| Investment Advisory Agreement |
| The Everett School Employee Benefit Trust | |
| Effective this date, (the "Client) | |
| hereby authorizes, appoints and instructs Becker Capital Management, Inc., a registered investment advisor ("Advisor") to manage Client's investment portfolio in accordance with the following terms and conditions: | |
| A. Advisor is to assume complete and discretionary management of the portfolio. Advisor's management authority shall include the power to purchase, sell, subscribe for, exchange, pledge and trade in securities and other property for the portfolio account; invest and reinvest any cash in the portfolio; vote proxies; and exercise, as it deems advisable, whatever rights an owner of property held in the portfolio would have. | |
| B. Advisor will furnish Client quarterly reports of the market value of the portfolio. | |
| C. Physical custody of portfolio assets, including cash and its equivalents, shall be held by | |
| ("Custodian"). Client will enter into a custodial agreement | |
| with Custodian instructing Custodian to engage in transactions with respect to the portfolio assets of Client solely upon written instructions of Advisor. Client has executed and attached hereto Advisor's standard Trading Authorization (Limited Power of Attorney Agreement) and will upon request execute one or more similar trading authorizations on standard forms used by brokers or dealers to evidence Advisor's authority to act on Client's behalf. Custodian shall be solely responsible for settlement of all transactions, receipt and disbursement of funds and other acts necessary for proper custody of Client's portfolio assets. Advisor may rely completely upon reports from Custodian as to all matters for which Custodian shall be responsible, including but not limited to, settlement of transactions, and location, description and amount of properties constituting Client's portfolio assets. Advisor shall not be liable to Client for any act, failure to act, or breach of duty by Custodian. | |
| Advisor may designate a broker to engage in any transactions involving the portfolio assets of Client. In Advisor's selection of such brokers, it is understood and agreed that Advisor may take into consideration, in addition to commission rates, such factors as the broker's research capabilities, executions, reliability, efficiency and other services. | |
| D. This agreement may be terminated at any time by written notice of its termination given by either party to the other stating the effective date of such termination. All acts done by Advisor pursuant to this agreement prior to the termination date shall be fully binding upon Client and upon Client's heirs, personal representatives, successors and assigns. This agreement has an initial term of one year and shall be automatically renewed for successive one year terms unless terminated as above. | |
| E. Advisor's compensation ("Management fee") for management of the portfolio is to be calculated based on a percentage of the net asset value of the portfolio, including cash and its equivalents, as follows: | |
| Annual Percentage Rate | |
| .25 of 1% (25 Basis Points) | |
| Bill Custodian Bill Direct | |
| The management fee will be paid each quarter in advance based on the net asset value of the portfolio, including cash and its equivalents, as determined by the Advisor at the end of the preceding quarter and the annual percentage rates shown in the above table. Management fees will be billed to the Client or the Custodian. If fees are billed to the Custodian, a copy of the invoice will be sent to the client. Prepaid management fees attributable to any period following the termination date of this agreement shall be refunded to Client. | |
| For a partial quarter the management fee will be prorated according to the number of days remaining in the quarter and will be based on the beginning net asset value of the portfolio and the annual percentage rates shown in the above table. Such prorated fee will be paid in advance. | |
| F. No assignment of this agreement may be made by Advisor without written consent of Client. | |
| G. This agreement may be amended only by written instrument signed by both parties hereto. | |
| H. Client recognizes that risks are inherent in securities investments and that Advisor cannot assure a net profit will be obtained through its management of the portfolio or that a loss may not be incurred. Except for negligence, malfeasance or violation of applicable law, Advisor and its officers, directors and employees shall not be liable for any action performed or omitted to be performed hereunder or for any errors in judgment in the management of the portfolio. The Securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall constitute a waiver or limitation of any rights which Client may have under applicable securities laws. Advisor shall have no duty, responsibility or liability whatever with respect to any of Client's property not constituting a portion of the portfolio. | |
| I. If Client is an "employee benefit plan" as defined by the Employee Retirement Income Security Act of 1974, Advisor is a "fiduciary" as defined by that Act. | |
| J. Client acknowledges the receipt of Advisor's Brochure and ADV Part II not less than 48 hours prior to the date of Client's execution of this Agreement. | |
| Or |
| x Client acknowledges the receipt of Advisor's Brochure and ADV Part II less than 48 hours prior to, but not later than, the date of Client's execution of this Agreement, and acknowledges that Client has been informed that Client has the option to terminate the Agreement without penalty within five business days after the date of execution. | |
| Client’s Signature |
| Mailing Address |
| Phone Number |
| Fax Number |
| Tax ID or Social Security No. |
| ACCEPTED this day of , 2009 | |
| BECKER CAPITAL MANAGEMENT, INC. | |
| By | |