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Harris Bretall Sullivan & Smith L.L.C.

INVESTMENT ADVISORY AGREEMENT
between

Harris Bretall Sullivan & Smith1L.L.c., a Delaware corporation

  and
IGr 41:~.r -ii.. i_L i

THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is entered into as of the
10+s day of k e a r_h 30M between Harris Bretall Sullivan & Smith L.L.c., a
Delaware corporation ("Adviser"), and the individual, corporation, partnership, trust, plan that is or may become
subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other entity set forth on the signature page below ("Client"). This Agreement shall be effective as of the later of
(a) the date on which both Client and Adviser have executed this Agreement and (b) the date on which the
Account (defined below) first contains any assets (such date, the "Effective Date").
1. Account. Client hereby appoints Adviser, and Adviser accepts such appointment, to act as the sole and
exclusive investment adviser with respect to such cash, securities and notes as Client from time to time shall
deposit or cause to be deposited with PLt (the "Specified Broker")
for supervision by Adviser, together with all earnings, profits and proceeds thereon and all substitutions
thereto (collectively, the "Account"). Client may make additions to the Account by depositing or causing to
be deposited with the Specified Broker for supervision by Adviser additional cash, securities or notes. Client
may make withdrawals from the Account upon notice to Adviser. Client understands and agrees that funds
in the Account held pending investment rnarbe temporarily invested in one or more money market mutual
funds (the "Sweep Account") made available by Specified Broker (whether or not such mutual funds are
managed by an affiliate of Specified Broker) selected by Client. Client, as well as all other fund sharehold-
ers, will bear a proportionate share of the expenses-of those mutual funds in which Sweep Account assets
are invested, including, to the extent permitted by applicable law, certain management and distribution fee
expenses, certain of which are payable to Specified Broker and/or its affiliates. Client further agrees and
understands that the market value of the Account used to calculate Adviser's fees as described in Paragraph
5 of this Agreement include assets in the Sweep Account.

2. Investment Discretion. Except to the extent Client otherwise instructs Adviser in writing, Client hereby
grants Adviser full and exclusive discretion to manage all investments, reinvestments and other transactions
for the Account as Adviser deems appropriate in furtherance of the Investment Objectives set forth on the
attached client questionnaire ("Questionnaire") and subject to the Investment Restrictions set forth on the
Questionnaire. Subject to any limitations set forth in the Investment Objectives and/or Investment
Restrictions, Adviser shall be empowered through any of its officers or employees to (a) purchase, sell,
exchange, exercise or otherwise trade for the Account any and all securities, instruments and obligations of
every description, including without limitation all stocks, bonds, money market and other mutual fund
shares, notes, commercial paper, trade acceptances, loans, deposits, and options or other rights to acquire
any of the foregoing issued or incurred by any corporation, money market and other mutual fund, trust, part-
nership, association, firm, institution or governmental body and (b) take such other actions, or direct the
Specified Broker to take such other actions, as any officer or employee of Adviser may deem necessary or
desirable to carry out the purpose and intent of the foregoing.
3. Custodian. Client hereby notifies Adviser that Client has appointed the Specified Broker to serve as custo-
dian for the Account. Under no circumstances shall Adviser act as a custodian of the Account. Except as pro-
vided in Paragraph 5, Adviser shall not take or receive physical possession or custody of any Account assets.

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A HARRiE BRETALL
  H 3-d S..&- & S.,.m ,..c

4. Specified Broker. Client hereby directs Adviser to cause all transactions for the Account to be executed through
the Specified Broker. Client acknowledges that (a) Adviser will not negotiate brokerage commissions with
respect to transactions executed by the Specified Broker for the Account because Client has separately negotiated
a fee with Specified Broker and, as a result, Client maybe paying higher commissions than those paid by clients
of Adviser who have not directed Adviser to execute transactions through the Specified Broker: (b) Adviser may
not be able to aggregate trades and obtain volume discounts for the Account with those of Adviser's other clients
that have not directed Adviser to use the Specified Broker and therefore Client may not receive best execution
with respect to certain transactions effected for the Account; and (c) a portion of Adviser's clients, including
Client, are referred to Adviser by the Specified Broker and conflicts may arise between Client's interest in
receiving best execution with respect to transactions effected for the Account and Adviser's interest in receiving
future client referrals from the Specified Broker. Client represents to Adviser that Client has determined that the
direction of the Account's brokerage to the Specified Broker is far the exclusive benefit of Client and shall not
cause Client to engage in a prohibited transaction (as defined in the Employee Retirement Income Security Act of
1974, as amended ("ERISA")) if Client is subject to ERISA.

Adviser's Fees. As compensation for services rendered to Client, Adviser shall receive an annual fee equal to
1_p % of the market value of the Account. Such fee is payable quarterly in advance on (a) the first day of each
calendar quarter or (b) the Effective Date in the case of the first calendar quarter. Adviser's fee for each calendar
quarter during which this Agreement is in effect shall be equal to the amount obtained by multiplying (a) the
market value of the Account as of the close of business on the last Business Day (as defined below) of the
calendar quarter immediately preceding the date on which such fee is due and payable by (b) one-fourth (1/4th) of
1_D %: provided, however, that for purposes of calculating Adviser's fee for the first calendar quarter or partial
calendar quarter during which the Agreement is in effect, the market value of the Account shall be determined as
of the opening of business on the Effective Date (or first Business Day thereafter if the Effective Date is not a
Business Day). (A "Business Day" shall be any day that the New York Stock Exchange is open for trading.) If (a)
the Effective Date is any day other than the first day of a calendar quarter or (b) this Agreement is terminated as
of any day other than the last day of a calendar quarter, the fee that shall be payable to Adviser for such first or
last calendar quarter shall be calculated as set forth in this Paragraph 5 and then prorated to reflect the number of
days in such calendar quarter that the Agreement was (or will be) in effect. Adviser shall not receive
compensation from Client on the basis of a share of capital gains upon or capital appreciation of the Account or
any portion of the Account.

Payment of Adviser's Fees. Except to the extent Client otherwise instructs Adviser in writing, Client hereby
authorizes Adviser to charge the Account for the full amount of Adviser's fees as such fees become due and
payable: provided that Adviser sends simultaneously to Client and the Specified Broker a fee statement showing
(a) the amount of the fee, (b) the market value of the Account on which the fee was based and (c) the specific
manner in which the fee was calculated; and provided, further, that Client shall direct the Specified Broker to
send to Client at least quarterly a statement indicating all amounts disbursed from the Account, including the
amount of all fees paid to Adviser.

Voting of Proxies. Except to the extent that a Client notifies Adviser in writing that a named fiduciary of Client has
under any applicable instrument retained discretion or delegated discretion to any other party. Client hereby
authorizes and directs Adviser to vote (by proxy or otherwise) in all matters for which a shareholder vote is
solicited by, or with respect to, issuers of securities beneficially held by the Account in such manner as Adviser
deems appropriate in accordance with the written policies and procedures established by Adviser from time to
time, copies of which policies and procedures will be made available to Client upon Client's written request.
With regard to all other matters for which shareholder action is required or solicited with respect to securities
beneficially held by the Account (such as all matters relating to class actions, including without limitation,
matters relating to opting in or opting out of a class and approval of class settlements), Client hereby authorizes
Adviser to take such action as Adviser deems appropriate, except to the extent that Client otherwise directs
Adviser in writing.

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.AI HARRIS SR=AI
  .i: ,, 3nm1 S.L1i & S.it csc

Client's Investment Objectives and Investment Restrictions. The investments for Client by Adviser shall be
governed at all times by Client's investment objectives and investment restrictions set forth on the Questionnaire
and any other written instructions covering Client's investment objectives and investment restrictions delivered
by Client to Adviser (collectively, the "Investment Objectives" and "Investment Restrictions," respectively).
Client shall promptly advise Adviser in writing of any subsequent changes to Client's Investment Objectives or
Investment Restrictions. Unless Client notifies Adviser in writing of specific Investment Restrictions, the
transactions effected for the Account shall be deemed not to be restricted by any instruction of Client, or any law
applicable to, or any contract or instrument binding, Client or the Account. Adviser will refrain from purchasing
specific securities or categories of securities for the Account if such securities or categories of securities are
Investment Restrictions. Client shall give Adviser prompt written notice if Client deems any transaction effected
for the Account to be in violation of the Investment Objectives and/or the Investment Restrictions.

9. Non-Exclusive Contract.

(a) Adviser may give advice, and take action, with respect to other Clients' accounts which may differ from the
advice given, or the timing or nature of action taken, with respect to the Account. Adviser shall have no
obligation to purchase or sell for the Account, or to recommend for purchase or sale by the Account, any
security which Adviser, its principals, officers, directors, or employees, or any family member thereof may
purchase or sell for themselves or for any other Client. Client acknowledges that Adviser and/or any of its
principals, officers, directors or employees or any family members thereof may have an interest in one or
more securities in which transactions are effected for the Account or in any issuer thereof.

(b) Client further acknowledges that Adviser may, in its sole discretion. aggregate purchases or sales of any
security effected for the Account with purchases or sales. as the case may be, of the same: security effected on
the same day for the accounts of one or more of Adviser's other clients. When transactions are so aggregated,
(a) the actual prices applicable to the aggregated transaction will be averaged, and the Account and each
other account participating in the aggregated transaction shall be deemed to have purchased or sold its share
of the security involved at such average price and (b) all transaction costs incurred in effecting such an
aggregated transaction shall be shared on a pro rata basis among all accounts participating in such aggregated
transaction.

(c) When recommending or effecting a transaction in a particular security for more than one client, Adviser shall
allocate such recommendations or transactions among all clients for whom such recommendation is made or
transaction is effected on such basis as Adviser deems equitable. Client acknowledges that, unless
transactions for multiple clients are aggregated pursuant to Paragraph (b) above, transactions in a specific
security may not be recommended or effected at the same time or at the same price for all client accounts for
which such transaction will be recommended or effected. Nothing in this Agreement shall be deemed to
require Adviser to give Client priority over any other client.

10. Confidentiality of Account Investments/Operations. Except to the extent disclosure is made pursuant to any
governmental reporting requirement or otherwise required by law, all information regarding Client's identity and
affairs shall be regarded as confidential by Adviser, and all information regarding investments of, and investment
advice given by Adviser with respect to the Account, shall be regarded as confidential by both Adviser and
Client.

11. Limitation of Liability. Adviser assumes no responsibility under this Agreement other than to render the services
called for hereunder in good faith and in a professional manner. Adviser shall not be liable to Client or to Client's
successors or legal representatives for (a) honest mistakes in judgment or for losses due to such mistakes or for
any other loss or damage arising out of or based upon any act or omission by Adviser, including Adviser's
effecting or failing to effect any transaction, unless Adviser has knowingly violated any applicable law or is
adjudged to have been grossly negligent or to have engaged in willful misconduct or (b) Adviser's



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LBF001-00869


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. d# HARRIS BRETAi
  .Y/lRr r~IRI{j.iY~ww S jwrM LL.

failure to make any recommendation or effect any transaction for the Account on the basis of information known
to Adviser where the utilization of such information could, in Adviser's opinion, constitute a violation of anv
applicable law, rule or regulation, or the breach of any Fiduciary duty or confidential relationship between
Adviser and any other person. In any event. Adviser shall not be responsible for any loss or damage incurred by
reason of any act or omission of the Specified Broker. Notwithstanding the foregoing, the federal and certain state
securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore
nothing herein shall in any way constitute a waiver or limitation of any rights which Client may have under any
federal or state securities law or ERISA, if applicable.

12. Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue until
terminated by Adviser or Client as provided in this Agreement. This Agreement may be terminated by Client
upon written notice to Adviser. This Agreement may be terminated by Adviser upon thirty (30) days' prior
written notice to Client. All actions taken by Adviser prior to the effective termination of this Agreement shall be
binding upon Client and any successor or legal representative thereto. The provisions of Paragraphs 11 and 12
and any other provision in this Agreement relating to the limitation of Adviser's liability shall survive the
termination of this Agreement.

13. Assignment. No assignment of this Agreement by Client shall be effective without Adviser's written consent. No
assignment (as that term is defined in the Investment Advisers Act of 1940 as amended (the "Advisers Act") or in
any applicable state securities law) of this Agreement by Adviser shall be effective without Client's written
consent unless otherwise permitted under the Advisers Act and such state law.

14. Reoresencations of Client. Client hereby acknowledges, represents and warrants to, and agrees with Adviser that
(a) Client has full authority and power to engage Adviser under the terms and conditions of this Agreement and
the engagement of Adviser pursuant to the terms of this Agreement does not violate any document or applicable
law governing Client; (b) Client is the owner of all Account assets and there are no restrictions on the transfer or
sale of any such Account assets; (c) Client has received Part II of Adviser's Form ADV or a written document
containing at least the information contained in such Part 11 of Form ADV (either document, the "Form ADV
Brochure") but acknowledges that if Adviser has not delivered the Form ADV Brochure to Client at least 48
hours prior to entering into this Agreement with Client, Client may terminate this Agreement in accordance with
Paragraph 13 without penalty within five (5) Business Days after entering into this Agreement: provided, that any
investment action taken by Adviser with respect to the Account prior to such termination shall be at Client's risk:
(d) Client, either alone or with Client's independent agent, has reviewed and understands the matters set forth in
this Agreement and the Form ADV Brochure and Client has received all information that it deems necessary or
desirable in connection with its decision to enter into this Agreement: (e) Client acknowledges that the past
performance results achieved by accounts supervised and/or managed by Adviser may not be indicative of the
performance results of the Account; and (f) Client shall promptly notify Adviser in writing of any changes to the
Account of which Adviser would not otherwise have knowledge. If Client is subject to the provisions of ERISA,
Client further acknowledges, represents and warrants to, and agrees with Adviser that the fiduciary whose name is
set forth on the signature page to this Agreement and on any exhibit hereto on behalf of Client has full authority
and power to execute this Agreement on behalf of Client, and any individual whose signature is affixed to this
Agreement and/or any exhibit hereto on behalf of such fiduciary has full authority and power to execute this
Agreement on behalf of such fiduciary. Any such fiduciary, individual and/or Client shall promptly notify Adviser
in writing of any event that could reasonably be anticipated to affect such fiduciary's or individual's authority
under this Agreement.

15. Representations of Adviser. Adviser hereby acknowledges, represents and warrants to, and agrees with Client that
(a) Adviser is duly registered as an investment adviser under the Advisers Act: (b) Adviser is duly registered or
validly exempt from registration as an investment adviser under applicable state laws: (c) Adviser will take all
actions necessary to remain duly registered or validly exempt from registration as an investment adviser under
federal and applicable state laws during the term of this Agreement; and (d) if Client is subject to ERISA, Adviser
acknowledges that it is a fiduciary (as defined in ERISA) with respect to Client.

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_BF001-00870


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.,Ir'i HARRIS BRETAL
  N..+ir B -d Srli:+.w b 5-A -a

16. ERISA Bonding. If Client is subject to the provisions of EF.ISA. Adviser shall obtain and maintain during the
term of this Agreement coverage under any bond required by ERISA or other applicable law with respect to
fiduciaries for (a) Adviser and (b) any officer, director, employee or agent of Adviser whose inclusion is required
by law. Client agrees to provide Adviser with any information regarding Client that Adviser shall reasonably
request in order to obtain an appropriate bond.

17. Reports to Client. Adviser shall provide or cause to be provided to Client (a) notification of each transaction
effected for the Account within a reasonably practicable time after such transaction has taken place and (b)
statements of the Account, including the Account Value, at least quarterly. Adviser shall be reasonably available
to discuss Client's individual needs during normal business hours.

18. Amendment. This Agreement may be amended only by the mutual written consent of both Client and Adviser,
except as otherwise expressly provided in this Agreement, and except that Adviser may modify its fee schedule
upon forty-five (45) days' notice to Client.

19. Notices and Other Communications. All notices and other communications contemplated by this Agreement shall
be sufficiently given if (a) deposited, postage prepaid, in a united States mail letter box, (b) delivered personally,
(c) delivered by overnight air courier or (d) communicated by telecopy, to the following address:

If to Adviser: Harris Bretall Sullivan & Smith LL.c.
One Sansome Street. Suite 3300
  San Francisco, California 94104
Facsimile: (415) 765-8397

If to Client: To the address set forth on the signature pace to this Agreement

or to such other address or addresses as shall be specified in a notice similarly given, or delivered to such
addressee in person or by other means: provided, however, that Client may make partial withdrawals from the
Account pursuant to Paragraph 1 upon oral notice to Adviser. Any such notice shall be deemed effectively given
upon actual receipt, or if deposited in the United States mail, five (5) days after it is so deposited.

20. Arbitration. Client agrees that any controversy or claim, including, but not limited to. errors and omissions arising
out of or relating to this Agreement or the breach thereof, shall be settled by arbitration in accordance with the
Code of Commercial Arbitration of the American Arbitration Association and judgment upon the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration shall be held in the
County of San Francisco, State of California.

21. Governing Law. To the extent not inconsistent with applicable federal law, this Agreement shall be construed in
accordance with and governed by the laws of the State of California applicable to contracts entered into and
wholly to be performed in the State of California by California residents.

22. Entire Agreement. This Agreement comprises the entire understanding and agreement between Adviser and
Client as of the date of this Agreement and supersedes all prior and contemporaneous discussions, negotiations,
agreements. understandings and communications with respect to the subject matter of this Agreement.

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IN WITNESS WHEREOF, Client and Adviser have executed this Agreement as of the date first set forth above.

  Client:

Client:

COMPLETE THE FOLLOWING SECTION
IF CLIENT IS A NATURAL PERSON

  COMPLETE THE FOLLOWING SECTION
IF CLIENT IS A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY

(Name of Client typed or printed)

By: By:
(Signature) (Signature)

(Name & title of signatory typed or printed) (Name & title of signatory typed or printed)

Date) (Date)

Adviser: Harris Bretall Sullivan & Smith L.L.C.
By-
  ~~n~nn c5rn,~t.. C.F74
Name: ~~n"

  Title.
Date: 3110100

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LAY-G20 0922

.BF001-00872



  (Da