EXHIBIT 8
Depository Contract
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DEPOSITORY CONTRACT
Between
PRINCIPAL PRESERVATION PORTFOLIOS, INC.
and
▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
TABLE OF CONTENTS
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Page
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1. Employment of Depository and Property to be
Held by It.............................................................1
2. Duties of the Depository with Respect to Property
of the Fund Held by the Depository.....................................2
2.1 Holding Securities.................................................2
2.2 Delivery of Securities.............................................2
2.3 Registration of Securities.........................................7
2.4 Collection of Income...............................................7
2.5 Deposit of Fund Assets in Securities Systems.......................8
2.6 Segregated Account.................................................9
2.7 Ownership Certificates for Tax Purposes...........................13
2.8 Proxies...........................................................13
2.9 Communications Relating to Fund Portfolio
Securities.......................................................13
2.10 Proper Instructions..............................................14
2.11 Actions Permitted Without Express Authority......................16
2.12 Evidence of Authority............................................16
3. Duties of Depository With Respect to the Books
of Account and Calculation of Net Asset Value
and Net Income........................................................17
4. Records...............................................................17
5. Opinion of Fund's Independent Accountant..............................18
6. Reports to Fund by Independent Public Accountants.....................18
7. Compensation of Depository............................................19
8. Responsibility of Depository..........................................19
9. Effective Period, Termination and Amendment...........................21
10. Interpretive and Additional Provisions................................23
11. Wisconsin Law to Apply................................................23
DEPOSITORY CONTRACT
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This Contract between Principal Preservation Portfolios, Inc., a
corporation organized and existing under the laws of Maryland having its
principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter called the "FUND", and ▇. ▇. ▇▇▇▇▇▇▇ and Company, a
corporation organized and existing under the laws of Wisconsin having its
principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, hereinafter called the "Depository",
WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Depository and Property to be Held By It
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The Fund hereby employs the Depository as a depository of its assets.
The Fund, as Custodian, agrees to deliver to the Depository securities
owned by the Fund from time to time in each of its Portfolios as described
in the Fund's current prospectus. (Prospectus is herein defined as
including the statement of additional information.) The Fund will provide
to the Depository all additions and deletions to the Portfolios and also
provide a copy of the current registration statement and any related
amendments to it. Each portfolio is to be maintained and accounted for by
the Depository as a separate account. The Depository shall not be
responsible for any property of the Fund held or received by the Fund and
not delivered to the Depository. With respect to the custody and
disposition of certain of the Fund's assets, the Depository shall enter
into agreements substantially in the form of the Procedural Agreement
attached as Exhibit A hereto.
The Fund may from time to time employ one or more sub-custodians or
other agents, but only in accordance with an applicable vote by the
Directors of the Fund.
2. Duties of the Depository with Respect to Property of the Fund Held By the
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Depository
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2.1 Holding Securities. The Depository shall hold and physically
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segregate for the account of the Fund all non-cash property, including
all securities owned by the Fund, other than securities which are
maintained pursuant to Section 2.5 in a clearing agency which acts as
a securities depository or in a book-entry system authorized by the
U.S. Department of the Treasury, collectively referred to herein as
"Securities System".
2.2 Delivery of Securities. The Depository shall release and deliver
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securities owned by the Fund held by the Depository or in a Securities
System account of the Depository only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
1)Upon sale of such securities for the account of the
Fund and receipt of payment therefor;
2)Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into
by the Fund;
3)In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.5
hereof;
4)To the depository agent in connection with tender or
other similar offers for portfolio securities of the Fund;
5)To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become payable;
provided that, in any such case, the cash or other
consideration is to be received;
6)To the issuer thereof, or its agent, for transfer into
the name of or any nominee names of the Fund or into the
name of or any nominee names of the Depository, or into the
name or nominee names of any sub-custodian or other agent
appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new securities
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are to be delivered to the Depository.
7)To the broker selling the same for examination in
accordance with the "street delivery" custom;
8)For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement, provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Depository;
9)In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and
cash, if any, are to be delivered to the Depository;
10)For delivery in connection with any loans of securities
made by the Fund, but only against receipt of adequate
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collateral as agreed upon from time to time by the Fund,
which may be in the form of cash or obligations issued by
the United States government, its agencies or
instrumentalities, except that in connection with any loans
for which collateral is to be credited to the Fund's account
in the book-entry system authorized by the U.S. Department
of the Treasury, the Depository will not be held liable or
responsible for the delivery of securities owned by the Fund
prior to the receipt of such collateral;
11)For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by the
Fund, but only against receipt of amounts borrowed;
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12) For delivery in accordance with the provisions of any
agreement between the Fund and a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange
Act") and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement between the Fund 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.
14)Upon receipt of instructions from the transfer agent
("Transfer Agent") for the Fund, for delivery to such
Transfer Agent or to the holders of shares in connection
with distributions in kind, as may be described from time to
time in the Fund's currently effective prospectus, in
satisfaction of requests by holders of Shares for repurchase
or redemption; and
15)For any other proper corporate purpose, but only upon
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receipt of, in addition to Proper Instructions, a certified
copy of a resolution of the Board of Directors or of the
Executive Committee signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary,
specifying the securities to be delivered, setting forth the
purpose for which such delivery is to be made, declaring
such purposes to be proper corporate purposes, and naming
the person or persons to whom delivery of such securities
shall be made.
2.3 Registration of Securities. Securities held by the Depository (other
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than bearer securities) shall be registered in the name of the Fund or
in the name of any nominee of the Fund or in the name or any nominee
name of the Depository which nominee shall be assigned exclusively to
the Fund, unless the Fund has authorized in writing the appointment of
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a nominee to be used in common with other registered investment
companies having the same investment adviser as the Fund, or in the
name or nominee name of any sub-custodian or agent appointed pursuant
to Article 1. All securities accepted by the Depository on behalf of
the Fund under the terms of this Contract shall be in "street name" or
other good delivery form.
2.4 Collection of Income. The Depository shall collect on a timely basis
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all income and other payments with respect to registered securities
held hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect on a
timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities
are held by or under the control of the Depository or agent thereof
and shall remit such income, as collected, to the Fund's custodian
account. Without limiting the generality of the foregoing, the
Depository shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and
shall collect interest when due on securities held hereunder. Income
due the Fund on securities loaned pursuant to the provisions of
Section 2.2 (10) shall be the responsibility of the Fund. The
Depository will have no duty or responsibility in connection
therewith, other than to provide the Fund with such information or
data as may be necessary to assist the Fund in arranging for the
timely delivery to the Fund's custodian account of the income to which
the Fund is properly entitled.
2.5 Deposit of Fund Assets in Securities Systems. The Depository may
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deposit and/or maintain securities owned by the Fund in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in accordance
with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:
1)The Depository may keep securities of the Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Depository in
the Securities System which shall not include any assets of
the Depository other than assets held as a fiduciary,
custodian or otherwise for customers;
2)The records of the Depository with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities
belonging to the Fund;
3)The Depository shall advance funds on behalf of the
Fund for securities purchased for the account of the Fund
upon (i) receipt of advice from the Securities System that
such securities have been transferred to the Account, and
(ii) the making of an entry on the records of the Depository
to reflect such advance and transfer for the account of the
Fund. The Depository shall transfer securities sold for the
account of the Fund upon (i) receipt of advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry
on the records of the Depository to reflect such transfer
and payment for the account of the Fund. Funds received in
connection with securities sales shall be promptly
transmitted to the Fund's custodian account. Copies of all
advices from the Securities System of transfers of
securities for the account of the Fund shall identify the
Fund, be maintained for the Fund by the Depository and be
provided to the Fund at its request. The Depository shall
furnish the Fund confirmation of each transfer to or from
the account of the Fund in the form of a written advice or
notice and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
Securities System for the account of the Fund;
4)The Depository shall provide the Fund with any report
obtained by the Depository on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
5)The Depository shall have received the initial or
annual certificate, as the case may be, required by Article
9 hereof;
6)Anything to the contrary in this Contract notwithstand-
ing, the Depository shall be liable to the Fund for any loss
or damage to the Fund resulting from use of the Securities
System by reason of any negligence, misfeasance or
misconduct of the Depository or any of its agents or of any
of its or their employees or from failure of the Depository
or any such agent to enforce effectively such rights as it
may have against the Securities System; at the election of
the Fund, it shall be entitled to be subrogated to the
rights of the Depository with respect to any claim against
the Securities System or any other person which the
Depository 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 such loss or damage.
2.6 Segregated Account. The Depository shall upon receipt of proper
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instructions establish and maintain a segregated account or accounts
for and on behalf of the Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Depository pursuant to Section 2.5 hereof, (i) in
accordance with the provisions of any agreement among the Fund, 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, (ii) for purposes of segregating cash
or government securities in connection with options purchased, sold or
written by the Fund or commodity futures contracts or options thereon
purchased or sold by the Fund, (iii) 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 and (iv) for
other proper corporate purposes, but only, in the case of clause (iv),
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upon receipt of, in addition to Proper Instructions, a certified copy
of a resolution of the Board of Directors 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.
2.7 Ownership Certificates for Tax Purposes. The Depository shall execute
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ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of the Fund held by it and in
connection with transfers of securities.
2.8 Proxies. The Depository shall, with respect to the securities held
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hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in
the name of the Fund or a nominee of the Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Fund such proxies, all proxy soliciting
materials and all notices relating to such securities.
2.9 Communications Relating to Fund Portfolio Securities. The Depository
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shall transmit promptly to the Fund all written information
(including, without limitation, pendency of calls and maturities of
securities and expirations of rights in connection therewith, notice
of exercise options purchased or sold by the Fund, and of the maturity
of futures contracts purchased or sold by the Fund) received by the
Depository from issuers of the securities being held for the Fund.
With respect to tender or exchange offers, the Depository shall
transmit promptly to the Fund all written information received by the
Depository from issuers of the securities whose tender or exchange is
sought and from the party (or his agents) making the tender or
exchange offer. If the Fund desires to take action with respect to
any tender offer, exchange offer or any other similar transaction, the
Fund shall notify the Depository at least three business days prior to
the date on which the Depository is to take such action.
2.10 Proper Instructions. Proper Instructions as used throughout this
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Article 2 means a writing signed or initialled by one or more person
or persons as the Board of Directors shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Depository
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 confirmed in writing. It
is understood and agreed that the Board of Directors has authorized ▇.
▇. ▇▇▇▇▇▇▇ and Company ("▇▇▇▇▇▇▇") and/or Boston Company Institutional
Investors, Inc. ("Boston Company") and/or M&I Investment Management
Corporation ("M&I"), as investment advisors of the Fund pursuant to an
Investment Advisory Agreement, dated , between them and
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the Fund to deliver Proper Instructions with respect to all matters
for which Proper Instructions are required by this Article 2. The
Depository may rely upon the certificate of an officer of ▇▇▇▇▇▇▇ or
Boston Company or M&I, as the case may be, with respect to the person
or persons authorized on behalf of ▇▇▇▇▇▇▇ and Boston Company and M&I,
respectively, to sign, initial or give Proper Instructions for the
purposes of this Article 2.
Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors of the
Fund accompanied by a detailed description of procedures approved by
the Board of Directors, Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices
provided that the Board of Directors and the Depository are satisfied
that such procedures afford adequate safeguards for the Fund's assets.
2.11 Actions Permitted without Express Authority. The Depository may
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in its discretion, without express authority from the Fund:
1)surrender securities in temporary form for securities
in definitive form; and
2)in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and property
of the Fund except as otherwise directed by the Board of
Directors of the Fund.
2.12 Evidence of Authority. The Depository shall be protected in acting
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upon any instructions, notice, request, consent, certificate or other instrument
or paper believed by it to be genuine and to have been properly executed by or
on behalf of the Fund. The Depository may receive and accept a certified copy
of a vote of the Board of Directors of the Fund as conclusive evidence (a) of
the authority of any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Directors pursuant to the
Articles of Incorporation as described in such vote, and such vote may be
considered as in full force and effect until receipt by the Depository of
written notice to the contrary.
3. Duties of Depository with Respect to the Books of Account and Calculation
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of Net Asset Value and Net Income.
---------------------------------
The Depository shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors of the fund to keep
the books of account of the Fund and/or compute the net asset value per
share of the outstanding shares of the Fund or, if directed in writing to
do so by the Fund, shall itself keep such books of account and/or compute
such net asset value per share. If so directed, the Depository shall also
calculate daily the net income of the Fund as described in the Fund's
currently effective prospectus and shall advise the Fund and the Transfer
Agent daily of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the
daily income of the Fund shall be made at the time or times described from
time to time in the Fund's currently effective prospectus.
4. Records
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The Depository shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet
the obligations of the fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder, applicable federal and state tax laws and any other law or
administrative rules or procedures which may be applicable to the Fund.
All such records shall be the property of the Fund and shall at all times
during the regular business hours of the Depository be open for inspection
by duly authorized officers, employees or agents of the Fund and employees
and agents of the Securities and Exchange Commission. The Depository
shall, at the Fund's request, supply the Fund with a tabulation of
securities owned by the Fund and held by the Depository and shall, when
requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Depository, include certificate numbers in
such tabulations.
5. Opinion of Fund's Independent Accountants
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The Depository 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 (or to
its Shareholders) and with respect to any other requirements of such
Commission.
6 Reports to Fund by Independent Public Accountants
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The Depository 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, futures contracts and options on futures contracts
including securities deposited and/or maintained in a Securities System,
relating to the services provided by the Depository under this Contract;
such reports, which 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, shall so state.
7. Compensation of Depository
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The Depository shall be entitled to reasonable compensation for its
services and expenses as Depository, as agreed upon from time to time
between the Fund and the Depository.
8. Responsibility of Depository
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So long as and to the extent that it is in the exercise of reasonable
care, the Depository shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in
acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper
party or parties. The Depository shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall
be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall
be entitled to rely on and may act upon advice of counsel (who may be
counsel for the Fund) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice. In order
that the indemnification provisions contained in this Article 8 shall
apply, however, it is understood that if in any case the Fund may be asked
to indemnify or save the Depository harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the situation in
question, and it is further understood that the Depository will use all
reasonable care to identify and notify the fund promptly concerning any
situation which presents or appears likely to present the probability of
such a claim for indemnification against the Fund. The Fund shall have the
option to defend the Depository against any claim which may be the subject
of this indemnification, and in the event that the Fund so elects it will
so notify the Depository and thereupon the Fund shall take over complete
defense of the claim and the Depository shall in such situations initiate
no further legal or other expenses for which it shall seek indemnification
under this Article 8. The Depository shall in no case confess any claim or
make any compromise in any case in which the Fund will be asked to
indemnify the Depository except with the Fund's prior written consent.
If the Fund requires the Depository to take any action with respect to
securities, which action involves the payment of money or which action may,
in the opinion of the Depository, result in the Depository or its nominee
assigned to the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to requiring the
Depository to take such action, shall provide indemnity to the Depository
in an amount and form satisfactory to it. The Fund agrees to indemnify and
hold harmless the Depository and its nominee from and against all taxes,
charges, expenses, assessments, claims and liabilities (including counsel
fees) incurred or assessed against it or its nominee in connection with the
performance of this Contract, except such as may arise from it or its
nominee's own negligent action, negligent failure to act or willful
misconduct.
9. Effective Period, Termination and Amendment
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This Contract shall become effective as of October 1, 1989, shall
continue in full force and effect until terminated as hereinafter provided,
may be amended at any time by mutual agreement to the parties hereto and
may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect
not sooner than thirty (30) days after the date of such delivery or
mailing; Provided, however, that the Depository shall not act under Section
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2.5 hereof in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of Directors of the Fund
have approved the initial use of a particular Securities System and the
receipt of an annual certificate of the Secretary or an Assistant Secretary
that the Board of Directors have reviewed the use by the Fund of such
Securities System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940, as amended; provided further, however, that
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the Fund shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Articles
of Incorporation, and further provided, that the Fund may at any time by
action of its Board of Directors immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the Depository or
upon the happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the Depository
such compensation as may be due as of the date of such termination and
shall likewise reimburse the Depository for its costs, expenses and
disbursements.
Upon termination of the Contract, the Depository shall deliver to the
Fund or any agent designated by the Fund in writing, duly endorsed and in
the form for transfer, all securities then held by it hereunder and shall
transfer to an account of the Fund or its designated agent all of the
Fund's securities held in a Securities System.
10. Interpretive and Additional Provisions
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In connection with the operation of this Contract, the Depository and
the Fund may from time to time agree on such provisions interpretive of or
in addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
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additional provisions shall contravene any applicable federal or state
regulations or any provision of the Articles of Incorporation of the Fund.
No interpretive or additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this Contract.
11. Wisconsin Law to Apply
----------------------
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The State of Wisconsin.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 1st day of October, 1989.
ATTEST PRINCIPAL PRESERVATION
PORTFOLIOS, INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Secretary Vice President
ATTEST ▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
By: /s/ ▇.▇. ▇▇▇ ▇▇▇▇
----------------------------- --------------------------------
Secretary Vice President - Finance
APPENDIX A
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to
Depository Contract Between
Principal Preservation Portfolios, Inc.
and ▇. ▇. ▇▇▇▇▇▇▇ and Company
Dated October 1, 1989
The following amendment to the Depository Agreement between ▇. ▇. ▇▇▇▇▇▇▇
and Company (the "Depository") and Principal Preservation Portfolios, Inc. (the
"Fund") expands the provisions of the contract to provide for the following:
1. Cash Account
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The Depository shall open and maintain a separate cash account or
accounts in the name of the Fund and so hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Fund, other than cash maintained by the Fund in a bank
account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940.
2. Payments for Shares
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The Depository shall receive for deposit into the Fund's accounts such
payments as are received from the Transfer Agent of the Fund for Shares of
the Fund issued or sold from time to time by the Fund.
3. Payments for Repurchases or Redemption of Shares of the Fund
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From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of
the Board of Directors of the Fund pursuant thereto, the Depository shall,
upon receipt of instructions from the Transfer Agent, make funds available
for payment to holders of Shares who have delivered to the Transfer Agent a
request for redemption or repurchase of their Shares.
In connection with the redemption or repurchase of Shares of the Fund,
the Depository is authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank designated by the
Transfer Agent.
4. Payment of Fund Moneys
----------------------
Upon receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, the Depository shall
pay out moneys of the Fund in the following cases only:
1) Upon the purchase of securities against the delivery of such
securities or evidence of title to the Depository or a sub-depository as
its agent for this purpose registered in the name of the Fund or in the
name or nominee name of the Depository or sub-depository or in proper form
for transfer;
2) For the redemption or repurchase of Shares issued by the Fund as
set forth in Section 3 hereof;
3) For the payment of any dividends declared pursuant to the governing
documents of the Fund;
4) Upon presentation of the proper check by the Fund;
5) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions, a certified copy of a resolution of the Board of
Directors of the Fund signed by an Officer of the Fund and certified by its
Secretary or Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made, declaring
such purpose to be a proper purpose, and naming the person or persons to
whom such payment is to be made.
5. Proper Instructions
-------------------
The term "Proper Instructions" as used throughout this annexation to
the Depository Agreement dated October 1, 1989 shall be consistent with
Article 2, Paragraph 2.10 titled "Proper Instructions."
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed as of the day of March, 1990.
ATTEST PRINCIPAL PRESERVATION
PORTFOLIOS, INC.
/s/ ▇. ▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Secretary Vice President and
Treasurer
ATTEST ▇. ▇. ▇▇▇▇▇▇▇ AND COMPANY
/s/ ▇. ▇▇▇▇ By: /s/ ▇. ▇▇▇ ▇▇▇▇
---------------------------- ---------------------------
Secretary Vice President - Finance
