Exhibit 8
CUSTODIAN AGREEMENT
BETWEEN
ASSET ALLOCATION PORTFOLIOS
AND
INVESTORS BANK AND TRUST
TABLE OF CONTENTS
PAGE
1. Bank Appointed Custodian..............................
2. Definitions...........................................
2.1 Authorized Person...............................
2.2 Security........................................
2.3 Portfolio Security..............................
2.4 Officers' Certificate...........................
2.5 Book Entry System...............................
2.6 Depository......................................
2.7 Proper Instructions.............................
3. Separate Accounts.....................................
4. Certification as to Authorized Persons................
5. Custody of Cash.......................................
5.1 Purchase of Securities..........................
5.2 Redemptions.....................................
5.3 Distributions and Expenses of Fund..............
5.4 Payment in Respect of Securities................
5.5 Repayment of Loans..............................
5.6 Repayment of Cash...............................
5.7 Foreign Exchange Transactions...................
5.8 Other Authorized Payments.......................
5.9 Termination.....................................
6. Securities............................................
6.1 Segregation and Registration....................
6.2 Voting and Proxies..............................
6.3 Book-Entry System...............................
6.4 Use of a Depository.............................
6.5 Use of a Book-Entry System for
Commercial Paper................................
6.6 Use of Immobilization Programs..................
6.7 Eurodollar CDs..................................
6.8 Options and Futures Transactions................
(a) Puts and Calls Traded on
Securities Exchanges, NASDAQ
or Over-the-Counter.........................
(b) Puts, Calls and Futures Traded
on Commodities Exchanges....................
6.9 Segregated Account..............................
6.10 Interest Bearing Call or Time Deposits..........
6.11 Transfer of Securities..........................
7. Redemptions...........................................
8. Merger, Dissolution, etc. of Fund.....................
9. Actions of Bank Without Prior Authorization...........
10. Collection; Defaults..................................
11. Maintenance of Records................................
12. Opinion of Fund's Independent Accountant..............
13. Reports to Fund by Independent Public Accountants.....
14. RESERVED..............................................
15. Concerning the Bank...................................
15.1 Performance of Duties; Standard of Care..........
15.2 Agents and Subcustodians.........................
15.3 Insurance........................................
15.4 Fees and Expenses of Bank........................
15.5 Advances by Bank.................................
16. Termination...........................................
17. Notices...............................................
18. Amendments............................................
19. Parties...............................................
20. Governing Law.........................................
21. Limitations of Liability..............................
CUSTODIAN AGREEMENT
AGREEMENT made as of this day of , 199 between Asset Allocation
Portfolios, a New York trust, on behalf of [Asset Allocation Portfolio 200]
[Asset Allocation Portfolio 300] [Asset Allocation Portfolio 400] [Asset
Allocation Portfolio 500] (the "Fund") and INVESTORS BANK & TRUST COMPANY, (the
"Bank").
The Fund, an open-end management investment company desires to place and
maintain all of its portfolio securities and cash in the custody of the Bank.
The Bank has at least the minimum qualifications required by Section 17(f)(1)
of the Investment Company Act of 1940 (the "Act") to act as custodian of the
portfolio securities and cash of the Fund, and has indicated its willingness to
so act, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
contained herein, the parties hereto agree as follows:
1. Bank Appointed Custodian. The Fund hereby appoints the Bank as
custodian of its portfolio securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms and
conditions hereinafter set forth.
2. Definitions. Whenever used herein, the terms listed below will have the
following meaning:
2.1 Authorized Person. Authorized Person will mean any of the
persons duly authorized to give Proper Instructions or otherwise act on
behalf of the Fund by appropriate resolution of its Board of Trustees
(the "Board"), and set forth in a certificate as required by Section 4
hereof.
2.2 Security. The term security as used herein will have the same
meaning as when such term is used in the Securities Act of 1933 as
amended, including, without limitation, any note, stock, treasury stock,
bond, debenture, evidence of indebtedness, certificate of interest or
participation in any profit sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any put, call, straddle, option, or privilege on
any security, certificate of deposit, or group or index of securities
(including any interest therein or based on the value thereof), or any
put, call, straddle, option, or privilege entered into on a national
securities exchange relating to a foreign currency, or, in general, any
interest or instrument commonly known as a "security", or any certificate
of interest or participation in, temporary or interim certificate for,
receipt for, guarantee of, or warrant or right to subscribe to, or option
contract to purchase or sell any of the foregoing and futures, forward
contracts and options thereon.
2.3 Portfolio Security. Portfolio Security will mean any
Security owned by the Fund.
2.4 Officers' Certificate. Officers' Certificate will mean, unless
otherwise indicated, any request, direction, instruction, or
certification in writing signed by any two Authorized Persons of the
Fund.
2.5 Book-Entry System. Book-Entry System shall mean the Federal
Reserve-Treasury Department Book Entry System for United States
government, instrumentality and agency securities operated by the Federal
Reserve Bank, its successor or successors and its nominee or nominees.
2.6 Depository. Depository shall mean The Depository Trust Company
("DTC"), a clearing agency registered with the Securities and Exchange
Commission under Section 17A of the Securities Exchange Act of 1934, its
successor or successors and its nominee or nominees. The term
"Depository" shall further mean and include any other person authorized
to act as a depository under the Act, its successor or successors and its
nominee or nominees, specifically identified in a certified copy of a
resolution of the Board.
2.7 Proper Instructions. Proper Instructions shall mean (i)
instructions (which may be continuing instructions) regarding the
purchase or sale of Portfolio Securities, and payments and deliveries in
connection therewith, given by an Authorized Person as shall have been
designated in an Officers' Certificate, such instructions to be given in
such form and manner as the Bank and the Fund shall agree upon from time
to time, and (ii) instructions (which may be continuing instructions)
regarding other matters signed or initialed by such one or more persons
from time to time designated in an Officers' Certificate as having been
authorized by the Board. Oral instructions will be considered Proper
Instructions if the Bank reasonably believes them to have been given by a
person authorized to give such instructions with respect to the
transaction involved. The Fund shall cause all oral instructions to be
promptly confirmed in writing. The Bank shall act upon and comply with
any subsequent Proper Instruction which modifies a prior instruction and
the sole obligation of the Bank with respect to any follow-up or
confirmatory instruction shall be to make reasonable efforts to detect
any discrepancy between the original instruction and such confirmation
and to report such discrepancy to the Fund. The Fund shall be
responsible, at the Fund's expense, for taking any action, including any
reprocessing, necessary to correct any such discrepancy or error, and to
the extent such action requires the Bank to act the Fund shall give the
Bank specific Proper Instructions as to the action required. Upon receipt
of an Officers' Certificate as to the authorization by the Board
accompanied by a detailed description of procedures approved by the Fund,
Proper Instructions may include communication effected directly between
electromechanical or electronic devices provided that the Board and the
Bank are satisfied that such procedures afford adequate safeguards for
the Fund's assets.
3. Separate Accounts. If the Fund has more than one series or portfolio,
the Bank will segregate the assets of each series or portfolio to which this
Agreement relates into a separate account for each such series or portfolio
containing the assets of such series or portfolio (and all investment earnings
thereon).
4. Certification as to Authorized Persons. The Secretary or Assistant
Secretary of the Fund will at all times maintain on file with the Bank his
certification to the Bank, in such form as may be acceptable to the Bank, of
(i) the names and signatures of the Authorized Persons and (ii) the names of
the members of the Board, it being understood that upon the occurrence of any
change in the information set forth in the most recent certification on file
(including without limitation any person named in the most recent certification
who is no longer an Authorized Person as designated therein), the Secretary or
Assistant Secretary of the Fund will sign a new or amended certification
setting forth the change and the new, additional or omitted names or
signatures. The Bank will be entitled to rely and act upon any Officers'
Certificate given to it by the Fund which has been signed by Authorized Persons
named in the most recent certification.
5. Custody of Cash. As custodian for the Fund, the Bank will open and
maintain a separate account or accounts in the name of the Fund or in the name
of the Bank, as custodian of the Fund, and will deposit to the account of the
Fund all of the cash of the Fund, except for cash held by a subcustodian
appointed pursuant to Section 13.2 hereof, including borrowed funds, delivered
to the Bank, subject only to draft or order by the Bank acting pursuant to the
terms of this Agreement. Upon receipt by the Bank of Proper Instructions (which
may be continuing instructions) or in the case of payments for redemptions and
repurchases of outstanding interests in the Fund, notification from the Fund's
transfer agent as provided in Section 7, requesting such payment, designating
the payee or the account or accounts to which the Bank will release funds for
deposit, and stating that it is for a purpose permitted under the terms of this
Section 5, specifying the applicable subsection, or describing such purpose
with sufficient particularity to permit the Bank to ascertain the applicable
subsection, the Bank will make payments of cash held for the accounts of the
Fund, insofar as funds are available for that purpose, only as permitted in
subsections 5.1 - 5.9 below.
5.1 Purchase of Securities: upon the purchase of securities for the
Fund, against contemporaneous receipt of such securities by the Bank or,
for transactions outside the U.S., against delivery of such securities to
the Bank in accordance with generally accepted settlement practices and
customs in the jurisdiction or market in which the transaction occurs,
registered in the name of the Fund or in the name of, or properly
endorsed and in form for transfer to, the Bank, or a nominee of the Bank,
or receipt for the account of the Bank pursuant to the provisions of
Section 6 below, each payment to be made at the purchase price shown on a
broker's confirmation (or transaction report in the case of Book Entry
Paper) of purchase of the securities received by the Bank before such
payment is made, as confirmed in the Proper Instructions received by the
Bank before such payment is made. In any and every case where payment for
purchases of securities for the account of the Fund is made by the Bank
in advance of receipt of the securities purchased in the absence of
Proper Instructions to so pay in advance, except as expressly permitted
by the first sentence of this paragraph, the Bank shall be absolutely
liable to the Fund for such securities to the same extent as if the
securities had been received by the Bank except that in the case of
repurchase agreements entered into by the Fund with a bank which is a
member of the Federal Reserve System, the Bank may transfer funds to the
account of such bank prior to the receipt of written evidence that the
securities subject to such repurchase agreement have been transferred by
book-entry into a segregated non-proprietary account of the Bank
maintained with the Federal Reserve Bank of Boston or of the safekeeping
receipt, provided that such securities have in fact been so transferred
by book entry;
5.2 Redemptions: in such amount as may be necessary for the
repurchase or redemption of common interests in the Fund offered for
repurchase or redemption in accordance with Section 7 of this Agreement;
5.3 Distributions and Expenses of Fund: for the payment on the
account of the Fund of dividends or other distributions to investors as
may from time to time be declared by the Board, interest, taxes,
management or supervisory fees, distribution fees, fees of the Bank for
its services hereunder and reimbursement of the expenses and liabilities
of the Bank as provided hereunder, fees of any transfer agent, fees for
legal, accounting, and auditing services, or other operating expenses of
the Fund;
5.4 Payment in Respect of Securities: for payments in connection
with the conversion, exchange or surrender of Portfolio Securities or
securities subscribed to by the Fund held by or to be delivered to the
Bank;
5.5 Repayment of Loans: to repay loans of money made to the Fund,
but, in the case of final payment, only upon redelivery to the Bank of
any Portfolio Securities pledged or hypothecated therefor and upon
surrender of documents evidencing the loan;
5.6 Repayment of Cash: to repay the cash delivered to the Fund for
the purpose of collateralizing the obligation to return to the Fund
certificates borrowed from the Fund representing Portfolio Securities,
but only upon redelivery to the Bank of such borrowed certificates;
5.7 Foreign Exchange Transactions: for payments in connection with
foreign exchange contracts or options to purchase and sell foreign
currencies for spot and future delivery which may be entered into by the
Bank on behalf of the Fund upon the receipt of Proper Instructions, such
Proper Instructions to specify the currency broker or banking institution
(which may be the Bank, or any other subcustodian or agent hereunder,
acting as principal) with which the contract or option is made, and the
Bank shall have no duty with respect to the selection of such currency
brokers or banking institutions with which the Fund deals or for their
failure to comply with the terms of any contract or option;
5.8 Other Authorized Payments: for other authorized transactions of
the Fund, or other obligations of the Fund incurred for proper Fund
purposes; provided that before making any such payment the Bank will also
receive a certified copy of a resolution of the Board signed by an
Authorized Person (other than the Person certifying such resolution) and
certified by its Secretary or Assistant Secretary, naming the person or
persons to whom such payment is to be made, and either describing the
transaction for which payment is to be made and declaring it to be an
authorized transaction of the Fund, or specifying the amount of the
obligation for which payment is to be made, setting forth the purpose for
which such obligation was incurred and declaring such purpose to be a
proper corporate purpose; and
5.9 Termination: upon the termination of this Agreement as
hereinafter set forth pursuant to Section 8 and Section 14 of this
Agreement.
6. Securities
6.1 Segregation and Registration. Except as otherwise provided
herein, and except for securities to be delivered to any subcustodian
appointed pursuant to Section 13.2 hereof, the Bank as custodian, will
receive and hold pursuant to the provisions hereof, in a separate account
or accounts and physically segregated at all times from those of other
persons, any and all Portfolio Securities which may now or hereafter be
delivered to it by or for the account of the Fund. All such Portfolio
Securities will be held or disposed of by the Bank for, and subject at
all times to, the instructions of the Fund pursuant to the terms of this
Agreement. Subject to the specific provisions herein relating to
Portfolio Securities that are not physically held by the Bank, the Bank
will register all Portfolio Securities (unless otherwise directed by
Proper Instructions or an Officers' Certificate), in the name of a
registered nominee of the Bank as defined in the Internal Revenue Code
and any Regulations of the Treasury Department issued thereunder, and
will execute and deliver all such certificates in connection therewith as
may be required by such laws or regulations or under the laws of any
State. The Bank will use its best efforts to the end that the specific
Portfolio Securities held by it hereunder will be at all times
identifiable.
The Fund will from time to time furnish to the Bank appropriate
instruments to enable it to hold or deliver in proper form for transfer,
or to register in the name of its registered nominee, any Portfolio
Securities which may from time to time be registered in the name of the
Fund.
6.2 Voting and Proxies. Neither the Bank nor any nominee of the Bank
will vote any of the Portfolio Securities held hereunder, except in
accordance with Proper Instructions or an Officers' Certificate. The Bank
will promptly execute and deliver, or cause to be executed and delivered,
to the Fund all notices, proxies and proxy soliciting materials with
respect to such Securities, such proxies to be executed by the registered
holder of such Securities, (if registered otherwise than in the name of
the Fund), but without indicating the manner in which such proxies are to
be voted.
6.3 Book-Entry System. Provided (i) the Bank has received a
certified copy of a resolution of the Board specifically approving
deposits of Fund assets in the Book-Entry System, and (ii) for each year
following such approval, the Board has reviewed and approved the
arrangement and has not delivered an Officers' Certificate to the Bank
indicating that the Board has withdrawn its approval:
(a) The Bank may keep Portfolio Securities in the Book-Entry System
provided that such Portfolio Securities are represented in an account
("Account") of the Bank (or its agent) in such System which shall not
include any assets of the Bank (or such agent) other than assets held
as a fiduciary, custodian, or otherwise for customers.
(b) The records of the Bank (and any such agent) with respect to the
Fund's participation in the Book Entry System through the Bank (or any
such agent) will identify by book entry Portfolio Securities which are
included with other securities deposited in the Account and shall at
all times during the regular business hours of the Bank (or such agent)
be open for inspection by duly authorized officers, employees or agents
of the Fund's account. Where securities are transferred to the Fund's
account, the Bank shall also, by book entry or otherwise, identify as
belonging to the Fund a quantity of securities in fungible bulk of
securities (i) registered in the name of the Bank or its nominee, or
(ii) shown on the Bank's account on the books of the Federal Reserve
Bank.
(c) The Bank (or its agent) shall pay for Portfolio Securities
purchased for the account of the Fund or shall pay cash collateral
against the return of securities loaned by the Fund upon (i) receipt of
advice from the Book-Entry System that such Securities have been
transferred to the Account, and (ii) the making of an entry on the
records of the Bank (or its agent) to reflect such payment and transfer
for the account of the Fund. The Bank (or its agent) shall transfer
securities sold or loaned for the account of the Fund upon
(i) receipt of advice from the Book-Entry System that payment
for securities sold or payment of the initial cash collateral
against the delivery of securities loaned by the Fund has been
transferred to the Account, and
(ii) the making of an entry on the records of the Bank (or its
agent) to reflect such transfer and payment for the account of the
Fund. Copies of all advises from the Book-Entry System of
transfers of Securities for the account of the Fund shall identify
the Fund, be maintained for the Fund by the Bank and shall be
provided to the Fund at its request. The Bank shall send the Fund
a confirmation, as defined by Rule 17f-4 under the Act, of any
transfers to or from the account of the Fund.
(d) The Bank will promptly provide the Fund with any report obtained
by the Bank or its agent on the Book-Entry System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Book-Entry System.
(e) The Bank shall be liable to the Fund for any loss or damage to
the Fund resulting from use of the Book-Entry System by reason of any
negligence, misfeasance or misconduct of the Bank or any of its agents
or of any of its or their employees or from failure of the Bank or any
such agent to enforce effectively such rights as it may have against
the Book-Entry System; at the election of the Fund, it shall be
entitled to be subrogated to the Bank in any claim against the
Book-Entry System or any other person which the Bank or its agent may
have as a consequence of any such loss or damage if and to the extent
that the Fund has not been made whole for any loss or damage.
6.4 Use of a Depository. Provided (i) the Bank has received a
certified copy of a resolution of the Board specifically approving
deposits in DTC or other such Depository and (ii) for each year following
such approval, the Board has reviewed and approved the arrangement and
has not delivered an Officers' Certificate to the Bank indicating that
the Board has withdrawn its approval:
(a) The Bank may use a Depository to hold, receive, exchange,
release, lend, deliver and otherwise deal with the Portfolio Securities
including stock dividends, rights and other items of like nature, and
to receive and remit to the Bank on behalf of the Fund all income and
other payments thereon and to take all steps necessary and proper in
connection with the collection thereof.
(b) Registration of the Portfolio Securities may be made in the
name of any nominee or nominees used by such Depository.
(c) Payment for securities purchased and sold may be made through
the clearing medium employed by such Depository for transactions of
participants acting through it. Upon any purchase of Portfolio
Securities, payment will be made only upon delivery of the securities
to or for the account of the Fund and the Fund shall pay cash
collateral against the return of Securities loaned by the Fund only
upon delivery of the Portfolio Securities to or for the account of the
Fund; and upon any sale of Portfolio Securities, delivery of the
Portfolio Securities will be made only against payment therefor or, in
the event Securities are loaned, delivery of Securities will be made
only against receipt of the initial cash collateral to or for the
account of the Fund.
(d) The Bank shall be liable to the Fund resulting from use of a
Depository by reason of any negligence, misfeasance or misconduct of
the Bank or its employees or from failure of the Bank to enforce
effectively such rights as it may have against a Depository. In this
connection, the Bank shall use its best efforts to ensure that:
(i) The Depository obtains replacement of any certificated
Portfolio Security deposited with it in the event such Security is
lost, destroyed, wrongfully taken or otherwise not available to be
returned to the Bank upon its request;
(ii) Any proxy materials received by a Depository with respect
to Portfolio Securities deposited with such Depository are
forwarded immediately to the Bank for prompt transmittal to the
Fund;
(iii) Such Depository immediately forwards to the Bank
confirmation of any purchase or sale of Portfolio Securities and
of the appropriate book entry made by such Depository to the
Fund's account;
(iv) Such Depository prepares and delivers to the Bank such
records with respect to the performance of the Bank's obligations
and duties hereunder as may be necessary for the Fund to comply
with the record keeping requirements of Section 31(a) of the Act
and Rule 31a-1 thereunder; and
(v) Such Depository delivers to the Bank and the Fund all
internal accounting control reports, whether or not audited by an
independent public accountant, as well as such other reports as
the Fund may reasonably request in order to verify the Portfolio
Securities held by such Depository.
6.5 Use of Book-Entry System for Commercial Paper. Provided (i) the
Bank has received a certified copy of a resolution of the Board
specifically approving participation in a system maintained by the Bank
for the holding of commercial paper in book-entry form ("Book Entry
Paper") and (ii) for each year following such approval the Board has
received and approved the arrangements upon receipt of Proper
Instructions and upon receipt of confirmation from an Issuer (as defined
below) that the Fund has purchased such Issuer's Book Entry Paper, the
Bank shall issue and hold in book-entry form, on behalf of the Fund,
commercial paper issued by issuers with whom the Bank has entered into a
book-entry agreement (the "Issuers"). In maintaining its Book Entry Paper
System, the Bank agrees that:
(a) The Bank will maintain all Book Entry Paper held by the Fund in
an account of the Bank that includes only assets held by it for
customers;
(b) The records of the Bank with respect to the Fund's purchase to
Book Entry Paper through the Bank will identify, by book entry,
Commercial Paper belonging to the Fund which is included in the Book
Entry Paper System and shall at all times during the regular business
hours of the Bank be open for inspection by duly authorized officers,
employees or agents of the Fund;
(c) The Bank shall pay for Book Entry Paper purchased for the
account of the Fund upon contemporaneous (i) receipt of advice from the
Issuer that such sale of Book Entry Paper has been effected, and (ii)
the making of an entry on the records of the Bank to reflect such
payment and transfer for the account of the Fund;
(d) The Bank shall cancel such Book Entry Paper obligation upon the
maturity thereof upon contemporaneous (i) receipt of advice that
payment for such Book Entry Paper has been transferred to the Fund, and
(ii) the making of an entry on the records of the Bank to reflect such
payment for the account of the Fund;
(e) The Bank shall transmit to the Fund a transaction journal
confirming each transaction in Book Entry Paper for the account of the
Fund on the next business day following the transactions; and
(f) The Bank will send to the Fund such reports on its system of
internal accounting control with respect to the Book Entry Paper System
as the Fund may reasonably request from time to time.
6.6 Use of Immobilization Programs. Provided (i) the Bank has
received a certified copy of a resolution of the Board specifically
approving the maintenance of Portfolio Securities in an immobilization
program operated by a bank which meets the requirements of Section
26(a)(1) of the Act, and (ii) for each year following such approval the
Board has reviewed and approved the arrangement and has not delivered an
Officers' Certificate to the Bank indicating that the Board has withdrawn
its approval, the Bank shall enter into such immobilization program with
such bank acting as a subcustodian hereunder.
6.7 Eurodollar CDs. Any Portfolio Securities which are Eurodollar
CDs may be physically held by the European branch of the U.S. banking
institution that is the issuer of such Eurodollar CD (a "European
Branch"), provided that such Securities are identified on the books of
the Bank as belonging to the Fund and that the books of the Bank identify
the European Branch holding such Securities. Notwithstanding any other
provision of this Agreement to the contrary, except as stated in the
first sentence of this subsection 6.7, the Bank shall be under no other
duty with respect to such Eurodollar CDs belonging to the Fund, and shall
have no liability to the Fund or its investors with respect to the
actions, inactions, whether negligent or otherwise of such European
Branch in connection with such Eurodollar CDs, except for any loss of
damage to the Fund resulting from the Bank's own negligence, willful
misfeasance or misconduct in the performance of its duties hereunder.
6.8 Options and Futures Transactions.
(a) Puts and Calls Traded on Securities Exchanges, NASDAQ or
Over-the-Counter.
1. The Bank shall take action as to put options ("puts") and call
options ("calls") purchased or sold (written) by the Fund regarding
escrow or other arrangements (i) in accordance with the provisions of
any agreement entered into upon receipt of Proper Instructions between
the Bank, any broker-dealer registered under the Securities Exchange
Act of 1934 and a member of the National Association of Securities
Dealers, Inc. (the "NASD"), and, if necessary, the Fund relating to the
compliance with the rules of the Options Clearing Corporation and of
any registered national securities exchange, or of any similar
organization or organizations.
2. Unless another agreement requires it to do so, the Bank shall be
under no duty or obligation to see that the Fund has deposited or is
maintaining adequate margin, if required, with any broker in connection
with any option, nor shall the Bank be under duty or obligation to
present such option to the broker for exercise unless it receives
Proper Instructions from the Fund. The Bank shall have no
responsibility for the legality of any put or call purchased or sold on
behalf of the Fund, the propriety of any such purchase or sale, or the
adequacy of any collateral delivered to a broker in connection with an
option or deposited to or withdrawn from a Segregated Account (as
defined in subsection 6.9 below). The Bank specifically, but not by way
of limitation, shall not be under any duty or obligation to: (i)
periodically check or notify the Fund that the amount of such
collateral held by a broker or held in a Segregated Account is
sufficient to protect such broker of the Fund against any loss; (ii)
effect the return of any collateral delivered to a broker; or (iii)
advise the Fund that any option it holds, has or is about to expire.
Such duties or obligations shall be the sole responsibility of the
Fund.
(b) Puts, Calls and Futures Traded on Commodities Exchanges.
1. The Bank shall take action as to puts, calls and futures
contracts ("Futures") purchased or sold by the Fund in accordance with
the provisions of any agreement among the Fund, the Bank and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any similar organization or
organizations, regarding account deposits in connection with
transactions by the Fund.
2. The responsibilities and liabilities of the Bank as to Futures,
puts and calls traded on commodities exchanges, any Futures Commission
Merchant account and the Segregated Account shall be limited as set
forth in subparagraph (a) (2) of this Section 6.8 as if such
subparagraph referred to Futures Commission Merchants rather than
brokers, and Futures and puts and calls thereon instead of options.
6.9 Segregated Account. The Bank shall upon receipt of Proper
Instructions establish and maintain a Segregated Account or Accounts for
and on behalf of the Fund, into which Account or Accounts may be
transferred upon receipt of Proper Instructions cash and/or Portfolio
Securities:
(a) in accordance with the provisions of any agreement among the
Fund, the Bank and a broker-dealer registered under the Exchange Act
and a member of the NASD or any Futures Commission Merchant registered
under the Commodity Exchange Act, relating to compliance with the rules
of the Options Clearing Corporation and of any registered national
securities exchange or the Commodity Futures Trading Commission or any
registered Contract Market, or of any similar organization or
organizations regarding escrow or other arrangements in connection with
transactions by the Fund;
(b) for the purpose of segregating cash or securities in connection
with options purchased, or written by the Fund or commodity futures
purchased or written by the Fund;
(c) for the deposit of liquid assets, such as cash, U.S. Government
securities or other high grade debt obligations, having a market value
(marked to the market on a daily basis) at all times equal to not less
than the aggregate purchase price due on the settlement dates of all
the Fund's then outstanding forward commitment or "when-issued"
agreements relating to the purchase of Portfolio Securities and all the
Fund's then outstanding commitments under reverse repurchase agreements
entered into with broker-dealer firms;
(d) for the deposit of any Portfolio Securities which the Fund has
agreed to sell on a forward commitment basis, all in accordance with
Investment Company Act Release No. 10666;
(e) for the purposes of compliance by the Fund with the procedures
required by Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission relating
to the maintenance of Segregated Accounts by registered investment
companies;
(f) for other proper corporate purposes, but only, in the case of
the clause (f), upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board, or of the Executive
Committee signed by an officer of the Fund and certified by the
Secretary or an Assistant Secretary, setting forth the purpose or
purposes of such Segregated Account and declaring such purposes to be
proper corporate purposes.
(g) Assets may be withdrawn from the Segregated Account pursuant to
Proper Instructions only:
(i) in accordance with the provisions of any agreements
referenced in (a) or (b) above;
(ii) for sale or delivery to meet the Fund's obligations under
outstanding firm commitment or when-issued agreements for the
purchase of Portfolio Securities and under reverse repurchase
agreements;
(iii) for exchange for other liquid assets of equal or greater
value deposited in the Segregated Account;
(iv) to the extent that the Fund's outstanding forward
commitment or when-issued agreements for the purchase of portfolio
securities or reverse repurchase agreements are sold to other
parties or the Fund's obligations thereunder are met from assets
of the Fund other than those in the Segregated Account; or
(v) for delivery upon settlement of a forward commitment
agreement for the sale of Portfolio Securities.
6.10 Interest Bearing Call or Time Deposits. The Bank shall, upon
receipt of Proper Instructions relating to the purchase by the Fund of
interest bearing fixed term and call deposits, transfer cash, by wire or
otherwise, in such amounts and to such bank or banks as shall be
indicated in such Proper Instructions. The Bank shall include in its
records with respect to the assets of the Fund appropriate notation as to
the amount of each such deposit, the banking institution with which such
deposit is made (the "Deposit Bank"), and shall retain such forms of
advice or receipt evidencing the deposit, if any, as may be forwarded to
the Bank by the Deposit Bank. Such deposits shall be deemed Portfolio
Securities of the Fund and the responsibility of the Bank therefore shall
be the same as and no greater than the Bank's responsibility in respect
of other Portfolio Securities of the Fund.
6.11 Transfer of Securities. The Bank will transfer, exchange,
deliver or release Portfolio Securities held by it hereunder, insofar as
such Securities are available for such purpose, provided that before
making any transfer, exchange, delivery or release under this Section the
Bank will receive Proper Instructions requesting such transfer, exchange
or delivery stating that it is for a purpose permitted under the terms of
this Section 6.11, specifying the applicable subsection, or describing
the purpose of the transaction with sufficient particularity to permit
the Bank to ascertain the applicable subsection, only:
(a) upon sales of Portfolio Securities for the account of the Fund,
against contemporaneous receipt by the Bank of payment therefor in full
or, for transactions outside the U.S., against payment to the Bank in
accordance with generally accepted settlement practices and customs in
the jurisdiction or market in which the transaction occurs, each such
payment to be in the amount of the sale price shown in a broker's
confirmation of sale of the Portfolio Securities received by the Bank
before such transfer is made, as confirmed in the Proper Instructions
received by the Bank before such transfer is made;
(b) in exchange for or upon conversion into other securities alone
or other securities and cash pursuant to any plan of merger,
consolidation, reorganization, share split-up, change in par value,
recapitalization or readjustment or otherwise, upon exercise of
subscription, purchase or sale or other similar rights represented by
such Portfolio Securities, or for the purpose of tendering shares in
the event of a tender offer therefor, provided however that in the
event of an offer of exchange, tender offer, or other exercise of
rights requiring the physical tender or delivery of Portfolio
Securities, the Bank shall have no liability for failure to so tender
in a timely manner unless such Proper Instructions are received by the
Bank at least two business days prior to the date required for tender,
and unless the Bank (or its agent or subcustodian hereunder) has actual
possession of such Security at least two business days prior to the
date of tender;
(c) upon conversion of Portfolio Securities pursuant to their terms
into other securities;
(d) for the purpose of redeeming in kind interests in the Fund upon
authorization from the Fund;
(e) in the case of option contracts owned by the Fund, for
presentation to the endorsing broker,
(f) when such Portfolio Securities are called,redeemed or retired or
otherwise become payable;
(g) for the purpose of effectuating the pledge of Portfolio
Securities held by the Bank in order to collateralize loans made to the
Fund by any bank, including the Bank; provided, however, that such
Portfolio Securities will be released only upon payment to the Bank for
the account of the Fund of the moneys borrowed, except that in cases
where additional collateral is required to secure a borrowing already
made, and such fact is made to appear in the Proper Instructions,
further Portfolio Securities may be released for that purpose without
any such payment. In the event that any such pledged Portfolio
Securities are held by the Bank, they will be so held for the account
of the lender, and after notice to the Fund from the lender in
accordance with the normal procedures of the lender, that an event of
deficiency or default on the loan has occurred, the Bank may deliver
such pledged Portfolio Securities to or for the account of the lender;
(h) for the purpose of releasing certificates representing Portfolio
Securities, against contemporaneous receipt by the Bank of the fair
market value of such security, as set forth in Proper Instructions
received by the Bank before such payment is made;
(i) for the purpose of delivering securities lent by the Fund to a
bank or broker dealer, but only against receipt in accordance with
street delivery custom except as otherwise provided herein, of adequate
collateral as agreed upon from time to time by the Fund and the Bank,
and upon receipt of payment in connection with any repurchase agreement
relating to such securities entered into by the Fund;
(j) upon sales of Portfolio Securities for the account of the Fund,
to the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or liability for any
loss arising from the delivery of such securities prior to receiving
payment for such securities except as may arise from the Custodian's
own negligence or willful misconduct;
(k) for other authorized transactions of the Fund or for other
proper corporate purposes; provided that before making such transfer,
the Bank will also receive a certified copy of resolutions of the
Board, signed by an authorized officer of the Fund (other than the
officer certifying such resolution) and certified by its Secretary or
Assistant Secretary, specifying the Portfolio Securities to be
delivered, setting forth the transaction in or purpose for which such
delivery is to be made, declaring such transaction to be an authorized
transaction of the Fund or such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of such
securities shall be made; and
(l) upon termination of this Agreement as hereinafter set forth
pursuant to Section 8 and Section 14 of this Agreement.
As to any deliveries made by the Bank pursuant to subsections (a), (b),
(c), (e), (f), (g), (h) and (i) securities or cash receivable in exchange
therefor shall be delivered to the Bank.
7. Redemptions. In the case of payment of assets of the Fund held by the
Bank in connection with redemptions and repurchases by the Fund of outstanding
interests, the Bank will rely on notification by the Fund's transfer agent of
receipt of a request for redemption and certificates, if issued, in proper form
for redemption before such payment is made. Payment shall be made in accordance
with the Articles and By-laws of the Fund, from assets available for said
purpose.
8. Merger, Dissolution, etc., of Fund. In the case of the following
transactions, not in the ordinary course of business, namely, the merger of the
Fund into or the consolidation of the Fund with another investment company, the
sale by the Fund of all, or substantially all, of its assets to another
investment company, or the liquidation or dissolution of the Fund and
distribution of its assets, the Bank will deliver the Portfolio Securities held
by it under this Agreement and disburse cash only upon the order of the Fund
set forth in an Officers' Certificate, accompanied by a certified copy of a
resolution of the Board authorizing any of the foregoing transactions. Upon
completion of such delivery and disbursement and the payment of the fees,
disbursements and expenses of the Bank, this Agreement will terminate.
9. Actions of Bank Without Prior Authorization. Notwithstanding anything
herein to the contrary, unless and until the Bank receives an Officers'
Certificate to the contrary, it will without prior authorization or instruction
of the Fund or the transfer agent:
9.1 Endorse for collection and collect on behalf of and in the name
of the Fund all checks, drafts, or other negotiable or transferable
instruments or other orders for the payment of money received by it for
the account of the Fund and hold for the account of the Fund all income,
dividends, interest and other payments or distribution of cash with
respect to the Portfolio Securities held thereunder;
9.2 Present for payment all coupons and other income items held by
it for the account of the Fund which call for payment upon presentation
and hold the cash received by it upon such payment for the account of the
Fund;
9.3 Receive and hold for the account of the Fund all securities
received as a distribution on Portfolio Securities as a result of a stock
dividend, share split-up, reorganization, recapitalization, mergers,
consolidation, readjustment, distribution of rights and similar
securities issued with respect to any Portfolio Securities held by it
hereunder;
9.4 Execute as agent on behalf of the Fund all necessary ownership
and other certificates and affidavits required by the Internal Revenue
Code or the regulations of the Treasury Department issued thereunder, or
by the laws of any state, now or hereafter in effect, inserting the
Fund's name on such certificates as the owner of the securities covered
thereby, to the extent it may lawfully do so and as may be required to
obtain payment in respect thereof. The Bank will execute and deliver such
certificates in connection with Portfolio Securities delivered to it or
by it under this Agreement as may be required under the provisions of the
Internal Revenue Code and any Regulations of the Treasury Department
issued thereunder, or under the laws of any State;
9.5 Present for payment all Portfolio Securities which are called,
redeemed, retired or otherwise become payable, and hold cash received by
it upon payment for the account of the Fund; and
9.6 Exchange interim receipts or temporary securities for
definitive securities.
10. Collection; Defaults. The Bank will use all reasonable effort to
collect any funds which may to its knowledge become collectible arising from
Portfolio Securities, including dividends, interest and other income, and to
transmit promptly to the Fund notice actually received by it of any call for
redemption, offer of exchange, right of subscription, reorganization or other
proceedings affecting such Securities.
If Portfolio Securities upon which such income is payable are in default
or payment is refused after due demand or presentation, the Bank will notify
the Fund in writing of any default or refusal to pay within two business days
from the day on which it receives knowledge of such default or refusal. In
addition, the Bank will send the Fund a written report once each month showing
any income on any Portfolio Security held by it which is more than ten days
overdue on the date of such report and which has not previously been reported.
11. Maintenance of Records. The Bank will maintain records with respect
to transactions for which the Bank is responsible pursuant to the terms and
conditions of this Agreement, and in compliance with the applicable rules and
regulations of the Act and applicable federal and state tax laws, and will
furnish the Fund daily with a statement of condition of the Fund. The Bank will
furnish to the Fund at the end of every month, and at the close of each quarter
of the Fund's fiscal year, a list of the Portfolio Securities and the aggregate
amount of cash held by it for the Fund. The books and records of the Bank
pertaining to its actions under this Agreement and reports by the Bank or its
independent accountants concerning its accounting system, procedures for
safeguarding securities and internal accounting controls will be open to
inspection and audit at reasonable times by officers of or auditors employed by
the Fund and will be preserved by the Bank in the manner and in accordance with
the applicable rules and regulations under the Act.
12. Opinion of Fund's Independent Accountant. The Bank shall take all
reasonable action, as the Fund may from time to time request, to obtain from
year to year favorable opinions from the Fund's independent accountants with
respect to its activities hereunder in connection with the preparation of the
Fund's Form N-1A, and Form N-SAR or other annual reports to the Securities and
Exchange Commission and with respect to any other requirements of such
Commission.
13. Reports to Fund by Independent Accountants. The Bank shall provide
the Fund, at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding Securities, including Securities
deposited and/or maintained in the Book-Entry System or the Depository,
relating to the services provided by the Bank under this Agreement; such
reports, shall be of sufficient scope and in sufficient detail, as may
reasonably be required by the Fund to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and, if there are
no such inadequacies, the reports shall so state.
14. [RESERVED]
15. Concerning the Bank.
15.1 Performance of Duties: Standard of Care. In performing its
duties hereunder and any other duties listed on any Schedule hereto, if
any, the Bank will be entitled to receive and act upon the advice of
independent counsel of its own selection, which may be counsel for the
Fund, and will be without liability for any action taken or thing done or
omitted to be done in accordance with this Agreement in good faith in
conformity with such advice. In the performance of its duties hereunder,
the Bank will be protected and not be liable, and will be indemnified and
saved harmless for any action taken or omitted to be taken by it in good
faith reliance upon the terms of this Agreement, any Officers'
Certificate, Proper Instructions, resolution of the Board, telegram,
notice, request, certificate or other instrument reasonably believed by
the Bank to be genuine and for any other loss to the Fund except such as
may arise from its or its nominee's own negligent action, negligent
failure to act, or willful misconduct.
The Bank will be under no duty or obligation to inquire into and will not
be liable for:
(a) the validity of the issue of any Portfolio Securities
purchased by or for the Fund, the legality of the purchases thereof
or the propriety of the price incurred therefor;
(b) the legality of any sale of any Portfolio Securities by or
for the Fund or the propriety of the amount for which the same are
sold;
(c) the legality of an issue or sale of any interests in
the Fund or the sufficiency of the amount to be received
therefor;
(d) the legality of the repurchase of any interests in
the Fund or the propriety of the amount to be paid therefor;
(e) the legality of the declaration of any dividend by the
Fund or the legality of the distribution of any Portfolio Securities
as payment in kind of such dividend; or
(f) any property or moneys of the Fund unless and until
received by it, and any such property or moneys delivered or paid by
it pursuant to the terms hereof.
Moreover, the Bank will not be under any duty or obligation to
ascertain whether any Portfolio Securities at any time delivered to or
held by it for the account of the Fund are such as may properly be held
by the Fund under the provisions of its Articles, By-laws, any federal or
state statutes or any rule or regulation of any governmental agency.
Notwithstanding anything in this Agreement to the contrary, in no
event shall the Bank be liable hereunder or to any third party for any
losses or damages of any kind resulting from acts of God, earthquakes,
fires, floods, storms or other disturbances of nature, epidemics,
strikes, riots, nationalization, expropriation, currency restrictions,
acts of war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of utilities,
transportation, or computers (hardware or software) and computers
facilities, the unavailability of energy sources and other similar
happenings or events except as results from the Bank's own negligence.
15.2 Agents and Subcustodians. The Bank may employ agents in the
performance of its duties hereunder and shall be responsible for the acts
and omissions of such agents as if performed by the Bank hereunder.
Upon receipt of Proper Instructions, the Bank may employ
subcustodians, provided that any such subcustodian meets at least the
minimum qualifications required by Section 17(f) of the Act to act as a
custodian of the Fund's assets, and provided further that the Bank shall
have no more or less responsibility to the Fund on account of any actions
or omissions of any subcustodian so employed than any such subcustodian
has to the Bank. Each agreement pursuant to which the Bank employs a
subcustodian shall require, unless otherwise agreed by the Fund, the
subcustodian to exercise reasonable care in the performance of its duties
and to indemnify, and hold harmless, the Bank and the Fund from and
against any loss, damage, cost, expense, liability or claim arising out
of or in connection with the subcustodian's performance of such
obligations. At the election of the Fund, it shall be entitled to be
subrogated to the rights of the Bank with respect to any claims against a
subcustodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made
whole for any such loss, damage, cost, expense, liability or claim.
The Fund shall pay all fees and expenses of any subcustodian.
15.3 Insurance. The Bank shall use the same care with respect to the
safekeeping of Portfolio Securities and cash of the Fund held by it as it
uses in respect of its own similar property but it need not maintain any
special insurance for the benefit of the Fund.
15.4 Fees and Expenses of Bank. The Fund will pay or reimburse the
Bank from time to time for any transfer taxes payable upon transfer of
Portfolio Securities made hereunder, and for all necessary proper
disbursements, expenses and charges made or incurred by the Bank in the
performance of this Agreement (including any duties listed on any
Schedule hereto, if any) including any indemnities for any loss,
liabilities or expense to the Bank as provided above. For the services
rendered by the Bank hereunder, the Fund will pay to the Bank such
compensation or fees at such rate and at such times as shall be agreed
upon in writing by the parties from time to time. The Bank will also be
entitled to reimbursement by the Fund for all reasonable expenses
incurred in conjunction with termination of this Agreement by the Fund.
15.5 Advances by Bank. The Bank may, in its sole discretion, advance
funds on behalf of the Fund to make any payment permitted by this
Agreement upon receipt of any proper authorization required by this
Agreement for such payments by the Fund. Should such a payment or
payments, with advanced funds, result in an overdraft (due to
insufficiencies of the Fund's account with the Bank, or for any other
reason) this Agreement deems any such overdraft or related indebtedness,
a loan made by the Bank to the Fund payable on demand and bearing
interest at the current rate charged by the Bank for such loans unless
the Fund shall provide the Bank with agreed upon compensating balances.
The Fund agrees that the Bank shall have a continuing lien and security
interest to the extent of any overdraft or indebtedness, in and to any
property at any time held by it for the Fund's benefit or in which the
Fund has an interest and which is then in the Bank's possession or
control (or in the possession or control of any third party acting on the
Bank's behalf), in an amount not to exceed 5% of the Fund's gross assets.
The Fund authorizes the Bank, in its sole discretion, at any time to
charge any overdraft of indebtedness, together with interest due thereon
against any balance of account standing to the credit of the Fund on the
Bank's books.
16. Termination.
16.1 This Agreement may be terminated at any time without penalty
upon thirty days written notice delivered by either party to the other by
means of registered mail, and upon the expiration of such thirty days
this Agreement will terminate; provided, however, that the Fund may
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. The effective date of such termination may be
postponed upon mutual agreement. At any time after the termination of
this Agreement, the Fund will, at its request, have access to the records
of the Bank relating to the performance of its duties as custodian.
16.2 In the event of the termination of this Agreement, the Bank
will immediately upon receipt or transmittal, as the case may be, of
notice of termination, commence and prosecute diligently to completion
the transfer of all cash and the delivery of all Portfolio Securities
duly endorsed and all records maintained under Section 11 to the
successor custodian when appointed by the Fund. The obligation of the
Bank to deliver and transfer over the assets of the Fund held by it
directly to such successor custodian will commence as soon as such
successor is appointed and will continue until completed as aforesaid. If
the Fund does not select a successor custodian within ninety (90) days
from the date of delivery of notice of termination the Bank may, subject
to the provisions of subsection 14.3, deliver the Portfolio Securities
and cash of the Fund held by the Bank to a bank or trust company of its
own selection which meets the requirements of Section 17(f)(1) of the Act
and has a reported capital, surplus and undivided profits aggregating not
less than $2,000,000, to be held as the property of the Fund under terms
similar to those on which they were held by the Bank, whereupon such bank
or trust company so selected by the Bank will become the successor
custodian of such assets of the Fund with the same effect as though
selected by the Board.
16.3 Prior to the expiration of ninety (90) days after notice of
termination has been given, the Fund may furnish the Bank with an order
of the Fund advising that a successor custodian cannot be found willing
and able to act upon reasonable and customary terms and that there has
been submitted to the investors in the Fund the question of whether the
Fund will be liquidated or will function without a custodian for the
assets of the Fund held by the Bank. In that event the Bank will deliver
the Portfolio Securities and cash of the Fund held by it, subject as
aforesaid, in accordance with one of such alternatives which may be
approved by the requisite vote of investors, upon receipt by the Bank of
a copy of the minutes of the meeting of investors at which action was
taken, certified by the Fund's Secretary and an opinion of counsel to the
Fund in form and content satisfactory to the Bank.
17. Notices. Any notice or other instrument in writing authorized or
required by this Agreement to be given to either party hereto will be
sufficiently given if addressed to such party and mailed or delivered to it at
its office at the address set forth below; namely:
(a) In the case of notices sent to the Fund to:
Asset Allocation Portfolios
c/o Signature Financial Group (Cayman), Ltd.
Elizabethan Square, Xxxxxx Town
Grand Cayman, Cayman Islands, BWI
(b) In the case of notices sent to the Bank to:
Investors Bank & Trust Company
Xxx Xxxxxxx Xxxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
or at such other place as such party may from time to time designate
in writing.
18. Amendments. This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties, and in the case of the Fund,
such alteration or amendment will be authorized and approved by its Board.
19. Parties. This Agreement will be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that this Agreement will not be assignable by the Fund
without the written consent of the Bank or by the Bank without the written
consent of the Fund, authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 14 hereof will not be deemed
to be an assignment within the meaning of this provision.
20. Governing Law. This Agreement and all performance hereunder will be
governed by the laws of -----------------------------------.
21. Limitations of Liability. Notice is hereby given that this instrument
is executed on behalf of the Trustees of Asset Allocation Portfolios as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or officers of Asset Allocation Portfolios
or investors in the Fund individually or upon any series of Asset Allocation
Portfolios other than its series designated as [Asset Allocation Portfolio 200]
[Asset Allocation Portfolio 300] [Asset Allocation Portfolio 400] [Asset
Allocation Portfolio 500], but are binding only upon the assets and property of
[Asset Allocation Portfolio 200] [Asset Allocation Portfolio 300] [Asset
Allocation Portfolio 400] [Asset Allocation Portfolio 500].
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate and their respective corporate seals to be affixed hereto
as of the date first above written by their respective officers thereto duly
authorized,
ASSET ALLOCATION PORTFOLIOS on
behalf of [Asset Allocation
Portfolio 200][Asset Allocation
Portfolio 300][Asset Allocation
Portfolio 400][Asset Allocation
Portfolio 500]
By:
Title:
ATTEST:
INVESTORS BANK & TRUST COMPANY
By:
Title:
ATTEST:
