BBH Investment Management Client Disclosure

Investment Management Agreement

APPENDIX E

This Management Agreement is dated as of , 1999 (this "Agreement") and is by and between , a Delaware limited liability company (the "Manager"), and , L.P., a Delaware limited partnership (the "Partnership").

RECITALS

WHEREAS, the Partnership is engaged in a business as more fully described in the Partnership Agreement;

WHEREAS, the Partnership desires to engage the Manager to provide advisory and management services;

WHEREAS, the engagement of the Manager is authorized by the Partnership Agreement and the Manager agrees to act consistent with the Partnership Agreement and guidelines established by the Investment Committee;

NOW, THEREFORE, in consideration of the agreements made herein and intending to be legally bound hereby, it is agreed by and between the parties hereto as follows:

1. Capitalized Terms. Capitalized terms used and not otherwise defined herein shall have the respective meanings attributable to such terms in the Partnership Agreement.

2. Appointment of Manager. The Partnership appoints, as of the date hereof, the Manager to act as manager of the Partnership pursuant to the terms of this Agreement, the Partnership Agreement and the guidelines established by the Investment Committee.

3. Provision of Services by Manager. The Manager shall engage and maintain personnel for the purpose of identifying and structuring transactions and assisting with services to the Partnership, including:

(a) providing general business advice, including recommendations as to, and identification of, potential investments;

(b) conducting due diligence in connection with potential investments;

(c) structuring and negotiating transactions;

(d) identifying, structuring, negotiating, obtaining financing and arranging introductions;

(e) supervising preparation and review of transaction documents;

(f) monitoring the performance of Portfolio Companies and providing advice during the term of the investment;

(g) providing management and financial planning;

(h) developing and assisting in the execution of exit strategies;

(i) furnishing data processing, telephone, telecopy, clerical, executive, administrative and office services;

(j) communicating with the Partners;

(k) maintaining principal records and books of account;

(l) determining distribution amounts and disbursing payments;

(m) assisting with accounting policies and consulting with accountants, counsel and custodians;

(n) reviewing independent accountants' services and filing tax returns;

(o) opening, maintaining and closing bank accounts and drawing checks;

(p) providing such assistance as generally may be required to properly carry on the business and operations of the Partnership.

The Manager shall perform its obligations in good faith and in a diligent and timely manner.

The Manager may enter into contracts and transactions on behalf of the Partnership with any Affiliate of the Manager, provided the terms are fair and reasonable.

Notwithstanding the services provided, the Manager shall be deemed to be an independent contractor and not a partner of the Partnership.

4. Indemnification Of Manager. The Partnership shall indemnify and hold harmless the Manager and Related Persons to the maximum extent permitted by applicable law, subject to the stated conditions.

5. Non-exclusivity; Other Activities. The Manager may provide services of a like nature to other persons, subject to compliance with the Partnership Agreement.

During the Commitment Period, the Manager and Related Persons may engage independently in other business ventures and activities, subject to the restrictions stated herein.

The Partnership expressly agrees that certain fees from Portfolio Companies and other Persons may be earned by the Manager or Related Persons and, subject to section 8, may reduce Management Fees.

6. Referral of Opportunities. During the Commitment Period, the Manager shall disclose and refer investment opportunities of a kind suitable for the Partnership, except as otherwise permitted.

7. Term. The term of this Agreement shall be the same as the term of the Partnership and may be terminated by the Partnership upon ninety (90) days written notice.

8. Remuneration. The Partnership hereby agrees to pay management fees ("Management Fees") to the Manager, including:

(a) during the Commitment Period, an annual amount equal to two percent (2%) of the aggregate Capital Commitments;

(b) after the Commitment Period, an annual amount equal to two percent (2%) of the aggregate Capital Contributions, subject to reductions described in this Agreement.

All such Management Fees shall be paid quarterly in advance at the beginning of each Management Fee Quarter.

The Manager shall notify the Partnership of the Management Fees payable at the beginning of each Management Fee Quarter.

9. Expenses. During the term of this Agreement, the Manager shall be responsible for its own normal day-to-day operating expenses. The Partnership shall be responsible for Partnership Expenses as set forth in the Partnership Agreement.

10. Monitoring Activities. In connection with Monitoring Activities, the Manager may enter into contractual or other arrangements with Portfolio Companies, and such fees shall be applied to reduce Management Fees.

11. Certain Determinations by the Manager. The Manager shall determine which payments, amounts, damages, expenses, obligations and other items were in connection with activities performed pursuant to this Agreement.

12. Liability of Manager. Neither the Manager nor Related Persons shall be liable to the Partnership, any Partner or any other Person except as expressly provided herein.

13. Miscellaneous Provisions.

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

13.2 Amendment. This Agreement may be amended by written agreement signed by the Partnership and the Manager, with the consent of Two-Thirds in Interest.

13.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

13.4 Captions. Captions are inserted only as a matter of convenience.

13.5 Severability. If any provision is held invalid, the remaining provisions shall remain in effect.

13.6 Counterparts. This Agreement may be executed in several counterparts.

13.7 Submission to Jurisdiction. Each party consents to the jurisdiction of the courts of the State of New York and the United States federal courts for the Southern District of New York.

13.8 Waiver of Trial by Jury. Each party irrevocably waives all right of trial by jury in any action arising out of or in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.