ARTICLE III: ASSETS ALLOCATED FOR MANAGEMENT; EVALUATION

3.01. Prior to the Closing Date, as determined in accordance with Article XIV of the Master Agreement, a schedule of Securities-Related Assets allocated to Equitable for management shall be supplied to Equitable by the Trustees.

3.02. With respect to each Securities-Related Asset allocated to Equitable, which does not have a readily available market value, Equitable shall promptly prepare a valuation file ("Valuation File") which shall include a recommendation as to the value of such asset as of the Closing Date as determined in accordance with Article XIV of the Master Agreement and which shall contain such information and documentation as is ordinarily and customarily employed in the valuation of Securities-Related Assets, and Equitable shall forward the valuation File and valuation recommendation to the Trustees for agreement as to such value; if no such agreement as to value is reached, such Valuation File and valuation recommendation shall be forwarded to the Securities and OAM Valuation Committee for a determination of the value of such asset as of the Closing Date.

ARTICLE IV: MANAGEMENT OF ASSETS

4.01. Equitable shall invest and reinvest the Management Assets and, in connection therewith, may purchase, sell and otherwise deal with the Management Assets, in the name and on behalf of the Fund and on terms and conditions determined by Equitable, in a manner consistent with the provisions hereof.

Equitable may directly place orders for purchases and sales of Management Assets, provided that American National Bank and Trust Company of Chicago as custodian (or such other custodian as shall be designated by the Fiduciary pursuant to the Master Agreement) shall nevertheless retain custody of all Management Assets. Said custodian shall have no right or responsibility relative to investment of Management Assets except upon its receipt of appropriate investment advices or instructions from Equitable, with which advices and instructions the custodian shall comply. Equitable shall not be responsible for the custody or safekeeping of Management Assets not within its physical possession.

4.02. Equitable shall discharge its duties with respect to the Management Assets solely in the interest of the participants and beneficiaries of the Fund and 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. Equitable shall exercise its investment discretion in accordance with the investment objectives and policies established pursuant to the Master Agreement.

4.03 Equitable acknowledges that it is a "fiduciary" of the Fund as that term is defined in the Employee Retirement Income Eecurity Act of 1974 ("ERISA"). Equitable 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 ("ERISA"). Equitable shall not be liable for any act or omission of any person the Master Agreement or the Trust Agreement of the Fund, except to the extent that Equitable has itself violated its fiduciary responsibility, and except to the extent that applicable law (including ERISA) may expressly provide otherwise. 4.04 Equitable shall retain as strictly confidential all information about the Management Assets and the Fund except to the extent disclosure thereof is or may be appropriate, in the good faith judgment of Equitable, or is required by its obligation to perform this Agreement or by its obligation of compliance with Federal or State laws and regulations.

4.05. Except as authorized in the Master Agreement, Equitable, its officers, directors and affiliated companies, and each of them, shall not (a) purchase assets from or sell assets to the Fund; (b) receive any compensation or fees with respect to the business of the Fund, except as authorized in this Agreement; or (c) engage in any transaction involving or affecting the Fund which is a prohibited transaction under ERISA.

4.06. Equitable 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.

ARTICLE V: ACCOUNTING, RECORDS AND REPORTING

5.01. Within thirty days following each calendar quarter (or such other accounting period as the Trustees shall hereafter designate in writing) and within thirty days following the effective date of the resignation or removal of Equitable as investment manager, Equitable shall render to the Trustees a report concerning its services as investment manager and the present status of the Management Assets, in a form satisfactory to the Trustees.

5.02. Equitable shall keep accurate and detailed records concerning its services as investment manager, including records of all transactions during its performance of this Agreement, and all such records shall be open to inspection at reasonable times by the Trustees and persons designated by the Trustees, and by duly authorized representatives of the Secretary of Labor and the Seccretary of the Treasury acting pursuant to their authority under ERISA and the Internal Revenue Code of 1954, respectively.

5.03. Equitable 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, copies of such asset summaries, analyses, legal opinions and other materials as may be developed in the normal course of the management functions provided for in the Master Agreement and this Agreement, all in accordance with § 8.06 of the Master Agreement.

ARTICLE VI: BROKERAGE

To the extent permitted by applicable law, and if administratively feasible, and if consistent with Equitable's objective to obtain the best prices and execution for all orders placed for the Management Assets, Equitable may direct that purchases and sales of stocks for the Management Assets be effected by Equico Securities, Inc. ("Equico"), all the stocks of which is owned by Equitable's wholly-owned holding company. The amount of the fee for services under this Agreement (as provided in Article VII hereof) will be reduced by the amount of any net income of Equico which is allocable to the Management Assets. The amount of net income so allocable shall mean the income of Equico attributable to brokerage transactions in stocks for the Management Assets after deduction of all amounts which may have been paid or may be payable by Equico, the holding company and Equitable for related expenses and taxes, except that Equico's provision for Federal income taxes shall be determined as though it were filing a separate income tax return (with no surtax exemption). The amount of net income of Equico which is allocable to the Management Assets shall be determined from time to time by Equitable in accordance with generally accepted accounting principles but not less freqeuntly than once in each calendar year in which brokerage transactions are effected by Equico for the Management Assets. No representation or warranty is made by Equitable as to whether or not Equico will effect any brokerage transactions for the Management Assets or as to the amount of net profits, if any, of Equico which may be allocable to the Management Assets.

ARTICLE VII: COMPENSATION

On the final business day of each month during which this Agreement is in force, the Trustees shall pay Equitable for its services hereunder one-twelfth of the sum of the following annual percentages of the value of the Management Assets managed by Equitable during that month, calculated on the basis of the value of said assets as of said final business day:

(a) 0.2% of the first $100,000,000 of such value; and

(b) 0.15% of the amount in excess of the first $100,000,000 of such value. The fee for any partial month will be prorated. For these purposes, value shall mean, with respect to a security listed on a national securities exchange, which is registered under § 6 of the Securities Exchange Act of 1934, the last sale price on said final business day on any national securities exchange on which it is traded, or, if no sale, the last available bid price on any such exchange, as reported on a consolidated tape, and, with respect to any other asset, the fair value as determined in good faith by Equitable in accordance with generally accepted accounting principles and such procedures as may be established by Equitable as Fiduciary.

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 Equitable as investment manager hereunder may not be terminated, altered, affected or impaired.

8.04. Equitable 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

To the fullest extent permitted by law, the Trustees acting on behalf of the Fund agree to indemnify and hold harmless Equitable from and against any losses, claims, damages or liabilities, joint or several, to which Equitable 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 Equitable for any legal or other expenses reasonably incurred by Equitable 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, Equitable 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 Trustee 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 Equitable 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.

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

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

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"), 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, and Lazard Freres & Co. ("Lazard"), a partnership which is registered as an investment adviser under the Investment Advisers Act of 1940.

ARTICLE I PROVISION OF SERVICES

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

ARTICLE II: INCORPORATION OF MASTER AGREEMENT

2.01 The definitions, terms and conditions of the Agreement entered into between and among the Fund, Equitable and Victor Palmieri and Company, Incorporated, dated as of June 30, 1977 ("Master Agreement"), in their entirety, and in particular insofar as related specifically to the rights and obligations of Equitable and Lazard under this Agreement are hereby incorporated into this Agreement, along with any amendments to the Master Agreement, except that any amendment which varies Lazard's duties or responsibilities shall not be effective unless and until Lazard shall have been furnished with a copy thereof by Equitable.

ARTICLE III: ASSETS ALLOCATED FOR MANAGEMENT EVALUATION

3.01 Prior to the Closing Date as determined in accordance with Article XIV of the Master Agreement, a schedule of Securities-Related Assets allocated to Lazard for management shall be supplied to Lazard by the Trustees.

3.02 With respect to each Securities-Related Asset allocated to Lazard, which does not have a readily available market value, Lazard shall promptly prepare a valuation file ("Valuation File") which shall include a recommendation as to the value of such assets as of the Closing Date as determined in accordance with Article XIV of the Master Agreement and which shall contain such information and documentation as is ordinarily and customarily employed in the valuation of Securities-Related Assets, and Lazard shall forward the Valuation File and valuation recommendation to the Trustees for agreement as to such value; if no such agreement as to value is reached, such Valuation File and valuation recommendation shall be forwarded to the Securities and OAM Valuation Committee for a determination of the value of such asset as of the Closing Date.

ARTICLE IV: MANAGEMENT OF ASSETS

4.01 Lazard shall invest and reinvest the Management Assets and, in con-nection therewith, may purchase, sell and otherwise deal with the Management Assets, in the name and on behalf of the Fund and on terms and conditions determined by Lazard, in a manner consistent with the provisions hereof. Lazard may directly place orders for purchases and sales of Management Assets: provided that American National Bank and Trust Company of Chicago as custodian (or such other custodian as shall be designated by the Fiduciary pursuant to the Master Agreement) shall nevertheless retain custody of all Management Assets. Said custodian shall have no right or responsibility relative to investment of Management Assets except upon its receipt of appropriate investment advices or instructions from Lazard, with which advices and instructions the custodian shall comply. Lazard shall not be responsible for the custody or safekeeping of Management Assets not within its physical possession. To the extent permitted by applicable law, Lazard may directly execute orders for purchases and sales of management Assets if such execution by Lazard is explicitly specified in the investment policies and objectives established by Equitable pursuant to the Master Agreement.

4.02 Lazard shall discharge its duties with respect to the Management 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. In exercising its investment discretion hereunder, Lazard shall act in accordance with the investment objectives developed for Lazard by Equitable from time to time in accordance with Section 1.06 of the Master Agreement, and, except as provided in Article X of the Master Agreement, Lazard shall not be required to coordinate its investments with those of any other investment manager.

4.03 Lazard acknowledges that it is a "fiduciary" of the Fund as that term is defined in the Employee Retirement Income Security Act of 1974 ("ERISA”). Lazard 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 Lazard has itself violated its fiduciary responsibility, and except to the extent that applicable law (including ERISA) may expressly provide otherwise.

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

4.05 Except as authorized in the Master Agreement, Lazard, its officers, partners, directors and affiliated companies, and each of them, shall not (a) purchase assets from or sell assets to the Fund; (b) receive any compensation or fees with respect to the business of the Fund, other than the fees set forth in Article VI and brokerage commissions for purchases and sales executed directly by Lazard to the extent authorized by Section 4.01; or (c) engage in any transaction involving or affecting the Fund which is a prohibited transaction under ERISA.

4.06 Lazard 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.

ARTICLE V: ACCOUNTING, RECORDS AND REPORTING

5.01 Within 30 days following each calendar quarter (or such other accounting period as the Equitable or Trustees shall hereafter designate in writing), and within 30 days following the effective date of the resignation or removal of Lazard as investment manager, Lazard shall render to the Equitable a report concerning its services as investment manager and the present status of the Management Assets, in a form satisfactory to the Equitable.

5.02 Lazard shall keep accurate and detailed records concerning its services as investment manager, including records of all transactions during its performance of this Agreement, and all such records shall be open to inspection at all reasonable times by the Equitable and persons designated by the Equitable and by duly authorized representatives of the Secretary of Labor and the Secretary of the Treasury acting pursuant to their authority under ERISA and the Internal Revenue Code of 1954, respectively.

5.03 Lazard 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 Equitable and the Trustees, upon their request, copies of such asset summaries, analyses, legal opinions and other materials as may be transferred to Lazard or as may be developed after the date hereof in the normal course of the management functions provided for in the Master Agreement and this Agreement, all in accordance with § 8.06 of the Master Agreement.

ARTICLE VI: FEES

6.01 On the final business day of each month during which this Agreement is in force, the Trustees shall pay Lazard for its services hereunder one-twelfth of the sum of the following annual percentages of the value of the Management Assets managed by Lazard during that month, calculated on the basis of the value of said assets as of said final business day: