=============

Page 1 of 1

=============







T



Harris Bretall Sullivan & Smith L.L.C.



INVESTMENT ADVISORY AGREEMENT



between

Harris Bretall Sullivan & Smith t_.1_.c., a Delaware corporation



and

.i.+, fK 1 J P. r



THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is entered into as of the

day of ,20M 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").



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 the "Specified Broker")

for supervision by Adviser, together with all earnings, profits and proceeds thereon and all substitutioRs

thereto (coilectiveiv. the "Account"). Client may make additions to the Account by depositing or causing to

he 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 may he 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.

Investment Discretion. Except to the extent Client otherwise instructs Adviser in writing. Client hereby

grants Adviser ft" reinvestments and other transactions

for the Account vestment Objectives set forth on the

attached client q estment Restrictions set forth on the

Questionnaire. ' nent Objectives and/or Investment

Restrictions, Ad or employees to (a) purchase, sell.

exchange, exerci rities, instruments and obligations of

every descriptio V,~ mey market and other mutual fund

shares. notes, cc nd options or other rights to acquire

anv of the forest ket and other mutual fund. trust, pan-

nership, associal ake such other actions, or direct the

Specified Broke e of Adviser may deem necessary or

desirable to carr



3. Custodian. Ciier

than for the Accc

vided in Paragra



-1-



e Specified Broker to serve as custo-

todian of the Account. Except as pro-

ion or custody of any Account assets.



LAY-G20 0923



3F001-00873