Legal IMA Agreement

LEGAL IMA AGREEMENT

This Investment Management Agreement (the "Agreement") is made and entered into as of by and between Client Name: ("Client"), and Manager Name: ("Manager").

RECITALS

WHEREAS, Client desires to engage Manager to provide discretionary investment management services with respect to certain assets described in Schedule A attached hereto and incorporated herein; and

WHEREAS, Manager represents that it possesses the experience, personnel and expertise necessary to provide such investment management services and is duly authorized and qualified to perform the obligations set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Manager will manage the assets of Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Assets" means the securities and other property delivered by Client to Manager for investment management under this Agreement. "Business Day" means any day on which commercial banks are open for business in the jurisdiction specified in Section 18 (Governing Law).

2. APPOINTMENT AND AUTHORITY

Client hereby appoints Manager as investment manager with full discretionary authority to buy, sell, exchange, and otherwise trade or invest the Assets in accordance with the Investment Guidelines set forth in Section 3. Manager shall exercise such authority in a fiduciary capacity and in accordance with the terms of this Agreement.

3. INVESTMENT GUIDELINES

Manager shall manage the Assets in accordance with the investment objective, restrictions and limits agreed by the parties. Investment objective and restrictions (if any):

4. MANAGEMENT FEES AND EXPENSES

As compensation for the services performed under this Agreement, Client shall pay Manager a management fee computed as follows:

Manager may deduct or invoice for ordinary transaction costs and reasonable expenses incurred in the investment and safekeeping of the Assets. Any extraordinary expenses shall require Client's prior written consent.

5. VALUATION AND REPORTING

Manager shall value the Assets in a commercially reasonable manner consistent with industry practice and shall provide Client with written reports of holdings, transactions, performance and fees at least once per .

6. CUSTODY AND BROKERAGE

Client shall maintain custody of the Assets with a qualified custodian selected by Client, unless otherwise agreed in writing. Manager is authorized to place orders with brokers selected by Manager in its discretion, provided that Manager shall seek to obtain best execution and shall disclose any soft dollar arrangements upon request.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement has been duly authorized; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

8. STANDARD OF CARE; LIMITATION OF LIABILITY

Manager shall perform its duties hereunder with the care, skill and diligence ordinarily exercised by professional investment managers in similar circumstances. Manager shall not be liable to Client for any loss resulting from Manager's good faith investment decisions, except for losses resulting from Manager's willful misconduct, gross negligence or material breach of this Agreement.

9. INDEMNIFICATION

Client shall indemnify and hold harmless Manager and its affiliates, officers and employees from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with Manager's performance under this Agreement, except to the extent such losses result from Manager's willful misconduct, gross negligence or material breach of this Agreement.

10. CONFIDENTIALITY

Each party shall keep confidential all non-public information furnished by the other party in connection with this Agreement, and shall not disclose such information except as required by law or to its employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

11. TERM AND TERMINATION

This Agreement shall commence on the Effective Date set forth above and shall continue in effect until terminated by either party upon days' prior written notice to the other party. Termination for cause may be immediate upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice.

12. EFFECTS OF TERMINATION

Upon termination, Manager shall cooperate in the orderly transfer of the Assets. Manager shall be entitled to payment for all fees and expenses properly accrued through the effective date of termination and to reimbursement for any expenses reasonably incurred in connection with winding down or transferring the Assets.

13. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice to the other.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

15. ASSIGNMENT

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Manager may assign this Agreement to an affiliate without Client's consent in connection with a merger, sale of substantially all assets or change of control, provided that the assignee assumes Manager's obligations hereunder.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by good faith negotiation between the parties. If the parties are unable to resolve the dispute within 60 days, either party may pursue any remedy available at law or in equity.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

18. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic or facsimile transmission shall be binding as originals.

19. MISCELLANEOUS

The parties shall execute and deliver such further documents and take such additional actions as may be necessary to carry out the purposes of this Agreement. The headings in this Agreement are for convenience only and shall not affect the interpretation of its provisions.

SCHEDULE A — DESCRIPTION OF ASSETS

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