REQUEST FOR PROPOSAL - frrsma.com€¦ · Comerica Bank is committed to providing our clients with personalized and exceptional service. This proposal describes our products, services

July 9, 2010 Ms. Susan Bobe Franklin Regional Retirement System 278 Main Street, Suite 311 Greenfield, MA 01301 Re: Custodial Services Proposal for Franklin Regional Retirement System Dear Ms. Bobe: Thank you for inviting Comerica Bank to respond to your RFP for the Franklin Regional Retirement System. Attached please find our response which includes a fee schedule and Executive Summary. The Franklin plan is exactly the sort of mid-sized client that Comerica is dedicated to serving. This means that you would receive our state-of-the-art online technology and one of the best custody relationship managers in the business, Daniel Berd. Dan’s focus is on municipal plans like Franklin’s and he looks forward to demonstrating to you how attentive client service can make your job easier. Finally, our careful attention to costs allows us to provide this high level of service and technology at an extremely competitive price. Please note that, in most cases, Comerica provides administrative services for our clients’ entire plan, including commingled/mutual funds and alternative assets. While mutual funds are not actually “under custody”, we can provide transaction services and reporting on the funds which appear as “line items” in our statements. This structure gives clients the ability to look at their plan in its entirety from a single source. I have included the costs for “line items” in our fee schedule (but not the calculation) if you wish to include the funds now, or in the future. We are happy to accommodate any level of service you request. Kindly also note that Comerica is a world class paying agent – processing 297,000 payments a month for hundreds of defined benefit plans. If Franklin wishes to utilize these services in the future, the associated fees are included in our schedule. Finally, Comerica would be happy produce the annual PERAC report schedules that were provided by your office. The role of a good custodian is to help your staff be more efficient by seeking out ways that we can add value. I have included an additional fee for this service in our fee proposal. We believe that a good relationship starts with a smooth transition and that begins with the very first meeting. Dan and I look forward to visiting you at a time of your choosing. Please do not hesitate to call or email with any questions. We would be honored to become Franklin’s custodian. Best regards,

Robey Newsom Vice President

Comerica Response to Request for Proposal for

Custodial Services

Franklin Regional Retirement System

July 9, 2010

Prepared by: Robey Newsom, Vice President Comerica Bank 230 Park Avenue, Suite 634 New York, NY 10169 646-823-1906 Email: [email protected]

Table of Contents

I. Executive Overview

II. Comerica Response

III. Master Trust/Custody Annual Fee Schedule

Exhibit I: Sample Customer Statement Guide and Custody Online Login Information and Sample Transaction Screens

Exhibit II: Sample Agreements

Comerica Response to Franklin Regional Retirement System Request for Proposal

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I. EXECUTIVE OVERVIEW

How Comerica Solutions Can Benefit the Franklin Regional Retirement System Exceptional service, expertise and information from reliable partners are vital keys to success in today’s business environment. They allow organizations to cut costs, minimize risks and maximize earnings. The solutions we are proposing are tailored to help clients manage their resources as effectively and efficiently as possible. This proposal includes information regarding our services and the relationship we look forward to building with The Franklin Regional Retirement System. Stability Comerica has been in business for 160 years. As of March 31, 2010, Comerica Incorporated reported total assets of $57 billion. Fast facts on Comerica:

Located in seven of the 11 largest cities Among the 25 largest U.S. banking companies #11 among bank holding companies with the most commercial and industrial loans Among the top 10 Ex-Im Bank working capital lenders #45 among DiversityInc “Top 50 Companies for Diversity” in 2010 #2 pre-paid commercial card issuer (Nilson report)

Technology Technology funding is a core requirement for continuing in the Master Trust/Custody business. This technology has not only driven a shortened delivery time for client information but has taken a great deal of cost out of the business resulting in the reduction in prices for Master Trust/Custody services. Comerica Bank continues to make investments in technology to provide our clients with sophisticated Internet-based access to their information in real time, 24 hours a day, 7 days a week. This access allows clients to access a complete range of standard information as well as the ability to customize their data in a manner suited to their internal operations. Service Comerica Bank structures its client service around the specific needs of each client. The knowledgeable and proactive team we are proposing will leverage their extensive industry experience through a collaborative working relationship and personalized solutions. Product experts in areas such as benefit payments, charitable service, and banking are also available to further maximize the benefits of working with Comerica. In Summary Comerica Bank is committed to providing our clients with personalized and exceptional service. This proposal describes our products, services and commitment to custody services. We are confident that Comerica Bank is an ideal partner and will exceed your service requirements, now and in the future.


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II. COMERICA RESPONSE

History Comerica Bank (NYSE: CMA) is a publicly held, full-service financial service provider that was established in 1849 as the Detroit Savings Fund Institute. The corporation became known as Comerica in 1982 to reflect its expanded presence throughout the United States and abroad. From that time and throughout our 160 year history, we have provided unique and innovative financial products and services to individuals and organizations worldwide. Our focus and enduring client relationships have made Comerica Bank one of the 25 largest banking companies with over $57 billion in assets and 9,200 employees in over 400 offices worldwide. Evolution of the Custody Department

Comerica Bank first began offering trust services in 1900 through the Detroit Trust Company. We began offering Master Trust/Master Custody services in 1971. Since that time, Comerica has continuously invested in this business line as part of the Bank’s overall strategy to service institutions having multiple portfolios and/or multiple investment advisors. Client Service Philosophy – Attentiveness & Responsiveness

Comerica employs a dedicated Client Service Team approach to account administration, and the team proposed works exclusively for Public Funds. Each relationship manager is supported by a trust analyst who handles most day-to-day activities. The Client Service Team is also supported by an active management team, specialists in functional areas, such as benefit payments, securities lending, etc. as well as the full resources of Comerica’s Trust Operations Department.

The Client Service Team for every relationship has designated backups from a client

servicing perspective, both at the relationship manager and analyst level. Account profiles are maintained for every client relationship and are available to all administrative team members should the need arise. This ensures that our clients will always receive prompt and effective account servicing. For your relationship specifically, we propose Dan Berd as the relationship manager, with Felecia Relief as the assigned back-up relationship manager. Both Dan and Felecia work in the Municipalities Unit of Client Administration and are seasoned trust professionals who would share their combined years of experience for your benefit. As relationship manager, Dan would be the daily contact and responsible for your overall relationship and satisfaction with our trust services as well as all representation at meetings. The Client Service Team will also include Patricia Mimms, trust analyst, who would handle the daily activities within your accounts. Dan, Felecia and Patricia, as well as all support staff, are all located in our Detroit, Michigan office. They sit within a few feet of one another and report to the same business line executive. This streamlined and efficient reporting structure benefits our clients when decisions about additional resources are needed quickly for special situations, while the close proximity of the members of the


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Client Service Team benefits our clients through the efficient exchange of client-related information and its overall team building effect. Following are biographical sketches of the proposed Client Service Team: Daniel A. Berd, Vice President Mr. Berd serves as a relationship manager within the Municipalities Unit of Comerica's Institutional Trust Department. His 25 years experience at Comerica Bank includes valuable experience gained in the Trust Securities Services Group prior to joining the Municipalities unit. Mr. Berd graduated from the University of Michigan-Dearborn with a BSA in Finance and also received a MS in Corporate Finance from Walsh College. He joined Comerica in 1985. Felecia Relief, Assistant Vice PresidentMs. Relief is a relationship manager in the Institutional Trust Department and handles the day-to-day client contact. She has 23 years experience in the financial service and customer service industries, which includes 10 years as a Relationship Manager. Prior to joining Comerica Bank, she was the Benefits Coordinator/Team Leader at an office of Salomon Smith Barney, Inc. Ms. Relief is a graduate of Grambling State University, where she earned a Bachelor of Science degree in Management. Patricia Mimms, Trust Analyst Ms. Mimms is a Trust Analyst in the Municipalities Unit of the Institutional Trust Department. She has 25 years of banking experience with Comerica, having worked in various capacities of increasing responsibility. Ms. Mimms has an Associates degree in Liberal Arts.

Municipality Clients Comerica currently services 561 ERISA-type defined pension plans and a substantial number of them are public fund custody clients; following is a representative list. To ensure the privacy of our clients, we have provided contact information only for the three references at the bottom. Others can be furnished upon request. BATTLE CREEK P F BERRIEN COUNTY ERS BIRMINGHAM RETIREE HEALTH CARE CITY OF BIRMINGHAM CHARTER TWP CLINTON P F CHOWAN COUNTY CITY OF ALPENA CITY OF AUBURN HILLS CITY OF AUBURN HILLS RET HLTH CITY OF CLAYTON CITY OF DEARBORN CITY OF FERNDALE ERS and P F CITY OF HARPER WOODS CITY OF HIGHLAND PARK CITY OF HOMESTEAD CITY OF INKSTER P F CITY OF JACKSON P F CITY OF LIVONIA P F and VEBA

CITY OF MONROE CITY OF MT. CLEMENS CITY OF OAK PARK CITY OF PLANO CITY OF PONTIAC P F VEBA CITY OF ROSEVILLE PENSION CITY OF SOUTHFIELD ERS CITY OF STERLING HEIGHTS ERS and P F CITY OF TAYLOR GENERAL CITY OF WARREN GENERAL CITY OF WESTLAND P F CITY OF FORT MYERS CLARKSTON COMMUNITY SCHOOLS CLAWSON FIRE DEPARTMENT CLINTON TWP PUB EMPLY HLTH FND CTY MELVINDALE P F DEARBORN GENERAL DEARBORN HEIGHTS GENERAL


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DEARBORN HEIGHTS P F DEARBORN P F REV DEARBORN POLICE FIRE DEARBORN POST EMPLOYMENT HEALTH DET. POLICE BENE.& PROT.ASSOC. DETROIT METRO CREDIT UNION FARMINGTON RETIREMENT PLAN GENESEE COUNTY RETIREMENT SYSTEM GREATER ORLANDO AVIATION AUTH GROSSE POINTE 401(H) WILSON GROSSE POINTE PENSION WILSON GROSSE POINTE WOODS INDEPENDENCE TOWNSHIP ITW BUILDING COMPONENTS GROUP INC JACKSON COUNTY EMP KENT DISTRICT LIBRARY LAKE WORTH POL RLF PEN FD DIV II MACOMB COUNTY ERS MACOMB COUNTY RET MED MIDLAND COUNTY ERS MONROE COUNTY ERS OAKLAND COUNTY ROAD COMM OHIO STATE HIGHWAY PATROL POMPANO BEACH ERS and PF

READING FIREMEN READING OFFICERS and EMPLOYEES RIVER ROUGE P F and ERS SAULT STE MARIE POLICE/FIRE PENS SHELBY TOWNSHIP FIRE AND POLICE SPRING HILL COMMUNITY AMBULANCE ST CLAIR SHORES GENERAL ST CLAIR SHORES P F STATE OF MICHIGAN LRS STERLING HEIGHTS ERS and P F VILLAGE BEVERLY HILLS VILLAGE OF GROSS POINT SHORES VILLAGE OF PALM SPRINGS GENERAL VILLAGE PALM SPRINGS HAZARDOUS VIRGINIA POOLED OPEB TRUST FD VOLUNTEER FIREFIGHTERS NY STATE W BLOOMFIELD TWNSHP RET HLTH CA WARREN GENERAL HEALTH TRUST WARREN P F WARREN P F HEALTH WATERFORD TWP EMP RETIRE WATERFORD TWP P F RETIRE WEST BLOOMFIELD TWP WYOMING ERS

We are pleased to provide the following references:

City of Warren Employees Retirement System

City of Harper Woods Employee Retirement

Lake Worth Police Relief & Pension Fund - Division II

Carmella O'Neill, Administrator Mickey Todd, City Clerk-Board Secretary

Judith E. Fleming, Secretary / Board Trustee

One City Square Suite 415 19617 Harper Avenue 120 North G Street

Warren, MI 48093 Harper Woods, MI 48225 Lake Worth, Florida 33460

586-751-6833 313-343-2510 561-586-1611, ext 101

[email protected] [email protected] [email protected]

Safekeeping of Assets Through domestic and global depository relationships, Comerica can assure our clients that all security transactions and cash movements are executed with the highest degree of accuracy for both domestic and global securities. Comerica has the technology to support all asset classes, now and in the future as a client’s portfolio grows.

Reporting Our dedicated compliance attorneys staffed within the Institutional Trust department monitor regulatory changes and ensure that we are servicing our account relationships and providing reporting in compliance with regulations and accounting standards.

mailto:[email protected]

mailto:[email protected]


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Through the Comerica Trust Accounting System (ComTRAC II), we provide daily, fully accrued, trade-dated investment accounting reports for individual portfolios as well as consolidated account groups In addition to the near real-time information available via Comerica’s Custody Online, a Master Custody client receives a combined transaction and asset statement for each account each month. The report provides a comprehensive record of their investments and transactions during the statement period. The reports generally include the following sections:

Change in Net Assets Schedule of Asset Acquisitions Summary of Assets Schedule of Other Receipts Schedule of Assets Held Schedule of Asset Dispositions Summary of Cash Transactions Schedule of Other Disbursements Schedule of Income Earned Schedule of Capital Changes Schedule of Cash Receipts Schedule of Pending Trades Schedule of Cash Disbursements Broker Commission Reports

Statements are in the mail to our clients three to five business days after the close of the period. Statements are available online one to two days after month-end through Custody Online. We have provided a sample statement guide for your review in Exhibit I. The majority of the reports that our clients need are available through our Internet product Custody Online. Screen views and reports can be personalized and the client can select a number of reports to download on demand, including the following:

Investment Summary Investment Detail Tax Lot Detail Asset Detail Posted Transactions Posted Transaction Detail Cash Projection Summary Cash Projection Detail Pending Transactions

Custody Online Login Information and Sample Transaction Screens have been included in Exhibit I. We also offer Custom Reports which allows clients to download account information and create specific ad-hoc customized reports. Both online products are available at your convenience, free of charge.


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The transaction data can be sorted chronologically, by transaction type, by security number or by security name. Transaction data is also available in a number of date ranges; daily, monthly, quarterly, annual or specified dates. Asset data can be sorted by security name, security number, investment category, industry sector, market value, gain/loss, yield, plus more. Custody Online provides two different ways to export data. You can either use a screen 'Download’ feature that allows you to customize your reports, or a ‘File download’ tab for a standard report download option. Reports can be exported for one account or multiple accounts. Files can be downloaded into Excel, Lotus 123, Comma Delimited, Semi-colon Delimited, Tab Delimited or Fixed Length file types. Controls and Reconciliation We have extensive procedures and controls in place to ensure that:

Purchases and sales are properly documented and recorded completely Investment income is collected in a timely manner and recorded to the appropriate

accounts Market values are properly calculated using reputable and accurate pricing sources Security positions with our depositories are reconciled on an on-going basis

These controls, among others, along with internal review and reconcilement procedures ensure the accuracy of our periodic reports. Additionally, numerous systematic audit controls in our trust accounting system ensure that all monthly statements are in balance before they are generated. Comerica works proactively with investment management firms across the country and around the world to reconcile holdings and ensure proper handling of master trust and custody accounts. Since Comerica’s records would be the “books of record” for the client, the reconciliation process would see the investment managers reconciling their books to Comerica’s. Comerica Trust Operations personnel as well as the client service team would actively assist your investment managers with any issues uncovered in the reconciliation process. We provide our clients’ investment managers with near real-time access to online information, which provides the opportunity for reconcilement on a daily, weekly, and monthly basis. In addition, we send automated file feeds to many data aggregators who reconcile our records to the managers. Any discrepancies noted are researched and resolved as soon as they are discovered. The assigned trust analyst would work with the investment manager to resolve the issue. The majority of trade instructions from investment managers are communicated automatically via the DTC ID System, also known as TradeSuite. Exception trades, such as “same day” trades are communicated via fax. Also, Comerica Bank has SWIFT trade message capabilities.


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Internally, there is reporting in place to help the Trade Processing Unit prevent the following situations: • processing of duplicate trades • the accidental changing / canceling of trades • daily reconcilement of our holdings with depositories All uninvested cash, regardless of processing time, is swept and earns interest on the same day with Comerica’s end-of-day sweep cash management vehicles. Tax Reporting Comerica also provides annual statements which have 5500 schedules to assist our clients’ tax preparers in completing the 5500 returns. Comerica provides consolidated year-end trust reports that are in the same format as our periodic reports with the exception of the following additional schedules:

5500 Schedule H Part I – Asset and Liability Statement 5500 Schedule H Part II – Income and Expense Schedule Report of 5% Transactions Broker Commission Report

Total Quality Management Comerica is committed to the highest quality financial services. As a result, we combine on-going key performance measurement reviews and formal and informal client feedback to monitor team performance and client satisfaction. Key Performance Measures Every unit at Comerica develops a series of quality key performance measures (KPMs) based on the service expectations defined by their clients. KPM’s are monitored continuously and reported monthly. The primary KPM categories are: • Timeliness - The time it takes to turn around a product or service to the customer • Accuracy - Doing it right the first time with zero defects, providing service and products

without mistakes and eliminating rework • Responsiveness - The readiness to service customers; the willingness to serve customers

promptly and efficiently Client Feedback In addition to our key performance measures, we actively solicit feedback from our clients regarding our performance. Our Client Service Team also monitors customer satisfaction on a continual basis through direct, frequent communication with each client.

Conversion Comerica assigns the coordination of the implementation and conversion process to the Client Service Team assigned to the relationship. While each team member has specific responsibilities, the proposed Relationship Manager, Dan Berd, would serve as project leader and daily contact during the conversion.


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The Client Service Team’s direct involvement in the conversion process allows the members to gain immediate familiarity with the relationship structure and client preferences and provides continuity of service after the conversion is complete. Dan would be responsible for your success from day one and for many years to come. Conversion Controls Great care is exercised in the conversion of new relationships to Comerica Bank. Our dedicated Client Service Team coordinates the transfer of assets from the prior custodian and builds controls into the conversion timeline to ensure that all tasks are completed as instructed by the client service team and client. • Monthly statements are immediately requested of the prior custodian so the Client

Service Team can become familiar with the operation of the relationship. These statements are required until all accounts are cleared from the prior custodian.

• A list of account assets are also requested of the prior custodian one month before

conversion, 2 days before conversion, on the day of conversion, and subsequent to the conversion. This ensures that all assets and residual cash transactions are properly transitioned and recorded on our systems.

• Procedures are also immediately set with the prior custodian regarding all daily activities

of the relationship until all assets have been transitioned to Comerica. The Client Service Team continually coordinates activities with the prior custodian.

The conversion process immediately begins with a meeting between the Comerica Client Service Team and the client’s staff to discuss all conversion issues and develop a project plan. Following the meeting, a detailed conversion schedule is prepared, which outlines the responsibilities for each step in the conversion including target dates for accomplishment. Historical data can be loaded once we receive complete pool and donor account information including all donor balances from the client. We also will require the prior custodian statements for the same time period, and any subsequent statements until the prior custodian statements are at a zero balance.

Transitions typically take between 30 to 60 days. However, Comerica will accommodate any client timeframe. Following is a sample conversion timeline:

COMERICA BANK Sample Transition Activities

(assuming a 30 day conversion on August 1, 2010)

CLIENT RESPONSIBILITIES To Be Completed By: Action

1 month prior to transition Provide Comerica with a copy of the existing custody agreement.

1 month prior Provide Comerica with names and phone numbers of contacts at former custodian and investment managers.


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1 month prior Instruct former custodian to transfer assets to Comerica Bank on August 1, 2010. Provide a copy of the notification letter to your relationship manager at Comerica Bank.

1 month prior Inform investment managers of Comerica Bank’s appointment as successor custodian. Provide copies of the notification letters to your relationship manager at Comerica.

1 month prior Inform Comerica of decisions on what reporting services are required.

2 weeks prior Provide executed agency/custody agreement(s) and other required documentation necessary to establish the relationship(s) with Comerica Bank.

Post conversion Provide Comerica with a letter approving the final accountings from the former custodian.

COMERICA BANK RESPONSIBILITIES

To Be Completed By: Action

1 month prior Review custody documents and forward Comerica Bank Agreement(s) to client and/or their attorney for review.

1 month prior Send security and cash delivery instructions to former custodian.

1month prior Send investment managers procedural letter covering our requirements for entering security orders and for cash management.

1month prior Contact former custodian to review transition activities and to obtain a preliminary list of assets.

1 month prior Review asset listings from former custodian to identify items requiring special re-registration procedures.

2 weeks prior Coordinate with investment managers to prepare for any trades, which would settle on or after August 1, 2010 at Comerica Bank (assuming cash and securities are being transferred from former custodian).

2 weeks prior Execute agency/custody agreement(s). Forward an executed copy to the client for their file(s).

1 week prior Review final asset listing from former custodian. Monitor receipt of all daily transactions from former custodian between the time they prepared the final asset lists until all accounts are zeroed out.

Transition day Receive cash transfers and inform investment managers of availability.

Transition day

Receive securities delivered physically with appropriate powers and tax waivers from former custodian and immediately begin preparing them to be sent out to the transfer agents for re-registration. Comerica will keep investment managers informed of status.

Post conversion Review former custodian’s statements to confirm Comerica received all assets.

Post conversion Commence regular reporting procedures with August 31, 2010 cash transaction and asset statement.

FORMER CUSTODIAN RESPONSIBILITY To Be Completed By: Action

1 month prior Review transition activities and provide Comerica Bank with a preliminary list of assets by tax lot held for each portfolio showing original trade date, number of shares or par value of each lot, location


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FORMER CUSTODIAN RESPONSIBILITY code, CUSIP, book value and market value if available.

2 weeks prior Arrange for Comerica Bank to receive monthly statements commencing July 31, 2010 and until accounts are zeroed out.

1 week prior Provide final lists of assets with same information as outlined above, 48 hours before the actual transfer. Fax asset lists to Comerica Bank in the morning.

When accounts are zeroed out

Update Comerica Bank on all daily transactions between the times the final asset lists are prepared until all accounts are zeroed out.

Transition day All trades with settlements on or after August 1, 2010 should settle at Comerica Bank, assuming cash and securities are transferred on August 1, 2010.

Transition day Transmit cash balances to Comerica Bank via Federal Funds wire. Comerica Bank should be telephoned in advance of wire by 10:00 a.m. EST.

Transition day Deliver all securities to Comerica Bank as per instructions via DTCC, Fed Book Entry, and/or physical with proper paperwork attached.

Transition day (Fax in morning) Provide Comerica Bank with a list of securities as of July 31, 2010.

When accounts are zeroed out

Transfer any cash credited on or after August 1, 2010 to Comerica Bank on a daily basis with a description and breakdown by account.

Three weeks post conversion

File a certified final asset statement for each portfolio and the total trust with the client and Comerica Bank.

Performance Measurement For over thirty years, Comerica has offered performance measurement and consulting as a key component of our Institutional Trust custody services. Easy and cost-effective, Comerica’s dedicated Performance Measurement Team assists clients in monitoring and evaluating performance of their investment managers. Our performance measurement services range from the calculation and attribution of portfolio returns and customized benchmarking to manager universe comparisons. We also offer services designed to support asset allocation and manager selection decisions.

The following is a summary of the key services provided:

Portfolio performance results on a monthly, quarterly and/or annual basis. Portfolio performance for both the total portfolios and their component asset segments

(i.e. equities, fixed income). Calculation of time-weighted total and income rates of return Ability to aggregate performance of individual manager's portfolios to provide returns for a total pool of assets or any definable subset.

Comparisons to virtually any market index or customized benchmark which provides an appropriate measure of manager's performance.

Monitoring of compliance of investment policy guidelines or adherence to a specified style.

Peer group comparisons are used to measure an investment manager’s ability to outperform managers that invest using similar strategies.


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Performance calculations use a time-weighted, Modified Dietz Method to calculate returns on traditional and marketable securities portfolios. This method weights each cash flow by the amount of time it is held in the portfolio. For private funds, the reporting system calculates an internal rate of return using client-specific cash flows to and from a given partnership. We gather market value, contribution, distribution, income, fee, and accrued income data from the custodial statements for input to our proprietary performance reporting system. Depending on the fund and client preference, information may be provided by the fund directly, the client or by Comerica as custodian. It is preferred that the information come directly from an independent third party. Performance reports are produced and delivered on a quarterly basis. Most reports will be generated and delivered by the fourth week following the end of the quarter. We can also generate monthly non-reconciled “Flash Reports” as early as the fifth business day after month end, although these reports also rely on data provided by custodians. Monthly “Flash Reports” would include a summary of investment performance and a schedule of asset allocation. Monthly flash reports also include a monthly performance column in addition to the standard performance columns. To ensure the accuracy of our performance, we reconcile our performance to that of the portfolio manager’s performance. The performance of the portfolio manager is collected on a quarterly basis through the use of a “Quarterly Compliance Questionnaire” (QCQ). On this form we ask for performance, market value, cash flows and any other pertinent data needed to thoroughly reconcile performance. The reconciliation process is completed once there is a 10 basis point or less difference between the manager’s performance and ours for the quarter and a 20 basis point difference or less for the trailing twelve months. After reconciliation, a draft of the performance report is generated to be reviewed for accuracy before distribution.

The entire process of performance calculation, reconciliation, report production and report review is documented and utilizes checklists for quality assurance. At each step of the process, persons responsible for their particular area must sign off before moving the report to the next step. The report is sent for distribution to the client after the consultant has reviewed the final draft. Summary

Comerica Bank’s Institutional Trust Division is focused on plans like yours. Our commitment to attentive client service and state-of-the-art technology would make us a great fit for the Franklin Regional Retirement System.

COMERICA BANK’S MASTER TRUST/CUSTODY ANNUAL FEE SCHEDULE

FRANKLIN REGIONAL RETIREMENT SYSTEM Market Value Custody Fee (for separately held securities only) 5 bps on first $50MM

2.5 bps thereafter Standard Fees Trustee Fee (if serving in that capacity): $1,000 Account Fee: $ 500 per portfolio Commingled/Mutual Funds/LP’s* $1,000 “line item” fee each

Activity Fees Buy/Sell/Maturity Included Internet Access and Training Included Wire Transfer Out $17 Performance Measurement and Special Reporting Monthly Reporting (per calculation) $ 600 Annual PERAC Reports $2,000 Pension Payments Periodic Payments (Checks & EFT) $2.00 per payment (plus postage) Lump Sum Payments $20 per payment (plus postage) New Retiree Setup Included Tax Withholding/Payments and Reporting Included 1099R, W2 produced and distributed Included Call Center Services Included Messaging on checks/EFT confirmations Included Benefit Payment Online web access Included CALCULATION PREPARED FOR FRANKLIN Market Value Fee ($11.2MM separate assets) $ 5,600 Account Fee (2 separately managed) $ 1,000 PERAC Reports (Schedules 4A, B & C) $ 2,000 Total Estimated Annual Fee** $ 10,000 *No market value fee applies to these assets **Subject to annual minimum fee of $10,000

Exhibit I

ComTRACCustomer Statement Guide

ABC ORGANIZATION Client Statement Page Statement Period

Account Number01/01/2006 through 01/31/2006

1234567890

MAIL CODE 9999TRUST ADMINISTRATIONCOMERICA BANK

ACCOUNT STATEMENTFOR THE PERIOD

JANUARY 1, 2006 THROUGH JANUARY 31, 2006

ABC ORGANIZATION

ACCOUNT NUMBER 1234567890

ABC ORGANIZATION123 ANYWHERE STREET

CITY, STATE 12345

RELATIONSHIP MANAGER:PHONE NUMBER:

FeaturesYour ComTRAC Statement of Account provides a comprehensive record of your investments and transactions during the reporting period. In this guide, we have provided sample pages to familiarize you with the key features of your statement.

The statement COVER PAGE provides the following account information:

• Statement time period• Account name• 10-digit account number• Statement mailing address• Relationship manager name and

telephone number

The account name, account number and statement period appear on each schedule in the statement.

Page 1



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Table Of Contents

CHANGES IN NET ASSETS

SUMMARY OF ASSETS

SCHEDULE OF ASSETS HELD

SUMMARY OF CASH TRANSACTIONS

SCHEDULE OF INCOME EARNED

SCHEDULE OF CASH RECEIPTS

SCHEDULE OF CASH DISBURSEMENTS

SCHEDULE OF ASSET ACQUISITIONS

SCHEDULE OF OTHER RECEIPTS

SCHEDULE OF ASSET DISPOSITIONS

SCHEDULE OF OTHER DISBURSEMENTS

SCHEDULE OF CAPITAL CHANGES

SCHEDULE OF PENDING TRADES

BROKER COMMISSION REPORT

4

5

7

30

31

41

42

43

47

48

53

54

55

56

FeaturesThe schedules included in the current statement are listed on the TABLE OF CONTENTS page. Only schedules with activity during the reporting period will be included in your statement package.

The complete statement package is numbered sequentially to assist you with locating a specific schedule.

Page 2



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FeaturesThis schedule summarizes the various activities during the reporting period which impact the cost value or market value of the account.

A. Cost ValueValue of the account (excluding unrealized gains or losses)

B. Market ValueValue of the assets as of statement date (including all unrealized gains and losses)

NOTE: This sample statement is presented based on trade date accounting (settlement date is available).

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A B

Changes In Net Assets

COST VALUE MARKET VALUEBEGINNING BALANCE AS OF 01/01/2006 129,848,127.43 146,126,876.43

EARNINGSCASH INCOME 294,185.37 294,185.37LESS PRIOR ACCRUED INCOME 0.00 0.00PLUS CURRENT ACCRUED INCOME 834,193.94 834,193.94REALIZED GAIN/LOSS ON SALE OF ASSETS 393,908.48 -74,246.14REALIZED GAIN/LOSS ON IN-KIND DISTRIBUTIONS REDUCTIONS -65,648.22 2,207.52NET UNREALIZED GAIN OR LOSS 0.00 689,889.19

TOTAL EARNINGS 1,456,639.57 1,746,229.88

CONTRIBUTIONS & OTHER INCREASESASSETS RECEIVED 87,993.00 571,810.65EMPLOYER CONTRIBUTION 26,000.00 26,000.00MISCELLANEOUS RECEIPTS 51,000.00 51,000.00

TOTAL CONTRIBUTIONS & OTHER INCREASES 164,993.00 648,810.65

DISTRIBUTIONS & OTHER DECREASESASSETS DISTRIBUTED -1,254,717.04 -1,254,717.04TAXES PAID -1,311.00 -1,311.00

TOTAL DISTRIBUTIONS & OTHER DECREASES -1,256,028.04 -1,256,028.04

ENDING BALANCE AS OF 01/31/2006 130,213,731.96 147,265,888.92

Page 3



1234567890Summary Of Assets

AS OF 01/01/2006 AS OF 01/31/2006COST VALUE MARKET VALUE COST VALUE MARKET VALUE

CASH 2,349.12 2,349.12 850.00 850.00DUE FROM BROKERS 663,503.89 663,503.89 1,099,580.92 1,099,580.92ACCRUED INCOME 0.00 0.00 834,193.94 834,193.94

TOTAL CASH & RECEIVABLES 665,853.01 665,853.01 1,934,624.86 1,934,624.86DEBT SECURITIES

US GOVERNMENT OBLIGATIONS 3,043,804.60 3,093,077.75 3,043,814.60 3,165,235.21US SAVINGS BONDS 0.00 0.00 150.00 1,450.80US FEDERAL AGENCIES 4,719,920.11 4,484,012.75 4,719,920.11 4,510,448.50INFLATION INDEX BONDS 2,662,955.19 2,707,300.50 2,662,955.19 2,707,300.50MORTGAGE BACKED SECURITIES 22,679,977.86 22,047,836.06 21,884,495.18 21,371,136.54COLLATERALIZED MTG OBLIGATIONS 1,998,615.73 1,960,657.83 1,998,615.73 2,000,154.32ASSET BACKED SECURITIES 7,503,826.55 7,647,151.18 7,503,826.55 7,671,311.19CORPORATE BONDS 29,212,199.88 29,925,139.73 28,735,792.30 29,663,668.25FOREIGN BONDS AND NOTES 78,757.50 76,704.75 78,757.50 76,875.75TOTAL DEBT SECURITIES 71,900,057.42 71,941,880.55 70,628,327.16 71,167,581.06

EQUITY SECURITIESCOMMON STOCK 48,806,104.15 64,212,771.98 48,480,830.01 63,893,776.03CLOSELY HELD - EQUITY 2.06 6.06 2.06 6.06FOREIGN STOCK 801,722.20 885,790.00 801,722.20 863,150.00ADR 1,706,316.10 1,936,512.21 1,706,316.10 2,044,193.21CLOSED END MF - EQUITY 5,737,359.60 5,827,680.00 5,737,359.60 6,051,240.00REAL ESTATE INVESTMENT TRUSTS 419,574.27 845,244.00 419,574.27 806,342.00TOTAL EQUITY SECURITIES 57,471,078.38 73,708,004.25 57,145,804.24 73,658,707.30

SHORT TERM INVESTMENTSSHORT TERM INVESTMENTS 199,937.79 199,937.79 1,010,144.65 1,010,144.65TOTAL SHORT TERM INVESTMENTS 199,937.79 199,937.79 1,010,144.65 1,010,144.65 TOTAL HOLDINGS 129,571,073.59 145,849,822.59 128,784,276.05 145,836,433.01

TOTAL ASSETS 130,236,926.60 146,515,675.60 130,718,900.91 147,771,057.87

DUE TO BROKERS 388,799.17 388,799.17 505,168.95 505,168.95TOTAL LIABILITIES 388,799.17 388,799.17 505,168.95 505,168.95

TOTAL NET ASSET VALUE 129,848,127.43 146,126,876.43 130,213,731.96 147,265,888.92

ASSETS

LIABILITIES

FeaturesThis schedule summarizes the cost and market values of the assets and liabilities in your account for the beginning and the end of the statement period.

A. Cost ValueValue of the account (excluding unrealized gains or losses)


5

A B

Page 4



1234567890 Beginning Market Allocation

0.5% CASH & RECEIVABLES 665,853.01 49.2% DEBT SECURITIES 71,941,880.55 50.4% EQUITY SECURITIES 73,708,004.25 -0.3% LIABILITIES -388,799.170.1% SHORT TERM INVESTMENTS 199,937.79

100.0% Total 146,126,876.43

Ending Market Allocation

1.3% CASH & RECEIVABLES 1,934,624.86 48.3% DEBT SECURITIES 71,167,581.06 50.0% EQUITY SECURITIES 73,658,707.30 -0.3% LIABILITIES -505,168.950.7% SHORT TERM INVESTMENTS 1,010,144.65

100.0% Total 147,265,888.92

FeaturesThis second part of the Summary of Assets provides a graphical display of the assets by major asset category in your account for the beginning and the end of the period.

A. % of the MarketPercentage that each investment category represents to the total market value

B. DescriptionMajor asset category

C. Market ValueValue of the assets (including all unrealized gains and losses)

6

A B C

Page 5



1234567890Schedule of Assets HeldInvestment Allocation

48.3% DEBT SECURITIES 71,167,581.06 50.0% EQUITY SECURITIES 73,658,707.30 1.7% SHORT TERM INVESTMENTS 2,439,600.56

100.0% Total 147,265,888.92

Investment Summary

% of Estim IncomeMarket Value Acct Ann Inc Yield

DEBT SECURITIES 71,167,581.06 48.33% 3,763,412 5.29EQUITY SECURITIES 73,658,707.30 50.02% 1,407,547 1.91SHORT TERM INVESTMENTS 2,439,600.56 1.66% 21,718 0.89

TOTAL ASSETS 147,265,888.92 100.00% 5,192,677 3.53

Cost

57,145,804.2470,628,327.16

130,213,731.96

2,439,600.56

FeaturesThe Investment Allocation section provides a graphical display of the assets by investment category at the end of the period. Short Term Investments include Liabilities as well as Cash & Receivables.

The Investment Summary section summarizes the assets in your account at the end of the period. Details for each asset category can be found in the next Investment Review section.

A. CostValue of the account (excluding unrealized gains or losses)


C. % of AcctPercentage that each investment category represents to the total market value

D. Estim Ann IncEstimated Annual Income is based on current accrual information

E. Income YieldEstimated Annual Income (D) divided by Market Value (B)

7

A B C D E

Page 6



1234567890Schedule of Assets Held

ASSET UNIT MARKET UNREALIZED YIELD ATUNITS DESCRIPTION COST PRICE VALUE GAIN/LOSS MARKET

DEBT SECURITIESUS GOVERNMENT OBLIGATIONS

UNITED STATES TREAS NTS 1.875% 737,646.93 99.598 737,025.20 (621.73) 1.88311/30/2006

740,000 912828BS8

UNITED STATES TREAS BNDS 5.275% 792,773.70 117.242 838,280.30 45,506.60 4.58502/15/2031

715,000 912810FP8

TOTAL DEBT SECURITIES 70,628,327.16 71,167,581.06 539,253.90

EQUITY SECURITIESCOMMON STOCK

700 AFLAC INC 30,641.66 43.22 30,254.00 -387.66 2.8971055102

2,600 BOEING CO 140,328.32 67.02 174,252.00 33,923.68 1.49297023105

DUE FROM BROKERS 1,099,580.92 1,099,580.92 0.00 0.00DUE TO BROKERS -505,168.95 -505,168.95 0.00 0.00ACCRUED INCOME 834,193.94 834,193.94 0.00 0.00TOTAL CASH 1,429,455.91 1,429,455.91 0.00 0.00TOTAL SHORT TERM INVESTMENTS 2,439,600.56 2,439,600.56 0.00 0.00

TOTAL ASSETS 130,213,731.96 147,265,888.92 17,052,156.96

FeaturesThis section details each asset by category held in the account. Fixed income assets are listed chronologically, by maturity. Equities are listed in CUSIP number order.

A. UnitsNumber of shares or units held at the end of the period

B. Asset DescriptionDetailed information on each asset including date of maturity for fixed assets, and applicable CUSIP numbers

C. CostValue of assets when acquired

D. Unit PriceMarket price at the end of the period or most recent valuation

E. Market ValueValue of assets as of the statement date based on Unit Price (D) multiplied by the number of units held (A)

F. Unrealized Gain/LossMarket Value (E) minus Cost (C)

G. Yield at MarketNumber of Units (A) X Annual Income Rate (provided in B for Fixed Assets) )Market Value (E)

For Equities, the Annual Income Rate is provided by our pricing vendor based on the last dividend paid.

8

A B C D E F G

Page 7



1234567890

FeaturesThis schedule displays the beginning and ending cash balances, and summarizes the cash flows that occurred in the account during the reporting period.

A. ReceiptsThe detail of all cash inflows can be found in the following:

• SCHEDULE OF INCOME EARNED• SCHEDULE OF CASH RECEIPTS• SCHEDULE OF OTHER RECEIPTS• SCHEDULE OF ASSET DISPOSITION

B. DisbursementsThe detail of all cash outflows can be found in the following:

• SCHEDULE OF CASHDISBURSEMENTS

• SCHEDULE OF OTHERDISBURSEMENTS

• SCHEDULE OF ASSET ACQUISITION

30

A

B

Summary Of Cash Transactions

RECEIPTSCASH BALANCE AS OF 01/01/2006 2,349.12 INCOME RECEIVED DIVIDENDS 89,005.44 INTEREST 205,179.93 TOTAL INCOME RECEIPTS 294,185.37

CASH RECEIPTS EMPLOYER CONTRIBUTIONS 26,000.00 MISCELLANEOUS RECEIPTS 51,000.00 TOTAL CASH RECEIPTS 77,000.00

OTHER RECEIPTS 48,475.00

PROCEEDS FROM THE DISPOSITION OF ASSETS 1,105,956.71

TOTAL RECEIPTS 1,525,617.08

CASH DISBURSEMENTS TAXES PAID 1,311.00 TOTAL CASH DISBURSEMENTS 1,311.00

COST OF ACQUISITION OF ASSETS 1,525,805.20

TOTAL DISBURSEMENTS 1,527,116.20

CASH BALANCE AS OF 01/31/2006 850.00

BREAKDOWN OF CASH BALANCESCASH 850.00 DUE FROM BROKER 1,099,580.92DUE TO BROKER 505,168.95 TOTAL CASH 595,261.97

DISBURSEMENTS

Page 8



1234567890Schedule Of Income EarnedIncome Allocation

0.6% ADR 7,198.192.7% ASSET BACKED SECURITIES 30,443.940.9% COLLATERALIZED MTG OBLIGATION 9,645.17

18.1% COMMON STOCK 203,823.2154.1% CORPORATE BONDS 610,335.868.5% MORTGAGE BACKED SECURITIES 95,591.330.7% REAL ESTATE INVESTMENT TRUSTS 7,420.005.5% US FEDERAL AGENCIES 62,089.849.0% US GOVERNMENT OBLIGATIONS 101,831.77

100.0% Total 1,128,379.31Income Schedule

ENDINGCASH ACCRUAL/ INCOME MARKET/COST

DATE DESCRIPTION RECEIVED RECEIVABLE EARNED BASISDIVIDENDS COMMON STOCK

CUSIP #887317105TIME WARNER

55,0300.00 SHS PAYABLE 0.00 0.00 315.00 315.00EX 01/26/2006 0.00

SECURITY TOTAL 0.00 0.00 315.00 315.000.00 0.00

Page 38

TOTAL COMMON STOCK 0.00 81,585.44 122,237.77 203,823.210.00 0.00

ADR CUSIP #055622104BP PLC SPON ADR

13,442.00 SHRS PAYABLE 0.00 7,198.19 7,198.19 EX 01/10/2006 0.00

SECURITY TOTAL 0.00 0.00 7,198.19 7,198.190.000.00

02/06/2006

02/15/2006

RECEIVABLE

BEGINNING ACCRUAL/

FeaturesThe Income Allocation section provides a graphical display of the income earned by investment type over the reporting period.

The Income Schedule provides details of net income earned during the reporting period. Transactions are categorized by income category and are in CUSIP order within the income category.

A. DateDate field will indicate when the income was received. If the payment is pending, the date will not appear.

B. DescriptionInformation on the asset including number of shares or units, payable date for accruals and ex date for common stock

C. Beginning Accrual/ReceivablePrior period accruals

D. Cash ReceivedActual received amount of income for that asset

E. Ending Accrual/ReceivableInterest or dividend payment accumulated at the end of the period

F. Income EarnedCash Received (D) plus Ending Accrual (E) minus Beginning Accrual (C)

G. Market/Cost BasisThe amortization/accretion amounts per asset, when applicable

31

A B C D E F G

Page 9



1234567890

FeaturesThis schedule provides details on cash receipts that are coded as one of the following types of receipts:

• Employer Contribution• Employee Contribution• Rollover Contribution• In-Kind Contribution• Redeposits• Transfers• Transfers In-Kind• Loan Repayments• Miscellaneous Receipt• Other Income

Category totals are also listed on the SUMMARY OF CASH TRANSACTIONS.

A. DateReceipts are listed in chronological order within the category

B. DescriptionType and explanation of cash inflow

C. CashAmount of the receipt

41

A B C

Schedule Of Cash Receipts

DATE DESCRIPTION CASH

EMPLOYER CONTRIBUTIONS

01/10/2006 REC'D FROM COMPANY ABC 26,000.00 EMPLOYER CONTRIBUTIONS

TOTAL EMPLOYER CONTRIBUTIONS 26,000.00

MISCELLANEOUS RECEIPTS

01/13/2006 REC'D FROM CHASE BANK 51,000.00 TO COVER CUSTODY FEES

TOTAL MISCELLANEOUS RECEIPTS 51,000.00

TOTAL CASH RECEIPTS 77,000.00

Page 10



1234567890

A

FeaturesThis summary provides details on cash disbursements that are coded as one of the following types of disbursements:

• Benefit Payments & Distributions• New Loans Issued• Fees and Expenses• Taxes Paid• Transfers• Miscellaneous Disbursements

Category totals are also listed on the SUMMARY OF CASH TRANSACTIONS.

A. DateDisbursements are listed in chronological order within the disbursement category

B. DescriptionType and explanation of the cash outflow

C. CashAmount of the disbursement

42

B C

Schedule Of Cash Disbursements

DATE DESCRIPTION CASHTAXES PAID

01/04/2006 PER CUSTOMER REQUEST 1,311.00

TOTAL TAXES PAID 1,311.00

TOTAL CASH DISBURSEMENTS 1,311.00

Page 11



1234567890

FeaturesThe Purchase Allocation section provides a graphical display of the assets by investment category purchased throughout the reporting period.

The Purchase Schedule provides details on all assets purchased during the reporting period. Assets are listed in CUSIP number order. Free receipts, if any, will be listed after the Purchasescategory of the schedule.

A. Trade DateDate on which the security trade occurred

B. Settlmt DateDate on which the security trade settled

C. DescriptionDetailed information on each asset

D. UnitsNumber of shares or units involved in the transaction

E. CostValue of the asset when acquired

43

A B C D E

Schedule Of Asset AcquisitionPurchase Allocation

28.9% COMMON STOCK 474,168.95 19.1% CORPORATE BONDS 314,429.00 50.3% SHORT TERM INVESTMENTS 826,079.43 1.7% US GOVERNMENT OBLIGATIONS 27,497.60

100.0% Total 1,642,174.98

Purchase Schedule

TRADE SETTLMTDATE DATE UNITS COST

CUSIP # 626129209INSTITUTIONAL MONEY MARKET FD CL Y TOTAL ACTIVITY FRO01/01/2006

TO 01/31/2006PURCHASED 826,079.43 826,079.43

TOTAL 826,079.43 826,079.43

TOTAL SHORT TERM INVESTMENT 826,079.43 826,079.43

COMMON STOCKCUSIP # 60871R209MOLSON COORS BREWING CO CL B

01/10/2006 01/13/2006 PURCHASED AT 63.3186 THRU 2,975 188,521.59CITATION GROUP

TOTAL 2,975 188,521.59

SHORT TERM INVESTMENTS

DESCRIPTION

Page 12



1234567890Schedule Of Other Receipts

IN-KIND@ MKT/ TOTALDATE DESCRIPTION CASH COST / GAIN OR LOSS (-) CASH + IN-KIND

01/8/2006 REC'D 100 UNITS 532.60CUSIP #912537TE7 75.00US SAV SER E DTD 07-75 -457.6019.071864% 01/03/2006RECEIVED FROM CUSTOMER(EFFECTIVE DATE 01/08/2006)

01/22/2006 REC'D 16.584 SHS 410.29CUSIP #78387G103 1.00SBC COMMUNICATIONS INC -409.29HELD AT AGENT(EFFECTIVE DATE 01/22/2006)

01/22/2006 REC'D 1,000 SHS 45,000.00CUSIP #233331107 2,500.00DTE ENERGY CO -42,500.00RECEIVED FROM CUSTOMER(EFFECTIVE DATE 01/22/2006)

TOTAL OTHER RECEIPTS 48,475.00 523,335.65 571,810.65 39,518.00

-483,817.65

FeaturesThis schedule provides details on all cash and non-cash receipts not categorized in the SCHEDULE OF CASH RECEIPTS.

A. DateReceipts are listed in chronological order

B. DescriptionType of receipt

C. CashAmount of the receipt

D. In-Kind@Mkt/Cost/Gain or Loss(-)

• In-Kind @ Mkt is the market value of the shares or units upon receipt of the asset into the account

• Cost is the value of the asset when acquired

• Gain or Loss (-) is Cost minus In-kind @ Market

E. Total Cash + In-KindTotal Cash ( Total C) + Total In-Kind @ Market (Total D)

47

A B C D E

Page 13



1234567890

48

FeaturesThe Realized Gains & Losses Allocationsection provides a graphical display of the realized gain(loss) categorized by investment type during the reporting period.

The Realized Gains & Losses Scheduleprovides details on all assets disposed during the reporting period. Assets are listed in CUSIP number order.

A. Trade DateDate on which the security trade occurs

B. Settlmt DateDate on which the security trade settled

C. DescriptionDetailed information on each asset

including number of shares or units

D. ProceedsCash received from the transaction

E. Mkt/Cost Basis• Market Basis is the market value of

the asset at the beginning of the statement period

• Cost Basis is the value of the asset at the time the asset was acquired

F. Mkt/Cost Gain/Loss• Market Gain/Loss is calculated as

Proceeds (D) less Market Basis (E)

• Cost Gain/LossProceeds (D) less Cost Basis (E)

A B C D E F

Schedule Of Asset DispositionsRealized Gains & Losses Allocation

0.1% ASSET BACKED SECURITIES -85.000.0% COLLATERALIZED MTG OBLIGATIONS -24.98

50.7% COMMON STOCK -37,643.210.6% INFLATION INDEX BONDS -480.920.5% MORTGAGE BACKED SECURITIES -360.04

46.0% US FEDERAL AGENCIES -34,161.242.0% US GOVERNMENT OBLIGATIONS -1,490.75

100.0% Total -74,246.14

REALIZED GAINS & LOSSES SCHEDULE

TRADE SETTLMT MKT/COST MKT/COSTDATE DATE PROCEEDS BASIS GAIN/LOSS

COMMON STOCKCUSIP #166764100CHEVRON CORPORATION2/15/2015 TOTAL ACTIVITY FROM 01/01/2006

TO 01/31/200601/31/2006 01/31/2006 SOLD .675 SHS AT 2.963 FROM 2.00 39.16 -37.16

TERMINATION OF REINVEST 27.57 -25.57

2.00TOTAL .675 SHS 39.16 -37.16

27.57 -25.57

DESCRIPTION

Page 14



1234567890Schedule Of Other Disbursements

IN-KIND @MKT/ GAIN OR LOSS (-)DATE DESCRIPTION CASH COST MARKET/COST

01/15/2006 DELIVERED 752,075.79 UNITS 720,278.03 -541.49CUSIP #31283H5V3 726,931.26 -6,653.23FHLM GOLD POOL #G01760 4.5%12/1/2034(TRADE DATE 01/15/2006)

01/15/2006 DELIVERED 54,204,84 UNITS 56,143.06 -125.99CUSIP #31283JFS5 68,551.42 -12,408.36FHLM GOLD POOL #G10177 7%2/1/2009(TRADE DATE 01/15/2006)

01/22/2006 DELIVERED 100,000 UNITS 101,794.00 391.00CUSIP #05461TAA5 99,785.00 2,009.00AXIS CAPITAL HOLDING 5.75%12/1/2104(TRADE DATE 01/22/2006)

01/22/2006 DELIVERED 345,000 UNITS 376,501.95 2,484.00CUSIP #14040EHG0 376,622.58 -120.63CAPITAL ONE BANK 6.5% 06/13/201312/1/2104(TRADE DATE 01/22/2006)

01/29/2006 TAX COST REDUCTION OF $48,475.00 ON 0.00 0.00CUSIP #172967101 48,475.00 -48,475.00CITIGROUP INCAS RETURN OF CAPITAL(TRADE DATE 01/29/2006)

TOTAL OTHER DISBURSEMENTS 1,254,717.04 2,207.521,320,365.26 -65,648.22

FeaturesThis schedule provides details on all cash and non-cash disbursements not categorized in the SCHEDULE OF CASH DISBURSEMENTS.

A. DateDisbursements are listed in chronological order

B. DescriptionAttributes of the disbursement transaction

C. CashAmount of the cash disbursement

D. In-Kind @ Mkt/Cost

• In-Kind @MktMarket value of the shares upon delivery of the asset from the account

• In-Kind @ CostValue of the asset upon acquisition

E. Gain or Loss (-) Market/Cost• Gain or Loss Cost equals In-Kind @

Market minus In-Kind @Cost

53

A B C D E

Page 15



1234567890

54

FeaturesThis schedule details the capital changes that occurred in the account during the reporting period.

A. DateCapital changes are listed in chronological order

B. DescriptionDetails of the capital action transaction

C. UnitsNumber of shares or units impacted by the capital change

D. CostCost associated with the capital change

A B C D

Schedule Of Capital Changes

DATE DESCRIPTION UNITS COST

COMMON STOCK

FROM CUSIP #68556V106 -10,000 -1,000,000.00TO CUSIP #68556C108 10,000 1,000,000.00

01/26/2006 CUSIP # CHANGED FROM 68556C106

ORBITTRAVEL.COM CORP TO68556C108 ORBT BRANDS CORP

PREFERRED STOCKFROM CUSIP #920943305 -25,000 -2,500,000.00

TO CUSIP #68556C108 25,000 2,500,000.00

01/26/2006 CUSIP # CHANGED FROM 920943305 101,794 391.00VAN KAMPEN STRATEGIC SECTOR 99,785 2,009.00AUCTION RATE PFD 28 DAYS SER BTO 92112M509 VAN KAMPEN SELECTSECTOR MUN TR SER D AUCTION RATEPFD 28 DAYS

TOTAL CAPITAL CHANGES 0.00

Page 16



1234567890

55

FeaturesThis schedule summarizes any security transactions that were pending in the account as of the statement ending date. These trades are also reported in the SCHEDULE OF ASSET ACQUISITIONS or in the SCHEDULE OF ASSET DISPOSITIONS.

A. DateDate on which the security trade is scheduled to settle

B. DescriptionInformation of the purchase or sale including number of shares, trade date, price and broker information

C. Due From BrokersAmount of cash to be received from the transaction upon settlement

D. Due to BrokersAmount of cash to be disbursed from the account on settlement date

A B C D

Schedule Of Pending Trades

DATE DESCRIPTION DUE FROM BROKERS DUE TO BROKERS02/02/2006 PURCHASED 2,975 SHS MOLSON COORS 188,521.59

BREWING CO CL B ON 01/31/200663.3186 THRU CITATION CCROUPCOMMISSION PAID 148.75

02/02/2006 PURCHASED 3,050 SHS NRG ENERGY 120,795.86INC ON 01/31/2006 AT 39.5552THRU LEHMAN BROTHERS INCCOMMISISONS PAID 152.50

02/02/2006 SOLD 10,325 SHS P G & E 383,727.01CORPORATION ON 01/31/200637.2164 THRU GOLDMAN SACHS AND COMPANY COMMISSIONS PAID 516.25EXPENSES PAID 16.07

02/02/2006 SOLD 8,250 SHS PENNEY J C INC ON 401,936.3801/31/2006 AT 48.7715 THRU LEGGMASON WOOD WALKER INCCOMMISSION PAID 412.50 EXPENSESPAID 16.82

02/02/2006 PURCHASED 3,330 SHS UNITED 164,851.50TECHNOLOGIES CORP ON 01/31/2006AT 49.93 THRU LIQUIDNET INCCOMMISSIONS PAID 82.50

02/06/2006 SOLD 8,425 SHS P G & E 313,917.53CORPORATION ON 01/31/200637.3118 THRU GOLDMAN SACHS ANDCOMPANY COMMISSION PAID 421.25EXPENSES PAID 13.14

02/15/2006 PURCHASED 500 SHS IBM CORP ON 31,000.001/31/2006 AT 62.00 THRU BNYBROKERAGE INC

TOTAL PENDING TRADES 1,099,580.92 505,168.95

Page 17



1234567890Broker Commission Reports

TRADE SETTLMT MKT/COST MKT/COST COMMISISONS/ DATE DATE BASIS GAIN/LOSS PER SHARE EXPENSES

GOLDMAN SACHS AND COMPANY

CUSIP #20045Y202

COMERICA CP TR 17.600% PFD

01/09/2006 01/15/2006 PURCHASED 100 SHS AT 59.59 59,680.00 59,680.00 90.00 0.0059,680.00 0.900

TOTAL GOLDMAN SACHS AND COMPANY 90.00 0.00

HARRIS NESBITT CORP

CUSIP #46626E205J2 GLOBAL COMMUNICATIONS

01/13/2006 01/18/2006 PURCHASED 200 SHS AT 37.8983 7,589.66 7,589.66 10.00 0.007,589.66 0.050

TOTAL HARRIS NESBITT CORP 10.00 0.00

INVESTMENT TECHNOLOGY GROUPCUSIP #589405109MERCURY INTERACTIVE CORP

01/03/2006 01/11/2006 SOLD 7,400 SHS AT 24.0426 177,833.80 257,446.00 -79,612.20 74.00 7.44287,963.60 -110,129.80 0.010

TOTAL INVESTMENT TECHNOLOGY GROUP 74.00 7.44

DESCRIPTIONPURCHASE/SALECOST/PROCEEDS

56

FeaturesThis schedule reports broker commissions earned on trades conducted during the reporting period.

A. Trade DateDate on which the security trade occurs

B. Settlement DateSettlement date of the transaction

C. DescriptionAttributes of the trades executed during the reporting period by each broker including number of shares traded

D. Purchase Cost/Sale ProceedsThe cost of the purchase of the proceeds received from the sale

E. Mkt/Cost Basis• Market Basis is the market value of

the asset at the beginning of the statement period

• Cost Basis is the value of the asset at the time the asset was disposed

F. Mkt/Cost Gain/Loss

• Market Gain/Loss is calculated as Proceeds (D) less Market Basis (E)

• Cost Gain/LossProceeds (D) less Cost Basis (E)

G. Commissions/Per Share• Commission is the amount paid to the

broker• Commission Per Share is the

commission paid / number of shares purchased or sold (C)

H. ExpensesAny additional costs that may be associated with the trade

A B C D E F G H

Page 18

Your accounts can be accessed through Comerica’s website at www.Comerica.com. Under Login To Your Account, select Comerica Institutional Trust.

ONLINE SERVICES

The Institutional Trust welcome page provides access into our custody, benefit payment and PAC manager products. Click on Login under Custody Online for a sample demonstration of our Custody Online product.

ONLINE SERVICES

For our prospective clients, the user ID is “Itdem01”. (The last two digits are numeric.)

ONLINE SERVICES

For our prospective clients, the answer to all verification questions is “comerica”.

ONLINE SERVICES

For our prospective clients, the password is “comerica1”. (The last digit is numeric).

ONLINE SERVICES

The following is a sample transaction screen that would be available on a daily basis:

ONLINE SERVICES

The following is a sample transaction screen that would be available on a daily basis:

ONLINE SERVICES

Exhibit II

CUSTODIAL ACCOUNT AGREEMENT Institutional Trust Department

This Custodial Account Agreement is between , (the "Depositor") and Comerica

Bank, a Texas banking association (the "Custodian"). This Agreement shall become effective upon its execution by both the Depositor and the Custodian. The Depositor and the Custodian agree: 1. The Depositor will deposit cash, securities or documents with the Custodian from time to time, and

the Custodian agrees to hold the same and any additions thereto in one or more Custodial Account(s) in accordance with the terms and conditions of this Agreement. If there is more than one account, the names of the separate Custodial Account(s) shall be listed in Exhibit A, which may be amended from time to time and which shall be attached to and be made a part of this Agreement. References to "Account" herein shall mean all accounts established under this Agreement.

2. The Custodian will administer the property deposited to this Account in accordance with written

instructions of the Depositor. The investment of such property will be the sole responsibility of the Depositor, or its agent duly designated in writing (the "Agent"), and the Custodian shall have no liability for events occurring as a result of such investments.

3. The Depositor hereby instructs the Custodian to invest accumulated cash in the variety of

short-term funds, including but not limited to savings deposits with the Custodian, which it customarily uses in custodial accounts, except as hereafter specifically revoked in writing by the Depositor. Investments in savings deposits will be subject to such banking regulations as may be in effect from time to time. The Custodian shall not be liable for interest on any cash not so invested or held by it awaiting investment or distribution instructions from the Depositor.

The Custodian is authorized to employ its automatic cash management procedures for custodial accounts. Investments may be made in short-term mutual funds. Depositor is hereby notified that, with respect to these funds:

(a) The funds are sponsored by third parties independent of the Custodian, its subsidiaries, and affiliates;

(b) The funds are not endorsed or guaranteed by, and do not constitute an obligation of, the Custodian, its subsidiaries, or affiliates; and

(c) The funds are not insured by the Federal Deposit Insurance Corporation.

The Depositor acknowledges that no person is authorized to make any representations concerning such mutual funds other than those contained in the current prospectus for such mutual funds or in such printed information as is issued by the mutual funds for use as information supplemental to the prospectus. In investing in such mutual funds, the Depositor shall rely solely on the representations contained in the prospectus and in the above-mentioned supplemental information.

4. The Custodian will collect all income received from Account assets and distribute or dispose of same

in accordance with the Depositor's instructions. In the absence of instructions, the income shall be added to principal and reinvested in accordance with the provisions of this Agreement.

5. Purchase and sale of Account assets shall be made in accordance with established procedures of

the Custodian. 6. Withdrawal or payment of assets or cash held by the Custodian hereunder shall be made only upon

the written instructions of Depositor, provided, however, that cash may be transferred between the

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Account and any deposit account maintained by Depositor at the Custodian or remitted by check to the order of the Depositor upon the telephonic instructions of the Depositor. The Depositor agrees to indemnify the Custodian and hold it harmless as to any actions reasonably taken to comply with or to implement any such instructions.

7. As to any property or securities held pursuant to this Agreement, the Custodian may hold and register

the same in its own name, or in the name of a nominee, or by electronic book entry, provided that the records of the Custodian shall at all times account for the property belonging to the Account of the Depositor. All proxies will be forwarded to the Depositor or the Agent for voting.

8. The Custodian utilizes various standard industry pricing services and brokerage contacts to provide

current pricing information for active publicly traded securities. Assets not publicly traded may reflect the initial acquisition value or cost and not a current market value. Many fixed income securities are priced on a matrix system, resulting in a mathematical approximation of price derived by computer. Although the Custodian attempts to provide accurate pricing, in some instances prices may not reflect the most accurate pricing readily available or the true value of the asset. The Custodian shall have no liability for such an occurrence.

9. The Custodian subscribes to various standard industry notification services pertaining to capital

actions including puts, calls, tenders, mergers, conversions, stock distributions and other activities. The Custodian agrees to process assets in accordance with Depositor's instructions, provided the Custodian receives the Depositor's timely written authorization. In no event shall the Custodian be liable for failure to respond to a capital action if proper notification and authorization has not been provided to the Custodian by the Depositor within the required time frames as specified in the capital action notice. The Custodian shall attempt to notify the Depositor if it becomes aware of a voluntary action or provision which may affect an asset, but shall not be obligated to do so, and under no circumstances shall the Custodian be liable for failure to provide such notice. Further, the Custodian shall have no responsibility and no obligation with respect to any asset to take any action which shall pertain to stock dividends, warrants, rights to subscribe, offers to purchase, exercising of options, plans of reorganization, plans of exchange of securities, claims or settlements pertaining thereto, other than that which is directly authorized by the Depositor by written instruction received by the Custodian within required time frames.

10. The Custodian shall have no obligation or liability with respect to the receipt, distribution, or reporting

of an event of bond default or a filing of a bankruptcy, and shall have no obligation or liability for the filing of any related report or claim other than that which is directly authorized by the Depositor by written instruction received by the Custodian within required time frames.

11. The Custodian shall not be liable for any loss resulting from the physical presence of any property in

a foreign country including, but not limited to, losses resulting from nationalization, expropriation, exchange controls or acts of war or terrorism.

12. The Custodian will keep accurate books and records. The Depositor understands that a rule of the

Federal Reserve Board provides that Depositor has the right to be given or sent by the Custodian, without additional cost, written notification of a securities transaction effected by the Custodian at or before completion of the transaction, and to be sent a copy of the confirmation of a broker-dealer relating to a securities transaction within one (1) business day from the date of Custodian’s receipt of the confirmation. The rule provides that the Custodian and the Depositor may agree in writing to a different arrangement. The Depositor hereby agrees with the Custodian that, in lieu of the notification provided for by the above rule, the Custodian will furnish to the Depositor a statement, at least quarterly, which will specify the funds and securities in the custody of the Custodian at the end of such period and debits, credits and transactions in the Account during such period. The statement

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will be considered approved and ratified unless written objection is made to the Custodian within sixty (60) days from the receipt of the statement. If no written objection is made within sixty (60) days from receipt, the Custodian will not be liable for any matter contained in the statement, notwithstanding any statute or rule to the contrary. Securities transactions made directly by the Depositor with a broker-dealer are not deemed to be securities transactions effected by the Custodian.

13. Rule 14b-2 of the Securities Exchange Act of 1934 enables corporations to learn the identity of their

security holders whose securities are held by the Custodian and registered in "nominee" or "street" name unless the beneficial owner specifically indicates its objection to such disclosure. The Depositor hereby indicates its objection to disclosure by the Custodian of Depositor's name, address and security position to all companies whose securities are held in this Account and are registered in "nominee" or "street" name.

14. The Custodian is a party to this Agreement solely for the purposes set forth herein, and no obligation

or duty shall be expected or required of it except as expressly stated. Neither the Custodian nor any of its directors, officers, employees or authorized representatives shall be liable for any action or omission in connection with the performance of its duties under this Agreement except for gross negligence or willful misconduct.

15. The Custodian shall be entitled to reasonable compensation for its services pursuant to its schedule

of fees, as it now exists or as it may be revised from time to time, and to reimbursement for any expenses reasonably incurred in the administration of this Agreement. Such fees and charges shall constitute a lien on the Account property. The Depositor shall be entitled to notice of any change in the Custodian's fee schedule.

16. The Custodian shall not be required to prosecute or defend any legal proceedings involving the

assets of the Depositor or any property or interest in property held hereunder, or to take any other action unless it shall be first indemnified to its satisfaction in respect to such proposed action. The Custodian shall notify the Depositor of any class action involving a security held in the Account of which the Custodian receives notice. If the Custodian, nonetheless, determines that it should take any action in connection with any legal proceeding including, without limitation, engaging legal counsel, the Depositor agrees to indemnify and hold the Custodian harmless for all costs and expenses, including, without limitation, reasonable attorney's fees, incurred by the Custodian in connection with any legal proceeding involving the assets of the Depositor or any property or interest in property held under this Agreement.

17. The Depositor may revoke this Agreement or withdraw all or any part of the property deposited with

the Custodian by written direction delivered to the Custodian. Revocation or withdrawal of property will be subject to payment of all fees and charges. The Custodian shall have a reasonable time within which to complete its duties and responsibilities hereunder and deliver the Account property to the Depositor and shall be entitled to compensation pursuant to its account closing procedures. The Custodian may revoke this Agreement upon giving like notice.

18 The Depositor shall certify to the Custodian the names of one or more of its officers or employees

who are authorized to give instructions to the Custodian and/or to otherwise act on its behalf, or to designate any other party to give instructions to the Custodian and/or to otherwise act on its behalf. Upon request by the Custodian, the Depositor shall also provided specimen signatures for its authorized signers. The Custodian is entitled to rely on such certification until it is amended or revoked by the Depositor.

19. The Depositor represents and warrants that it is duly organized, validly existing and in good standing

under the laws of the jurisdiction in which it is organized, and that the execution, delivery, and

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performance of this Agreement are within the Depositor's powers and do not require the consent or approval of any governmental body, agency, or authority.

20. The property deposited in this Custodial Account will be assumed to be in the ownership of the

Depositor as indicated by the signatory below (individual, joint, trustee, custodian, corporation, etc.), unless otherwise specified in writing.

21. The Custodian may amend this Agreement by written notice mailed to the Depositor's last known

address as it appears on the Custodian's records. Any such amendment by Custodian shall be effective thirty (30) days after the notice is mailed.

22. This Agreement embodies the entire agreement of the parties, superseding any and all prior

agreements, proposals, and understandings, whether written or oral. This Agreement shall be construed, regulated and administered under the laws of Michigan.

23. Notwithstanding anything to the contrary in this Agreement, the Custodian shall be obligated to

indemnify the Depositor for any loss of any custodied securities occasioned by the gross negligence or dishonesty of the Custodian’s officers or employees. In the event that there are lost securities for which the Custodian is obligated to indemnify the Depositor, the Custodian shall promptly replace the securities or the value thereof, together with the value of any loss of rights or privileges resulting from lost securities.

The Custodian shall not be liable for failure to take an action required under this Agreement in the event and to the extent that the taking of the action is prevented or delayed by war (whether declared or not and including existing wars), terrorist activity, revolution, insurrection, riot, civil commotion, act of God, accident, fire, explosion, stoppage of labor, strikes or other differences with employees, laws, regulations, orders or other acts of any governmental authority, or any other cause whatever beyond its reasonable control.

24. The Depositor and the Custodian acknowledge that the right to trial by jury is a constitutional one, but

that it may be waived. The Depositor and the Custodian, after consulting (or having had the opportunity to consult) with counsel of their own choosing, each knowingly and voluntarily, and for their mutual benefit, waive any right to trial by jury in the event of litigation involving the performance or enforcement of, or in any way related to, this Agreement.

The parties have caused their authorized officers to sign this Agreement as of the date noted above. COMERICA BANK

By: ______________________________ Date: __________________, 20___

Its: ______________________________

DEPOSITOR: ________________________________

By: ______________________________ Date: ___________________, 20___

Its: ______________________________ Address: _______________________________________

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Page 1 of 4

BENEFIT PAYMENT SERVICES AGREEMENT for the

[Plan Name]

This Benefit Payment Services Agreement (“Agreement”) describes the services that Comerica Bank (“Comerica”) agrees to provide to __________________________ (“Sponsor”) with respect to the employee benefit plan named above (“Plan”). The Sponsor agrees to compensate Comerica for these services according to the Fee Schedule provided by Comerica, as revised from time to time, and agrees to pay each invoice within thirty days of receipt. Comerica’s waiver of any fee or provision of this Agreement on any occasion or for any period of time does not constitute a waiver of such fee or provision, or any other fee or provision, at any other time or for any other period. This Agreement outlines the responsibilities and obligations of both Comerica and the Sponsor with respect to specific services provided to the Plan. Either party may delegate some or all of its duties under this Agreement; however, the Sponsor or Comerica shall remain responsible for the performance of any third party to whom they delegate duties under this Agreement.

The adoption and operation of a retirement plan is an important legal undertaking. Comerica does not practice law and does not provide legal or tax advice. The Sponsor is responsible for obtaining qualified legal and tax counsel for advice on the plan design and final plan provisions appropriate for the Sponsor’s situation as well as on legal and tax issues arising out of the operation of the Plan. The Sponsor is responsible for monitoring the qualification requirements of any tax-qualified retirement plan and for administering any plan adopted by the Sponsor. In the event the Plan is not administered in accordance with its terms and applicable legal requirements, the Sponsor is responsible for determining the appropriate correction and directing Comerica as to its role, if any, in such correction. Comerica may consult with the Sponsor, if requested, on the appropriate correction, but has no authority or obligation to decide upon the method(s) to be used in such correction.

Comerica will rely completely on the information provided by the Sponsor or any third party retained by the Sponsor for ongoing operation of the Plan as well as the Plan set-up. Comerica is under no obligation to seek out or verify the accuracy of information provided by the Sponsor. Comerica is not responsible for penalties, taxes, or other losses resulting from faulty or inaccurate information provided by the Sponsor. Comerica reserves the right to refuse to provide services at any time if Comerica determines it cannot provide services for the Plan upon review of materials, information or data supplied by the Sponsor.

Comerica is not acting as a Plan fiduciary in providing services under this Agreement. The Agreement does not give Comerica any discretionary authority in the management and administration of the Plan. Comerica shall carry out its duties under this Agreement in accordance with the terms of the Plan and the directions of the Sponsor. A. PLAN DOCUMENT The Sponsor has provided Comerica with all Plan documents. The Sponsor is responsible for seeking appropriate legal advice and determining whether the Plan should be submitted to the IRS for a favorable determination letter on the Plan’s qualified status. If the Plan will invest in any Comerica collective investment fund(s), a current determination letter or its equivalent must be obtained and provided to Comerica. In addition, the Plan or trust agreement must explicitly authorize any such collective fund investment. The Sponsor agrees to take all necessary actions to update and amend the Plan as necessary and to maintain the Plan’s tax-qualified status.

Page 2 of 4

B. PRIOR PLANS AND MULTIPLE PLANS Comerica is not responsible for losses resulting from the prior administration of the Plan, or for any losses incurred as a result of actions or decisions which were undertaken or made by any party prior to the effective date of Comerica’s engagement. Comerica is under no obligation to review prior administrative work or tax filings. Where Comerica is retained to provide services midyear, it shall not verify the accuracy or correctness of work performed in the prior portion of the year. The Sponsor holds Comerica completely harmless for any consequences which are the result of work performed prior to the effective date of Comerica’s engagement. If the Sponsor maintains more than one plan, the Sponsor acknowledges that it, and not Comerica, is responsible for monitoring the aggregated coverage and discrimination testing, maximum benefit and contribution limitations for its plans. C. TERMINATION OF THE PLAN It is the Sponsor’s responsibility to take the appropriate action to cease benefit accruals and/or properly terminate the Plan. If Comerica serves as trustee, Comerica may require an IRS determination letter upon termination before distributing the assets of the Plan. Comerica does not prepare IRS determination letter filings. D. DUTIES AND RESPONSIBILITIES OF THE PARTIES The Sponsor agrees to provide Comerica with such information in a timely manner, in such form as required by Comerica, as is necessary to perform the services under this Agreement, including all necessary information held by third parties. Comerica is not responsible for the performance of the services under this Agreement unless and until such information is provided.

The Sponsor agrees to review all forms, reports or documents and to notify Comerica of any errors within sixty days of receipt.

Comerica is entitled to charge additional fees for any additional services requested by the Sponsor and for any revisions or corrections to reports, forms, discrimination tests and documents resulting from (1) inaccurate, incomplete or untimely information supplied by the Sponsor, (2) errors not reported in a timely manner, (3) payments of contributions or reimbursement of fees and expenses after allocations for a period are complete, or (4) retroactive amendment of the Plan.

The attached Appendix A lists the duties and responsibilities of the Sponsor and Comerica with respect to the specific services provided under this Agreement. E. CONTROLLED GROUP The Sponsor shall notify Comerica if it is or becomes part of a controlled group of corporations, a group of trades or businesses under common control or an affiliated service group (“controlled group”) under §414(b), (c), or (m) of the Internal Revenue Code. Comerica is under no obligation to seek out this information or verify the Sponsor’s status as regards this issue. Comerica shall in no event be liable for any fines, penalties, or taxes which may result from a Sponsor being part of, or not being part of, a controlled group.

The Sponsor is responsible for retaining qualified tax and employee benefits counsel to determine if it is part of a controlled group and the impact this status may have on the administration of the Plan. Generally, all employees of a controlled group must be considered for coverage, participation, and contribution limitations for any plan of the group. If the Sponsor becomes part of a controlled group after the effective date of this Agreement, the Sponsor must notify Comerica in writing of this fact immediately.

Page 3 of 4

F. DATA RETENTION Comerica and the Sponsor shall each maintain Plan information in accordance with their respective data retention policies and applicable law. G. FLOAT Comerica uses a general disbursement checking account to process lump sum and periodic distributions. This is a non-interest bearing account from which Comerica may receive float. Float is earned at the Fed Funds rate, as published in the Wall Street Journal or on the Federal Reserve web site.

Comerica may begin earning float once the funds for the distribution(s) are transferred from the trust account to the general disbursement checking account. For periodic distributions, the transfer typically takes place on the first business day of the month. For lump sum distributions, the transfer typically occurs on the day the check is issued.

Comerica continues to receive float until a check is presented for payment or the funds are disposed of pursuant to the unclaimed funds procedure. Distributions paid by direct deposit do not generate float, and provide improved funds availability for recipients.

Generally, Comerica does not receive float on funds received pending investment instructions.

Exceptions to the procedures described above may apply. H. MODIFICATION OF THIS AGREEMENT This Agreement may by modified or amended only by a writing signed by both the Sponsor and Comerica. Each party reserves the right to submit any proposed changes to this Agreement to its counsel for review prior to committing to the proposed changes. I. TERMINATION OF THIS AGREEMENT The Agreement may be terminated at any time by either party upon sixty days’ advance written notice of termination provided to the other party. As soon as administratively feasible after payment of all fees and expenses incurred to the date of termination or transfer of assets, whichever is later, Comerica will deliver Plan records and documents in its standard format to the Sponsor or other party designated by the Sponsor and will be entitled to compensation by the Sponsor for the actual costs incurred in transferring such records and documents. Additional services or custom reporting requested and/or performed after that date will be charged at Comerica’s standard hourly rate. J. ASSIGNMENT This Agreement may not be assigned by either party without the written consent of the other party and is binding upon Comerica, the Sponsor and their successors in interest.

K. EXECUTION By executing below, the Sponsor retains Comerica to provide, and Comerica agrees to provide, the specified services to the Plan.

The parties have executed this Agreement this ____ day of __________________, 20__, to be effective

__________________________, 20___. Accepted by: [SPONSOR] COMERICA BANK By: __________________________________ By: ________________________________

Its: __________________________________ Its: _________________________________ Authorized Representative of Sponsor Authorized Representative of Comerica Bank

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Page 4 of 4

BENEFIT PAYMENT SERVICES AGREEMENT APPENDIX A

Plan Level Services

• Plan Reporting • Messaging • Other Deductions

Participant Level Services

• New Participant Set-Ups, Changes and Payment Types • Lump Sum Checks • 13th Payment • Beneficiary Information

Tax Services

• Tax Withholding & Payment • Annual Tax Reporting • Annual TEFRA Mailing

Other Services

• QDRO – Tax Levy • EFT Returns • Outstanding Pension Checks • Decedent Process • Return Mail Process • Stop Date Process

T:\ITD\Pension SLA\Appendix A 2-27-09.doc

PLAN LEVEL SERVICES

PLAN REPORTING COMERICA SPONSOR Provides detailed monthly benefit register via hard copy paper report, CD Rom or other electronic media. Report shows current and year to date benefit and deduction information.

Reviews monthly register for accuracy. Notifies Comerica of any discrepancies as soon as possible.

Provides other monthly reports based on activity:

• Benefits Change Report • Consolidated Deduction Report • Decedent Report • Deduction Change Report • Static Participant Report

Reviews reports for accuracy.

MESSAGING COMERICA SPONSOR Comerica has the ability to include a message on the check stub or EFT advice provided to participants. Messages must be provided to Comerica by the monthly input cut-off date for the next month’s check run, and are limited to twelve lines of thirty characters per line.

Provides message to be used on check stub or EFT advice by the deadline stated and in the format requested.

OTHER DEDUCTIONS COMERICA SPONSOR Provides deduction types to be used for the

Plan (e.g. health insurance, life insurance, union dues, etc). Provides payment information (remittance address, frequency/deadline, policy number, etc.) for accumulated deductions.

Verifies information is complete and accurate for new deductions/changes. Communicates changes as needed.

Inputs new deductions/changes by published monthly edit dates.

Accumulates deductions by type. Reconciles total accumulated deductions monthly.

Makes payments as directed by Sponsor. Verifies total deductions by type on monthly

register. Confirms receipt of payments by payee (insurance provider, etc.) as necessary.

PARTICIPANT LEVEL SERVICES

NEW PARTICIPANT SET UPS, CHANGES AND PAYMENT TYPES

COMERICA SPONSOR Maintains participant benefit payment and

census information. Processes Sponsor directions. Provides new participant or participant change

information to Comerica via paper on agreed upon forms, via electronic files in agreed upon format, or via Benefit Payment On-line within prescribed timeframes.

Provides Participant Change Reports with monthly Pension Register reflecting all changes made during previous processing month.

Reviews Pension Register and Participant Change reports and notifies Comerica of any errors or issues.

Receives payment instructions from Sponsor or Payee.

Provides initial paperwork to retiree (including all of the benefits to utilizing electronic format – i.e., timing (funds available), US Post Office, outstanding and lost checks).

Processes payments on a periodic basis • EFT are:

o Transmitted electronically to selected financial institution.

o Advice is mailed to payee’s home address.

• Checks are mailed to the address indicated by the payee.

o Any check not sent directly to the payee’s home address will generate a separate advice mailing to the home address.

• Provides various forms to payee to initiate changes:

o Forms available via the Internet. o Forms will be mailed per call to

Pension Customer Service Representative.

Retiree returns paperwork to the Sponsor to authorize new set-up. Retiree sends changes to Comerica or Sponsor.

LUMP SUM CHECKS COMERICA SPONSOR Produces lump sum or rollover checks (when rolling over to an eligible retirement plan) for participants.

Provides detailed information on lump sum or rollover check for participants.

Mails checks and credit advices as directed. Produces distribution report showing details of all payments. Sends report to Sponsor.

13TH PAYMENT

COMERICA SPONSOR Produces special 13th payment on the date agreed upon with the Sponsor, including the benefit payment types and deductions specified, in the format requested.

Requests a special 13th payment to be issued to plan participants. The request should be made at least four weeks in advance and should include information on what benefit types and deductions to include and how the payments should be made. Provides information in the agreed upon format. A 13th payment should be made outside of the plan’s normal payment cycle.

BENEFICIARY INFORMATION COMERICA SPONSOR

Maintains all beneficiary information on plan participants, including retention of original beneficiary designation and all subsequent updates/changes

Directs Comerica with regard to beneficiary payments, including legal names, taxpayer identification numbers, and amounts (percentages).

Makes payments as directed by Sponsor

TAX SERVICES

TAX WITHHOLDING & PAYMENT COMERICA SPONSOR Accumulates tax dollars (W-2, 1099-R, 1099-MISC, 1042-S).

Collects and aggregates participant information.

Can accommodate the withholding of Federal and State taxes.

Ensures new participant information is complete and accurate.

Reconciles tax types to ensure accuracy. Files and pays tax to various taxing authorities as required.

Conducts annual W-4P and State Tax form mailings as required by law (TEFRA mailing).

Makes changes to participant withholding as requested on appropriate tax form, e.g. W-4P.

Communicates changes to Comerica.

Adjusts current year’s taxes as needed.

ANNUAL TAX REPORTING COMERICA SPONSOR Reconciles tax dollars and tax types (W-2, 1099-R, 1099-MISC, 1042-S) paid throughout the year.

Collects and aggregates participant information.

Requests W-8BEN or other related forms on an ongoing basis.

Compiles participant data throughout the year to ensure accurate tax reporting.

Communicates to Comerica any known required changes.

Generates tax forms and mails them to participants within IRS established timeframes.

Files 945, 941 or 1042 tax form on behalf of plans.

Investigates and responds to tax inquiries.

ANNUAL TEFRA MAILING (Tax Equity & Fiscal Responsibility Act of 1982)

COMERICA SPONSOR Complies with annual TEFRA notice requirements:

• Mails Federal and State withholding forms to payees;

• Receives changes from payees. Updates records per payee request.

Forwards to Comerica any TEFRA related forms that it receives.

Communicates mailing timeframe to Sponsor (generally done in the fall).

OTHER SERVICES

QDRO – TAX LEVY COMERICA SPONSOR Forwards to Sponsor for review and validation any DRO (domestic relations order) or tax levy sent directly to it.

Receives and reviews DRO or tax levy.

Processes QDRO requests on the pension system.

Determines that DRO is qualified or that tax levy is valid.

Mails appropriate tax forms to participant at year end.

Instructs Comerica on payment changes to fulfill requirements of QDRO or tax levy.

Communicates in writing to alternate payee(s) for QDRO or affected retiree for tax levy.

EFT RETURNS COMERICA SPONSOR

Investigates EFT returns. Communicates accurate EFT set up information to Comerica.

Corrects and reestablishes EFT returns that are due to processing error.

If there was no processing error, participant will be set-up to receive a check until participant provides correct EFT information. The first check will include a letter explaining why the participant is receiving a check and also include new EFT forms.

OUTSTANDING PENSION CHECKS COMERICA SPONSOR

Communicates updated information on payees to Comerica on an ongoing basis.

Creates monthly outstanding check report. Reviews report for multiple checks to same payee.

Researches internal records for additional information

• Determines if payee is still alive • Confirms address on file with Bank

Seeks assistance from Sponsor on unresolved items.

Reviews records for additional information on payee

• Attempts to determine if payee is deceased

• Looks for updated address for payee • Communicates updated information

to Comerica within 30 days Stops and reissues check(s) to payee if:

• Still active and other checks have been cashed, or

• Updated address is obtained

Seeks direction of Sponsor if: • DOD* is determined, and • Outstanding check(s) were issued

before DOD

Provides direction to Comerica on reissue of checks to beneficiary or estate of deceased, if applicable.

Stops and redeposits check(s) to Plan: • DOD is determined, and • Outstanding check(s) was/were issued

after DOD

Stops and redeposits check(s) to Plan: • Check(s) is/are over 180 days old, and • No additional information can be

obtained on payee, and • Plan does not prohibit redeposit.

Escheats check(s) to appropriate state if: • Plan prohibits redeposit, and • Proper due diligence has been

completed.

* DOD = Date of Death

DECEDENT PROCESS COMERICA SPONSOR

Deactivates records upon notification of a participant’s death. Comerica receives from a number of sources, including

• Periodic date of death audit • Participant’s family • Sponsor

Notifies Bank of participant’s death.

Stops all outstanding checks issued after date of death or recovers last EFT (if within 5 days of payment)

• Redeposits recovered funds to trust account

• Recovers current year taxes (prior years’ taxes are responsibility of participant’s estate)

• Corrects YTD totals

Responsible for collection of benefit payments and prior years’ taxes withheld (if applicable) subsequent to date of death.

Stops all outstanding checks issued prior to death. Redeposits funds to Plan with “Due Estate” description.

Arranges for payment of returned funds to beneficiary or estate of participant, if applicable.

Sends one letter to financial institution seeking reimbursement of non-recovered EFT

• Redeposits recovered funds to trust account

• Recovers current year taxes (prior years’ taxes are responsibility of participant’s estate)

• Corrects YTD totals

Responsible for collection of EFT that Comerica is unable to recover

RETURN MAIL PROCESS COMERICA SPONSOR

Updates addresses upon receiving forwarding address information from Post Office. Notifies Sponsor of changes via “Static Participant Report” in monthly Pension Register.

Notifies Comerica of known address updates or changes

Conducts periodic address locator process for return mail where forwarding address is not available

STOP DATE PROCESS

COMERICA SPONSOR Provides annual stop date report, if applicable, or letter advising Sponsor that no stop dates are currently on system.

Reviews report. Provides changes or corrections to Comerica.

Updates pension system within 5 business days of receipt of changes/corrections.

Provides report of upcoming stop/change dates to client for review.

Reviews pending report of stop/change dates. Provides changes or corrections to Comerica.

CASH MANAGEMENT FUND ELECTION FORM

RE: Account Number____________________ Account Name __________________________________________________ INSTRUCTIONS: Select one of the following investment options by checking the appropriate box and sign the form on the reverse side. If you do not make an election, the account will be automatically invested in the Short Term Investment Fund (qualified investments only) or the AIM Treasurer’s Series Trust Premier Portfolio Fund. A prospectus for the AIM Fund has been provided.

TAXABLE INVESTMENTS

COMERICA SHORT-TERM FUND (2:30 p.m. EST investment deadline)

This fund is available only for governmental plans or plans qualified under IRC 401(a). This is a Comerica sponsored money market collective fund managed by Goldman Sachs Asset Management. The fund invests in commercial paper, repurchase agreements, notes, bank certificates of deposit and variable rate revolving loan notes. Currently all of the commercial paper in the fund is rated P-1 by Moody’s Investor Services and A-1 by Standard and Poor’s Corporation, the highest quality available. All securities held in the fund mature in 12 months or less. AIM TREASURER’S SERIES TRUST PREMIER PORTFOLIO (4:00 p.m. ET investment deadline)

CUSIP 00142W868 This is a money market mutual fund with the goal to provide as high a level of current interest income consistent with the preservation of capital and maintenance of liquidity. The Portfolio primarily invests in short-term money market instruments that blend top-tier, high quality U.S. dollar denominated obligations which include commercial paper, certificated of deposits, master and promissory notes, municipal securities and repurchase agreements. The Fund is rated Aaa by Moody’s Investors Services and is NAIC (bond class one reserve category) approved. Invesco AIM Advisors’s Inc. serves as the investment advisor. BLACKROCK LIQUIDITY TEMPFUND (3:30 p.m. ET investment deadline) CUSIP 09248U619

This is a money market mutual fund with the goal of seeking as high a level of current income as is consistent with liquidity and stability of principal. It pursues its objectives by investing in only first-tier securities, which primarily include domestic commercial paper, securities issued or guaranteed by the U.S. government or its agencies, U.S. and Yankee bank obligations, fully collateralized repurchase agreements, variable and floating rate demand notes. All securities must have top ratings from all NRSRO’s (no Tier 2 ratings). The Fund is rated Aaa by Moody’s Investor Services and is NAIC (class one bond) approved. GOLDMAN SACHS FINANCIAL SQUARE PRIME OBLIGATIONS FUND (4:30 p.m. ET investment deadline)

CUSIP 38141W364 This is a money market mutual fund which invests in high-quality money market instruments such as U.S. Government Securities, obligations of U.S. banks, commercial paper and other short-term obligations of U.S. companies, states, municipalities and other entities and repurchase agreements. The fund is rated AAAm by Standard and Poor’s Corporation and approved (bond class one reserve category) by NAIC. Goldman Sachs Asset Management serves as the investment adviser to the Fund. GOLDMAN SACHS FINANCIAL SQUARE GOVERNMENT FUND (4:00 p.m. ET investment deadline)

CUSIP 38141W273 This is a money market mutual fund which is designed to maximize current income, preserve capital and maintain liquidity. The Fund invests, directly or indirectly, only in U.S. Government Securities and repurchase agreements relating to such securities. . The fund is rated AAAm by Standard and Poors and approved (bond class one reserve category) by NAIC. Goldman Sachs Asset Management serves as the investment adviser to the Fund.

AIM TREASURER’S SERIES TRUST PREMIER U.S. GOVERNMENT MONEY PORTFOLIO (4:00 p.m. ET

investment deadline) CUSIP 00142W843 This money market seeks a high level of current income consistent with the preservation of capital and maintenance of liquidity. It pursues its objectives by investing, normally, at least 80% of its assets in (i) direct obligations of the U.S. Treasury, (ii) other securities issued or guaranteed as to principal and interested by the U.S. government or its agencies and instrumentalities (agency securities), and (iii) repurchase agreements secured by those obligations referenced in (i) and (ii) above. The fund is rated Aaa by Moody’s Investor Services and is NAIC approved (bond class one reserve category). Invesco AIM Advisors’s Inc. serves as the investment advisor.

GOLDMAN SACHS FINANCIAL SQUARE MONEY MARKET FUND (4:30 p.m. ET investment deadline) CUSIP 38141W232 This is a money market mutual fund which invests in high-quality money market instruments such as U.S. Government Securities, obligations of U.S. banks, U.S. dollar-denominated obligations of foreign banks, foreign companies and foreign governments, commercial paper and other short-term obligations of U.S. companies, states, municipalities and other entities and repurchase agreements. The fund is rated AAAm by Standard and Poor’s Corporation and approved (bond class one reserve category) by NAIC. Goldman Sachs Asset Management serves as the investment adviser to the Fund.

RBC PRIME MONEY MARKET FUND (4:00 p.m. ET investment deadline) CUSIP 74926P753 This money market fund seeks to preserve principal, maintain liquidity and generate competitive yield. This Fund invests in a variety of high quality money market instruments, including commercial paper, corporate debt obligations, U.S. Government securities, bank securities, certificates of deposit, taxable municipal obligations, asset-backed securities and repurchase agreements. The fund is rated AAAm by Standard and Poor’s Corporation and approved (bond class one reserve category) by NAIC. RBC Global Asset Management (U.S.) Inc. serves as the investment adviser to the Fund.

NON-TAXABLE INVESTMENT

GOLDMAN SACHS FINANCIAL SQUARE TAX-FREE MONEY MARKET FUND (12:30 p.m. ET investment deadline) CUSIP 38141W182 This is a money market mutual fund which invests substantially all of its assets in a diversified portfolio of short-term, U.S. dollar denominated municipal obligations. The objective of the fund is to provide current income exempt from Federal income tax. Goldman Sachs Asset Management serves as the investment advisor to the Fund.

INVESTMENTS AVAILABLE FOR NON U.S. CLIENTS ONLY

PERFORMA LIQUID ASSETS FUND (2:00 p.m. ET investment deadline) CUSIP CMMM09016 This Fund is an open-ended mutual fund incorporated in Bermuda. The Fund aims to achieve income through investments in cash and near cash instruments. The Performa Liquid Assets Fund has been rated AAAm by Standard & Poor’s Fund

atings. PRP Performa serves as the Fund’s investment advisor. R GOLDMAN SACHS US$ LIQUID RESERVES FUND (3:30 p.m. ET investment deadline) CUSIP 380992909

This fund invests in a diversified portfolio of high quality money market securities, such as: repurchase agreements, asset backed commercial paper, U.S. government agency variable rate notes, floating rate securities, U.S. government agency discount notes, certificates of deposit, commercial paper, foreign Eurodollar certificates of deposit, master demand notes, time deposits and U.S. government guaranteed notes/bonds. The Fund has been rated AAAm by Standard & Poor’s Fund Ratings. INTERNATIONAL DOLLAR RESERVE FUND (3:30 p.m. ET investment deadline) CUSIP G48428109

The fund invests in a broad range of high quality U.S. dollar-denominated money market instruments and short-term debt obligations, including government, bank and commercial obligations. The fund has been rated Aaa by Moody’s Investors Services. PNC Institutional Management Corporation serves as the Fund’s investment advisor.

NOTE: The two above investments are not SEC registered, and therefore are only available to non U.S. clients, foreign subsidiaries of U.S. companies or U.S. subsidiaries of foreign corporations. A Customer Certification of Non-U.S. Status form must be executed in order to invest in these funds.

AUTHORIZATION: Comerica is authorized to invest in the option checked on this Cash Management Election Form until a new election form is provided in writing. Authorized Depositor Signature: Date: _______________ Name and Title: ____________________________________________________________________________________ Organization: ______________________________________________________________________________________ The Investment options described above are not a deposit or other obligation of or guaranteed by Comerica Bank and are not insured by the FDIC. Comerica may be paid by non-proprietary Funds for performing services for the Funds, including, but not limited to, administration and/or shareholder services and custodial services. Cash investment funds are subject to investment risk, including possible loss of the principal amount invested. A prospectus describing each of the money market funds offered as an investment option is available upon request for review prior to investing.

COMERICA DOMESTIC AND INTERNATIONAL WIRE TRANSFER TERMS (Publication Date 11/19/2002) The following terms apply to all Wire Transfers: 1. Definitions: Unless otherwise defined in this document, the words or phrases used will have the meaning ascribed to them in UCC 4A (defined below): 1.1 AAddendum@- a writing intended to supplement these terms, such as a security procedure to be used. 1.2. AComerica@- the bank described below, also referred to as Aus@, Aour@ or Awe.@ 1.3. ADesignated Account@- the Comerica account(s) you designate that we are to debit, draw on or against or otherwise receive payment for executing your Payment Order (defined below). If you do not provide an acceptable Designated Account, we may require cash or we will debit or draw against any other account you have with us. 1.4. AWire Transfer@- the series of transactions, beginning with the delivery to us of a Payment Order (defined below) through the execution of the Payment Order, including any cancellation, reversal, adjustment, or posting. 1.5 AWire Transfer Business Day@- means Monday through Friday, excluding federal and state holidays, before 4:30 p.m. ET on which we and the Federal Reserve Banks are open for purposes of processing Wire Transfers. 1.6 APayment Order"-your instruction to us, that orders us to pay or cause another institution to pay a fixed or determinable amount of money to a beneficiary, whether or not the beneficiary is a third party and for which we are to be reimbursed for executing. We may require that you give us your Payment Order in writing and in a form acceptable to us. A Payment Order does not include transfer of funds by check, draft, other negotiable instruments, automated clearing house transactions or book entries. 1.7 AUCC 4A@- is Article 4A or a version of it such as Chapter 4A or Division 11 of the Uniform Commercial Code, as enacted in the state where we receive your Payment Order. 1.8 AWire Transfer Order Request Form@ or AWire Request Form @ is a document that contains your Payment Order or request to cancel or change your Payment Order. 2. Applicable Rules. We may complete any portion of a Wire Transfer using any wire transfer network, cable or wireless transfer system we or our designee determine appropriate including, but not limited to, the Federal Reserve wire transfer network (AFedWire@), Telex or SWIFT. Each Wire Transfer will be governed by the rules of the applicable network/system, whether or not we are a member of the network/system. 3. Execution of Payment Orders. We may execute any Payment Order we receive that complies with the terms contained herein and in any addendum. If we are also the beneficiary=s bank, the term Aexecute@ includes our acceptance of your Payment Order for purposes of both this Agreement and of the application of UCC4A to the entire transaction. We may use any means or routes we, in our sole discretion, consider suitable to effect your Wire Transfer. 4. Rejection of Payment Orders. We reserve the right , with or without cause, to refuse to accept or process any Payment Order. If we received your Payment Order before the end of the Wire Transfer Business Day we will notify you if possible before 5:30 p.m. ET, if we do not process it, otherwise we will give you notice on the next Wire Transfer Business Day. 5. Cancellation or Amendment of Payment Orders. If we receive a cancellation or stop payment instruction for a Payment Order we have not yet executed, we may, but are not obligated to cancel it. Any attempt to change/amend a Payment Order will operate as a cancellation instruction of the applicable Payment Order and the giving of a new Payment Order. Executed Payment Orders can not be canceled or reversed. 6. Wire Transfer Business Day For Accepting Payment Orders. We will take Payment Orders on Wire Transfer Business Days in the manner and at the locations we designate from time to time. Any communications regarding a Payment Order that we receive after the close of our Wire Transfer Business Day or at any time on a non-Wire Transfer Business Day may be treated as received at the opening of the next Wire Transfer Business Day. We may (i) process your Wire Transfers and those of other customers in any order we choose and (ii) presume that no other financial institution to which or

through which the Wire Transfer is sent has an earlier cut-off time than we have for accepting Wire Transfers. We reserve the right to and may modify our Wire Transfer Business Day and cutoff hours at any time and without prior notice. 7. Misdescription or Discrepancies in Payment Orders. We and any other institution involved in a Wire Transfer may, and are entitled to, rely solely upon the account number or other identifying number you provided to describe the beneficiary or the financial institution to which we are to issue the Payment Order, even if you provided a name which does not match the account or bank number. 8. Confirmation Notice. Unless you request otherwise, we will send, at our then current charge, a written confirmation of your executed Payment Order. 9. Overdrafts/increased lines related to your Authorized Account. We may debit the Designated Account for your Payment Orders and all applicable fees, even if the debit creates or increases an overdraft position or causes a draw on your line of credit. Unless we otherwise agree in writing, we have no duty to (i) effect a Payment Order if you do not have sufficient available funds or line of credit in the Designated Account to cover the Payment Order and all applicable fees at the time the Payment Order is received and at the time we are ready to execute the Payment Order or (ii) lend money, extend credit or otherwise advance funds to cover the amount of the Payment Order and/or fees. If we allow an overdraft, increase overdraft or line of credit to occur, you will immediately cause, without notice or demand from us, sufficient collected and available funds to be deposited to cover the overdraft or pay down the increased line of credit, as applicable. If we allow overdrafts, we may discontinue the practice at any time and without prior notice. 10. Fees, Compensation and Costs. 10.1 Fees- You will pay us: (i) the applicable fees/charges/rates described in this document, disclosed by us when we receive your Payment Order and as disclosed in the contract that governs the Designated Account. In addition, you will pay for all actual expenses we incur to effect your Wire Transfer and any taxes imposed. 10.2 Compensation to Us- If the Designated Account does not have sufficient available funds to cover the Payment Order and all applicable fees, and we allow an overdraft or increase in your line of credit to occur, you will pay us for the use of funds and overdraft charges as disclosed in the agreement covering your Designated Account. If no use of funds fee is described in the contract, you agree to pay interest on the excess line of credit at a rate of 2% above the rate stated for draws against your line of credit. 10.3 Compensation to You - If we owe you compensation in the form of penalty or interest, it will be payable at the Federal Funds rate of interest computed on the basis of a year of 360 days. You agree to waive your right to assert that any other rate of interest will apply. 11. Limitation of Liability. Unless otherwise required by law or stated in this document, we will not be liable to you, your intended beneficiary or anyone else because of: (i) acts or omissions of any governmental agency, the beneficiary bank (unless it is us) , other financial institution or other person or entity through which a Wire Transfer is effected (whether or not selected by us) to turn over, account for, obtain a receipt or identification from the person to whom it paid the funds, (ii) any losses or damages suffered because of present or future laws, regulations, policies, decrees or orders exercised by any de jure or de facto government agency which causes any delay, mistakes, interruptions, omissions, mutilations, errors, defaults, loss or destruction of any kind in connection with the transmission of messages by cable, telegraph, or wireless transfer, or in or through the mails or any other public operated carrier or agency which is beyond our reasonable control, (iii) our failure to perform under this Agreement due to causes beyond our reasonable control, including but not limited to, any act of God, equipment failure, system failure, labor dispute, or the failure of any third party to provide any electronic or telecommunications service used by us, (iv) our failure or refusal to refund to you the amount of the fees or a Payment Order that you paid to us unless we have determined that the Payment Order has been effectively stopped and we have received a refund of the Payment Order and/or indemnifications we deem adequate, or (v) for detecting errors contained in any communication or information you provide to us. Further, we will not be liable for any duplicate payment orders. If we are liable to you for compensable damages that are recoverable under UCC 4A as modified by this Agreement, you agree that our liability to you, unless otherwise required by law, will not exceed your actual, foreseeable and provable damages. Further, you agree that

our liability for international Wire Transfers will be limited to the amount of the U.S. Dollar equivalent of the amount of the foreign Payment Order at the prevailing rate of exchange established at Comerica Bank (Detroit, Michigan) at the time we executed the Payment Order. Any Payment Order denominated in a foreign currency that cannot be completed, will be credited to your Authorized Account when we receive credit from the networks or the beneficiary bank involved in the transaction and you agree that pending such credit to us, any obligation we have to credit the Authorized Account is suspended. Notwithstanding any provisions to the contrary, IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSSES EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 12. Customer Indemnity. You will indemnify and hold us harmless from and against any, cost, liability or expense (including reasonable attorney and paralegal fees) arising out of any claim by anyone alleging that a Payment Order contravenes or compromises the rights, title or interest of any third party, contravenes any law, rule, regulation, ordinance, court order or other mandate or prohibition with the force or effect of law (AClaim@), unless the Claim arises out of our failure to exercise ordinary care, failure to act in good faith or failure to act in accordance with your instructions. 13. Governing Law, Jurisdiction, Venue and Service of Process. All Payment Orders are to comply with US federal laws, regulations, Presidential Orders and state laws as applicable. Customer will not request any Wire Transfer to or for the benefit of any business, person or country subject to U.S. sanction or prohibited by the Office of Foreign Asset Control. This document, Addendum, and each Wire Transfer request (together forming the Wire Transfer Agreement (AAgreement@) shall be governed by the laws (excluding the law of conflicts) of the state of Michigan where your Payment Order was received by us and applicable federal law. You and we will submit to the personal jurisdiction of any federal or state court located in said state for resolving any disputes arising out of or in connection with Wire Transfers. Service of process of any legal action by the parities arising under or subject to this Agreement will be conclusively deemed sufficient if a copy is mailed by U.S. mail from anywhere in the United States, delivered in person or electronically to you at the address in our records or if to us at the address designated below. 14. Waiver of Jury Trial. In the event of a dispute arising under this Agreement both you and we do and will waive any right to trial by jury either may have. You understand that without this waiver you may have a right to a jury trial on such matters, but you nevertheless agree voluntarily to waive that right. You acknowledge this provision has been brought to the attention of your legal counsel or you had the opportunity to do so. 15. Recording of Communications. We may record telephone conversations you have with us for the purpose of resolving any controversy regarding the communication. 16. Authorization. You authorize us to execute your Wire Transfer by any method we deem appropriate. Domestic Payment Orders will be payable to us in U.S. Dollars and will be paid in U.S. Dollars. Payment Orders payable outside of the United States will be payable to us in U.S. Dollars and will be paid in the currency elected at the option of the beneficiary bank. If we agree to executed a Payment Order for payment outside the U.S. in a currency other than U.S. Dollars, you authorize us to debit, draw on your Designated Account for the U.S. Dollar equivalent of the amount of the Payment Order at the then prevailing rate of exchange offered by Comerica Bank in Detroit, Michigan. 17. Evidence of Authorization and Security Procedures. Before requesting a Wire Transfer, you will provide us identification and evidence of your identity and authority to enter into a Wire Transfer Agreement and you will execute a Wire Transfer Authorization and Security Procedure document. You understand that the Security Procedure you select (ASecurity Procedure@) will be used only to verify the authenticity and validity of you Wire Transfer communications. The Security Procedure will not and is not intended to detect errors contained in your communications. Unless otherwise required by law, you agree that if the Security Procedure for the Wire Transfer is complied with, the Wire Transfer is enforceable as authorized by you. 18. Termination. Neither party is obligated to request or receive

Payment Orders. We may terminate this service at any time without prior notice. 19. Notices. Unless otherwise stated in this document or required by law, all notices required or permitted to be given may be given: (i) to you by any commercially reasonable means including, but not limited to telephone, regular mail, facsimile or other electronic means, at any phone number or address we have for you in our records, (ii) to us by facsimile or personal delivery at the address or fax number stated below. All notices are effective when received or two business days after transmitting or mailing, whichever occurs first. 20. Severability. If any term in this document is determined to be unenforceable, the rest of the terms of this document will remain in full force and effect. 21. Entire Agreement. The terms contained in this document and the Wire Transfer Authorization and Security Procedure document constitute the entire agreement between the parties for the Service. To the extent there are any inconsistencies between the terms of this Agreement and the contract governing the Designated Account, the terms of this document shall control. No representation or statement not expressly contained in this document or Amendment will be binding upon either party. 22. Assignment. This Agreement shall be binding on and inure to the benefit of any legal successor to you or us. You agree to notify us of any merger involving you, to which you are not the successor in interest. 23. Change in Terms. If prior notice of a change, deletion or addition in terms is required by law or this agreement, we will give you such notice. Otherwise, we will mail, fax or otherwise deliver you notice. Any Wire Transfer conducted after the effective date of a change will be deemed subject to that change notice.

24. Address for Notices to Comerica: Comerica Bank M/C 3462 PO Box 75000 Detroit MI 48275

COMERICA TRUST DEPARTMENT WIRE TRANSFER AUTHORIZATION AND SECURITY PROCEDURES FOR NON-REPETITIVE WIRE TRANSFERS (Publication Date 4/26/2002) Customer Name: ______________________________________________

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_______________________________________________ Taxpayer Identification Number: _______________________________________________ 1. Legal Definitions. Except as defined below the words and phrases used in this Wire Transfer Authorization and Security Procedures document will have the meaning as assigned in the Domestic and International Wire Transfer Terms (publication date 11/19/2002) as such terms may be amended. 1.1. “Authorized Initiator” - means any one person designated by the Customer, in a form acceptable to Comerica, who may give Wire Transfer instructions including Non-Repetitive Payment Orders to Comerica in the Customer name, subject to the verification of such Non-Repetitive Payment Order as described below. 1.2. “Authorized Confirmer” - means any one person designated by the Customer, in a form acceptable to Comerica, who must confirm the authenticity of each Non-Repetitive Payment Order received by Comerica in the Customer’s name, subject to the applicable Security Procedure. 1.3. “Non-Repetitive Payment Order” - is a Payment Order of a non-repetitive nature that is signed in the name of an Authorized Initiator and is received by Comerica by mail or by fax at a number designated by Comerica for such purposes. 1.4. “Wire Transfer Business Day” - means Monday through Friday, excluding federal and state holidays, before 4:30 p.m. ET on which we and the Federal Reserve Banks are open for processing Wire Transfers. When funds are invested in Alternative Cash Vehicles, Non-Repetitive Payment Orders must be received 30 minutes prior to the respective fund’s cut-off time in order to be accepted for same day processing. 1.5. “Confirmation Notice” - unless you request otherwise, confirmation of your payment order will appear on your monthly trust statement only. 2. Designated Accounts. Any Customer account that is designated in a Non-Repetitive Payment Order that Comerica is to debit for the Wire Transfer instructions, including the amount of the Non-Repetitive Payment Order and applicable fees. 3. Authorized Initiators/Confirmers. Customer will provide to Comerica documentation, in a form acceptable to Comerica, that contains the names of the Authorized Initiators, Authorized Confirmers and their respective work telephone numbers and specimen signatures.

PLEASE SELECT ONE OF THE FOLLOWING SECURITY PROCEDURES FROM SECTION 4 OR SECTION 5 FOR ALL OF YOUR NON-REPETITIVE PAYMENT ORDERS BY CHECKING THE APPROPRIATE BOX:

4. Security Procedure Non-Repetitive Payment Orders With Call Back. Customer requests and Comerica agrees that the Security Procedure to be used for Non-Repetitive Payment Orders With Call Back and for all other Wire Transfer orders will be as follow:

4.1. An Authorized Initiator shall sign and mail or fax to Comerica, at the number Comerica provides for such purpose, all of the Customer’s Non-Repetitive Payment Orders and other Wire Transfer requests. 4.2. The Non-Repetitive Payment Order or Wire Transfer request shall contain all the information necessary for Comerica to appropriately act on the Non-Repetitive Payment Order or other request. Non-Repetitive Payment Orders shall include beneficiary name, the account number to be credited, the beneficiary bank name and it’s ABA number, the dollar amount of the Non-Repetitive Payment Order and the Designated Account to be debited for the request. 4.3. Comerica will confirm the authenticity of each Non-Repetitive Payment Order or other Wire Transfer request by placing a telephone call to an Authorized Confirmer at the phone number provided by Customer. 4.4. Customer agrees that once Comerica has obtained confirmation of the authenticity of the Non-Repetitive Payment Order or other Wire Transfer request in the manner described in this section, Comerica may accept the Non-Repetitive Payment Order or other Wire Transfer request and process it in accordance with the Domestic and International Wire Transfer Terms, and that no further action is required by Comerica to confirm the authenticity of the Non-Repetitive Payment Order. (If this Security Procedure is selected, please proceed to Section 6)

5. Security Procedure - Non-Repetitive Payment Orders With No Call Back. Customer requests and Comerica agrees that the Security Procedure to be used for Non-Repetitive Payment Orders With No Call Back and for all other Wire Transfer requests will be as follows: 5.1. An Authorized Initiator shall sign and mail or fax to Comerica, at the number Comerica provides for such purpose, all of the Customer’s Non-Repetitive Payment Orders and other Wire Transfer requests. 5.2. The Non-Repetitive Payment Order or Wire Transfer request shall contain all of the information necessary for Comerica to appropriately act on the Non-Repetitive Payment Order or other Wire Transfer request. Non-Repetitive Payment Orders shall include beneficiary name, the account number to be credited, the beneficiary bank name and it’s ABA number, the dollar amount of the Non-Repetitive Payment Order and the Designated Account to be debited for the request.

5.3. Comerica will verify the signature of the Authorized Initiator on the Non-Repetitive Payment Order against the information provided by the Customer that contains specimen signatures of Authorized Initiators as set forth in this Wire Transfer Authorization and Security Procedures document. 5.4. Customer agrees that once Comerica has verified the signature of the Authorized Initiator on the Non-Repetitive Payment Order or other Wire Transfer request in the manner described in this section, Comerica may process it in accordance with the Domestic and International Wire Transfer Terms, and that no call back or further action is required by Comerica to confirm the authenticity of the Non-Repetitive Payment Order or Wire Transfer request. 6. Customer Acceptance. Customer acknowledges that it has received and agrees to the Comerica Domestic and International Wire Transfer Terms published November 19, 2002 as such terms may be revised from time to time. 6.1. Customer also agrees that the Security Procedures described and selected in Section IV or Section V above is commercially reasonable for the types of transactions Customer will conduct. Customer understands that the Security Procedure determines the authenticity of the Payment Order only and does not and is not intended to detect errors in the transmission or the contents of any Wire Transfer communication. _______________________________________________ Signature of Authorized Representative _______________________________________________

Title of Authorized Representative ___________________________ Date

COMERICA TRUST DEPARTMENT WIRE TRANSFER AUTHORIZATION AND SECURITY PROCEDURES FOR REPETITIVE WIRE TRANSFERS (Publication Date 4/26/2002) Customer Name: ___________________________________________

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____________________________________________ Taxpayer Identification Number: ____________________________________________ 1. Legal Definitions. Except as defined below the words and phrases used in this Wire Transfer Authorization and Security Procedures document will have the meaning as assigned in the Domestic and International Wire Transfer Terms (publication date 11/19/2002) as such terms may be amended. 1.1. “Authorized Initiator” - means any one person designated by the Customer, in a form acceptable to Comerica, who may give Wire Transfer instructions including Repetitive Payment Orders to Comerica in the Customer name, subject to the verification of such Repetitive Payment Order as described below. 1.2. “Constant Repetitive Information” - means the name of the beneficiary, the beneficiary account number, the name of the beneficiary bank and it’s ABA number, the account number to be credited, and the Designated Account as provided by Customer to Comerica in a Repetitive Payment Order Template, the form of which must be acceptable to Comerica. 1.3. “Repetitive Payment Order” - is a Payment Order that references the Constant Repetitive Information, is signed in the name of an Authorized Initiator and is received by Comerica by mail or by fax at a number designated by Comerica for such purposes. 1.4. “Wire Transfer Business Day” - means Monday through Friday, excluding federal and state holidays, before 4:30 p.m. ET on which we and the Federal Reserve Banks are open for processing Wire Transfers. When funds are invested in Alternative Cash Vehicles, Repetitive Payment Orders must be received 30 minutes prior to the respective fund’s cut-off time in order to be accepted for same day processing. 1.5. “Confirmation Notice” - unless you request otherwise, confirmation of your payment order will appear on your monthly trust statement only. 2. Designated Accounts. Any Customer account that is designated in a Repetitive Payment Order that Comerica is to debit for the Wire Transfer instructions, including the amount of the Repetitive Payment Order and applicable fees. 3. Authorized Initiators/Confirmers. Customer will provide to Comerica documentation, in a form acceptable to Comerica, that contains the names of the Authorized Initiators, Authorized Confirmers and their respective work telephone numbers and specimen signatures. 4. Security Procedure - Repetitive Payment Order. Customer requests and Comerica agrees that the Security Procedure to be used for a Repetitive Payment Order will be as follows: 4.1. Customer shall provide to Comerica, in a form acceptable to Comerica, one or more Repetitive Payment Order Templates. Each template shall contain Constant Repetitive Information and shall be signed by an Authorized Initiator. Once Comerica determines that a template is acceptable it shall notify the

Authorized Initiator by telephone and Customer may then mail or fax to Comerica Repetitive Payment Orders. 4.2. An Authorized Initiator shall mail or fax to Comerica, at the number Comerica provides for such purposes, each Repetitive Payment Order. Each Repetitive Payment Order must include reference to the Constant Repetitive Information (or Repetitive Number, where available) and the dollar amount of the Payment Order. 4.3. Customer agrees that if a Repetitive Payment Order is received and is signed in the name of an Authorized Initiator, Comerica may accept the request and process it in accordance with the Domestic and International Wire Transfer Terms, and that no further action is required by Comerica to confirm the authenticity of the Repetitive Payment Order. 4.4. Customer understands and agrees that the signature on the Repetitive Payment Order request of an Authorized Initiator is solely for Comerica’s benefit for use in contacting the Authorized Initiator if any of the data in the Repetitive Payment Order is unreadable or otherwise requires clarification. 5. Customer Acceptance. Customer acknowledges that it has received and agrees to the Comerica Domestic and International Wire Transfer Terms published November 19, 2002 as such terms may be revised from time to time. 5.1. Customer also agrees that the Security Procedure described in Section IV is commercially reasonable for the types of transactions Customer will conduct. Customer understands that the Security Procedure determines the authenticity of the Payment Order only and does not and is not intended to detect errors in the transmission or the contents of any Wire Transfer communication. _______________________________________________ Signature of Authorized Representative _______________________________________________ Title of Authorized Representative ___________________________ Date

DEPARTMENT WIRE TRANSFER SERVICE REPETITIVE PAYMENT ORDER TEMPLATE REQUEST FORM

New Terminate This Template Repetitive ID #_______________

REQUEST TYPE (Choose One):

Choose One: Domestic U.S. Dollar International U.S. Dollar

International Foreign Currency Code: ________________________

CUSTOMER/ORIGINATOR INFORMATION

Debit Account Number Customer Account Name

Address (Street, City, State, ZIP, Country)

BENEFICIARY BANK INFORMATION

Beneficiary Bank Information Routing & Transit No. or SWIFT/BIC Code

Account No. (If applicable)

Beneficiary Bank Name Beneficiary Bank Address

(Street, City, State, ZIP, Country) BENEFICIARY INFORMATION

Beneficiary Account No.

Beneficiary Name Beneficiary Address

(Street, City, State, ZIP, Country) INTERMEDIARY BANK (If Any)

Intermediary Bank Information Routing & Transit No. or Swift Code

Intermediary Bank Name Intermediary Bank Address

(Street, City, State, ZIP, Country) SPECIAL INSTRUCTIONS

For International Wires, include special routing information as required by foreign bank. CUSTOMER AUTHORIZATION

This Repetitive Payment Order Template request is made subject to the terms of the Department Wire Transfer Service Domestic & International Wire Terms (pub. date 7-24-08) and the Customer Acceptance Document. Customer Name: _____________________________________________________________________ X___________________________________________________________________________________ Date: ___________________________________ Signature of Customer’s Authorized Agent* _____________________________________________________________________________________ Printed Name of Authorized Agent* *Note: This Template must be signed by a person designated as an Authorized Agent on your Declaration. Submit this completed and signed Template form in accordance with the requirements of your Customer Acceptance Document. See Customer Acceptance Document regarding assignment or Repetitive ID and Revocation of Template. Changes to this Template require a new Template Request. Comerica Business Unit Use Only: Business Unit Employee Validating Template Print Name: Date Received:________________

Validation of Customer’s Authorized Agent signing this Form: Verified Authorized Agent’s name against current Customer Acceptance Document Called this or another Authorized Agent to confirm the Template

Date: __________________

Business Unit Initiator: Print Name: _______________________________ Signature: ________________________________

Faxed to GFT Date: ______________ Time: ___________

Repetitive ID #___________________ Rec’d On : _____________________________

Gave ID to Customer on:

GFT USE ONLY Maintenance Performed By: Date

Verified By: Date

Repetitive ID Number Assigned by GFT: DeptWireTransferServiceRepetitiveWireTemplate7-24-08

COMERICA CHECKLIST AND INSTRUCTIONS FOR REPETITIVE WIRE TRANSFERS 1. Read Domestic and International Wire Transfer Terms

and keep for further reference. 2. Read Trust Department Wire Transfer Authorization and

Security Procedures for Repetitive Wire Transfers. Please include your organization’s name and Taxpayer Identification Number in the spaces provided. Please sign this document and return the original to your Relationship Manager.

3. Please complete the Comerica Bank Institutional Trust

Department Authorized Signers List and return to your Relationship Manager to update our files.

4. Complete the Comerica Bank Trust Department

Repetitive Wire Payment Order Template for all transfers made by Comerica on your behalf and return to your Relationship Manager.

a. The directive received by Comerica Bank does not

need to be on this actual form. Comerica Bank will continue to honor all directives provided that, at a minimum, the information contained in the template is referenced in a formal letter of direction.

b. Please note that your Relationship Management Team

at Comerica will try to identify and complete as much of this form for your convenience. However, we must have the original signed by an Authorized Initiator named on the account.

5. When necessary, instruct Comerica Bank to wire money on

your behalf referencing the repetitive instructions on file.

CHECKLIST AND INSTRUCTIONS FOR NON-REPETITIVE WIRE TRANSFERS 1. Read Domestic and International Wire Transfer Terms

and keep for further reference. 2. Read Trust Department Wire Transfer Authorization and

Security Procedures for Non-Repetitive Wire Transfers. Please include your organization’s name and Taxpayer Identification Number in the spaces provided. Please indicate your preference to receive Call Back confirmation by checking the box in either Section 4 or Section 5 of this document. Please sign this document and return the original to your Relationship Manager.

3. Please complete the Comerica Bank Institutional Trust

Department Authorized Signers List and return to your Relationship Manager to update our files.

a. If you select to receive Call Back Confirmation of your

transfer requests, please have each individual listed on the above document complete a Comerica Bank - Institutional Trust Department Authorized Initiator/Confimer Verification Form and mail the original to your Relationship Manager. This information will be used to verify the authenticity of the request.

4. When necessary, instruct Comerica Bank to wire money on

your behalf. Please be sure to include, at a minimum, the following information in each directive:

a. Account to charge

b. Name of Beneficiary

c. Beneficiary’s Bank Name

d. Beneficiary’s Bank ABA No.

e. Beneficiary’s Account No.

f. A signature of an authorized individual for your

organization.

Documents

REQUEST FOR PROPOSAL - frrsma.com€¦ · Comerica Bank is committed to providing our clients with personalized and exceptional service. This proposal describes our products, services