Investment Agent

(a)In order to secure expert advice and counsel, the Board may engage an investment agent to serve as investment counsel which shall be either an investment counsel or a bank trust department as hereinafter qualified; and one or more investment agents to serve as investment manager(s) to manage asset classes identified by the Board upon the recommendation of investment counsel. All costs incurred in this connection shall be a direct charge to Investment Income.

(b)No person, firm or corporation shall be eligible for employment as investment counsel which acts as principal for its own account or as broker for a client other than the Fund in connection with the sale of any security to or the purchase of any security from the Fund.

(c)No investment agent shall be engaged unless:

(1)the principal business of the person, firm or corporation selected by the Board consists of rendering investment supervisory services, that is, the giving of continuous advice as to the investment of Funds on the basis of the individual needs of each client; and

(2)the principal ownership or control of such person, firm or corporation rests with individuals who are actively engaged in such business; and

(3)such person, firm or corporation and its predecessors have been continuously engaged in such business for a period of ten

(10)or more years; and

(4)such person, firm or corporation is registered as an investment adviser under the laws of the United States of America, as from time to time in effect, such as the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940, as amended; and CH. 8 RETIREMENT OF PUBLIC EMPLOYEES

(5)the contract between the Board and the investment agent is of no specific duration and is voidable at any time by either party; and

(6)such person, firm or corporation certifies in writing, to the Board, that the assets under its direct investment supervision are in excess of One Billion Dollars ($1,000,000,000).

(d)The Board shall not engage a bank trust department unless it:

(1)certifies in writing, to the Board, that the assets under its direct investment supervision are in excess of One Billion Dollars ($1,000,000,000); and

(2)has been, together with its predecessors, continuously engaged in supervising investments for a period of ten

(10)or more years; and

(3)is organized under the laws of the United States, or a state or territory thereof; and

(4)has Tier 1 capital in excess of One Billion Dollars ($1,000,000,000); and

(5)is a member of the Federal Reserve System whose deposits are insured by the Federal Deposit Insurance Corporation or any successor thereto.

(e)The Board, or its designee under § 8143(a), shall establish and may from time to time change operating arrangements with the Investment Agent in order to facilitate efficient management and timely investment action.

(f)No investment shall be made unless in the opinion of the Investment Agent it is an appropriate investment for the Fund and is an authorized investment under §§ 8143 through § 8159, inclusive, or in the absence of such opinion, unless preceded by a resolution of the Board directing the investment.