Form No. 0131
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Form
No.
0131
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CITIGROUP
GLOBAL MARKETS INC. (CGMI)
Account
Number:
Amended
and Restated Institutional Client Agreement
Account
Title: GE Contra Fund of GE Private Asset Management Funds
For
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is agreed by Citigroup Global Markets Inc. ("you"
or
"CGMI")
and
GE
Private Asset Management Funds, for and on behalf of its Genworth Financial
Contra Fund series ("we"
or
"us"),
with
respect to: all brokerage accounts, whether upon margin or otherwise, that
we
now have or may at any future time have with you, including all cash, securities
and similar investments and holdings associated with and appropriate for our
investment in derivative investments, including but not
limited to exchange traded options (each, an "account"),
as
follows:
1. You
agree
to act as broker/dealer for the extension of credit and the purchase or sale
of
securities, commodities,
options and other property on our behalf in our account(s).
2. This
Amended and Restated Institutional Client Agreement (this "Agreement")
amends
and replaces any previous
Institutional Client Agreement between you and us.
3. All
transactions entered into under this Agreement shall be subject to any
applicable constitution, rules, regulations,
customs and usages of the exchange or market and its clearinghouse, if any,
where such transactions are executed
by CGMI or its agents and to all applicable laws, rules and regulations of
governmental authorities and self-regulatory
agencies. Except as herein provided, no provision of this Agreement may be
waived, altered, modified
or amended unless the same is in writing and signed by us and by an authorized
official of CGMI.
4. We
agree
that all property of ours, whether owned individually, jointly, or in the name
of another, which at any
time
may be subject to your control, for any purpose, including safekeeping, shall
be
subject to a continuing security
interest, lien and right of set-off for the discharge of all of our indebtedness
and other obligations to CGMI, and
will
be held by CGMI as security for the payment of any of our past due indebtedness
or obligations to CGMI. In enforcing your security interest, you shall have
the
discretion to determine which property is to be sold and the order in which
it
is to be sold and shall all the rights and remedies available to a secured
party
under the New York Uniform Commercial Code. Without your prior written consent,
we will not cause or allow any of the property held in
our
account(s), whether now owned or hereafter acquired, to be or become subject
to
any liens, security interests, mortgages
or encumbrances of any nature other than your security interest.
Without
limiting the generality of the foregoing, we hereby authorize CGMI to, from
time
to time, automatically liquidate
any money market funds available in our account(s), and paid for by us, to
cover
any of our indebtedness or obligations
to CGMI including non-trade related debts. You are further authorized to
liquidate any other property in our
account(s) to satisfy any such indebtedness or obligations whenever in your
reasonable discretion you consider it necessary
for your protection.
"Property"
as used in this Agreement shall include, but not be limited to, securities
of
all kinds (including money market funds), money, certificates of deposit,
bankers' acceptances, commercial paper, options, commodities, and contracts
for
the future delivery of commodities or relating to commodities or securities,
and
the distributions, proceeds, products and accessions of any of the
above.
The
foregoing notwithstanding, you shall not have a security interest in any
Property that has been reduced to your physical
possession.
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5. The
securities and investments in our accounts shall be maintained in accordance
with the following requirements,
provided, however, that the provisions of Sections 4(a), (b) and (c) below
shall
not apply to our Property in your possession until that Property has been
reduced to your physical possession and has been paid for by
us;
provided, further, that you shall take possession of such Property, if such
Property may be reduced to physical possession,
at the earliest practicable time. Nothing in this Section 4(f) shall be
construed to relieve you of any obligation
under existing law or under the rules of any national securities exchange.
We
acknowledge that by operation of law and practice exchange-traded options can
not be reduced to your physical possession.
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(a)
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The
Property held for us by you shall at all times be individually segregated
from the Property of any
other person and marked in such manner as to clearly identify them
as our
property, both upon physical
inspection thereof and upon examination of your books. For any physically
held items, the
physical segregation and marking of such securities and investments
may be
accomplished by putting them in separate containers bearing our name
or by
attaching tags or labels to such securities
and investments.
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(b)
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You
shall have no power or authority to assign, hypothecate, pledge or
otherwise to dispose of any such
Property, except pursuant to our direction and only for our
benefit.
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(c)
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Such
Property shall be subject to no lien or charge of any kind in favor
of you
or any persons claiming through you; provided,
that
you are hereby authorized to liquidate any Property held in our
account(s), or otherwise held for us by you, in order to satisfy
any
liabilities incurred by you on our
behalf upon our direction in connection with our investment in derivative
investments, such liabilities including but not limited to contractual
liabilities pursuant to options or futures contracts effected
by you on our behalf.
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(d)
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Such
Property shall be subject to actual examination at the end of each
annual
and semi-annual fiscal
period and at least one other time each fiscal year by an independent
public accountant retained
and paid by us at such reasonable times and by such reasonable method
as
shall be arranged.
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(e)
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Such
Property shall, at all times, be subject to inspection by the SEC
through
its employees or agents.
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6. Notwithstanding
anything in Section 5 hereof, in case of the sale of any security, commodity,
or
other property
at our direction and the inability of CGMI to deliver the same to the purchaser
by reason of our failure to supply
the same to CGMI, we authorize CGMI to borrow any security, commodity, or other
property necessary to make
delivery thereof, and we hereby agree to be responsible for any loss which
CGMI
may sustain thereby and any reasonable
premiums, interest or other reasonable costs which CGMI may be required to
pay
as a result of such borrowing,
and for any loss or cost which CGMI may sustain by reason of its inability
to
borrow the security, commodity,
or other property sold.
You
may
charge our account(s) with such usual and customary charges as you may determine
to cover your services and
facilities, including, but not limited to, transactions fees, and we will
promptly pay CGMI any deficiency that might arise in our account(s). We
understand and agree that a finance charge may be charged on any debit balance
in any cash account we have with CGMI in accordance with the CGMI policy
described in the accompanying literature regarding new accounts. You may
transfer excess funds between any of our accounts (including commodity accounts)
for any reason not in conflict with the Commodity Exchange Act or any other
applicable law. If
any
transactions are effected on an exchange in which a foreign currency is used,
any profit or loss as a result of a fluctuation
in the exchange rate will be charged or credited to our account(s).
7. Communications
may be sent to our mailing address on file with you, or to such other address
as
we may hereafter
give to you in writing, and all communications so sent, whether by mail,
telecopy, messenger or otherwise, shall
be
deemed given upon delivery to such address. Transactions entered into for our
account(s) shall be confirmed
in writing to us where required by applicable law or regulation. In addition,
CGMI shall provide us with
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periodic
statements reflecting activity in such account(s). You shall certify to us
the
accuracy of your statement(s) of the
holdings in the account(s) as of each calendar quarter end.
We
authorize you at your discretion to obtain credit reports and to provide
information to others concerning our credit standing and business
conduct.
8. If
we are
an investment adviser and are signing this Agreement on behalf of our client(s),
we represent to you
that
we are authorized by our client(s) to do so.
9. The
provisions of this Agreement shall be continuous. This Agreement shall cover
individually and collectively all accounts which we may open or reopen with
CGMI, shall be binding on our successors and shall inure
to
the benefit of CGMI and any successors or assigns. Should any term or provision
of this Agreement be deemed
or
held to be invalid or unenforceable, the remaining terms and provisions shall
continue in full force and effect.
To the extent provisions or terms of this Agreement are subject to varying
interpretations or constructions, the
parties intend that such provisions and terms be interpreted consistent and
in
accordance with any similar provisions
and terms set forth in the Investment Company Act of 1940, as amended. This
Agreement, and all the terms
herein, shall be governed and construed in accordance with the laws of the
State
of New York, including, but not
limited to the law of New York regarding the permissible rates of interest
that
may be charged, without giving effect
to
principles of conflicts of law.
10. We
understand that you may in your sole discretion prohibit or restrict trading
of
securities or substitution of
securities in any of our accounts. You have the right to terminate any of our
accounts (including multiple owner accounts)
at any time by notice to us. The provisions of this Agreement shall survive
the
termination of any account.
11. Your
failure to insist at any time upon strict compliance with any term of this
Agreement, or any delay or failure
on your part to exercise any power or right given to you in this Agreement,
or a
continued course of such conduct on your part shall at no time operate as a
waiver of such power or right, nor shall any single or partial exercise
thereof preclude any other further exercise. All rights and remedies given
to
you in this Agreement are cumulative
and not exclusive of any other rights or remedies which the parties may
otherwise have.
12. CGMI
shall not be liable for any loss caused directly or indirectly by government
restrictions, exchange or market
rulings, suspensions of trading, war, strikes power failure, computer (hardware
or software, failure) or "acts of God", beyond CGMI’s control; provided,
however, that
CGMI
shall be responsible for complying with all government
restrictions, exchange or market rulings and suspensions of trading. Under
no
circumstances will CGMI be
liable
for consequential, "special" or punitive damages.
13. From
time
to time you may at your discretion, make loans to us for a purpose other than
purchasing, carrying or trading in securities (“Express
Credit Loans"). Express
Credit Loans will be made in a non-securities credit
account ("Express
Credit Account"). The
minimum and maximum amount of any particular loan may be established
by you in your discretion regardless of the amount of collateral delivered
to
you and you may change such
minimum and maximum amounts from time to time.
We
agree
not to use the proceeds of any Express Credit Loan to purchase, carry or trade
in securities. We also agree not
to
use Express Credit Loan proceeds directly or indirectly to repay other debt
that
we incur for the purpose of purchasing, carrying or trading in
securities.
14. You
are
hereby authorized, without notice to us and without regard as to whether or
not
you have in your possession
or under your control at the time thereof other property of the same kind and
amount, to pledge, repledge, hypothecate
or rehypothecate our property that you have in your physical possession or
any
part thereof, either separately
or together with other property of other clients.
15. We
agree
to pay ON DEMAND any balance owing with respect to any of our accounts, or
your
services under
this Agreement, including interest and commissions and any costs of collection
(including reasonable attorneys'
fees). We understand that you may demand full payment of the balance due plus
any interest charges accrued
thereon, at your sole option, at any time without cause. We understand that
all
loans made are not for any
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specific
term or duration but are due and payable at your discretion upon a demand for
payment made to us. We agree
that all payments received for our account(s) including interest, dividends,
premiums, principal or other payments may be applied by you to any balances
due
in our account(s). If we maintain both a cash and a margin account
with you, you are authorized in your discretion to utilize the equity in either
type of account in satisfaction of any maintenance margin requirement without
the actual transference of funds or securities between such
accounts.
Upon
our
failure to pay any balance owing to you under this agreement, you are authorized
in a commercially reasonable
manner, to sell, assign, transfer and deliver all or any part of our property
which may be in your physical possession or control in any manner you deem
appropriate, make any necessary purchases to cover short sales and/or
any
open
commodity contract positions and/or to cancel any outstanding orders in order
to
close out the account. Without
limiting the generality of the foregoing, such sale, purchase or cancellation
may be made, in a commercially reasonable manner, on the exchange or other
market where such business is then usually transacted, at public auction
or
at
private sale without advertising the same. All of the above may be done without
demand for margin or notice of purchase, sale or cancellation to us. No demand
for margin, or notice given to us of intent to purchase or sell property
or to cancel orders in our account, shall impose on you any obligation to make
such demand or provide such notice
to
us. Any such notice or demand is hereby expressly waived, and no specific demand
or notice shall invalidate this waiver. After deducting all costs and expenses
of the purchase and/or sale and deliveries, including, but not limited to,
commissions and transfer and stamp taxes, you shall apply the residue of the
proceeds to the payment of any and all of our liabilities to you, and we shall
remain liable for any deficiency. Upon any such sale, you may purchase the
whole
or any part thereof free from any right of redemption.
16. We
will
at all times maintain such margin for our account(s), as CGMI may require from
time to time, and any debit balances arising in such account shall be charged
interest in accordance with the CGMI policy described in the accompanying
literature regarding new accounts provided by you under Rule 10b-16 of the
Securities Exchange Act
of
1934, as amended from time to time. We are aware that interest charges, if
not
paid, will be added to the debit balance in our account for the next interest
period. We are aware and agree that you may impose, for any account(s), margin
requirements more stringent than those required by law or exchange regulations.
We further understand
and agree that such margin requirements may be changed and modified by you
from
time to time upon prior
notice to us. We further agree that any waiver by you or failure to enforce
promptly, as to our account or that of
others, such margin requirements shall not in any way prevent you from
subsequently enforcing such margin requirements
with regard to our account.
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In
Witness Whereof, the
undersigned have executed this Agreement as of the 6 day of July,
2006.
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Citigroup
Global Markets Inc.
Signed
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
Print
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ III
Title:
Managing Director
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GE
Private Asset Management Funds
Signed
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Print
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
Principal Executive
Officer
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