THE ADVISORS' INNER CIRCLE FUND
LSV VALUE EQUITY FUND [LOGO OMITTED}
ANNUAL REPORT TO SHAREHOLDERS
AS OF OCTOBER 31, 2000
THIS INFORMATION MUST BE PRECEDED OR ACCOMPANIED
BY A CURRENT PROSPECTUS FOR THE FUND DESCRIBED.
<PAGE>
MANAGER'S DISCUSSION AND ANALYSIS OF FUND PERFORMANCE
The total return of the Fund and the benchmark Russell 1000 Value Index for the
fiscal year and since inception (March 31, 1999) as of October 31, 2000 were as
follows:
12 Months Annualized Since
Ended 10/31/00 Inception
---------------- ----------------
LSV Value Equity Fund 5.9% 5.8%
Russell 1000 Value Index 5.5% 7.4%
During the 19-month period since the Fund was launched, there were two distinct
periods in the market that warrant closer inspection.
--------------------------------------------------------------------------------
First 11 Months Last 8 Months
(Growth Stocks Favored) (Value Stocks Favored)
Inception to March 1, 2000 to
February 29, 2000* October 31, 2000*
----------------------- ----------------------
LSV VALUE EQUITY FUND -12.1% +24.4%
Russell 1000 Value Index -5.2% +18.2%
S&P 500 Composite Index +7.4% +5.4%
NASDAQ Composite Index +90.8% -28.3%
--------------------------------------------------------------------------------
*Not annualized
The dominance of high-priced technology and internet stocks in the first 11
months was not favorable for LSV's deep value portfolio. LSV selects true value
stocks that have consistently traded at a deep discount to the S&P 500 Composite
Index and the value indexes. The most recent 8 months, which have rewarded more
rationally priced stocks, has favored our style of investing. In addition, our
emphasis on selecting from the discounted stocks with good cash flow and
earnings has contributed to our outperformance of the value benchmark.
The portfolio characteristics shown below demonstrate the deep valuation
discount of the Fund's portfolio relative to the indices:
Russell 1000 S&P 500
Characteristic Fund Value Index Index
-------------- ------ -------------- ---------
Price-to-Earnings Ratio 11.1x 19.1x 27.5x
Price-to-Book Ratio 2.0x 3.0x 4.5x
We are encouraged by the market's recent return to rewarding rational valuation
measures and will continue to observe strict risk controls to ensure our style
consistency. We are confident our cash flow and earnings-based model will
continue to select stocks that are poised to outperform as these trends
continue.
1
<PAGE>
COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE LSV VALUE
EQUITY FUND VERSUS THE RUSSELL 1000 VALUE INDEX
Total Return(1)
----------------------------------------
Annualized
One Year Inception
Return to Date
----------------------------------------
5.86% 5.79%
----------------------------------------
[line graph omitted]
plot points as follows:
Russell
LSV Value 1000 Value
Equity Fund Index
3/31/99 10,000 10,000
10/31/95 10,329 10,615
10/31/00 10,934 11,201
(1) These figures represent past performance. Past performance is no guarantee
of future results. The investment return and principal value of an
investment will fluctuate, so an investor's shares, when redeemed, may be
worth more or less than their original cost.
2
<PAGE>
STATEMENT OF NET ASSETS LSV VALUE EQUITY FUND
October 31, 2000
Market
Value
LSV VALUE EQUITY FUND Shares (000)
--------------------------------------------------------------------------------
COMMON STOCKS (99.2%)
AEROSPACE & DEFENSE (3.9%)
Alliant Techsystems* 1,800 $ 162
Boeing 10,000 678
Litton Industries* 2,900 151
--------
991
--------
AIR TRANSPORTATION (1.3%)
Delta Air Lines 7,200 340
--------
AUTOMOTIVE (4.6%)
Delphi Automotive Systems 2,096 33
Ford Motor* 14,160 370
General Motors 5,800 360
Navistar International* 7,400 245
TRW 2,900 122
Visteon 1,060 19
--------
1,149
--------
BANKS (9.8%)
Bank of America 10,000 481
Dime Bancorp 2,900 71
Golden West Financial 10,100 566
Greenpoint Financial 13,000 387
Pacific Century Financial 11,700 148
PNC Financial Services Group 7,700 515
UnionBanCal 13,300 279
--------
2,447
--------
BUILDING & CONSTRUCTION (2.1%)
Centex 2,800 104
Lafarge 4,400 83
Pulte 10,100 336
--------
523
--------
CHEMICALS (3.2%)
Dow Chemical 9,600 294
Eastman Chemical 4,300 184
Sigma-Aldrich 8,800 315
--------
793
--------
COAL MINING (0.0%)
Arch Coal 3 --
--------
COMPUTERS & SERVICES (4.0%)
3Com* 5,600 99
IBM 3,500 345
Iomega* 14,900 73
NCR* 11,300 487
--------
1,004
--------
CONTAINERS & PACKAGING (0.6%)
Ball 4,100 144
--------
Market
Value
Shares (000)
--------------------------------------------------------------------------------
ELECTRICAL SERVICES (11.1%)
DTE Energy 5,000 $ 181
Edison International 11,000 263
Energy East 12,300 248
FPL Group 2,500 165
OGE Energy 5,500 113
PG&E 14,600 393
PPL 13,500 556
Public Service of New Mexico 6,600 182
Public Service Enterprise Group 9,500 394
Tektronix 4,200 299
--------
2,794
--------
FINANCIAL SERVICES (11.4%)
Bear Stearns 8,600 521
Citigroup 8,933 470
Countrywide Credit Industry 8,300 311
Heller Financial 4,900 143
Household International 8,900 448
JP Morgan 3,100 513
Lehman Brothers Holdings 7,000 452
--------
2,858
--------
FOOD, BEVERAGE & TOBACCO (5.3%)
IBP 10,400 214
Philip Morris 14,200 520
Ralcorp Holdings* 10,700 151
Suiza Foods* 3,600 167
Supervalu 6,800 105
Universal 5,900 165
--------
1,322
--------
HOUSEHOLD FURNITURE & FIXTURES (0.4%)
Furniture Brands International* 5,900 100
--------
HOUSEHOLD PRODUCTS (2.1%)
Maytag 9,600 275
Whirlpool 5,800 252
--------
527
--------
INDUSTRIAL (1.1%)
Rockwell International 6,800 267
--------
INSURANCE (8.3%)
Aetna 3,200 185
Allstate 3,130 126
Cigna 4,300 524
Lincoln National 3,900 189
PMI Group 7,600 561
St. Paul 9,700 497
--------
2,082
--------
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
LSV VALUE EQUITY FUND
October 31, 2000
Shares/ Market
Face Amount Value
LSV VALUE EQUITY FUND (concluded) (000) (000)
-------------------------------------------------------------------------------
LEASING & RENTING (1.3%)
Ryder System 10,200 $ 201
Xtra* 2,640 120
-------
321
-------
LUMBER & WOOD PRODUCTS (1.0%)
Georgia-Pacific Group 9,500 255
-------
MACHINERY (2.2%)
Briggs & Stratton 2,800 100
Cummins Engine 3,000 102
FMC* 3,700 281
Tecumseh Products, Cl A 1,800 72
-------
555
-------
MANUFACTURING (0.1%)
Tyco International 325 18
-------
MEDICAL PRODUCTS & SERVICES (1.8%)
Merck 5,000 450
-------
OPTICAL SUPPLIES (0.5%)
Bausch & Lomb 3,200 123
-------
PETROLEUM & FUEL PRODUCTS (0.9%)
Occidental Petroleum 11,300 225
-------
PETROLEUM REFINING (8.0%)
Amerada Hess 5,600 347
Ashland 10,500 344
Exxon Mobil 2,700 241
Phillips Petroleum 7,400 457
Tosco 11,600 332
Ultramar Diamond Shamrock 10,800 284
-------
2,005
-------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES (1.2%)
Eastman Kodak 6,500 292
-------
PRINTING & PUBLISHING (1.4%)
Knight Ridder 4,500 226
R.R Donnelley & Sons 5,700 123
-------
349
-------
RETAIL (3.0%)
Darden Restaurants 19,900 448
Sears Roebuck 10,500 312
-------
760
-------
Shares/ Market
Face Amount Value
(000) (000)
-------------------------------------------------------------------------------
TELEPHONES & TELECOMMUNICATIONS (8.6%)
AT&T 6,400 148
BellSouth 10,600 512
Harris 9,400 298
Qwest Communications
International* 4,945 240
SBC Communications 7,400 427
Sprint (FON Group) 3,880 99
Verizon Communications 7,442 430
-------
2,154
-------
TOTAL COMMON STOCKS
(Cost $22,709) 24,848
-------
REPURCHASE AGREEMENT (1.2%)
Morgan Stanley Dean Witter
6.250%, dated 10/31/00,
matures 11/01/00, repurchase
price $294,108 (collateralized
by U.S. Treasury Note, 02/15/01,
market value $301,425) $294 294
-------
TOTAL REPURCHASE AGREEMENT
(Cost $294) 294
-------
TOTAL INVESTMENTS (100.4%)
(Cost $23,003) 25,142
-------
OTHER ASSETS AND LIABILITIES, NET (-0.4%) (103)
-------
NET ASSETS:
Portfolio Shares (unlimited
authorization -- no par value)
based on 2,302,595 outstanding
shares of beneficial interest 22,650
Undistributed Net Investment Income 222
Accumulated Net Realized Gain
on Investments 28
Net Unrealized Appreciation
on Investments 2,139
-------
TOTAL NET ASSETS (100.0%) $25,039
=======
Net Asset Value, Offering and Redemption
Price Per Share $10.87
=======
* NON-INCOME PRODUCING SECURITY
CL--CLASS
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
STATEMENT OF OPERATIONS (000) LSV VALUE EQUITY FUND
For the Year Ended October 31, 2000
LSV VALUE
EQUITY FUND
--------------------------------------------------------------------------------
Investment Income:
Dividend Income.................................................. $ 411
Interest Income.................................................. 19
--------------------------------------------------------------------------------
Total Investment Income........................................ 430
--------------------------------------------------------------------------------
Expenses:
Investment Advisory Fees ........................................ 108
Investment Advisory Fee Waiver .................................. (108)
Reimbursements by Adviser........................................ (23)
Administrative Fees ............................................. 75
Transfer Agent Fees ............................................. 34
Professional Fees ............................................... 51
Printing Fees ................................................... 11
Registration and Filing Fees .................................... 10
Trustee Fees .................................................... 6
Custodian Fees .................................................. 6
Insurance and Other Fees......................................... 7
--------------------------------------------------------------------------------
Total Expenses, Net ............................................. 177
--------------------------------------------------------------------------------
Net Investment Income ....................................... 253
--------------------------------------------------------------------------------
Net Realized Gain from Securities Sold .......................... 42
Net Change in Unrealized Appreciation on Investment Securities .. 1,422
--------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments ............... 1,464
--------------------------------------------------------------------------------
Net Increase in Net Assets Resulting From Operations ............ $1,717
================================================================================
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS (000) LSV VALUE EQUITY FUND
For the Periods Ended October 31,
<TABLE>
<CAPTION>
LSV VALUE EQUITY FUND
---------------------------
11/01/99 3/31/99(1)
TO 10/31/00 TO 10/31/99
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Activities:
Net Investment Income ...................................................... $ 253 $ 66
Net Realized Gain (Loss) from Securities Sold .............................. 42 (14)
Net Change in Unrealized Appreciation on Investment Securities............... 1,422 717
---------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from Operations...................... 1,717 769
---------------------------------------------------------------------------------------------------------------
Distributions to Shareholders:
Net Investment Income ...................................................... (97) --
Realized Capital Gains....................................................... -- --
---------------------------------------------------------------------------------------------------------------
Total Distributions....................................................... (97) --
---------------------------------------------------------------------------------------------------------------
Capital Share Transactions:
Proceeds from Shares Issued ................................................ 11,901 12,634
Reinvestment of Cash Distributions ......................................... 97 --
Cost of Shares Redeemed .................................................... (1,944) (38)
---------------------------------------------------------------------------------------------------------------
Increase in Net Assets Derived from Capital Share Transactions ........... 10,054 12,596
---------------------------------------------------------------------------------------------------------------
Total Increase in Net Assets ........................................... 11,674 13,365
---------------------------------------------------------------------------------------------------------------
Net Assets:
Beginning of Period ........................................................ 13,365 --
---------------------------------------------------------------------------------------------------------------
End of Period .............................................................. $25,039 $13,365
---------------------------------------------------------------------------------------------------------------
Shares Issued and Redeemed:
Shares Issued .............................................................. 1,209 1,298
Shares Issued in Lieu of Cash Distributions ................................ 10 --
Shares Redeemed ............................................................ (210) (4)
---------------------------------------------------------------------------------------------------------------
Net Increase in Shares...................................................... 1,009 1,294
===============================================================================================================
<FN>
(1) LSV Value Equity Fund commenced operations on March 31, 1999.
</FN>
</TABLE>
Amounts designated as "--" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
FINANCIAL HIGHLIGHTS LSV VALUE EQUITY FUND
For a Share Outstanding Throughout Each Period
For the Periods Ended October 31,
<TABLE>
<CAPTION>
Ratio
Ratio of Expenses
Net Realized and Distributions Net Net of Net to Average
Asset Unrealized from Asset Assets Ratio Investment Net Assets
Value Net Gains Net Value End of Expenses Income (Excluding
Beginning Investment on Investment End Total of Period to Average to Average Waivers and
of Period Income Securities Income of Period Return (000) Net Assets Net Assets Reimbursements)
--------------------------------------------------------------------------------------------------------------------
----------------------
LSV VALUE EQUITY FUND
----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2000 $10.33 $0.10 $0.50 $(0.06) $10.87 5.86% $25,039 0.90% 1.29% 1.57%
1999(1) 10.00 0.05 0.28 -- 10.33 3.30+ 13,365 0.90 0.95 1.97
</TABLE>
Ratio
of Net
Investment
Income (Loss) to
Average Net
Assets (Excluding Portfolio
Waivers and Turnover
Reimbursements) Rate
--------------------------------
----------------------
LSV VALUE EQUITY FUND
----------------------
2000 0.62% 31.11%
1999(1) (0.12) 10.70
(1) The LSV Value Equity Fund commenced operations on March 31, 1999. All ratios
for the period have been annualized.
+ Total return is for the period indicated and has not been annualized.
Amounts designated as "--" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
7
<PAGE>
NOTES TO FINANCIAL STATEMENTS LSV VALUE EQUITY FUND
October 31, 2000
1. ORGANIZATION:
THE ADVISORS' INNER CIRCLE FUND (the "Trust") is organized as a Massachusetts
business trust under an Amended and Restated Agreement and Declaration of Trust
dated February 18, 1997. The Trust is registered under the Investment Company
Act of 1940, as amended, as a diversified open-end management investment company
with ten portfolios. The financial statements herein are those of the LSV Value
Equity Fund (the "Fund"). The financial statements of the remaining Funds are
not presented herein. The assets of each Fund are segregated, and a
shareholder's interest is limited to the Fund in which shares are held. The
Fund's prospectus provides a description of the Fund's investment objectives,
policies and strategies.
2. SIGNIFICANT ACCOUNTING POLICIES:
The following is a summary of the significant accounting policies followed by
the Fund.
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.
Debt obligations exceeding sixty days to maturity for which market
quotations are readily available are valued at the most recent quoted bid
price. Debt obligations with sixty days or less remaining until maturity
may be valued at their amortized cost, which approximates market value.
Securities for which quotations are not readily available are valued at
fair value as determined in good faith by, or in accordance with
procedures approved by, the Board of Trustees.
FEDERAL INCOME TAXES -- It is the Fund's intention to qualify as a
regulated investment company by complying with the appropriate provisions
of the Internal Revenue Code of 1986, as amended. Accordingly, no
provision for Federal income taxes is required.
SECURITY TRANSACTIONS AND INVESTMENT INCOME -- Security transactions are
accounted for on the date the security is purchased or sold (trade date).
Costs used in determining realized gains and losses on the sales of
investment securities are those of the specific securities sold, adjusted
for the accretion and amortization of purchase discounts or premiums
during the respective holding period which is calculated using the
effective interest method. Interest income is recognized on the accrual
basis. Dividend income is recorded on the ex-date.
NET ASSET VALUE PER SHARE -- The net asset value per share of the Fund is
calculated on each business day by dividing the total value of assets,
less liabilities, by the number of shares outstanding.
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 and provisions adopted by
the Adviser ensure that the market value of the collateral, including
accrued interest thereon, is sufficient in the event of default by the
counterparty. If the counterparty defaults and the value of the
collateral declines or if the counterparty enters into an insolvency
proceeding, realization of the collateral by the Funds may be delayed or
limited.
EXPENSES -- Expenses that are directly related to the Fund are charged to
the Fund. Other operating expenses of the Trust are prorated to the Fund
on the basis of relative daily net assets compared to the aggregate daily
net assets of the Trust.
DISTRIBUTIONS TO SHAREHOLDERS -- Distributions from net investment income
are declared and paid to shareholders annually. Any net realized capital
gains are distributed to Shareholders at least annually.
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 amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
8
<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded) LSV VALUE EQUITY FUND
October 31, 2000
3. TRANSACTIONS WITH AFFILIATES:
Certain officers of the Trust are also officers of SEI Investments Mutual Funds
Services (the "Administrator") and/or SEI Investments Distribution Co. (the
"Distributor"). Such officers are paid no fees by the Trust for serving as
officers of the Trust.
The Fund has entered into an agreement with the Distributor to act as an agent
in placing repurchase agreements for the Funds. For its services, the
Distributor received $174 for the year ended October 31, 2000.
4. ADMINISTRATION, SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENTS:
The Trust and the Administrator are parties to an Administration Agreement under
which the Administrator provides management and administrative services at an
annual rate of 0.10% of the Funds first $100 million of average daily net
assets; 0.08% of the next $100 million of average daily net assets; and 0.07% of
the Fund's average daily net assets over $200 million. There is a minimum annual
fee of $75,000 per fund and $15,000 per additional class.
DST Systems Inc. (the "Transfer Agent") serves as the transfer agent and
dividend disbursing agent for the Fund under a transfer agency agreement with
the Fund.
The Trust and Distributor are parties to a Distribution Agreement dated August
8, 1994. The Distributor receives no fees for its distribution services under
this agreement.
5. INVESTMENT ADVISORY AND CUSTODIAN AGREEMENTS:
The Fund and LSV Asset Management (the "Adviser") are parties to an Investment
Advisory Agreement dated March 15, 1999 under which the Adviser receives an
annual fee equal to 0.55% of the average daily net assets. The Adviser has, on a
voluntary basis, agreed to waive its fee in order to limit the Fund's total
operating expenses to a maximum of 0.90% of the average daily net assets. The
Adviser reserves the right to terminate this arrangement at any time in its sole
discretion.
First Union National Bank acts as custodian (the "Custodian") for the Fund. The
Custodian plays no role in determining the investment policies of the Fund or
which securities are to be purchased and sold by the Fund.
6. INVESTMENT TRANSACTIONS:
The cost of security purchases and the proceeds from security sales, other than
short-term investments, for the year ended October 31, 2000 are as follows:
LSV VALUE
EQUITY FUND
(000)
-----------
Purchases
U.S. Government ..................... $ --
Other ............................... 16,259
Sales
U.S. Government ..................... --
Other ............................... 5,987
At October 31, 2000, the total cost of securities and the net realized gains or
losses on securities sold for Federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation for securities held by the Fund
at October 31, 2000, is as follows:
LSV VALUE
EQUITY FUND
(000)
-----------
Aggregate gross unrealized
appreciation ........................ $ 3.968
Aggregate gross unrealized
depreciation ........................ (1,829)
-------
Net unrealized appreciation ........... $ 2,139
=======
9
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of
Trustees of LSV Value Equity Fund of
The Advisors' Inner Circle Fund:
We have audited the accompanying statement of net assets of LSV Value Equity
Fund (the "Fund"), one of the funds constituting The Advisors' Inner Circle
Fund, as of October 31, 2000, and the related statement of operations, the
statements of changes in net assets, and the financial highlights for the
periods presented. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights. Our procedures included
confirmation of securities owned as of October 31, 2000, by correspondence with
the custodian and brokers or by other appropriate auditing procedures where
replies from brokers were not received. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of LSV
Value Equity Fund of The Advisors' Inner Circle Fund as of October 31, 2000, and
the results of its operations, the changes in its net assets, and the financial
highlights for the periods presented, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
December 15, 2000
10
<PAGE>
NOTICE TO SHAREHOLDERS
OF
THE ADVISORS' INNER CIRCLE FUND
(UNAUDITED)
For shareholders that do not have an October 31, 2000 tax year end, this notice
is for informational purposes only. For shareholders with an October 31, 2000
tax year end, please consult your tax advisor as to the pertinence of this
notice. For the fiscal year ended October 31, 2000, each portfolio is
designating the following items with regard to distributions paid during the
year.
<TABLE>
<CAPTION>
LONG TERM
(20% RATE) ORDINARY
CAPITAL GAIN INCOME TAX-EXEMPT TOTAL QUALIFYING
FUND DISTRIBUTION DISTRIBUTIONS INTEREST DISTRIBUTIONS DIVIDENDS(1)
----- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
LSV Value Equity Fund 0.00% 100.00% 0.00% 100.00% 31.77%
</TABLE>
-----------------
(1) Qualifying dividends represent dividends which qualify for the corporate
dividends received deduction. and is reflected as a percentage of "Ordinary
Income Distributions".
11
<PAGE>
NOTES
<PAGE>
TRUST:
The Advisors' Inner Circle Fund
FUND:
LSV Value Equity Fund
ADVISER:
LSV Asset Management
DISTRIBUTOR:
SEI Investments Distribution Co.
ADMINISTRATOR:
SEI Investments Mutual Funds Services
LEGAL COUNSEL:
Morgan, Lewis & Bockius LLP
INDEPENDENT PUBLIC ACCOUNTANTS:
Arthur Andersen LLP
LSV-F-004-02000
