Portfolio Transfer Agreement

PORTFOLIO TRANSFER AGREEMENT

This Portfolio Transfer Agreement (the "Agreement") is entered into as of by and between Transferor Name: with principal address: (\"Transferor\"), and Transferee Name: with principal address: (\"Transferee\").

RECITALS

WHEREAS, Transferor owns or controls a portfolio of investment assets and associated rights and obligations described in Schedule A (the "Portfolio"); and

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer and convey, the Portfolio on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that, upon the Closing, legal and beneficial ownership of the Portfolio (and any assumed liabilities identified herein) shall be transferred to Transferee in accordance with the terms below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person.

1.2 "Closing" means the consummation of the transfer of the Portfolio as provided in Section 3.

2. TRANSFER OF PORTFOLIO

2.1 Transfer. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall transfer, assign, convey and deliver to Transferee all of Transferor's right, title and interest in and to the Portfolio, including all securities, cash balances, contractual rights, claims, accounts, agreements and related documents listed in Schedule A (collectively, the "Transferred Assets"), free and clear of all Liens except as expressly set forth in this Agreement.

2.2 Excluded Assets. The following assets shall be retained by Transferor and shall not be part of the transfer: assets identified in Schedule B and any asset expressly excluded by mutual written agreement prior to Closing.

3. CONSIDERATION AND ASSUMPTION

3.1 Consideration. As consideration for the transfer of the Transferred Assets, Transferee shall pay Transferor the sum of (the "Consideration"), subject to post-Closing adjustments in accordance with Section 3.3.

3.2 Payment Mechanics. The Consideration shall be paid in immediately available funds to an account designated by Transferor at or prior to the Closing and shall be allocated among the Transferred Assets in accordance with generally accepted accounting principles consistently applied.

3.3 Adjustments. The parties shall make customary adjustments for accrued income, fees, expenses and liabilities relating to the Transferred Assets as of the Closing Date. Any disputed adjustment shall be resolved in accordance with the dispute resolution procedure set forth in Section 12.

4. CLOSING

4.1 Closing Date. The Closing shall occur on (the "Closing Date"), or such other date as the parties may agree in writing.

4.2 Deliveries by Transferor. At the Closing, Transferor shall deliver to Transferee (a) instruments of transfer and assignment reasonably necessary to transfer the Transferred Assets; (b) certificates, if any, evidencing ownership of Transferred Assets endorsed for transfer; and (c) a certificate of Transferor's representations and warranties pursuant to Section 7.

4.3 Deliveries by Transferee. At the Closing, Transferee shall deliver (a) the Consideration; (b) a certificate of Transferee's representations and warranties pursuant to Section 7; and (c) such other documents and instruments as required by this Agreement.

5. ASSUMPTION OF LIABILITIES

5.1 Assumed Liabilities. Transferee shall assume and agree to discharge only those liabilities expressly identified in Schedule C (the "Assumed Liabilities"). Except for Assumed Liabilities, Transferor shall remain responsible for all other liabilities associated with the Portfolio arising prior to the Closing.

5.2 Liability Checkbox: Transferee hereby acknowledges assumption of liabilities described in Schedule C:

6. REPRESENTATIONS AND WARRANTIES

6.1 Transferor Representations. Transferor represents and warrants to Transferee as of the date hereof and as of the Closing Date that: (a) Transferor is the sole legal and beneficial owner of the Transferred Assets and has full right and authority to transfer such assets free and clear of any Liens except those disclosed in Schedule D; (b) no consent, approval or authorization of any Governmental Authority is required to effect the transfer, other than those set forth in Schedule E; and (c) to Transferor's knowledge, there is no pending litigation, governmental investigation or proceeding that would reasonably be expected to impair the value or transferability of the Transferred Assets.

6.2 Transferee Representations. Transferee represents and warrants to Transferor that: (a) it has all requisite power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized; and (c) it has sufficient resources and capacity to perform its obligations hereunder, including payment of the Consideration.

7. COVENANTS

7.1 Further Assurances. Each party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to effectuate the transfer contemplated by this Agreement.

7.2 Conduct Prior to Closing. Transferor shall use commercially reasonable efforts to preserve the value of the Transferred Assets in the ordinary course of business and shall not, without Transferee's prior written consent, take any action that would materially impair the Portfolio.

8. TAX MATTERS

8.1 Tax Liability Allocation. Taxes attributable to the operations or disposition of the Transferred Assets for periods prior to the Closing shall be the responsibility of Transferor. Taxes for periods after the Closing shall be the responsibility of Transferee, except as otherwise agreed in writing.

8.2 Cooperation. The parties shall cooperate in good faith in connection with all tax filings, examinations and disputes related to the Transferred Assets and shall provide each other with relevant information and assistance.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall keep confidential and not disclose to any third party confidential business information and records received in connection with this Agreement, except to the extent disclosure is required by law or is necessary to enforce rights under this Agreement.

10. INDEMNIFICATION

10.1 Transferor Indemnity. Transferor shall indemnify, defend and hold harmless Transferee and its Affiliates from and against any and all losses, claims, damages, liabilities and expenses arising out of or resulting from (a) any breach of Transferor's representations, warranties or covenants under this Agreement; or (b) liabilities of the Portfolio arising prior to the Closing other than Assumed Liabilities.

10.2 Transferee Indemnity. Transferee shall indemnify, defend and hold harmless Transferor from and against any and all losses arising out of or resulting from (a) any breach of Transferee's representations, warranties or covenants; or (b) liabilities arising after the Closing to the extent attributable to Transferee or the Assumed Liabilities.

11. RECORDS; COOPERATION

11.1 Transferor shall, at Transferee's reasonable request and expense, provide copies of records and books relating to the Transferred Assets and shall cooperate in any reasonable transition matters following Closing.

12. DISPUTE RESOLUTION

12.1 Governing Procedure. Any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiations between senior representatives of the parties. If unresolved within thirty (30) days, the dispute shall be finally resolved by arbitration in accordance with the arbitration agreement elected by the parties at that time.

13. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by written notice pursuant to this Section):

14. AMENDMENTS; WAIVER

14.1 Amendment. No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both parties.

14.2 Waiver. The failure of any party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

15. MISCELLANEOUS

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified by the parties:

15.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an Affiliate or successor by merger or acquisition.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be binding.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be ineffective only to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement.

15.5 Entire Agreement. This Agreement, together with Schedules A, B, C, D and E (to the extent completed), constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties relating thereto.

SCHEDULES AND ADDITIONAL TERMS

CERTIFICATIONS

Each party certifies, represents and warrants that the person signing below is duly authorized to execute this Agreement on behalf of such party and that the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or organizational action.

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