ARTICLE IV: VPCO's BASIC SERVICES AND AUTHORITIES

4.01 With respect to the obligations of VPCO contemplated in Article III hereof, the Basic Services to be rendered by VPCO shall include the following:

(a) Examine all items of documentation delivered pursuant to § 5.02 of the Master Agreement.

(b) Examine additional documents determined to be relevant and necessary for an adequate understanding of the assets and the Fund's interests therein.

(c) Arrange for, as appropriate, legal advice and opinions in order to clarify, insofar as possible, the existence, extent and status of the Fund's interest in each asset.

(d) Conduct on-site inspections of each property and real estate project owned by the Fund, the operations of each operating business owned by the Fund, and the tangible asset and, where necessary and appropriate, operations securing obligations owing to the Fund.

(e) Organize and analyze all of the information obtained from the foregoing items, and verify the existence and condition of each asset, and otherwise complete all Documentation and Inspection.

(f) Prepare Valuation Files (with a recommended valuation) for each asset, where required, containing such materials and documents as are ordinarily and customarily employed in the evaluation of such asset, and arrange for, where deemed necessary and appropriate for such purpose, legal advice and opinions, appraisals, accounting analyses, audits, market and economic studies, land use and planning, engineering and architectural advice.

4.02 With respect to Real Estate-Related Assets accepted by VPCO for management hereunder (the "Managed Assets"), the Basic Services shall include the following general management services:

(a) Supervise the provision of all servicing and related accounting for each loan and receivable, including supervision of collection and supervision of payment of taxes, assessments and insurance premiums where required. (b) Review and refine, develop and implement, where necessary, accounting and management information systems for the general loan portfolio sufficient to provide appropriate management controls and the preparation of required periodic reports to the Fiduciary, the Trustees and governmental agencies.

(c) Monitor compliance with terms of each loan.

(d) Physically inspect on a regular basis any collateral securing each loan. (e) Periodically evaluate each loan and determine whether it should be "classified" and whether reserves or additional reserves are necessary or appropriate, all under statutory requirements.

(f) Develop and implement actions and strategies to be taken with respect to loans in default.

(g) Negotiate with borrowers, where appropriate, with respect to restructuring defaulted loans or refinancings.

(h) Determine and supervise any appropriate legal steps to be taken in order to protect the interest of the Funds in each loan and other receivable. (i) Direct and supervise the management of all properties, projects and business operations owned or otherwise controlled by the Fund ("Controlled Assets"), including the replacement of employees, contractors and consultants employed by the individual projects or operations for work on those specific projects or operations.

(j) Supervise the review and refinement, development and implementation, where necessary, of accounting and management information systems for the Controlled Assets sufficient to provide appropriate management controls for these assets and the preparation of required periodic reports to the Fiduciary, the Fund Trustees and governmental agencies.

(k) Supervise the development of annual operating plans for each Controlled Asset including cash controls and forecasts, operating programs and budgets, capital expenditure and marketing or leasing strategies where appropriate.

(1) Physically inspect each of the Controlled Assets on a regular basis. (m) Periodically evaluate each of the Controlled Assets and determine whether reserves or additional reserves are necessary or appropriate under statutory requirements.

(n) Supervise the employment and retention of those providing "Supplemental Services" as defined in § 6.03 of this Agreement.

4.03 The Trustees shall execute and deliver or cause to be executed and delivered to VPCO or other persons such further documents, instruments, powers, proxies, assurances, and any other writings as VPCO may reasonably request in order to empower VPCO to perform the foregoing services and any other acts necessary, desirable or convenient for VPCO to perform such services or otherwise fully and exclusively to control, manage, dispose of, exercise authority over, and deal with the Real Estate-Related Assets.

ARTICLE V: CASH ARRANGEMENTS

VPCO shall cause all of the following funds to be paid to the custodian referred to in the Master Agreement:

(i) all cash received in payment of principal and interest on mortgage notes and other receivables included among the Managed Assets;

(ii) all cash dividends and other cash distributions from all equity securities included among the Managed Assets;

(iii) all net cash flow from the operations of the projects and properties included among the Managed Assets;

(iv) all net cash proceeds from the sale of any of the Managed Assets; and (v) all other net Funds, if any, received from the Managed Assets. VPCO shall instruct the custodian, pursuant to procedures satisfactory to Equitable as Fiduciary, to:

(i) allocate the foregoing funds to a special account (the “VPCO Managed Assets Cash Account") or such other account controlled by VPCO as may be designated by Equitable as Fiduciary;

(ii) pay from such account, or such other account as may be designated by Equitable as Fiduciary, for all Supplemental Services where appropriate (as defined in § 6.03 hereof);

(iii) pay from such account into an account controlled by Equiptable (in its capacity as Fiduciary) such funds as are not deemed by VPCO to be currently required for payment for Supplemental Services. Such funds in such other account shall be available investment funds as described in § 1.05 of the Master Agreement and, as such, are allocable by and available only at the direction of Equitable in its capacity as Fiduciary, provided that VPCO shall determine, in accordance with investment policies and objectives established pursuant to § 1.06 of the Master Agreement, what additional amounts should be invested by the Fund in any of the Managed Assets, subject to review and approval by Equitable (in its capacity as Fiduciary) if such investment exceeds $500,000 or twenty-five percent of the Managed Asset, whichever is less.

ARTICLE VI: COMPENSATION

6.01 At the Closing Date, the Trustees acting on behalf of the Fund shall pay to VPCO a one-time start-up fee in the amount of $900,000, which fee represents compensation to VPCO, in accordance with § 12.01 of the Master Agreement, for services performed pursuant to Article III and § 4.01 of this Agreement and Articles V and VI and § 5.04 and § 8.07 of the Master Agreement, and for services of VPCO required to enable it to commence acting as the investment manager for the Real Estate-Related Assets accepted by it for management. If for any reason this Agreement is terminated prior to the time that such services are fully rendered, an appropriate adjustment of the one-time start-up fee shall be made within thirty days after such termination.

6.02 On the final business day of each month during which this Agreement is in force, the Trustees shall pay VPCO for its management services, as provided in § 4.02 of this Agreement, an amount which bears the same relationship to one-twelfth of $3,100,000 as the book value on the Closing Date of the assets then being managed by VPCO bears to the total book value on the Closing Date of all of the Real Estate-Related Assets listed on the Asset Schedule furnished to VPCO pursuant to §3.01 of this Agreement, and upon acceptance of all such Real Estate-Related Assets such fee (for each such month) shall be one-twelfth of $3,100,000. Upon written notice from Equitable and VPCO. the Trustees shall comply with any request by them for reallocation of investment

management fees as between Equitable and VPCO as called for by the terms of this Agreement. The fee for any partial month will be prorated.

Except as provided in § 6.03 hereof with respect to costs of Supplemental Services and except for custodial fees and loan billing and collection fees and expenses, VPCO agrees that it will pay directly from the foregoing fee all expenses and other costs, including the cost of third parties and the Fund's asset management staff to the extent authorized in writing VPCO, incurred in performing the Basic Services for the Real Estate-Related Assets set forth in Article IV of this Agreement.

6.03 In addition to the nonrecurring and recurring fees provided for in § 6.01 and g 6.02 of this Agreement, and subject to § 6.04 and § 6.05 of this Agreement, VPCO shall have the authority to provide or to arrange for the provision of Supplemental Services at the cost of the Fund (whether or not in connection with the provision of Basic Services), which are defined to include:

(i) in relation to a specific asset, including its valuation, the contracted work of architects, attorneys, accountants, appraisers,, auditors, brokers, collection agents, engineers, insurance agents, land planners, market and economic analysts, surveyors and zoning experts;

(ii) direct operating, project management and property management activities related to a specific Managed Asset, including the activities of employees, contractors, managers and consultants employed by an individual project or operation for work on such projects or operation; and

(iii) to the extent not included in the above, the leasing or selling of a specified Managed Asset including marketing, advertising and brokerage services, and the making of any additional investments, repairs and improvements in such assets (to the extent permitted by Article V hereof); and the payment of expenses associated with management of specific Managed Assets, including but not limited to property taxes, title insurance, surveys, interest, discount, hazard and liability insurance and other similar expenses. To the extent a Supplemental Service provided for in this § 6.03 is performed by VPCO or its Related Companies (as defined in § 8.01 of the Master Agreement), the cost to the Fund shall only be the direct salary and related benefit costs of VPCO's, or the Related Companies', employees, performing such Supplemental Service.

6.04 Notwithstanding any of the provisions of § 6.03 of this Agreement, before VPCO shall arrange for any new appraisals, in connection with the initial Evaluation of any Real Estate-Related Asset on the Asset Schedule furnished to VPCO pursuant to § 3.01 of this Agreement, VPCO shall conclude that the incurrence of such expenses are reasonable, necessary and otherwise in the best interests of the Fund and, without the approval of the Trustees, VPCO shall not incur expenses for such new appraisals that cause the total expense thereof incurred by VPCO and Equitable (with respect to similar appraisals) to exceed $500,000, as specifically set forth in § 12.03 of the Master Agreement.

6.05 Notwithstanding any of the provisions of § 6.03 of this Agreement, before VPCO shall arrange for any single Supplemental Service set forth in § 6.03 (i) of this Agreement for a specific Real Estate-Related Asset, with an expected cost thereof during the calendar year of more than $30,000, VPCO shall obtain the approval of such arrangement from Equitable (in its capacity as Fiduciary).

6.06 Whenever VPCO provides, or arranges for any party to provide, Supplemental Services as described in § 6.03 (i) of this Agreement, VPCO shall promptly provide Equitable and the Trustees with the following information :

(i) the name and qualifications of the party retained;

(ii) the scope of the service to be provided;

(iii) a description of the fees to be paid; and
(iv) such other information as is requested.

In addition, VPCO shall provide Equitable and the Trustees with a quarterly report of fees paid for Supplemental Services as described in § 6.03 (i) of this Agreement.

ARTICLE VII: ACCOUNTING, RECORDS AND REPORTING

7.01 Within 30 days following each calendar quarter (or such other accounting period as the Trustees or Equitable shall hereafter designate in writing), and within 30 days following the effective date of the resignation or removal of

VPCO as investment manager, VPCO shall render to Equitable and the Trustees a report concerning its services as investment manager and the present status of the Managed Assets, in a form satisfactory to Equitable and the Trustees.

7.02 VPCO shall keep accurate and detailed records concerning its services as investment manager, and all such records shall be open to inspection at reasonable times by Equitable and the Trustees and persons designated by them, and by duly authorized representatives of the Secretary of Labor and the Secretary of the Treasury, acting pursuant to their authority under the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code of 1954, respectively.

7.03 VPCO will cooperate with the Trustees of the Fund with regard to their undertaking to provide reports on various transactions occurring since January 31, 1965, by furnishing the Trustees, upon their request and at the expense of the Fund, copies of such asset summaries, analyses, legal opinions and other materials as may be developed in the normal course of the Inspection, Documentation, Evaluation and/or management functions provided for in the Master Agreement and this Agreement, all in accordance with § 8.06 of the Master Agreement.

ARTICLE VIII: EFFECTIVE DATE, TERMINATION AND RESIGNATION

8.01 The Closing Date shall be determined in accordance with Article XIV of the Master Agreement.

8.02 The Trust Amendment described in § 9.01 of the Master Agreement may not be terminated, changed, modified, altered, or amended in any respect prior to the expiration of five years from the Closing Date, except as provided in § 9.01 of the Master Agreement.

8.03 Except as provided in § 9.01 and § 9.02 of the Master Agreement, the status of VPCO as investment manager hereunder may not be terminated, altered, affected or impaired.

8.04 VPCO may resign as investment manager hereunder upon sixty days" prior written notice to the Trustees, the Secretary and the Commissioner in accordance with § 9.03 of the Master Agreement.

ARTICLE IX: INDEMNIFICATION

9.01 To the fullest extent permitted by law, the Trustees acting on behalf of the Fund agree to indemnify and hold harmless VPCO from and against any losses, claims, damages or liabilities, joint or several, to which VPCO may be subject insofar as such losses, claims, damages or liabilities or actions in respect thereof arise by virtue of this Agreement or the fiduciary duties and responsibilities undertaken pursuant to this Agreement, and will reimburse VPCO for any legal or other expenses reasonably incurred by VPCO in connection with investigating, defending, or preparing to defend any such loss, claim, damage, liability, or action; provided, however, that the Fund shall not be liable in any such case to the extent that in the final judgment of a court of competent jurisdiction, VPCO is found to have breached this Agreement or breached any duties or responsibilities undertaken pursuant to this Agreement. Expenses incurred in defending an action, suit or proceeding shall be paid by the Trustees in advance of the final disposition thereof to the extent, and subject to the conditions, provided in Article XI of the Master Agreement.

ARTICLE X: MISCELLANEOUS

10.01 This Agreement may be modified only by a writing signed by duly authorized representatives of the parties hereto.

10.02 The Trustees warrant that the Fund meets the requirements for qualification under Section 401 of the Internal Revenue Code of 1954, as amended, and agree to notify VPCO immediately if the Fund should ever fail to continue to meet such qualification requirements.

10.03 This Agreement shall be construed and enforced according to the laws of the State of Illinois and, to the extent of any federal preemption, the laws of the United States of America.

10.04 This Agreement shall be binding upon and enforceable by the successors of the Trustees and any of them.

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10.05 VPCO may not assign this Agreement, or any rights and responsibilities hereby created, without the prior written consent of the Trustees.

10.06 VPCO shall discharge its duties with respect to the Managed Assets hereunder solely in the interest of the participants in the Fund and their beneficiaries with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man 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. VPCO shall exercise its investment discretion in accordance with the investment objectives and policies established pursuant to the Master Agreement.

10.07 VPCO acknowledges that it is a "fiduciary" of the Fund as that term is defined in ERISA. VPCO shall not be liable for any act or omission of any person or entity exercising a fiduciary responsibility, if such fiduciary responsibility has been allocated to such other person or entity in accordance with this Agreement, the Master Agreement or the Trust Agreement, except to the extent that VPCO has itself violated its fiduciary responsibility, and except to the extent that applicable law (including ERISA) may expressly provide otherwise.

10.08 VPCO shall retain as strictly confidential all information about the Managed Assets and the Fund except to the extent disclosure thereof is or may be appropriate, in the good faith judgment of VPCO, or is required by its obligation to perform this Agreement or by its obligations of compliance with federal or state laws and regulations.

10.09 VPCO shall not be responsible for the administration of the Fund or for any investment management responsibilities other than those expressly provided herein or by separate agreement. VPCO shall not be responsible for the custody or safekeeping of Managed Assets not within its physical possession. In witness whereof, the parties hereto have executed this Agreement as of the day and year first above written: Parties:

G.

Hubert L. Payne,

Harold

LEROY L. WADE, HOWARD MCDAUGAN,
THOMAS F. O'MALLEY, Trustees of the Central
States, Southeast and Southwest Areas Pension Fund.
By

Executive Director.

Address: 8550 West Bryn Mawr Avenue, Chicago, Illinois 60631.

VICTOR PALMIERI & CO., INC.,
By

Address: 2021 K Street, N.W., Washington, D.C. 20006.

THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES,
By-
Sr. Vice President.

Address: 1285 Avenue of the Americas, New York, New York 10019.

INVESTMENT MANAGEMENT AGREEMENT (SECURITIES-RELATED ASSETS)

This agreement is executed and entered into as of the 30th day of June, 1977, by and between the trustees (the "Trustees") of the Central States, Southeast and Southwest Areas Pension Fund (the "Fund") and the Equitable Life Assurance Society of the United States ("Equitable"), a life insurance company which is registered as an investment adviser under the Investment Advisers Act of 1940.

ARTICLE I: PROVISION OF SERVICES

Equitable will provide the services hereinafter defined with regard to such Securities-Related Assets of the Fund and such additional funds as may be allocated to it for management by the Fiduciary of the Fund and any income and gains therefrom ("Management Assets").

ARTICLE II: INCORPORATION OF MASTER AGREEMENT

The definitions, terms and conditions of the Agreement entered into between and among the Fund, Equitable and Victor Palmieri and Company Incorporated, dated June 30, 1977 ("Master Agreement"), in their entirety, and in particular insofar as related specifically to the rights and obligations of Equitable under this Agreement, are hereby incorporated into this Investment Management Agreement, along with any amendments to the Master Agreement.