As
filed
with the U.S. Securities and Exchange Commission
on August
4, 2006
Securities
Act File No. 333-61973
Investment
Company Act File No. 811-8977
FORM
N-1A
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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[
]
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Pre-Effective
Amendment No. ____
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[
]
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Post-Effective
Amendment No. 14
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[X]
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and/or
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REGISTRATION
STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[
]
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Amendment
No. 16
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[X]
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(Check
appropriate box or boxes.)
Genworth
Financial Asset Management Funds
(formerly
GE Private Asset Management Funds)
(Exact
Name of Registrant as Specified in Charter)
16501
Ventura Blvd., Suite 201
Encino,
CA 91436-2007
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
Telephone Number, including Area Code: (818) 528 3700
Regina
M.
Fink
Secretary
Genworth
Financial Asset Management Funds
16501
Ventura Blvd., Suite 201
Encino,
CA 91436-2007
(Name
and
Address of Agent for Service)
With
copy
to:
David
Hearth, Esq.
Paul,
Hastings, Janofsky and Walker LLP
55
Second
Street
San
Francisco, CA 94105
Approximate
Date of Proposed Public Offering: Continuous
It
is
proposed that this filing will become effective:
[X]
immediately upon filing pursuant to paragraph (b)
[
] on __________ pursuant to paragraph (b)
[
] 60 days after filing pursuant to paragraph (a) (1)
[
] on (date) pursuant to paragraph (a) (1)
[
] 75 days after filing pursuant to paragraph (a) (2)
[
] on (date) pursuant to paragraph (a) (2) of Rule 485.
If
appropriate, check the following box:
[
] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
EXPLANATORY
NOTE:
The
Prospectus and Statement of Additional Information are incorporated by
reference
from Post-Effective Amendment No. 13 to this Registration Statement filed
on
February 1, 2006, and from the supplement to the Prospectus and Statement
of
Additional Information filed on July 3, 2006.
This
Amendment is being filed in order to file:
Exhibit
23.a(9) -- Amendment to Certificate of Trust of GE Private Asset Management
Funds, filed in Delaware on June 19, 2006.
Exhibit
23.g(5) - Form of Agreement with Citigroup Global Markets Inc.
PART
C
OTHER
INFORMATION
Item
23.
Exhibits
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Exhibit
No
.
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Description
of Exhibit
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(a)
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(1)
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Articles
of Incorporation.*
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(2)
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Articles
of Amendment of Articles of Incorporation. #
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(3)
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Articles
of Amendment of Articles of Incorporation, dated December 15, 2000.
**
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(4)
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Articles
Supplementary, dated October 26, 2001.***
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(5)
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Articles
of Amendment changing name of corporation and series dated June 7,
2002.****
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(6)
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Articles
of Amendment, dated November 23, 2004.##
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(7)
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Certificate
of Trust of GE Private Asset Management Funds.###
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(8)
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Declaration
of Trust of GE Private Asset Management Funds.###
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(9)
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Amendment
to Certificate of Trust of GE Private Asset Management Funds,
filed in
Delaware on June 19, 2006, is filed herein.
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(b)
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(1)
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By-laws.*
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(2)
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Amendment
to Bylaws adopted October 22, 2001.***
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(3)
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Bylaws
of GE Private Asset Management Funds.###
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(c)
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Form
of Stock Certificate.#
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(d)
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(1)
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Form
of Investment Advisory Agreement with Centurion Trust Company
("Centurion") for the Centurion U.S. Equity Fund (the "U.S. Equity
Fund").#
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(2)
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Form
of Investment Advisory Agreement with Centurion for the Centurion
International Equity Fund (the "International Equity
Fund").#
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(3)
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Form
of Investment Advisory Agreement with Centurion for the Centurion
U.S.
Contra Fund (the "U.S. Contra Fund") #
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(4)
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Form
of Investment Advisory Agreement with Centurion for the Centurion
International Contra Fund (the "International Contra Fund")
#
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(5)
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Form
of Sub-Advisory Agreement with Parametric Portfolio Associates
("Parametric") for the U.S. Equity Fund #
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(6)
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Form
of Sub-Advisory Agreement with BEA Associates ("BEA") (presently
known as
Credit Suisse Asset Management ("CSAM") ) for the U.S. Equity Fund
#
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(7)
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Form
of Sub-Advisory Agreement with Friends Ivory & Sime, Inc. ("FISI") for
the International Equity Fund #
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(8)
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Form
of Sub-Advisory Agreement with BEA for the International Equity Fund
#
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(9)
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Form
of Sub-Advisory Agreement with BEA for the U.S. Contra Fund
#
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(10)
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Form
of Sub-Advisory Agreement with BEA for the International Contra Fund.
#
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(11)
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Form
of Sub-Advisory Agreement with Trainer, Wortham & Company, Inc. for
the U.S. Equity Fund dated March 15, 2000. **
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(12)
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Form
of Investment Advisory Agreement with Centurion Trust Company
("Centurion") presently GE Asset Management, Inc. for the Centurion
U.S.
Contra Fund (the "Contra Fund") (presently known as GE Contra Fund)
****
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(13)
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Form
of Sub-Advisory Agreement with Credit Suisse Asset Management ("CSAM")
for
the GE Contra Fund, ****
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(14)
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Investment
Management Agreement with GE Private Asset Management for the Contra
Fund++
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(15)
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Investment
Management Agreement with GE Private Asset Management for the Contra
Fund.###
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(16)
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Form
of Interim Investment Advisory Agreement with GE Private Asset
Management,
Inc. for the Contra Fund, effective December 6,
2005.++++
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(17)
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Form
of Interim Investment Subadvisory Agreement with Credit Suisse
Asset
Management, LLC for the Contra Fund, effective December 6,
2005.++++
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(18)
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Form
of Investment Advisory Agreement with GE Private Asset Management,
Inc.
for the Contra Fund, effective January 30,
2006.++++
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(19)
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Form
of Subadvisory Agreement with Credit Suisse Asset Management, LLC
for the
Contra Fund, effective January 30, 2006.++++
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(e)
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(1)
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Form
of Distribution Agreement with CFBDS, Inc. ("CFBDS") #
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(2)
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Form
of Distribution Agreement with Salomon Smith Barney
**
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(3)
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Form
of Distribution Agreement with GE Investment Distributors,
Inc.***
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(4)
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Form
of Distribution Agreement with Capital Brokerage Corporation
("CBC").##
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(f)
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Not
applicable
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(g)
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(1)
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Form
of Custodian Agreement with PNC Bank, National
Association#
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(2)
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Form
of Custodian Agreement with The Chase Manhattan Bank #
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(3)
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Form
of Custodian Agreement with State Street Bank and Trust Company.
****
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(4)
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Form
of Master Custody Agreement with State Street Bank and Trust Company
dated
December 2005 for the Contra Fund.++++
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(5)
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Form
of July 6, 2006, Agreement with Citigroup Global Markets Inc. is
filed
herein.
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(h)
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(1)
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Form
of Transfer Agency and Service Agreement with First Data Investor
Services
Group Inc. #
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(2)
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(a)
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Form
of Administration Agreement with Mutual Management Corp.
#
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(b)
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Form
of Administration Agreement with Smith Barney Fund Management LLC
(formerly, SSB Citi Fund Management LLC) dated September 21, 1999.
+
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(3)
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Form
of Consulting Agreement with Salomon Smith Barney Inc.
#
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(4)
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Form
of Administration, Accounting Services, Transfer Agency and Shareholder
Services Agreement with Integrated Fund Services,
Inc.+++
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(i)
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(1)
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Opinion
and Consent of Willkie Farr & Gallagher, counsel to Registrant
#
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(2)
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Opinion
and Consent of Venable, Baetjer and Howard, LLP, Maryland counsel
to
Registrant #
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(3)
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Opinion
and Consent of Paul, Hastings, Janofsky & Walker
LLP.+++
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(j)
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(1)
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Consent
of Independent Auditors.++++
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(2)
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Powers
of Attorney.++++
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(l)
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Purchase
Agreement #
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(m)
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Not
applicable.
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(n)
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Not
applicable.
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(o)
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Not
applicable.
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(p)
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Code
of Ethics **
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(1)
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G.E.
Financial Trust Company (GE Private Asset Management Funds, Inc.)
Code of
Ethics ****
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(2)
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Citigroup
Asset Management Code of Ethics ****
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(3)
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GE
Asset Management Code of Ethics ****
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(4)
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CSAM
Code of Ethics ****
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(5)
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CSAM
US Supplement to Code of Ethics.+++
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(6)
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GE
Asset Management Code of Ethics and Insider Trading
Policy.+++
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(7)
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CSAM
Global Personal Trading Policy.+++
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(8)
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GE
Private Asset Management Funds Amended Code of
Ethics.++++
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___________________
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*
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Incorporated
by reference to Registrant's Registration Statement on Form N-1A
filed on
August 21, 1998.
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#
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Incorporated
by reference to Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A filed on November 30, 1998.
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+
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Incorporated
by reference to Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A filed on January 28, 2000.
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**
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Incorporated
by reference to Post-Effective Amendment No.41 to Registrant's
Registration Statement on Form N-1A filed on January 21, 2001.
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***
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Incorporated
by reference to Post-Effective Amendment No. 6 to Registrant's
Registration Statement on Form N-1A filed on November 29, 2001.
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****
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Incorporated
by reference to Post-Effective Amendment No. 8 to Registrant's
Registration Statement on Form N-1A filed on January 28, 2003.
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++
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Incorporated
by reference to Post-Effective Amendment No. 9 to Registrant's
Registration Statement on Form N-1A filed on January 28,
2004.
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##
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Incorporated
by reference to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A filed on November 29,
2004.
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+++
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Incorporated
by reference to Post-Effective Amendment No. 11 to Registrant's
Registration Statement on Form N-1A filed on January 28,
2005.
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###
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Incorporated
by reference to Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A filed on September 9,
2005.
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++++
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Incorporated
by reference to Post-Effective Amendment No. 13 to Registrant's
Registration Statement on Form N-1A filed on February 1,
2006.
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Item
24.
Persons
Controlled by or Under Common Control with Registrant
All
of
the outstanding shares of Registrant on the date of the Registrant's
Registration Statement are held of record by Genworth Financial Trust Company
for the benefit of Genworth Financial Asset Management, Inc., for the benefit
of
their mutual clients. GE Financial has complete investment discretion and
voting
authority with respect to the shares of the Fund held by its clients.
Item
25.
Indemnification
Paragraph
(a)(i) of Section 3 of Article VII of the Trust’s Declaration of Trust provides
that, subject to the exceptions and limitations contained in that Section
3 and
in the Trust’s By-Laws, every person who is, has been, or becomes a Trustee or
officer of the Trust (hereinafter referred to as a “Covered Person”) shall be
indemnified by the Trust to the fullest extent permitted by state law and
the
Investment Company Act of 1940 (“1940 Act”) against judgments, fines, penalties,
settlements and reasonable expenses (including attorneys’ fees) actually paid or
incurred by him or her in connection with any proceeding in which he or she
was
or is a party or is threatened to be made a party or otherwise becomes involved
to any proceedings, by reason of alleged acts or omissions within the scope
of
his or her service as a Trustee or officer of the Trust. Section 2 of Article
VII of the Trust’s By-Laws provides that, subject to the exceptions and
limitations contained in Section 4 of that Article of the By-Laws, the Trust
shall indemnify its Trustees and officers to the fullest extent permitted
by
state law and the 1940 Act.
Paragraph
(e) of Section 3 of Article VII of the Trust’s Declaration of Trust and Section
5 of Article VII of the Trust’s By-Laws provide that the Trust’s financial
obligations arising from the provided indemnification may be insured by policies
maintained by the Trust on behalf of any Covered Person or agent. Section
5 of
Article VII provides that The Trustees shall be entitled and empowered to
the
fullest extent permitted by law to purchase with Trust assets insurance for
liability and for all expenses reasonably incurred or paid or expected to
be
paid by a Trustee, officer or agent of the Trust in connection with any
proceeding in which he or she may become involved by virtue of his or her
capacity or former capacity as a Trustee, officer or agent of the Trust.
Insurance coverage generally referred to as for “errors and omissions” and for
“directors and officers” has been obtained, at no cost to the Trust, or to
Genworth Financial Contra Fund, its only series, by Genworth Financial, Inc.,
the ultimate parent of the Contra Fund’s adviser, Genworth Financial Asset
Management, Inc.
Additionally,
with respect to indemnification against liability incurred by Registrant's
distributor, reference is made to Paragraph 1.11 of the form of Distribution
Agreement dated December 6, 2005 between GE Private Asset Management Funds
and
Capital Brokerage Corporation. With respect to indemnification against liability
incurred by Registrant's investment adviser and Sub-adviser, reference is
made
to Section 5 of the Investment Advisory Agreement, dated January 30, 2006,
between GE Private Asset Management Funds and GE Private Asset Management,
Inc.,
and to Section 9 of the Investment SubAdvisory Agreement, dated January 30,
2006, between GE Private Asset Management, Inc., and Credit Suisse Asset
Management, LLC.
Item
26.
Business
and Other Connections of Investment Adviser
Genworth
Financial Asset Management, Inc. ("GFAM") is a registered investment adviser.
GFAM is an indirect wholly-owned subsidiary of Genworth Financial, Inc.
Information as to the officers and directors of GFAM is included in its Form
ADV
last filed with the Securities and Exchange Commission (SEC File No. 801-15864)
and is incorporated herein by reference.
Credit
Suisse Asset Management, LLC ("CSAM") serves as sub-adviser to the Genworth
Financial Contra Fund. Information as to the officers and directors of CSAM
is
included in its Form ADV last filed with the Securities and Exchange Commission
(SEC File No. 801-37170) and is incorporated herein by reference.
Item
27.
Principal
Underwriter
(a)
Capital
Brokerage Corporation (“CBC”) also serves as distributor for flexible premium
variable annuity contracts and variable life insurance policies issued through
Separate Accounts I, II, III, 4, 5 and 6 of Genworth Life and Annuity Insurance
Company.
(b)
The
information required by this Item 27 with respect to each director and officer
of GEID is incorporated herein by reference to Schedule A of Form BD filed
by
CBC pursuant to the Securities Exchange Act of 1934, as amended (SEC File No.
8-45710).
(c)
None.
Item
28.
Location
of Accounts and Records
All
accounts, books and other documents required to be maintained by Registrant
pursuant to Section 31(a) of the 1940 Act, and the rules thereunder, are
maintained at the offices of Registrant located
|
(1)
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Genworth
Financial Asset Management Funds.
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(formerly
G.E. Private Asset Management Funds)
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16501
Ventura Blvd., Suite 201
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Encino,
CA 94136
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(2)
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Genworth
Financial Asset Management, Inc.
|
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16501
Ventura Blvd., Suite 201
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Encino,
CA 94136
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(3)
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Credit
Suisse Asset Management LLC
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466
Lexington Avenue
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New
York, New York 10017
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(records
relating to its functions as sub-adviser)
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(4)
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Integrated
Investment Services, Inc.
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303
Broadway, Suite 1100
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Cincinnati,
Ohio 45202
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(records
relating to its functions as administrator, fund accountant and transfer
agent)
|
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(5)
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Capital
Brokerage Corporation
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3001
Summer Street
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P.O.
Box 120031
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Stamford,
CT 06912-0031
|
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(records
relating to its functions as distributor)
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(6)
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State
Street Bank and Trust Company
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225
Franklin Street
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Boston,
Massachusetts 02101
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(records
relating to its functions as custodian)
|
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(7)
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Citigroup
Global Markets Inc.
|
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388
Greenwich St
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New
York, NY 10013
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(records
relating to its functions as
custodian)
|
Item
29.
Management
Services
Not
applicable.
Item
30.
Undertakings.
Not
applicable.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant, GENWORTH FINANCIAL
ASSET MANAGEMENT FUNDS, certifies that it meets all of the requirements
for
effectiveness of this registration statement amendment under Rule 485(b)
under
the Securities Act of 1933, as amended, and has duly caused this Amendment
to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Encino, State of California
on the
4
th
day of
August, 2006.
GE
PRIVATE ASSET MANAGEMENT FUNDS
By:
/s/
Regina M. Fink
Regina
M.
Fink
Vice
President and Secretary
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities
and
on the date indicated:
|
Signature
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Title
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Date
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/s/
Gurinder S. Ahluwalia
|
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President
and Trustee
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August 4,
2006
|
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Gurinder
S. Ahluwalia
|
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/s/
Ron Link
|
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Treasurer
|
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|
Ron
Link
|
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and
Chief Financial Officer
|
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August 4,
2006
|
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/s/
John A. Fibiger
|
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Trustee
|
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August 4,
2006
|
|
John
A. Fibiger
|
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/s/
Dwight M. Jaffe
|
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Trustee
|
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August 4,
2006
|
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Dwight
M. Jaffe
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/s/
Douglas A. Paul
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Trustee
|
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August 4,
2006
|
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Douglas
A. Paul
|
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|
*Regina
M. Fink
Executed
by Regina M. Fink on behalf of those indicated pursuant to Powers
of
Attorney
INDEX
TO
EXHIBITS
|
Exhibit
No
.
|
Description
of Exhibit
|
|
|
|
|
(a)(9)
|
Amendment
to Certificate of Trust of GE Private Asset Management Funds, filed
in
Delaware on June 19, 2006
|
|
|
|
|
(g)(5)
|
Form
of Agreement with Citigroup Markets Inc.
|
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/ Arthur B. Calcagnini III
Print
Name:
Arthur B. Calcagnini III
Title:
Managing Director
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GE
Private Asset Management Funds
Signed
By:
/s/ Gurinder Ahluwalia
Print
Name:
Gurinder Ahluwalia
Title:
Principal Executive
Officer
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No. 0131
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Account
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