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INVESTOR ACCOUNT AGENCY AGREEMENT The City of Moscow (herein called Depositor) and Davidson Trust Company (herein called Agent) hereby establish an investment agency account. Account Name Address Federal Tax ID Number Account number City of Moscow PO Box 9203 Moscow ID 83843 82-6000227 11683208 THE DEPOSITOR(S) IS (ARE) D D An individual person Estate A municipal corporation Trust D Joint owners, with rights of survivorship D D A partnership An Association Owners with separate fractional ownership, (in equal shares unless differently divided as indicated in the special provisions section.) NATIONALITY OF DEPOSITOR D United States Citizen D Other (Name of Country) AUTOMATED CASH MANAGEMENT Yes D No STATEMENTS ARE TO BE MAILED D Quarterly D Semi-Annually D Annually TEMPORARY CASH BALANCES SHALL BE INVESTED IN Tax-free money market funds D Taxable money market funds Other US Government Securities I 071!3/00 2000-66 ---PAGE BREAK--- INVESTMENT RESPONSIBILITY FOR THE ACCOUNT k3'J The agent shall have sole investment responsibility for the investments in this account. Bill Goesling shall be the Financial Consultant. D Joint Responsibility- The agent will provide advisory service to the Depositor and the Depositor must approve all investment changes. D The Agent shall have no responsibility for the investments in this account. INVESTMENT OBJECTIVE D Fixed Income (current income) [gJ Growth and Income (income and long-term capital growth) D Balanced Grm.vth (capital growth and income) D (capital appreciation) D Aggressive Growth (fully invested equity) NET INCOME ON INVESTMENTS IN THE ACCOUNT SHALL BE k3J Retained in the Investment Account D Credited to the Depositor's checking account, quarterly. D Other RECEIPT OF INVESTMENT PUBLICATIONS k3J Depositor does not wish to receive individual company financial reports, proxy solicitations, and confirmation of individual transactions, subject to instructions in the special provisions section. DEPOSITOR NOTIFICATION OF TRADES I do k3J do not D want to be advised of security transactions in my account (confirmation of security transactions) and Davidson Trust Co. will be held harmless for any and all liability relating to security transactions initiated by the Depositor or his/her representative. GENERAL PROVISIONS Depositor acknowledges that Agent is or may be subject to withholding of income taxes at the source, reporting obligations to state and federal tax authorities. If this Investment Account is managed and invested by the Agent, it shall be responsible to the Depositor for the validity, regularity, quality, value, and genuineness of all investments and securities 2 07113/00 ---PAGE BREAK--- at the time said investments are made, and for the safekeeping of the evidences and securities thereof. In acquiring, investing, reinvesting, exchanging, retaining, selling, and managing the Investment Account, the Agent shall exercise the judgment and care under the circumstances then prevailing, which men of prudence, discretion, and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. Within the limitations of the foregoing standard, the Agent may retain property properly acquired without limitation as to time and without regard to its suitability for original purchase. If any investments are directed by the Depositor, the Agent must follow and carry out the Depositor's directions and shall not be liable or responsible for any loss, damage or injury which may occur to or be incurred by the Depositor by reason of the performance of the directions. Directions will be issued in writing, provided that the Agent may act upon directions given personally or by telephone (if reasonably believed to be genuine) and may require written confirmation of such directions. If this Investment Account is invested at the direction of the Depositor with the investment advice of the Agent, such advice shall be formulated in the exercise of judgment and care under the circumstances then prevailing, which men of prudence, discretion, and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. Whether the Investment Account is managed and invested by the Agent or invested at the Depositor's direction, the Agent shall have the following general powers and responsibilities, which are recited as extensions of and not as limitations of its authority: a) keep documents safe and secure; b) receive dividend and interest payments, other distributions, and present coupons and bonds for collection and execute any documents necessary for the collection of funds due; c) vote for and exchange securities in connection with any reorganization, recapitalization or refinancing unless such action requires the exercise of business judgment and the Investment Account is invested at Depositor's direction, in which case Agent will forward to Depositor any printed material received with respect to such matters; d) vote or give proxies for shares to be voted on ordinary business of corporations in which the Investment Account holds stock; e) utilize a nominee name for registration of securities; f) invest funds in time savings certificates/certificates of deposit, savings accounts or any other interest-bearing instruments as agent deems appropriate. Agent shall be compensated for its services in accordance with its standard schedule of charges as published from time to time. In the general administration of this investment account, agent may utilize daily access money market mutual funds for cash management purposes. IT IS EXPRESSLY UNDERSTOOD AND HEREBY APPROVED THAT THE PROVIDER(S) OF SUCH FUNDS MAY COMPENSATE THE AGENT DIRECTLY FOR ACCOUNTING AND PROCESSING SERVICES PROVIDED TO THE FUND, WITH SAID COMPENSATION BEING IN ADDITION TO THE AGENT'S STANDARD SCHEDULE OF CHARGES. It is further understood and agreed that all security transactions with respect to the Investment Account, including transactions in which D.A. Davidson & Co. acts as an agent be executed through D.A. Davidson & Co. at D.A. Davidson & Co.'s commission schedule, if applicable, in effect at the time of the transaction. I understand that such charges shall be separate from, and in addition to, the Agency fees charged by the Agent. I further understand that Davidson Trust Co. is an affiliate of D.A. 3 07/13/00 ---PAGE BREAK--- Davidson & Co. The Agent is specifically prohibited from purchasing securities from D.A. Davidson & Co. when D.A. Davidson & Co. is acting as a principal to the transaction. This Investment Agreement may be terminated by Agent or Depositor at any time, by a written notice delivered to the other. In the case of the death of an individual Depositor without survivorship rights provided in this agreement, notice of death shall terminate this agreement. As soon as practical after any termination, all property held in the account shall, whenever possible, be delivered in kind to the Depositor or his authorized representative. In addition, Agent may, on behalf of Depositor, use various services offered by any of its affiliated companies, which are wholly owned non-bank subsidiaries of DADCO. SPECIAL PROVISIONS Agent shall assist Depositor in effectuating the transfer of assets from the Hamilton Estate to the Depositor. Agent shall provide trust services on behalf of Depositor pursuant to the Bobby C. Hamilton Charitable Remainder Annuity Trust For Glenna Lowe Hamilton. Agent shall provide investment services through Davidson Investment Advisors at the direction of Bill Goes ling, Financial Consultant. The total fee for all services shall be .75% of the market value of the assets on deposit, pursuant to the fee agreement attached to this document as "Schedule "Assets on deposit" shall not include real estate. This Investor Account Agency Agreement shall replace the custodial agreement signed by the parties on 17 August 2000. r,L Dated this day of _ - - = DEPOSITOR(S) By: FINANC AL CONSULTANT DAVIDSON TRUST CO. \ By: ill ·D v o;J 4 07113/00 ---PAGE BREAK--- Schedule F Wrap Fee Agreement Davidson Trust and the client agree to the fees described below which will be charged to the account and deducted directly from the account. These fees include Financial Aim's advisory fee and trading commissions. A pro rata fee will be charged if the account is closed within billing period. These fees do not include charges to the account resulting from special services. Davidson Trust may also receive 12b-1 fees from any mutual fund held in the account. Fees will be calculated for each fiscal quarter in accordance with the following schedule: Base Fee: $0.00 .75% of assets on deposit Minimum Annual Fee: $0.00 Date # Davi Trust by. The foregoing fee schedule is currently in effect at Davidson Trust Co. but may be adjusted in the future. Your account fee will be subject to that adjustment.