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This INVESTMENT MANAGEMENT AGREEMENT ("Agreement") is made and effective as of ________________, 200_, by and between Los Angeles County Employees Retirement Association, a public pension fund organized under California law ("LACERA"), and __________________, a ________________ (“Manager").

WHEREAS, pursuant to California Government Code Section 31595 and related provisions of law, the Board of Investments ("Board") of LACERA has determined that it is in the best interests of LACERA, its members, and beneficiaries to contract with Manager to invest and manage certain assets administered by LACERA; and

WHEREAS, Manager desires to provide such investment and management services to LACERA;

NOW, THEREFORE, in consideration of the above stated recitals, the mutual promises, covenants, representations and conditions contained herein, and the mutual benefits to be derived therefrom, LACERA and Manager agree as follows:

1. Appointment as Manager and Acceptance of Appointment. LACERA hereby appoints Manager as a fiduciary of LACERA and authorizes Manager to invest and manage that certain portfolio of LACERA assets comprised initially of cash and/or securities in the amount allocated by the Board in an account in LACERA’s designated custodian bank under the management and investment authority of Manager. The LACERA assets allocated to Manager, together with all interest, earnings, accruals and capital growth thereon, are hereinafter referred to collectively as the “Managed Assets”.

Manager hereby accepts such appointment, assumes full responsibility for the investment and management of the Managed Assets, and agrees to execute its duties according to the terms, conditions and standards set forth in this Agreement.

2. Fiduciary Status of Manager; Standard of Care. Manager acknowledges that this Agreement places it in a fiduciary relationship with LACERA. As a fiduciary, Manager shall discharge each of its duties and exercise each of its powers under this Agreement with the competence, care, skill, prudence and diligence under the circumstances then prevailing and that a prudent person 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, in conformance with the California Constitution, Article XVI, Section 17 and California Government Code Sections 31594 and 31595 and with the customary standard of care of a professional investment manager providing services for a U.S. employee pension trust ("Standard of Care"). Manager shall cause any and all of its employees, agents and representatives providing services in connection with this Agreement (“Agents”) to exercise the same Standard of Care. Manager shall be liable to LACERA for any Claim (as defined in Section 24 hereof) which arises from or relates to any failure by Manager or any of its Agents to exercise this Standard of Care. As used herein, “Agents” does not include independent service providers, including but not limited to broker-dealers and securities pricing services.

3. Manager as Independent Contractor. Manager shall at all times be acting in the capacity of an independent contractor. This Agreement is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association as between LACERA and Manager. For all purposes, including but not limited to Workers' Compensation liability, Manager understands and agrees that all persons furnishing services pursuant to this Agreement are deemed employees solely of Manager and not of LACERA.

4. Authorized LACERA Personnel. Upon execution of this Agreement, LACERA shall provide Manager with a list of authorized LACERA personnel ("Authorized Persons") who will be permitted to advise, inform and direct Manager on LACERA's behalf, together with signature specimens of certain Authorized Persons who may execute specific tasks under this Agreement. The list of Authorized Persons and any changes to such list shall be made in writing to Manager and signed by LACERA's Chief Executive Officer or her designee. Until notified of any such change and subject to the provisions of Section 5 below, Manager may rely on and act upon instructions and notices received from an Authorized Person identified on the then current list furnished by LACERA.

In no event will any Authorized Person have any personal liability to Manager for any action taken or not taken by such individual while acting or purporting to act as an Authorized Person.

5. Authorized Instructions. All directions and instructions to Manager from any Authorized Person ("Authorized Instructions") shall be in writing and transmitted as provided in Section 35 hereof (Notices); provided, however, that Manager may, in its discretion, accept verbal Authorized Instructions subject to written confirmation of same from such Authorized Person. Such Authorized Instructions shall bind Manager upon receipt. If Manager receives instructions or notices from a source other than an Authorized Person, Manager shall not comply with them and shall immediately notify LACERA's Chief Investment Officer in writing of such unauthorized instructions or notices.

6. Custody of Managed Assets. LACERA shall instruct its designated custodian bank ("Custodian") to: (a) establish a separate custody account on its books and records in Manager’s name (“Account”) and (b) maintain the Account in a manner that enables Custodian to account for the Managed Assets, and transactions with respect thereto.

Ownership of the Managed Assets shall remain with LACERA. Manager shall not, under any circumstances, take possession, custody, title, or ownership of any Managed Assets. Manager shall not have the right to have securities in the Account registered in its own name or in the name of its nominee, nor shall Manager in any manner acquire or become possessed of any income or proceeds distributable by reason of selling, holding or controlling any Managed Assets in the Account. Accordingly, Manager shall have no responsibility with respect to the collection of income, reclamation of withheld taxes (subject to Section 10 below), physical acquisition or the safekeeping of the Managed Assets. All such duties of collection, physical acquisition or safekeeping shall be the sole obligation of the Custodian.

7. Investment Duties of Manager. As a fiduciary, Manager shall have complete discretion to manage, invest and reinvest the Managed Assets in the Account according to the terms of this Agreement and all applicable laws, rules and regulations governing the investment of such assets.

a. Investment Guidelines. Manager shall have the authority to make such purchases, sales, and exchanges, or to direct the Custodian to make such purchases, sales, and exchanges of securities or other property, or interests or part-interests therein, as Manager may deem appropriate, subject to the policies, guidelines, standards and objectives set forth in LACERA’s current Statement of Investment Policy (collectively referred to as “Investment Guidelines”), attached hereto as Exhibit A. Manager hereby acknowledges that it has reviewed and is familiar with Exhibit A. Manager further acknowledges and understands that LACERA may periodically revise Exhibit A and, in such event, Manager agrees to be bound by any such revisions upon receipt of written notice from LACERA.

b. Trading Procedures. All transactions authorized by this Agreement shall be settled through LACERA's Custodian, who shall retain sole possession of and have complete custodial responsibility for the Managed Assets. Manager shall be the sole entity to notify and instruct the Custodian on: (1) orders which Manager places for the sale, purchase, or exchange of any Managed Assets and the management or disposition of such Managed Assets, and (2) the purchase or acquisition of other securities or property for the Account. All orders shall be based upon “best execution”. Manager shall provide the Custodian with such trade information as the Custodian may require to effect settlement, within the time frames as the Custodian may designate. LACERA shall provide Manager with the Custodian's detailed procedures and settlement instructions upon execution of this Agreement.

c. Manager Not Acting as Principal. Manager shall not act as a principal in sales and/or purchases of Managed Assets, unless Manager shall have received prior written approval from an Authorized Person for each such transaction.

d. Broker/Dealers. Manager shall have complete authority and discretion to establish accounts with one or more duly registered broker/dealers. Consistent with ensuring the safety of the Managed Assets, Manager shall engage in a prudent and diligent broker/dealer selection process. Manager shall ensure that all orders are placed with only reputable, qualified and financially sound broker/dealers. Manager's primary objective shall be to select broker/dealers who will provide the most favorable net price and execution for the Account, but this requirement shall not obligate Manager to recommend any broker/dealer solely on the basis of obtaining the lowest commission rate if the other standards set forth herein are satisfied.

Notwithstanding the foregoing, Manager shall not place orders with any broker/dealer who: (1) LACERA has by written notice to Manager deemed unsuitable for LACERA trades, (2) is affiliated with an investment consultant that provides non-brokerage related services to LACERA, or (3) is affiliated with Manager. Manager acknowledges that it has received a list of such consultants from LACERA as of the effective date of this Agreement. Manager agrees to be bound by any subsequent changes to such list upon receipt of written notice from LACERA.

e. Trade Confirmation and Settlement. Where a transaction is eligible for settlement through the Depository Trust Company's Institutional Delivery System, Manager shall use such System for trade confirmation and settlement. Manager shall cooperate with LACERA's Custodian and other parties to the trade to promptly resolve any trade settlement discrepancies or disputes.

f. Discretionary Rights and Powers Affecting the Managed Assets. The Custodian shall promptly transmit to Manager all written information it receives concerning the Managed Assets held in the Account, including without limitation, conversion rights, subscription rights, warrants, options, pendency of calls, maturities of securities, expirations of rights, tender and exchange offers, and any other right or power requiring a discretionary decision by Manager. Manager shall be responsible for timely directing the Custodian as to the exercise of such rights and/or powers where Manager has actual knowledge of same, whether by written notice or otherwise.

g. Acting on Illegal Information. Manager shall not place orders to purchase and/or sell any Managed Assets on the basis of any material information obtained, or utilized, by Manager in violation of the securities laws of the United States, or any other country in which Manager transacts business on LACERA’s behalf.

8. Soft Dollar Commitments. Manager shall use its best efforts to meet the specified pro-rata portion of the soft dollar commitments which LACERA establishes and determines to be in the best interest of the fund when such transactions can be done without jeopardizing its best execution. Manager shall provide LACERA with a quarterly statement of each broker/dealer’s soft dollars and the total commissions paid to each broker/dealer for the LACERA account, in addition to such other statements and reports as detailed below.

Manager shall conduct soft dollar and directed brokerage arrangements in accordance with Chapter 11.5, Governmental Investors, Sections 6930 et seq. of Division 7, Title 1 of the California Government Code (“Government Code”). The term “soft dollar and directed brokerage arrangements” shall have the same meaning herein as in Section 6930 of the Government Code.

a. Each securities transaction or brokerage agreement carried out by Manager pursuant to a soft dollar and directed brokerage arrangement shall be executed at the lowest responsible transaction cost available.

b. Manager shall maintain complete and detailed records of all billed services provided pursuant to soft dollar and directed brokerage arrangements.

c. The services provided by a broker/dealer pursuant to soft dollar and directed brokerage arrangements shall be for those specific services, listed below, as outlined in LACERA’s Soft Dollar Brokerage Policy Statement, which from time to time may be amended, as provided to Manager: computer services, investment consulting services, capital market information systems, investment management fees, and custodial fees.

d. Manager shall disclose all of the following:

(1) A list of all billed services provided pursuant to soft dollar and directed brokerage arrangements with respect to investment transactions for LACERA.

(2) The justification for providing each of those services.

(3) The maximum percentage of the investment transactions of LACERA planned for use in soft dollar and directed brokerage arrangements.

(4) An annual statement of all billed services provided during the previous year under soft dollar and directed brokerage arrangements with respect to investment transactions for LACERA.

(5) A determination of whether each service provided under soft dollar and directed brokerage arrangements with respect to investment transactions for LACERA is proprietary or is being shared by other clients of Manager.

To the extent that LACERA is the source to which Manager would reasonably look to obtain certain information required to be disclosed by Manager under paragraphs b. and d. of this Section 8, Manager shall indicate in its disclosure to LACERA that Manager has not disclosed such information because such information is in LACERA’s possession. Unless LACERA notifies Manager within thirty (30) days after its receipt of the disclosure from Manager that LACERA does not possess such information, Manager shall be deemed to have provided that information to LACERA.

9. Account Reconciliation. LACERA's Custodian shall provide Manager with on-line access to the Account via the on-line information delivery technology known as Client Reporting Service. In addition, LACERA's Custodian shall provide Manager with periodic financial statements of the Account as Manager may reasonably request. LACERA acknowledges that Manager does not assume responsibility for the accuracy of any information furnished by LACERA or its Custodian. Manager shall, however, cooperate with LACERA and the Custodian to reconcile the Account each month.

10. Notification of Tax Liabilities. Manager shall promptly notify LACERA if, at any time, LACERA is required to pay taxes to any government or to file any returns or other tax documents with respect to income earned on the Managed Assets under this Agreement. Manager acknowledges that LACERA is relying on Manager for notice of such taxation matters. Manager shall be liable for all penalties and interest due to any failure by Manager to notify LACERA of such tax matters.

11. Proxy Information. Manager shall use its best efforts to obtain pertinent information relating to an issuer’s business for use by LACERA in considering what action to take with respect to proxies or particular questions on which LACERA is entitled to act as owner of securities held in the Managed Assets. Manager shall, upon request, promptly provide LACERA with such information and its recommendations on the vote of any such securities. Except with the agreement or on the specific instructions of LACERA, Manager shall not exercise any voting rights attaching to the investments comprising the Managed Assets.

12. Written Reports. Manager shall report all details regarding trades executed for the Managed Assets to LACERA in the format, manner and time frame mutually agreed upon by LACERA and Manager. Manager shall instruct all brokers and dealers executing orders on the Managed Assets to forward to LACERA copies of all brokerage or dealer confirmation promptly after execution of all transactions. In addition, Manager shall provide LACERA with the periodic written reports described in this Section 12 in a form or forms to be mutually agreed upon from time to time by LACERA and Manager, and in such quantity as required by LACERA. In all accounting reports, Manager shall use historical average cost as a basis for carrying value and shall present such reports on a trade date basis and, where available, present dividend and income items on an accrual basis. An authorized officer of Manager shall sign all reports and shall certify that such reports are accurate and consistent with all applicable Investment Guidelines (Exhibit A). LACERA agrees that Manager, in the maintenance of its records and preparation of its reports, does not assume responsibility of the accuracy of any information furnished by LACERA, LACERA's Custodian or any other person or firm.

a. Monthly Reports. On or before the tenth (10th) calendar day of each month, Manager shall report to LACERA on the investment status and performance of the Managed Assets in the Account during the preceding month. The monthly report shall include, without limitation, the following information:

(1) Accounting Reports:

(a) Daily purchases and sales report

(b) Transaction summary

(c) Statement of Managed Assets as of month end

(2) Performance Report:

(a) Statement of asset performance for the Account

(b) Statement of broker/dealer soft dollar and total commissions paid

b. Quarterly Report. On or before the twenty-fifth (25th) calendar day of each quarter, Manager shall report on the performance of the Account for the preceding quarter.

c. Annual Board Report. Manager shall report to the Board annually on the performance of the Account for the preceding year.

13. Meetings. Manager shall meet with the Board each year to present its annual report on the performance of the Account. In addition, at LACERA's request and at mutually agreed upon times, Manager shall meet with LACERA to review Manager's performance and to discuss Manager's present and future investment strategy. Manager shall be available to answer questions by LACERA staff and Board members from time to time as needed, without additional charge.

14. Compensation for Services.

a. Fees. LACERA shall compensate Manager quarterly for the services performed under this Agreement according to the annual Fee Schedule, attached hereto as Exhibit B. Fees shall be computed on the average market value of the Managed Assets as of the last day of each of the three (3) months in the current quarter as reported by LACERA’s Custodian after reconciliation. The fees set forth in Exhibit B shall be the sole compensation owed by or to any person for Manager’s services under this Agreement.

b. Invoices. Manager shall submit to LACERA a quarterly invoice within thirty (30) calendar days of the close of the quarter for which services were provided. Each invoice shall include the quarterly share of Manager's annual fee (prorated for any partial quarter), as set forth in the then current Fee Schedule (Exhibit B). Invoices shall only cover work already performed; no compensation shall be paid to Manager in advance of services rendered. Invoices shall be mailed to:

Los Angeles County Employees Retirement Association
300 North Lake Avenue, Suite 720
Pasadena, CA 91101-4199
Attention: Manager of Accounting Operations

15. Seminars and Training Programs. In the event Manager conducts seminars, training sessions or similar events which are generally made available to Manager's clients, LACERA shall be invited to attend upon the same terms and conditions as such other clients. If Manager offers to pay the cost of such events and/or the travel or lodging expenses incurred by its clients in connection with attending such events, Manager shall reimburse LACERA for such expenses on the same basis as Manager reimburses the expenses of its other clients.

16. Term. The term of this Agreement shall commence on the date first set forth above and continue for a period of twelve (12) months, and shall be extended automatically for successive terms of twelve (12) months each, unless terminated by LACERA pursuant to the provisions of Sections 17 and 18 below, or by Manager pursuant to the provisions of Sections 19 and 20 below.

17. Termination for LACERA's Convenience. LACERA may terminate all or any part of this Agreement without cause at any time by delivering to Manager a written Notice of Termination for Convenience specifying the date on which Manager shall cease work hereunder ("Effective Termination Date"). The Effective Termination Date shall be no earlier than the close of business one (1) day after such Notice of Termination is delivered to Manager. In no event shall LACERA's termination of this Agreement under this Section 17 be deemed a waiver of LACERA's right to make a claim against Manager for damages resulting from any default by Manager which occurred prior to the Effective Termination Date.

18. Termination by LACERA for Default. LACERA may immediately terminate this Agreement by delivering to Manager a written Notice of Termination for Default which specifies the Effective Termination Date, under any one of the following circumstances:

a. If Manager materially fails to perform or cause to be performed the services required under this Agreement, or any of the other provisions of this Agreement, within the time specified therefor (or within a reasonable time if no time is specified) and subsequently fails to cure such default within thirty (30) calendar days (or such longer period as LACERA may authorize in writing) after receipt of written notice from LACERA specifying such default;

b. Upon notice but without further cure period, if Manager repeatedly fails to perform according to this Agreement following notice and failure to cure pursuant to paragraph a. of this Section 18;

c. Without notice or cure if Manager materially breaches any of the warranties, representations and covenants made in Section 27 below;

d. Without notice or cure if Manager files for bankruptcy or is placed into involuntary bankruptcy, becomes insolvent or generally cannot pay its debts as they become due;

e. Without notice or cure if Manager is subject to criminal investigation, indictment or conviction, or is found civilly or criminally liable by a trial court, jury or administrative body in connection with any matter involving breach of trust, breach of fiduciary duty, fraud, theft, or moral turpitude; or

f. Without notice or cure if Manager attempts or purports to assign this Agreement, or any portion hereof, or any of its rights or obligations hereunder, without obtaining LACERA's prior written consent.

If LACERA terminates this Agreement for default pursuant to this Section 18, LACERA shall be entitled to recover from Manager all reasonable damages resulting from such default. The running of any grace period for cure of a default pursuant to this Section 18 shall not limit LACERA's right to terminate this Agreement for convenience at any time, pursuant to Section 17 above.

19. Termination for Manager's Convenience. Manager may terminate this Agreement in its entirety without cause at any time by delivering to LACERA a written Notice of Termination for Convenience which specifies the Effective Termination Date. The Effective Termination Date shall be agreed upon by Manager and LACERA, but shall not exceed ninety (90) calendar days after the Notice of Termination is delivered to LACERA. Manager shall cause LACERA to honor any trades agreed to but not settled before the Effective Termination Date. In no event shall Manager's termination of this Agreement under this Section 19 be deemed a waiver of Manager's right to make a claim against LACERA for damages resulting from any default by LACERA which occurred prior to the Effective Termination Date.

20. Termination by Manager for Default. Manager may terminate this Agreement in its entirety upon written Notice of Termination for Default if LACERA materially fails to perform any of its obligations under this Agreement and fails to cure such default within thirty (30) calendar days of receiving Manager's written notice of such default, which notice describes in reasonable detail the nature of the default and Manager's view as to the cure required in order to bring LACERA's performance into material compliance with its obligations under this Agreement.

21. Force Majeure. Neither LACERA nor Manager shall be terminated for default, or liable for damages pursuant to Sections 18 or 20 above, if LACERA's or Manager's failure to perform under this Agreement arises from causes beyond the control and without the fault or negligence of such party. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of any foreign, international, federal or state government (including all subdivisions thereof) in such government's sovereign capacity, fires, floods and earthquakes; but in every case the failure to perform must be beyond the control and without the fault or negligence of LACERA or Manager, as the case may be ("Force Majeure").

22. Rights, Remedies and Responsibilities upon Termination. In the event of any termination of this Agreement, all of the terms and conditions herein shall continue to apply through the Effective Termination Date and through any period following such date, during which Manager shall continue to perform the services required under this Agreement in order to complete any transactions pending on the Effective Termination Date and to facilitate an orderly transition to a successor manager ("Transition Period"). Such Transition Period shall not exceed three (3) months after the Effective Termination Date. The following provisions shall also apply to any termination of this Agreement. This Section 22 shall survive the termination of this Agreement.

a. Post-Termination Responsibilities. If either party terminates this Agreement, and unless otherwise expressly directed by LACERA, Manager shall take all necessary steps to stop services under this Agreement on the Effective Termination Date.

b. Termination Invoice. Following the Effective Termination Date of this Agreement, Manager shall submit to LACERA, in the form and with any reasonable certifications as may be prescribed by LACERA, Manager's final invoice ("Termination Invoice"). The Termination Invoice shall prorate Manager's quarterly fees for work already performed but for which Manager has not been compensated through the Effective Termination Date, in accordance with Manager's then current compensation level, by multiplying said fees by a fraction, the numerator of which is the number of days in the quarter that Manager managed the Managed Assets and the denominator of which is the number of days in the quarter. Manager shall submit such Termination Invoice no later than thirty (30) days after the Effective Termination Date. Upon Manager's failure to submit its Termination Invoice within the time allowed, LACERA may determine, on the basis of information available to it, the amount, if any, due to Manager and such determination shall be deemed final. Subject to the provisions of paragraph 22.c. below, after LACERA has made such determination, or after Manager has submitted its Termination Invoice, LACERA shall authorize payment to Manager.

c. Payment Withheld for Default. LACERA shall not authorize and shall withhold payment for services provided if LACERA terminates this Agreement for default pursuant to Section 18 above.

d. Excusable Default. If, after either party issues a Notice of Termination for Default to the other party (pursuant to Sections 18 or 20 above, as the case may be), it is determined for any reason that the other party was not in default, or that such default was excusable, then the rights and obligations of the parties shall be the same as if a Notice of Termination for Default had not been given.

e. Good Faith Transfer. Upon any termination of this Agreement by either party and to the extent directed by LACERA, Manager shall continue to serve as a manager hereunder at the then existing compensation level for the duration of the Transition Period. Manager shall cooperate with LACERA in good faith to effect a smooth and orderly transfer of such services and all applicable records. Upon termination of this Agreement, Manager shall retain all LACERA Records (as that term is defined in Section 32 below) according to the record retention provisions set forth in Section 32 below.

f. Cumulative Nature of Rights and Remedies. The rights and remedies of the parties provided by this Section 22 are not exclusive, but cumulative and in addition to any other rights and remedies provided by law, in equity or under any of the provisions of this Agreement.

23. Measure of Damages. Damages arising from any default, act or omission under this Agreement shall be determined under the laws of the State of California, without regard to special circumstances or conditions of the parties, provided that such damages are reasonably foreseeable at the time of entering into this Agreement.

If any payment required to be made to a party hereto by the other party is not paid in full when due, including fees payable to Manager pursuant to Section 14 above, the amount due shall include an amount equal to the average Federal Funds rate as published daily in the Wall Street Journal ("Fed Funds Rate"), and compounded to the extent permitted under applicable law from the date of loss to the date on which payment is made.

This Section 23 shall survive the termination of this Agreement.

24. Indemnification of LACERA. Manager shall indemnify, defend and hold harmless LACERA, its officers, fiduciaries (excluding Manager), employees and agents, from and against any and all claims, damages, losses, liabilities, suits, costs, charges, expenses (including, but not limited to, reasonable attorneys' fees and court costs), judgments, fines and penalties, of any nature whatsoever ("Claims"), arising from or relating to any bad faith, negligence, willful misconduct, improper or unethical practice, infringement of intellectual property rights, breach of fiduciary duty, breach of trust, breach of confidentiality, breach of contract, or violation of any Legal Requirement (as that term is defined in Section 28 below) by Manager or any of its Agents acting in connection with this Agreement. This indemnification shall survive the termination of this Agreement.

25. Indemnification of Manager. LACERA shall indemnify, defend and hold harmless Manager, its officers, employees, Agents and affiliates from and against any and all Claims arising out of any action taken or omitted by Manager in the exercise of its powers and duties under this Agreement; provided, however, that any such Claim results from such action being taken or omitted by Manager in the reasonable and good faith belief that such action or omission was: (a) in the best interests of LACERA, (b) within the authority of Manager under this Agreement, and (c) did not involve bad faith, negligence, willful misconduct, improper or unethical practice, infringement of intellectual property rights, breach of fiduciary duty, breach of trust, breach of contract, or violation of any Legal Requirement (as that term is defined in Section 28 below) by Manager or any of its Agents acting in connection with this Agreement. This indemnification shall survive the termination of this Agreement.

26. Insurance. Without limiting Manager's indemnity obligations under Section 24 above, for the duration of this Agreement, Manager shall provide and maintain at its own expense the insurance policies described in this Section 26 to cover Manager's operations and the services which Manager performs pursuant to this Agreement. Such insurance shall be primary to and not contributing with any other insurance maintained by LACERA and/or the County of Los Angeles, and shall be provided by insurer(s) rated A-, class X or better by A.M. Best & Company, or otherwise approved in writing by LACERA. On or before the commencement date of this Agreement, evidence of such insurance shall be provided to LACERA's Chief Investment Officer or his designee, in the form of a certificate of insurance. Such certificate shall describe the nature, amount and term of the insurance provided, and shall be provided on an annual basis as evidence of continuous coverage of the types and amounts of insurance provided for in this Section 26. In addition, all evidence of insurance shall specify this Agreement and shall be accompanied by a written statement from the insurer that LACERA shall be given at least thirty (30) days advanced written notice of any material modification or termination of any policy of insurance. Failure by Manager to procure or maintain the insurance described in this Section 26 shall constitute a material breach upon which LACERA may immediately terminate this Agreement for default, pursuant to Section 18 above.
This Section 26 shall survive the termination of this Agreement.

a. Commercial General Liability. Manager shall provide and maintain a Commercial General Liability insurance policy which names LACERA as additional insured. Such policy shall be primary to and not contributing with any other insurance maintained by LACERA. Such policy shall cover legal liability for bodily injury and property damage arising out of Manager's business operations and services that Manager provides pursuant to this Agreement. Such policy shall include, without limitation, endorsements for Property Damage, Premises-Operations, Products/Completed Operations, Contractual, and Personal Injury with a limit of at least ____ Million Dollars ($______) per occurrence and an annual aggregate of at least ________ Million Dollars ($__________). If such insurance is written on a Claims Made Form, such insurance shall be endorsed providing an extended reporting period of not less than five (5) years following termination or expiration of this Agreement.

b. Workers' Compensation. Manager shall provide and maintain throughout the term of this Agreement a program of Workers' Compensation Insurance with statutory limits and Employers Liability Insurance with limits of not less than One Million Dollars ($1,000,000) per accident covering all of Manager’s employees.

c. Crime Coverage. Manager shall provide and maintain throughout the term of this Agreement a fidelity or financial institution bond policy with at least the following insuring agreements:

(1) Employee Dishonesty Coverage - Form 24 - Ten Million Dollars.

(2) Computer Theft Coverage - One Million Dollars

Such policy shall provide protection to LACERA against loss by reason of fraud or dishonesty on the part of Manager, and shall be in an amount meeting the bonding requirements of Section 412(a) of the Employee Retirement Income Security Act, as amended from time to time, if such amounts are from time to time greater than those specified in this Section 26.c.

d. Errors and Omissions. Manager shall provide and maintain an Errors and Omissions policy covering Manager and its Agents for errors and omissions losses arising from the services which Manager provides pursuant to this Agreement. Such policy shall have a per-occurrence limit of at least __________ Million Dollars ($_________) and an annual aggregate of at least __________ Million Dollars ($___________). In lieu of naming LACERA as an additional insured, such policy shall be endorsed as follows: “Insurance afforded by this policy shall apply also to the liability assumed by the insured under the contract with LACERA for investment management services, provided such liability results from an error, omission or negligent act of the insured, its officers, employees, agents, representatives, or subcontractors. All other provisions of this policy remain unchanged.”

27. Manager's Representations, Warranties and Covenants. Manager understands that LACERA has relied upon the representations, warranties, acknowledgments, covenants and agreements set forth in this Section 27 and that the same constitute a material inducement to LACERA's decision to enter into this Agreement. This Section 27 shall survive the termination of this Agreement. Manager acknowledges, represents, warrants, covenants and agrees that:

a. Authorization. Manager has duly authorized, executed and delivered this Agreement and this Agreement constitutes the legal, valid and binding agreements and obligations of Manager, enforceable against Manager in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors' rights generally and general principles of equity. Manager is not subject to or obligated under any law, rule or regulation of any governmental authority, or any order, injunction or decree, or any agreement, that would be breached or violated by Manager's execution, delivery or performance of this Agreement.

b. Quality of Services. All services which Manager provides hereunder shall meet the requirements and standards set forth in the body of this Agreement and any Exhibits, Schedules and Appendices attached hereto. At LACERA's request, Manager shall promptly correct any errors or omissions in the provision of such services.

c. Contingent Fees. Manager has not employed or retained any person or selling agency to solicit or secure this Agreement under any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for bona fide employees of Manager and Manager's affiliates or bona fide established commercial or selling agencies maintained by Manager for the purpose of securing business. If Manager in any way breaches or violates of this warranty, LACERA shall have the right to immediately terminate this Agreement for default and, in LACERA's sole discretion, to deduct from Manager's compensation under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee.

d. Gratuities. Manager has not offered or given any gratuities in the form of gifts, entertainment or otherwise, to any officer, fiduciary, or employee of Manager, LACERA or the County of Los Angeles, California with a view toward securing this Agreement or securing any favorable determination made concerning the award of this Agreement. Manager covenants that no such gratuities will be given to any such person with a view toward securing any favorable treatment concerning the performance and/or continuation of this Agreement. If it is found that Manager has offered or given such gratuities, LACERA may terminate this Agreement upon one (1) calendar day's written notice; provided, however, that the facts upon which LACERA bases such findings shall be at issue and may be reviewed in any competent court sitting in the County of Los Angeles, California.

e. Conflict of Interest. Manager does not and shall not knowingly employ or retain in any capacity: (1) any LACERA employee or fiduciary who either could influence the award of this Agreement or any competing agreement, or who does or will have any direct or indirect financial interest in this Agreement ("Interested Person") and (2) any spouse or economic dependent of any Interested Person. LACERA shall, on a quarterly basis, advise Manager of its fiduciaries.

f. Intellectual Property. In connection with its performance under this Agreement, Manager shall not knowingly develop, provide or use any program, process, composition, writing, equipment, appliance or device, or any trademark, service mark, logo, idea, or any other work or invention of any nature, or any other tangible or intangible assets, that infringes or will infringe on any patent, copyright, or trademark of any other person or entity, or is or will be a trade secret of any other person or entity.

g. Annual Audited Financial Statement. Manager shall provide LACERA with copies of its annual audited financial statement.

h. Changes. Manager shall notify LACERA in writing within three (3) business days of any of the following changes: (1) Manager becomes aware that any of its representations, warranties and covenants set forth herein cease to be materially true at any time during the term of this Agreement; (2) there is any change in Manager's senior personnel assigned to perform services under this Agreement, or in Manager’s key personnel within their organization; (3) there is any change in ownership or control of Manager; or (4) Manager becomes aware of any other material change in its business organization, including without limitation the filing for bankruptcy relief.

i. Investigations and Complaints. To the extent permitted by applicable law, Manager shall promptly advise LACERA in writing of any extraordinary investigation, examination, complaint, disciplinary action or other proceeding relating to or affecting Manager's ability to perform its duties under this Agreement or involving any investment professional employed by Manager who has performed any service with respect to LACERA’s account in the twenty-four (24) preceding months, which is commenced by any of the following: (A) the Securities and Exchange Commission of the United States (“SEC”), (B) the New York Stock Exchange, (C) the American Stock Exchange, (D) the National Association of Securities Dealers, (E) any Attorney General or any regulatory agency of any state of the United States, (F) any U.S. Government department or agency, or (G) any governmental agency regulating securities of any country in which Manager is doing business. Except as otherwise required by law, LACERA shall maintain the confidentiality of all such information until the investigating entity makes the information public.

j. Registered Investment Advisor. Manager hereby represents that it is a registered investment advisor under the Investment Advisers Act of 1940, and that it has completed, obtained and performed all registrations, filings, approvals, authorizations, consents, and examinations required by any governmental authority for its services contemplated by this Agreement. Manager shall immediately notify LACERA if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

k. Investment Manager. Manager hereby represents that it is an "Investment Manager", as that term is defined in Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended, for LACERA with respect to the Managed Assets allocated to Manager for investment, and that Manager will maintain that status as long as this Agreement is in effect.

l. Manager's Agents. The Agents of Manager who will be responsible for performing under this Agreement are individuals experienced in the performance of the various functions contemplated by this Agreement and have not been convicted of any felony, found liable in a civil or administrative proceeding, pleaded no contest, or agreed to any consent decree with respect to any matter involving breach of trust, breach of fiduciary duty, fraud, securities law violations or bankruptcy law violations.

m. Disclosure Statement. Manager warrants that it has delivered to LACERA, at least five (5) business days prior to the execution of this Agreement, Manager's current Securities and Exchange Commission Form ADV, Part II (Manager's "Disclosure Statement"), unless it is exempt from such requirement, in which case Manager has provided LACERA with a letter from its counsel explaining the basis for such exemption. Manager further warrants that it will deliver to LACERA a copy of the Disclosure Statement it files with the SEC annually, within thirty days of filing.

n. Certification Concerning Financial Contacts or Solicitations. Manager shall comply with the provisions and reports set forth in Exhibit C, Certification of Contractors Concerning Financial Contacts or Solicitations, attached hereto.

o. Year 2000 Compliance. Manager acknowledges, represents, warrants, covenants and agrees that:
(1) All computer systems and programs which Manager will use or rely upon to perform Manager’s work under this Agreement and the LACERA Agreement (“Technology”) accurately determine chronological dates and accurately perform all calculations, process, applications, data manipulations, and transmission of date data, and display and print such date data, regardless of whether the date data represents or references different centuries, and taking into account that the year 2000 is a leap year.
(2) The Technology provides that all date related user interface functionalities and data fields permit the entry of a four digit year (for example, the years 1965, 2065 and 3065 could all be entered by the user without the need of a manual override) and such date data will result in accurate calculations, data manipulations, sorting, and transmission of all data, including the date data.
(3) The entry of a date equal to or greater than 01/01/2000 into the Technology will not affect any calculation that produces or uses time spans such that the results of the calculation are incorrect (for example, such as an interest calculation).
(4) The integrity of calculations performed utilizing the Technology will not be affected by date data for dates on or after 01/01/2000, and calculations using previously generated data (on or before 12/31/1999) will also maintain calculation integrity.

28. Compliance with Legal Requirements. Manager shall comply with all applicable foreign, international, federal, state, county and local laws, regulations, ordinances, registrations, filings, approvals, authorizations, consents and examinations ("Legal Requirements"), and all provisions required by such Legal Requirements to be included in this Agreement are hereby incorporated by reference.

29. Assurance of Compliance with Civil Rights Laws. Manager hereby assures LACERA that Manager shall comply with Subchapter VII of the Civil Rights Act of 1964, 42 U.S. Code Sections 2000(e) through 2000(e)(17), to the end that no person shall, on grounds of race, creed, color, sex, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program, or activity undertaken pursuant to this Agreement.

30. Nondiscrimination in Employment. Manager shall take all necessary action to ensure that job applicants are employed, and that its employees are treated during employment, without regard to their race, color, religion, sex, age, marital status, sexual orientation, disability, medical condition, ancestry or national origin. For purposes of this Section 30, the term "employment" shall include, without limitation, the following: employment, upgrading, promotion, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

31. Replacement of Manager's Agents. Upon demand by LACERA, Manager shall replace any Agent assigned to perform services under this Agreement who LACERA determines is unable to effectively execute the responsibilities required by this Agreement.

32. Record Retention and Inspection.

a. Record Maintenance. Manager shall keep and maintain all records related to the Managed Assets, including but not limited to any pertinent transaction, activity, time sheets, cost, billing, accounting and financial records, proprietary data, electronic recordings, and any other records created in connection with this Agreement ("LACERA Records"), according to Manager's record retention standards. Manager agrees to immediately notify LACERA of any change in such standards. Manager shall keep and maintain LACERA Records according to Manager's record retention schedule for no less than seven (7) years following the expiration or earlier termination of this Agreement.

b. Record Review and Audit. Manager agrees that LACERA, or any duly authorized representative of LACERA, shall have access to and the right to examine, audit, excerpt, copy or transcribe any LACERA Records at any time during the term of this Agreement, or at any time for up to seven (7) years after the expiration or earlier termination of this Agreement. Upon LACERA's request and on reasonable notice, Manager shall make such records available for review during normal business hours at Manager's business office. Manager shall make the persons responsible for creating and maintaining LACERA Records available to LACERA during such review for the purpose of responding to LACERA's reasonable inquiries.

This Section 32 shall survive the termination of this Agreement.

33. Confidentiality. Manager shall maintain the confidentiality of all LACERA Records according to all applicable federal, state, county and local laws, regulations, ordinances and directives relating to confidentiality. Manager shall inform all of its Agents of the confidentiality provisions of this Agreement. However, in recognizing Manager’s need to identify its services and related clients to sustain itself, Manager may publicize its role under this Agreement within the following conditions:

a. Manager will develop and present all such publicity material in a professional and not misleading manner.

b. During the course of performance of this Agreement, Manager, its employees, agents, and subcontractors will not publish or disseminate commercial advertisements, press releases, opinions or feature articles, using the name of LACERA or the County of Los Angeles without the prior written consent of LACERA.

c. Manager may, without the prior written permission of LACERA, indicate in its proposals and sales materials that it has been awarded an agreement to provide the services described in this Agreement.

34. Audit Settlement. If an error is discovered as a result of an audit performed by Manager or LACERA, or if Manager becomes aware of any error affecting the Account or Managed Assets through any other means, Manager shall use its best efforts to promptly correct such error or to cause the appropriate party to correct such error. Manager shall pay any Claims resulting from such error to LACERA, pursuant to Section 24 above.

35. Notices. All notices, requests, demands or other communications required or desired to be given hereunder or under any law now or hereafter in effect shall be in writing. Such notices shall be deemed to have been given if delivered by facsimile with telephone confirmation of receipt, or by overnight courier, or if mailed by first class registered or certified mail, postage prepaid, and addressed as follows (or to such other address as either party from time to time may specify in writing to the other party in accordance with this notice provision):

If to LACERA: If to Manager:

[name]LACERA300 North Lake Avenue - Suite 850Pasadena, CA 91101-4199Telephone: Facsimile: Telephone: Facsimile
With copy to:

[name]Chief Investment OfficerLACERA300 North Lake Avenue - Suite 850Pasadena, CA 91101-4199Telephone: Facsimile: Telephone: Facsimile
Notwithstanding the foregoing, Manager’s invoices shall be addressed as provided in Section 14 above.

Manager agrees to comply with the following communication policy adopted by the Board:

All formal notices required to be given to LACERA by a service provider pursuant to the service provider’s contract with LACERA shall be addressed and delivered in accordance with the terms and conditions of the contract.
A service provider, or person or entity related to a service provider, shall provide to LACERA’s Chief Executive Officer a copy of all written communications to LACERA (other than purely personal or social correspondence, routine announcements, generally-distributed newsletters, and the like) related to LACERA’s business. If the communication relates to investment-related services provided to LACERA, a copy shall also be provided to LACERA’s Chief Investment Officer. If the communication relates to an actual or potential contract dispute, a copy shall also be provided to LACERA’s Chief Counsel.

The addresses for LACERA’s Chief Executive Officer and Chief Counsel are:

[name]Chief Executive OfficerLACERA300 N. Lake Avenue - Suite 820Pasadena, CA 91101-4199 [name]Chief CounselLACERA300 N. Lake Avenue - Suite 620Pasadena, CA 91101-4199
36. Cooperation in Contract Administration. Manager shall cooperate with such consultants as LACERA may retain from time to time to assist LACERA in the administration of this Agreement, including, without limitation, investment consultants, attorneys, and accountants.

37. Attorneys' Fees, Etc. If either or both of the parties initiate any litigation or alternative dispute resolution process to enforce or interpret any of the provisions of this Agreement, then the party not prevailing shall pay to the prevailing party all reasonable costs and expenses incurred therein by the prevailing party including, without limitation, reasonable attorneys' fees, court costs, expert witness fees and costs, travel time and associated costs, copy costs, deposition costs, exhibit costs, costs on appeal, fees and costs associated with execution upon any judgment or order, special transcript costs, and the appointment of a Special Master or discovery referee. These expenses shall be in addition to any other relief to which the prevailing party may be entitled and shall be included in and as part of the judgment or decision rendered in such litigation or alternative dispute resolution process.

38. Section Headings; Interpretation. Caption and paragraph headings used in this Agreement are for convenience and reference only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Each party hereto and its counsel have participated fully and equally in the review and negotiation of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not strictly for or against any party hereto. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

39. Entire Agreement. This Agreement, and any and all Exhibits, Schedules and Appendices attached hereto, contains the entire and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all previous oral and written agreements or understandings, and all contemporaneous oral and written negotiations, commitments, understandings and communications between the parties relating to the subject matter of this Agreement. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.

40. Exhibits, Schedules and Appendices. The Exhibits, Schedules and Appendices attached hereto are incorporated in and made a part of this Agreement by reference. If any conflicts, inconsistencies or ambiguities should arise between or among this Agreement and the incorporated documents, the following precedence shall be used to interpret the requirements of this Agreement:

(1) The terms of this Agreement; and

(2) The terms of the Exhibits, Schedules and Appendices according to the order in which they appear.

41. Severability. If any provision of this Agreement is held by any court to be invalid, void or unenforceable, in whole or in part, the other provisions shall remain unaffected and shall continue in full force and effect.

42. Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right or remedy shall be deemed a wavier of any other breach, failure, right or remedy, whether or not similar, or preceding or subsequent, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

43. Amendments in Writing. This Agreement may be amended or modified only by a written instrument executed by both parties hereto and making specific reference to this Agreement and the intent of the parties that it be modified or amended by such writing.

The parties shall meet and confer in good faith on any modification of this Agreement that may become necessary to make its provisions consistent with any investment policy of LACERA, or any foreign, international, federal, state, county or local statute, rule, regulation or ordinance which governs any aspect of this Agreement.

44. Governing Law and Venue. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. Should either party initiate a lawsuit or other dispute resolution proceeding over any matter relating to or arising out of this Agreement, such lawsuit or other proceeding shall be filed and conducted in the County of Los Angeles, State of California, and all parties hereto hereby consent to such venue and the personal jurisdiction of all courts sitting within such location.

45. Joint and Several Liability. If Manager (or any permitted assignee) consists of more than one person or entity, the liability of each such person or entity signing this Agreement as Manager shall be joint and several.

46. Assignment and Delegation. Manager may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of LACERA, which consent may be granted or withheld in LACERA's sole discretion. Despite LACERA’s consent, no assignment shall release Manager of any of its obligations or alter any of its primary obligations to be performed under the Agreement, unless such consent expressly provides for such release of Manager. Any attempted assignment or delegation of this provision shall be void and shall entitle LACERA to terminate this Agreement for default.

47. Restrictive Agreements.

a. For purposes of this Section 47, “Restrictive Agreements” means any non-competition agreement, non-solicitation agreement, and any other agreement between Manager and any of its Agents, including, without limitation, those individuals responsible for managing the Managed Assets, whether entered into prior or subsequent to this Agreement, which purports to restrict any Agent whose working relationship with Manager terminates voluntarily or involuntarily (“Former Agent”), from soliciting investment management business or any other business from LACERA, or from entering into any contractual relationship with LACERA for investment management services or any other business purpose (collectively, “Business Activity”), by (1) prohibiting such Business Activity by the Former Agent for any period of time, (2) requiring the payment of money or other consideration by the Former Agent to Manager to enter into such Business Activity, or (3) requiring any other act or forbearance from action by the Former Agent in connection with such Business Activity.

b. Manager acknowledges that Restrictive Agreements infringe upon the Board’s fiduciary duty to select managers to invest and manage assets under LACERA’s administration.

c. Manager agrees such Restrictive Agreements shall not be applicable to any Business Activity between LACERA and any Former Agent. Manager shall not enforce any such Restrictive Agreement against any Former Agent to the extent such Former Agent engages in a Business Activity with LACERA.

48. Word Usage. Unless the context clearly requires otherwise, (i) the plural and singular number shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (iv) “or” is not exclusive; (v) “includes” and “including” are not limiting; and (vi) ”hereof,” “herein,” and other variants of “here” refer to this Agreement as a whole.

49. Execution in Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Board of Investments of LACERA has caused this Agreement to be executed on behalf of LACERA and Manager has caused this Agreement to be executed by its duly authorized officer as of the date first above written.

Manager: LACERA:

____________________ Los Angeles County Employees
Retirement Association

By: ________________ By: __________________
Name: ________________ Name: __________________
Title: ________________ Title: __________________

Approved as to form:

____________________
[name]
LACERA Staff Counsel


EXHIBIT A

TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
AND


INVESTMENT GUIDELINES
[supplied by investment office]


EXHIBIT B
TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
AND

FEE SCHEDULE

EXHIBIT C

TO THE INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
AND


CERTIFICATION OF CONTRACTORS
CONCERNING FINANCIAL CONTACTS OR SOLICITATIONS


_______________________ (“Manager”) acknowledges that the Los Angeles County Employees Retirement Association (LACERA) is responsible for the administration of the employees’ retirement trust fund. The members of LACERA’s Board of Retirement and the Board of Investments (hereinafter referred to as the “Boards”) are the sole and exclusive trustees and fiduciaries of this statutory trust.

Manager agrees to assist the Boards in discharging their mutual fiduciary obligations and to affirmatively assist in identifying potential conflicts of interests. Manager hereby acknowledges that the Boards are directing Manager to file an annual certification regarding contacts which may represent potential conflicts of interest and further agrees to furnish the annual certification.

In the event any person described below (a “Designated Person”) contacts Manager with respect to a financial transaction or solicitation which is not solely on behalf of LACERA’s business with Manager, Manager shall promptly report by telephone and in writing such contact to the Chairman of the Boards and the Chief Executive Officer. For purposes of reporting contacts, a “solicitation” includes, as an example and without limitation, a request for contribution to any campaign for any elected seat on either Board, or for a seat on the Board of Supervisors of Los Angeles County, made by or on behalf of a Designated Person. A Designated Person is:

• Any member of either Board;
• Any candidate for an elected seat on either Board;
• Any member of the Board of Supervisors of Los Angeles County;
• Any candidate for a seat on the Board of Supervisors of Los Angeles County;
• Any of the LACERA Executive Staff designated on Attachment No. 1 hereto; and
• Any person claiming to represent or to have influence with any person described above.

Manager further agrees to furnish an annual certification, attested to by a responsible officer of Manager. The certification shall describe each contact reportable under the foregoing paragraph, listing the date(s) of such contact, the person making the contact and the subject matter of the contact. The certification shall state that except as specifically described in the certification, Manager has not been contacted by or on behalf of a Designated Person with respect to a financial transaction or solicitation which is not solely on behalf of LACERA’s business with Manager. Such certification shall be filed annually by January 30 of each year for the preceding calendar year.

EXHIBIT C-1
Designated Persons



BOARD OF RETIREMENT BOARD OF INVESTMENTS

1. [name] 1. [name]

2. [name] 2. [name]

3. [name] 3. [name]

4. [name] 4. [name]

5. [name] 5. [name]

6. [name] 6. [name]

7. [name] 7. [name]

8. [name] 8. [name]

9. [name] 9. [name]

10. [name]

Contact Person Contact Person
[name], Secretary [name], Secretary
300 North Lake Avenue, Suite 820 300 North Lake Avenue, Suite 820
Pasadena, CA 91101 Pasadena, CA 91101

EXECUTIVE STAFF

[Primarily high level positions in the Accounting, Executive, Investment, and Legal Offices]


INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION
AND

TABLE OF CONTENTS

1. APPOINTMENT AS MANAGER AND ACCEPTANCE OF APPOINTMENT 1
2. FIDUCIARY STATUS OF MANAGER; STANDARD OF CARE 1
3. MANAGER AS INDEPENDENT CONTRACTOR 2
4. AUTHORIZED LACERA PERSONNEL 2
5. AUTHORIZED INSTRUCTIONS 2
6. CUSTODY OF MANAGED ASSETS 3
7. INVESTMENT DUTIES OF MANAGER 3
a. Investment Guidelines 3
b. Trading Procedures 3
c. Manager Not Acting as Principal 4
d. Broker/Dealers 4
e. Trade Confirmation and Settlement 4
f. Discretionary Rights and Powers Affecting the Managed Assets 4
g. Acting on Illegal Information 5
8. ACCOUNT RECONCILIATION 6
9. SOFT DOLLAR COMMITMENTS 6
10. NOTIFICATION OF TAX LIABILITIES 6
11. PROXY INFORMATION 6
12. WRITTEN REPORTS 7
a. Monthly Reports 7
b. Quarterly Report 8
c. Annual Board Report 8
13. MEETINGS 8
14. COMPENSATION FOR SERVICES 8
a. Fees 8
b. Invoices 8
15. SEMINARS AND TRAINING PROGRAMS 8
16. TERM 9
17. TERMINATION FOR LACERA'S CONVENIENCE 9
18. TERMINATION BY LACERA FOR DEFAULT 9
19. TERMINATION FOR MANAGER'S CONVENIENCE 10
20. TERMINATION BY MANAGER FOR DEFAULT 10
21. FORCE MAJEURE 10
22. RIGHTS, REMEDIES AND RESPONSIBILITIES UPON TERMINATION 11
a. Post-Termination Responsibilities 11
b. Termination Invoice 11
c. Payment Withheld for Default 11
d. Excusable Default 11
e. Good Faith Transfer 12
f. Cumulative Nature of Rights and Remedies 12
23. MEASURE OF DAMAGES 12
24. INDEMNIFICATION OF LACERA 12
25. INDEMNIFICATION OF MANAGER 13
26. INSURANCE 13
a. Commercial General Liability 13
b. Workers' Compensation 14
c. Errors and Omissions 14
27. MANAGER'S REPRESENTATIONS, WARRANTIES AND COVENANTS 14
a. Authorization 15
b. Quality of Services 15
c. Contingent Fees 15
d. Gratuities 15
e. Conflict of Interest 16
f. Intellectual Property 16
g. Annual Audited Financial Statement 16
h. Changes 16
I. Investigations and Complaints 16
j. Registered Investment Advisor 17
k. Investment Manager 17
l. Manager's Agents 17
m. Disclosure Statement 17
n. Certification Concerning Financial Contacts or Solicitations 17
o. Year 2000 Compliance .....................................................................
28. COMPLIANCE WITH LEGAL REQUIREMENTS 18
29. ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAWS 18
30. NONDISCRIMINATION IN EMPLOYMENT 18
31. REPLACEMENT OF MANAGER'S AGENTS 19
32. RECORD RETENTION AND INSPECTION 19
a. Record Maintenance 19
b. Record Review and Audit 19
33. CONFIDENTIALITY 19
34. AUDIT SETTLEMENT 20
35. NOTICES 20
36. COOPERATION IN CONTRACT ADMINISTRATION 21
37. ATTORNEYS' FEES 21
38. SECTION HEADINGS; INTERPRETATION 21
39. ENTIRE AGREEMENT 22
40. EXHIBITS, SCHEDULES AND APPENDICES 22
41. SEVERABILITY 22
42. WAIVER 22
43. AMENDMENTS IN WRITING 22
44. GOVERNING LAW AND VENUE 23
45. JOINT AND SEVERAL LIABILITY 23
46. ASSIGNMENT AND DELEGATION 23
47. RESTRICTIVE AGREEMENTS 23
48. WORD USAGE 24
49. EXECUTION IN COUNTERPARTS 24

EXHIBITS Page
EXHIBIT A: STATEMENT OF INVESTMENT POLICY 20
EXHIBIT B: FEE SCHEDULE 21
EXHIBIT C: CERTIFICATION OF CONTRACTORS CONCERNING
FINANCIAL CONTACTS OR SOLICITATIONS 22