INVESTMENT MANAGER AGREEMENT

for

Domestic Enhanced Index Equity Portfolio 

The initial term of this Agreement shall be for a four (4) month period commencing March 1, 2000 and ending June 30, 2000.  The term of this Agreement may be extended for successive contract periods of one year each as provided in Section 7.2 of this Agreement. 

I.          RECITALS

1.1       Definitions

(a)        "Account"   means the account established hereunder with _________  on behalf of the Plan.  The assets allocated to the Account include all interest, earnings, accruals and capital growth thereon, without limiting the Board's discretion to add or withdraw assets.

(b)        "Authorized Person"   means any person or entity, jointly or severally authorized in a writing delivered to _________, to act on behalf of the Board or the Plan, with respect to any action required or permitted to be taken under this Agreement.

(c)        "_________"  means _________ Investment Management, Inc., an investment manager selected and appointed by the Board to manage the assets of the Plan in the Account.

(d)        "Board"   means the Oklahoma Public Employees Retirement System Board of  Trustees, a statutory public body created at 74 O.S. 1991, Section 901 et seq., as amended, to administer and manage certain retirement plans for state and other governmental employees.

(e)        "Guidelines"  means the Investment Policy and Guidelines established and adopted by the Board, as those may be amended from time to time.

(f)         "Instructions"   means written and manually signed instructions of any Authorized Person.  Instructions shall also include Instructions Received By Any Other Means, including, but not limited to, oral instructions, or instructions received by computer, electronic instruction system or telecommunications terminals, such as telex, TWXS, facsimile transmission or bank wire, provided that the parties hereto shall have agreed in a manually signed writing to the form, the means of transmission and the means of identification of such Instructions.

(g)        "Master Custodian"   means the Board's designated custodian bank, at which the Board shall establish a Sub-account in _________' name for transactions involving the assets allocated to _________ by the Board for investment and management.

(h)        "Plan"   means the Oklahoma Public Employees Retirement System (OPERS), a qualified governmental defined benefit plan as described in Section 401(a) of the Internal Revenue Code of 1986, as amended.

(i)         "Sub-account"   means the account which the Board shall establish with its Master Custodian in _________' name for the deposit of the assets and the accounting of transactions related thereto, separately from the Board's other assets.

(j)         "Transition Period"   means a period of up to three (3) months following the termination date of this Agreement during which _________ continues to perform those services required under this Agreement in order to complete any transactions pending on the termination date and to facilitate an orderly transition of investment management services.

            The plural of any term shall have a meaning corresponding to the singular thereof as so defined and any neuter pronoun used herein shall include the masculine or feminine as the context may require.

1.2       The Board hereby appoints _________ as a fiduciary, authorized to invest and manage certain Plan assets of the Account which the Board, in its sole discretion, may from time to time allocate to _________.  _________ has been duly selected and appointed by the Board, after competitive bidding, on February 17, 2000.  By execution of this Agreement, _________ accepts such appointment, assumes full responsibility for the investment and management of the Account and agrees to execute its duties according to the terms, conditions and standards set forth in this Agreement. 

1.3       _________ acknowledges that it is a fiduciary with respect to the Plan, and asserts that it is registered and/or licensed pursuant to all applicable state and federal laws.  _________ shall discharge its duties under this Agreement solely in the interests of the Plan 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 like character and with like aims, and in accordance with the provisions of this Agreement. 

II.      RELATIONSHIP BETWEEN THE BOARD AND _________

2.1       The Board has negotiated and entered into this Agreement with _________ for itself and on behalf of the individuals who are the members covered by the Plan.  _________ is an independent contractor who has entered into this Agreement as an investment manager for the assets of the Plan and is not, nor is intended to be, the employee of the Board in the performance of this Agreement.

2.2       Nothing in this Agreement is intended to be construed, or be deemed to create any rights or remedies in any third party, including but not limited to a member of the Plan or another investment manager.

2.3       The Board shall instruct its Master Custodian to:  (a)  establish a separate custody Sub-account on it's books and records in _________' name and (b)  maintain the Sub-account in a manner that enables the Master Custodian to account for the assets in the Account and any transactions thereto, separately from the Board's other assets.  It is expressly understood and agreed that ownership of the assets in the Account shall remain with the Plan at all times and under all circumstances. 

III.    _________' DUTIES AND RESPONSIBILITIES

3.1       _________ shall provide investment management services and other similar services in accordance with this Agreement.  In that respect, all right, title and interest in and to the Property shall at all times be vested in the Plan.  All Property held in the Account hereunder shall be kept with the same care as _________ exercises in respect of its own assets.

3.2       As a fiduciary, _________ shall have the discretion to manage, invest and reinvest the assets in the Account according to the terms of this Agreement and the Guidelines of the Board.

3.3       _________ agrees and is authorized as follows:

(a)        _________ is authorized to invest the Plan assets in the Account in domestic equity assets, subject to the written limitations of the Board, strictly pursuant to the statutes of the State of Oklahoma, and to the Guidelines of the Board.  _________ agrees to receive and hold all such assets that are invested upon all the terms and conditions herein set forth for the exclusive benefit of the beneficiaries of the Plan and shall not divert any such assets for any other purpose.  Such assets include any income or earnings thereon which _________ shall be directed to reinvest;

(b)        _________ is authorized to buy, sell, exchange, convey, transfer or otherwise trade any U.S. dollar denominated investments and U.S. denominated securities to the extent permitted and authorized by this Agreement and the Guidelines of the Board;

(c)        _________ is authorized to execute in the Plan name such ownership and other certificates or documents as may be required by rules or regulations of any state, federal or other governmental authority, including, but not limited to the U.S. Internal Revenue Service and the taxing authorities of other jurisdictions, or necessary to carry out the duties and responsibilities established under this Agreement;

(d)        _________ will forward daily its confirmation respecting each transaction to the Master Custodian and the Plan (if requested) giving the appropriate information which resulted in the transaction;

(e)        All payments physically or constructively received by _________ of dividends, interest, sales and/or redemptions shall be forwarded immediately to the Master Custodian.  _________ shall not hold cash at any time except as indicated in the Guidelines of the Board;

(f)         All transactions will be consummated by payment to, or delivery by, the Board or Master Custodian, of all cash and/or securities due to or from the Account.

3.4       _________ shall be responsible for the proper diversification of the assets under its discretion, provided, however, such responsibility is subject to and limited by the Instructions to it issued by the Board.  It is understood that the Board is responsible for the overall diversification of the assets of the Plan, and any statutory limitations thereon.

3.5       _________ shall be responsible for voting all proxies solicited by or with respect to the issuers of securities in which assets of the Plan in the Account may be invested, according to the Proxy Voting Guidelines of the Board.  _________ shall issue a report to the Board at least once per year detailing these proxy votes.

3.6       _________ may from time to time consult with legal counsel, who may be counsel to the Board or the Plan, and may act in reliance upon advice of counsel.

3.7       Where _________ places orders for the execution of portfolio transactions for the Account, _________ shall direct brokerage in the manner and amount directed by the Board, as reflected in the Guidelines, subject to the principles of best execution.  _________ may place all other orders to such reputable, qualified and financially sound dealers and brokers as _________ in good faith judgment may choose.  All portfolio transactions shall be made in the best interest of the Plan, and shall be consistent with the principals of best execution.  Unless authorized in writing by the Board, _________ shall not act as its own broker at any time. _________ shall issue a report to the Board at least monthly detailing the brokerage and commissions from the Account.

            Notwithstanding the foregoing, _________ shall not place orders with any broker-dealer who is affiliated with an investment manager, consultant or other named fiduciary of the Plan.

3.8       Upon Instructions from any Authorized Person, _________ shall make such distributions and transfers of funds held in the Account as may be directed from time to time.

3.9       _________ agrees upon request and at a time mutually agreed upon, to make available to the representatives of the Board any and all records pertaining to the duties and responsibilities under this Agreement. 

3.10     _________ shall prepare, at least monthly, a report showing information concerning the Account including, but not limited to the assets and liabilities of the account, a written inventory of the investments and transactions, including the book, par and market values, the performance of the Account  and a reconciliation report.  The report shall be provided in a form and manner, and include such additional information as may be reasonably required by the Board or the Plan, or any staff thereof.  It is the responsibility of _________ to reconcile with the Master Custodian any and all discrepancies in the reports.

3.11     _________ shall meet with the Board at least annually to present its reports on the performance of the Account.  In addition, at the Board's request and at mutually agreed upon times, _________ shall meet with the Board as requested to discuss any action with respect to the Account, including a review of performance or to discuss present and future investment strategy.  _________ shall be available to answer questions by the Board, its' Consultant or staff from time to time as needed, without additional charge. 

IV.    THE BOARD'S DUTIES AND RESPONSIBILITIES

4.1       The Board agrees to pay _________ compensation pursuant to the provisions of Exhibit "A", attached hereto and made a part of this Agreement.

4.2       The Board shall, from time to time, provide Instructions which indicate the person or persons authorized to direct _________ with respect to the Account and any actions identified in this Agreement.  _________ may conclusively rely upon any Instructions of such Authorized Person which _________ reasonably believes to be genuine, correct and to be signed, sent or made by an Authorized Person, until Instructions revoking the authority of such person are received. 

V.        DISPUTE RESOLUTION

5.1       The Board and _________ agree that their authorized representatives will timely meet and negotiate in good faith to resolve any problems or disputes that may arise in performance of the terms and provisions of this Agreement. 

VI.       INDEMNIFICATION

6.1       _________ shall indemnify, defend and hold harmless the Board, its' officers, its' fiduciaries other than _________, and its' employees and agents from and against any and all claims, damages, losses, liabilities, suits, costs, charges, expenses (including, but not limited to reasonable attorney fees and court costs), judgments, fines and penalties, of any nature whatsoever, to the extent attributable 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 material legal duty or requirement by _________ acting in connection with this Agreement.  This indemnification shall survive any termination of this Agreement.

6.2       In the event of any claim and/or liability asserted against _________ by any third party as a result of _________ action under the terms of this Agreement, _________ shall provide written notice to the Board.  To the extent authorized by the Board, _________ shall be reimbursed and held harmless for the reasonable expenses incurred as a result of such claim or liability, including, but not limited to, attorney fees.  Such authorization shall not be unreasonably withheld.

6.3       Notwithstanding any other provision of this Agreement,  neither the Board nor _________  shall be held liable for any losses to the Account arising from causes beyond the control and without the fault of such party.  Such causes may include, but are not restricted to, acts of God, acts of war, acts of any foreign, international, federal or state government in such governments sovereign capacity, fires, exchange or market rulings, suspension of trading, strikes, or mechanical breakdown or failure; provided, that in every case, the failure to perform must be beyond the control and without the fault or negligence of such party.  It is expressly understood that the Board and the Plan and its employees shall be immune for any breach of contract that is caused by an incorrect date being produced, calculated or generated by a computer or computer system or caused a computer or computer system to fail to accurately store, process, provide or receive data that is owned or operated by the Board, the Plan or its respective staff.

6.4       Without limiting the indemnification obligations provided in this Agreement, for the duration of this Agreement, _________ shall provide and maintain, at its own expense, the insurance policies in the type and amounts of coverage limits set forth in its' bid response.  

VII.     TERM AND TERMINATION

7.1       The term of this Agreement shall be for the initial contract period commencing March 1, 2000, and ending June 30, 2000.  The term of this Agreement may be extended for successive contract years as provided in Section 7.2 of this Agreement.

7.2       This Agreement may be renewed by the Board for five (5) succeeding terms of up to one year each, upon written notice given, pursuant to Section 8.2, at least 30 days prior to the anniversary date, of  the Board's intent to renew.

7.3       _________ may terminate this Agreement with or without cause, upon giving 30-day notice pursuant to Section 8.2, at any time after the first contract period.  The Board may terminate this Agreement with or without cause, upon giving 30-day notice pursuant to Section 8.2, at any time.  In no event shall the termination of this Agreement pursuant to this Section be deemed a waiver of either parties right to make a claim for damages resulting from any default which occurred prior to the termination date.

7.4       Upon any termination of the Agreement by either party, to the extent directed by the Board, _________ shall continue to serve as investment manager, pursuant to the same terms and conditions, for the duration of the Transition Period.  _________ shall cooperate with the Board and the Plan in good faith to effect a smooth and orderly transfer of such services, assets and all applicable records. 

7.5       Nothing in this Agreement shall be construed to limit either party's remedies at law or in equity in the event of a material breach of this Agreement.

7.6              Following termination of this Agreement, the Board shall continue to have access to _________' records of services provided for five (5) years from the date of provision of the services to which the records refer. 

VIII.    GENERAL PROVISIONS

8.1       Assignment

            This Agreement or any of the rights, duties, or obligations of the parties hereunder, shall not be assigned by either party without the express written consent and approval of the other party. 

8.2       Instructions and Notices

            (a)        Any Instructions or notices required to be given pursuant to the terms and provisions of this Agreement shall be in writing, postage prepaid, and shall be sent by First Class Mail or by courier, or copier or facsimile and confirmed by First Class Mail, to the Board and/or the Plan or _________ at the addresses in subsection (b) below.  The notice shall be effective on the date indicated on the postmark or other indicated date of receipt.

(b)        Instructions / Notices:

The Board and/or the Plan:

Oklahoma Public Employees Retirement System

Stephen Edmonds, Executive Director

P.O. Box 53007

6601 N. Broadway Ext.,  Ste.129

Oklahoma City, Oklahoma 73152

cc:   Lydia Lee, General Counsel

_________:

_________ Investment Management, Inc.  

Attn: L. Charles Meythaler

10 State House Square, SH14

Hartford, CT    06103-3602

8.3       Material Changes

            _________ shall notify the Board within 30 days of any of the following changes:   (a)  _________ becomes aware that any of the representations, warranties and covenants set forth herein or in its bid response cease to be materially true at any time during the term of this Agreement;   (b)  there is any material change in _________ senior personnel assigned to perform services under this Agreement;   (c)  there is any change in control of _________;  or  (d)  _________ becomes aware of any other material change in its business organization, including, but not limited to the filing of bankruptcy relief or other legal suits or actions.

8.4       Confidential Relationship

            All information furnished by the Board to _________ hereunder, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties except as required by regulatory authorities, regulation or law or as authorized by the Board.

8.5     Entire Agreement

            This Agreement, together with Exhibits, contains the entire Agreement between the Board and _________ relating to the rights granted and the obligations assumed by the parties.  Any prior agreements, promises, negotiations, or representations, either oral or written, relating to the subject matter of this Agreement not expressly set forth in this Agreement are of no force or effect.  The bid specification and response by _________, and where appropriate, the  Guidelines of the Board, are incorporated into this Agreement, specifically by reference.

8.6       Amendment

            This Agreement, or any part or Section of it, may be amended at any time during the term of the Agreement by mutual written consent of the Board and _________.

8.7       Governing Law and Venue

            This Agreement and all Plan provisions shall be construed and enforced in accordance with the laws of the State of Oklahoma.  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 in and conducted in Oklahoma County, State of Oklahoma.

8.8       Severability

            The terms and provisions of this Agreement shall be deemed to be severable one from the other, and determination at law or in a court of equity that one term or provision is unenforceable shall not operate so as to void the enforcement of the remaining terms and provisions of this entire Agreement, or any one of them, in accordance with the intent and purpose of the parties hereto.

8.9       Fee Guarantee

            _________ agrees that the fee herein for investment management services is the same or lower than fees _________ charges to other clients of similar funds and accounts.  In the event _________ agrees to charge any other client a lower fee for management of similar funds or accounts, _________ will reduce its fee to the Board to the same extent.  It is _________' responsibility to notify the Board of the existence of any fee agreements which are lower than the fees agreed upon herein.  The Board reserves the right to ask for periodic fee review reports.  The Board shall be entitled to a retroactive fee reduction in the event _________ fails to promptly notify The Board of any lower fee agreements.

This Agreement made and entered into this 1st day of March, 2000, by and between The Oklahoma Public Employees Retirement System Board of Trustees ("the Board") and _________ Investment Management, Inc.  ("_________").

____________________________________            _________________________________

for:                                                                               for:

_________ Investment Management, Inc.                     Oklahoma Public Employees Retirement

                                                                                    System Board of Trustees  ("the Board")

EXHIBIT A

COMPENSATION RATES

A.        _________ shall submit invoices for services to the Board providing such information acceptable to the Board.

B.         Payment shall be made by the Board within 60 days of receiving correct and accurate billing statements.  All payments are made in arrears and no payments shall be made in advance.

C.        The total annual fee for the services provided under this Agreement are set forth in this Exhibit “A”.

             1.         Investment Management fees:

                                    First $300 Million                     20  basis points       (0.20 of 1%)

                                    Balance                                    15  basis points       (0.15 of 1%)

2.         The fees shall be calculated based upon the fair market value of the assets managed at each calendar quarter's beginning date, to be paid subsequent to each calendar quarter's end date.  Fees shall be pro-rated for services rendered for any partial quarters.

SERVICES NOT INCLUDED IN COMPENSATION RATES

It is understood and agreed that _________ may bill or charge, over and above the compensatory rate above mentioned, for only these services and at these rates:

NONE

AFFIDAVIT

State of _______________     )

                                                )           SS:

County of _____________      )

____________________, of lawful age, being first duly sworn, on oath, says that (s)he is the agent authorized by _________ Investment Management, Inc.  ("_________"), to submit the attached contract to the State of Oklahoma.  Affiant further states: (1) _________ has not paid, given or donated or agreed to pay, give or donate to any officer or employee of the State of Oklahoma any money or other thing of value, either directly or indirectly, in the procuring of the contract; (2)  _________ has not previously entered into a contract with the agency or other state agencies which would result in a substantial duplication of the final product required by the proposed contract; and (3) _________ certifies that no person who has been involved in any manner in the development of this contract while employed by the State of Oklahoma shall be employed to provide any of the services required by the contract.

                                                                                    ______________________________

                                                                                    AFFIANT 

            Subscribed and sworn to before me this ________ day of __________, 2000. 

                                                                        ____________________________________      NOTARY PUBLIC