Common use of Appointment of Investment Manager Clause in Contracts

Appointment of Investment Manager. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement, the Board hereby appoints the Investment Manager to invest and reinvest in cash, cash equivalents, fixed income, equity securities, and other instruments, of such portion of the Fund’s Assets as the Board shall determine from time to time, the proceeds from the sale of such Fund Assets, and the income due and appreciation attributable to such Fund Assets, less any Fund Assets the Board may withdraw, from time to time. Any such portion(s) of the Fund’s Assets shall, for purposes of this Agreement, be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the Board in any way, or otherwise be deemed an agent of either the Fund or the Board. The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below), the Investment Manager, in its full discretion and without obligation on its part to give prior notice to the Board: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, or other securities or instruments; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board in writing; provided, however, that all such actions shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, under the Pension Code, and under the Employee Retirement Income Security Act of 1974, (hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board has directed the custodian of the Fund’s assets (“Custodian”) to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the Fund. The Investment Manager shall at no time have custody of or physical control over the Sub-Account. The Investment Manager shall not be liable for any act or omission of the Custodian, unless it knew or should have known that the act or omission was a breach of the Custodian’s obligations to the Fund. Xxxx held in the Fund pending direction from the Investment Manager shall be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian or in the Fund’s designated short-term investment fund. The Investment Manager shall act in accordance with this Agreement; the applicable requirements of the Pension Code, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seq.

Appointment of Investment Manager. Pursuant X. Xxxxxxxx to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement109.1, the Board Fund hereby appoints the Investment Manager to exercise its sole discretion and authority to direct The Bank of New York Mellon (“BNY Mellon”), as Master Custodian pursuant to the Master Custody Agreement entered into effective January 1, 2015, between the Fund, the Treasurer of the City of Chicago, and BNY Mellon, and amended December 15, 2020 to remove The City Treasurer of the City of Chicago as a party to the contract subsequently entered into by the Fund and BNY Mellon to invest and reinvest in cash, cash equivalents, fixed incomestocks, equity bonds, or other securities, and other instruments, of such portion of the Fund’s Assets assets (hereinafter referred to as “Master Trust assets”) as the Board Fund shall determine decide from time to time, the proceeds from the sale of such Fund Assetsassets, and the income due and appreciation attributable to such Fund Assetsassets, less any assets the Fund Assets the Board may withdraw, withdraw from time to time. Any such portion(s) of the Fund’s Assets shall, for For purposes of this Agreement, any such portion of the Master Trust assets shall be referred to as the one or more “Sub-Accounts” (collectively the “Sub- Account”). The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless Unless otherwise expressly authorized or provided, the Investment Manager shall not have authority to act for or represent either the Fund or the Board in any way, way or otherwise be deemed an agent of either the Fund or the Board. Fund. B. The Investment Manager hereby accepts such its appointment and acknowledges that that, at all times, it is will act as a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), Code and this Agreement with respect to the Fund and the each Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees . C. Subject to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below), the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardMaster Custodian or the Fund: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, bonds or other securities or instrumentsinstruments permitted by the Investment Guidelines; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board Fund in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement andduties under Article 1 of the Illinois Pension Code, under the Pension Codethis Agreement, and under the Employee Retirement Income Security Act of 1974, interpretations thereof and regulations and exemptions thereunder (collectively, hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board Fund has directed the custodian of Master Custodian, and the Fund’s assets (“Custodian”) Master Xxxxxxxxx has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the each Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Master Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the each Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the FundMaster Custodian. The Investment Manager shall at no time have custody of or physical control over the each Sub-Account. The Investment Manager shall not be liable for any act or omission of the Custodian, Master Custodian unless it knew or should have known that the act or omission was a breach of the Master Custodian’s obligations to the Fund. . X. Xxxx held in the Fund each Sub-Account pending direction from the Investment Manager shall may be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian Master Custodian, without instruction or direction from the Investment Manager, in the Fund’s designated U.S. Treasury bills and other short-term investment fund. The Investment Manager shall act term, liquid investments in accordance with this Agreement; Agreement and the applicable requirements of the Pension CodeMaster Custodian’s Treasury Services Terms & Conditions dated January 9, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seq2015.

Appointment of Investment Manager. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement, the Board (a) Client hereby appoints the Investment Manager as his attorney-in-fact to invest and reinvest the Investment Account Assets (as defined in cashparagraph 3 hereof) as fully as Client itself could do in accordance with the investment guidelines set forth in Exhibit A attached hereto, cash equivalents, fixed income, equity securities, and other instruments, of such portion of the Fund’s Assets as the Board shall determine same may be amended in writing from time to time, the proceeds from the sale of such Fund Assets, and the income due and appreciation attributable to such Fund Assets, less any Fund Assets the Board may withdraw, from time to time. Any such portion(s) of the Fund’s Assets shall, for purposes of this Agreement, be referred to as by Client (the “Sub-AccountInvestment Guidelines”. The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the Board in any way, or otherwise be deemed an agent of either the Fund or the Board. ). (b) The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary agrees to supervise and direct the investment of the Investment Account Assets in accordance with the Illinois Pension CodeInvestment Guidelines In addition, 40 ILCS 5/1-101for the Investment Manager’s reference, et seq. Client’s Investment Policy, as the same may be amended from time to time (the “Pension CodeInvestment Policy”), with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act ) is set forth in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Exhibit B attached hereto. (c) Subject to this Agreement subparagraphs (a) and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below)b) above, the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the Board: Custodian or Client, (i) buy, sell, exchange, convert, tender lender and otherwise trade in any stocks, bonds, bonds or other securities or instruments; securities, and (ii) open brokerage and trading accounts and execute securities transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board other than any Affiliate (as defined in writing; provided, however, that all such actions shall be conducted in a manner consistent with paragraph (e) below) of the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, under the Pension Code, and under the Employee Retirement Income Security Act of 1974, . (hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board d) Client has directed the custodian of Custodian, and the Fund’s assets (“Custodian”) Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the Fund. The Investment Manager shall at no time have custody of or physical control over the Sub-Account. The Investment Account Assets and the Investment Manager shall not be liable for any act or omission of the Custodian, unless it knew or should have known that the act or omission was a breach . (e) For purposes of the Custodian’s obligations to the Fund. Xxxx held in the Fund pending direction from the Investment Manager shall be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian or in the Fund’s designated short-term investment fund. The Investment Manager shall act in accordance with this Agreement; , the applicable requirements of term “Affiliate” of, or “Affiliated” with, a specified person means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Pension Code, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seqperson specified.

Appointment of Investment Manager. A. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement109.1, the Board of Trustees hereby appoints the Investment Manager as an investment manager to, in the Investment Manager’s sole discretion, direct The Bank of New York Mellon, the Fund’s Custodian (“Custodian”), to invest and reinvest in cash, cash equivalents, fixed income, equity equity-type securities, and other instruments, of such portion of the Fund’s Assets assets subject to the Custody Agreement (hereinafter referred to as “Trust Assets”) as the Board of Trustees shall determine decide from time to time, the proceeds from the sale of such Fund Assetsassets, and the income due and appreciation attributable to such Fund Assetsassets, less any Fund Assets assets the Board of Trustees may withdraw, from time to time. Any such portion(s) portion of the Fund’s Trust Assets shall, for purposes of this Investment Management Agreement, be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, contractor and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the its Board of Trustees in any way, way or otherwise be deemed an agent of either of them. B. Notwithstanding the Fund or provisions of Section 1(A) above, the Board. Investment Manager shall act hereunder in accordance with the applicable requirements of: the Illinois Pension Code, including but not limited to 40 ILCS 5/1-110, 5/1-110.10, and 1-113; the Investment Managers’ written investment guidelines for the Sub-Account (hereinafter referred to as the “Investment Guidelines”), attached and incorporated by reference as Exhibit A and the Board of Trustees’ Broker Dealer Policy attached and incorporated by reference as Exhibit D. C. The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account Fund in accordance with the Illinois Pension Code and this Investment Management Agreement. . D. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below)Section, the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardCustodian or the Board of Trustees: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, bonds or other securities or instruments; and (ii) open brokerage and trading accounts and execute transactions through such accounts established by the Custodian at the direction of the Investment Manager with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board of Trustees in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, hereunder and under Article 1 of the Illinois Pension Code, Code and under the Employee Retirement Income Security Act of 19741974 and interpretations thereof and regulations and exemptions thereunder (collectively, (hereinafter “ERISA”), even though the Fund is itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets securities and other property in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Sub- Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, equivalents and securities and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudentdesirable or appropriate, provided that such directions are consistent with the terms of this Investment Management Agreement. The Board of Trustees has directed the custodian of Custodian, and the Fund’s assets (“Custodian”) Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension FundsFund, or in the name of the Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the FundCustodian. The Investment Manager shall at no time have custody of or physical control over the Sub-Sub- Account. The Investment Manager shall not be liable for any act or omission of the Custodian, unless it knew or should have known that the act or omission was a breach of the Custodian’s obligations to the Fund. Xxxx . E. Cash held in by the Fund pending direction from the Investment Manager shall may be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian Custodian, without instruction or direction from the Investment Manager, in the Fund’s designated U.S. Treasury bills and other short-term investment fund. The Investment Manager shall act in accordance with this Agreement; the applicable requirements of the Pension Codeterm, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seqliquid investments.

Appointment of Investment Manager. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement109.1, the Board of Trustees hereby appoints the Investment Manager to exercise its sole discretion and authority to direct The Bank of New York Mellon (“BNY Mellon”), as Master Custodian pursuant to the Master Custody Agreement entered into effective January 1, 2015, between the Board of Trustees, the Treasurer of the City of Chicago, and BNY Mellon, to invest and reinvest in cash, cash equivalents, fixed incomestocks, equity bonds, or other securities, and other instruments, of such portion of the Fund’s Assets assets (hereinafter referred to as “Master Trust assets”) as the Board of Trustees shall determine decide from time to time, the proceeds from the sale of such Fund Assetsassets, and the income due and appreciation attributable to such Fund Assetsassets, less any Fund Assets assets the Board of Trustees may withdraw, withdraw from time to time. Any such portion(s) of the Fund’s Assets shall, for For purposes of this Agreement, any such portion of the Master Trust assets shall be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the Board of Trustees in any way, way or otherwise be deemed an agent of either the Fund or the BoardBoard of Trustees. The Investment Manager hereby accepts such its appointment and acknowledges that that, at all times, it is will act as a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), Code and this Agreement with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below)Agreement, the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardMaster Custodian or the Board of Trustees: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, bonds or other securities or instrumentsinstruments permitted by the Investment Guidelines; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board of Trustees in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement andduties under Article 1 of the Illinois Pension Code, under the Pension Codethis Agreement, and under the Employee Retirement Income Security Act of 1974, interpretations thereof and regulations and exemptions thereunder (collectively, hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using such Board of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board Trustees has directed the custodian of Master Custodian, and the Fund’s assets (“Custodian”) Master Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Master Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the FundMaster Custodian. The Investment Manager shall at no time have custody of or physical control over the Sub-Account. The Investment Manager shall not be liable for any act or omission of the Custodian, Master Custodian unless it knew or should have known that the act or omission was a breach of the Master Custodian’s obligations to the Fund. Xxxx Cash held in the Fund Sub-Account pending direction from the Investment Manager shall may be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian Master Custodian, without instruction or direction from the Investment Manager, in the Fund’s designated U.S. Treasury bills and other short-term investment fund. The Investment Manager shall act term, liquid investments in accordance with this Agreement; Agreement and the applicable requirements of the Pension CodeMaster Custodian’s Treasury Services Terms & Conditions dated January 9, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seq2015.

Appointment of Investment Manager. 1.1. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122Chapter 40, and this AgreementAct 5, Article 1, of the Board Illinois Compiled Statutes, SURS hereby appoints the Investment Manager as an investment manager to, in its sole discretion, direct The Northern Trust Company, as master custodian (“Master Custodian”) under the State Universities Retirement System Master Trust (the “Master Trust”), with respect to invest the investment and reinvest in cash, cash equivalents, fixed income, equity securities, and other instrumentsreinvestment, of such portion of the Fund’s Assets Master Trust assets as the Board SURS shall determine decide from time to time, the proceeds from the sale of such Fund Assets, assets and the income due and appreciation attributable to such Fund Assetsassets, less any Fund Assets the Board assets SURS may withdraw, from time to time. Any such portion(s) of the Fund’s Assets assets, proceeds and income shall, for purposes of this Agreement, be referred to as the “Sub-AccountFund”. The SURS authorizes the Investment Manager to invest, subject to applicable fiduciary standards, such portion of the Fund as directed by SURS into one or more commingled investment funds (which are listed on the Investment Guidelines (as defined in Section 1.3 below)) selected by SURS. Each such commingled investment fund shall be maintained by the Investment Manager for participation solely by employee benefit trusts. To the extent that the Fund is invested in commingled investment funds maintained by the Investment Manager, the Fund shall be subject to all of the provisions of the instruments establishing such funds as they may be amended from time to time. Such instruments as they may be amended from time to time are hereby incorporated and made a part of this Agreement as if fully set forth herein to the extent, and as of the date, such instruments and amendments are duly given to SURS in accordance with Section 18 (Notices). Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, contractor and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund SURS or the its Board of Trustees in any way, way or otherwise be deemed an agent of either of them. 1.2. Notwithstanding the Fund provisions of Section 1.1 above, Investment Manager shall act hereunder in accordance with the applicable requirements of the Illinois Compiled Statutes, Chapter 40, Act 5, and any subsequent applicable amendments of Chapter 40, Act 5, of the Illinois Compiled Statutes (the “Illinois Pension Code”); SURS’ written investment policies; and SURS’ written investment guidelines for the Fund. Investment Manager acknowledges receipt of copies of all documents and statutes referenced herein. SURS shall promptly advise Investment Manager with respect to any amendment of such policy or the Boardguidelines. 1.3. The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), with respect to the Fund and the Sub-AccountFund, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account Fund in accordance with this AgreementAgreement (including the investment guidelines set forth in Exhibit A attached hereto, as the same may be amended from time to time in writing by SURS (the “Investment Guidelines”)). September 2009 1.4. Subject to this Agreement Sections 1.1 and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below)1.2 above, the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardMaster Custodian or SURS: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, bonds or other securities or instruments; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board SURS in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, hereunder and under Article 1 of the Illinois Pension Code, Code and those obligations under the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”), that would be applicable if SURS was subject to ERISA, even though the Fund SURS is itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board has directed the custodian of the Fund’s assets (“Custodian”) to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the Fund. The Investment Manager shall at no time have custody of or physical control over the Sub-Account. The Investment Manager shall not be liable for any act or omission of the Custodian, unless it knew or should have known that the act or omission was a breach of the Custodian’s obligations to the Fund. Xxxx held in the Fund pending direction from the Investment Manager shall be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian or in the Fund’s designated short-term investment fund. The Investment Manager shall act in accordance with this Agreement; the applicable requirements of the Pension Code, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seq.

Appointment of Investment Manager. A. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement109.1, the Board of Trustees hereby appoints the Investment Manager to exercise its sole discretion and authority to direct The Bank of New York Mellon (“BNY Mellon”), as Master Custodian pursuant to the Master Custody Agreement entered into effective January 1, 2015, between the Board of Trustees, the Treasurer of the City of Chicago, and BNY Mellon, to invest and reinvest in cash, cash equivalents, fixed incomestocks, equity bonds, or other securities, and other instruments, of such portion of the Fund’s Assets assets (hereinafter referred to as “Master Trust assets”) as the Board of Trustees shall determine decide from time to time, the proceeds from the sale of such Fund Assetsassets, and the income due and appreciation attributable to such Fund Assetsassets, less any Fund Assets assets the Board of Trustees may withdraw, withdraw from time to time. Any such portion(s) of the Fund’s Assets shall, for For purposes of this Agreement, any such portion of the Master Trust assets shall be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed an independent contractor, and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the Board of Trustees in any way, way or otherwise be deemed an agent of either the Fund or the Board. Board of Trustees. B. The Investment Manager hereby accepts such its appointment and acknowledges that that, at all times, it is will act as a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), Code and this Agreement with respect to the Fund and the Sub-Account, and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees . C. Subject to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account in accordance with this Agreement. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below), the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardMaster Custodian or the Board of Trustees: (i) buy, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, bonds or other securities or instrumentsinstruments permitted by the Investment Guidelines; and (ii) open brokerage and trading accounts and execute transactions through such accounts established with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board of Trustees in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement andduties under Article 1 of the Illinois Pension Code, under the Pension Codethis Agreement, and under the Employee Retirement Income Security Act of 1974, interpretations thereof and regulations and exemptions thereunder (collectively, hereinafter “ERISA”), even though the Fund itself is exempt from the requirements of ERISA. The Investment Manager may, using such Board of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirable, direct the Custodian to deposit for the Sub-Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudent, provided that such directions are consistent with the terms of this Agreement. The Board Trustees has directed the custodian of Master Custodian, and the Fund’s assets (“Custodian”) Master Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Sub- Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension Funds, or in the name of the Master Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the FundMaster Custodian. The Investment Manager shall at no time have custody of or physical control over the Sub-Sub- Account. The Investment Manager shall not be liable for any act or omission of the Custodian, Master Custodian unless it knew or should have known that the act or omission was a breach of the Master Custodian’s obligations to the Fund. Xxxx . D. Cash held in the Fund Sub-Account pending direction from the Investment Manager shall may be invested and reinvested in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by the Custodian Master Custodian, without instruction or direction from the Investment Manager, in the Fund’s designated U.S. Treasury bills and other short-term investment fund. The Investment Manager shall act term, liquid investments in accordance with this Agreement; Agreement and the applicable requirements of the Pension CodeMaster Custodian’s Treasury Services Terms & Conditions dated January 9, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seq2015.

Appointment of Investment Manager. A. Pursuant to 40 ILCS 5/1-109.1 and 5/22B-122, and this Agreement109.1, the Board of Trustees hereby appoints the Investment Manager as an investment manager to, in the Investment Manager’s sole discretion, direct the Fund’s Custodian (“Custodian”), to invest and reinvest in cashreinvest, cash equivalentssubject to Exhibit A (Investment Objectives and Guidelines), fixed income, equity securities, and other instruments, of such portion of the Fund’s Assets assets subject to the Custody Agreement (hereinafter referred to as “Trust Assets”) as the Board of Trustees shall determine decide from time to time, the proceeds from the sale of such Fund Assetsassets, and the income due and appreciation attributable to such Fund Assetsassets, less any Fund Assets assets the Board of Trustees may withdraw, from time to time. Any such portion(s) of the Fund’s Assets shall, for For purposes of this Agreement, any such portion of the Trust Assets shall be referred to as the “Sub-Account”. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor, contractor and, unless otherwise expressly authorized or provided, shall not have authority to act for or represent either the Fund or the its Board of Trustees in any way, way or otherwise be deemed an agent of either of them. B. Notwithstanding the Fund or provisions of Section 1(A) above, the Board. Investment Manager shall act hereunder in accordance with the applicable requirements of: the Illinois Pension Code, including but not limited to 40 ILCS 5/1-110, 5/1-110.10, and 1-113; the mutually agreed upon Investment Objectives and Guidelines for the Sub-Account (hereinafter referred to as the “Investment Guidelines”), which are attached and incorporated by reference as Exhibit A and the Board of Trustees’ Broker/Dealer Utilization Policy attached as Exhibit D. C. The Investment Manager hereby accepts such appointment and acknowledges that it is a fiduciary in accordance with the Illinois Pension Code, 40 ILCS 5/1-101, et seq. (“Pension Code”), with respect to the Fund and the Sub-Account, Account and that it assumes the duties, responsibilities, and obligations of such a fiduciary. The Investment Manager further agrees to act in strict adherence to the fiduciary duties imposed by the Pension Code and this Agreement, and to provide such investment management services with respect to the Sub-Account Fund in accordance with the Illinois Pension Code and this Agreement. . D. Subject to this Agreement and the Fund’s Investment Policy and Investment Guidelines (defined in Section 2, below)Section, the Investment ManagerManager may, in its full discretion and without obligation on its part to give prior notice to the BoardCustodian or the Board of Trustees: (i) buyinvest in accordance with the Investment Guidelines, sell, exchange, convert, tender and otherwise trade in any stocks, bonds, or other securities or instruments; and (ii) open brokerage and trading accounts and execute transactions through such accounts established by the Custodian at the direction of the Investment Manager with such brokers or dealers as the Investment Manager may in its sole discretion select, except to the extent otherwise directed by the Board of Trustees in writing; provided, however, that all such actions activities shall be conducted in a manner consistent with the Investment Manager’s fiduciary duties, and with other obligations pursuant to this Agreement and, hereunder and under Article 1 of the Illinois Pension Code, Code and under the Employee Retirement Income Security Act of 19741974 and interpretations thereof and regulations and exemptions thereunder (collectively, (hereinafter “ERISA”), even though the Fund is itself is exempt from the requirements of ERISA. The Investment Manager may, using such of the Fund’s assets in the Sub-Account as the Investment Manager deems necessary or desirableif authorized by Exhibit A, direct the Custodian to deposit for the Sub-Sub- Account original and maintenance brokerage and margin deposits and otherwise direct payments of cash, cash equivalents, securities, equivalents and securities and other property into such brokerage accounts and to such brokers as the Investment Manager deems prudentdesirable or appropriate, provided that such directions are consistent with the terms of this Investment Management Agreement. The Board of Trustees has directed the custodian of Custodian, and the Fund’s assets (“Custodian”) Custodian has agreed, to act in accordance with the instructions of the Investment Manager. Title to all assets in the Sub-Sub- Account shall at all times be registered in the name of the Fund on behalf of the Participating Pension FundsFund, or in the name of the Custodian or its nominee for the account of the Fund, and the indicia of ownership of all assets in the Sub-Account shall at all times be maintained in trust by the Custodian on behalf of the FundCustodian. The Investment Manager shall at no time have custody of or physical control over the Sub-Sub- Account. The Investment Manager shall not be liable for any act or omission of the Custodian, unless it knew or should have known that the act or omission was a breach of the Custodian’s obligations to the Fund. Xxxx . E. Cash held in by the Fund pending direction from the Investment Manager shall may be invested and reinvested by the Custodian, without instruction or direction from the Investment Manager, in accordance with the Fund’s Investment Policy or, if such Investment Policy does not apply, by custody agreement with the Custodian or in the Fund’s designated short-term investment fund. The Investment Manager shall act in accordance with this Agreement; the applicable requirements of the Pension Code, including but not limited to 40 ILCS 5/1-109, 40 ILCS 5/1-110, 40 ILCS 5/22B et seqCustodian.