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HomeMy WebLinkAboutINTERNATIONAL INVESTMENT MANAGER -PENSION if b'r' RESOLUTION RESOLUTION TO SELECT AN INTERNATIONAL INVESTMENT MANAGER. WHEREAS, the Pension and Audit Committee. met to review the qualifications of three international investment managers presented through Salomon Smith Barney, the City's financial consultants to its 1945, 1949 and 1977 pension plans; and WHEREAS, Lazard Asset Management has presented references, including an Augusta pension fund and a Georgia consolidated government; and WHEREAS, Lazard Asset Management appears in all respects qualified to manage international investments on behalf of said pension plans. NOW, THEREFORE, BE IT RESOLVED that Lazard Asset Management is hereby selected to serve as the international investment manager for said pension plans and the Mayor is hereby authorized to sign contracts with said Lazard Asset Ma~agement as presented through Salomon Smith Barney, the City's financial consultant for its pension pla~s; and after review of said contracts as to form by the County Attorney. ADOPTED, this ~ day of May, 2005. Augusta, Georgia ~/hy. ~r(f ~ t)J As Its Mayor ATTEST: J/iJ~ -,--. ~.""< Fiduciary Services Unaffilia ted Manager Program New Account Forms Package . SMITH BARNEY.... cltlgroupJ. Consulting Group and Smith Barney are divisions of Citigroup Global Markets Inc. Smith Barney is a service mark of Citigroup Global Markets Inc. and its affiliates and is used and registered throughout the world. CITIGROUP and the Umbrella Device are trademarks and service marks of Citicorp or its affiliates and are used and registered throughout the world. Citigroup Global Markets Inc. is a member of the Securities Investor Protection Corporation (SIPC). 4875U (112005) ,'. ) . :., " Investment Questionnaire Client Name City of Augusta General Retirement In order to assist you in selecting the most appropriate manager(s) for your account(s), please answer the following Questions. Answers for individual accounts should be specific to the assets placed in each account and thus may differ from each other and your overall investment objectives. Please indicate your choice of a,b,c,d or e in the boxes to the right of each question. 1. The assets to be placed in this account(s) represent: a. entire investment portfolio b. one component of overall investment portfolio If (b), please describe the objectives and components of overall investment portfolio: ~ ~ If different from 1 I ~cct. I ~cct. I :cct. I ~cct. 2. The Investment time horizon most appropriate for these assets: [to (The time horizon used in evaluating investment return has significant impact on the probability of realizing the 1 B stated return objectives. The longer the time period, the better the chance that up and down periods within market If different from 1 cycles will average out and your desired return can be achieved. If your time horizon is three years or less, you should I ~cct. I ~cct. I :cct. I ~cct. consider other investment alternatives.) a. 3 to 5 years b. 5 to 10 years c. 10 years or more 3. The investment objective for this portfOliO over a market cycle is: ~ a. Preservation of capital and returns exceeding those of risk-free investments (a low risk level means the portfolio 1 C is subject to minimal price fluctuations). If different from 1 b. A combination of modest growth of capital and income via high-quality investments (diversification and risk I ~cct. I ~cct. I :cct. I ~cct. control through a balanced portfolio of stocks, bonds and/or cash equivalents). c. Growth of capital (exposure to increased levels of price volatilitywith expectations to outperform an equity index). d. Aggressive growth of capital (exposure to yet higher levels of volatility with a greater expectation for outperforming a growth equity index; income is incidental and not a major investment consideration). 4. The current income requirements from these assets (the portion of total return which should come [to from dividends/interest) is: 1 A a. None - No need for current income. If different from 1 b. Low - These assets should be managed on a total return basis with minor emphasis on dividend/interest return. I ~cct. I ~cct. .1 :cct. I ~cct. . c. Moderate - These assets should be managed on a total return basis with some emphasis on dividendlinterest retu rn. 5. Tax-free income is required from these assets: [t[] a. Yes 1 B b. No If different from 1 I ~cct. I ~cct. I :cct. I ~cct. 6. With regard to these assets, the Client's tolerance for capital fluctuation would be best described as: [to a. Low - Can accept only infrequent and very modest losses during difficult phases in a market cycle. lC b. Moderate - Can accept a number of Quarters of negative absolute returns during difficult phases in a market If different from 1 cycle. I ~cct. I ~cct. I :cct. I ~cct. c. High - Can accept negative annual returns during difficult phases in a market cycle. Note: To the extent that the investment suitability and objectives information noted herein conflicts with any other information communciated to SB in written or verbal form (i.e., via telephone, email, or Investment Policy Statement), the information contained herein shall control with respect to the management of your account(s). 4875U (112005) 1B MAINTAIN IN CLIENT FILE AT BRANCH SECTION B .7 7. Client Name With regard to these assets, the Client's Risk/Return profile would best be described as follows: The Risk/Return chart illustrates the historical trade-off between volatility and investment return in the capital markets. Historically, to achieve higher rates of return, investors have had to accept greater fluctuations in portfolio value. The higher the position on the chart, the higher the rate of return expected to be earned by the portfolio and the greater the volatility in periodic returns. City of Augusta General Retirement ~ ~ If different from 1 1 ~cct. I ~cct. I :cct. I ~cct. a. Most Conservative c. Moderate ..""" 1. Most Aggressive e. Aggressive ..""" d. S&P 500 ..""". ..""" ..""" z ~ :) I- LIJ ~ b. Conservative RISK 8. Based on the answers to the previous questions, the following portfolio structure is appropriate for these assets: a. Fixed income and Cash Equivalents Manager uses a combination of investment grade and below-investment grade bonds, and cash equivalents, such as money market funds and Treasury bills. b. Balanced Manager diversifies investment risk by investing in a balanced combination of stocks, bonds and cash equivalents, such as money market funds and Treasury bills. c. Asset Allocation Manager seeks to maximize returns by actively adjusting the portfolio's mix of stocks, bonds and cash equivalents in anticipation of trends in stock market direction; at any given time, the portfOlio may be 100% invested in a single asset class. d. Equities and Cash Equivalents Manager uses stocks predominantly, but may also use cash equivalents to reduce portfolio volatility. e. Fully Invested in Equities Manager uses stocks exclusively, and remains fully invested under all market conditions. ~ ~ If different from 1 I ~cct. I ~cct. I :cct. I ~cct. Note: To the extent that the investment suitability and objectives information noted herein conflicts with any other information communciated to SB in written or verbal form (i.e., via telephone, email, or Investment Policy Statement), the information contained herein shall control with respect to the management of your account(s). MAINTAIN IN CLIENT FILE AT BRANCH 4875U 0/2005) 2B CI' t N City of Augusta General Retirement len ame Market Capitalization (equity investments only): [tOcct. Market capitalization is the value of a corporation as determined by the market price of its issues and outstanding 1 A common stock. (Dollar value descriptions for market capitalization are provided below for general reference and are subject to change due to fluctuations in market conditions.) If different from 1 a. Large capitalization companies (more than $8 billion). Acct. b. Medium capitalization companies ($2 billion - $8 billion). 3 ' c. Small capitalization companies (up to $2 billion). d. A combination of large, medium and small capitalization companies, guided by the money manager. e. Notapplicable. 10. Investment Style (equity investments only). The following characteristics are appropriate: a. Value style. Manager attempts to identify companies whose inexpensive stock prices do not reflect their potential value. By buying and holding such stocks, these managers hope to sell when prices become fully or over-valued, generally considered a conservative strategy. These stocks tend to lag stock indexes in strongly advancing markets (while outperforming in declining markets) and to pay moderate current dividends. b. Growth style. Manager favors companies and industries that have shown above average sales and earnings with the expectation of continued growth. Growth stocks tend to pay low dividends and, therefore, are generally inappropriate for an income-oriented portfolio. c. Aggressive growth style. Manager typically invests in companies believed to be growing rapidly. These are often listed on the over-the- counter exchanges, such as NASDAQ. These companies tend to pay low or no dividends and are inappropriate for an income-oriented portfolio. d. International management style. Manager buys securities in international markets, inCluding Japan, Asia, Europe, etc. e. A combination of value (inexpensive stock prices do not reflect their potential value) and growth (above-average sales and earnings with the expectation of continued growth). f. Not applicable. g. A combination of value (inexpensive stock prices do not reflect their potential value), growth (above-average sales and earnings with the expectation of continued growth) and international. 11. Preferred size of the investment management organization: a. Large (over $5 billion). b. Medium ($1.5 billion - $5 billion). c. Small (less than $1.5 billion). d. No preference. ...." ..> 9. 12. The Client's investment gUidelines for these assets prohibit investments in certain securities or industry groups: a. No. b. Yes, restrictions as follows (please specify which Account(s) restrictions apply to): The restriction(s) you identify above will be applied only to new purchases for your account occurring after the date this form is processed by us, and will NOT be applied to: (a) securities already in your account as of that date (including securities that come within a restriction after the date of purchase due to a transformation of the company), or (b) securities added to the account after that date by means other than a purchase (e.g., as a result of transfers or participation in corporate actions). You may direct us at any time to sell a particular security or group of securities by contacting your Financial Consultant. ~ ~ If different from 1 1 ~cct. I ~cct. ~ ~ If different from 1 1 ~cct. I ~cct. ~ ~ If different from 1 I ~cct. I ~cct. I :cct. I :cct. I ~cct. I ~cct. I :cct. I ~cct. Note: To the extent that the investment suitability and objectives information noted herein conflicts with any other information communciated to SB in written or verbal form (i.e., via telephone, email, or Investment Policy Statement), the information contained herein shall control with respect to the management of your account(s). MAINTAIN IN CLIENT FILE AT BRANCH 4875U (1/2005) 3B , ~.~, ,I Smith Barney Fiduciary Services Unaffiliated Manager Program Agreement Citigroup Global Markets Inc., through its Smith Barney division, (hereinafter referred to as "SB") shall act as (i) a discretionary investment advisor, assisting you or your agent ("Client") in reviewing investment objectives and in selecting one or more investment managers to provide day to day investment management services and (ii) custodian for the separate pools of assets that have been deposited by Client into Client's account or accounts, as may be applicable, (hereinafter referred to as the "Account"), crediting the Account with dividends and interest paid on securities held in the Account and with the principal paid on called or matured securities in the Account. 1. SERVICES TO BE PROVIDED. A. SB shall assist Client in the review and evaluation of investment objectives for each Account through the use of a questionnaire and, if appropriate, updated confidential client information. B. Based upon SB's review and evaluation of Client's investment objectives, SB and Client shall engage an unaffiliated manager (individually, "Manager" and collectively, "Managers") to provide one of the following two types of services: Manager selected by SB and Client shall either (a) invest all or a portion of the assets in each Accountj or (b) in certain circumstances under a multi-style investment product, select one or more of Manager's affiliated, separately registered investment advisers ("Sub-Advisers") to invest all or a portion of the assets in each Account. Each Manager shall be selected from the universe of investment managers which SB has entered into an agreement and which are rated 4 or 3 by the Consulting Group. In the event that the Consulting Group lowers its opinion of Manager to 2 or 1, SB will notify Client, and either (x) a replacement manager shall be selected by SB and Client from recommendations provided by SB, or (y) this Agreement shall automatically terminate upon a date selected by SB and communicated to Client with reasonable advance notice. In the event Client wishes to continue to retain a lower rated manager, all terms of this Section 1 shall be null and void, and SB will (i) make no further representations concerning the lower rated investment manager, (ii) not assume any further liability for any loss, claim, damage or expense attributable to Client's determination and (iii) not continue to evaluate or make any representations regarding the competence of such Manager. C. SB shall provide a Quarterly Review of the Account showing historical Account performance. D. In accordance with Client's investment objectives as stated in the questionnaire for each Account, SB shall invest and reinvest the proceeds in the Account in securities of any kind, including, but not limited to, common and preferred stocks, convertible stocks or bonds, warrants, options, rights, corporate, municipal or government bonds, notes or bills, cash or cash equivalents including securities issued by money market mutual funds, or other instruments or repurChase or reverse repurchase agreements for any of the foregoing (collectively, "Securities"). E. Each Manager, and any Sub-Adviser appointed by Manager, shall have the same authority which SB is granted to invest and reinvest the Cash, Securities, and/or other investments held in the Account. Client understands that decisions to purchase or sell Securities shall be made by the Manager or Sub-Advisers and not by Client or SB, a Manager's or Sub-Adviser's past performance is not necessarily indicative of future performance, and SB makes no warranty or representation concerning the present or future level of risk or volatility in the Account. F. Before a Manager is engaged or Client's assets are transferred from the current Manager to another unaffiliated Manager, SB will attempt to notify Client orally or in writing and will attempt to obtain the oral or written concurrence of Client. It is understood, however, that SB need not seek or obtain Client's concurrence in circumstances deemed extraordinary in the discretion of SB where such action does not appear to be reasonably practicable. Client may request in writing that the Manager for the Account be changed, and SB will implement that change as soon as is reasonably practicable. In the event Client wishes to shift assets between Managers or to a Manager affiliated with SB, Client must sign a written authorization. Client Name City of Augusta General Retirement G. In connection with the services being provided to Client under this Agreement, SB and each Manager and/or Sub-Adviser shall be entitled to rely on the financial and other information provided by Client to SB, in writing from time to time. Client agrees to inform SB in writing of any material change in Client's circumstances which might affect the manner in which Client's assets should be invested or the services provided by SB to Client under this Agreement. H. Client may request in writing that certain specified securities, or certain categories of securities, not be purchased for the Account. In the event a category is restricted, SB will determine in its sole discretion the specific securities that will be treated as falling within the restricted category. Investment products sold through SB are not insured by the FDIC; are not a deposit or other Dbligation of a depository institution and are not guaranteed by a depository institution: and are subject to investment risks, including the possible loss of the principal amount invested. 2. FEES. Client shall pay SB for its services an annual fee as a percent of the market value of the Account based on the schedules which appears on page 4C (the "Fee"). SB shall pay the Manager a portion of the Fee received from the Account, and Manager shall pay a portion of Fee it receives from SB to Sub-Advisers, if applicable. The Fee includes all fees or charges of SB (inclUding brokerage commissions for trades executed at SB, compensation to your SB Financial Consultant, SB custodial charges and Manager/Sub-Adviser fee). The Fee does not include the following: (a) charges for services provided by SB, its affiliates or third parties which are outside the scope of this Agreement (e.g., retirement plan administration fees, trustee fees, wire transfer fees, etc.l; (b) any taxes or fees imposed by exchanges or regulatory bodies, and (c) brokerage commissions and other fees and charges imposed because a Manager/Sub-Adviser chooses to effect securities transactions for the Account with or through a broker-dealer other than SB. Each of these additional charges may be separately charged to the Account or reflected in the price paid or received for a given security. In addition, if SB is a member of the underwriting syndicate from which a security is purchased, SB may directly or indirectly benefit from such purchase. The initial Fee shall be due in full on the date the Account is opened at SB (the "opening date") and shall be based on the market value of the Account on that date. The initial Fee payment will cover the period from the opening date through the last business day of the next full calendar quarter and shall be pro-rated accordingly. Thereafter, the Fee shall be paid Quarterly in advance based on the Account's market value on the last business llay of the previous calendar quarter and shall become due the following business day. Client authorizes SB to deduct any and all Fees when due from the assets contained in the Account. Additional assets received into the Account during any billing period may be charged a pro-rata fee based on the number of days remaining in the billing period. No adjustments will be made to the Fee for appreciation or depreciation in the market value of securities held in the Account, or with respect to partial withdrawals by Client, during any billing period for which such Fee is charged. In the event this Agreement is terminated by either party prior to the end of a billing period, a pro-rata refund of the Fee will be made. Notwithstanding the schedule(s) on page 4C, SB shall be entitled to a minimum fee of: (i) $1,500 for Fiduciary Services Equity, Balanced and Multi-Style Accounts, or (ii) $1,250 for Fiduciary Services Fixed Income Accounts. The minimum account size for a Fiduciary Services account is $50,000, except for a multi-style account which is $100,000, although individual Managers may impose higher minimums. Fees charged may be negotiated based on a variety of factors, and the Fee schedule(s) shown on page 4C may be modified by SB upon notice to Client. SB shall not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of Client, although SB may be compensated based upon the total value of the Account as of definite dates. For the duration of this Agreement, a portion of the Fee in connection with the Account will be paid to SB Financial Consultants and other employees of SB and its affiliates. 3. TRADING AND EXECUTIDN SERVICES. Client hereby grants SB and each Manager or Sub-Adviser engaged by SB complete and unlimited discretionary trading For all accounts, scan entire Agreement with checklist and retain at Branch. 4875U (1/2005) 11111111111111111111111111111111111 * 4 8 7 5 U * 1C SECTION C " authorization with respect to the Account and appoints SB and each Manager or Sub- Adviser as agent and attorney-in-fact with respect to the same. Pursuant to such authorization, SB or the Manager or Sub-Adviser may, in their sole discretion and at Client's risk, purchase, sell, exchange, convert and otherwise trade the Securities and other investments in the Account as well as arrange for delivery and payment in connection with the above and act on behalf of Client in all other matters necessary or incidental to the handling of the Account. This power of attorney shall not be affected by subsequent disability or incapacity of Client. If, in the event of Client's death, SB acts in good faith pursuant to this trading authorization without actual knowledge of Client's death, any action so taken, unless otherwise invalid or unenforceable, shall be binding on Client's successors in interest. In the event of Client's death, SB is authorized to liquidate any or all property in the Account whenever in SB's discretion SB considers it necessary to do so for SB's protection or for the protection of the assets in the Account. This trading authorization is a continuing one and shall remain in full force and effect until terminated by Client or SB in writing. The termination of this authorization will constitute a termination of this Agreement. As a general matter, each Manager or Sub-Adviser shall be instructed by Client to use the execution services of SB and its affiliates to effect transactions for the purchase and/or sale of Securities and other investments in the Account. Transactions shall be executed through a broker or dealer other than SB or its affiliates, only when the Manager or Sub-Adviser reasonably believes in good faith that such other broker or dealer will provide better execution than would be the case if the transaction were executed through SB. In evaluating which broker or dealer will provide the best execution, the Manager or Sub-Adviser will consider the full range and Quality of a broker's or dealer's services including, among other things, the value of research provided as well as execution capability, commission rate, financial responsibility, and responsiveness. The Manager or Sub-Adviser may select broker-dealers which provide SB and/or the Manager or Sub-Adviser with research or other transaction- related services and may cause Client to pay such broker-dealer commissions for effecting transactions in excess of the commission other broker-dealers may have charged. Such research and other services may be used for SB's and/or the Manager's or Sub-Adviser's own or other client accounts to the extent permitted by law. Pursuant to the provisions of Section 11(a) of the Securities Exchange Act of 1934, certain transactions effected by SB for certain clients on a national or regional securities exchange may be executed with SB and its affiliates only upon receipt of Client consent. Client specifically consents, in the absence of contrary instructions, to SB and its affiliates acting as broker for the Account. Where transactions are effected through SB or its affiliates, such parties may act, in the absence of instructions to the contrary, on an agency or principal basis, to the extent permitted by law and subject to applicable restrictions. In connection with transactions effected for the Account, Client authorizes the Manager or Sub-Adviser to establish and trade Accounts in Client's, SB's or the Manager's or Sub-Adviser's name with members of national or regional securities exchanges and the National Association of Securities Dealers, Inc. including "omnibus" accounts established for the purpose of combining orders from more than one client. Client consents that some or all executions for Client's Account may be aggregated with executions effected for other clients of SB and be subsequently allocated to Client's Account at an average price, and that SB may from time to time and its discretion act as principal (to the extent permitted by law) with respect to aggregated orders that result in allocations to Client's Account at an average price. Client's confirmations will identify when a transaction was effected at an average price, the average price at which it was effected, and if so, whether SB acted as principal or agent for the transaction. Client may only rescind this consent by written instruction to SB. Client hereby grants SB and its affiliates the authorization to effect "agency cross" transactions (Le. transactions in which SB, or any person controlling, controlled by or under common control with SB, acts as broker for the party or parties on both sides of the transaction) with respect to the Account to the extent permitted by law. Client acknowledges that (i) SB or its affiliates may receive compensation from the other party to such transactions (ii) as such, SB will have a potentially conflicting division of loyalties and responsibilities and (iii) this consent to "agency cross" transactions can be revoked at any time by written notice to SB. In no event will SB or its affiliates be obligated to effect any transaction for Client which they believe would be violative of any applicable state or federal law, rule or regulation, or of the rules or regulations of any regulatory or self-regulatory bOdy. 4. VALUATION. In computing the fair market value of any security or other investment in the Account, a security listed on a national securities exchange shall be valued, as of the valuation date, at the closing composite price (the consolidated tape price). Generally, the prices of bonds, particularly municipal bonds, are obtained from third-party quotation services, whose prices are based either on closing prices, the most recent trades of round lots of $1 million, the mean between the bid and asking price of these lots, or a matrix based on interest rates for similar securities. As such, pricing may not reflect round lot/odd lot differentials (Odd lots are anything smaller than $1 million and can be as small as $5,000 or $10,000,) On average, odd lot prices are lower than round lot prices. Accounts which are charged an asset- based fee should note that such fees are based upon round lot valuations. Where prices are not available from Quotation services, SB may use such prices that in SB's jUdgment best reflect the market prices of the securities. In either case, SB does not guarantee the accuracy of such prices. These prices should not be considered firm bids or offers, and may be subject to fluctuations due to lot size and market conditions. Any other securities or investments in the Account shall be valued in a manner determined in good faith by SB, in its sole discretion, to reflect market value. Any such valuation should not be considered a guarantee of any kind whatsoever with respectto the value of the assets in the Account. 5. CLIENT AUTHORITY. If this Agreement is entered into by a trustee or other fiduciary, such trustee or fiduciary represents that the services provided by SB are within the scope of the services and investments authorized by the governing instruments of, and/or laws and regulations applicable to, Client, and that said trustee or fiduciary is duly authorized to enter into and renew this Agreement. If Client is a corporation, the signatory on behalf of Client represents that the execution of this Agreement has been duly authorized by all necessary and appropriate corporate action. Client undertakes to advise SB of any event which might affect Client's authority to participate in, or the propriety.of, this Agreement. Client warrants that any securities delivered to SB are free of any encumbrances, inclUding constructive liens. 6. ERISA CLIENTS. SB represents to a Client (an "ERISA Client") subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that, with respect to the performance of its duties under this Agreement, it, as well as any Manager and any Sub-Adviser it engages, is a "fiduciary" as that term is defined under ERISA. 7. POTENTIAL CONFLICTS OF INTEREST. Client understands that SB, each Manager, Sub-Adviser and their affiliates perform, among other things, investment banking, research, brokerage, and investment advisory services for other clients. By reason of its investment banking or other activities, SB and its affiliates may from time to time acquire confidential information and information about corporations or other entities and their securities. Client aCknowledges and agrees that SB will not be free to divulge, to Client or any Manager and Sub-Adviser, or to act upon, such information with respect to its or their activities, including its or their activities with respect to this Agreement. Client recognizes that SB and each Manager and Sub- Adviser may give advice and take action in the performance of their duties to such clients (including those who may also be participants in Consulting Group programs) which may differ from advice given, or in the timing and nature of action taken, with respect to Client. Moreover, SB or any of its affiliates may advise or take action with respect to itself or themselves differently than with respect to Client. Nothing in this Agreement shall be deemed to impose on SB, any Manager or any of their affiliates _ any obligation to recommend any Manager or to purchase or sell, or recommend for purchase or sale, for Client any securities or other investments which such parties may recommend, purchase or sell, or recommend for purChase or sale, for its or their own account, or for the account of any other client. SB, its affiliates, employees, inclUding Financial Consultants, may invest with any Manager. Client understands that SB Financial Consultants may receive a financial benefit from any Manager in the form of compensation for trade executions for the accounts of the Manager or accounts that are managed by such Manager, or through referrals of brokerage or investment advisory accounts to the Financial Consultant by such Manager. Moreover, SB may have trading, investment banking or other business relationships with such Manager. These Managers may include a Manager recommended to clients by the Financial Consultant in any of the Consulting Group programs. Client understands that Managers may offer to the public other investment 4875U (1/2005) For all accounts, scan entire Agreement with checklist and retain at Branch. 2C products such as mutual funds with similar investment styles and holdings as those investment products offered through the Consulting Group programs. Such products may be offered at differing fees and charges that may be higher or lower than the fees imposed by SB under a Consulting Group program. Clients should discuss all investment options with their Financial Consultant. In SB managed money programs, non-retirement account cash balances are invested in money market funds sponsored and managed by affiliates of SB. As set forth in the prospectuses of these funds, SB receives fees from these funds and may also receive payments from the funds' sponsors and managers and certain of their affiliates. The fees SB receives from these money market funds are referred to as service fees under the funds' Rule 12b-1 distribution plans. The annual rate of these fees can be as high as 0.10% of managed account cash balances invested in the funds. These fees, along with other fund-level expenses (e.g., fund management fees), are separate from, and in addition to, the fees clients pay to participate in SB managed money programs. Payments to SB from the funds' sponsors and managers and their affiliates are sometimes referred to as "revenue Sharing payments" and are made from their respective past profits, which may be attributable to fees collected from the fund (e.g., fund management fees), or other available sources. Unlike the services fees referred to above, however, these payments are not from fund assets and are not reflected in the funds' expense ratios. Such payments may be made for fund-related distribution and shareholder servicing activities, fund-related marketing, promotional or related expenses, or similar items and services. The annual rate of these payments can be as high as 0.30% of managed account cash balances invested in the funds. At times, the Manager may believe that it is in a client's interest to maintain assets in cash, particularly for defensive purposes in volatile markets. The above-described 12b-l and revenue sharing payments create a potential for a conflict of interest to the extent that the additional payments could influence the selection of investment managers or an investment style that favors cash balances. Please note that the Financial Consultant does not receive any of the 12b-1 or revenue sharing payments described herein. By signing this Agreement, Client acknowledges this potential conflict of interest and consents to the use of affiliated money-market funds as investment vehicles for the Account to the extent permitted by law and to the resulting payment of additional compensation to SB. 8. OURATION AND TERMINATION OF AGREEMENT. For the purposes of this Agreement, (i) the date of this Agreement shall be date of acceptance by SB (ii) references to persons in the masculine gender shall include persons of the feminine gender, and (iii) references in the singular shall, as and if appropriate, include the plural. All paragraph headings in this Agreement are for convenience of reference only, ~~ not form part of this Agreement and shall not affect in any way the meaning interpretation of this Agreement. This Agreement may be executed in any num of counterparts, all of which together shall constitute a single instrument. Clie t understands that SB may choose not to accept this Agreement until such time as Client delivers the securities and other investments that will comprise the Account into SB's custody. Client assets will remain in the form delivered prior to the acceptance of the contract by SB. Collection and processing of the required documentation may delay the acceptance of the contract. This Agreement may be terminated at any time upon written notice by either party to the other, and termination will become effective upon receipt of such notice. Such termination will not, however, affect the liabilities or obligations of the parties incurred, or arising from transactions initiated, under this Agreement prior to such termination, including the provisions regarding arbitration, which shall survive any expiration or termination of this Agreement. Upon the termination of this Agreement, SB shall not be under any obligation whatsoever to recommend any action with regard to, or to liquidate, the Securities or other investments in the Account. SB retains the right, however, to complete any transactions open as of the termination date and to retain amounts in the Account sufficient to effect such completion. Notwithstanding anything to the contrary herein, Client shall have the right to terminate this Agreement without penalty within five (5) business days after entering into, and upon acceptance by SB of, this Agreement. This Agreement shall not be assignable by SB without the prior consent of Client. 9. GOVERNING LAW. The provisions of this Agreement shall be continuous and sha inure to the benefit of SB's present organization, and any successor organization 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. Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed and construed in accordance with the laws of the State of New York without giving effect to prinCiples of conflict of laws. The statute of limitations applicable to any claim shall be that which would be applied by the courts of the state in which Client resides. 10. ENTIRE AGREEMENT. Client has executed a client agreement (the "Client Agreement") with'SB. This Agreement and the Client Agreement (including the arbitration provisions contained herein) will govern the Account and together represent the entire agreement between the parties with regard to the services described. This Agreement may only be modified or amended by SB upon written notice to Client by SB.. This Agreement and the Client Agreement supersede all previous agreements and understandings between the parties hereto with respect to the subject matter hereof. 11. MISCELLANEOUS. Client understands that SB will provide Client, prior to SB's delivery of this Agreement in executed form, with the SB Consulting Group Descriptive Brochure (Schedule H of Form ADV), as well as with the Disclosure Document or Form ADV, Part II for each Manager chosen and each Sub-Adviser if applicable. Client acknowledges receipt and review of the appropriate Manager Profile and understanding of the Manager's investment techniques, disciplines and related risk factors. Client also acknowledges receipt and review of the SB privacy notice as well as the privacy notice for the Manager and any Sub-Adviser, if applicable. SB represents that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. PROXIES AND WAIVERS. SB shall NOT be obligated to take any action or render any advice with respect to the voting of proxies with respect to issuers of Securities held in the Account or the taking of any action relating to such issuers which become the subject of any legal proceedings including bankruptcies. Non-ERISA Clients: By initialing below, I delegate all proxy voting rights to Manager and designate Manager to receive all proxies including proxy soliciting material and related material including interim reports, annual reports and any other issuer mailings ("Related Material"). ERISA Clients: Manager is responsible for voting proxies with respect to issuers of Securities held in the Account, unless the ERISA Client expressly retains the right and obligation to vote proxies by providing prior written notice to SB. If an ERISA Client has not retained proxy voting rights, ERISA Client, by initialing below, designates that Manager is to receive the proxy soliciting material and Related Material. OXY WAIVER (Client may initial): CONFIRMATION WAIVER AND AUTHORIZAT N. By signing below, Client may waive Client's right to receive a daily confirmation upon the completion of each transaction executed by SB for Client's Account(s) designated below, and instead receive confirmation of such transactions (j) in bundled form, on a Quarterly or monthly basis; or (ii) for asset based fee accounts only, incorporated within Client's Account statement, which shall be delivered to Client monthly. In addition, Client acknowledges that (i) SB will send daily confirmations of transactions executed for Client's Account to the Manager for the Account; (ij) Client will not pay a different fee based on Client's decision to execute this instructionj (iij) execution of this instruction is not a condition to entering into or continuing participation in the Fiduciary Services program; and (iv) Client may rescind this authorization at any time by written notice to SB. Client wishes to receive periodic confirmations (Client may check one of the following and sign below): D Incorporated within Client Statement (asset based fee accounts only). This option would stop all daily confirms but all transactions would be summarized for your review in the monthly statement. t!1 Bundled Quarterly D Bundled Monthly Client's Signature: 4875U (1/2005) For all accounts, scan entire Agreement with checklist and retain at Branch. 3C .~ ' ....~ 1, " BY SIGNING THIS AGREEMENT, THE UNDERSIGNED CLIENT ACKNOWLEDGES RECEIPT OF A COPY OF THE AGREEMENT. CLIENT HEREBY ACKNOWLEDGES RECEIPT AND REVIEW OF THE SB PRIVACY NOTICE. Account 1 Account Humber Investment Mana~er Lazard Asset Investment Style International ADR Name of Client(s) City of Augusta General Retirement Fund (please pnnt or type) Signature of Client Yri Date Date Signature of Client Account Number Investment Mana~er Investment Style Name of Client(s) (please print or type) Signature of Client Date Si~nature of Client Oate Capacity of Signatory(ies) Oebit Account Account Number Investment Mana~er Investment Style Name of Client(s) (please print or type) Signature of Client Date Signature of Client Date Capacity of Signatory(ies) Debit Account ccount Account Number Investment Manager Investment Style Name of Client(s) (please print or type) Signature of Client Date Signature of Client Date Capacity of Signatory(ies) Debit Account Account Number Investment Manager Investment Style Name of Client(s) (please print or type) Signature of Client Date Signature of Client Date Capacity of Signatory(ies) Accepted by Citigroup Global Markets Inc. By Annual S8 Fee Schedule to Client $0 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 - $20,000,000 $20,000,001 - $30,000,000 $30,000,001 - $40,000,000 $40,000,001 - $9,999,999,999 1.25% 0.93% 0.85% 0.57% 0.53% 0.49% Annual S8 Fee Schedule to Client $0 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 - $20,000,000 $20,000,001 - $30,000,000 $30,000,001 - $40,000,000 $40,000,001 - $9,999,999,999 1.25% 0.93% 0.85% 0.57% 0.53% 0.49% Annual 58 Fee Schedule to Client $0 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 - $20,000,000 $20,000,001 - $30,000,000 $30,000,001 - $40,000,000 $40,000,001 - $9,999,999,999 1.25% 0.93% 0.85% 0.57% 0.53% 0.49% Annual S8 Fee Schedule to Client $0 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 . $20,000,000 $20,000,001 - $30,000,000 $30,000,001 - $40,000,000 $40,000,001 - $9,999,999,999 1.25% 0.93% 0.85% 0.57% 0.53% 0.49% Annual S8 Fee Schedule to Client $0 - $5,000,000 $5,000,001 - $10,000,000 $10,000,001 - $20,000,000 $20,000,001 . $30,000,000 $30,000,001 - $40,000,000 $40,000,001 - $9,999,999,999 1.25% 0.93% 0.85% 0.57% 0.53% 0.49% Date FOR INTERNAL USE ONLY: BRANCH MANAGER'S ATIESTATION FOR WRAP FEE ACCOUNTS I certify that I have reviewed the activity for a period of 30 days in the above Account(s) and any related accounts and have satisfied myself that (i) no commission charges, including markdowns, have been charged to the Client(s) for liquidations where the proceeds were transferred into a wrap fee managed program and (ii) no commissions, including markups, have been charged for purchases when the issue was transferred into a wrap fee managed account program. Where charges have occurred in any of the above situations, I have credited Client's Account accordingly. Branch Manager (Print Name): Signature of Branch Manager: 4875U (1/2005) For all accounts, scan entire Agreement with checklist and retain at Branch. 4C . .. CONFIDENTIAL CLIENT INFORMATION Account No. 417-06224-11-104 Client Name/Name of Company or Sponsoring Organization Mailing Address Room 207, 530 Greene ST. Home Telephone No. N/A Assets Placed under Shares Management 3,000,000. Cash (No. of shares and security) Client Name City of Augusta General Retirement Financial Consultant City of Augusta General Retirement City AUGUSTA For Individual Investors Only (including Individuals, accounts set up as Living Trusts, IRAs, IRA Rollovers and Keoghs) Legal Residence(s) or Trust Bank Name and Address: Situs (Cify and State) Date of Birth (MonthlDaylYear) Occupation(s) Business Telephone No. 706-821-1736 Security Are any of the above securities restricted for management (i.e., to be held as unsupervised)? Is Client a controlling person with respect to any publicly held company? DYes [!1' No D Yes ~NO I Country of Citizenship I Investing Since: Prior Investment Experience: Was there any prior investment D Y D No act~i'!y_ by ~f!Y _b~n_e~~a.! ~~n~C? _ _ _ _ _ _ ~~ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ tf yes, which owner.' Have you ever had DYes D No accE~n!s_~tD Et,!1~ li~m_sZ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If yes, which firms: Date of Birth and Relationship of Dependents Are you covered by a D D Retirement Plan? Yes No ------------------------------------------- If yes, describe plan: Planned Retirement I Value of Real Estate $ Date(s) (net of mortgages) Cash Amount /Total Net Worth (excluding realeslate, in Bank $ furnishing and personal items, e.g. art. jewlery): $ Do assets to be placed under management D Y D N con..s~t~t~ ~o~~ ~n~r~ ~~c~r~i~s_p_o~fE~oJ _ _ _ _ _ _ ~~ _ _ _ _ _0_ _ _ _ _ _ _ _ _ If no, percent to be % I Amount: $ managed: 0 .. 4875U (1/2005) 58-6078307 ZIP Code 30901 Date as of 5/19/05 Shares Security If yes, specify: If yes, specify: Type of Account D Checking D Savings D Loan Salary (Approximate $ before taxes): Other Dividends and Interest: $ Total Annual Income $ $ Approximate Maximum Federal Approximate Maximum Tax Bracket This Year: % Federal Tax Bracket Next Year: % Describe any anticipated changes in your overall financial circumstances in the foreseeable future. (Any changes to income, net worth or investment objectives require you to provide us with an updated copy of this information.) D None Anticipated Do you desire periodic withdrawals DYes D No fro I!! y<2.u~ ~cE<2.u!1t.? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If yes, how m~ch do I Monthly: I Quarterly: I Other:(specify) you plan to Withdraw: $ $ $ Will securities/cash be added to DYes D No accE~n! ~t 3 .!a!e~ ~a!e1_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If yes, indicate $ the amount: Was the account solicited? I When: DYes D No FOR Fe USE ONLY: The State of Connecticut requires that if a client resides in that state, the client must receive a copy of this page. Date copy of this page h \ I r' FC 11 MI given to Client by FC: J (-:y 0,.) Initials: v,"'--'" 5 o N ~ o "" CXJ O'l <0 <n 10 MAINTAIN IN CLIENT FILE AT BRANCH SECTION 0 i!- For Corporate, Retirement and Tax Exempt Plans Only (and as applicable, Partnership and Trust Accounts, other than Living Trusts) Official Name of Plan: Projected Withdrawals: City of Augusta General Retirement ~ None expected over next 5 years Name of Contact Person: Bob Young D Occasional. minimum over next 5 years Name of Corporate Trustee: Name of Actuary: D Withdrawals over the next 5 years will be more than the annual contributions G EB Corp D Annual cash needs may fluctuate substantially from year to year Name of Plan Administrator: Type of ~ Defined Benefit D Money Purchase Pension D Other (please specify) Plan: Percentage of Total Portfolio Being D Profit Sharing D Endowment Placed Under Management: % D Jointly Trusteed Pension (Taft Hartley) Names of Other Money Managers Being Used and Amount: D Public Employee Pension D 401 (k) D Other (specify) Plan D Company Contributions Only Funded By: ~ Company and Employee Contributions D Through Labor Agreement D Union Contribution Plan's Fiscal Estimated Annual Year: Contributions: $ Anticipated Annual D Higher D About Even TIming of Contribution: Total,Portfolio I Stocks: l Cash Equivalents: J Insurance: Contributions over IS being $ $ $ next 5 years is: D Lower D Uncertain invested as I B;nds~ - - - - - - - -I Re~1 Eslale~ - - - - - - - - - - - - - - - - follows: $ $ Client Name City of Augusta General Retirement For Defined Benefit Plans Only Has the actuarial assumption been reviewed in a timely manner and is it deemed to be realistic under today's economic environment? DYes D No Percentage of the vested dollar benefits that accrue to persons who will retire within the next 3 years: % Percentage of assets that are represented by employee contributions: % What is current actuarial assumption of investment earnin s: Approximate average age of the beneficiaries of the Plan: Number of employees % covered by the Plan: years Financial Strength of Sponsoring Corporation: D Very Strong D Strong D Weak D Very Weak D Average ~ a a ~ a "" co 0> <.0 LC') 4875U (1/2005) MAINTAIN IN CLIENT FILE AT BRANCH 2D