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					         UTAH EDUCATIONAL SAVINGS PLAN
          A Component Unit of the State of Utah


                     Financial Statements
               For the Year Ended June 30, 2010



                        Report No. 10-20




Keeping Utah                    AUSTON G. JOHNSON, CPA
Financially Strong               UTAH STATE AUDITOR
UTAH EDUCATIONAL SAVINGS PLAN
 A Component Unit of the State of Utah
                 ________


             Financial Statements
      For the Year Ended June 30, 2010

                 ________


              Report No. 10-20
                   UTAH EDUCATIONAL SAVINGS PLAN
                   A COMPONENT UNIT OF THE STATE OF UTAH
                       FOR THE YEAR ENDED JUNE 30, 2010


                                  TABLE OF CONTENTS

                                                           Page

INDEPENDENT STATE AUDITOR’S REPORT                          1

BASIC FINANCIAL STATEMENTS:

  Statement of Fiduciary Net Assets                         3
  Statement of Changes in Fiduciary Net Assets              4
  Notes to Financial Statements                             5

SUPPLEMENTAL SCHEDULES                                     12
                                               STATE OF UTAH                         DEPUTY STATE AUDITOR:
                                                                                      Joe Christensen, CPA
                                    Office of the State Auditor
                                          UTAH STATE CAPITOL COMPLEX                 FINANCIAL AUDIT DIRECTORS:
                                        EAST OFFICE BUILDING, SUITE E310              Van H. Christensen, CPA
                                                 P.O. BOX 142310                      Deborah A. Empey, CPA
                                         SALT LAKE CITY, UTAH 84114-2310              Stan Godfrey, CPA
                                                  (801) 538-1025
                                                                                      Jon T. Johnson, CPA
                                                FAX (801) 538-1383
Auston G. Johnson, CPA
    STATE AUDITOR




                                INDEPENDENT STATE AUDITOR'S REPORT

     To the Utah State Board of Regents,
     the UHEAA Audit Committee,
          and
     William A. Sederburg, Commissioner of Higher Education

     We have audited the accompanying basic financial statements of the Utah Educational Savings
     Plan (UESP), a component unit of the State of Utah, as of and for the year ended June 30, 2010,
     as listed in the table of contents. These financial statements are the responsibility of UESP’s
     management. Our responsibility is to express an opinion on these financial statements based on
     our audit.

     We conducted our audit in accordance with auditing standards generally accepted in the United
     States of America and the standards applicable to financial audits contained in Government
     Auditing Standards, issued by the Comptroller General of the United States. Those standards
     require that we plan and perform the audit to obtain reasonable assurance about whether the
     financial statements are free of material misstatement. An audit includes consideration of
     internal control over financial reporting as a basis for designing audit procedures that are
     appropriate in the circumstances, but not for the purpose of expressing an opinion on the
     effectiveness of UESP’s internal control over financial reporting. Accordingly, we express no
     such opinion. An audit also includes examining, on a test basis, evidence supporting the
     amounts and disclosures in the financial statements, 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 referred to above present fairly, in all material respects,
     the fiduciary net assets of the Utah Educational Savings Plan as of June 30, 2010, and the
     changes in fiduciary net assets for the year then ended in conformity with accounting principles
     generally accepted in the United States of America.

     In accordance with Government Auditing Standards, we have also issued our report dated
     October 11, 2010 on our consideration of UESP’s internal control over financial reporting and on
     our tests of its compliance with certain provisions of laws, regulations, contracts and grant
     agreements, and other matters. The purpose of that report is to describe the scope of our testing
     of internal control over financial reporting and compliance and the results of that testing, and not
     to provide an opinion on the internal control over financial reporting or on compliance. That


                                                      1
report is an integral part of an audit performed in accordance with Government Auditing
Standards and should be considered in assessing the results of our audit.

Our audit was conducted for the purpose of forming an opinion on UESP’s financial statements.
The accompanying supplemental schedules on pages 13 and 14 are presented for purposes of
additional analysis and are not a required part of the financial statements. The accompanying
supplemental schedules have been subjected to the auditing procedures applied by us in the audit
of the financial statements and, in our opinion, based on our audit, are fairly stated in all material
respects in relation to the financial statements taken as a whole.

The Utah Educational Savings Plan has not presented management’s discussion and analysis that
accounting principles generally accepted in the United States has determined is necessary to
supplement, although not required to be part of, the basic financial statements.




Auston G. Johnson, CPA
Utah State Auditor
October 11, 2010




                                                  2
               UTAH EDUCATIONAL SAVINGS PLAN
                           Statement of Fiduciary Net Assets
                                    June 30, 2010




ASSETS
   Current Assets
      Cash and cash equivalents (Note 2)                               $         437,677
      Investments (Note 2)                                                 3,112,104,931
      Accounts receivable                                                         51,000
         Total Current Assets                                              3,112,593,608

   Noncurrent Assets
       Capital assets, less accumulated depreciation
          of $672,269 (Note 3)                                                  176,240
           Total Noncurrent Assets                                              176,240

           TOTAL ASSETS                                                    3,112,769,848

LIABILITIES
   Current Liabilities
      Accounts payable                                                          141,055
      Payable to affiliate (Note 6)                                             230,218
      Line of credit                                                              7,761
      Accrued vacation (Note 4)                                                  96,680
         Total Current Liabilities                                              475,714

   Noncurrent Liabilities
      Accrued vacation (Note 4)                                                  45,434
        Total Noncurrent Liabilities                                             45,434


          TOTAL LIABILITIES                                                     521,148


FIDUCIARY NET ASSETS - Held in trust for:
   Program Fund                                                            3,098,097,153
   Endowment Fund                                                              6,039,437
   Administrative Fund                                                         8,112,110

           TOTAL FIDUCIARY NET ASSETS                                  $ 3,112,248,700



                         The accompanying notes are an integral part
                                of these financial statements.




                                               3
                  UTAH EDUCATIONAL SAVINGS PLAN
                      Statement of Changes in Fiduciary Net Assets
                           For the Year Ended June 30, 2010




ADDITIONS
 Program investments (Note 5)                                            $    467,647,047
 Interest and dividends (Note 2)                                               65,751,825
 Net increase (decrease) in fair value of investments (Note 2)                264,902,594
 Scholarship sponsorships                                                          35,000
      TOTAL ADDITIONS                                                         798,336,466

DEDUCTIONS
 Withdrawals (Note 5)                                                         107,937,006
 Administrative and support services (Note 6)                                   5,225,176
      TOTAL DEDUCTIONS                                                        113,162,182


CHANGES IN NET ASSETS HELD IN TRUST                                           685,174,284


NET ASSETS - Beginning of Year                                               2,427,074,416
NET ASSETS - End of Year                                                 $ 3,112,248,700




                           The accompanying notes are an integral part
                                  of these financial statements.




                                                 4
                    UTAH EDUCATIONAL SAVINGS PLAN
                                Notes to Financial Statements
                              For the Year Ended June 30, 2010


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization – The Utah Educational Savings Plan (UESP) was formed in April 1996 for
     the purpose of providing Account Owners with an opportunity to save for the future
     educational expenses of designated beneficiaries. UESP began operations June 30, 1996
     and is a component unit of the State of Utah as defined by Governmental Accounting
     Standards Board Statement No. 14, The Financial Reporting Entity. The board of
     directors of UESP is the State Board of Regents (the Board) acting in its capacity as the
     Utah Higher Education Assistance Authority under Utah Code, Title 53B, Chapter 12.
     Because the State of Utah appoints the majority of the Board and because UESP is
     fiduciary in nature, the financial activity of UESP is included in the State’s
     Comprehensive Annual Financial Report as a Private Purpose Trust Fund.

     Fund Accounting – UESP maintains accounting records under the fund accounting
     concept. The funds are separate sets of self-balancing accounts set up in accordance with
     the authorizing act. The following funds are administered by UESP:

            Program Fund – All moneys invested by individuals in accordance with the
            account agreements are accounted for in the Program Fund. The moneys are
            invested in accordance with the Utah Money Management Act and UESP
            investment policy. The moneys are primarily used to pay qualified higher
            educational expenses on behalf of designated beneficiaries. Under current federal
            and state law, earnings on contributions made to UESP accounts are not subject to
            federal or Utah State income tax if the funds are used for the qualified higher
            education expenses of the beneficiary. At June 30, 2010, UESP held investments
            for 162,277 accounts under the Program Fund.

            Internal Revenue Code, Section 529 requires UESP to set a limit on the maximum
            amount of contributions for a single beneficiary. UESP’s limit for the calendar
            year ending December 31, 2010, is $368,000. For the calendar year ended
            December 31, 2009, the limit was $346,500. This reflects the possible costs of a
            bachelor’s and graduate degree including housing.

            Endowment Fund – The Endowment Fund may be used to enhance the savings of
            low income Account Owners to fund scholarships, to offer other college savings
            incentives or to be transferred to the Administrative Fund. Endowment Fund
            earnings not accruing to a beneficiary under an account agreement or not
            transferred to the Administrative Fund shall be reinvested in the Endowment
            Fund.




                                             5
                    UTAH EDUCATIONAL SAVINGS PLAN
                                 Notes to Financial Statements
                               For the Year Ended June 30, 2010


            Administrative Fund – Funds generated by fees and transfers authorized by the
            Board are maintained in this fund. Transfers may be made from the Program
            Fund to the Administrative Fund to pay operating costs associated with
            administering UESP as allowed under Title 53B-8a-103 through 53B-8a-105 of
            the Utah Code and as included in the budget approved by the Board.

     Basis of Accounting – The accounting and reporting policies of UESP conform to
     generally accepted accounting principles and follow the accrual basis of accounting.
     Under this basis of accounting, revenues are recognized when earned and expenses are
     recognized when incurred. UESP’s funds are accounted for on an economic resources
     measurement focus. All assets and liabilities associated with UESP are included on the
     statement of fiduciary net assets.

     Use of Estimates – The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities and disclosures of contingent
     assets and liabilities at the date of the financial statements and the reported amounts of
     additions and deductions of net assets during the reporting period. Actual results could
     differ from those estimates.

     Capital Assets – Capital assets are stated at cost – net of accumulated depreciation.
     UESP capitalizes assets that exceed a $5,000 threshold. Depreciation is provided over
     the estimated useful lives, ranging from 3 to 10 years, using the straight-line method.


2.   CASH, CASH EQUIVALENTS AND INVESTMENTS

     Utah Money Management Council – The State of Utah Money Management Council has
     the responsibility to advise the State Treasurer about investment policies, promote
     measures and rules that will assist in strengthening the banking and credit structure of the
     state, and review the rules adopted under the authority of the State of Utah Money
     Management Act that relate to the deposit and investment of public funds.

     UESP follows Rule 2 of the Utah Money Management Council, in accordance with Utah
     Code, Title 53B, Chapter 8a, and UESP investment policy in handling its depository and
     investment transactions. This includes following the Utah Money Management Act
     (Utah Code, Title 51, Chapter 7) for requirements related to depositing of UESP funds in
     a qualified depository. The Act defines a qualified depository as any financial institution
     whose deposits are insured by an agency of the Federal Government and which has been
     certified by the State Commissioner of Financial Institutions as meeting the requirements
     of the Act and adhering to the rules of the Utah Money Management Council.




                                              6
               UTAH EDUCATIONAL SAVINGS PLAN
                           Notes to Financial Statements
                         For the Year Ended June 30, 2010


Investments – Rule 2 of the Utah Money Management Council also defines the types of
securities authorized as appropriate investments for UESP and the conditions for making
investment transactions. Investment transactions may be conducted only through
qualified depositories, certified dealers, or directly with issuers of the investment
securities. Rule 2 of the Utah Money Management Council authorizes UESP to invest in
the following:

      Negotiable or nonnegotiable deposits of qualified depositories and permitted
       negotiable depositories.
      Repurchase and reverse repurchase agreements.
      Commercial paper that is classified as “first tier” by two nationally recognized
       statistical rating organizations, one of which must be Moody’s Investors Services
       or Standard & Poor’s.
      Bankers’ acceptances.
      Obligations of the United States Treasury, including bills, notes, and bonds.
      Bonds, notes, and other evidence of indebtedness of political subdivisions of the
       state.
      Fixed rate corporate obligations and variable rate securities rated “A” or higher,
       or the equivalent of “A” or higher, by two nationally recognized statistical rating
       organizations.
      Shares or certificates in a money market mutual fund as defined in the Act.
      The Utah Public Treasurers’ Investment Fund.

Rule 2 also allows UESP to invest in any of the following subject to satisfying certain
criteria:

      Professionally managed pooled or commingled investment funds.
      Equity securities, including common stock, convertible preferred stock or
       convertible bonds.
      Fixed-income securities, including bonds, notes, mortgage securities and zero
       coupon securities issued by corporations.
      Fixed-income securities issued by agencies of the United States and United States
       government-sponsored organizations.




                                        7
                       UTAH EDUCATIONAL SAVINGS PLAN
                                    Notes to Financial Statements
                                  For the Year Ended June 30, 2010


As authorized by Utah Code, Title 53B, Chapter 8a, current UESP policies require contributions
to accounts to be invested in one or more of the following: equity growth and income (stock)
funds, fixed-income (bond) funds and short-term money market funds. Additionally,
contributions are invested in an FDIC-insured savings account. The investment vehicles
currently established by UESP policies are as follows:

              Bank savings accounts
               - FDIC-Insured Savings
              Short-term money market funds
               - Utah Public Treasurers’ Investment Fund
              Vanguard equity growth and income (stock) funds
               - Institutional Index Fund
               - Mid-Cap Index Fund
               - Small-Cap Index Fund
               - International Growth Fund
               - International Value Fund
               - Total Stock Market Index Fund
               - Institutional Developed Markets Index Fund
              Vanguard fixed income (bond) funds
               - Institutional Total Bond Market Index Fund


       UESP’s cash, cash equivalents and investments as of June 30, 2010, are listed below:

           Cash, Cash Equivalents and Investments                           Fair Value
              Bank Deposits                                             $         437,677
              FDIC-Insured Savings                                            235,136,922
              Utah Public Treasurers’ Investment Fund                         126,541,165
              Vanguard Institutional Index Fund                             1,229,636,347
              Vanguard Mid-Cap Index Fund                                     261,620,275
              Vanguard Small-Cap Index Fund                                   260,170,893
              Vanguard International Growth Fund                              104,884,084
              Vanguard International Value Fund                                98,965,200
              Vanguard Total Stock Market Index Fund                           49,906,420
              Vanguard Institutional Developed Markets Index Fund              20,627,244
              Vanguard Institutional Total Bond Market Index Fund             724,616,381

                    Total                                               $   3,112,542,608




                                                 8
               UTAH EDUCATIONAL SAVINGS PLAN
                            Notes to Financial Statements
                          For the Year Ended June 30, 2010


Custodial Credit Risk (Deposits) – Custodial credit risk is the risk that, in the event of a
bank failure, UESP’s deposits may not be returned to it. UESP follows the requirements
of the Utah Money Management Act regarding custodial credit risk. However, UESP
does not have a formal deposit policy for custodial credit risk beyond what is required by
the Utah Money Management Act. As of June 30, 2010, $2,163,994 of UESP’s bank
balance of $2,413,994 was uninsured and uncollateralized.

Interest Rate Risk – The risk that changes in interest rates will adversely affect the fair
value of an investment. UESP’s policy for managing its exposure to fair value loss
arising from increasing interest rates is to comply with Rule 2 of the Utah Money
Management Council. Rule 2 of the Money Management Council does not allow the
dollar-weighted average maturity of fixed-income securities to exceed ten years. At June
30, 2010, the underlying investments in the Vanguard Institutional Total Bond Market
Index Fund had an average maturity of 6.4 years. Also, the underlying investments in
UESP’s mutual funds and the Utah Public Treasurers’ Investment Fund had average
maturities of less than one year.

Credit Risk – The risk that an issuer or other counterparty to an investment will not fulfill
its obligations. UESP’s policy for reducing its exposure to credit risk is to comply with
Rule 2 of the Utah Money Management Council as previously discussed. At June 30,
2010, UESP’s investments in mutual funds, the Utah Public Treasurers’ Investment Fund
and the Vanguard Total Bond Market Index Fund were unrated.

Foreign Currency Risk – Investments in international securities are naturally subject to
exchange rate risk where relative currency values vary. UESP does not have a formal
investment policy that limits foreign currency transactions as a means of managing its
exposure to foreign currency risk beyond what is required by Rule 2 of the Utah Money
Management Council.

Public Treasurers’ Investment Fund – The Utah State Treasurer’s Office operates the
Public Treasurers’ Investment Fund (PTIF) investment pool. The PTIF is available for
investment of funds administered by any Utah public treasurer.

The PTIF is not registered with the SEC as an investment company. The PTIF is
authorized and regulated by the Utah Money Management Act. The Act established the
Money Management Council which oversees the activities of the State Treasurer and the
PTIF and details the types of authorized investments. Deposits in the PTIF are not
insured or otherwise guaranteed by the State of Utah and Account Owners share
proportionally in any realized gains or losses on investments.

The PTIF operates and reports to participants on an amortized cost basis. The income,
gains and losses, net of administration fees, of the PTIF are allocated based upon the
participant’s average daily balance. The fair value of the PTIF investment pool is
approximately equal to the value of the pool shares.


                                         9
                      UTAH EDUCATIONAL SAVINGS PLAN
                                      Notes to Financial Statements
                                    For the Year Ended June 30, 2010


     FDIC-Insured Savings – Investments in the FDIC-insured savings account earn varying
     rates of interest which are indexed to the PTIF. Contributions to and earnings on the
     FDIC-insured savings account are insured by the FDIC on a pass-through basis to each
     Account Owner up to the maximum amount set by federal law. The amount of FDIC
     insurance provided to an individual is based on the total of (1) the value of an Account
     Owner’s investments in UESP’s FDIC-insured savings account plus (2) the value of other
     accounts held (if any) at Zions First National Bank (the “Bank”), as determined by the
     Bank and by FDIC regulations. It is the Account Owner’s responsibility to determine
     how investments in the savings account would be aggregated with other investments at
     the Bank for purposes of FDIC insurance.


3.   CAPITAL ASSETS

     Activity for the year ended June 30, 2010, was as follows:

                                        Beginning                                             Ending
                                         Balance          Additions        Retirements        Balance
     Description:
       Computer software                $ 608,538        $           -     $         -       $ 608,538
       Computer hardware                   33,955               87,457               -         121,412
       Office equipment                   118,559                    -               -         118,559
         Total at historical cost         761,052               87,457               -         848,509

     Less accumulated depreciation:
        Computer software                (592,181)            (5,924)                -        (598,105)
        Computer hardware                 (17,570)           (12,679)                -         (30,249)
        Office equipment                  (26,676)           (17,239)                -         (43,915)
          Total depreciation             (636,427)           (35,842)                -        (672,269)

     Capital assets, net                $ 124,625        $      51,615     $         -       $ 176,240



4.   CHANGES IN LONG-TERM LIABILITIES

     Activity for the year ended June 30, 2010, was as follows:

                                                                                              Amounts Due
                                    Beginning                                     Ending        Within
                                     Balance        Additions      Reductions     Balance      One Year

     Accrued vacation               $ 96,632     $ 113,742          $ (68,260)   $ 142,114      $ 96,680




                                                 10
                   UTAH EDUCATIONAL SAVINGS PLAN
                                Notes to Financial Statements
                              For the Year Ended June 30, 2010


5.   PROGRAM INVESTMENTS AND WITHDRAWALS

     Funds deposited to UESP accounts are invested in accordance with the account
     agreements and UESP investment policy. For the year ended June 30, 2010, UESP
     received deposits in the amount of $467,647,047. For the year ended June 30, 2010,
     UESP Account Owners withdrew $107,937,006 from the Program Fund.


6.   RELATED PARTY TRANSACTIONS

     Other programs of the Board, the State Board of Regents Student Loan Purchase Program
     and the Student Loan Guarantee Program, provide office facilities, administrative
     services and computer services to UESP. UESP was charged rent and fees for services
     by these two programs totaling $514,395 for the year ended June 30, 2010. Payables to
     these programs, including expense reimbursements, at June 30, 2010, were $124,671.

     The University of Utah provides payroll, benefits and other administrative services for
     UESP. UESP reimbursed the University in the amount of $2,441,855 for the year ended
     June 30, 2010. Payables to the University of Utah at June 30, 2010, were $105,547.


7.   RISK MANAGEMENT

     As a State entity, UESP is self-insured through the Utah State Risk Management Fund
     (the Fund). UESP pays an annual premium for participation in the self-insurance fund.
     Through the Fund, UESP has both property and liability coverage. The Fund provides
     property coverage through a combination of self-insurance and private carriers. The
     Fund provides liability coverage through self-insurance and private carriers up to
     $10,000,000 per occurrence.




                                           11
SUPPLEMENTAL SCHEDULES

 Combining Financial Statements




               12
                                     UTAH EDUCATIONAL SAVINGS PLAN
                                          Combining Statement of Fiduciary Net Assets
                                                        June 30, 2010




                                                        Program             Endowment       Administrative
                                                         Fund                 Fund             Fund                 Total
ASSETS
   Current Assets
      Cash and cash equivalents                    $         292,121    $              -    $      145,556   $         437,677
      Investments                                      3,098,454,158           6,039,437         7,611,336       3,112,104,931
      Due (to) from related fund                            (641,365)                  -           641,365                   -
      Accounts receivable                                          -                   -            51,000              51,000
         Total Current Assets                          3,098,104,914           6,039,437         8,449,257       3,112,593,608

    Noncurrent Assets
       Capital assets, less accumulated
        depreciation of $672,269                                   -                    -         176,240             176,240
          Total Noncurrent Assets                                  -                    -         176,240             176,240

           TOTAL ASSETS                                3,098,104,914           6,039,437         8,625,497       3,112,769,848

LIABILITIES
   Current Liabilities
      Accounts payable                                             -                    -         141,055             141,055
      Payable to affiliate                                         -                    -         230,218             230,218
      Line of credit                                           7,761                    -               -               7,761
      Accrued vacation                                             -                    -          96,680              96,680
         Total Current Liabilities                             7,761                    -         467,953             475,714

    Noncurrent Liabilities
       Accrued vacation                                            -                    -          45,434              45,434
         Total Noncurrent Liabilities                              -                    -          45,434              45,434

          TOTAL LIABILITIES                                    7,761                    -         513,387             521,148

FIDUCIARY NET ASSETS - Held in trust for:
   Program Fund                                        3,098,097,153                   -                 -       3,098,097,153
   Endowment Fund                                                  -           6,039,437                 -           6,039,437
   Administrative Fund                                             -                   -         8,112,110           8,112,110

          TOTAL FIDUCIARY NET ASSETS               $ 3,098,097,153      $      6,039,437    $    8,112,110   $ 3,112,248,700




                                                                  13
                                        UTAH EDUCATIONAL SAVINGS PLAN
                                       Combining Statement of Changes in Fiduciary Net Assets
                                                 For the Year Ended June 30, 2010




                                                            Program         Endowment       Administrative
                                                             Fund             Fund             Fund                 Total



ADDITIONS
 Program investments                                    $    467,647,047    $           -   $            -    $    467,647,047
 Interest and dividends                                       65,669,317            6,885           75,623          65,751,825
 Net increase (decrease) in fair value of investments        264,828,963           23,201           50,430         264,902,594
 Fee income (expense)                                         (7,655,651)               -        7,655,651                   -
 Scholarship sponsorships                                              -                -           35,000              35,000
 Transfers in (out)                                                    -        5,000,000       (5,000,000)                  -
      TOTAL ADDITIONS                                        790,489,676        5,030,086        2,816,704         798,336,466

DEDUCTIONS
 Withdrawals                                                 107,937,006                -                -         107,937,006
 Administrative and support services                                   -                -        5,225,176           5,225,176
      TOTAL DEDUCTIONS                                       107,937,006                -        5,225,176         113,162,182


CHANGES IN NET ASSETS HELD IN TRUST                          682,552,670        5,030,086       (2,408,472)        685,174,284

NET ASSETS - Beginning of Year                              2,415,544,483       1,009,351       10,520,582        2,427,074,416
NET ASSETS - End of Year                                $ 3,098,097,153     $ 6,039,437     $    8,112,110    $ 3,112,248,700




                                                                  14

				
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