ARTICLE XII: FEES

1201. Non-Recurring Start Up Fees.-At the Closing Date, the Trustees acting on behalf of the Fund shall pay a one-time start-up fee to Equitable and to VPCO in the amounts set forth in the Investment Management Agreements to be executed as provided in § 2.08 hereof. Such fees represent compensation to Equitable and VPCO in consideration for services performed pursuant to Articles V and VI and § 8.07 hereof and for the services required to enable each of them to commence as an investment manager. If for any reason the Investment Management Agreements with Equitable or VPCO are terminated prior to the time that such services are fully rendered, an appropirate adjustment of the one-time start-up fees shall be made within thirty days after such termination.

12.02. Recurring Fees.-The Trustees acting on behalf of the Fund shall pay equitable in quarterly installments a fee for its services as Fiduciary based on the value of the assets of the Fund over which Equitable is acting as Fiduciary; provided, however, that any assets of the Fund accepted for management by Equitable as an investment manager shall not be included in the calculation of such fee. The amount of the fee payable for each calendar quarter shall be equal to the sum of (a) .025% of the first $500,000,000 of such assets and (b) .0125% of that portion of such assets in excess of $500,000,000.

The fee for each calendar quarter shall be based on the value of such assets at the end of such quarter, and shall be payable at the end of such quarter. Compensation for any partial quarter shall be prorated. Fees at such rate shall be payable to Equitable so long as it continues to act as the Fiduciary and shall be subject to adjustment only upon the mutual agreement of Equitable and the Trustees acting on behalf of the Fund.

The Trustees acting on behalf of the Fund shall pay Equitable and VPCO an annual fee for management of the Real Estate-Related Assets pursuant to and in accordance with the Investment Management Agreements executed between the Trustees on behalf of the Fund and Equitable and VPCO as provided in § 2.08 hereof.

The Trustees acting on behalf of the Fund shall pay Equitable and each of the Additional Securities Managers a fee for management of the Securities-Related Assets pursuant to and in accordance with the Investment Management Agreements executed between the Trustees on behalf of the Fund and Equitable and each of the Additional Securities Managers as provided in § 2.08 hereof.

The Trustees acting on behalf of the Fund shall pay recurring fees to each OAM in such amount as shall be mutually agreed to by OAM and Equitable, provided that the fees payable by the Fund to OAM shall not exceed the test of "reasonableness" imposed on employee plans by ERISA and provided further that, in the event Equitable is appointed as an OAM, the Trustees shall approve the fees to be paid Equitable for such activity.

The Trustees acting on behalf of the Fund shall pay to each additional investment manager recurring fees in such amounts as shall be mutually agreed to by such additional investment manager and Equitable, provided that the fees payable by the Fund to each such additional investment manager shall not exceed the test of "reasonableness" imposed on employee benefit plans by ERISA. 12.03. Expense Reimbursement.—In addition to the non-recurring and recurring fees provided for in §§ 12.01 and 12.02, Equitable, VPCO and any OAM shall be reimbursed by the Trustees acting on behalf of the Fund for fees and expenses incurred for Supplemental Services, as set forth in the applicable Investment Management Agreements to be executed as provided in § 2.08 hereof.

Before Equitable or VPCO shall contract on behalf of the Fund as a reimbursable expense pursuant hereto for any new appraisals, in connection with the initial Evaluation of any Real Estate-Related Asset, Equitable or VPCO, as the case may be, shall have concluded 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, shall not incur expenses for such new appraisals in excess of $500,000 in the aggregate.

ARTICLE XIII: GOVERNMENTAL ASSISTANCE AND SUPPORT

The Trustees, Equitable and the investment managers of the Fund shall each have the right to request assistance and other support from a specially created governmental task force for the purpose of preserving and protecting the interests of the participants and beneficiaries of the Fund. In addition, Equitable and the investment managers shall each have the right under this Agreement to obtain technical advice from the United States Department of Labor pertaining to Fund

investments and procedural problems and assistance and coordination on the obtaining of advice and assistance from the Internal Revenue Service, the United States Department of Justice and other governmental agencies to the extent such agencies have knowledge of, or jurisdiction over, matters pertaining to Fund investments.

ARTICLE XIV: THE CLOSING DATE AND THE CLOSING

The actions to be taken by the parties hereto pursuant to this Agreement on the Closing Date (the "Closing") will occur at a place to be agreed upon by the patries hereto. For purposes of this Agreement, the "Closing Date" shall mean September 1, 1977 (or any earlier date mutually approved by all parties to this Agreement) except that Equitable or VPCO may elect to postpone the Closing Date if it determines that it has not received all necessary rulings, exemptions and opinions of governmental authorities. If the Closing Date does not occur on or before November 1, 1977 the Trustees may elect to rescind this Agreement, with said rescission to become effective after thirty days' written notice by the Trustees to Equitable VPCO and the United States Department of Labor. Upon execution of this Agreement, Equitable and VPCO will promptly begin review with the United States Department of Labor and other appropriate governmental agencies of the actions that such agencies are to take before the Closing Date.

ARTICLE XV: MISCELLANEOUS

15.01. Headings-Captions.—The headings and the captions contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation hereof.

15.02 Further Acts and Assurances.-In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by or on behalf of the Trustees, the Trustees hereby agree to perform, execute and/or delivered at the Closing, any and all such further acts, deeds and assurances as either Equitable or VPCO may reasonably require to consummate the transactions contemplated hereby.

15.03 Counterparts.-This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which counterparts shall together constitute but one and the same instrument.

15.04 Confidentiality.-Equitable and VPCO each shall retain as strictly confidential all information about the Fund received by it in performing services contemplated by this Agreement, except to the extent disclosure thereof is or may be apropriate in the exclusive judgment of Equitable or VPCO as the case may be, and except as required by obligations in performance of this Agreement or by its obligations of compliance with federal or state laws and regulations. 15.05 Successor Trustees.-This Agreement shall be binding upon and enforceable by the successors of the Trustees and any of them.

15.06 Assignment.-Neither Equitable nor VPCO may assign this Agreement, or any rights and responsibilities hereby created, without the prior written consent of the Trustees.

15.07 Governing Law.-This Agreement shall be construed and enforced aecording to the laws of the State of Illinois and, to the extent of any federal preemption, the laws of the United States of America.

In witness whereof, the parties hereto have executed this Agreement as of the day and year first above written:

Parties:

G.

Hubert L. Payne,

LeRoy L. Wade, Howard McDaugan,

Harold

Thomas F. O'Malley, Trustees of the Central States Southeast and Southwest areas pension fund.

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

By:

Executive Director.

THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES,

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

By LEO M. WALSH, JR., VICTOR PALMIERI & CO., INC.,

By

Vice President and Managing Principal.

Address: 2021 K Street, NW., Washington, D.C. 20006.

INVESTMENT MANAGEMENT AGREEMENT (REAL ESTATE-RELATED ASSETS)

This agreement is executed and entered into as of the 30th day of June, 1977, by, between and among 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 the Real Estate-Related Assets of the Fund allocated to it pursuant to the Master Agree

ment.

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 ("VPCO"), 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 Agreement, along with any amendments to said Master Agreement.

ARTICLE III: ACCEPTANCE OF ASSETS FOR MANAGEMENT: INSPECTION, DOCUMENTATION AND EVALUATION

3.01 As soon as practicable after execution of this Agreement, a schedule of Real Estate-Related Assets allocated to Equitable for management, as provided in Article IV of the Master Agreement (the "Asset Schedule"), shall be supplied to Equitable by the Trustees.

3.02 Promptly following its receipt of the Asset Schedule, Equitable shall commence the Inspection and Documentation process described in § 5.04 of the Master Agreement with respect to the Real Estate-Related Assets allocated for acceptance for management to Equitable on the Asset Schedule. On the Closing Date as determined in accordance with Article XIV of the Master Agreement, each such asset, the existence and condition of which has been verified by Equitable's Inspection and which either has not been designated by Equitable for additional Documentation, or for which such additional Documentation has been completed, shall be submitted to Equitable for management under and pursuant to this Agreement, and, except as provided herein, Equitable shall immediately accept the management duties and responsibilities for such asset and promptly notify the Executive Director of the Fund and the custodian.

From and after the Closing Date, Equitable shall proceed to complete or cause to be completed any Inspection or Documentation which was incomplete on the Closing Date as to any Real Estate-Related Asset allocated to it for its management. As Inspection and Documentation are completed as to each such asset, the asset shall be submitted to Equitable for management and, except as provided herein, Equitable shall immediately accept the management duties and responsibilities for such asset and shall promptly notify the Executive Director of the Fund and the custodian.

Equitable shall be entitled in its sole discretion not to accept the management of any Real Estate-Related Asset. This right shall be exercised on the Closing Date except that, with respect to an asset as to which Inspection and Documentation were incomplete on the Closing Date, the right is to be exercised within thirty days after Equitable shall have completed such Inspection and Documentation. Pursuant to § 5.05 of the Master Agreement, any asset not accepted by Equitable pursuant hereto is to be accepted for management by VPCO within thirty days after such nonacceptance, with an appropriate reallocation of the investment management fees as between Equitable and VPCO.

3.03 During the time that the Inspection, Documentation and Evaluation of any asset is being conducted, and also after any asset of the Fund has been accepted for management, any action required of the Trustees, the Executive Director or the staff of the Fund in order to aid or assist in the performance by

Equitable of its duties and responsibilities as contemplated by this Agreement shall be taken by those persons in such manner and at such times as may be reasonably requested by Equitable, including transfer by the Fund to the custodian of any item described in § 5.02 of the Master Agreement.

3.04 With respect to each Real Estate-Related Asset which is accepted by Equitable for management and which it does not recommend be valued at its book value, Equitable shall promptly prepare a Valuation File containing such materials and documents as are ordinarily and customarily employed in the valuation of Real Estate-Related Assets including but not limited to, where deemed appropriate and necessary by Equitable for such purpose, attorneys' opinions with respect to the validity and enforceability of the documentation evidencing, governing or pertaining to the asset; appraisals and all legal and collateral documents and summaries thereof; and a summary description of the asset, its history and all pertinent facts or circumstances relating to its value. Based on such materials and documents, Equitable shall recommend in the Valuation File the value of each such asset in accordance with statutory requirements.

Each Valuation File and value recommendation shall be forwarded to the Trustees for agreement as to such value; if no such agreement as to value is reached, such Valuation File an valuation recommendation shall be forwarded to a Real Estate-Related Asset Valuation Committee (the "Real Estate Valuation Committee") composed of three disinterested persons experienced in the evaluation of Real Estate-Related Assets, who shall be paid reasonable fees by the Fund. All three members of the Real Estate Valuation Committee shall be selected by the Department of Labor from a list of nominees submitted for that purpose by Equitable and VPCO.

The Real Estate Valuation Committee shall examine each Valuation File and Equitable's valuation recommendations, together with such other further information as may be available to or required by such Real Estate Valuation Committee, and shall establish by majority vote of such committee, within thirty days of its receipt of the Valuation File, a value for each Real Estate-Related Asset. Such valuation shall be conclusive and binding for all purposes of this Agreement upon the Fund and Equitable as the value of each such asset as of the valuation date thereof.

3.05 In the event a Valuation Committee establishes a value for an asset which is substantially different from that recommended by Equitable, as to any asset for which it previously accepted management duties and responsibilities, Equitable may, upon thirty days' written notice to VPCO, terminate its management duties and responsibilities for such asset, in which event, pursuant to Article VII of the Master Agreement, VPCO shall thereupon accept the management duties and responsibilities for such asset, with an appropriate reallocation of investment management fees as between Equitable and VPCO.

ARTICLE IV: EQUITABLE'S BASIC SERVICES AND AUTHORITIES

4.01 With respect to the obligations of Equitable contemplated in Article III hereof, the Basic Services to be rendered by Equitable shall include the following: (a) Examine all items of documentation delivered pursuant to § 5.02 of the Master Agreement.

(b) Examine additional doocuments 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 Equitable 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 interests of the Fund 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 expenditures 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 Equitable or other persons such further documents, instruments, powers, proxies, assurances, and any other writings as Equitable may reasonably request in order to empower Equitable to perform the foregoing services and any other acts necessary, desirable or convenient for Equitable 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

Equitable, in its capacity as investment manager of Real Estate-Related Assets hereunder, 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;