[STANDARD FORMAT -- TO BE CUSTOMIZED FOR EACH  RELATIONSHIP] 

[brackets, blanks and underscores indicate suggested places for customization]   

             INVESTMENT MANAGEMENT AGREEMENT 

THIS AGREEMENT is made this _____ day of _______________________, _____, by and between the ________________RETIREMENT SYSTEM, a retirement system established pursuant to the laws of the State of ___________ ("Client"), and_________ _______________________, an                   [e.g.investment management firm which is a Delaware corporation], located in ______________________________ ("Manager").

WHEREAS, Client has certain funds and securities ("the Fund") available for investment and reinvestment, which Fund is held in safekeeping by ______________________("the Custodian"); and

WHEREAS, Client now desires to retain Manager as a _______________[e.g., domestic equity, international equity, domestic fixed income, etc.]  manager in accordance with the Statement of Investment Policy, Objectives and Guidelines for a           [e.g.,value equity manager over all market capitalization levels], to manage and invest such portion of the Fund as shall be determined from time to time; and

WHEREAS, Manager consents to such retention upon the terms and conditions stated herein;

NOW, THEREFORE, in consideration of their mutual undertakings, THE PARTIES AGREE as follows:

                                                            WITNESSETH THAT:

1.         CLIENT'S APPOINTMENT OF MANAGER:  POWERS AND DUTIES.  Client hereby appoints Manager to direct the Custodian regarding the investment and reinvestment of that portion of the Fund which Client shall from time to time designate (such portion hereinafter called the "Account"), the assets of which are described as        [e.g., cash, common and preferred stock, options, financial future contracts], and such other assets as may from time to time be transferred to Manager's control, upon the terms and conditions set forth herein. The objective of the Account is to achieve or exceed the specified time-weighted rate of return while remaining within the relative risk levels as set forth the in the Investment Guidelines (as defined below) for a [______type_______]  manager over the course of a fair market cycle of three to five years.  Manager in its discretion may vote upon any stocks, bonds or other securities in the Account, and shall give general or special proxies with or without power of substitution with respect thereto.  Manager shall submit its proxy voting guidelines to Client to review at any time Client so requests in writing.   Manager shall use its best efforts to increase the value of the assets of the Account by directing the Custodian to invest and reinvest the assets; directing the Custodian to sell or otherwise dispose of any investments; directing the Custodian to exercise or abstain from exercising any options, privileges or rights held as part of the Account; and making such purchases or sales, or issuing directly to a broker or dealer orders for such purchases or sales of such securities as Manager may deem appropriate. Within the guidelines contained in Client's current Statement of Investment Policy, Objectives and Guidelines ("Investment Guidelines"), which is furnished to Manager as Exhibit "A" attached hereto and by this reference incorporated herein, and within such other limits or restrictions as may be imposed by applicable state or federal laws, Manager's own actions and Manager's directions to Custodian with respect to purchases, sales, or exchanges of assets for the Account shall be in Manager's sole discretion.  Manager shall in its sole discretion vote, or direct the Custodian with regard to the voting of, proxies relating to securities held in the Account as of the record date for voting such proxies; provided, however, that such voting or such directions with regard to voting shall be in accord with any proxy voting guidelines that might be adopted by Client from time to time, as to which, should such guidelines be adopted or amended, Client will inform Manager in writing.

2.         CLIENT'S REPRESENTATIONS AND WARRANTIES.  Client represents and warrants (i) that it has the power and authority to enter into this Agreement; (ii) that it shall notify the Custodian of the appointment of manager by delivering a copy of this agreement to the Custodian; (iii) that its Investment Guidelines shall at all times be in compliance with all applicable state or federal laws; (iv) that it shall promptly notify Manager of changes in the Investment Guidelines; (v) that it has provided Manager with the _________ statute governing Client's investments; (vi) that it shall promptly notify Manager of changes in such __________ statute; and (vii)  that it is a government plan as defined in section 3(32) of ERISA and in section 414(d) of the Internal Revenue Code.  Client hereby acknowledges receipt of Manager's SEC Form ADV, Part II, more than 48 hours prior to execution of this Agreement.  [Not applicable to banking institutions.  If Manager is a bank:  "Client hereby acknowledges receipt of Manager's most recent annual statement of financial condition more than 48 hours prior to execution of this Agreement."]

3.         MANAGER'S ACCEPTANCE OF APPOINTMENT.  Manager accepts  its appointment as investment manager for the Account pursuant to the terms and conditions set forth in this agreement. 

4.         MANAGER'S REPRESENTATIONS AND WARRANTIES.  Manager represents and warrants (i) that it is registered as an Investment Adviser under the Investment Advisers Act of 1940; (ii) that it will promptly inform Client if at any time it is not so registered; [i and ii not applicable if manager is a banking institution] (iii) that it is an investment manager within the meaning of  Section 3(38) of ERISA; (iv) that more than 48 hours prior to the execution of this Agreement, Manager delivered to Client a copy of Part II of its Form ADV which is currently on file with the Securities and Exchange Commission [or its most recent annual statement of financial condition if a banking institution]; (v) that under this Agreement Manager acts as a fiduciary with respect to Client, its members and beneficiaries; (vi) that Manager will exercise its investment authority hereunder with the judgment, care, skill, prudence and diligence which persons of prudence, discretion and intelligence 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; and (vii) that in performing its obligations under this Agreement Manager will conform to and comply with the standards it has set forth in the Description of Portfolio Management Process which is attached as Exhibit "B" hereto and by this reference incorporated herein.

5.         MANAGER'S LIABILITY.

a.         Provided the Manager has exercised that standard of care set forth in the preceding paragraph, has followed the Investment Guidelines, including any duly adopted amendments, and has not violated the provisions of applicable law, the Manager shall not be subject to any liability to the Client for any act or omission of itself, of authorized personnel, or of any other person, firm or organization in the course of or connected with Manager's obligations under this Agreement.  Nothing herein shall in any way constitute a waiver or limitation of any right of any person under federal or state law or regulation.

b.         Notwithstanding the foregoing, Manager shall at the time of execution of this Agreement present, to the satisfaction of Client, proof of insurance which protects Client from manager's errors and omissions in an amount of at least the greater of  $500,000 or one percent (1%) of the market value of the assets entrusted to Manager, up to a maximum of $10 million.  At the same time Manager will present, to the satisfaction of Client, a fidelity bond in a penal sum of $1,000,000 with corporate surety authorized to do business in the State of_________.  If there is any conflict between the requirements of this subsection "b" and those of subsection "a" above, the terms and requirements of this subsection shall control.

6.         MANAGER'S FEES AND EXPENSES. In consideration of the services performed by Manager hereunder, Client agrees to pay Manager a fee as set forth in Exhibit "C," attached hereto and by this reference incorporated and made a part hereof.  The fees contemplated in this Agreement are subject to approval by the Client's Board of Trustees and to provisions of state appropriation acts.  Manager, its employees and affiliates shall not act as principals or receive any compensation from Client in connection with the purchase or sale of securities in the Account, other than the fee set forth in Exhibit "C."  Manager shall bear all of its own costs and expenses in connection with the performance of its duties hereunder and Client shall have no liability to Manager therefor, except as otherwise expressly provided herein.

7.         TITLE AND CUSTODY OF ASSETS.   Title to all assets in the Account shall be held in Client's name except that, for convenience in buying, selling and exchanging the assets, title may be in the name of a nominee designated by the Custodian.  All indicia of ownership of the assets shall be held by Custodian. Neither the Manager nor any parent, subsidiary or related firm of the Manager shall take possession of or handle any cash, securities, mortgages, deeds of trust or other indicia of ownership of the assets in the Account.  It is the intention of the parties to this Agreement that the sole responsibility for safekeeping of the assets in the Account and the consummation of all purchases, sales, and deliveries of investments made pursuant to Manager's direction shall rest with the Custodian.

8.         MANAGER-CUSTODIAN TRANSACTIONS.  All transactions authorized by this Agreement with respect to the Account shall be carried out through the Custodian, except that Manager may place orders directly with brokers for execution of said transactions.  Written directions for the necessary procedures, communications, reports and reconciliations between and among Manager, Custodian, and brokers or dealers will be provided to Manager in writing by Custodian.  Client shall instruct the Custodian to furnish such information about the Account as the Manager may from time to time reasonably request in connection with the performance of its duties hereunder.  Manager may reasonably rely on information furnished by the Custodian and shall not be liable for any act or omission of the Custodian. 

 9.        USE OF BROKERS.  Except as provided below in this paragraph, the brokerage firm or firms that are used as securities broker with respect to the purchase and sale of assets of the Account shall be selected by Manager in its sole discretion; provided, however, that none of Manager, its parents, subsidiaries or related firms shall act as such securities broker unless Manager receives the prior written approval of Client and any such transactions are effected on a "cost only" basis with competitive execution.  Manager shall maintain and make available to Client a log of all transactions on Client's behalf placed through securities brokerage firms, which log shall reflect the name of the brokerage firm, a description of each transaction (including the number and name of securities involved), the date of each transaction and the amount of brokerage fees and commissions paid.

10.       REPORTS TO CLIENT.  Manager shall deliver to Client and the Custodian as soon as practicable after the close of each month, provided that it shall be no later than the twentieth (20th) calendar day of the following month, a written statement showing all investments of the Account (including cash balances and cash equivalents held by the Custodian) and their market value as of the close of business on the last business day of the previous calendar month, together with performance tabulations (calculated beginning on ________________, 199__) and a written statement of the transactions effected by it for the Account during such month, all in the format prescribed by Client.  Additionally, at the times and in the form that Client may prescribe, Manager shall deliver to Client such other written reports, whether pertaining to the Account or related matters, as Client may reasonably request.

11.       ATTENDANCE AT MEETINGS.   A representative of Manager shall personally meet with Client's representatives or with Client's Board of Trustees to explain the investment management activities and any reports related thereto, as Client may reasonably request.

12.       AGGREGATION OF ORDERS.  Provided the investment objectives of the Account are adhered to, Client agrees that Manager may aggregate sales and purchase orders of securities held in the Account with similar orders being made simultaneously for other accounts managed by Manager, or with accounts of affiliates of Manager, if in Manager's reasonable judgment such aggregation shall result in an overall economic benefit to the Account, taking into consideration the advantageous selling or purchase price, brokerage commission and other expenses.  In accounting for such aggregated order, the price, commission and other expenses shall be averaged on a per-share or per-bond basis daily.

13.       UNRELATED TRANSACTIONS.  Manager shall devote such part of its time as is reasonably needed for the services contemplated under this Agreement; provided, however, that this Agreement shall not prevent Manager from rendering similar services to other persons, trusts, corporations or other entities. Provided always that there is no conflict with Client's interests, and that all relevant professional ethical standards and applicable laws and regulations are complied with, Client acknowledges  that (i) nothing in this Agreement shall limit or restrict Manager or any of its officers, affiliates or employees from buying, selling or trading in any securities for its own or their own accounts; (ii) Manager and its officers, affiliates and employees, and the Manager's other clients may at any time have, acquire, increase, decrease or dispose of positions in investments which at the same time are being acquired for or disposed of from the Account; and (iii) Manager shall have no obligation to acquire for the Account a position in any investment which the Manager, its officers, affiliates or employees may acquire for its or their own accounts or for the account of another client if, in the sole discretion of Manager, it is not feasible or desirable to acquire a position in such investment for the Account.

14.       ASSIGNMENT.  Unless Client expressly consents thereto, any assignment (as defined in the Investment Advisers Act of 1940) by Manager of this Agreement shall automatically terminate the Agreement.  If Manager is converted into, merges or consolidates with or sells or transfers substantially all of its assets or business to another corporation, the resulting corporation or the corporation to which such sale or transfer has been made shall notify Client of such conversion, merger, consolidation, sale or transfer and shall become the Manager hereunder only if the Client specifically so consents in writing.  [To be added if Manager a limited partnership:  Manager agrees to notify Client of any changes in the membership of the general partners of the Manager within a reasonable time after such change.]

15.       AMENDMENTS.  This Agreement may be amended at any time but only by a writing executed by Client and Manager.

16.       GOVERNING LAW.  This Agreement shall be construed and interpreted in accordance with the laws of  the State of_____________.

17.       ACCESS TO RECORDS AND DOCUMENTS - CONFIDENTIALITY.  Manager shall maintain the strictest confidence regarding the business affairs of the Account.  Written reports furnished by Manager to Client shall be treated by Client and Manager as confidential and for the exclusive use and benefit of Client, except as disclosure may be required by applicable law, or as disclosure to Client's investment consultant(s) may be required for the facilitation of investment consulting services under its or their agreement(s) with Client.  Notwithstanding the foregoing, all records and documents relating to the Account shall be made available for inspection or audit by Client or by a qualified public accountant authorized in writing to act on Client's behalf, at Manager's business offices at any time during normal business hours.  Provided further that neither party to this Agreement shall prohibit the Legislative Division of Post Audit from having access, pursuant to ________________ et seq., to any records, documents or other information, whether confidential or otherwise, regarding or relating to the execution and/or performance of this Agreement.

18.       FORM DA-146a INCORPORATED.  The provisions found in the Contractual Provisions Attachment, Form DA-146a (rev._______), which is attached hereto as Exhibit "D," are hereby incorporated and made a part of this Agreement.

19.       NOTICES.  All notices required by this Agreement will be properly given if addressed to the respective parties, as follows:

(a)  To Manager:

________________________

________________________

________________________

(b)    To Client:

_________________________

            _________________________

            _________________________

20.       SEVERABILITY.  Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only as to the defective term or provision without rendering invalid or unenforceable the remaining terms or provisions of the Agreement and without affecting the validity or enforceability of the Agreement in any other jurisdiction.

21.       TERM OF AGREEMENT.  The term of this Agreement shall commence on the day and year first above written and shall continue until terminated by Client or Manager upon 30 days' advance written notice to the other; provided, however, that at any time, without prior written notice, Client may orally direct Manager to cease its management activities with respect to the Account, which direction shall be confirmed in writing as soon as practicable.  Client's liability to pay Manager fees for its management activities shall cease upon termination of this Agreement or upon removal of assets under management, whichever occurs first.

22.       MULTIPLE COUNTERPARTS.  This agreement shall be executed in two or more counterparts, any one of which shall be an original without reference to the others.  

23.       INTEGRATION.  The Agreement between the parties consists of this document and its attachments -- the Investment Guidelines (Exhibit "A"), the Description of Portfolio Management Process (Exhibit "B"), the fee schedule (Exhibit"C"), and the Contractual Provisions Attachment (Form DA-146a) (Exhibit "D") -- which together constitute the entire agreement, and supersede in their entirety all prior agreements between the parties relating to the subject matter hereof.   

IN WITNESS WHEREOF, Client and Manager have caused this Agreement to be signed on their behalf by their officers duly authorized to do so, the day and year first written above.

RETIREMENT SYSTEM                                        NAME OF MANAGER HERE

By:__________________________                           By:_______________________

     Executive Director                                                   Its________________________