principal financial officer of the registrant are attached hereto. 2 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. Morgan Stanley Municipal Premium Income Trust /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer April 19, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer April 19, 2005 /s/ Francis Smith Francis Smith Principal Financial Officer April 19, 2005 3 EX-99.CERT 2 y07837exv99wcert.txt CERTIFICATION EXHIBIT 3 A1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Ronald E. Robison, certify that: 1. I have reviewed this report on Form N-Q of Morgan Stanley Municipal Premium Income Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 19, 2005 /s/ Ronald E. Robison Ronald E. Robison Principal Executive Officer 4 EXHIBIT 3 A2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER I, Francis Smith, certify that: 1. I have reviewed this report on Form N-Q of Morgan Stanley Municipal Premium Income Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Omitted; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: April 19, 2005 /s/ Francis Smith Francis Smith Principal Financial Officer 5 -----END PRIVACY-ENHANCED MESSAGE-----