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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]. (“Investment 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”) acting 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 Retirement 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].

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 or 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 additional 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 shall 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 Investment 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 Investment 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 intent to change any Investment Objectives. Any such change shall be effective only upon acceptance, in writing, by Investment Manager and the [organization].

1.6 Subject to subparagraphs 1.2 and 1.5 above, Investment Manager may, in its discretion, and without 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 the 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 ownership 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 investments.

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 capacity and familiar with such matters would use 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, beneficiaries 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 and 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 prevailing 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 Manager 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 and in the amount specified under Section 412 of ERISA and the regulations thereunder, and shall include 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 provided 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 Manager 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, other 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 [organization], 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 promptly notify the Board of Trustees if it has reason to 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 assets 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; that 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 Exchange 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, receipts 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 Investment 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 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 monthly 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 market 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 securities 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-the-counter market shall be valued at the latest available bid price quotation furnished to 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 Investment 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 determined in good faith by the Investment Manager to reflect their fair market values.

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 notifying 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 Performance 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 behalf 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.

6.2 Quarterly reports. The Investment 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 thereof, 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 prudent 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 business 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 the ordinary course of Investment Manager’s business, and any other instances of similar materiality or significance.

6.3.2 Investment Manager’s Form 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 all 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 Investment 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 opportunities 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 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 provided 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 execution 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 relating 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 unless 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 reflect the name of the firm, a description of each transaction (including the amount and securities 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 proxies 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 proxy 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 with 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 determined 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 calendar 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 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 less 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 respect 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, recipients, 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 [organization]. Investment Manager agrees to 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] if 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 adequate 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 may not be assigned by Investment Manager without the written consent of the Board.

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 delivered 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 effective (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. Any 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 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 limited 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 agrees 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 behalf 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 sexual 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 Personnel.

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 employed by the [organization] or by the State of [state] at the time this 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 employment 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 and 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 Investment 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 infringement 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 connection 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 (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 Investment 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 This 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 this 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 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 failure 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 confidential, 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 have executed this Agreement on the day and year first written above.

[ORGANIZATION]

[name]

[title]

[MANAGER]

[name]

[title]

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:

Specific Guidelines

Performance Measurement