Sample Non-Discretionary Investment Advisory Agreement: Non-Erisa (Page 2 of 5) in pdf

books and records of Custodian in a manner so as to clearly establish that they are

held as part of the Account. Advisor shall under no circumstances act as custodian

for the Account or otherwise have physical custody or control of the Account.

ARTICLE II

IMPARTIAL CONDUCT STANDARDS

Advisor shall use the care, skill, prudence, and diligence under the circumstances

then prevailing that a prudent investor acting in a like capacity and familiar with such

matters would use in the conduct of an enterprise of a like character and with like

aims, based on the investment objectives, risk tolerance, financial circumstances,

and needs of Client, without regard to the financial or other interests of Advisor, any

affiliate or related entity of Advisor, or any other party.

Advisor, its affiliates and related entities, shall receive no more than reasonable

compensation for its services.

Statements made by Advisor to Client regarding recommended transactions, fees

and compensation, material conflicts of interest and any other matters relevant to

Client's decisions shall not be materially misleading when made.

ARTICLE III

ADVISOR'S DUTIES

Advisor shall review periodically the investments held by the Account and shall

make such recommendations to Client with reference to investments or changes in

investments as it considers to be in the best interests of Client, including

recommendations for the investment of cash. Advisor shall not sell or purchase any

securities except upon written directions from Client. Advisor shall not be liable for

any loss incurred by Client or Advisor in accepting and acting upon Client's

instructions.

Advisor will render to Client periodic statements summarizing all security

transaction(s) within the stated period and such other information as Client may

reasonably request. In computing the value of any asset in the Account for the

purposes of this Agreement, such values shall be determined by Advisor in

accordance with generally accepted accounting practices and methods consistently

followed and uniformly applied and in accordance with applicable laws, rules, and

regulations.

Advisor shall not vote proxies for investments held in the Account but shall forward

any proxies to Client who shall be responsible for voting such proxies.

Client may appoint an investment advisor to manage a portion of the investments

covered under this Agreement. Such appointment shall be evidenced in a writing

signed by Client and investment advisor. Upon receiving such writing, Advisor shall

not be responsible for the management of such investments which has been

Sample Non-Discretionary Investment Advisory Agreement: Non-Erisa Page 2