Common use of Government and Agency Securities Clause in Contracts

Government and Agency Securities. A debt security issued by the United States Treasury Department or an agency created and sponsored by the United States government. MORTGAGE-BACKED SECURITIES Ownership claim in a pool of mortgages or an obligation that is secured by such a pool. AGENCY CMOs Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into at least two classes or tranches. NON-AGENCY CMOs Securitization of a pool of first liens on residential mortgages which do not conform to agency (GNMA, FNMA or FHLMC) underwriting guidelines, or a pool of commercial loans into at least two classes or tranches. AGENCY PASS THROUGHS Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into one class, which pays monthly interest and principal passed directly from the debtor to the investor through an intermediary. SUPPORT TRANCHES CMO classes that receive principal payments only after scheduled payments have been made on specified PAC, TAC and/or Scheduled bonds for each payment date. ASSET-BACKED SECURITIES Securitization of a pool of collateral into at least two classes or tranches. Acceptable collateral includes auto loans, credit card receivables, home-equity loans or manufactured housing loans. CORPORATE DEBT Debt which is registered with the SEC and issued by either a corporation or a public utility. 144A Private unregistered security issued under SEC Rule 144A. PRIVATE PLACEMENTS Privately negotiated debt transactions between an issuer and buyer. FOREIGN DEBT Debt issued by a legal entity incorporated outside of the United States. Only U.S. dollar denominated securities are permitted. NON-INVESTMENT GRADE SECURITIES A security with a credit quality rating of BB or lower. Only securities currently rated at least BB/NAIC "3" are permitted. CASH AND CASH EQUIVALENTS Short-term debt such as listed below, with a stated maturity within 270 days from date of purchase: - U.S. Government or agency securities - Certificates of deposit - Commercial paper - Bankers acceptances - Repurchase agreements - Corporate debt rated AA or better - Money market funds - Loan participation notes ADDITIONAL DEFINITIONS Newly issued and TBA securities as well as extended settlements on purchases of permitted securities are explicitly allowed as long as the securities involved otherwise comply with these stated investment guidelines. Such transactions are not considered to be forward contacts.

Government and Agency Securities. A debt security issued by the United States Treasury Department or an agency created and sponsored by the United States government. MORTGAGE-BACKED SECURITIES Ownership claim in a pool of mortgages or an obligation that is secured by such a pool. AGENCY CMOs Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into at least two classes or tranches. NON-AGENCY CMOs Securitization of a pool of first liens on residential mortgages which do not conform to agency (GNMA, FNMA or FHLMC) underwriting guidelines, or a pool of commercial loans into at least two classes or tranches. AGENCY PASS THROUGHS Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into one class, which pays monthly interest and principal passed directly from the debtor to the investor through an intermediary. SUPPORT TRANCHES CMO classes that receive principal payments only after scheduled payments have been made on specified PAC, TAC and/or Scheduled bonds for each payment date. ASSET-BACKED SECURITIES Securitization of a pool of collateral into at least two classes or tranches. Acceptable collateral includes auto loans, credit card receivables, home-equity loans or manufactured housing loans. CORPORATE DEBT Debt which is registered with the SEC and issued by either a corporation or a public utility. 144A PRIVATE PLACEMENTS Private unregistered security issued under SEC Rule 144A. PRIVATE PLACEMENTS Privately negotiated debt transactions between an issuer and buyer. Not permitted. FOREIGN DEBT Debt issued by a legal entity incorporated outside of the United States. Only U.S. dollar denominated securities are permitted. NON-INVESTMENT GRADE SECURITIES A security with a credit quality rating of BB BB+ or lower. Only securities currently rated at least BB/NAIC "3" are permitted. CASH AND CASH EQUIVALENTS Short-term debt such as listed below, with a stated maturity within 270 days from date of purchase, rated at least A-1/P-1 or the equivalent: - U.S. Government or agency securities Agency Securities - Certificates of deposit Deposit - Commercial paper - Bankers acceptances - Repurchase agreements - Corporate debt rated AA or better - Money market funds - Loan participation notes; provided the notes ADDITIONAL DEFINITIONS Newly are issued by A1/P1 companies and TBA administered through A1/P1 banks. - Bank One Money Market Deposit Account During the 90 day ramp up period after closing, these investments can be made in A2/P2 securities as well as extended settlements on purchases of permitted securities are explicitly allowed as long as the securities involved otherwise comply with these stated investment guidelinesoverall portfolio credit quality and duration requirements met. Such transactions are not considered to be forward contacts.EXHIBIT B INVESTMENT PORTFOLIO MANAGER AGREEMENT

Government and Agency Securities. A debt security issued by the United States Treasury Department or an agency created and sponsored by the United States government. MORTGAGE-BACKED SECURITIES Ownership claim in a pool of mortgages or an obligation that is secured by such a pool. AGENCY CMOs Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into at least two classes or tranches. NON-AGENCY CMOs Securitization of a pool of first liens on residential mortgages which do not conform to agency (GNMA, FNMA or FHLMC) underwriting guidelines, or a pool of commercial loans into at least two classes or tranches. AGENCY PASS THROUGHS Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into one class, which pays monthly interest and principal passed directly from the debtor to the investor through an intermediary. SUPPORT TRANCHES CMO classes that receive principal payments only after scheduled payments have been made on specified PAC, TAC and/or Scheduled bonds for each payment date. ASSET-BACKED SECURITIES Securitization of a pool of collateral into at least two classes or tranches. Acceptable collateral includes auto loans, credit card receivables, home-equity loans or manufactured housing loans. CORPORATE CORPORATE, DEBT Debt which is registered with the SEC and issued by either a corporation or a public utility. 144A PRIVATE PLACEMENTS Private unregistered security issued under SEC Rule 144A. PRIVATE PLACEMENTS Privately negotiated debt transactions between an issuer and buyer. Not permitted. FOREIGN DEBT Debt issued by a legal entity incorporated outside of the United States. Only U.S. dollar denominated securities are permitted. NON-INVESTMENT GRADE SECURITIES A security with a credit quality rating of BB BB+ or lower. Only securities currently rated at least BB/NAIC "3" are permitted. CASH AND CASH EQUIVALENTS Short-term debt such as listed below, with a stated maturity within 270 days from date of purchase, rated at least A-1/P-1 or the equivalent: - U.S. Government or agency securities - Certificates of deposit - Commercial paper - Bankers acceptances - Repurchase agreements - Corporate debt rated AA or better - Money market funds - Loan participation notes; provided the notes are issued by A1/P1 companies and administered through A1/P1 banks. - Bank One Money Market Deposit Account During the 90 day ramp up period after closing, these investments can be made in A2/P2 securities as long as the overall portfolio credit quality and duration requirements are met. ADDITIONAL DEFINITIONS Newly issued and TBA securities as well as extended settlements settlement on purchases of permitted securities are explicitly allowed as long as the securities involved otherwise comply with these stated investment guidelines. Such transactions are not considered to be forward contacts. PROHIBITED ASSET CLASSES The following asset classes are prohibited investments: Interest only CMO class Principal only CMO class Inverse floater CMO class Forwards* Futures* Options* *Except as explicitly discussed under Permitted Asset Classes. EXHIBIT B INVESTMENT SERVICES AGREEMENT This is an INVESTMENT SERVICES AGREEMENT (this "Agreement") made effective as of the 24th day of April, 1998, by and between INTEGRITY CAPITAL ADVISORS, INC., a Delaware corporation ("Company"), and ARM CAPITAL ADVISORS, LLC, a Delaware limited liability company ("Advisor") which is registered as an investment adviser under the Investment Advisers Act of 1940 (the "Advisers Act").

Government and Agency Securities. A debt security issued by the United States Treasury Department or an agency created and sponsored by the United States government. MORTGAGE-BACKED SECURITIES Ownership claim in a pool of mortgages or an obligation that is secured by such a pool. AGENCY CMOs Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into at least two classes or tranches. NON-AGENCY CMOs Securitization of a pool of first liens on residential mortgages which do not conform to agency (GNMA, FNMA or FHLMC) underwriting guidelines, or a pool of commercial loans into at least two classes or tranches. AGENCY PASS THROUGHS Securitization of a pool of first liens on residential properties backed by GNMA, FNMA or FHLMC into one class, which pays monthly interest and principal passed directly from the debtor to the investor through an intermediary. SUPPORT TRANCHES CMO classes that receive principal payments only after scheduled payments have been made on specified PAC, TAC and/or Scheduled bonds for each payment date. ASSET-BACKED SECURITIES Securitization of a pool of collateral into at least two classes or tranches. Acceptable collateral includes auto loans, credit card receivables, home-equity loans or manufactured housing loans. CORPORATE DEBT Debt which is registered with the SEC and issued by either a corporation or a public utility. 144A PRIVATE PLACEMENTS Private unregistered security issued under SEC Rule 144A. PRIVATE PLACEMENTS Privately negotiated debt transactions between an issuer and buyer. Not permitted. FOREIGN DEBT Debt issued by a legal entity incorporated outside of the United States. Only U.S. dollar denominated securities are permitted. NON-INVESTMENT GRADE SECURITIES A security with a credit quality rating of BB BB+ or lower. Only securities currently rated at least BB/NAIC "3" are permitted. CASH AND CASH EQUIVALENTS Short-term debt such as listed below, with a stated maturity within 270 days from date of purchase, rated at least A-1/P-1 or the equivalent: - U.S. -U.S. Government or agency securities - Certificates -Certificates of deposit - Commercial -Commercial paper - Bankers -Bankers acceptances - Repurchase -Repurchase agreements - Corporate -Corporate debt rated AA or better - Money -Money market funds - Loan -Loan participation notes; provided the notes ADDITIONAL DEFINITIONS Newly are issued by A1/P1 companies and TBA administered through A1/P1 banks. -Bank One Money Market Deposit Account During the 90 day ramp up period after closing, these investments can be made in A2/P2 securities as well as extended settlements on purchases of permitted securities are explicitly allowed as long as the securities involved otherwise comply with these stated overall portfolio credit quality and duration requirements are met. EXHIBIT B INVESTMENT PORTFOLIO MANAGER AGREEMENT INVESTMENT SERVICES AGREEMENT This is an INVESTMENT SERVICES AGREEMENT (this "Agreement") made effective as of the 24th day of April, 1998, by and between INTEGRITY CAPITAL ADVISORS, INC., a Delaware corporation ("Company"), and ARM CAPITAL ADVISORS, LLC, a Delaware limited liability company ("Advisor") which is registered as an investment guidelines. Such transactions are not considered to be forward contactsadviser under the Investment Advisers Act of 1940 (the "Advisers Act").