(a) one-half of one percent of the first $2-million of such value; (b) one-quarter of one percent on the next $13-million; (c) two-tenths of one percent on the next $35-million; (d) fifteen-one hundredths of one percent on the next $50-milllion; and (e) one-tenth of one percent on the excess over $100-million. 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 Section 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 Lazard in accordance with generally accepted accounting principles and such procedures as may be established by Equitable. ARTICLE VII: EFFECTIVE DATE, TERMINATION AND RESIGNATION 7.01 This Agreement shall be effective on the Closing Date determined in accordance with Article XIV of the Master Agreement. 7.02 The amendatory provisions of the Trust Agreement pursuant to § 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. 7.03 The status of Lazard as investment manager hereunder may be terminated upon thirty days' prior written notice provided by the Equitable to Lazard. The amount of the Management Assets may be changed by the Equitable upon notice to Lazard. 7.04 Lazard may resign as investment manager hereunder upon sixty days' prior written notice to Equitable. ARTICLE VIII: INDEMNIFICATION 8.01 To the fullest extent permitted by law, the Trustees acting on behalf of the Fund agree to indemnify and hold harmless Lazard from and against any losses, claims, damages or liabilities, joint or several, to which Lazard 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 Lazard for any legal or other expenses reasonably incurred by Lazard 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 by a court of competent jurisdiction, Lazard is found to have breached this Agreement or breached any duties or responsibilities undertaken pursuant to this Agreemnet. 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 provided in the Master Agreement. ARTICLE IX: MISCELLANEOUS 9.01 This Agreement may be modified only by a writing signed by duly authorized representatives of the parties hereto. 9.02 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. 9.03 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. 9.04 This Agreement shall be binding upon and enforceable by the successors of the Trustees and any of them. 9.05 Lazard 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: Hubert L. Payne, Harold G. LeRoy L. Wade, Howard McDaugan, Thomas F. O'Malley, Trustees of the Central States, South east and Southwest Areas Pension Fund. By: Executive Director. Address: 8550 West Bryn Mawr Avenue, Chicago, Illinois 60631. By: Senior Vice President. Address: 1285 Avenue of the Americas New York, New York 10019. LAZARD FRERES & Co., Address: One Rockefeller Plaza New York, New York 10020. 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 "Tustrees") of the Central States, Southeast and Southwest Areas Pensions Fund (the "Fund"), The Equitable Life Insurance 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 Crocker Investment Management Corp. ("CIMO") a corporation registered under the Investment Advisers Act of 1940 and a wholly-owned subsidiary of Crocker National Corporation. ARTICLE I PROVISION OF SERVICES 1.01 CIMCO 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, 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 CIMCO under this Agreement are hereby incorporated into this Agreement, along with any amendments to the Master Agreement. 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 CIMCO for management shall be supplied to CIMCO by the Trustees. 3.02 With respect to each Securities-Related Asset allocated to CIMCO which does not have a readily available market value, CIMCO 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 CIMCO 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 CIMCO 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 CIMCO in a manner consistent with the provisions hereof. CIMCO 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 CIMCO with which advices and instructions the custodian shall comply. CIMCO shall not be responsible for the custody or safekeeping of Management Assets not within its physical possession. 4.02 CIMCO 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 like character and with like aims. CIMCO shall exercise its investment discretion in accordance with the investment objectives and policies established pursuant to the Master Agreement. 4.03 CIMCO acknowledges that it is a "fiduciary" of the Fund as that term is defined in the Employee Retirement Income Security Act of 1974 ("ERISA"). CIMCO 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 CIMCO has itself violated its fiduciary responsibility, and except to the extent that applicable law (including ERISA) may expressly provide otherwise. 4.04 CIMCO 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 judgement of CIMCO 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, CIMCO its officer, 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, except as authorized in this Agreement; or (c) engage in any transaction involving or affecting the Fund which is a prohibited transaction under ERISA unless such transaction is permitted by section 408 or 414 under ERISA. 4.06 CIMCO 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 CIMCO as investment manager, CIMCO 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 CIMCO 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 CIMCO 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 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 COMPENSATION On the final business day of each month during which this Agreement is in force, the Trustees shall pay CIMCO for its services hereunder one-twelfth of the sum of the following annual percentages of the value of the Management Assets managed by CIMCO during that month, calculated on the basis of the value of said assets as of said final business day: Annual-4/10 of 1 percent of the first $5 million; 3/10 of 1 percent of next $10 million; 2/10 of 1 percent of next $10 million; 1/10 of 1 percent of next $25 million; and 1/20 of 1 percent over $50 million. 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 Section VI 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 CIMCO in accordance with generally accepted accounting principles and such procedures as may be established by Equitable. 7.01 ARTICLE VII EFFECTIVE DATE, TERMINATION AND RESIGNATION This Agreement shall be effective on the Closing Date determined in accordance with Article XIV of the Master Agreement. 7.02 The amendatory provisions of the Trust Agreement pursuant to 9.01 of the Master Agreement may not be terminated, changed, modified, altered, or amended in any respect prior to the expiration of 5 years from the Closing Date, except as provided in 9.01 of the Master Agreement. 7.03 The status of CIMCO as investment manager hereunder may be termi nated upon 30 days' prior written notice provided by the Equitable to CIMCO. The amount of the Management Assets may be changed by the Equitable upon prior written notice to CIMCO. 7.04 CIMCO may resign as investment manager hereunder upon sixty days' prior written notice to the Equitable. ARTICLE VIII INDEMNIFICATION 8.01 To the fullest extent permitted by law, the Trustees acting on behalf of the Fund agree to indemnify and hold harmless CIMCO from and against any losses, claims, damages or liabilities, joint or several, to which CIMCO may be subject insofar as such losses, claims, damages or liabilities or actions in repect thereof arise by virtue of this Agreement, or the fiduciary duties and responsibilities undertaken pursuant to this Agreement, and will reimburse CIMCO for any legal or other expenses reasonably incurred by CIMCO 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, CIMCO 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 finnal disopsition thereof to the extent provided in the Master Agreement. ARTICLE IX MISCELLANEOUS 9.01 This Agreement may be modified only by a writing signed by duly authorized representatives of the parties hereto. 9.02 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 and CIMCO immediately if the Fund should ever fail to continue to meet such qualification requirements. 9.03 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. 9.04 This Agreement shall be binding upon and enforceable by the successors of the Trustees and any of them. 9.05 CIMCO 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: 8550West Bryn Mawr Avenue, Chicago, Ill. 60631. By: By: Executive Director. THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, Senior Vice President. CROCKER INVESTMENT MANAGEMENT CORP., By: ROBERT G. WADE, Jr. 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 Mercantile National Bank at Dallas ("Mercantile”), a national banking association which is a wholly-owned subsidiary of Mercantile Texas Corporation. ARTICLE I PROVISION OF SERVICES 1.01 Mercantile 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 definition, 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 Mercantile under this Agreement are hereby incorporated into this Agreement, along with any amendments to the Master Agreement. |