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CHANDLER <br />ASSET MANAGEMENT <br />10. Valuation. Chandler will value securities held in portfolios managed by Chandler no less than <br />monthly. Securities or investments in the portfolio will be valued in a manner determined in good <br />faith by Chandler to reflect fair market value. <br />11. Investment Advice. Client recognizes that the opinions, recommendations and actions of Chandler <br />will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided <br />that Chandler acts in good faith, Client agrees that Chandler will not in any way be liable for any <br />error in judgment or for any act or omission, except as may otherwise be provided for under the <br />Federal Securities laws or other applicable laws. <br />12. Payment of Commissions. Chandler may place buy and sell orders with or through such brokers or <br />dealers as it may select. It is the policy and practice of Chandler to strive for the best price and <br />execution and for commission and discounts which are competitive in relation to the value of the <br />transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, <br />it is understood that Chandler may pay a commission on transactions in excess of the amount another <br />broker or dealer may charge, and that Chandler makes no warranty or representation regarding <br />commissions paid on transactions hereunder. <br />13. Other Clients. It is further understood that Chandler may be acting in a similar capacity for other <br />institutional and individual clients, and that investments and reinvestments for Client's portfolio may <br />differ from those made or recommended with respect to other accounts and clients even though the <br />investment objectives may be the same or similar. Accordingly, it is agreed that Chandler will have <br />no obligation to purchase or sell for Client's account any securities which it may purchase or sell for <br />other clients. <br />14. Confidential Relationship. The terms and conditions of this Agreement, and all information and <br />advice furnished by either party to the other shall be treated as confidential and shall not be disclosed <br />to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory <br />authority, (iii) for disclosures by either party of information that has become public by means other <br />than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for <br />disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as <br />necessary for Chandler to carry out its responsibilities hereunder, or (vi) as otherwise expressly <br />agreed by the parties. <br />15. No Assignment& Amendments. Neither party may assign, directly or indirectly, all or part of its <br />rights or obligations under this Agreement without the prior written consent of the other party, which <br />consent shall not be unreasonably withheld or delayed. This Agreement may be amended at any <br />time by mutual agreement in writing. <br />16. Governing Law. It is understood that this Agreement shall be governed by and construed under and <br />in accordance with the laws of the State of California. <br />17. Severability. Any provision of this Agreement which is prohibited or unenforceable shall be <br />ineffective only to the extent of such prohibition or unenforceability without invalidating the <br />remaining provisions hereof. <br />22 <br />