exv10w5






Exhibit 10.5








Pledge Agreement

(Stocks, Bonds and Commercial Paper)




     THIS PLEDGE AGREEMENT, dated as of this 30th day of September, 2009 (the “Pledge
Agreement”), is made by ERIE INDEMNITY COMPANY AS ATTORNEY IN FACT FOR ERIE INSURANCE EXCHANGE
(the “Pledgor”), with an address at 100 Erie
Insurance Place, Erie, Pennsylvania 16530, in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as
administrative agent for itself and certain other Lenders (as hereinafter defined) (in such
capacity, the “Secured Party”), with an address at 901 State Street, P.O. Box 8480, Erie,
Pennsylvania 16553 (“Pledge Agreement”).



     1. Pledge. In order to induce the Secured Party and the other Lenders to extend the
Obligations (as defined below), the Pledgor hereby grants a security interest in and pledges to the
Secured Party (as administrative agent for itself and the other Lenders) all of the Pledgor’s
right, title and interest in and to the investment property and other assets of the Pledgor in the
following investment account and all security entitlements of the Pledgor with respect thereto,
whether now owned or hereafter acquired, together with all additions, substitutions, replacements
and proceeds thereof and all income, interest, dividends and other distributions thereon
(collectively, the “Collateral”). Account No.: EIRF 1221052; Name: Erie Insurance Exchange
Collateral Account; Custodian: The Bank of New York Mellon; Custodian’s Address: One Mellon Center,
Pittsburgh, Pennsylvania 15258, which investment account contains as of the Closing Date the
investment property and other assets set forth in Exhibit A attached hereto and made a part
hereof. If the Collateral includes certificated securities, documents or instruments, such
certificates are herewith delivered to the Secured Party accompanied by duly executed blank stock
or bond powers or assignments as applicable. The Pledgor hereby authorizes the transfer of
possession of all certificates, instruments, documents and other evidence of the Collateral to the
Secured Party.



     2. Obligations Secured. Reference is hereby made to that certain Credit Agreement,
dated of even date herewith, by and among the Pledgor, PNC and various other financial institutions
from time to time party thereto (PNC and such other financial institutions are each, a “Lender” and
collectively, the “Lenders”), and the Secured Party (as amended, restated, modified or supplemented
from time to time, the “Credit Agreement”; unless otherwise defined herein, terms defined in the
Credit Agreement shall have such defined meaning when used herein). The Collateral secures payment
of the Obligations in accordance with the terms of the Obligations and of the Credit Agreement and
the full and timely payment and performance of the obligations of the Pledgor under this Pledge
Agreement, and the Loan Parties under the Credit Agreement and the other Loan Documents
(hereinafter referred to collectively as the “Obligations”).



     3. Representations and Warranties. The Pledgor represents and warrants to the Secured
Party as follows:



 









 





          3.1 This Pledge Agreement and the Control Agreement (as hereinafter defined) have been duly
executed and delivered by the Pledgor, constitute valid and legally binding obligations and are
enforceable in accordance with their respective terms against the Pledgor.




          3.2 The execution, delivery and performance of this Pledge Agreement, the grant of the
security interest in the Collateral hereunder and the consummation of the transactions contemplated
hereby will not, with or without the giving of notice or the lapse of time, (i) violate any law
applicable to the Pledgor; (ii) violate any judgment, writ, injunction or order of any court or
Official Body applicable to the Pledgor; (iii) violate or result in the breach of any agreement to
which the Pledgor is a party or by which any of its properties, including the Collateral, is bound;
nor (iv) violate any restriction on the transfer of any of the Collateral.




          3.3 There are no restrictions on the pledge or transfer of any of the Collateral.




          3.4 The Pledgor is the legal owner of the Collateral, which is registered in the name of the
Pledgor, the Custodian (as hereinafter defined) or a nominee.




          3.5 The Collateral is free and clear of any security interests, pledges, liens, encumbrances,
charges, agreements, claims or other arrangements or restrictions of any kind, except as referenced
in Section 3.3 above; and the Pledgor will not incur, create, assume or permit to exist any pledge,
security interest, lien, charge or other encumbrance of any nature whatsoever on any of the
Collateral or assign, pledge or otherwise encumber any right to receive income from the Collateral,
other than in favor of the Secured Party.




          3.6 The Pledgor has the right to transfer the Collateral free of any encumbrances and the
Pledgor will defend the Pledgor’s title to the Collateral against the claims of all Persons, and
any registration with, or consent or approval of, or other action by, any federal, state or other
governmental authority or regulatory body which was or is necessary for the validity of the pledge
of and grant of the security interest in the Collateral has been obtained.




          3.7 The pledge of and grant of the security interest in the Collateral is effective to vest in
the Secured Party a valid and perfected first priority security interest, superior to the rights of
any other person, in and to the Collateral as set forth herein.




          3.8 None of the information, documents, or financial statements that have been furnished by
the Pledgor to the Secured Party in connection with the transactions contemplated by this Pledge
Agreement or the other Loan Documents contains, as of the date furnished, any untrue statement of
material fact or omits any material fact required to be stated hereby or thereby to make such
statements not misleading.




          3.9 The Collateral described in Exhibit A is a complete and accurate list of the
securities and other investment property and assets maintained in the Collateral Account as of the
Closing Date.




-2-









 





     4. Covenants.



          4.1 The Pledgor agrees to maintain Collateral Value in accordance with Section 7.1.10 of the
Credit Agreement.




          4.2 The Pledgor agrees that Eligible Collateral maintained in the Collateral Account shall
consist of investment property and other assets in accordance with Section 7.1.12 of the Credit
Agreement.




          4.3 The Pledgor agrees that upon the making of any trades or withdrawals with respect to the
assets maintained in the Collateral Account in accordance with the provisions of this Pledge
Agreement, the Pledgor shall immediately provide the Secured Party with an updated Exhibit
A to this Pledge Agreement.




          4.4 If all or part of the Collateral constitutes “margin stock” within the meaning of
Regulation U of the Federal Reserve Board, the Pledgor agrees to execute and deliver Form U-l to
the Secured Party and, unless otherwise agreed in writing between the Pledgor and the Secured
Party, no part of the proceeds of the Obligations may be used to purchase or carry margin stock.




          4.5 Pledgor agrees not to invoke, and hereby waives its rights under, any statute under any
state or federal law which permits the recharacterization of any portion of the Collateral to be
interest or income.




     5. Default.



          5.1 If any of the following occur and are continuing (each an “Event of Default”): (i) any
Event of Default (as defined in the Credit Agreement), (ii) the failure of the Secured Party to
have a perfected first priority security interest in the Collateral, (iii) any restriction is
imposed on the pledge or transfer of any of the Collateral after the date of this Pledge Agreement
without the Secured Party’s prior written consent, or (iv) the breach of the Control Agreement
(referred to in Section 8 below), or receipt of notice of termination of the Control Agreement if
no successor custodian acceptable to the Secured Party has executed a Control Agreement in form and
substance acceptable to the Secured Party on or before ten (10) days prior to the effective date of
the termination, then the Secured Party is authorized in its discretion to declare any or all of
the Obligations to be immediately due and payable without demand or notice, which are expressly
waived, and may exercise any one or more of the rights and remedies granted pursuant to this Pledge
Agreement or given to a secured party under the Uniform Commercial Code of the applicable state, as
it may be amended from time to time, or otherwise at law or in equity, including without limitation
the right to issue a Notice of Exclusive Control (as defined in the Control Agreement) to the
Custodian, and/or to sell or otherwise dispose of any or all of the Collateral at public or private
sale, with or without advertisement thereof upon such terms and conditions as it may deem advisable
and at such prices as it may deem best.




          5.2 (a) At any bona fide public sale, and to the extent permitted by law, at any private sale,
the Secured Party shall be free to purchase all or any part of the Collateral, free of any right or
equity of redemption in the Pledgor, which right or equity is hereby waived and released. Any such
sale may be on cash or credit. The Secured Party shall be authorized at any





-3-









 







such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the Collateral for their own account
in compliance with Regulation D of the Securities Act of 1933 (the “Act”) or any other applicable
exemption available under such Act. The Secured Party will not be obligated to make any sale if it
determines not to do so, regardless of the fact that notice of the sale may have been given. The
Secured Party may adjourn any sale and sell at the time and place to which the sale is adjourned.
If the Collateral is customarily sold on a recognized market or threatens to decline speedily in
value, the Secured Party may sell such Collateral at any time without giving prior notice to the
Pledgor. Whenever notice is otherwise required by law to be sent by the Secured Party to the
Pledgor of any sale or other disposition of the Collateral, ten (10) days written notice sent to
the Pledgor at its address specified above will be reasonable.




               (b) The Pledgor recognizes that the Secured Party may be unable to effect or cause to be
effected a public sale of the Collateral by reason of certain prohibitions contained in the Act, so
that the Secured Party may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obligated to agree, among other things, to acquire the Collateral
for their own account, for investment and without a view to the distribution or resale thereof. The
Pledgor understands that private sales so made may be at prices and on other terms less favorable
to the seller than if the Collateral were sold at public sales, and agrees that the Secured Party
has no obligation to delay or agree to delay the sale of any of the Collateral for the period of
time necessary to permit the issuer of the securities which are part of the Collateral (even if the
issuer would agree), to register such securities for sale under the Act. The Pledgor agrees that
private sales made under the foregoing circumstances shall be deemed to have been made in a
commercially reasonable manner.



          5.3 The net proceeds arising from the disposition of the Collateral after deducting expenses
incurred by the Secured Party will be applied to the Obligations in the order determined by the
Secured Party. If any excess remains after the discharge of all of the Obligations, the same will
be paid to the Pledgor. If after exhausting all of the Collateral there is a deficiency, the
Pledgor will be liable therefor to the Secured Party; provided, however, that
nothing contained herein will obligate the Secured Party to proceed against the Pledgor or any
other party obligated under the Obligations or against any other collateral for the Obligations
prior to proceeding against the Collateral.




          5.4 If any demand is made at any time upon the Secured Party for the repayment or recovery of
any amount received by it in payment or on account of any of the Obligations and if the Secured
Party repays all or any part of such amount by reason of any judgment, decree or order of any court
or administrative body or by reason of any settlement or compromise of any such demand, the Pledgor
will be and remain liable for the amounts so repaid or recovered to the same extent as if such
amount had never been originally received by the Secured Party. The provisions of this section will
be and remain effective notwithstanding the release of any of the Collateral by the Secured Party
in reliance upon such payment (in which case the Pledgor’s liability will be limited to an amount
equal to the fair market value of the Collateral determined as of the date such Collateral was
released) and any such release will be without prejudice to the Secured Party’s rights hereunder
and will be deemed to have been conditioned upon such payment having become final and irrevocable.
This Section shall survive the termination of this Pledge Agreement.




-4-









 





     6. Voting Rights and Transfer. Prior to the occurrence of an Event of Default which is
continuing, the Pledgor will have the right to exercise all voting rights with respect to the
Collateral. At any time after the occurrence of an Event of Default which is continuing, the
Secured Party may transfer any or all of the Collateral into its name or that of its nominee and
may exercise all voting rights with respect to the Collateral to the exclusion of the Pledgor, but
no such transfer shall constitute a taking of such Collateral in satisfaction of any or all of the
Obligations unless the Secured Party expressly so indicates by written notice to the Pledgor.



     7. Dividends, Interest and Premiums. The Pledgor will have the right to receive all
cash dividends, interest and premiums declared and paid on the Collateral prior to the occurrence
of any Event of Default which is continuing. In the event any additional shares are issued to the
Pledgor as a stock dividend or in lieu of interest on any of the Collateral, as a result of any
split of any of the Collateral, by reclassification or otherwise, any certificates evidencing any
such additional shares will be immediately delivered to the Secured Party and such shares will be
subject to this Pledge Agreement and a part of the Collateral to the same extent as the original
Collateral. At any time after the occurrence of an Event of Default which is continuing, the
Secured Party shall be entitled to receive all cash or stock dividends, interest and premiums
declared or paid on the Collateral, all of which shall be subject to the Secured Party’s rights
under Section 5 above.



     8. Securities Account. If the Collateral includes securities or any other financial or
other asset maintained in a securities account, then the Pledgor agrees to cause the securities
intermediary on whose books and records the ownership interest of the Pledgor in the Collateral
appears (the “Custodian”) to execute and deliver, contemporaneously herewith, a notification and
control agreement or other agreement (the “Control Agreement”) reasonably satisfactory to the
Secured Party in order to perfect and protect the Secured Party’s security interest in the
Collateral.



     9. Further Assurances. By its signature hereon, the Pledgor hereby irrevocably
authorizes the Secured Party, at any time and from time to time, to execute (on behalf of the
Pledgor), file and record against the Pledgor any notice, financing statement, continuation
statement, amendment statement, instrument, document or agreement under the UCC that the Secured
Party may consider necessary or advisable to create, preserve, continue, perfect or validate any
security interest granted hereunder or to enable the Secured Party to exercise or enforce its
rights hereunder with respect to such security interest. Without limiting the generality of the
foregoing, the Pledgor hereby irrevocably appoints the Secured Party as the Pledgor’s
attorney-in-fact to do all acts and things in the Pledgor’s name that the Secured Party may deem
necessary or advisable to create, preserve, continue, perfect or validate any security interest
granted hereunder or to enable the Secured Party to exercise or enforce its rights hereunder with
respect to such security interest. This power of attorney is coupled with an interest with full
power of substitution and is irrevocable. The Pledgor hereby ratifies all that said attorney shall
lawfully do or cause to be done by virtue hereof.



     10. Release of Collateral. Subject to any sale or other disposition by the Secured
Party of the Collateral in accordance with the terms hereof, upon payment in full and the
satisfaction of all of the Obligations and the termination of the Credit Agreement, this Pledge
Agreement shall terminate, the Pledgor and its assigns are authorized to file or the Secured Party,






-5-









 







upon request from the Pledgor, shall file, if applicable, UCC-3 financing statements to evidence
the release of the Liens granted hereunder and the Collateral shall within thirty (30) days
following payment in full and the satisfaction of all of the Obligations and the termination of the
Credit Agreement be returned to the Pledgor.




     11. Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing and will be effective
upon receipt. Notices may be given in any manner to which the parties may separately agree,
including electronic mail. Without limiting the foregoing, first-class mail, facsimile transmission
and commercial courier service are hereby agreed to as acceptable methods for giving Notices.
Regardless of the manner in which provided, Notices may be sent to a party’s address as set forth
above or to such other address as either the Pledgor or the Secured Party may give to the other for
such purpose in accordance with this section.



     12. Preservation of Rights. (a) No delay or omission on the Secured Party’s part to
exercise any right or power arising hereunder will impair any such right or power or be considered
a waiver of any such right or power, nor will the Secured Party’s action or inaction impair any
such right or power. The Secured Party’s rights and remedies hereunder are cumulative and not
exclusive of any other rights or remedies which the Secured Party may have under other agreements,
at law or in equity.



               (b) The Secured Party may, at any time and from time to time, without notice to or the
consent of the Pledgor unless otherwise expressly required pursuant to the terms of the
Obligations, and without impairing or releasing, discharging or modifying the Pledgor’s
liabilities hereunder, (i) change the manner, place, time or terms of payment or performance of or
interest rates on, or other terms relating to, any of the Obligations; (ii) renew, substitute,
modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other
pledge or security agreements, or any security for any Obligations; (iii) apply any and all
payments by whomever paid or however realized including any proceeds of any collateral, to any
Obligations of the Pledgor in such order, manner and amount as the Secured Party may determine in
its sole discretion; (iv) deal with any other Person with respect to any Obligations in such
manner as the Secured Party deems appropriate in its sole discretion; (v) substitute, exchange or
release any security or guaranty; or (vi) take such actions and exercise such remedies hereunder
as provided herein. The Pledgor hereby waives (a) presentment, demand, protest, notice of dishonor
and notice of non-payment and all other notices to which the Pledgor might otherwise be entitled,
and (b) all defenses based on suretyship or impairment of collateral.



     13. Illegality. In case any one or more of the provisions contained in this Pledge
Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect or impair
the validity, legality and enforceability of the remaining provisions in this Pledge Agreement.



     14. Changes in Writing. No modification, amendment or waiver of or consent to any
departure by the Pledgor from, any provision of this Pledge Agreement will be effective unless made
in a writing signed by the Secured Party, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or demand on the Pledgor
in any case will entitle the Pledgor to any other or further notice or demand in the same, similar
or other circumstance.



-6-









 





     15. Entire Agreement. This Pledge Agreement (including the documents and instruments
referred to herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, between the Pledgor and the Secured Party with respect to
the subject matter hereof.



     16. Successors and Assigns. This Pledge Agreement will be binding upon and inure to
the benefit of the Pledgor and the Secured Party and their respective heirs, executors,
administrators, successors and assigns; provided, however, that the Pledgor may not
assign this Pledge Agreement in whole or in part without the Secured Party’s prior written consent
and the Secured Party at any time may assign this Pledge Agreement in whole or in part.



     17. Interpretation. In this Pledge Agreement, unless the Secured Party and the Pledgor
otherwise agree in writing, the singular includes the plural and the plural the singular;
references to statutes are to be construed as including all statutory provisions consolidating,
amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”,
the words “including”, “includes” and “include” shall be deemed to be followed by the words
“without limitation”; and references to agreements and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications to such instruments, but only
to the extent such amendments and other modifications are not prohibited by the terms of this
Pledge Agreement. Section headings in this Pledge Agreement are included for convenience of
reference only and shall not constitute a part of this Pledge Agreement for any other purpose. If
this Pledge Agreement is executed by more than one party as Pledgor, the obligations of such
persons or entities will be joint and several.



     18. Indemnity. The Pledgor agrees to indemnify each of the Secured Party, each legal
entity, if any, who controls, is controlled by or is under common control with the Secured Party,
and each of their respective directors, officers and employees (the “Indemnified Parties”), and to
hold each Indemnified Party harmless from and against, any and all claims, damages, losses,
liabilities and expenses (including all reasonable fees and charges of internal or external counsel
with whom any Indemnified Party may consult and all expenses of litigation or preparation therefor)
which any Indemnified Party may incur, or which may be asserted against any Indemnified Party by
any person, entity or governmental authority (including any person or entity claiming derivatively
on behalf of the Pledgor), in connection with or arising out of or relating to the matters referred
to in this Pledge Agreement or under any Control Agreement, whether (a) arising from or incurred in
connection with any breach of a representation, warranty or covenant by the Pledgor, or (b) arising
out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending
or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise,
before any court or governmental authority; provided, however, that the foregoing indemnity
agreement shall not apply to claims, damages, losses, liabilities and expenses solely attributable
to an Indemnified Party’s gross negligence or willful misconduct. The indemnity agreement contained
in this Section shall survive the termination of this Pledge Agreement. The Pledgor may participate
at its expense in the defense of any such action or claim.



     19. Governing Law and Jurisdiction. This Pledge Agreement has been delivered to and
accepted by the Secured Party and will be deemed to be made in the Commonwealth of Pennsylvania.
THIS PLEDGE AGREEMENT WILL BE INTERPRETED AND THE






-7-









 







RIGHTS AND LIABILITIES OF THE PLEDGOR AND THE SECURED PARTY DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE COMMONWEALTH
OF PENNSYLVANIA, EXCLUDING ITS CONFLICT OF LAWS RULES. The Pledgor hereby irrevocably consents to
the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania sitting in Allegheny
County and of the United States District Court for the Western District of Pennsylvania, and any
appellate court from any thereof; provided that nothing contained in this Pledge Agreement will
prevent the Secured Party from bringing any action, enforcing any award or judgment or exercising
any rights against the Pledgor individually, against any security or against any property of the
Pledgor within any other county, state or other foreign or domestic jurisdiction. The Pledgor
acknowledges and agrees that the venue provided above is the most convenient forum for both the
Secured Party and the Pledgor. The Pledgor waives any objection to venue and any objection based on
a more convenient forum in any action instituted under this Pledge Agreement.




     20. WAIVER OF JURY TRIAL. THE PLEDGOR IRREVOCABLY WAIVES ANY AND ALL RIGHT THE
PLEDGOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO
THIS PLEDGE AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS PLEDGE AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE PLEDGOR ACKNOWLEDGES THAT THE FOREGOING
WAIVER IS KNOWING AND VOLUNTARY.


The Pledgor acknowledges that it has read and understood all the provisions of this Pledge
Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or
appropriate.




[INTENTIONALLY LEFT BLANK]







-8-









 








     WITNESS the due execution hereof as a document under seal, as of the date first written above,
with the intent to be legally bound hereby.



     



	 	 	 	 	 
	WITNESS: 	Erie Insurance Exchange




By: Erie Indemnity Company, 
a Pennsylvania
corporation, its Attorney-in-Fact

 	 
	/s/ Brian W. Bolash                         
   
                         	By:  	/s/ Douglas F. Ziegler
 	 (SEAL) 
	 	 	Print Name:  	Douglas F. Ziegler 	 
	 	 	Title:  	Senior Vice President, Treasurer and 
Chief
Investment Officer 	 
	 




 









 








EXHIBIT A TO PLEDGE AGREEMENT

(UNCERTIFICATED SECURITIES)



With respect to the following account:



Title of the Securities Account: Erie Insurance Exchange Collateral Account

Securities Account No.: EIRF 1221052 
Custodian: The Bank of New York Mellon



The specific assets listed on the attached spreadsheet, which are in the securities account
referred to above, are being pledged as collateral and trading and withdrawals are permitted
provided that no Event of Default has occurred and is continuing, and further provided that at all
times, (i) the Pledgor shall maintain Collateral Value at all times in accordance with Section
7.1.10 of the Credit Agreement, (ii) the Pledgor shall maintain in the Collateral Account
investment property and other assets in accordance with Section 7.1.12 of the Credit Agreement, and
(iii) upon any trading or withdrawals of such assets, the Pledgor shall immediately provide the
Secured Party with an updated Exhibit A to this Pledge Agreement.




[Spreadsheet Attached]





 











 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	$Par Amt(M)	 	$MV(M) 9/29/09	 	Description	 	Cusip #	 	Insurer	 	Mdy/S&P	 	Underlying	 	Other Inf	 	% Tot MV
	 	9.910	 	 	 	10.820	 	 	Farmer Mac 5 1/8% due 4/19/17
	 	30769qaa8	 	na	 	Aaa/nr	 	Aaa/nr/AA	 	Corp	 	 	4.09	 
	 	4.000	 	 	 	4.260	 	 	Alaska Stdt 5.25% due 6/1/12
	 	 	011855AH6	 	 	na	 	nr/AAA	 	nr/AAA/AAA	 	 	 	 	 	 	1.61	 
	 	5.040	 	 	 	5.320	 	 	Carrltn.TX ISD GO 5.25% due 2/15/14
	 	 	145628jv6	 	 	PSF	 	Aaa/AAA	 	Aa2/AA/nr	 	 	 	 	 	 	2.01	 
	 	3.400	 	 	 	3.580	 	 	Carrltn.TX ISD GO 5.25% due 2/15/17
	 	 	145628JY0	 	 	PSF	 	Aaa/AAA	 	Aa2/AA/nr	 	 	 	 	 	 	1.35	 
	 	5.200	 	 	 	6.000	 	 	Chicago Wtr 5.375% due 12/1/16
	 	 	167560JM4	 	 	na	 	Aaa/nr	 	Aaa/nr/AAA	 	pr 12/1/12	 	 	2.27	 
	 	6.000	 	 	 	7.040	 	 	DistofCol GO 5% due 6/1/20
	 	 	25476FJE9	 	 	BHAC	 	Aa1/AAA	 	 	A1/A+/A+	 	 	 	 	 	 	 	2.66	 
	 	4.940	 	 	 	5.380	 	 	Garland, Tx ISD 4% due 2/15/14
	 	 	366155NN5	 	 	PSF	 	Aaa/AAA	 	Aa1/AA/nr	 	 	 	 	 	 	2.04	 
	 	6.200	 	 	 	7.220	 	 	Georgia GO 5% due 8/1/21
	 	 	373384DQ6	 	 	na	 	Aaa/AAA	 	Aaa/AAA/AAA	 	 	 	 	 	 	2.73	 
	 	5.000	 	 	 	5.250	 	 	Grand Prairie, TX ISD 5% due 2/15/23
	 	 	386154P36	 	 	PSF	 	Aaa/AAA	 	A1/AA-/nr	 	 	 	 	 	 	1.99	 
	 	10.000	 	 	 	12.530	 	 	Harris Cty Hlth 5.75% due 7/1/27
	 	 	41315RBF0	 	 	na	 	nr/AAA	 	S&P AAA	 	etm	 	 	4.74	 
	 	7.000	 	 	 	7.850	 	 	Harris Cty GO 5% due 10/1/25
	 	 	414004U58	 	 	na	 	Aa1/AAA	 	Aa1/AAA/AA+	 	 	 	 	 	 	2.97	 
	 	7.780	 	 	 	8.140	 	 	Harris Cty Hsg 4.95% due 3/1/31
	 	 	414158QM0	 	 	na	 	Aaa/nr	 	Mdy Aaa	 	put 3/1/11	 	 	3.08	 
	 	9.750	 	 	 	10.850	 	 	Horry Cty Sch 5% due 3/1/24
	 	440673yf2	 	FSA	 	Aa1/AAA	 	Aa1/AA/AA+	 	 	 	 	 	 	4.11	 
	 	8.000	 	 	 	9.070	 	 	Houston ISD 5% due 2/15/22
	 	 	442403BU4	 	 	PSF	 	Aaa/AAA	 	Aa2/AA+/AA+	 	 	 	 	 	 	3.43	 
	 	4.500	 	 	 	4.980	 	 	Indiana BdBk 4.50% due 2/1/13
	 	 	4546233M9	 	 	na	 	nr/AAA	 	nr/AAA/AAA	 	 	 	 	 	 	1.88	 
	 	4.895	 	 	 	5.550	 	 	Indianapolis Pub 5% due 8/1/21
	 	 	45528SH25	 	 	na	 	Aa1/AAA	 	Aa1/AAA/AA+	 	 	 	 	 	 	2.10	 
	 	8.000	 	 	 	9.320	 	 	Maryland GO 5% due 7/15/23
	 	 	574192L81	 	 	na	 	Aaa/AAA	 	Aaa/AAA/AAA	 	 	 	 	 	 	3.53	 
	 	8.000	 	 	 	9.250	 	 	Massachusetts Wtr 5.25% due 8/1/13
	 	 	57604PNS9	 	 	na	 	Aaa/AAA	 	Aaa/AAA/AAA	 	 	 	 	 	 	3.50	 
	 	10.000	 	 	 	11.520	 	 	Minnesota GO 5% due 8/1/23
	 	 	604129FQ4	 	 	na	 	Aa1/AAA	 	Aa1/AAA/AAA	 	 	 	 	 	 	4.36	 
	 	5.000	 	 	 	5.620	 	 	Nevada Bond Bk 5% due 12/1/17
	 	 	641460p38	 	 	FSA	 	Aa1/AAA	 	Aa1/AA+/AA+	 	 	 	 	 	 	2.13	 
	 	6.580	 	 	 	7.140	 	 	Port Seattle 5% due 11/1/15
	 	735371hz2	 	FSA	 	Aa1/AAA	 	Aa1/AAA/AA+	 	 	 	 	 	 	2.70	 
	 	7.000	 	 	 	8.200	 	 	Round Rock Sch 5%due 8/1/15
	 	 	7792398f2	 	 	PSF	 	Aaa/AAA	 	Aa1/AA/nr	 	 	 	 	 	 	3.10	 
	 	146.195	 	 	 	164.890	 	 	Total AAA
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	62.39	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	5.000	 	 	 	5.600	 	 	Alaska GO 5% due 8/1/15
	 	 	011770p73	 	 	FSA	 	Aa2/AAA	 	Aa2/AA+/AA	 	 	 	 	 	 	2.12	 
	 	5.000	 	 	 	5.620	 	 	Chicago Trans 5.25% due 6/1/20
	 	 	167723CT0	 	 	AssrdGty	 	Aa2/AAA	 	 	A2/A/A	 	 	 	 	 	 	 	2.13	 
	 	3.590	 	 	 	4.080	 	 	Dallas W&S 5.375% due 10/1/14
	 	 	235416F25	 	 	FSA	 	Aa2/AAA	 	Aa2/AAA/nr	 	pr 4/1/13	 	 	1.54	 
	 	5.000	 	 	 	5.710	 	 	DC Income Tax 5% due 12/1/24
	 	 	25477GBL8	 	 	na	 	Aa2/AAA	 	Aa2/AAA/AA	 	 	 	 	 	 	2.16	 
	 	4.000	 	 	 	4.640	 	 	DC Wtr&Swr 5% due 10/1/20
	 	 	254845ED8	 	 	BHAC	 	Aa2/AAA	 	A1/AA-/A+	 	 	 	 	 	 	1.76	 
	 	5.000	 	 	 	5.460	 	 	Colorado Hlth 5.5% due 9/1/13
	 	 	196474XM7	 	 	na	 	Aa2/AA	 	Aa2/AA	 	pr 9/1/11	 	 	2.07	 
	 	5.660	 	 	 	6.180	 	 	Colorado Hlth 5.5% due 9/1/16
	 	 	196474XQ8	 	 	na	 	Aa2/AA	 	Aa2/AA	 	pr 9/1/11	 	 	2.34	 
	 	6.385	 	 	 	6.730	 	 	King Cty Sch 5.125% due 12/1/20
	 	 	495044PK9	 	 	na	 	Aa1/AA+	 	Aa1/AA+	 	 	 	 	 	 	2.55	 
	 	6.500	 	 	 	6.628	 	 	General Electric Cap 6% Due 8/7/19
	 	 	36962G4D3	 	 	na	 	Aa2/AA+	 	Aa2/AA+	 	 	 	 	 	 	2.51	 
	 	10.000	 	 	 	11.250	 	 	Wal-Mart 5.8% due 2/15/18
	 	 	931142CJ0	 	 	na	 	Aa2/AA	 	Aa2/AA	 	Corp	 	 	4.26	 
	 	56.135	 	 	 	61.898	 	 	Total Aa2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	23.42	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	$Par Amt(M)	 	$MV(M) 9/29/09	 	Description	 	Cusip #	 	Insurer	 	Mdy/S&P	 	Underlying	 	Other Inf	 	% Tot MV
	 	5.000	 	 	 	5.780	 	 	Central Puget Sound, WA 5% due 11/1/13
	 	15504rae9	 	AMBAC	 	Aa3/AAA	 	Aa3/AAA/nr	 	 	2.19	 	 	 	 	 
	 	8.000	 	 	 	8.990	 	 	Chicago GO 5.25% due 1/1/17
	 	 	1674843r3	 	 	FSA	 	Aa3/AAA	 	Aa3/AA/AA	 	 	3.40	 	 	 	 	 
	 	5.000	 	 	 	5.500	 	 	Cook Cty GO 5% due 11/15/24
	 	 	213201QA7	 	 	FSA	 	Aa3/AAA	 	 	A1/A+/A+	 	 	 	2.08	 	 	 	 	 
	 	5.000	 	 	 	5.940	 	 	Dallas RapTran 5% due 12/1/19
	 	 	235241LQ7	 	 	na	 	Aa3/AAA	 	Aa3/AAA/nr	 	 	2.25	 	 	 	 	 
	 	5.000	 	 	 	5.660	 	 	Illinois GO 5.375% due 12/1/16
	 	 	452151GR8	 	 	FSA	 	Aa3/AAA	 	A1/AA-/A	 	 	2.14	 	 	 	 	 
	 	5.000	 	 	 	5.620	 	 	Illinois Tolls 5% due 1/1/18
	 	452252av1	 	FSA	 	Aa3/AAA	 	Aa3/AA-/AA-	 	 	2.13	 	 	 	 	 
	 	33.000	 	 	 	37.490	 	 	Total Aa3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	14.19	 	 	 	 	 
	 	235.330	 	 	 	264.278	 	 	Overall Total