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This Agreement made as of this ____ day of ___________, 200__, by and between the COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT BOARD, an independent administrative board of the Commonwealth of Pennsylvania, transacting business as the Commonwealth of Pennsylvania State Employees' Retirement System (herein "BOARD") and __________________________________________, a ___________________, with its principal office and place of business at ______________________________________________________(herein "ADVISOR"),

WITNESSETH:

WHEREAS, pursuant to Title 71, Section 5931(a) of the Pennsylvania Consolidated Statutes, BOARD has exclusive control and management of the Pennsylvania State Employees' Retirement Fund (herein the "Fund"), with full power to invest the same, subject to terms and conditions imposed by law; and

WHEREAS, pursuant to Section 5902(b) of said statute, BOARD has authority to contract for such professional services as it deems advisable in order to fulfill its duties; and


WHEREAS, ADVISOR has solicited an engagement to invest certain of the Fund's assets, and thereby establish and manage a ________________________________________________ portfolio for and on behalf of BOARD; and

WHEREAS, ADVISOR hereby reaffirms the reliability and accuracy of the written and oral representations made to BOARD in the solicitation of this Agreement; and

WHEREAS, ADVISOR possesses and will employ, in a fiduciary capacity, professional knowledge, experience, and expertise in ___________________________________ portfolio management, and investment matters generally, to preserve and enhance the financial integrity of the Fund,

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Engagement. BOARD hereby engages ADVISOR and ADVISOR hereby accepts BOARD's engagement to serve as an investment advisor and manager for and on behalf of BOARD with respect to Fund assets allocated to it, and to invest and reinvest such assets for and on behalf of BOARD consistent with the terms of this Agreement and such other policies and directives as may be communicated in writing to ADVISOR from time to time.

2. BOARD Policies and Guidelines. ADVISOR shall abide by BOARD's Statement of Investment Policy and Investment Strategy Statement, attached hereto and incorporated herein as Exhibits A and B, respectively. BOARD may retitle, amend or supplement its Statement of Investment Policy from time to time in its sole discretion, and written notice thereof shall be furnished to ADVISOR. The Investment Strategy Statement may be amended from time to time upon the mutual written consent of BOARD and ADVISOR.

3. ADVISOR's Services. ADVISOR shall purchase, sell and exchange authorized securities and generally act as investment advisor and manager for and on behalf of BOARD, as limited by law, for Fund assets allocated to it, provided, however, that BOARD in its sole discretion may suspend ADVISOR's execution, trading and other activities for BOARD's account at any time by written notice transmitted pursuant to Section 17 of this Agreement. In performing services hereunder:

(a) Power and Authority. ADVISOR shall have full power and authority on behalf of BOARD to: make purchases and sales of securities or other property consistent with BOARD policies and guidelines; exercise or abstain from exercising any option, warrant, privilege or right with respect to the assets; issue orders for, or make purchases or sales of securities or other property directly with a broker, dealer or other person; and in connection with the assets, take any other action and exercise any power or authority reasonably necessary in carrying out the investment activities authorized by BOARD.

(b) Involvement with Brokers and Dealers. In the performance of said services, ADVISOR shall execute investment decisions through brokers and dealers of its choice with a view to insuring that such brokers and dealers complete the transactions in a manner most favorable to BOARD. ADVISOR may utilize the execution, clearing and settlement services of a broker or dealer who is an Affiliate, provided that ADVISOR has first obtained the approval of BOARD. For purposes of this Agreement, an “Affiliate” shall be any natural or fictional person controlling, controlled by or under common control with ADVISOR. “Control” shall mean, in the context of a fictional person, ownership of at least 50% of the equity securities of a person, or control of a majority of the general partnership interests of a person, or comparable status with respect to other forms of entities. ADVISOR shall favor Pennsylvania-domiciled brokers and dealers in the performance of such activities whenever ADVISOR can do so in a manner consistent with BOARD's Statement of Investment Policy. ADVISOR shall provide complete and timely disclosure of any introducing broker relationship by written notice to BOARD. Notwithstanding the foregoing, BOARD reserves the right to selectively limit trading with brokerage firms.

(c) Registration of Securities. ADVISOR, when purchasing registered securities for BOARD, shall cooperate with the Custodian in the appropriate registration of such securities. When used in this Agreement, the term “Custodian” refers to the State Treasurer, the State Treasurer’s subcustodian, and agents of the State Treasurer’s subcustodian. The identity and address of the State Treasurer’s subcustodian shall be furnished to ADVISOR by BOARD.

(d) Meeting Attendance. ADVISOR shall attend BOARD meetings as BOARD shall request to apprise BOARD of its investment activities. ADVISOR shall also attend special meetings and attend or conduct investment seminars when requested by BOARD.

(e) Reports. ADVISOR shall furnish to BOARD, or otherwise, as BOARD shall more specifically direct in writing hereafter, periodic reports on the status, composition, and performance of the assets managed by ADVISOR. ADVISOR shall also cause to be forwarded to the State Treasurer’s subcustodian, and upon request to the State Treasurer, copies of all trade confirmations promptly after execution of transactions for BOARD’s account.

(f) Information to be Furnished. ADVISOR shall furnish to BOARD upon request information concerning assets and asset classes in which ADVISOR will invest for and on behalf of BOARD, including, inter alia, identification of purchase or sale opportunities and an overview of specific market conditions.

(g) Compliance with Laws. ADVISOR's conduct and actions for and on behalf of BOARD shall be in compliance at all times with federal and state securities laws and regulations and all other applicable laws and regulations, including but not limited to those relating to the licensing of its personnel.

(h) ADVISOR’s Investments for Own Account. Except as provided in ERISA, nothing in this Agreement shall limit or restrict ADVISOR or any of its partners, officers, Affiliates or employees from buying, selling or trading in any securities for its or their own account or accounts, pursuant to ADVISOR’s policy on employee trading. BOARD acknowledges that ADVISOR and its partners, officers, Affiliates or employees, subject to the limitations contained in ADVISOR’s policy on employee trading (a copy of which shall be timely furnished to BOARD), and its other clients may, at any time, have, acquire, increase, decrease, or dispose of positions in investments which are at the same time being acquired or disposed of on behalf of BOARD. ADVISOR shall have no obligation to acquire on behalf of BOARD a position in any investment which ADVISOR, its partners, officers, Affiliates or employees may acquire for its or their own or for the account of another client, if in the sole discretion of ADVISOR, it is not feasible or desirable to acquire a position in such investment.

(i) Class Actions. ADVISOR shall notify BOARD within five (5) business days of its receipt of a Notice of Pending Class Action with respect to an action in which the Fund is or may be entitled to participate. If ADVISOR held securities or effected trades which would qualify the Fund for participation in the class action, and BOARD has not instructed ADVISOR to the contrary prior to the deadline specified in the Notice for filing a proof of claim, ADVISOR shall file the appropriate claim notice with a copy to BOARD and the State Treasurer’s subcustodian. [In addition, in the event ADVISOR receives notice of any other litigation under the laws of any jurisdiction outside of the United States of America, in which litigation the Fund would be able to participate due to securities held or trades effected by ADVISOR, ADVISOR shall promptly notify BOARD, and shall cooperate with BOARD in taking such action as is reasonably necessary to protect BOARD’s interest in such litigation.]

(j) ERISA Limitations. References in the preceding subsections to restrictions or limitations on ADVISOR’s conduct imposed by ERISA shall be applied to ADVISOR’s conduct under this Agreement without regard to the general applicability of ERISA to the Fund.

4. Standard of Performance. ADVISOR shall perform investment advisory and management services under this Agreement subject to the exercise of that degree of judgment and care under the circumstances then prevailing which persons of prudence, discretion, intelligence and investment expertise who are familiar with such matters exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income to be derived therefrom as well as the probable safety of their capital.

5. Compensation. ADVISOR shall be compensated for its services as more completely described in Exhibit C, attached hereto and made a part hereof. ADVISOR represents and warrants the fee schedule to be applied to BOARD for management of the Account set forth in Exhibit C is the most favorable fee schedule available to any of ADVISOR’s other ______________ clients for the volume of BOARD’s assets under management (irrespective of the total size of other client’s portfolios) for which similar services are performed. Should ADVISOR from time to time establish a more favorable fee schedule for similar services performed for any of its other clients, ADVISOR shall promptly notify BOARD and apply such fee schedule effective as of the date of its earliest application to any of ADVISOR’s other clients; provided however, that BOARD acknowledges that the applicable fee schedule is based upon the investment objectives and restrictions applicable to the Account at inception and material changes in BOARD’s investment objectives or restrictions could impact whether BOARD is entitled to the most favorable fee schedule available at some future date.

6. ADVISOR's Insurance. ADVISOR shall maintain during the term of this Agreement a policy of errors and omissions insurance for the protection of the Fund with an aggregate limit of liability of at least $____ million to cover ADVISOR, its officers, employees and Affiliates. ADVISOR shall also maintain during the term of this Agreement a blanket fidelity bond naming BOARD as a loss payee or additional named insured in the amount of at least $__ million per event to cover ADVISOR, its officers, employees and Affiliates. Unless otherwise approved by BOARD, the maximum deductible on the errors and omissions policy and, per event, on the fidelity bond shall be no greater than $500,000 if ADVISOR has less than $1 billion in total firm assets under management, and shall be no greater than $1 million if ADVISOR has $1 billion or more in total firm assets under management. Provided such coverage is readily available in the insurance marketplace, coverage shall be comprehensive and shall not exclude coverage for liability relating to violations of law or reckless misconduct. ADVISOR shall submit copies of the policies of said insurance and bond as directed by BOARD, and BOARD shall cause to be issued a written determination of compliance prior to the commencement of services hereunder. ADVISOR shall thereafter maintain annual filings of current certificates of insurance with BOARD during the term of this Agreement. If ADVISOR changes insurance carriers for the insurance required hereunder, or if otherwise requested by BOARD, ADVISOR shall promptly submit copies of the policies of insurance and bonding as directed by BOARD. All policies and certificates of insurance shall contain provisions or endorsements by which the insurer agrees to: (1) provide thirty (30) days’ advance written notice to BOARD in the event the policy is canceled, non-renewed, or restrictively modified, or if the policy limits are reduced or the deductible is increased; and (2) provide written notice to BOARD in the event any of the aforesaid changes are made at the request of the insured, within thirty (30) days after the insurer’s receipt of such request. ADVISOR shall comply with such procedures and requirements relating to insurance and bond coverages for the protection of BOARD and the Fund as BOARD may convey to ADVISOR in writing. BOARD, in its discretion, may require such changes with respect to insurance coverage and bonding as it deems appropriate for the protection of the Fund by giving written notice of such changes to ADVISOR at least thirty (30) days in advance of the effective date of such changes.

7. Representations of ADVISOR

(a) General Representations. ADVISOR represents, warrants, confirms and agrees that:

(1) it is a "fiduciary" with respect to BOARD and the Fund as that term is defined in Section 3(21)(A) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and is not subject to any of the disqualifications described in Section 411 of ERISA, irrespective of the scope of ERISA application to the Fund.

(2) (A) it is duly registered and in good standing as an investment adviser under the Investment Advisers Act of 1940, as amended, and shall maintain such registration in good standing at all times during the term hereof; (B) ADVISOR shall timely furnish to BOARD a complete and legible copy of Part II of its current Form ADV filed with the Securities and Exchange Commission pursuant to Section 203(c) of the Investment Advisers Act of 1940, as amended; (C) throughout the term hereof, ADVISOR shall make any filings and pay any fees required by the Pennsylvania Securities Act of 1972, as amended; and (D) any investment advisor representative employed by or associated with ADVISOR who has a place of business in Pennsylvania, and who at any time during the term hereof is providing services to BOARD pursuant to this Agreement, shall be duly registered and in good standing with the Pennsylvania Securities Commission in accordance with, and as may be required by, the Pennsylvanis Securities Act of 1972, as amended;

[(3) it is regulated by the United Kingdom Investment Management Regulatory Organisation (“IMRO”) and is considered in good standing with such organization, and shall maintain such good standing at all times during the term of this Agreement; in addition, ADVISOR shall disclose to BOARD promptly hereafter IMRO procedures for investment activities performed by ADVISOR on behalf of BOARD and other clients, as required by IMRO regulations;]

(3) it has substantial experience and expertise making and managing the investments contemplated by this Agreement; and

(4) it has (i) undertaken a detailed review and assessment of all areas within its business and operations that could be adversely affected by ADVISOR’s failure to be Year 2000 Compliant on a timely basis; (ii) developed a detailed plan and timeline for becoming Year 2000 Compliant on a timely basis; (iii) implemented such plan in accordance with its timetable in all material respects; and (iv) developed contingency plans to ensure there will be no material adverse effect upon the provision of services to BOARD pursuant to this Agreement in the event ADVISOR or any of its key brokers, suppliers or vendors (including but not limited to ADVISOR’s Affiliates) are not Year 2000 Compliant on a timely basis. ADVISOR reasonably anticipates it will be Year 2000 Compliant on a timely basis. In the event ADVISOR directly exchanges electronic data with BOARD, ADVISOR represents and warrants its interface will not directly or indirectly adversely affect BOARD’s electronic information systems. ADVISOR has also made written inquiry of each of its key brokers, suppliers and vendors (including but not limited to ADVISOR’s Affiliates) as to whether such persons will, on a timely basis, be Year 2000 Compliant in all material respects; on the basis of such inquiry ADVISOR believes all such persons will be Year 2000 Compliant. ADVISOR shall promptly provide BOARD with copies of all forms ADV-Y2K filed by ADVISOR with the Securities and Exchange Commission (“SEC”). ADVISOR and its Affiliates shall make any required SEC or other regulatory filings, and shall comply with all regulatory requirements related to Year 2000 compliance. Year 2000 Compliant means, with regard to any entity, that all software, embedded microchips and other data and word processing capabilities used by and material to the business operations or financial condition of such entity are able to interpret and manipulate data on and involving all calendar dates correctly and without causing any abnormal ending scenario, including but not limited to complications related to dates in and after the year 2000. The representations, warranties, confirmations, and agreements set forth in this Section 7(a)(4) shall survive the termination or expiration of this Agreement.

(b) Evidence of Authority. ADVISOR shall furnish BOARD from time to time with certified resolutions or other appropriate documentation evidencing the authority of its partners, officers, Affiliates and employees to act on behalf of ADVISOR.

(c) Reliance. ADVISOR acknowledges that BOARD relies upon ADVISOR’s representations, warranties, confirmations and agreements.

(d) Notice of Change. ADVISOR shall promptly notify BOARD in the event any of the foregoing acknowledgments, representations, warranties or agreements herein shall no longer be true.

8. ADVISOR as Independent Contractor. ADVISOR shall perform its services hereunder as an independent contractor and shall provide worker's compensation insurance where the same is required. ADVISOR accepts full responsibility for the payment of, and shall pay when due, taxes of any nature or jurisdiction upon ADVISOR's property and income, premiums for worker's compensation insurance, Social Security taxes, all income tax deductions and any other taxes or payroll deductions required by law for its employees, servants or agents who perform services specified by this Agreement.

9. Changes in ADVISOR's Status. In the event of any actual or proposed material change in ADVISOR's status, including, without limitation: change in or departure of directors, officers, partners, employees or Affiliates who exercise investment discretion over BOARD's account; material modification of corporate or partnership structure; change in actual control or management of ADVISOR; material change in SEC[, IMRO] or other government or private registration, accreditation or licensing; alleged violations of the Investment Advisers Act of 1940, as amended, the federal securities laws, or comparable state law; material deterioration in financial condition including but not limited to the filing of a petition in bankruptcy; ADVISOR's awareness that its representations and warranties herein cease to be true; and litigation alleging ADVISOR's negligence, fraud or breach of fiduciary duty, ADVISOR shall immediately notify BOARD in writing.

10. Indemnification of BOARD. ADVISOR shall indemnify and forever hold harmless the Commonwealth of Pennsylvania, BOARD and its directors, officers, agents and employees, from and against any and all losses, claims, demands, actions, or liability of any nature, including but not limited to attorneys' fees, expenses and court costs, based upon, arising out of or in connection with the negligent, reckless, willfully improper or illegal performance of services or failure to perform services under this Agreement, actions outside the scope of authority, or other breach of this Agreement, by ADVISOR, its directors, officers, employees and agents or any brokers or futures commission merchants selected by ADVISOR and performing services for or on behalf of BOARD, regardless of any independent contractual arrangement BOARD may have with such brokers or futures commission merchants. At BOARD's option, and in its sole discretion, ADVISOR shall defend at its expense actions brought against the Commonwealth of Pennsylvania, BOARD and/or the Fund arising out of or in connection with any services performed or the failure to perform services, or other breach of this Agreement, by ADVISOR, and the costs of such defense shall be borne by ADVISOR and shall not constitute any expense of nor shall be paid out of Fund assets invested and managed by ADVISOR.

11. Confidentiality of Reports. All reports and documents relating to BOARD and the Fund which ADVISOR may prepare and deliver hereunder, shall be confidential and shall become the property of BOARD and shall not be published, circulated, or used in any manner by ADVISOR without BOARD's prior written approval, except as required by law.

12. Conflict of Interest. ADVISOR covenants that it has no interest and shall not acquire any interest, direct or indirect, that would conflict in any material manner or degree with the performance of its services hereunder. ADVISOR further covenants that in the performance of this Agreement, it will not knowingly employ any person having any such conflicting interest.

13. Other Business. BOARD acknowledges that ADVISOR provides investment advisory services for other clients, and that such services do not, in and of themselves, constitute a conflict with the performance of ADVISOR’s services hereunder. Provided the covenants of Section 12 above are not breached, and further provided that ADVISOR and its partners, officers, employees or Affiliates comply with the “prohibited transaction” rules of ERISA, nothing in this Agreement shall prohibit ADVISOR from rendering services similar to those provided herein for other clients. When investment opportunities occur which are consistent with the investment objectives of more than one client, ADVISOR shall not favor any one client over another. Such investment opportunities shall be allocated in a manner deemed equitable to the particular clients involved based on such factors as their respective investment objectives and then current investment and cash positions. In the event two or more clients seek identical investments at the same time, ADVISOR shall apply standardized allocation policies consistent with ADVISOR’s status as a fiduciary with respect to BOARD and Fund. A copy of such policies shall be furnished to BOARD within a reasonable time after execution of this Agreement.

14. Assignment or Other Transfer. The rights and obligations of ADVISOR under this Agreement including any interest herein or any claim arising hereunder, may not be assigned by it, in whole or in part, whether to any subsidiary or Affiliate of ADVISOR, or any partnership, trust or other entity controlling, controlled by or under common control with ADVISOR, or to any other party or parties, and whether voluntarily or by operation of law, and whether by sale, merger, division, consolidation, encumbrance or sale of stock, or otherwise), without the prior written consent of BOARD, which consent BOARD may grant or withhold in its sole and absolute discretion. Any assignment or attempted assignment in contravention of this Section shall be null and void ab initio.

15. Commonwealth Contract Provisions. In performing services hereunder, ADVISOR shall comply with the Commonwealth contract provisions attached hereto and incorporated herein as Exhibit D.

16. Maintenance, Preservation and Review of Records. ADVISOR shall maintain such records, books and accounts pertaining to services and payments hereunder in accordance with generally accepted accounting principles consistently applied. All such records, books and accounts shall be maintained and preserved for the longer of (a) the term of this Agreement or (b) four (4) years after their creation. During such period BOARD or any other department or representative of the Commonwealth of Pennsylvania, from time to time upon reasonable notice, shall have the right to inspect, duplicate and audit such records, books and accounts for all purposes authorized and permitted by law. ADVISOR may preserve such records, books and accounts in original form or on microfilm, magnetic tape, CD-ROM or any other generally recognized and accepted process.

ADVISOR shall maintain an adequate system of controls to ensure that any transactions entered into on BOARD’s behalf comply with any applicable laws or regulations, that the financial information reported to BOARD is accurate and complete, and that ADVISOR is in compliance with the terms and guidelines of this Agreement at all times. At the request and in the sole discretion of BOARD, ADVISOR shall produce an annual report on policies and procedures describing ADVISOR’s control structure for fiduciary and investment activities and provide ADVISOR’s written assertion of effectiveness of its control structure over said matters. At the sole discretion of BOARD, ADVISOR may be requested annually to provide either of the following or a similar report:

(a) An examination of ADVISOR’s written assertion about the effectiveness of ADVISOR’s internal control structure provided by an independent certified public accountant knowledgeable in such matters, or

(b) An independent auditor’s report prepared in accordance with the provisions of Statement on Auditing Standards No. 70 - Reports on the Processing of Transactions by Service Organizations (SAS 70). The report will examine both the design and effectiveness of the control environment.

17. Notices. Any notice, demand, direction, instruction and other communications required or permitted hereunder shall be confirmed in writing and shall be sufficiently given for all purposes when sent (a) by certified or registered U. S. mail, postage prepaid, [insert international provisions if appropriate] (b) by a nationally recognized courier service that maintains written verification of actual delivery, (c) by facsimile or e-mail, with a copy of the communication sent by first class U.S. mail, postage prepaid (provided that if the date of dispatch is not a business day, the facsimile or e-mail shall be deemed to have been received at the opening of business of the addressee on the next business day) or, (d) by delivering the same in person to any party at the following addresses or such other addresses as may be designated from time to time by the parties:

BOARD: John R. Brosius, Executive Director
COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYEES' RETIREMENT SYSTEM
30 North Third Street
Harrisburg, Pennsylvania 17101-1147
Facsimile: (717) 783-7300

Copies to: Peter M. Gilbert, Chief Investment Officer
Facsimile: (717) 772-3741
and
Harold E. Dunbar, Chief Counsel
Facsimile: (717) 787-5751
COMMONWEALTH OF PENNSYLVANIA
STATE EMPLOYEES' RETIREMENT SYSTEM
30 North Third Street
Harrisburg, Pennsylvania 17101-1147

ADVISOR: ___________________________________________
___________________________________________
___________________________________________



18. Expiration and Termination.

(a) Expiration. This Agreement shall expire on _____________________ unless terminated earlier as provided herein.

(b) Termination. ADVISOR may terminate this Agreement by furnishing written notice to BOARD not less than one hundred twenty (120) days prior to the effective date of termination, and BOARD reserves the right to terminate this Agreement at any time, for any reason, by furnishing written notice to ADVISOR, whereupon and in either of such events, ADVISOR's fees for services under this Agreement shall be prorated and paid.

(c) Liability. The termination or expiration of this Agreement shall not relieve ADVISOR of any liability that may be incurred in connection with its investment activities, which liability shall survive termination or expiration.

(d) Final Report. ADVISOR shall furnish to BOARD, within thirty (30) days of the effective date of termination or expiration, a final report on its investment activities and the status of the Fund's assets allocated to ADVISOR. Any and all of the Fund's assets in ADVISOR's possession at the effective date of termination or expiration shall be returned to BOARD immediately upon termination or expiration or as soon thereafter as is practicable considering ADVISOR's obligations to preserve and enhance the financial integrity of the Fund.

19. Applicable Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania (without regard to any conflict of laws provisions) and the decisions of Pennsylvania courts. ADVISOR hereby consents to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal courts in Pennsylvania, hereby waiving any claim or defense that such forum is not convenient or proper. ADVISOR agrees that any such court shall have in personam jurisdiction over it, and consents to service of process in any manner authorized by Pennsylvania law.

20. Reservation of Immunities. BOARD hereby reserves all immunities, defenses, rights or actions arising out of its sovereign status or under the Eleventh Amendment to the United States Constitution, and no waiver of any such immunities, defenses, rights or actions shall be implied or otherwise deemed to exist by its entry into this Agreement, by any express or implied provision of this Agreement or by any actions or omissions to act of BOARD or any representative or agent of BOARD, whether taken pursuant hereto, prior to or after the entry by BOARD into this Agreement.

21. Binding Effect. This Agreement inures to the benefit of and binds all parties hereto and their respective successors and assigns.

22. Amendment. No amendment or modification of this Agreement, other than as set forth in Section 2 hereof, shall have any force or effect unless it is in writing and signed by the parties hereto.

23. Counterparts. 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 instrument.

24. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be held contrary to any express provision of law, or contrary to the policy of express law though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the remainder of this Agreement or the rights of the parties hereto.

25. Headings. The headings and captions in this Agreement are for convenience and reference purposes only and shall not be construed or deemed to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions hereof.

26. Entire Agreement. Except as hereinabove expressly provided, this Agreement supersedes all prior contracts and undertakings, written or oral, between the same parties concerning the same subject matter.
IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have caused this Advisory Agreement for _________________________________ Portfolio Management to be executed.

ATTEST: _______________________________________
Federal Tax Identification Number: __________


____ _________ __
BY: Date BY: Date
TITLE: TITLE:


ATTEST: COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM

Federal Tax Identification Number: 25-1790545


____ _________ _ _
BY: John Brosius Date BY: Nicholas J. Maiale Date
TITLE: Executive Director TITLE: Chairman


Approved:


________________________________
Comptroller Date