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INVESTMENT MANAGEMENT AGREEMENT


This Agreement, made this ___ day of _____________,
____
, is between the
[organization] (“the [organization]”), a retirement [organization] established pursuant to the laws
of the State of [state], and [manager]. (“Investm
ent Manager”) a [type of manager, corporation,
etc.] with a principal place of business at [address]. This Agreement supersedes all prior
Agreements between the parties.


WITNESSETH
:


Whereas, the Board of Trustees of the [organization] (“the Board”) acti
ng pursuant to the
power vested in it, desires to appoint Investment Manager as an investment manager; and

Whereas, Investment Manager is willing to accept appointment as an investment manager
for the [organization];

NOW, THEREFORE, in consideration of the

premises and agreements contained herein,
the parties agree as follows:


1.0

Appointment of Investment Manager
.

1.1.

The [organization] hereby appoints Investment Manager as an investment manager, as
such term is defined in Section 3(38) of the Employee R
etirement Income Security Act of
1974 (“ERISA”), with respect to all cash, securities or other property as may from time to
time be designated by the Board, as assets to be managed by Investment Manager. Such
assets shall constitute and be referred to as “
the Account.”

1.2

Investment Manager hereby accepts such appointment as an investment manager
pursuant to the terms of this Agreement and agrees to restrict investment of the assets of
the Account to [fixed income securities].


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1.3

Investment Manager shall
for all purposes herein provided be deemed to be an
independent contractor and, unless expressly authorized in writing, shall not have
authority to act for and represent the [organization] or the Board in any way or otherwise
be deemed an agent of either o
r both.

1.4

Investment Manager, in its sole discretion, shall manage the Account, and shall invest
and reinvest the assets in the Account, the proceeds from the sale of such assets and the
income and appreciation attributable to such assets, and any such a
dditional assets the
Board may designate, from time to time, less any assets the Board may withdraw from
time to time.

1.5

In acting under the provisions of paragraph 1.4 above and in acting under this Agreement
as a general matter, Investment Manager shal
l act herein as a fiduciary in accordance
with the applicable requirements of the [state] Revised Statutes Annotated, and any
subsequent amendments to these sections, the [organization] Investment Management
Guidelines (attached hereto as Exhibit A) and In
vestment Objectives (attached hereto as
Exhibit B).

1.5.1

The [organization] shall promptly advise Investment Manager with respect to any
amendment of such statutes and of any Amendment of the Investment
Management Guidelines; provided, however, that Inves
tment Manager will not be
bound to follow any such amended Investment Management Guidelines until it
has received written notice thereof from the [organization].

1.5.2

Investment Manager shall provide the [organization] with written prior notice of
any int
ent to change any Investment Objectives. Any such change shall be
effective only upon acceptance, in writing, by Investment Manager and the

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[organization].

1.6

Subject to subparagraphs 1.2 and 1.5 above, Investment Manager may, in its discretion,
and witho
ut obligation on its part to give prior notice to the [organization]’s Custodian or
the Board, (a) buy, sell, exchange, convert, tender and otherwise trade in any [stocks,
bonds or other securities] and (b) execute securities transactions through accounts
established with such brokers or dealers as Investment Manager may in its sole discretion
select, except to the extent otherwise directed by the Board in writing; provided,
however, that all such activities shall be conducted in a manner consistent with th
e
Investment Manager’s fiduciary and other obligations hereunder and under ERISA. The
[organization] shall notify Investment Manager of the name of the Custodian.

1.7

The Board has directed the Custodian, and the Custodian has agreed, to act in accordance

with the instructions of the Investment Manager. Title to all Account assets shall at all
times be registered in the name of the [organization], or the name of the Custodian or its
nominee for the account of the [organization], and the indicia of ownershi
p of all
[organization] assets shall at all times be maintained in trust by the Custodian. Investment
Manager shall at no time have custody of or physical control over the Account assets and
Investment Manager shall not be liable for any act or omission of

the Custodian.

1.8

Cash held in the Account pending direction from Investment Manager may be invested
and reinvested by the Custodian, without instruction or direction from Investment
Manager, in U.S. Treasury bills and other short
-
term, liquid investment
s.

2.0

Standard of Care
.

2.1

Investment Manager shall perform its duties hereunder with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent investor acting in a like

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capacity and familiar with such matters would u
se in the conduct of an enterprise of a
like character and like aims.

2.2

Investment Manager shall discharge its duties hereunder with respect to the Account
assets solely in the interest of, and for the exclusive purpose of providing benefits for,
benefic
iaries of the [organization].

2.3

Investment Manager shall not engage in any transaction involving Account assets that
would constitute a nonexempt prohibited transaction under Section 406 of ERISA.

2.4

Investment Manager has been appointed in reliance on
Investment Manager’s special
skills and expertise and Investment Manager shall use those skills and expertise in the
discharge of its duties hereunder.

3.0

Representations, Warranties and Covenants of Investment Manager
.

3.1

Investment Manager represents a
nd warrants to the Board that it is registered as an
investment advisor under the Investment Advisors Act of 1940.

3.2

Investment Manager acknowledges that it is a “fiduciary” with respect to the Account
assets within the meaning of Section 3(21) of ERISA;

warrants that none of the
disqualifications described in Section 411 of ERISA apply to the Investment Manager;
and specifically agrees to perform its duties under this Agreement with the care, skill,
prudence and diligence under the circumstances then pre
vailing that a prudent investor
acting in like capacity and familiar with such matters would use in an enterprise of like
character and with like aims and in accordance with the prudent investor rule described in
the [state] Probate Code.

3.3

Investment Ma
nager shall secure and maintain at all times during the term of this
Agreement a bond or bonds protecting the Account assets that meet the requirements of

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and in the amount specified under Section 412 of ERISA and the regulations thereunder,
and shall incl
ude among those covered by such bond or bonds Investment Manager and
any natural person employed by Investment Manager or its affiliates who handles or
controls assets constituting a portion of the Account.

3.4

Investment Manager shall maintain errors and
omissions insurance in amounts acceptable
to the Board which shall protect the Account against losses from the negligent acts, errors
or omissions of Investment Manager. A copy of the policy and certificate of insurance
with respect thereto shall be provid
ed to the Board upon request at any time.

3.5

Investment Manager shall comply with all applicable laws of the State of [state] and the
United States of America, and any governmental or regulatory authority outside of the
United States.

3.6

Investment Manag
er warrants that it has not employed or written to any company or
person, other than a bona fide employee working solely for the Investment Manager, to
solicit or secure this Agreement, and that it has not paid, or agreed to pay any company or
person, othe
r than a bona fide employee working solely for Investment Manager any fee,
commission, percentage, brokerage fee, gifts or any other consideration, contingent upon,
or resulting from, the award of this Agreement. For breach of this warranty, the
[organizat
ion], in addition to its right to terminate this Agreement shall have, in its
discretion, the right to deduct from the fees or other consideration payable hereunder, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gifts or contingent fee.

3.7

Investment Manager will furnish to the Board, from time to time, such evidence as the
Board may reasonably request that it satisfies the foregoing requirements, and shall

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promptly notify the Board of Trustees if it has reason t
o believe that any of the foregoing
representations, warranties or covenants may cease to be satisfied.

4.0

Representations and Warranties of the Board
.

4.1

The Board represents and warrants that the assets transferred to the Account consist
solely of asse
ts of a trust which qualifies under Sections 401(a) and 501(a) of the Internal
Revenue Code (“the Code”), including government plans as defined in Section 414(d) of
the Code. In the event that any assets held in the Account lose their tax exempt status, or

the [organization] loses its exempt status, the Board warrants that it shall immediately
cause such assets to be withdrawn from the Account.

4.2

The Board represents and warrants that it is a fiduciary as that term is defined in
Section

3(21) of ERISA; th
at it is authorized to enter into this Agreement and to appoint
Investment Manager as an investment manager under the statutes creating the
[organization]; and, that it has received a copy of Part II of Investment Manager’s most
recent Securities and Excha
nge Commission Form ADV.

4.3

The Board represents and warrants that under the statutes creating the [organization], it
has the authority to invest assets of the [organization] in fixed income securities.

5.0

Procedures
.

5.1

All payments, disbursements, receipt
s and other transactions in cash or securities in
respect of the investment activities of the Account (excluding fee payment
disbursements) shall be made directly to or from the Custodian at the direction of
Investment Manager. Instructions from the Invest
ment Manager to the Custodian shall be
made as required by the Custodian. Instructions communicated orally shall be confirmed
in writing as soon as practicable thereafter. Investment Manager shall instruct all brokers

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or dealers executing orders on behalf

of the Account to forward to the Custodian and the
[organization] copies of all brokerage confirmations promptly after the execution of
transactions.

6.0

Reports; Meetings

6.1

Monthly reports
. The Investment Manager shall provide to the Board the following
m
onthly reports to be filed by the 15
th

day of the month following the month reported on
unless otherwise directed or agreed to by the Board:

6.1.1

Valuation of the Account as of the last day of the month, showing inventories at
cost and market, relevant ma
rket segmentations and valuations thereof, and such
other information as may from time to time be specified by the Board.


[In computing the market values of all common and preferred stocks in the
Account, each such security listed on any national securiti
es exchange shall be
valued at its last sale price on the valuation date. Listed stocks not traded on such
date and all unlisted stocks regularly traded in the over
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the
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counter market shall
be valued at the latest available bid price quotation furnished t
o the Investment
Manager by the National Association of Securities Dealers, Inc., the National
Quotation Bureau Incorporated, or similar organization. Corporate and
government bonds shall be valued in such manner as determined in good faith by
the Investm
ent Manager to reflect their fair market value. Such valuation may
incorporate models prepared by bond valuing services, last sale prices for listed
securities and over
-
the
-
counter bid prices. Any other securities shall be valued in
such manner as determ
ined in good faith by the Investment Manager to reflect
their fair market values.


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Investment Manager shall perform a monthly reconciliation of the Account’s
market value, income earned, transaction activity, and cash balances as reported
by the Custodian,

to the records of the Investment Manager. Differences shall be
communicated to the Custodian in a timely manner. Resolution of differences is
the responsibility of the Investment Manager and the Custodian. The Investment
Manager is responsible for noti
fying the Board of unresolved discrepancies
between the Investment Manager’s records and those of the Custodian for as long
as they persist. The records of the Custodian shall be the authoritative source for
all purposes of this Agreement.]

6.1.2

Performa
nce returns relative to the benchmark as of the last day of the month for
the month and the year then ending,

6.1.3

All Account transactions during the month,

6.1.4

Concise narrative discussion of change in the market value of the portfolio of 3%
±.

6.1.5

Identification of derivative holdings during and as of the last day of the month, in
a form established by the [organization], or a statement that no derivatives were
then held.

6.1.6

A statement that all investment activities by Investment Manager on beha
lf of the
Account were in full compliance with the Investment Management Guidelines set
out in Exhibit A, except to the extent of any temporary deviation from the
Guidelines specifically authorized by the Board in writing.


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6.2

Quarterly reports
. The Inves
tment Manager shall provide the following reports to the
Board on a quarterly basis, to be filed by the 15
th

day of the month following the end of
the quarter reported on unless otherwise directed or agreed to by the Board:

6.2.1

Performance return of the
Account relative to the benchmark, for the quarter and
for the 1, 3, 5 and 10 year and since inception periods then ending (insofar as
relevant to the Account).

6.2.2

Narrative discussion of Account activity and performance in the quarter with
analysis the
reof, and Investment Manager’s information, analysis and views as to
relevant economic and market conditions, factors and outlooks.

6.3

Ad Hoc Reports
. Investment Manager shall provide to the Board the following reports to
be filed as specified below:

6.3
.1

Immediate notification by telephone, subsequently confirmed in writing, when the
Investment Manager becomes aware of information that may have a material
impact on the Account or any asset in the Account and other information of any
kind of which a prud
ent investment manager would make the Board aware. Such
instances include changes in the value of the portfolio of 5% or greater in any
period of five business days or less, change in the legal structure or ownership of
the Investment Manager as a busines
s entity, significant legal action by or against
the Investment Manager that potentially affects the Account or the management of
the Account, change in senior officers of the firm or senior personnel who manage
or service the Account, any investigations,
examinations, or other proceedings
commenced by any governmental regulatory agency which are not conducted in

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the ordinary course of Investment Manager’s business, and any other instances of
similar materiality or significance.

6.3.2

Investment Manager’s F
orm ADV, Part II, whenever filed or refiled.

6.3.3

Other reports or forms as required under other provisions of this Agreement.

6.3.4

Such other reports as may from time to time be requested or required by the
Board.

6.4

Investment Manager shall provide al
l reports required herein in hard copy. At the request
of the [organization], Investment Manager shall also provide reports online and provide
online access to data underlying reports.

6.5

Investment Manager shall participate in portfolio and performance
review meetings with
Board at least twice yearly, unless otherwise determined by the Board.

7.0

Services to Other Clients
.

7.1

It is understood that Investment Manager performs investment advisory services for other
clients. The Board agrees that Investmen
t Manager may give advice and take action with
respect to any of its other clients which may differ from the advice given to, or the timing
or nature of action taken with respect to, the Account, provided Investment Manager
allocates investment opportuniti
es among clients on a fair and equitable basis.

7.2

It is further understood that Investment Manager, its affiliates, and any officer, director,
stockholder, employee or any member of their families may or may not have an interest
in the securities whose
purchase and sale Investment Manager may from time to time
recommend under this Agreement, and the Board agrees that Investment Manager may
recommend actions with respect to securities of the same kind which may be the same as
or different from the action
which Investment Manager, or any of its affiliate, or any

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officer, director, stockholder, employee or any member of their families, or other
investors may take with respect thereto.

8.0

Allocation of Brokerage
.

8.1

Investment Manager is authorized as provi
ded in this paragraph to place orders for the
execution of securities transactions for the Account with or through such brokers or
dealers as Investment Manager may select. Investment Manager may allocate
transactions to such brokers and dealers for execut
ion on such markets, at such prices and
at such commissions rates as in the good faith judgment of Investment Manager will be in
the best interest of the Account, taking into consideration in the selection of such brokers
and dealers not only the available

prices and rates of brokerage commissions, but also
other relevant factors (such as, without limitation, execution capabilities and research
services provided by such brokers or dealers which are expected to enhance the
capabilities of Investment Manager
to serve the Account). All services provided to
Investment Manager for commissions paid in connection with Account transactions shall
satisfy the requirements of Section 28(e) of the Securities Exchange Act of 1934 and the
requirements and restrictions rel
ating to the payment of commissions for the provision of
such services under laws applicable to employee benefit plans that are subject to ERISA.
Investment transactions may not be executed through the facilities of Investment
Manager or its affiliates unl
ess expressly authorized by the Board in writing.

9.0

Log of Brokerage Transactions
.

9.1

Investment Manager shall maintain, and make available to the [organization], a log of all
transactions placed through all securities brokerage firms, which log shall r
eflect the
name of the firm, a description of each transaction (including the amount and securities

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involved), the date of each transaction and the amount of fees and commissions paid.

10.0

Proxies; other actions

10.1

Investment Manager shall vote all prox
ies solicited with respect to securities in which
Account assets are invested, voting in accordance with the Board’s proxy voting policy
unless otherwise directed or permitted by the Board. The Board shall provide Investment
Manager with a copy of its pro
xy voting policy and any changes thereto.

10.2

Investment Manager shall report to the Board its votes on all proxies. The report shall be
in the format and on the schedule established by the [organization].

10.3

Investment Manager is authorized to vote on

such matters as tender offers, workouts,
reorganizations, bankruptcies and class actions, including without limitation matters
related to opting in or opting out of a class and approval of class action settlements, when
such a vote is solicited by, or wit
h respect to, issuers of securities beneficially held by the
Account. Investment Manager shall act in the best interest of the [organization] as a
shareholder in such votes and actions.

11.0

Fees
.

11.1

The compensation of Investment Manager shall be deter
mined in accordance with
Exhibit C attached hereto. The investment management fee shall be computed quarterly
at one
-
fourth (1/4) the rate set forth in Exhibit C based upon the market value of assets as
of the close of business on the last day of each cale
ndar quarter.

11.2

Investment Manager will invoice the [organization] quarterly. Payment will be made for
undisputed charges within thirty (30) days of receipt of a detailed invoice. The
[organization] shall notify Investment Manager twenty (20) days after

receipt of an
invoice of any disputed amounts. Payment of disputed amounts will be made in

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accordance with the resolution of the dispute by the parties.

11.3

Investment Manager represents and warrants that the fees payable pursuant to Exhibit C
are no les
s favorable than those payable by Investment Manager’s other clients of
comparable size, objectives and guidelines, excluding eleemosynary accounts and
accounts whose fees are based on investment performance. Investment Manager agrees to
immediately notify

the [organization] if, at any time, any management fees payable by
any other clients of comparable size, objectives and guidelines are more favorable than
those set forth in Exhibit C. Upon such notification, the [organization] has the right to
institute

such fees under this Agreement and the parties agree to amend Exhibit C
accordingly.

12.0

Authority/Board’s Representative
.

12.1

The Executive Director of the [organization] (“Executive Director”) shall have authority
to act on behalf of the Board with re
spect to the Account and this Agreement. The
authority of the Executive Director shall include, but not be limited to, the authority to
stop work under this Agreement and to certify when payments under this Agreement are
due and the amounts to be paid.

13.
0

Maintenance of Records
.

13.1

Investment Manager shall maintain during the term of this Agreement, and for three (3)
years after the expiration or termination of this Agreement, adequate books, records, and
supporting documents to verify the amounts, reci
pients, and use of all disbursements of
funds in conjunction with this Agreement. All books, records and supporting documents
related to this Agreement shall be available for review and audit by the [organization] or
any authorized representative of the [o
rganization]. Investment Manager agrees to

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cooperate fully with any audit conducted, to provide full access to all relevant materials
and to provide copies of all relevant materials to the [organization] or authorized
representative of the [organization] i
f requested. Failure to maintain the books, records
and supporting documents required by this paragraph shall establish a presumption in
favor of the Board for the recovery of any funds authorized to be paid by the Board under
this Agreement for which adeq
uate books, records and supporting documentation are not
available to support their purported disbursement.

14.0

Effective Date
.

14.1

This Agreement shall become effective on the date first above written and shall terminate
in accordance with the terms of
this Agreement.

15.0

Termination
.

15.1

This Agreement may be terminated immediately, in whole or in part, at any time by the
Board. This Agreement may be terminated by Investment Manager upon thirty (30) days
advance written notice to the [organization].
In addition, the Board or the Executive
Director, without prior written notice, may orally direct Investment Manager to cease its
management activities in whole or in part with respect to the Account and Investment
Manager shall act in accordance therewith
. The oral direction shall be confirmed in
writing as soon as practicable.

15.2

Upon termination, fees of Investment Manager shall be prorated to the date of
termination specified in the notice of termination.

16.0

Non
-
assignability
.

16.1

This Agreement m
ay not be assigned by Investment Manager without the written consent
of the Board.


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17.0

Notices
.

17.1

All notices and instructions with respect to securities transactions or any other matters
contemplated by this Agreement shall be deemed duly given when d
elivered to the
respective parties as follows:

17.1.1

To the Board and [organization]:


[name]


[organization]


[address]

17.1.2

To Investment Manager:


[name]

[manager]

[address]



17.2

Except as otherwise provided in this Agreement, any such notice shall be eff
ective (a) if
sent by certified or registered mail return receipt requested, by United States express mail
or by courier service, when actually received; (b) if sent by facsimile transmission, on the
date sent, provided confirmatory notice is deposited in
the United States mail postage
prepaid on said date; or (c) if delivered by hand, on the date so delivered. The address or
addressee to receive notice for any party may be changed by such party from time to time
by giving notice in the foregoing manner. An
y notice required under this Agreement may
be waived only in writing signed by the person entitled to notice.

18.0

Equal Employment Opportunity
.

18.1

Investment Manager will not discriminate against any employee or applicant for
employment relating to this

agreement because of race, color, religious creed, sex,
national origin, ancestry, age, physical or mental handicap or sexual orientation, unless

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related to a bona fide occupational qualification. Investment Manager will take
affirmative action to ensure
that applicants are employed and employees are treated
during employment, without regard to their race, color, religion, creed, sex, national
origin, ancestry, age, physical or mental handicap or sexual orientation. Such action shall
include but not be lim
ited to the following: employment, upgrading, demotions, or
transfers; recruitment or recruitment advertising; layoffs or terminations; rates of pay or
other forms of compensation; and selection for training including apprenticeship.
Investment Manager agr
ees to post in conspicuous places available to employees and
applicants for employment notices setting forth the provisions of this nondiscrimination
clause.


18.2

Investment Manager will, in all solicitations or advertising for employees placed by or on
b
ehalf of the Investment Manager relating to this Agreement, state that all qualified
applicants will receive consideration for employment without regard to race, color,
religious creed, sex, national origin, ancestry, age, physical or mental handicap or se
xual
orientation.

18.3

Investment Manager will cause the foregoing provisions to be inserted in any authorized
subcontract for any work covered by this Agreement so that such provisions shall be
binding upon each subcontractor.

19.0

Employment and Personne
l
.

19.1

Investment Manager shall not offer to hire, hire or contract with any employee or retired
former employee of the [organization] or of the State of [state] during the term of this
Agreement, without the written consent of the Board.

19.2

No person e
mployed by the [organization] or by the State of [state] at the time this

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Agreement is executed, or at any time thereafter, shall be admitted to any share or part of
the Agreement or to any benefit that may arise therefrom, directly or indirectly, due to
e
mployment by or financial interest in Investment Manager or any affiliate of Investment
Manager.

20.0

Liability and Indemnification
.

20.1

Investment Manager agrees to indemnify, defend and save harmless the [organization],
its trustees, officers, agents an
d employees from any and all claims, costs, expenses,
injuries, liabilities, losses and damages of every kind and description (hereinafter in this
paragraph referred to as “claims’) resulting from or arising out of the performance of this
Agreement by Inve
stment Manager, its employees, agents, or subcontractors. Claims to
which this indemnification applies include, without limitation, the following: (i) claims
suffered or incurred by any contractor, subcontractor, materialman, laborer and any other
person,
firm, corporation or other legal entity ((hereinafter in this paragraph referred to as
“person”) providing work, services, materials, equipment or supplies in connection with
the performance of this Agreement; (ii) claims arising out of a violation or infr
ingement
of any proprietary right, copyright, trademark, right of privacy or other right arising out
of publication, translation, development, reproduction, delivery, use, or disposition of any
data, information or other matter furnished or used in connect
ion with this Agreement;
(iii) claims arising out of a libelous or other unlawful matter used or developed in
connection with this Agreement; (iv) claims arising out of the death, or injury to, any
person, due to the negligent performance of services under

this Agreement; and (v) all
legal costs and other expenses of defense against any asserted claims to which this
indemnification applies. This indemnification does not extend to a claim that results from

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(a) the [organization]’s negligence or unlawful act;

(b) action by Investment Manager
taken in reasonable reliance upon an instruction or direction given by an authorized
person acting on behalf of the [organization] in accordance with this Agreement; or (c)
false or incorrect information provided to Invest
ment Manager by the [organization] or
any agent of the [organization].

21.0

Entire Agreement; Amendment
.

21.1

This Agreement, together with the Exhibits annexed hereto, constitutes the entire
agreement of the parties hereto; is intended to be the complete
and exclusive statement of
the terms hereof; and, except as provided in paragraph 1, may not be modified or
amended except by a writing signed by the parties hereto.

22.0

Governing Law
.

22.1

This Agreement shall be governed by, and construed in accordance
with, the laws of the
State of [state], without regard to conflict of laws principles. References herein to
provisions of law shall be deemed to include a reference to any amendments thereof and
any successor provisions thereto.

23.0

Counterparts
.

23.1

Thi
s Agreement may be executed in any number of separate counterparts, each of which
shall be deemed an original, but the several counterparts shall together constitute but one
and the same Agreement of the parties thereto.

24.0

Waiver
.

24.1

Either party to t
his Agreement may waive compliance with conditions to such party’s
performance or with any of the agreements or covenants of the other party contained
herein. Any such extension or waiver shall be valid only if set forth in an instrument in

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writing signed

by the party to be bound thereby. Any waiver of any term or condition
shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the
same term or condition, or a waiver of any other term or condition of this Agreement.
The fai
lure of any party to assert any of its rights hereunder shall not constitute a waiver
of any of such rights.

25.0

Confidential Relationship
.

25.1

Information furnished by either party to the other, including their respective agents and
employees is confide
ntial, and shall not be disclosed to third parties except as
necessitated by regulatory authority or otherwise required by law.


IN WITNESS WHEREOF, a duly authorized representative of the Board and a duly
authorized representative of Investment Manager ha
ve executed this Agreement on the day and
year first written above.








[ORGANIZATION]























[name]







[title]










[MANAGER]























[name]







[title]


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EXHIBIT A


BOARD OF TRUSTEES


[ORGANIZATION]


INVESTMENT MAN
AGEMENT GUIDELINES


AND PERFORMANCE MEASUREMENT



General Guidelines


1.

Investment Manager will act solely as a [type of assets] manager, and will restrict its
investment to [type of assets] securities.


2.

Investment Manager shall adhere to the Investment Obje
ctives set forth in Exhibit B to
the Agreement between the Board and the Investment Manager dated _______________,
1999 (“the Agreement”). These Investment Objectives shall not be changed without the
express written consent of the Board.


3.

Investment Manag
er shall be solely responsible for sector and security selection, portfolio
quality and timing of purchases and sales, except as otherwise provided in Specific
Guidelines.


4.

Investment Manager shall not engage in the following transactions without the expre
ss
written prior authorization of the Board: short sales, buying on margin, options and
futures.


5.

Investment Manager shall execute all transactions at competitive costs representing best
execution.


6.

Investment Manager shall manage the Account, including s
pecifically the investment of
Account assets in any derivative security, in a manner that does not materially increase
portfolio volatility, create leverage or constitute speculative action.


7.

In addition to the requirements of 6 above, derivative securitie
s (a) may be used only if
they are more attractive than the direct investment or if they manage the risk of the
portfolio and when their possible impact can be quantified and reported in a meaningful
and understandable manner; (b) may not be used for specu
lation or leverage or as short
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term trading vehicles; and (c) should not change the duration of a portfolio relative to the
benchmark by a greater margin than the manager would within the physical portfolio.


8.

Investment Manager shall diversify the investme
nt of Account assets so as to minimize
the risk of large losses and to reduce the impact on the Account of large losses in

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individual investments. Where prudence indicates otherwise, Investment Manager shall
consult with the Board.


9.

Investment Manager sha
ll maintain risk management controls to ensure that the Account
is invested as represented by Investment Manager to the Board and in compliance with
the General and Specific Guidelines and other terms of this Agreement.


10.

In the event that any of the Guidel
ines is breached as a result of market movements,
credit downgrades or any other event outside of Investment Manager’s control,
Investment Manager shall immediately notify the Board in writing of the breach and the
reasons for it and shall have a reasonabl
e period of time, not to exceed 30 days without
the written agreement of the Board to a longer period, to bring the portfolio back into
compliance with such parameters.


Specific Guidelines


Record cash limitation guideline, where it exists, to read:

Inves
tment Manager shall not permit cash levels to exceed ten percent (10%) of the market value
of the assets in the Account, as defined in the Agreement, unless specifically authorized in
writing by the Board.


Performance Measurement


1.

Investment Manager’s per
formance in managing the Account will be measured against
the [benchmark] (“the Benchmark”).


2.

Investment Manager’s performance will be measured against the Benchmark for periods
of one (1), three (3), five (5) and ten (10) years (as relevant) and since inc
eption.


3.

Investment Manager’s performance in managing the Account shall exceed the
Benchmark by [basis points] basis points, net of transaction costs and management fees
over a full market cycle.


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EXHIBIT B


BOARD OF TRUSTEES


[ORGANIZATION]


INVESTMENT

OBJECTIVES FOR THE ACCOUNT

MANAGED BY INVESTMENT MANAGER





Investment Manager:


[manager]



[provided by manager]

EXHIBIT C


BOARD OF TRUSTEES


[ORGANIZATION]


FEE SCHEDULE




Investment Manager:


[manager]


For services to be rendered by the Investment

Manager pursuant to this Agreement, the
[organization] shall pay an annual fee in accordance with the following schedule:



[fee schedule]