UNITED STATES
SECURITIES AND EXCHANGE COMMISSION -------------------------------------
Washington, D.C. 20549 OMB APPROVAL
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OMB Number: 3235-0360
FORM N-17f-2 Expires: July 31, 1994
Estimated average burden
hours per response ...0.05
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Certificate of Accounting of Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CFR 270.17F-2]
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1. Investment Company Act File Number: Date examination completed:
811-8084 August 31, 1999
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2. State identification Number:
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AL AK AZ AR CA CO
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CT DE DC FL GA HI
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ID IL IN IA KS KY
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LA ME MD MA MI MN
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MS MO MT NE NV NH
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NJ NM NY NC ND OH
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OK OR PA RI SC SD
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TN TX UT VT VA WA
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WV WI WY PUERTO RICO
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Other (specify):
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3. Exact name of investment company as specified in registration statement:
GROWTH & INCOME PORTFOLIO
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5. Address of principal executive office (number, street, city, state, zip code):
Mary Squires, 1 Chase Square - Tower 7, Rochester, New York 14643
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INSTRUCTIONS
This Form must be completed by investment companies that have custody of
securities or similar investments.
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law. File the
original and one copy with the Securities and Exchange Commission's
principal office in Washington, D.C., one copy with the regional office for
the region in which the investment company's principal business operations
are conducted, and one copy with the appropriate state administrator(s), if
applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT
SEC 2198 (11-91)
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Report of Independent Accountants
March 13, 2000
To the Trustees of
Growth & Income Portfolio
We have examined management's assertion about Growth & Income Portfolio's (the
"Portfolio's") compliance with the requirements of subsections (b) and (c) of
Rule 17f-2 under the Investment Company Act of 1940 ("the Act") as of August 31,
1999 included in the accompanying Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940. Management is
responsible for the Portfolio's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Portfolio's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Portfolio's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of August 31, 1999, and the period from June 30, 1999 (the date of
last examination) through August 31, 1999 with respect to agreement of purchases
and sales of securities and similar investments:
o Testing of securities and similar investments held in book entry form by
The Depository Trust Company via evaluation of the reconciliation
procedures used by the Custodian and disposition of any reconciling items
related to the Portfolio's positions;
o Testing of the reconciliation of securities and similar investments,
prepared by management of the Portfolio, between the books and records of
the Portfolio and the Custodian;
o Testing of selected purchases and/or sales or maturities of investment
securities since our last examination from the books and records of the
Portfolio to trade tickets and broker confirmations;
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o Confirmation of securities held at sub-custodians.
We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Portfolio's compliance
with specified requirements.
In our opinion, management's assertion that Growth & Income Portfolio was in
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of August, 31, 1999 with respect to securities
and similar investments reflected in the investment account of the Portfolio is
fairly stated, in all material respects.
This report is intended solely for the information and use of management of
Growth & Income Portfolio and the Securities and Exchange Commission and should
not be used for any other purpose.
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Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940
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We, as members of management of Growth & Income Portfolio (the "Portfolio"), are
responsible for complying with the requirements of subsections (b) and (c) of
Rule 17f-2, "Custody of Investments by Registered Management Investment
Companies," of the Investment Company Act of 1940. We are also responsible for
establishing and maintaining effective internal controls over compliance with
those requirements. We have performed an evaluation of the Portfolio's
compliance with the requirements of subsections (b) and (c) of Rule 17f-2 as of
August 31, 1999 and from June 30, 1999 (last examination date) through August
31, 1999.
Based on this evaluation, we assert that the Portfolio was in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of August 31, 1999 and from June 30, 1999 (last
examination date) through August 31, 1999, with respect to securities and
similar investments reflected in the investment account of the Portfolio.
Growth & Income Portfolio
By:
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Martin R. Dean
Treasurer
Growth & Income Portfolio
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Colleen McCoy
Vice President
Chase Manhattan Bank
