SEC Division of Investment Management staff letter: Baton Rouge Building and Construction Industry Foundation

ALAN LOOP
FRANCIS .1 GALLAGHER
ROBERT GOSLINE
MALCOLM RAMEY
JOHN HACKETT JR
THOMAS WEBB
GREGORY ALEXANDER
CARL BRUGGEMAN
ROBERT CLAYTON JR
MARC GEATNER
GEORGE PICKNELL
DONALD MEWI4CRT JR
EDWIN EMEREON
JAMES TUSCHMAN
JAMES WHITE JR
BARTON WAGENMAN
ROLF SCHEIDEL
JOHN HAYWARD
WILUAM 11 GOSLINE
NORMAN HARTSEL
WILLIAM HEYW000 III
FRANCIS MCDANIEL JR
THOMAS PLETZ
JOHN BURSON
THOMAS WEBB JR
ROBERTM.ANSPACH
DAVID WICKLUNO
GARYR.DIESING
JOHN MKAY
Thomas Harman
Division of Investment Management
Securities and Exchange Commission
450 Fifth Street N.W
Washington D.C 20549
DAWID WATERMAN
VIVIAN FOLK
JOSEPH RIOOUT
GEORGE CHAPMAN
DENNIS WTTHERELL
KEVIN GRAHAM
JOHN BARRON
JACK FYNES
TIMOTHY MCCARTHY
RENEE BIRNBAUM
JOHN INGLIS
LYMAN SPITZER
ALETA BONINI
JUDITH ANN LANZINGER
MARK HIGH
MICHAEL SANDERSON
GARY SALES
MICHAEL MCGOWAN
MARY ELLEN PISANELLI
DWID SOUILLANTE
GREGORY LODGE
JANET CATLIN
PHILIP CHIJB8
THOMAS W000MAN
GREGORY SHIBLEY
OF COUNSEL
-C CHARLES SCHARFY
SWIFT CORWIN
JOHN STRAUB
Dear Mr Harman
Re NoAction Letter Request Relating to Baton Rouge Building and Construction Industry Foundation Our File No B6675/16770 Based on our conversations on behalf of the abovecaptioned foundation the Foundation we hereby submit additional factual representations and the most recent versions of certain of the organizational documents of the Foundation These representations and materials are for your use in responding to our request that the Staff of the Securities and Exchange Commission the Commission advise us that it will not recommend that the Commission take enforcement action concerning the actions of the Foundation or the Trusts to be created thereunder without registering the Foundation or the Trusts as investment companies under the Investment Company Act of 1940 and without registering the Foundation or the Trusts as investment advisors under the Investment Advisers Act of 1940 This letter will supplement our letter of June 22 1984 addressed to the Office of Chief Counsel Division of Corporation Finance Copies of this letter are being forwarded to the Divisions of Corporation Finance and Market Regulation for their use in responding to our requests of them concerning the Foundation On the question of the assets of the Trusts and the investments to be made by the Foundation we confirm that the Trusts will be holding assets consisting solely of participation interests in construction period mortgage loans The Foundation as trustee of the SHUMAKER LOOP KENDRICK NORTH COURTHOUSE SQUARE 1000 JACKSON TOLEDO OHIO 43624 419 241-4201 July 17 1984 Bc74-42

Thomas Harman Esq
July 17 1984
Page
Trusts will purchase only participation interests on behalf of the Trusts and will not hold or Invest any reserves for either Its benefit or for the benefit of the respective Trusts Enclosed herewith are the most recent versions of two of the Foundations Master Documents as identifIed in our letter of June 22 As described in our telephone conversations it has been determined that the Foundation should be organized as nonprofit corporation organized under the laws of the State of Louisiana This change in the structure of the Foundation has been undertaken for tax purposes but should not affect either the organization or the operation of the Construction Industry Investment Plan The pension plans who were to be members of the unincorporated Foundation will now be the members of the nonprofit corporation known as The Baton Rouge Building and Construction Industry Foundation The trustees of the member Plans who were to sit on the unincorporated Foundations Board of Directors will now serve on the corporations Board of Trustees Officers will be elected annually but will not exercise any operational authority and will not receive compensation of any kind This change In format has necessitated the revision of certain of the Master Documents The Foundation Agreement which was Exhibit to our letter of June 22 has been reconstituted to serve as the Bylaws of the corporation while the Construction Industry Investment Plan Exhibit to the June 22 letter has been extensively revised to reflect the creation of the corporate entity These two documents are enclosed as Amended Exhibits and respectively No substantive provisions of either document have been materially affected by the restructuring We trust that these representations and documents will enable you to complete your action on our request Please contact either George Chapman or the undersigned if you have any questions Very truly yours SHTJMAKER LOOP KENDRICK By Mark High MRH/sjs Enclosures cc Division of Corporation Finance w/encl Division of Investment Management w/encl Marc Gartner Esq w/o end George Chapman Esq wfo enc

AMENDED EXHIBIT
BY-LAWS
OF
BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
Shumaker Loop Kendrick
North Courthouse Square
1000 Jackson
Toledo Ohio 43624
800 6625056

TABLE OF CONTENTS
Page
ARTICLE DEFINITIONS
Section 1.01 Agreement
Section 1.02 Director
Section .03 ERISA
Section 1.04 Member
Section 1.05 Corporate Trustee
Section 1.06 Foundation
ARTICLE II OFFICES
Section 2.01 PrincipalOffice
Section 2.02 OtherOffices
ARTICLE III PURPOSES MEMBERS
Section 3.01 Purposes
Section3.02 FounderMembers...
Section 3.03 AdditionalMembers
Section3.04 TerininationofMembership
Section 3.05 Voting Power of Members
ARTICLE IV MEETINGS OF MEMBERS
Section Annua Meetings
Section .02 Annual Report
Section4.03 SpecialMeetings
Section 4.04 Notice
Section 4.05 Quorum
Section 4.06 Proxies
ARTICLE BOARD OF DIRECTORS
Section 5.01 Election and Qualifications of Directors
Section 5.02 Successor and Substitute Directors
Section5.03 CompensationofDirectors
Section 5.04 Meetings
Section 5.05 Quorum and Voting.
Section 5.06 Notice......
Section 5.07 Written Consents and Waivers of Notice
Section 5.08 Committees
Section 5.09 Transactions with Interested Persons
Section5.10 PowersofDirectors

TABLE OF CONTENTS cont
Page
ARTICLE VI OFFICERS
Section6.O1 Number TitleandElection.....................
Section 6.02 Vacancies....................................
Section 6.03 Powers andDuties ... ..
ARTICLE VII INDEMNIFICATION OF DIRECTORS OFFICERS
EMPLOYEES AND AGENTS
ARTICLE VIII FINANCING PROPOSAL REVIEW PROCEDURE
Section 8.01 Meetings
Section 8.02 Subscription to Financing Proposals....
Section8.03 ReliancebyThirdParties
ARTICLE IX TR.ANSACTION TRUSTS
ARTICLE EXPENSES REIMBURSEMENTS ADMINISTRATION
Section 10.01 Expenses
SectIon 10.02 Expense Reimbursement Payments from
Transactions
Section 10.03 RegulatoryCompliance
Section 10.04 Forms Rules and Procedures
ARTICLE XI GENERAL PROVISIONS
Section 11.01 Amendments.....
Section 02 Headings
Sectionll.03.QualifiedStatus 10 ii

ARTICLE
DEFINITIONS
As used in these Bylaws unless the context clearly indicates otherwise the following words and terms shall have the meanings here set forth
Section 1.01 Agreement The term Agreement means this
instrument governing the establishment and operations of the Baton Rouge Building and Construction Industry Foundation and shall include all exhibits amendments modifications supplements and addenda hereto
Section 1.02 Director The term Director means member
of the Board of Directors of the Foundation appointed pursuant to
Section 5.01 or Section 5.02 hereof
Section 1.03 ERISA The term ERISA means the Employee
Retirement Income Security Act of 1974 as amended and regulations of the Department of the Treasury and the Department of Labor promulgated thereunder
Section 1.04 Member The term Member means both the
Founder Members who are the original subscribers of the Foundation and such Additional Members as may hereafter and from time to time be admitted pursuant to the provisions of Section 3.03 hereof The term shall not include any Founder Member or Additional Member whose membership shall have terminated prior to the pertinent determination of Member status
Section 1.05 Corporate Trustee The term Corporate
Trustee means the corporate institution with Trust powers if any selected pursuant to the provisions of Article IX
Section 1.06 Foundation The term Foundation means the
Baton Rouge Building and Construction Industry Foundation as governed by this Agreement and as it may be subsequently amended
ARTICLE II
OFFICES
Section 2.01 Principal Office The principal office of the
Foundation shall be at such place in the City of Baton Rouge Louisiana as may be designated from time to time by the Board of Directors
Section 2.02 Other Offices The Foundation shall also have
offices at such other places without as well as within the State of Louisiana as the Board of Directors may from time to time determine

ARTICLE III
PURPOSES MEMBERS
Section 3.01 Purposes The purposes of the Foundation are
to provide procedure and system whereby representatives of Members may gather from time to time to evaluate Investment proposals presented to them so that such representatives may provide useful Information to the respective Members and means through which such Members can invest portions of their respective funds as they may from time to time independently determine in such ventures as real estate equity and financial transactions thereby diversifying their respective investment portfolios
Section 3.02 Founder Members The Founder Members of the
Foundation are those trusts which are signatories to this Agreement
Section 3.03 Additional Members An eligible trust may be
admitted as an Additional Member of the Foundation upon the vote of the Members of the Foundation and shall thereafter have all rights privileges and obligations of membership as provided herein and as this Agreement shall hereafter be amended from time to time trust shall be eligible if and so long as it is trust exempt from federal income taxation by virtue of Section 501 of the Code and exempt from applicable state income taxation on corresponding basis Upon admission each such Additional Member shall execute an adoption agreement in substantially the form last approved by vote for use by the Foundation
Section 3.04 Termination of Membership Any Member may
terminate its membership in the Foundation upon written notice to the Foundation Members status as such shall automatically terminate when it ceases to be an eligible trust as described in Section 3.03 hereof termination of membership by Member shall not affect any investment theretofore made by the Member prior to its termination
Section 3.05 Voting Power of Members On any matter
submitted to vote of the Members of the Foundation each Member shall have one vote
ARTICLE IV
MEETINGS OF MEMBERS
Section 4.01 Annual Meeting An annual meeting of the
Members of the Foundation shall be held during the month of April or at such other time as may be determined by the Directors at such place within or without Louisiana as the Directors may determine
Section 4.02 Annual Report At the annual meeting of the
Members there shall be presented to the Members financial statement of the Foundation as of date not more than four months prior to the date of the meeting as originally convened At such meeting there shall

also be presented to the Members for approval proposed capital expenditures budget and proposed operating budget for the current fiscal year as prepared by the Board of Directors
Section 4.03 Special Meetings Special meetings of Members
may be called at any time by majority of the Board of Directors or the President
Section 4.04 Notice Unless waived written printed or
typewritten notice of each annual or special meeting stating the day hour and place and in the case of special meeting the purpose or purposes thereof shall be given to or mailed to each Member not more than sixty 60 days nor less than five days before any such meeting The Secretary of the Foundation shall be responsible for providing such notice
Section 4.05 Quorum simple majority of the entire
existing number of Members shall constitute quorum for meeting of the Members and concurring vote of simple majority of the votes cast at meeting at which quorum is present shall be the act of the Members If at any meeting there should be less than quorum present those present may adjourn the meeting without further notice from time to time until quorum shall be present
Section 4.06 Proxies Members may vote or act by proxy in
respect to all matters which are to be voted upon by Members and voting on all matters may be conducted by mail
ARTICLE
BOARD OF DIRECTORS
Section 5.01 Election and Qualifications of Directors Each
Member shall be represented on the Foundation by two individuals Directors appointed by such Member One such Director shall be trustee of such Member who has been selected by labor organization and the other Director shall be trustee of such Member who has been selected as an employer trustee of such Member Directors shall be elected for term of one year and until their successors are elected and duly qualified or until their earlier resignation removal from office or death Each Additional Member shall provide the Foundation with written notification of initial Directors appointed by the Additional Member
Section 5.02 Successor and Substitute Directors Member
may by written notice to the Foundation remove any of its previously appointed Directors and appoint successor Director or Directors provided that it must comply with Section 5.01 hereof Director or Member may by written notice to the Foundation authorize substitute Director as to particular meeting specified in such notice Each such notice shall be presented to the meeting and filed with the minutes of the meeting Director may resign by written notice to the Foundation and to the Member which appointed such Director The resignation of

Director shall be effective immediately unless otherwise stated in the notice
Section 5.03 Compensation of Directors No Director shall
receive any compensation from the Foundation
Section 5.04 Meetings The annual meeting of the Directors
shall be held each year within 30 days following the Annual Meeting of the Members at the earliest convenience of the elected Directors Special meetings may be called at any time by the President or in the absence of the President by the Secretary or by any three Directors
Section 5.05 guorum and Voting simple majority of the
whole authorized number of Directors shall constitute quorum for meeting of the Directors and the concurring vote of simple majority of votes cast at meeting at which quorum is present shall be the act of the Board If at any meeting there should be less than quorum present those present may adjourn the meeting without further notice from time to time until quorum shall be present
Section 5.06 Notice Unless waived written printed or
typewritten notice of each annual or special meeting stating the day hour and place and the purpose or purposes thereof shall be given to or mailed to each Director not more than sixty 60 days nor less than five days before any such meeting The Secretary of the Foundation shall be responsible for providing such notice
Section 5.07 Written Consents and Waivers of Notice Any
action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without meeting if written consent to such action is signed by all members of the Board or of such committee as the case may be and such written consent is filed with the minutes of proceedings of the Board or committee
Section 5.08 Committees The Board of Directors may create
an Executive Committee and such other Coittee or Committees as the Directors may determine the members of which Committee or Committees shall consist of not less then three Directors The Directors may delegate to any such Committee any of the authority of the Directors simple majority of the members of any such Committee shall constitute quorum and the act of simple majority of the votes cast at meeting at which quorum is present shall be the act of the Committee The President shall be voting member of the Executive Committee
Section 5.09 Transactions with Interested Persons No
contract or other transaction is void or voidable because it is between the Foundation and one or more of the Members Directors or officers of the Foundation or between the Foundation and any other person in which one or more of the Foundations Members Directors or officers are directors trustees or officers or have financial or personal interest nor because one or more interested Members Directors or officers participate in or vote at the meeting of the Directors or of Committee of the Directors that authorizes the contract or transaction

if any of the circumstances enumerated in Louisiana Revised Statutes 12228 apply Common or interested Members Directors or officers may be counted in determining the presence of quorum at meeting of the Members Directors or of Committee of the Directors that authorizes the contract or transactions
Section 5.10 Powers of Directors Subject to the powers
reserved by the Members the business and affairs of the Foundation shall be managed and controlled by the Board of Directors Subject to the provisions of the Louisiana Nonprofit Corporation Law the Articles of Incorporation and the Bylaws of the Foundation the Board of Directors shall do and perform every act and thing whatsoever which it shall deem necessary expedient or advisable to carry out the purposes of the Foundation Without limiting the generality of the duties of the Board of Directors as set -forth in the preceding paragraph the Board of Directors shall maintain corporate surveillance over all of the Foundations activities The Board of Directors shall determine the Foundations programs and policies and assure that such policies and programs are designed to serve the philosophies objectives and purposes of the Foundation approve organization and major authority delegation patterns delegate to the President the authority to conduct the business of the Foundation and carry out the policies and programs approved by the Board of Directors appoint competent staff and define its authority and responsibilities make provision for establishment of various auxiliaries to aid in accomplishing the objectives of the Foundation provide for financial stability and analyze and evaluate the total operation including all activities and services
ARTICLE VI
OFFICERS
Section 6.01 Number Title and Election The officers of
the Foundation shall be President Vice President Secretary and Treasurer and such other officers and assistant officers as the Board of Directors may from time to time determine Any two offices may be held by the same person All officers shall be elected annually by vote of the Board of Directors The officers of the Foundation shall be chosen from among the Board membership and shall be equally divided to the extent reasonably possible between Directors who are union representatives and Directors who are management representatives Any officer may resign at any time by giving written notice to the Board of Directors or to the President or the Secretary of the Foundation Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective

Section 6.02 Vacancies In the event of vacancy in any
office the vacancy shall be filled by majority vote of the Board of Directors then in office for the remainder of the vacancy term
Section 6.03 Powers and Duties Subject to the limited
operational responsibilities of the Foundation and to such limitations as may be prescribed from time to time by the Members with respect to the President or by the Board of Directors with respect to all other officers of the Foundation the President shall have the authority and responsibility to operate the Foundation in all its activities and departments and all officers shall each have such powers and perform such duties as generally pertain to their respective offices and such further powers and duties as may be conferred from time time by the Board of Directors or in the case of all officers other than the President by the President The President may be removed at any time by majority vote of the Members and any other officer may be removed at any time by majority vote of the Board of Directors or by vote of the Members
ARTICLE VII
INDEMNIFICATION OF DIRECTORS OFFICERS EMPLOYEES AND AGENTS Each person who at any time is or shall have been Member Director officer employee or agent of the Foundation or is or shall have been serving at the request of the Foundation as member/stock holder/principal trustee/director trustee officer employee or agent of another corporation partnership joint venture trust or other enterprise and his heirs executors and administrators shall be indemnified by the Foundation in accordance with and to the full extent permitted by the Nonprofit Corporation Law Louisiana Revised Statutes
Section 12227 as in effect at the time of the adoption of this Article
or as amended from time to time thereafter The foregoing right of indemnification shall not be deemed exclusive of other rights to which any Member Director officer employee agent or other person may be entitled in any capacity as matter of law or under any regulations agreement vote of Members or Directors or otherwise If authorized by the Directors the Foundation may purchase and maintain insurance against liability on behalf of any such person to the full extent permitted by law in effect at the time of the adoption of these Bylaws or as changed from time to time
ARTICLE VIII
FINANCING PROPOSAL REVIEW PROCEDURE
Section 8.01 Meetings The Directors shall meet on such
dates and at such meeting places as the Directors shall from time to time establish by vote for consideration of all financial proposals then received with at least one meeting per quarter The Directors may by vote determine schedule for periodic regular meetings and procedure for the calling of special meetings

Prior to each such meeting the Secretary shall use his best efforts to arrange an agenda for such meeting which among other things shall list all financing proposals which will be presented at such meeting and which agenda he shall endeavor to deliver to Directors seven days prior to the meeting Directors representing simple majority of all Members shall constitute quorum at meeting Any Director may participate in meeting by conference telephone provided all Directors can hear each other and be heard by all and any vote or action taken by such Director shall be confirmed in writing and delivered to the Foundation within three business days of the voting or other action In addition Member may provide proxy for Director to be voted by the other Director appointed by it
Section 8.02 Subscription to Financing Proposals As part
of each meeting of the Foundation financial proposals for construction mortgage loans or other investment opportunities may be presented by representatives of local lending institutions for review by the Members The Directors shall solicit receive consider and transmit to their respective Members all binding enforceable commitments made by all cooperating banks and savings and loan associations whether or not they are for loans to local or nonlocal developers for local or nonlocal construction projects or for unionbuilt or nonunionbuilt construction projects Upon receipt of this information from the institutions the Directors of each Member shall notify the full Board of Trustees or other designated representatives of each Member of the Foundation of all information received by them The trustees of the Members shall then determine if they desire to participate in the specific construction mortgage loan and if so the amount of their participation The Directors of the Foundation shall accumulate the responses from all of the Members and shall advise the lending institution of its desire to participate or not and if so the amount of the participa tion The amount of the participation shall be the amount of the aggregate participations by the individual Members Each said loan shall be deemed and construed to constitute separate and distinct legal transaction and shall be documented as separate trust and the Foundation shall maintain its books and records of account accordingly
Section 8.03 Reliance by Third Parties No borrower
broker mortgage banker correspondent investment advisor agent or any other third party shall be entitled to rely upon any action of any Member or Director of the Foundation The Foundation itself shall have no authority to issue financing commitment Commitments as to particular transactions shall be issued if at all by an appropriate Transaction Trust pursuant to the provisions of Article IX hereof

ARTICLE IX
TRANSACTION TRUSTS
When financing proposal has been subscribed in whole or in
part as promptly as practicable thereafter those Members who have
subscribed to such financing proposal the Beneficiaries shall form and fund Transaction Trust in accordance with the provisions of this
Article IX
Transaction Trust shall be formed by the execution of Transaction Trust Agreement in counterparts or otherwise by the Beneficiaries and the Foundation as Trustee of Transaction Trust with such modifications as such Beneficiaries and the Foundation shall unanimously find acceptable which shall be conclusively evidenced by their respective signatures thereon In order to assure that no Member who undertakes to partici pate in financing transaction with other Members may be embarrassed by the financial Inability of Member to fund its portion of the financing at the specified time each Beneficiary shall concurrently with its execution of its Transaction Trust Agreement fund in cash its share of the participation in the subject financing proposal and Transaction Trust Such Transaction Trust shall thereafter promptly execute and deliver such commitment and other documents as shall be approved by counsel The Trustee shall then enter into Participation Agreement with the bank savings and loan association or other financial organization which shall act as the Lead Lender to service the Transaction The Trustee may but shall not be required to engage Corporate Trustee for the aggregation and representation of the collective interests of the Beneficiaries where it is legally necessary or in the best interests of the Beneficiaries to do so All participations purchased by the Members and taken by the Foundation as Trustee shall be coparticipations with the originating bank or savings and loan association and not the purchase of an interest In any existing investment from the bank or savings and loan The aggregated interest of all Members in single participa tion shall not exceed fifty per cent 507 of the total loan commitment In all participations the Members shall receive from the lead lender as part of their participation interest at or above the prevailing market rate of interest for comparable commercial financing transactions and their pro rata share of the financing points to the extent the points represent return on

the loan and not compensation and/or reimbursement to the originating bank or savings and loan association for the actual expenses incurred and/or services rendered in servicing the construction mortgage loan
ARTICLE
EXPENSES REIMBURSEMENTS ADMINISTRATION
Section 10.01 Expenses The Foundation may incur and as
funds are available pay such expenses as may be approved by the Directors including the reasonable expenses heretofore incurred in connection with its organization
Section 10.02 çpense Reimbursement Payments From Trans
actions The representatives of the lending institutions from whom loans are bought or with whom loans are made shall be requested to obtain from each prospective borrower commitment to pay the Foundation as Trustee of the particular transaction at the time such transaction documents are established an amount sufficient to reimburse both the organizational and legal expenses of such transaction and an allocated portion of the organizational and operating expenses of the Foundation As to each transaction such allocated portion of the organizational and operating expenses of the Foundation shall be determined by the Directors
Section 10.03 Regulatory Compliance The Foundation shall
apply for such federal and state taxexempt status tax rulings federal and state securities noaction letters and ERISA exemptions as determined by vote of the Directors or by duly delegated officers of the Foundation on recommendation of counsel
Section 10.04 Forms Rules and Procedures The Foundation
may adopt such forms rules and procedures including without limitation financing procedures as the Directors may determine from time to time
ARTICLE XI
GENERAL PROVISIONS
Section 11.01 Amendments This Agreement may be amended only
by writing signed by the then Members holding at least majority of the total voting power of the Foundation Such amendments shall be made only after due consideration of applicable tax securities ERISA and other laws and regulations
Section 11.02 Headings The headings of the Articles and
Sections of this Agreement are for convenience only and shall not be deemed to affect the interpretation or validity of any part of this Agreement

Section 11.03 ualif led Status It is the intended purpose
of the parties to this Agreement that the Foundation shall be and at all times remain exempt from federal and state income taxes The Foundation shall avoid the receipt of income or payments which are inconsistent with the taxexempt status of the Foundation and its Members No part of any net earnings of the Foundation shall inure to the benefit of any private person If any court or administrative ruling holds that any provision of this Agreement or any of the procedures practices rules or documents of the Foundation are inconsistent with applicable qualification requirements under presently existing laws and/or regulations or any laws or regulations hereinafter enacted or adopted any such provision procedure practice rule or document shall be nullified and the Members shall thereafter promptly attempt to make such changes as may be necessary to retain such status while fully accomplishing the purposes of this Agreement

AMENDED EXHIBIT
BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
CONSTRUCTION INDUSTRY INVESTMENT PLAN Shuinaker Loop Kendrick North Courthouse Square 1000 Jackson Toledo Ohio 43624 800 6625056

INDEX
Page
ARTICLE DEFINITIONS
Section Union
Section Association
Section Employee Benefit Plan
Section Employee Benefit Plan Contributions
Section Plan
Section Director
Section ERISA
Section Foundation
Section Member
Section 10 Founder Members
Section 11 Additional Member
Section 12 Foundation ByLaws
ARTICLE II PLAN OPERATION
Section Roster of Lenders
Section Receipt of Commitments
Section Transmittal of Data
Section Rules and Regulations
Section Employee Benefit Plan Account
Section Records of Investments
Section Investments
Section Principal Payments
Section Interest Payments
Section 10 Participation Requirements
Section 11 Mortgage Loan Commitments
Section 12 CoParticipations
Section 13 Limited Investment
Section 14 Department of Labor Regulations
Section 15 Recordkeeping
Section 16 Take Out Loan Commitments
ARTICLE III SPENDTHRIFT PROVISIONS
ARTICLE IV EFFECTIVE DATE AND TERNINATION 10
Section Effective Date 10
Section Termination and Distribution 10
Section Alternate Distribution 10
Section Amendments 10

Page
ARTICLE CONSTRUCTION 11
Section Governing Law 11
Section Validity of Documents 11
Section Effect of Illegality 11
Section Judicial Construction 11
Section Extent of Director Liability 12
Section Titles 12
Section Execution 12
Section Severability 12
ii

BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
CONSTRUCTION INDUSTRY INVESTMENT PLAN THIS AGREEMENT made and entered into at Baton Rouge Louisiana by and among the Directors appointed by the Employee Benefit Plans who are the Founder Members of the Baton Rouge Building and Construction Industry Foundation as those terms are hereinafter defined WHEREAS certain of said Employee Benefit Plans the Founder Members have established nonprofit corporation under the laws of the State of Louisiana known as the Baton Rouge Building and Construction Industry Foundation to enable the Boards of Trustees of said Employee Benefit Plans which become members of the Foundation to make legal and prudent investments on combined and consolidated basis but compliant in all respects with all requirements of LMRA ERISA and the Code and WHEREAS the Founder Members have appointed their respective members of the Board of Directors of the Foundation and WHEREAS the Board of Directors by the terms of the Articles of Incorporation and ByLaws of the Foundation is empowered to establish Plan for the Foundation and WHEREAS the Board of Directors desires te implement and effectuate the provisions of the Foundation by setting forth the terms and provisions of the Plan for the Foundation NOW THEREFORE in consideration of these premises the mutual covenants herein contained and for other good and valuable considera tion the receipt and sufficiency of which are hereby mutually acknowledged it is agreed by and among the Board of Directors as follows

ARTICLE
DEFINITIONS
SECTION UNION
The term Union as used herein shall mean any labor organi zation which is the duly designated collective bargaining representative of workmen engaged in the building and construction industry in the greater Baton Rouge Louisiana area and cosponsor of any Employee Benefit Plan which becomes member of the Foundation
SECTION ASSOCIATION
The term Association as used herein shall mean any associa tion of employers which is the representative of Employers engaged in the building and construction industry in the greater Baton Rouge Louisiana area who employ workmen represented by Union and cosponsor of any Employee Benefit Plan which becomes member of the Foundation
SECTION EMPLOYEE BENEFIT PLAN
The term Employee Benefit Plan as used herein shall mean any employee benefit plan as defined in Section 33 of ERISA which is sponsored by one or more Unions and one or more Associations becomes member of the Foundation and is exempt from taxation by virtue of
Section 501a of the Code
SECTION EMPLOYEE BENEFIT PLAN CONTRIBUTIONS
The term Employee Benefit Plan Contributions as used herein shall mean payments made to the Foundation by participating Employee

Benefit Plans in accordance with this Plan and/or the Foundation ByLaws
SECTION PLAN
The term Plan as used herein shall mean the program methods and procedures for the investment of monies from the Employee Benefit Plans by the Directors as set forth herein
SECTION DIRECTOR
The term Director as used herein shall mean member of the Board of Directors of the Foundation appointed pursuant to Article
Section 5.01 or Section 5.02 of the Foundation ByLaws
SECTION ERISA
The term ERISA as used herein shall mean the Employee Retirement Income Security Act of 1974 as amended and regulations of the Department of the Treasury and the Department of Labor promulgated thereunder
SECTION FOUNDATION
The term Foundation as used herein shall mean the Baton Rouge Building and Construction Industry Foundation nonprofit corporation organized under the laws of the State of Louisiana as originally adopted and as it may be subsequently amended
SECTION MEMBER
The term Member as used herein shall mean both the Founder Members who are the original members of the Foundation and such Additional Members as may hereafter and from time to time be admitted pursuant to the provisions of Article III Section 3.03 of the Foundation ByLaws The term shall not include any Founder Member or Additional Member whose membership shall have terminated prior to the pertinent determination of Member status
SECTION 10 FOUNDER MEMBERS
The term Founder Members as used herein shall mean those Employee Benefit Plans which are the initial organizational members of the Foundation

SECTION 11 ADDITIONAL MEMBER
The term Additional Member as used herein shall mean an Employee Benefit Plan which is not Founder Member and which is admitted to participation in the Foundation pursuant to Article III
Section 3.03 of the Foundation ByLaws
SECTION 12 FOUNDATION BY-LAWS
The term Foundation ByLaws means the ByLaws adopted by the Board of Directors of the Foundation

ARTICLE II
PLAN OPERATION
SECTION ROSTER OF LENDERS
The Directors shall establish contact with and shall maintain roster of all banks savings and loan associations and mortgage brokers involved in generating bidding approving and funding of construction loans to general contractors in the geographic juris dictions set forth in the collective bargaining agreement between the Union and the Association
SECTION RECEIPT OF COMMITMENTS
The Directors shall solicit receive consider and transmit all binding enforceable commitments made by all cooperating banks savings and loan associations and mortgage brokers whether or not they are for loans to local or nonlocal developers for local or nonlocal construction projects or for unionbuilt or nonunionbuilt construction projects which shall comply with the terms conditions and provisions of Prohibited Transaction Exemption 761 and which comply with the guidelines adopted by the Directors and which are attached hereto and incorporated herein
SECTION TRANSMITTAL OF DATA
All data obtained by the Directors from banks savings and loan associations and mortgage brokers as hereinbefore described shall be promptly transmitted to the Boards of Trustees of the Employee Benefit Plans participating herein at such time and in such manner as shall be determined by the Directors with the approval of the parti cipating Employee Benefit Plans
SECTION RULES AND REGULATIONS
The Directors shall promulgate rules and regulations applicable to those Employee Benefit Plans which desire to participate in any of the proffered construction mortgage loan participations setting forth the manner in which the Employee Benefit Plans desiring to participate therein shall notify the Directors of such fact of the amount of such participation and such other information as the

Directors deem appropriate In no event shall the Directors make any investment decision for or on behalf of any participating Employee Benefit Plan
SECTION EMPLOYEE BENEFIT PLAN ACCOUNT
If an Employee Benefit Plan decides to participate in any one or more of the offered construction mortgage participations the Board of Trustees of the Employee Benefit Plan shall forward to the Directors the dollar amount of its participation therein The contributions from the Employee Benefit Plans participating in each transaction shall be promptly transmitted to the lead lender
SECTION RECORDS OF INVESTMENTS
The Foundation shall keep records as to each investment here under including the names of all participating Employee Benefit Plans the nature and extent of the participation copies of all loan documents records of periodic payments of principal and interest on the investment and such other information as the Directors with the advice of their professional advisors shall determine Copies of this infor mation shall be made available on regular basis to all Employee Benefit Plans participating in each said investment
SECTION INVESTMENTS
All investments shall be acquired in the name of the Foundation Payments to fund the investments shall be made by the respective Members participating in each investment Repayments of principal and interest shall be made to and in the name of the respective Members participating in each investment
SECTION PRINCIPAL PAYMENTS
The Foundation shall on regular basis remit to all parti cipating Employee Benefit Plans their pro rata shares of principal repayment and income earned on their respective participations in each investment
SECTION INTEREST PAYMENTS
The Foundation shall receive and record all payments of interest on interim holding account investments The income from such investments shall be used first to pay all expenses attendant to the operation of the Foundation and shall thereafter be distributed pro rata to participating Employee Benefit Plans To the extent expenses attributable to the operation of the Foundation remain after the application of the preceding sentence remittances of the pro rata

shares shall be made to the participating Employee Benefit Plans net of expenses on pro rata basis
SECTION 10 PARTICIPATION REQUIREMENTS
In all participations the Members shall receive from the originating bank or savings and loan association as part of their participation interest at or above the prevailing market rate of interest for comparable commercial financing transactions and their pro rata share of the financing points to the extent the points represent return on the loan and not compensation and/or reimbursement to the originating bank savings and loan asso ciation or mortgage broker for the actual expenses incurred and/or services rendered in servicing the construction mortgage loan
SECTION 11 MORTGAGE LOAN COITMENTS
The Foundation shall not forward for consideration by the Members any construction mortgage loan commitments for purchase of participation through the Foundation unless the bank savings and loan association or mortgage broker originating the commitment has valid legal binding and enforceable commitment to the loan applicant and the borrower for the construction mortgage loan without regard to participation by any Employee Benefit Plan participating in the Foundation
SECTION 12 COPARTICIPATIONS
All participations purchased by an Employee Benefit Plan shall be coparticipations with the originating bank or savings and loan association in the commitments and not the purchase of an interest in any existing investment from the bank or savings and loan association
SECTION 13 LIMITED INVESTMENT
In no event shall any Employee Benefit Plan invest more than ten per cent 10% of the assets of said Employee Benefit Plan at cost in any single participation investment nor

more than thirtythree and onethird per cent 33 1/3% of the assets of said Employee Benefit Plan at cost in all of the participation investments obtained through the Foundation The Foundation shall not participate in any participating construction mortgage loan in which the originating bank or savings and loan association has less than fifty per cent 50% interest in the loan
SECTION 14 DEPARTMENT OF LABOR REGULATIONS
The Directors do hereby adopt and expressly make part of this Plan Department of Labor Regulation Section 2550.408b2e and the examples of Regulation Section 2550.408b2f Without limiting the generality of the foregoing any Director who has an interest in the employer entity which is involved in construction project to be financed by commitment the participation in which is being trusteed by the Foundation shall abstain from voting on the participation determination absent himself from the Directors meeting room when the issue of the purchase of participa tion in said commitment is under discussion and consideration and represent on the record that he has not discussed the participation with any other Director nor has he attempted to exert any influence upon any Director with regard to the issue
SECTION 15 RECORDKEEPING
The Foundation shall maintain or cause to be maintained for period of six years from the date of each loan participation such records as are necessary to enable the Department of Labor the Internal Revenue Service the Plans participants and beneficiaries or any employee organization whose members are covered by the Plan to determine whether all conditions of the Department of Labors prohibited transaction exemption have been met
SECTION 16 TAXE OUT LOAN COMMITMENTS
Before the Loan is made the Foundation shall receive from the lending institution written commitment for permanent financing from person other than participating Plan or the Foundation to enable full repayment of the participating loan upon completion of construction

ARTICLE III
SPENDTHRIFT PROVISIONS
No part of any benefits to be given hereunder or payments of any benefits shall be assigned alienated or in any manner encumbered If by reason of any such act by operation of law by the happening of any event or for any other reason except by an act authorized by the Directors any such benefit payment or account shall cease to be enjoyed by any employee or beneficiary of any Employee Benefit Plan participating herein either directly or indirectly or if by reason of an attempt of such employee or beneficiary to alienate charge or encumber the same or by reason of the bankruptcy or insolvency of such employee or his beneficiary or because of any attachment garnishment execution or other proceedings or any order finding or judgment of any court of law or equity the same except for this provision would vest in and be enjoyed by some other person firm corporation or otherwise than as provided for herein then all of the rights and benefits provided for herein for any such employee or beneficiary shall cease and desist and thereafter any such benefit or payment on account of any such benefit which would have been enjoyed by such employee or beneficiary except for this provision shall be held and disposed of by the Directors may cause to be paid or expended for the support care and maintenance of said employee or beneficiary out of the monies due said employee or beneficiary such sums as in their discretion shall be deemed just and proper which do not exceed the amount withheld for the benefit of said employee or beneficiary

ARTICLE IV
EFFECTIVE DATE AND TERMINATION
SECTION EFFECTIVE DATE
The Plan created hereby shall become effective on the 1st day of July 1984
SECTION TERMINATION AND DISTRIBUTION
The Plan may be terminated at any time by agreement of majority of the Members then serving In the event of such termination no further investments shall be made by the Foundation in construction loans all future remittances to the Members shall be placed in an incomeproducing account in the name of the Members and expenses applicable to the operation of the Plan and the Foundation shall be paid as herein provided At such time as the Directors determine the Foundation shall distribute on pro rata basis the proceeds of such loans plus any additional income from the interestbearing account less any applicable expenses to the Employee Benefit Plans participating at the time of termination Notwithstanding the termination of the Plan winding up period shall follow such termination to enable the Directors to conclude the operations of the Plan including the collection of principal and interest payments and the payment of expenses
SECTION ALTERNATE DISTRIBUTION
In lieu of the distribution set forth In Section hereof upon the agreement of majority of the Directors then serving the Directors may after all obligations of the Foundation have been set aside or actuarially secured turn over any surplus monies and property in the Foundation to any future foundation that may be created through the collective bargaining process
SECTION AMENDMENTS
This Plan may be amended at any time and from time to time by majority vote of the Directors

ARTICLE
CONSTRUCTION
SECTION GOVERNING LAW
This Plan is created and accepted in the State of Louisiana and all questions pertaining to the validity or construction hereof and of the acts and transactions of the parties hereto shall be determined in accordance with the laws of the State of Louisiana except as to matters governed by federal law
SECTION VALIDITY OF DOCUMENTS
Anything herein contained to the contrary notwithstanding the Directors shall not have any responsibility for the validity of this Plan or for the form genuineness validity or sufficiency or effect of any insurance contract at any time included in the Foundation or for the act of any person or persons which may render any such contract null and void or for the failure of any insurance company to pay the proceeds and avails and benefits of any such contract as and when the same shall become due and payable or for any delay occasioned by reason of any restriction or provision contained in any such contract or if for any reason whatsoever any contract shall lapse or otherwise become uncollectible
SECTION EFFECT OF ILLEGALITY
Should any provision of this Plan be held to be unlawful as to any person or instance such provision or fact shall not adversely affect the other provisions herein contained or application of said provisions to any other person or instance unless such legality shall make impossible the function of the Foundation or the Plan No Director shall be held liable for any act done or performed in pursuance of any provisions herein contained regardless of the fact that such provisions may be held unlawful prior to the time when such provisions shall in fact be held to be unlawful by court of competent jurisdiction
SECTION JUDICIAL CONSTRUCTION
The Directors may take any legal action or proceeding they deem necessary to settle their accounts or to obtain judicial deter mination or declaratory judgment as to any question of construction of the Plan or for instruction as to any action thereunder Any such determination shall be binding upon all parties to or claiming under the Foundation ByLaws and/or the Plan

SECTION EXTENT OF DIRECTOR LIABILITY
To the fullest extent permitted by law the costs and expenses of any action suit or proceeding brought by or against the Directors or any of them including counsel fees court costs and also including the payment of any judgment and/or cost of settlement of any suit or proceeding which the Directors may approve upon advice of their counsel that such judgment or settlement was in payment of an obligation owed or reasonably deemed to be owed by the Foundation shall be paid from the Foundation except in relation to matters as to which it shall be adjudged In such action suit or proceeding that such Director was acting in bad faith or was negligent in the performance of his duties hereunder
SECTION TITLES
Titles of articles and sections are for general information only and this Plan is not to be construed by reference thereto
SECTION EXECUTION
This Plan may be executed in any number of counterparts each of which shall have the force of an original and said counterparts shall constitute but one and the same instrument
SECTION SEVERABILITY
In the event that any article of this instrument or any part thereof is determined to be illegal or invalid such illegality or invalidity shall not affect the remaining provisions of this instrument as presently written or subsequently amended unless such illegality or invalidity prevents the Directors from accomplishing the purpose of this Plan In such event the parties hereto individually and collectively agree to coence negotiations aimed at correcting any such defect

IN WITNESS WHEREOF the Employer Directors and the Union Directors have executed this Plan on this __________ day of ____________________ 1984 to be effective as of the date set forth in
Article IV Section
EMPLOYER DIRECTORS UNION DIRECTORS
MG dj
7/9/84
BATON

GUIDELINES FOR CONSTRUCTION INDUSTRY INVESTMENTS BY THE BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION The following guidelines are hereby adopted by the Directors of the Baton Rouge Building and Construction Industry Foundation and are incorporated into and made part of the Baton Rouge Building and Construction Industry Foundation Construction Industry Investment Plan The lending institutions will initiate process and approve all applications for loans The leaders of the Baton Rouge Building and Construction Trades Industry will encourage owners developers and builders to apply to those lending Institutions participating with the Foundation in its construction industry invest ment program However the generation and approval of all loans rest solely and exclusively with the lending institutions The first contact by the lending institution with the Foundation will only be after the lending institution has made valid binding and enforceable construction mortgage loan commitment On periodic basis chronology to be worked out with each lending institution to its satisfaction the lending institution will advise the administrator of the Foundation of all construction mortgage loan applications it has approved since the last communication and shall transmit to the Foundations administrator the loan package showing the borrower amount of the loan rate and terms of the loan and security contractor and subcontractors description of project etc The administrator of the Foundation will Immediately copy and forward all information received to all Plans Within an acceptable time frame the Trustees of each Plan shall consider each loan commitment and make two determina tions shall the Plan participate in each loan and if so to what financial extent Each Plan shall then advise the administrator of the Foundation of its decisions on each loan commitment The administrator of the Foundation shall accumulate the responses from each Plan on each loan commitment and shall notify the lending institution

if there will be participation in each loan and if so in what aggregate amount The Foundation shall act as trustee under Transaction Trust Agreement for each participation The lending institution viii deal only with the Foundation as trustee not with the individual Plans or Trustees The Foundation as trustee will execute Participation Agreement with the lending institution with the Foundation as the participant and the lending institution as lead lender 10 Within ten 10 days of the execution of the Transaction Trust and the Participation Agreement each participating Plan will fund one hundred per cent 100Z of its participation to the lending institution The lending institution shall keep all of the partici pants funding invested for the participants account until drawn down 11 The lending institution as lead lender will fully service the loan without involvement by the Foundation or the participating Plan 12 The transactions shall be documented and handled as participating construction mortgage loans in accordance with the rules practices and procedures of the lending institution 13 The Trustees of each Plan shall receive and consider all loan commitments from all cooperating lending institutions for which legally binding and enforceable commitment has been made whether the commitments are for local developers or nonlocal developers local construction projects or nonlocal construction projects and unionbuilt construction projects or nonunionbuilt construction proj ects Provided however that the cooperating lending institutions shall not be required to submit to the Foundation all commitments for construction mortgage loans unless its customerborrower shall have consented to the invitation for participation by the Foundation which partici pation by the Foundation shall be affirmatively recommended by the lending institution

the conmiittnent shall be in the amount of Two Hundred Thousand Dollars $200000.00 or more and Cc the loan is generated by branch or affiliate of the lending institution and/or is for construction to be performed in the geographic jurisdiction of the Foundation 14 All participations purchased by the Plans shall be coparticipations with the originating lending institutions in the commitments and not the purchase of an existing investment from the institutions 15 In no event shall any Plan invest more than ten per cent 10% of the assets of the Plan at cost in any single participation investment nor more than thirtythree and onethird per cent 33 1/3% of the assets of the Plan at cost in all of the participation investments obtained through the Foundation 16 In no event shall the aggregate participation through the Foundation be more than fifty per cent 507 of the total loan 17 In any participation purchase by Plan through the Foundation with the originating lending institution the Plan shall require that the loan is made at or above the prevailing market rate of interest for comparable commercial financing trans actions and the Plan receive its pro rata share of the financing points to the extent the points represent return on the loan and not compensation and/or reimbursement to the lending institution for actual expenses incurred and/or services rendered in servicing the construction mortgage loan 18 The Trustees of the Plans shall adopt and expressly make
part of their Plan documents Department of Labor Regulation Section
2550.408b2e and the examples of Regulation Section 2550.408b2f Without limiting the generality of the foregoing any Trustee of any Plan who has an interest in the employer entity which is involved in construction project to be financed by commitment the participation in which is being considered by the Plan shall abstain from voting on the participation determi nation

absent himself from the Trustees meeting room when the issue of the purchase of participation in said commit ment is under discussion and consideration and represent on the record that he has not discussed the participation with any other Trustee nor has he attempted to exert any influence upon any Trustee with regard to the issue 19 In considering and acting upon the purchase of partici pation in any commitment the Trustees of each Plan shall act in strict compliance with ERISA Section 404a 20 Before the loan is made the Foundation shall receive from the lending institution written commitment for permanent financing from person other than participating Plan or the Foundation to enable full repayment of the participating loan upon completion of construction 21 The Foundation shall maintain or cause to be maintained for period of six years from the date of each loan participation such records as are necessary to enable the Department of Labor the Internal Revenue Service the Plans participants and beneficiaries any employer of Plan participants and beneficiaries or any employee organization whose members are covered by the Plan to determine whether all conditions of the Department of Labors prohibited transaction exemption have been met MG dj 7/9/84 BATON

SHUMAKER LOOP KENDRICK
NORTH COURTHOUSE SQUARE 1000 JACKSON TOLEDO OHIO 43624 419 241-4201 June 22 1984 Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 450 5th Street N.W Washington D.C 20549 Re Request for NoAction Letter Relating to the Baton Rouge Building and Construction Industry Foundation
Section 3a2 of the Securities Act of 1933
Sections 3a12 and 12g of the Securities Exchange Act of 1934 Sections 3a4 3a5 and 15a1 of the Securities Exchange Act of 1934 Sections 3c5 and 3c11 of the Invebtment Company Act of 1940
Section 202a11 of the Investment Advisers Act of 1940
Our File No B6675/16770
Ladies and Gentlemen
The Baton Rouge Building and Construction Trades Council the Trades Council is confederation of local building and construction trades unions which represent building and construction tradesmen working In central Louisiana The local unions are affiliates of international trades unions which are all members of the AFLCIO and its Building Trades Department The Baton Rouge Council of Construction Employers the Employers Council is confederation of employers engaged in the building and construction Industry in the same geographic area The Trades Council and the Employers Council on behalf of the local unions and employers associations within their respective groups desire to establish construction industry investment program for the benefit of the employee pension benefit plans which they or their members cosponsor collectively the Plans Our firm has been

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retained as special counsel by the Trades Council and the Employers Council to assist in establishing the program In brief foundation will be established pursuant to written agreement among the Plans who want to participate in the foundation The foundation will be administered by Board of Trustees The trustees will be directed to establish procedures to allow the Plans to acquire participations in construction period mortgage loans The foundation will contact lending institutions in central Louisiana to learn of the availability of participations In mortgage loans and pass this Information along to its member Plans Each Individual Plan will determine whether to participate in the proposed loan and the extent of its participation This decision will be communicated to the foundation which will tabulate the responses and Inform the lending institution as to the aggregate amount of participation interests which the Plans wish to acquire The Plans participating in mortgage will establish separate trust as the acquiring entity or each lending transaction with the foundation acting as trustee The Plans will transfer the funds required to the foundation which will forward these runds to the lending institution The foundation will not take possession of any funds or securities of the Plans and will have no investment responsibilities serving merely as conduit through which the Plans and lending Institutions can communicate to indicate mutual interest In participating in mortgage loans We respectfully request that you advise us that the Staff of the Securities and Exchange Commission the Commission will not recommend that the Commission take any enforcement action if the program is organized and operated in the manner set forth in this letter without registering the interests in the trusts as securities under Section 21 of the Securities Act of 1933 the 1933 Act in reliance upon the exemption from the registration provisions set forth in Section 3a2 of the 1933 Act without registering the interests in the trusts as securities under Section 12g of the Securities Exchange Act of 1934 the 1934 Act in the event that the statutory minimums specified in that section are exceeded in reliance upon the definition of exempt securities set forth In
Section 3a12 of the 1934 Act

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without registering either the foundation or the trusts as brokerdealers under the 1934 Act either because the foundation and the trusts do not fall within the definitions of brokerdealer contained at Sections 3a4 and 3a5 of the 1934 Act or in reliance upon an exemption from the brokerdealer registration requirement contained in
Section 15a1 of the 1934 Act or those persons
who deal only in exempt securities as defined in
Section 3a12 of that Act
without registering the foundation or the individual trusts as investment companies under the Investment Company Act of 1940 the Investment Company Act In reliance upon the exclusions from the definition of an Investment company set forth in Sections 3c5 and 3c11 of the Investment Company Act and without registering the foundation or the trusts as investment advisers under the Investmetit Advisers Act in reliance upon an exemption from the definition of investment adviser set forth in
Section 202a 11 of the Investment Advisers Act
DESCRIPTION OF PROPOSED OPERATIONS
As noted above the Trades Council and the Employers Council desire to develop an alternative to the traditional investment opportunities available to the employee pension benefit plans maintained by their respective members The Plans are all qualified under
Section 401 of the Internal Revenue Code of 1954 as amended the
Code exempt from taxation under Section 501 of the Code and comply with the requirements of the Labor Management Relations Act of 1947 as amended 29 U.S.C.A H141 et seq 1973 and Supp 1983 the LMRA and the Employee Retirement Income Security Act of 1974 29 U.S.C.A fl0O1 et seq 1975 and Supp 1983 ERISA The Plans range in size from $15 million to $20 million in total assets All of the unions participating in the Plans are members of the AFLCIO through affiliations with international unions Moreover all the local unions are affiliated with the Baton Rouge Building and Construction Trades Council confederation of local building and construction trades unions which represent building and construction

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tradesmen working in central Louisiana The Trades Council was organized to coordinate employee benefits policies among the locals to provide forum for employee grievance procedures and to serve as focal point for the local unions contacts with the community All the employers are members of the Baton Rouge Council of Construction Employers This Employers Council constitutes cohesive bargaining unit which bargains with the various local unions The local unions act either separately or under the auspices of the Trades Council as the locals may determine Under the program the Trades Council and the Employers Council will establish foundation to be known as the Baton Rouge Building and Construction Industry Foundation the Foundation The Foundation will be notforprofit unincorporated association organized under and governed by the laws of Louisiana and will be qualified under
Section 501c of the Code The Foundation will provide that any
employee benefit plan qualified under Sections 401 et seq of the Code and cosponsored by the Trades Council or any local union affiliated with it or the Employers Council or any employer affiliated with it may elect to participate in the Foundation if collective investment of the Plans funds is not prohibited by the instrument creatin the Plan The Plans which elect to participate in the Foundation will be parties to and be governed by four documents The Foundation Agreement The Participation Agreement for Construction Mortgage Loan The Construction Industry Investment Plan with Guidelines through 21 attached as Exhibit to the Plan and The Transactional Trust Agreement Copies of these documents the Master Documents are included with this letter as Exhibits and respectively The Foundation will be administered by Board of Trustees the Trustees Every Plan participating in the Foundation shall be entitled to two Trustees on the Foundations Board one appointed by the union cosponsor of the Plan and the other by the employer cosponsor of the Plan The Trustees shall not receive any compensation for serving on the Board of Trustees The Foundation will allow the Plans to utilize portion of their funds in way that would benefit both their members and the local

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community Rather than investing in anonymous corporations or other more traditional investment media the Plans hope to encourage new construction within their jurisdictions and create jobs for their members By creating an umbrella organization such as the Foundation the Plans can contribute to the financing of larger number of projects and involve themselves in more extensive projects The Plans can also achieve the expertise and the economies of scale inherent in larger investments Additionally the Foundation will allow the Plans to minimize their investment risk by providing diversification among types and locations of available investments that they could not individually obtain The Foundation will approach every bank savings and loan association insurance company and mortgage broker in the central Louisiana area and ask that they allow the Foundations members the opportunity to participate in all construction period mortgage loans made by them All such participations shall be made in accordance with documents prepared by the Foundation unless the participating Plans agree to use the paperwork of the lending institution Upon receiving information from lending institutlolis regarding an appropriate loan the Foundation shall transmit to all Plans all materials received from all cooperating financial institutions The Foundation will not sponsor screen analyze or recommend in any way any proposals brought to it and the individuals representing the Plans will take all proposals presented to them back to their respective Plans for decision Each individual Plan through its trustees or other investment manager shall then determine If it desires to participate in the specific loan opportunity and if so the amount of its participation The Plans would relay their decisions to the Foundation which would in turn inform the lending institution of the aggregate amount of participation desired The participating Plans would then create trust the Trust by entering into trust agreement with the Foundation as trustee Upon the formation of the Trust each individual Plan would forward the amount of its participation to the Foundation In the form of checks or federal funds drafts made payable to the lending institution and the Foundation would collect these checks and deliver them to the lending institution The lending institution would keep all such contributions productively invested until such time as te funds are required Any income of the Trust would be allocated among the various participating Plans by the lending institution which would prepare and deliver to the Foundation checks made payable to the individual Plans The Foundation would then distribute these checks to the Plans This

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administrative procedure would provide maximum protection of the funds of the Plans by minimizing the opportunity for and effect of any misappropriation of funds by the Foundation since the Foundation would not have any discretion over the investment management or disposition of Trust assets At the same time funds of the transaction trusts could be conveniently and efficiently transferred to the lending institution with minimum of involvement by the lending institution Any loan participation fees collected from the borrowers at the time that theloan is made will be immediately allocated among the participating Plans by the lending institution and distributed directly to the Plans who are members of that particular Trust through the Foundation as described above Any expenses incurred by the Foundation will be assessed to and reimbursed by the individual Plans Thus the Foundation will not receive any compensation and it will not hold any funds in reserve or exercise any investment or management responsibility relating to reserves The loan transactions proposed to be entered into through the Foundation may fund projects which will be built by employers whose employees are covered by the Plans These transaction8- would -be prohibited by the terms of ERISA absent an exemption from Section 406 of that act class exemption known as Prohibited Transaction Exemption 761B PTE 761B has been adopted by the Department of Labor the Department and the Internal Revenue Service the Service for transactions similar in nature to those described here The program as herein described does not fall within PTE 761B only because the trustees of the Plans which probably will not include bank insurance company or savings and loan association will make the investment decisions on behalf of the Plans The Foundation has filed an application with the Department for an administrative exemption under ERISA Section 408a based on the criteria of PTE 761B For purposes of your response to this letter the Staff may assume that such ruling will be received The Foundation will be subject to many conditions imposed by the Department resulting from their review of the exemption application These conditions are designed to help protect the employee/beneficiaries of the Plans by insuring that the Foundation will be presented only with loan opportunities already approved by the lending institution offering the participations limiting the risks which the Foundation may be exposed to and preventing selfdealing between the Plans their trustees and the sponsoring employers The Foundation has incorporated all applicable conditions of PTE 761B into the Master Documents and In addition has adopted twentyone additional guidelines submitted by

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the Department which are attached to the Construction1 Industry Invest ment Plan included as Exhibit to this letter The Foundation through the members of its Board of Trustees is already subject to common law and contractual fiduciary duties to the Plans and to the general requirements of ERISA and the LMRA Securities Act of 1933 Interests in the Trusts to be held by the Plans could be deemed to be securities as defined in Section 21 of the 1933 Act
Section 3a2 exempts the following from the registration provisions
of that act any interest or participation in single trust fund which interest or participa tion is issued in connection with stock bonus Under PTE 761B loans which observe the following conditions may be made by an employee benefit plan to an employer who has employees covered by the plan only construction eriod loans may be made and commitment for permanent financing must have been made by someone other than the plan before the loan can be made the decision to make the loan must be made by an independent bank or insurance company which meets the requirements of Section 338 of ERISA or by savings and loan association subject to regulation by the Federal Home Loan Bank Board pursuant to its sole discretionary authority or control regarding management of plan assets the bank insurance company or savings and loan association must commonly make such loans on similar terms and conditions from its own funds and the loan must satisfy their qualifications established for the review of such loans immediately after making the loan the aggregate amount of investments including loans of an individual plan in any one employer participating in the plan cannot exceed ten percent of the fair market value of the plans assets and the aggregate amount of investments of the plan in loans to all its participating employers cannot exceed thirtyfive percent of the plans fair market value and certain records of the plan must be retained and made available to specified individuals including plan participants and beneficiaries for six years from the date of the loan In addition the Department has required that each Trust will not acquire more than 50 percent participation in any individual construction loan This limitation will not affect the ability of the Trust to effect enforcement of the loan documents including foreclosure on the mortgage in the event of default under the loan documents

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pension or profitsharing plan which meets the requirements for qualification under Section 401 of the Internal Revenue Code of 1954 other than any suchi plan the contributions under which are held in single trust fund maintained by bank for single employer and under which an amount In excess of the employers contribution is allocated to the purchase of securities issued by the employer or by any company directly or indirectly controlling controlled by or under common control with the employer ii which covers employees some or all of whom are employees within the meaning of Section 401c1 of such Code or iiiwhich is plan funded by an annuity contract described in Section 403b of such Code If the interests in the Trusts are deemed to be securities it is our belief that these interests are exempted from the registration requirements of the 1933 Act by Section 3a2 of that act The availability of this exemption turns in parf on whether the Trusts are considered single trusts or collective trusts which must be maintained by bank To constitute single or noncollective trust the member Plans and their underlying sponsors must be sufficiently related to demonstrate their commonality of interests in monitoring the administration of the Trusts We take as our starting point the analysis contained in Communications Workers of America 1980 Fed Sec Rep CCH 176321 avail Jan 27 1980 In that case the Communications Workers of America the CWA organized Savings and Retirement Trust the CWA Trust limited to employees of the CWA its locals and employees of various employers In bargaining units represented by the CWA The CWA Trust was to be administered by Board of Trustees consisting of individuals representing the CWA and corporate trustee selected by the employers All members of the Board of Trustees were entitled to exercise equal authority over all aspects of administration of the CWA Trust including the selection of investments The CWA Trust was established under the sponsorship of the CWA solely for the benefit of its members and not as means of promoting the sale of the investment services of any financial institution The structure of the Foundation and the Trusts is virtually identical to that of the CWA Trust Membership in the Foundation is limited to employees of employers in bargaining units represented by the

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member locals of the Trades Council The Foundations Board of Trustees is comprised of individuals representing both the local unions and the participating employers although no corporate trustee Is involved All members of the Board will be entitled to exercise equal authority over all aspects of the Foundations administration keeping in mind that Investment decisions are made by the member Plans Finally the Foundation was established under the sponsorship of the Trades Council and the Employers Council solely for the benefit of their member/employees and not as means of promoting the sale of investment services of any financial Institution or intermediary This last factor was described In the Communications Workers correspondence as the hallmark of noncollective trust Similarly the sale without registration of Interests in trusts organized pursuant to construction industry investment program virtually identical to the one described here was viewed with approval by the Staff in Its letter to this firm concerning the Northwestern Ohio Building and Construction Trades Foundation May 1984 In that case the Staff pointed to the following four factors which it found particularly important All of the local unions were related through their membership in body equivalent to the Trades Council The member plans would maintain direct and continuous involvement in the operations of the trusts The employees of each employer participating In the foundation program were represented by one of the local unions and The operations of each trust were to be governed by set of master documents which all participating plans would be parties to All of these factors are present in the instant situation The participating unions are related through their affiliations with the AFLCIO and the Trades Council The decisions to be made by the trustees of each member Plan and by the Foundations Board of Trustees requires direct and continuous Involvement and responsibility of the member Plans and their sponsors on behalf of their member/employees All of the employees of each employer participating in the Foundation

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June 22 1984 are represented by one of the participating local unions Finally the operations of each Trust will be governed by the Master Documents No interest in the Trust is expected to be issued in connection with or held by any plan which covers employees some or all of which are employees within the meaning of Section 401c1 of the Code or any plan funded by an annuity contract described in
Section 403b of the Code None of the Trust funds will be used for
direct investment by members of the public and none of the funds is presently expected to include assets of any Keogh plans or Individual Retirement Accounts To the extent that single trust fund Is created for single employer it will not be maintained by bank but by the Foundation and in any event the Foundation will not cause that trust fund to Invest an amount In excess of the employers contribution for the purchase of securities issued by the employer or by any company directly or indirectly controlling controlled by or under common control with the employer We therefore believe that assuming the interests of the Plans in the Trusts are securities under Section 21 .of the 1933 Act the interests will be exempted from the registration requiremetts of that act by the provisions of Section 3a2 Securities Exchange Act of 1934 Registration of Securities
Section 12g of the 1934 Act requires issuers with assets
exceeding $1000000 and class of equity security other than an exempted security held of record by 500 or more persons and who meet the other conditions specified therein to register the class of security with the Commission Exempted security is defined in Section 3a12 of the 1.934 Act as including any interest or participation in single trust fund which interest participation or security is issued in connection with stock bonus pension or profitsharing plan which meets the requirements for qualification under Section 401 of the CodeJ other than any plan described In clause or of this paragraph which covers employees some or all of whom are employees within the meaning of Section 401c of such Code or ii which is plan funded by an

Office of Chief Counsel
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Securities and Exchange Commission
June 22 1984 annuity contract described in Section 403b of such Code Assuming that Section 12g applies to the Trusts the interests of the Trusts need not be registered under the provisions of
Section 12g because the interests are exempted securities under
Section 3a12 The language of Section 3a12 is equivalent to
that contained in Section 3a2 of the 1933 Act exempting interests in single trust fund issued in connection with stock bonus pension or profitsharing plan qualified under Section 401 of the Code See letter from the Staff to this firm concerning the Northwestern Ohio Building and Construction Trades Foundation May 1984 Thus we ask to be advised that Interests in the Trusts need not be registered under the provisions of Section 12g1 of the 1934 Act Securities Exchange Act of 1934 Registration as BrokerDealer
Section 3a4 of the 1934 Act provides The term broker
means any person engaged In the business of effecting trawsactions in securities for the account of others but does not include bank
Section 3a5 of the 1934 Act provides
The term dealer means any person engaged in the business of buying and selling securities for his own account through broker or otherwise but does not Include bank or any person Insofar as he buys or sells securities for his own account either individually or in some fiduciary capacity but not as part of regular business
Section 15a1 of the 1934 Act provides in part
It shall be unlawful for any broker or dealer to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in or to induce or attempt to induce the purchase or sale of any security other than an exempted security or commercial paper bankers acceptances or commercial bills unless such broker or dealer is registered In accordance with subsection of this section

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June 22 1984
It might be argued that either or both the Foundation and the individual Trusts would have to register as brokers or dealers The individual Trusts however will not be engaged in the business of effecting transactions in securities either for their own account or on behalf of their participating Plans As indicated above each Trust will enter into only single transaction the purchase of participation In mortgage loan and will dissolve upon the completion of that transaction To the extent that these participation interests may constitute securities they are exempted securities under
Section 3a12 of the 1934 Act as explained above
We also believe that the Foundation need not register as broker or dealer The Foundation will not be acquiring securities on its own behalf and thus will not be acting as dealer As It will be acting merely as conduit to facilitate the collective purchase of participations by the Plans neither will the Foundation be acting as broker The Foundation will neither hold funds nor have any investment responsibility but will act merely in an administrative capacity to transfer Information between the lending institutions and the Plans It will act only on the Plans behalf will no.t solicit additional customers or otherwise seek to act on behalf of anyone other -than the Plans and will not sponsor analyze or recommend any loan participation proposals Finally the Foundation will not undertake any sales or promotional efforts and will receive no compensation from the Plans for any actions taken by it on behalf of the Trusts but would receive only reimbursement for expenses incurred In performing its ministerial functions Even assuming the Foundation is acting in manner which brings it within the definition of brokerdealer its activities will be limited to dealings in the mortgage participation interests securities which are exempted securities under Section 3a12 of the 1934 Act Under Section 15a1 of the 1934 Act persons effecting transactions only in exempted securities are exempted from the registration requirements contained in that section See the letter from the Staff to this firm concerning the Northwestern Ohio Building and Construction Trades Foundation May 1984 We therefore believe that neither the Trusts nor the Foundation need to register as brokerdealer Investment Company Act of 1940 We do not believe that the purchase of participations in construction period mortgage loans would constitute the acquisition of

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June 22 1984 security Even if the participations are viewed as securities however the Foundation does not fall within the definition of investment company at Section 3a1 of the Investment Company Act as it will not engage in the business of investing in securities but will merely acquire such securities on behalf of each Trust in its capacity as trustee and passively hold them on behalf of the Trusts It could be argued however that each Trust will issue equity interests to the Plans and will engage in the business of owning tori holding securities having value exceeding 40 per centum of the value of such issuers total assets Si Investment Company Act
Section 3a3
Section 3c provides various exemptions from the definition
of investment company In particular companies meeting the following criteria are not within the definition of investment company Any person who is not engaged in the business of issuing redeemable securities faceamount certificates of the installment type or periodic payment plan certificates and who is primarily engaged in one or more of the following businesses purchasing or otherwise acquiring mortgages and other liens on and interests in real estate 11 Any employees stock bonus pension or profitsharing trust which meets the requirements for qualification under Section 401 of the Internal Revenue Code of 1954 or which holds only assets of governmental plans described in section 3a2C of the Securities Act of 1933
Section 3c5C The Plans will hold equity interests
in the Trusts which will not be redeemable except upon withdrawal from or liquidation of the Trust Interests in the Trusts will not be made available to the public but only to those Plans which elect to participate in the Trust through their involvement with the Foundation The participation interests in construction period mortgage loan held by Trust would be an interest in real estate where each loan is fully secured by real property and the participation interests held by the Trust are sufficient to give the Foundation as trustee for the Trust the right by itself to foreclose the mortgage securing the loan in the event of default See MGIC Mortgage Corporation avail August 1974 cited in the letter from the Staff to this firm

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June 22 1984 concerning the Northwestern Ohio Building and Construction Trades Foundation April 20 1984 Because in the present situation each loan would be fully secured by real property and the participation interests held by Trust would give the Foundation as trustee for the Trust the right by itself to foreclose the mortgage securing the loan in the event of default it appears that Trust would be primarily engaged in purchasing or otherwise acquiring mortgages and other liens on and interests in real estate
Section 3c11 The employee benefit plans underlying
the Trusts and the Foundation are excluded from the definition of an investment company by the first clause of Section 3c11 of the Investment Company Act The Trusts themselves may also be excluded from the definition of an investment company by the first clause of Section 3c11 of the Investment Company Act The Staff stated in Communications Workers supra that the first clause of Section 3c11 of the Investment Company Act and the words single trust fund in Section 3a2 of the 1933 Act describe the same type of trust As indicated above interests In the Trusts will fall within Section 3a2 of the 1933 Act and therefore the Trusts would fall within the first clause of
Section 3c11 of the Investment Company Act
We therefore believe that assuming the Trusts fall within
Section 3a of the Investment Company Act the Trusts will be exempt
from registration as an investment company by the provisions of either
Section 3c5 or Section 3c11 as explained above
Investment Advisers Act of 1940
Section 202a11 of the Investment Advisers Act defines an
investment adviser as any person who for compensation engages in the business of advising others either directly or through publications or writings as to the value of securities or as to the advisability of Investing in purchasing or selling securities or who for compensation and as part of regular business issues or promulgates analysis or reports concerning securities In our interpretation neither the Trusts nor the Foundation will fall within the definition of investment adviser Assuming that

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June 22 1984 the Plans will be purchasing securities as defined in
Section 202a18 of the Investment Advisers Act through the Trusts
it could be argued that the Foundation will be in the business of advising others namely the Plans as to the advisability of investing in purchasing or selling securities close analysis of the Foundations duties however makes it clear that the Plans have sole responsibility for choosing among loan participation opportunities and that the Foundation provides no advisory services to the Plans The Foundation merely transmits to all Plans all information received from all cooperating financial institutions It is then the responsibility of the individual Plans to determine whether they desire to participate in any given loan The Foundation will not screen in any way proposals brought to it and the individuals representing the Plans will take all proposals presented to them back to their respective Plans for decision The Foundation thus has no part in the investment decisions of the Plans In Texas Newsletter avail January 23 1984 it was stated that no action would be recommended to the Commission if newsletter without registering under the Investment Advisers Act printed information about securities where any such information about asecurity would be prepared by the issuer of the security and would be presented as an advertisement for the security Because the Foundation would distribute only information about participation in construction period mortgage loan prepared by the cooperating financial institution issuing the participation identify such information as having been prepared by the cooperating financial institution an transmit all information given to the Foundation without commenting on screening or evaluating the information in any manner we do not consider the Foundation to be engaged in the business of issuing or promulgating analyses or reports concerning securities Thus we do not regard the Foundations proposed service to bring the Foundation within the definition of investment adviser contained in Section 202a11 of the Investment Advisers Act See the letter from the Staff to this firm concerning the Northwestern Ohio Building and Construction Trades Foundation April 20 1984 Because Trusts sole function would be to hold participations in particular construction period mortgage loan selected by the Plans participating in the Trust Trust would neither be engaged in the business of advising others about the value of securities or the advisability of investing in securities nor of issuing or promulgating analyses or reports concerning securities as
part of regular business Accordingly Trust would not be an

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June 22 1984 investment adviser as defined by Section 202a11 of the Investment Advisers Act REQUESTED NOACTION POSITION Based upon the foregoing facts statutes and releases the prior noaction positions taken by the Commission Staff and our analysis of the policy considerations and statutes involved we respectfully request that the Staff advise us that it will not recommend to the Commission that any action be taken under the 1933 Act or 1934 Act regarding the proposed operations of the Foundation and the Trusts as summarized in this letter We ask that you forward an enclosed copy of this letter to the Office of Chief Counsel for the Division of Investment Management for confirmation that the Foundation and the Trusts need not be registered as investment companies under the Investment Company Act or as investment advisers under the Investment Advisers Act and to the Office of Chief Counsel for the Division of Market Regulation for confirmation that the Foundation and the Trusts need not be registered as brokerdealers under the 1934 Act Please contact the undersigned if you have any questions Very truly yours S13UMAKER LOOP KENDRICK By CLC/sjs Attachments Enclosures cc Marc Gertner Esq

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESI4ENT MANAGEIIENT Our Ref No 84204-CC Baton uge Building and Construction Industry Foundation File No 1323 We would not rectanend that the Ccgnmission take any enforcement action under the Investment Cpany Act of 1940 or the Investment Advisers Act of 1940 against the Baton 1uge Building and Construction Industry Foundation or any of the related trusts it serves as trustee if they proceed with their proposal without registering as either in vestment cnpanies or investment advisers See Northwestern Ohio Building Construction Trades Foundation pub avail May 21 1984 Our position is based on the facts and representations in your letters and exhibits of June 22 and July 17 1984 We understand that the Division of Corporation Finance and the Division of Market Regulation will be writing separately to address the issues you have raised regarding the Securities Act of 1933 and the Securities Exchange Act of 1934 Thanas Harman Attorney

EXHIBIT
BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
Shuinaker Loop Kendrick
North Courthouse Square
1000 Jackson
Toledo Ohio 43624
800 6625056

TABLE OF CONTENTS
Page
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
Section 2.08
Section 2.09
Section 3.01
Section 3.02
ARTICLE IV TRANSACTION PROPOSAL REVIEW PROCEDURE
ARTICLE TRANSACTION TRUSTS
ARTICLE VI EXPENSES REIMBURSEMENTS ADMINISTRATION 10
Expenses
Expense Reimbursement Payments From
Transaction Trusts
Regulatory Compliance
Forms Rules and Procedures
ARTICLE DEFINITIONS
Section 1.01 Agreement
Section 1.02 Delegate
Section 1.03 ERISA
Section 1.04 Member
Section 1.05 Vote
Section 1.06 Corporate Trustee
Section 1.07 Foundation
ARTICLE II CREATION MEMBERS DELEGATES
The Foundation
No Agency or Fiduciary Relationship Created Founder Members Additional Members Termination of Membership Voting Power of Members Delegates Successor and Substitute Delegates Compensation of Delegates
ARTICLE III OFFICERS COMMITTEES
Officers
Committees
Section 4.01 Meetings
Section 4.02 Subscription of Financing Proposals
Section 4.03 Reliance by Third Parties
Section 6.01
Section 6.02
Section 6.03
Section 6.04

Page
ARTICLE VII GENERAL PROVISIONS 11
Section 7.01 Governing Law 11
Section 7.02 Notices 11
Section 7.03 Amendments 11
Section 7.04 Headings 11
Section 7.05 Severability 11
Section 7.06 Qualified Status 11
Section 7.07 No Third Party Rights 12
Section 7.08 Counterparts Effectiveness 12
Section 7.09 Termination 12
ii

BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
THIS AGREEMENT is entered into as of the __________ day of _________________ 1984 by and among the Founder Members which are qualified pension trusts signatory hereto WHEREAS each of the parties to this Agreement is Section 302c TaftHartley trust qualified under the Internal Revenue Code of 1954 the Code and exempt from federal income tax by virtue of
Section 501a of the Code and from applicable state income taxes on
similarbasis
WHEREAS it is the desire of the parties to this Agreement to provide procedure and system whereby representatives of one or more of such parties and other Members may meet from time to time to evaluate investment proposals presented to them for the purposes of providing useful information regarding investment opportunities to such parties and to enhance their portfolio diversification in keeping with the Employee Retirement Income Security Act of 1974 as amended ERISA NOW THEREFORE in consideration of the foregoing and of the mutual agreements contained herein the parties hereto agree as follows

ARTICLE
DEFINITIONS
As used in this Agreement unless the context clearly indicates otherwise the following words and terms shall have the meanings here set forth
Section 1.01 Agreement The term Agreement means this
instrument establishing the Baton Rouge Building and Construction Industry Foundation and shall include all exhibits amendments modifications supplements and addenda hereto
Section 1.02 Delegate The term Delegate means delegate
to the Foundation appointed pursuant to Section 2.07 or Section 2.08 hereof
Section 1.03 ERISA The term ERISA means the Employee
Retirement Income Security Act of 1974 as amended and regulations of the Department of the Treasury and the Department of Labor promulgated thereunder
Section 1.04 Member The term Member means both the
Founder Members who are the original signatories to this Agreement and such Additional Members as may hereafter and from time to time be admitted pursuant to the provisions of Section 2.04 hereof The term shall not include any Founder Member or Additional Member whose member ship shall have terminated prior to the pertinent determination of Member status
Section 1.05 Vote The term Vote unless greater number
is specified in the specific provision means either the affirmative vote of simple majority of the total voting power of the Members represented at duly called meeting of the Foundation or the affirmative written consent of all Members The vote or written consent of any Member in order to be valid must be given by both of its then appointed Delegates or substitute Delegates as provided In Section
2.07 hereof
Section 1.06 Corporate Trustee The term Corporate
Trustee means the corporate institution with Trust powers if any selected pursuant to the provisions of Article
Section 1.07 Foundation The term Foundation means the
Baton Rouge Building and Construction Industry Foundation as created by this Agreement and as it may be subsequently amended

ARTICLE II
CREATION MEMBERS DELEGATES
Section 2.01 The Foundation There is hereby created under
Louisiana law the Baton Rouge Building and Construction Industry Foundation The purposes of the Foundation are to provide procedure and system whereby representatives of Members may gather from time to time to evaluate investment proposals presented to them so that such representatives may provide useful information to the respective Members and means through which such Members can invest portions of their respective funds as they may from time to time independently determine in such ventures as real estate equity and financial transactions thereby diversifying their respective investment portfolios
Section 2.02 No Agency or Fiduciary Relationship Created
This Agreement does not create any agency relationship among any of the parties hereto at any time nor is any individual Delegate officer of the Foundation or committee except as herein expressly provided authorized to act on behalf of Member or Members of the Foundation or to incur any liability or expense on behalf of the Foundation or any of its Members Each Member hereby acknowledges and agrees that no other Member nor its Delegates nor the Foundation or any of the Foundations officers or agents undertakes any fiduciary responsibility to such Member or to its beneficiaries and each Member waives and releases any claim based on any such potential fiduciary relationship Each Member hereby acknowledges that through its Delegates It will make its own independent decisions whether or not to participate in any investment proposal and the extent of that participation and that it does not rely upon advice or information from the Foundation any other Member or any of the officers or agents of the Foundation in connection with such decisions
Section 2.03 Founder Members The Founder Members of the
Foundation are those trusts which are signatories to this Agreement
Section 2.04 Additional Members An eligible trust may be
admitted as an Additional Member of the Foundation upon the Vote of the Members of the Foundation and shall thereafter have all rights privileges and obligations of membership as provided herein and as this Agreement shall hereafter be amended from time to time trust shall be eligible if and so long as it Is trust exempt from federal income taxation by virtue of Section 501 of the Code and exempt from applicable state Income taxation on corresponding basis Upon admission each such Additional Member shall execute an adoption

agreement in substantially the form last approved by Vote for use by the Foundation
Section 2.05 Termination of Membership Any Member may
terminate its membership in the Foundation upon written notice to the Foundation Members status as such shall automatically terminate when it ceases to be an eligible trust as described in Section 2.04 hereof termination of membership by Member shall not affect any investment theretofor made by the Member prior to its termination
Section 2.06 Voting Power of Members On any matter
submitted to Vote of the Members of the Foundation each Member shall have one vote
Section 2.07 Delegates Each Member shall be represented on
the Foundation by two individuals Delegates appointed by such Member One such Delegate shall be trustee of such Member who has been selected by labor organization and the other Delegate shall be trustee of such Member who has been selected as an employer trustee of such Member The initial Delegates of the Founder Members are hereby appointed by the respective Founder Members as set forth on Exhibit attached hereto Each Additional Member shall provide the Foundation with written notification of initial Delegates appointed by the Additional Member
Section 2.08 Successor and Substitute Delegates Member
may by written notice to the Foundation remove any of its previously appointed Delegates and appoint successor Delegate or Delegates provided that it must comply with Section 2.07 hereof Delegate or Member may by written notice to the Foundation authorize substitute Delegate as to particular meeting specified in such natice Each such notice shall be presented to the meeting and filed with the minutes of the meeting Delegate may resign by written notice to the Foundation and to the Member which appointed such Delegate The resignation of Delegate shall be effective immediately unless otherwise stated in the notice
Section 2.09 Compensation of Delegates No Delegate shall
receive any compensation from the Foundation

ARTICLE III
OFFICERS COMMITTEES
Section 3.01 Officers The Delegates may from time to time
by Vote select one of their number to act as Chairman and one to act as CoChairman When the Chairman is selected from among the Delegates who are union representatives the CoChairman shall be selected from among the Delegates who are management representatives and vice versa The Delegates may also by Vote elect Secretary who need not be Delegate The Chairman shall preside at meetings of the Delegates of the Foundation The CoChairman shall serve as Chairman in the absence of the Chairman from any meeting The Secretary shall distribute agendas of such meetings as provided elsewhere herein shall keep and maintain minutes of the meetings of the Foundation and shall retain copies of all notices given to or by the Foundation under this Agreement and written consents of the Members permitted by Section 1.05 hereof The Foundation shall have such other offices and officers as the Members may establish by Vote Each officer shall serve for period of one year and until his successor is elected or until his earlier resignation retirement death or disability An officer may serve successive terms at the Vote of the members
Section 3.02 CommIttees The Foundation shall have such
committees as its Members may establish by Vote with such duties and members as the Members shall determine by Vote The members of each committee may elect Chairman CoChairman and Secretary

ARTICLE IV
FINANCING PROPOSAL REVIEW PROCEDURE
Section 4.01 Meetings The Delegates shall meet on such
dates and at such meeting places as the Delegates shall from time to time establish by Vote with at least one meeting per quarter The Delegates may by Vote determine schedule for periodic regular meetings and procedure for the calling of special meetings Prior to each such meeting the Secretary shall use his best efforts to arrange an agenda for such meeting which among other things shall list all financing proposals which will be presented at such meeting and which agenda he shall endeavor to deliver to Delegates seven days prior to the meeting Delegates representing simple majority of all Members shall constitute quorum at meeting Any Delegate may participate in meeting by conference telephone provided all Delegates can hear each other and be heard by all and any Vote or action taken by such Delegate shall be confirmed In writing and delivered to the Foundation within three business days of the voting or other action In addition Member may provide proxy for Delegate to be voted by the other Delegate
Section 4.02 Subscription to Financing Proposals As part
of each meeting of the Foundation financial proposals for construction mortgage loans or other investment opportunities may be presented by representatives of local lending institutions for review by the Members The Delegates shall solicit receive consider and transmit all binding enforceable commitments made by all cooperating banks and savings and loan associations whether or not they are for loans to local or nonlocal developers for local or nonlocal construction projects or for unionbuilt or nonunionbuilt construction projects Upon receipt of this information from the institutions the Delegates of each Member shall notify the full Board of Trustees or other designated representatives of each Member of the Foundation of all information received by them The trustees of the Members shall then determine if they desire to participate In the specific construction mortgage loan and if so the amount of their participation The Delegates of the Foundation shall accumulate the responses from all of the Members and shall advise the lending institution of its

desire to participate or not and if so the amount of the prticipa tion The amount of the participation shall be the amount of the aggregate participations by the individual Members Each said loan shall be deemed and construed to constitute separate and distinct legal transaction and shall be documented as separate trust and the Delegates shall maintain their books and records of account accordingly
Section 4.03 Reliance by Third Parties No borrower
broker mortgage banker correspondent investment advisor agent or any other third party shall be entitled to rely upon any action of any Member or Delegate of the Foundation The Foundation itself shall have no authority to issue financing commitment Commitments as to particular transactions shall be issued if at all by an appropriate Transaction Trust pursuant to the provisions of Article hereof

ARTICLE
TRANSACTION TRUSTS
When financing proposal has been subscribed in whole or in
part as promptly as practicable thereafter those Members who have
subscribed to such financing proposal the Beneficiaries shall form and fund Transaction Trust in accordance with the provisions of this
Article
Transaction Trust shall be formed by the execution in counterparts or otherwise by the Beneficiaries and the Foundation as Trustee of Transaction Trust with such modifications as such Beneficiaries and the Foundation shall unanimously find acceptable which shall be conclusively evidenced by their respective signatures thereon In order to assure that no Member who undertakes to partici pate in financing transaction with other Members may be embarrassed by the financial inability of Member to fund its portion of the financing at the specified time each Beneficiary shall concurrently with its execution of its Transaction Trust Agreement fund in cash its share of the participation in the subject financing proposal and Transaction Trust Such Transaction Trust shall thereafter promptly execute and deliver such commitment and other documents as shall be approved by counsel The Trustee shall then enter into Participation Agreement with the bank savings and loan association or other financial organi zation which shall act as the Lead Lender to service the Transaction The Trustee may but shall not be required to engage Corporate Trustee for the aggregation and representation of the collective interests of the Beneficiaries where it is legally necessary or in the best interests of the Beneficiaries to do so All participations purchased by the Members and taken by the Foundation as Trustee shall be coparticipations with the originating bank or savings and loan association and not the purchase of an interest in any existing investment from the bank or savings and loan The aggregated interest of all Members in single participa tion shall not exceed fifty per cent 50% of the total loan commitment In all participations the Members shall receive from the lead lender as part of their participation

interest at or above the prevailing market rate of interest for comparable commercial financing transactions and their pro rata share of the financing points to the extent the points represent return on the loan and not compen sation and/or reimbursement to the originating bank or savings and loan association for the actual expenses incurred and/or services rendered in servicing the construction mortgage loan

ARTICLE VI
EXPENSES REIMBURSEMENTS ADMINISTRATION
Section 6.01 Expenses The Foundation may incur and as
funds are available pay such expenses as may be approved by Vote of its Members including the reasonable expenses heretofore incurred in connection with its organization
Section 6.02 Expense Reimbursement Payments From Transac
tions The representatives of the lending institutions from whom loans are bought or with whom loans are made shall be requested to obtain from each prospective borrower commitment to pay the Foundation as Trustee of the particular transaction at the time such transaction documents are established an amount sufficient to reimburse both the organizational and legal expenses of such transaction and an allocated portion of the organizational and operating expenses of the Foundation As to each transaction such allocated portion of the organizational and operating expenses of the Foundation shall be determined by Vote of the Members All such amounts shall be paid directly to the Foundation to reimburse the Foundation for that portion of Its organizational and operating expenses which are allocated to such transaction No person other than an eligible trust may make any contribu tion to the Foundation
Section 6.03 Regulatory Compliance The Foundation shall
apply for such federal and state taxexempt status tax rulings federal and state securities noaction letters and ERISA exemptions as determined by Vote of the Delegates or by duly delegated officers of the Foundation on recommendation of counsel
Section 6.04 Forms Rules and Procedures The Foundation
may adopt such forms rules and procedures including without limitation financing procedures as the Delegates may determine from time to time by Vote

ARTICLE VII
GENERAL PROVISIONS
Section 7.01 Governing Law This Agreement has been
executed and delivered in the State of Louisiana and shall be exclusively governed by and construed and enforced in accordance with the laws of such state and any applicable laws of the United States
Section 7.02 Notices Any legal notice given pursuant to
this Agreement shall be in writing and shall be personally delivered or sent by registered or certified mail postage prepaid to each party to be notified In the case of notice directed to Member separate copies shall be sent to each of its then Delegates at Its respective address set forth on Exhibit attached hereto or to such other address as such party shall earlier have designated by notice given pursuant to this provision notice sent by mail shall be deemed received five business days after Its deposit in the United States mail
Section 7.03 Amendments This Agreement may be amended only
by writing signed by the then Members holding at least majority of the total voting power of the Foundation Such amendments shall be made only after due consideration of applicable tax securities ERISA and other laws and regulations
Section 7.04 Headings The headings of the Articles and
Sections of this Agreement are for convenience only and shall not be deemed to affect the Interpretation or validity of any part of this Agreement
Section 7.05 Severability In the event any provision of
this Agreement in whole or in part or the application of any provision of specified situation is held to be invalid or unenforceable by the final judgment of court of competent jurisdiction after appeal or the time for appeal has expired such invalidity shall be limited to such specific provision or portion thereof or to such situation and this Agreement shall be construed and applied in such manner as to minimize such unenforceability This Agreement shall otherwise remain in full force and effect
Section 7.06 Qualified Status It is the intended purpose
of the parties to this Agreement that the Foundation shall be and at all times remain exempt from federal and state income taxes The Foundation shall avoid the receipt of income or payments which are inconsistent with the taxexempt status of the Foundation and its Members No part of any net earnings of the Foundation shall inure to the benefit of any private person If any court or administrative ruling holds that any

provision of this Agreement or any of the procedures practices rules or documents of the Foundation are inconsistent with applicable qualification requirements under presently existing laws and/or regula tions or any laws or regulations hereinafter enacted or adopted any such provision procedure practice rule or document shall be nullified and the Members shall thereafter promptly attempt to make such changes as may be necessary to retain such status while fully accomplishing the purposes of this Agreement
Section 7.07 No Third Party Rights This Agreement is for
the benefit only of the parties hereto and their respective successors and shall not be deemed to confer any rights upon any third parties
Section 7.08 Counterparts Effectiveness This Agreement
may be signed in two or more counterparts all of which shall con stitute but one single agreement This Agreement shall not be effective until executed by each party for whom signature line is provided below
Section 7.09 Termination This Agreement shall terminate on
December 31 2010 unless earlier terminated or extended by Agreement of all then Members On termination the Members shall be provided with written accounting which shall be audited with respect to the final fiscal period of the Foundation Any debts and liabilities of the Foundation shall be paid or provided for and any remaining assets of the Foundation shall be distributed equally among the then Members provided that the Delegates shall make different disposition if necessary to avoid adverse tax consequences to the members

IN WITNESS WHEREOF each of the Founder Members hasexecuted and delivered this Agreement as of the date first above written BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION I.B.E.W LOCAL NO 955ELECTRICIANS CARPENTERS LOCAL NO 1098 PENSION PLAN AND TRUST PENSION PLAN AND TRUST BY_______________________________ BY_________________ Chairman Chairman AND ________ AND_____ Secretary Secretary

AGREEMENT OF PARTICIPATION
The undersigned qualified trust hereby subscribes to the Agreement establishing the Baton Rouge Building and Construction Industry Foundation dated as of ______________________________ copy of which is attached to this form of agreement Name of Trust BY

EXHIBIT
INITIAL DELEGATES
Name and Address of Namess and Addresses Founder Member of Its Delegates MG dj 5/17/84 BATON

EXHIBIT
PARTI CIPATION AGREEMENT
FOR
CONSTRUCTION MORTGAGE LOAN
THIS PARTICIPATION AGREEMENT made and entered into this _________ day of ___________________________ 198_ by and between the Lender banking corporation having its principal banking office at and mailing address of ______________________________________________ Attention __________________________ and BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION TRUSTEE the Participant having its principal office at _________________________________________________ Attention Administrator WHEREAS the Lender has made valid and binding commitment to make Dollar construction mortgage loan the Loan to the Borrower and WHEREAS Lender has agreed to sell to Participant an undivided interest in the Loan and Participant has agreed to purchase an undivided interest in the Loan to the extent of ______________ per cent of the Loan upon the following terms and conditions NOW THEREFORE in consideration of these premises the mutual promises of the parties and other good and valuable consideration the Lender and the Participant hereby mutually covenant and agree as follows PARTICIPATION
1.01 Advances Lender sells to Participant and Participant
purchases from Lender participation of ______________ per cent in the Loan including all interim advances thereunder The purchase price of each participation in each advance is ________________ per cent of the amount of the advance Participant is not obligated to participate in any advance made if with the advance the unpaid balance of the Loan would exceed the stated amount of the Loan plus interest or if with the advance the unpaid balance of Participants participation in the Loan would exceed onehalf 1/2 of

the stated amount of the Loan plus interest or after Lender has knowledge of default by Borrower
1.02 Undivided Interest Participants participation and
Lenders retained participation shall each constitute at all times an undivided interest in the proportion of the amounts of the respective participants in the Loan including all rights and benefits of Lender under the Loan Agreement the Loan Agreement all notes or other instruments pertaining thereto and all collateral securing the Loan including but not limited to all guaranties security Interests assignments of life insurance and mortgages held by Lender Nonrecourse Participants participation Is without recourse against Lender
1.03 Interest The unpaid principal amount of Participants
participation shall bear interest at variable annual rate equal to the sum of the prime rate in effect on the first day of each calendar quarter plus _________________ per cent per annum The prime rate shall be the minimum prime lending rate as quoted in the money market section of The Wall Street Journal Interest shall be payable monthly
1.04 Maturity This agreement shall terminate upon the
payment in full of the Loan unless earlier terminated under other provisions of this agreement The term of the Loan and this agreement may be extended or renewed upon the consent of the Lender and the Participant Any extension or renewal of this agreement shall be upon the terms and subject to the conditions of this agreement as amended by any extension or renewal agreement ADMINISTRATION
2.01 Payment by Participant Forthwith upon the execution of
this agreement Participant shall forward to Lender the full amount of its participation hereunder Lender shall keep Participant fully invested in an incomeproducing account and/or in riskless securities All earnings on the monies so advanced shall be for the account of the Participant only
2.02 Payments to Participant When Lender receives payment
to be remitted to Participant in whole or In part Lender shall deliver to Participant the amount due from the payment Payments received by Participant need not be endorsed on any participation certificates though Participant may upon payment in full of Its participation with interest mark paid and return to Lender the latest participation certificate received by Participant from Lender

2.03 Order of Payment Whenever Participant hasT an out
standing participation in the Loan and Lender receives any payment on the Loan Lender and Participant shall apply the payment to the following in order Expenses covered by section 2.06 that are reimburseable by Borrower Accrued unpaid interest in the proportion of the respective amounts owing to Participant and Lender and Principal in the proportion of the respective amounts owing to Participant and Lender In all cases including the bankruptcy or insolvency of Borrower or any marshalling of Borrowers assets and liabilities Participants participation and Lenders retained participation shall be on parity with neither being subordinate to the other
2.04 Mode of Payment Payments to Lender from Participant
and from Participant to Lender may be made by immediately available funds by wire for principal or by check or wire for interest or by any other means that the parties may later agree to use
2.05 Documents and Collections Lender shall hold all
documents pertaining to the Loan and shall make all collections hereunder and otherwise administer the Loan in accordance with its regularly established practices and procedures Lender will accept repayment of advances from Borrower third parties liable theref or or any guarantors of Borrower for proportionate repayment of Participants participation Lender shall use its best efforts to enforce the Loan to keep proper records of the Loan and participation and to perform such other tasks as Lender and Participant may agree
2.06 Expenses Costs and Fees Any outofpocket expenses
court costs and attorneys fees incurred in connection with the administration of the Loan the protection collection realization or enforcement of the Loan or the collateral for the Loan or for the protection preservation insurance or maintenance of any property which is the subject matter of any such collateral shall be borne by Partici pant and Lender in the same ratio as their respective participation in the advances under the Loan at the time such expenses are incurred The expenses costs and fees described in this paragraph shall not include hire of regular or clerical employees or executives of Participant or Lender or any ordinary overhead of either Participant or Lender The costs expenses and fees shall include the amount of any monies paid in satisfaction or compromise of any suit claim action or demand by any

receiver or trustee in bankruptcy of Borrower on account of any alleged void or voidable preference or other void or voidable transfer received or alleged to have been received from Borrower in connection with the advances under the Loan or paid in satisfaction or compromise of any suit claim or demand of any kind against either Lender or Participant on account of the assignment of any receivable or other collateral as security for advances in which Participant owns participation or the security therefor or the payment by Borrower of any monies in connection therewith
2.07 Examination of Books Participant may examine all of
Lenders books of account and other records pertaining to the Loan and the related agreements and instruments at any reasonable time during Lenders business hours
2.08 Reports Etc Lender shall provide Participant copies
of all reports financial statements and other information given to Lender under the Loan Agreement Lender and Participant shall endeavor to keep the other advised of all information about Borrower and the Loan that each receives LENDERS RIGHTS AND POWERS
3.01 Default in the Loan Lender shall advise Participant of
any defaults in the Loan of which Lender has actual knowledge
3.02 Exercise of Remedies Lender shall do the following
only with the prior written consent of Participant Collect the Loan Waive exercise or enforce any rights or remedies accruing to Lender under the Loan Agreement or any other documents executed in connection with the Loan Amend the Loan including releases sub stitutions or exchanges of any collateral for or guaranties of the Loan or Grant indulgences to Borrower If Lender and Participant disagree over the foregoing Lender and Participant shall terminate this agreement under Article

EXCULPATION FROM LIABILITY AND DISCLAIMER
4.01 Exculpation from Liability Lender shall not be liable
for any error of judgment or for any action taken or omitted except for willful misconduct Lender may consult with legal counsel independent public accountants and other experts selected by Lender and shall not be liable for any act or omission taken in good faith by Lender in accordance with the advice of such counsel accountants or experts Lender shall not have any liability to Participant for repayment of Participants participations nor the realization or recovery of such participations from any collateral other security or guaranties of the Loan
4.02 Disclaimer Neither Lender nor any of its agents has
made any representation or warranty of any kind concerning the subject matter of this agreement nor shall Lender or its agents hereafter be deemed to have made any further or other representation or warranty Lender makes no representations or warranties expressed or implied of and assumes no liability to Participant for the effectiveness enforce ability validity or execution of the Loan Agreement or any other documents executed in connection with the Loan or the attachment or perfection of any interest in any property securing payment of the Loan Lender has no responsibility for the integrity or solvency of Borrower PARTICIPANTS REPRESENTATIONS AND WARRANTIES Participant makes the following representations and warranties upon which Lender may rely
5.01 Investment Experience Participant has knowledge and
experience in financial and business matters and in the investing of monies and is capable of evaluating the merits and risks of purchasing participation and making the investment contemplated by such purchase
5.02 Review and Investigation During the course of the
transaction and prior to the sale and delivery of the participation to Participant Participant has been afforded the opportunity to review final copies of all documents pertaining to the Loan to ask questions and receive answers from the Borrower concerning the terms and conditions of the documents and to review such financial reports and to ask questions of and receive answers from the Borrower pertaining to Borrower and its business operations financial condition and future prospects as Participant deemed necessary and appropriate to permit it to make fully informed decision with respect to its participation in the Loan Participant acknowledges that Lender has not undertaken to ascertain the accuracy or completeness of any information furnished to Participant relating to the business operations financial condition or future prospects of the Borrower or made any representations

concerning the accuracy or completeness of any information supplied to Participant by or relating to the Borrower Participant is capable of and has made Its own investigation of the Borrower in connection with its decision to purchase the participation Participant will continue to make Its own Independent investigations and decisions concerning its participation
5.03 Nonreglstration Participant understands that its
participation in the Loan has not been registered under the Securities Act of 1933 as amended by the Trust Indenture Act of 1939 as amended or under the securities laws of any state
5.04 Purchase as Trustee Participant is purchasing Its
participation as Trustee for the benefit of the employee benefit plans set forth on Schedule to Transaction Trust Agreement No ____________
5.05 Consultation with Legal Counsel Participant has
consulted with and been advised by its own legal counsel as to the significance of the representations contained in this agreement NONASSIGNABLE AND NONTR.ANSFERABLE This agreement is neither assignable nor transferable by either party without the consent of the other except for affiliates subsidiaries and successors of either party MODIFICATION AMENDMENT AND WAIVER The provisions of this agreement may be amended modified or temporarily waived from time to time but each amendment modification or temporary waiver as the case may be must be approved in writing by bot Participant and Lender TERMINATION
8.01 Ujon Default If either party but not both defaults
in its obligations under this agreement and the default remains uncured for ten 10 days after written notice the nondefaulting party may terminate this agreement Upon termination the defaulting party shall repurchase the nondefaulting partys entire participation at par plus accrued interest and this agreement shall be cancelled
8.02 Upon Disagreement If default occurs under the Loan
and either Lender or Participant but not both does not agree to waive the default then the one that does not agree to waive the default may terminate this agreement upon written notice to the one that is agreeable to waiving the default Within reasonable time after receipt of such notice of termination the one agreeable to waiving

the default shall either purchase for itself or find another to purchase the nonwaiving partys participation interest at par plus accrued interest or if Lender is the one agreeable to waiving the default promptly begin and prosecute collection of the Loan or permit if Participant is the one agreeable to waiving the default Lender to do so This agreement shall terminate upon the purchase of the nonwaiving partys participation interest or the completion of collection of the Loan as the case may be INTERPRETATION
9.01 Captions and Headings Captions and headings are used
for convenience and reference only and shall not be used in construing or interpreting this agreement
9.02 Law This agreement shall be governed and construed
according to the laws of Louisiana
BY___________________________________ Title ________________________ BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION TRUSTEE BY_________ Title MG dj 5/23/84 BATON

EXHIBIT
BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
CONSTRUCTION INDUSTRY INVESTMENT PLAN Shutnaker Loop Kendrick North Courthouse Square 1000 Jackson Toledo Ohio 43624 800 6625056

INDEX
Page
ARTICLE DEFINITIONS
Section Union
Section Association
Section Employee Benefit Plan
Section Employee Benefit Plan Contributions
Section Plan
Section Delegate
Section ERISA
Section Foundation
Section Member
Section 10 Founder Members
Section 11 Additional Member
Section 12 Foundation Agreement
ARTICLE II PLAN OPERATION
Section Roster of Lenders
Section Receipt of Commitments
Section Transmittal of Data
Section Rules and Regulations
Section Employee Benefit Plan Account
Section Records of Investments
Section Investments
Section Principal Payments
Section Interest Payments
Section 10 Participations
Section 11 Mortgage Loan Commitments
Section 12 CoParticipations
Section 13 Limited Investment
Section 14 Participation Requirements
Section 15 Department of Labor Regulations
Section 16 Recordkeeping
Section 17 Take Out Loan Commitments
ARTICLE III SPENDTHRIFT PROVISIONS 10
ARTICLE IV EFFECTIVE DATE AND TERMINATION 11
Section Effective Date 11
Section Termination and Distribution 11
Section Alternate Distribution 11
Section Amendments 11

Page
ARTICLE CONSTRUCTION 12
Section Governing Law 12
Section Validity of Documents 12
Section Effect of Illegality 12
Section Judicial Construction 12
Section Extent of Delegate Liability 13
Section Titles 13
Section Execution 13
Section Severability 13
ii

BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
CONSTRUCTION INDUSTRY INVESTMENT PLAN THIS AGREEMENT made and entered Into at Baton Rouge Louisiana by and among the Delegates appointed by the Employee Benefit Plans who are the Founder Members of the Baton Rouge Building and Construction Industry Foundation as those terms are hereinafter defined WHEREAS certain of said Employee Benefit Plans the Founder Members have established Foundation known as the Baton Rouge Building and Construction Industry Foundation to enable the Boards of Trustees of said Employee Benefit Plans which become parties to the Foundation to make legal and prudent Investments on combined and consolidated basis but compliant in all respects with all requirements of LMRA ERISA and the Code and WHEREAS the Founder Members have appointed their respective Delegates and WHEREAS the Delegates by the terms of the Foundation Agreement are empowered to establish Plan for the Foundation and WHEREAS the Delegates desire to implement and effectuate the provisions of the Foundation by setting forth the terms and provisions of the Plan for the Foundation NOW THEREFORE In consideration of these premises the mutual covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged it is agreed by and among the Delegates as follows

ARTICLE
DEFINITIONS
SECTION UNION
The term Union as used herein shall mean any labor organi zation which is the duly designated collective bargaining representative of workmen engaged in the building and construction industry in the greater Baton Rouge Louisiana area and cosponsor of any Employee Benefit Plan which becomes party to the Foundation
SECTION ASSOCIATION
The term Association as used herein shall mean any associa tion of employers which is the representative of Employersengaged in the building and construction industry in the greater Baton Rouge Louisiana area who employ workmen represented by Union and cosponsor of any Employee Benefit Plan which becomes party to the Foundation
SECTION EMPLOYEE BENEFIT PLAN
The term Employee Benefit Plan as used herein shall mean any employee benefit plan as defined in Section 33 of ERISA which is sponsored by one or more Unions and one or more Associations becomes party to the Foundation and Is exempt from taxation by virtue of
Section 501a of the Code
SECTION EMPLOYEE BENEFIT PLAN CONTRIBUTIONS
The term Employee Benefit Plan Contributions as used herein shall mean payments made to the Foundation by participating Employee

Benefit Plans in accordance with this Plan and/or the Fbundation Agreement
SECTION PLAN
The term Plan as used herein shall mean the program methods and procedures for the investment of monies from the Employee Benefit Plans by the Delegates as set forth herein
SECTION DELEGATE
The term Delegate as used herein shall mean delegate to the Foundation appointed pursuant to Article II Section 2.07 or
Article II Section 2.08 of the Foundation Agreement
SECTION ERISA
The term ERISA as used herein shall mean the Employee Retirement Income Security Act of 1974 as amended and regulations of the Department of the Treasury and the Department of Labor promulgated thereunder
SECTION FOUNDATION
The term Foundation as used herein shall mean the Baton Rouge Building and Construction Industry Foundation as originally adopted and as it may be subsequently amended
SECTION MEMBER
The term Member as used herein shall mean both the Founder Members who are the original signatories to the Foundation Agreement and such Additional Members as may hereafter and from time to time be admitted pursuant to the provisions of Article II Section 2.04 of the Foundation Agreement The term shall not include any Founder Member or Additional Member whose membership shall have terminated prior to the pertinent determination of Member status
SECTION 10 FOUNDER MEMBERS
The term Founder Members as used herein shall mean those Employee Benefit Plans which are signatories to the Foundation Agreement
SECTION 11 ADDITIONAL MEMBER
The term Additional Member as used herein shall mean an Employee Benefit Plan which is not Founder Member and which is

admitted to participation in the Foundation pursuant to Article II
Section 2.04 of the Foundation Agreement
SECTION 12 FOUNDATION AGREEMENT
The term Foundation Agreement means the document estab lishing the Baton Rouge Building and Construction Industry Foundation

ARTICLE II
PLAN OPERATION
SECTION ROSTER OF LENDERS
The Delegates shall establish contact with and shall maintain roster of all banks savings and loan associations and mortgage brokers involved in generating bidding approving and funding of construction loans to general contractors in the geographic juris dictions set forth in the collective bargaining agreement between the Union and the Association
SECTION RECEIPT OF CONMITMENTS
The Delegates shall solicit receive consider and transmit all binding enforceable commitments made by all cooperating banks savings and loan associations and mortgage brokers whether or not they are for loans to local or nonlocal developers for local or nonlocal construction projects or for unionbuilt or nonunionbuilt construction projects which shall comply with the terms conditions and provisions of Prohibited Transaction Exemption 761 and which comply with the guidelines adopted by the Delegates and which are attached hereto and incorporated herein
SECTION TRANSMITTAL OF DATA
All data obtained by the Delegates from banks savings and loan associations and mortgage brokers as hereinbefore described shall be promptly transmitted to the Boards of Trustees of the Employee Benefit Plans participating herein at such time and in such manner as shall be determined by the Delegates with the approval of the parti cipating Employee Benefit Plans
SECTION RULES AND REGULATIONS
The Delegates shall promulgate rules and regulations applicable to those Employee Benefit Plans which desire to participate in any of the proffered construction mortgage loan participations setting forth the manner in which the Employee Benefit Plans desiring to participate therein shall notify the Delegates of such fact of the amount of such participation and such other information as the

Delegates deem appropriate In no event shall the Delegates make any investment decision for or on behalf of any participating Employee Benefit Plan
SECTION EMPLOYEE BENEFIT PLAN ACCOUNT
If an Employee Benefit Plan decides to participate in any one or more of the offered construction mortgage participations the Board of Trustees of the Employee Benefit Plan shall forward to the Delegates the dollar amount of its participation therein The contributions from the Employee Benefit Plans participating in each transaction shall be promptly transmitted to the lead lender
SECTION RECORDS OF INVESTMENTS
The Delegates shall keep records as to each investment here under including the names of all participating Employee Benefit Plans the nature and extent of the participation copies of all loan documents records of periodic payments of principal and interest on the investment and such other information as the Delegates with the advice of theIr professional advisors shall determine Copies of this infor mation shall be made available on regular basis to all Employee Benefit Plans participating in each said investment
SECTION INVESTMENTS
All investments shall be registered in the name of the Foundation Payments to fund the investments shall be made by the Delegates Repayments of principal and interest shall be made to and in the name of the Delegates
SECTION PRINCIPAL PAYMENTS
The Delegates shall on regular basis remit to all parti cipating Employee Benefit Plans their pro rata shares of principal repayment and income earned on their respective participations in each investment
SECTION INTEREST PAYMENTS
The Delegates shall receive and record all payments of interest on interim holding account investments The income from such investments shall be used first to pay all expenses attendant to the operation of the Foundation and shall thereafter be distributed pro rata to participating Employee Benefit Plans To the extent expenses attributable to the operation of the Foundation remain after the application of the preceding sentence remittances of the pro rata

shares shall be made to the participating Employee Benefit Plans net of expenses on pro rata basis
SECTION 10 PARTICIPATIONS
All participations purchased by the Members and taken by the Foundation shall be coparticipations with the originating bank or savings and loan association and shall not be the purchase of an interest in any existing investment from the bank or savings and loan The aggregate interest of all Members in single participa tion shall not exceed fifty per cent 50Z of the total loan commitment In all participations the Members shall receive from the lead lender as part of their participation interest at or above the prevailing market rate of interest for comparable commercial financing transactions and their pro rata share of the financing points to the extent the points represent return on the loan and not compensation and/or reimbursement to the originating bank savings and loan asso ciation or mortgage broker for the actual expenses incurred and/or services rendered in servicing the construction mortgage loan
SECTION 11 MORTGAGE LOAN COMMITMENTS
The Delegates shall not consider any construction mortgage loan commitments for purchase of participation through the Foundation unless the bank savings and loan association or mortgage broker originating the commitment has valid legal binding and enforceable commitment to the loan applicant and the borrower for the construction mortgage loan without regard to participation by any Employee Benefit Plan participating in the Foundation
SECTION 12 COPARTICIPATIONS
All participations purchased by an Employee Benefit Plan shall be coparticipations with the originating bank or savings and loan association in the commitments and not the purchase of an existing investment from the bank or savings and loan association
SECTION 13 LIMITED INVESTMENT
In no event shall any Employee Benefit Plan invest

more than ten per cent 10% of the assets of said Employee Benefit Plan at cost in any single participation investment nor more than thirtythree and onethird per cent 33 1/3% of the assets of said Employee Benefit Plan at cost in all of the participation investments obtained through the Foundation The Foundation shall not participate in any participating construction mortgage loan in which the originating bank or savings and loan association has less than fifty per cent 50% interest in the loan
SECTION 14 PARTICIPATION REQUIREMENTS
In any participation purchase by the Delegates through the Foundation with the originating bank or savings and loan association an Employee Benefit Plan shall require that the loan is made at or above the prevailing market rate of interest for comparable commercial financing transactions and said Employee Benefit Plan receives its pro rata share of the financing points to the extent the points represent return on the loan and not compensation and/or reimbursement to the bank or savings and loan association for actual expenses incurred and/or services rendered in servicing the construction mortgage loan
SECTION 15 DEPARTMENT OF LABOR REGULATIONS
The Delegates do hereby adopt and expressly make part of this Plan Department of Labor Regulation Section 2550.408b2e and the examples of Regulation Section 2550.408b2f Without limiting the generality of the foregoing any Delegate who has an Interest in the employer entity which is involved in construction project to be financed by commitment the participation in which is being considered by the Foundation shall abstain from voting on the participation determination absent himself from the Delegates meeting room when the issue of the purchase of participa tion in said commitment Is under discussion and consideration and

represent on the record that he has not discussed the participation with any other Delegate nor has he attempted to exert any influence upon any Delegate with regard to the issue
SECTION 16 R.ECORDKEEPING
The Foundation shall maintain or cause to be maintained for period of six years from the date of each loan participation such records as are necessary to enable the Department of Labor the Internal Revenue Service the Plans participants and beneficiaries or any employee organization whose members are covered by the Plan to determine whether all conditions of the Department of Labors prohibited transaction exemption have been met
SECTION 17 TAKE OUT LOAN COMMITI4ENTS
Before the Loan Is made the Foundation shall receive from the lending institution written commitment for permanent financing from person other than participating Plan or the Foundation to enable full repayment of the participating loan upon completion of construction

ARTICLE III
SPENDTHRIFT PROVISIONS
No part of any benefits to be given hereunder or payments of any benefits shall be assigned alienated or in any manner encumbered Tf by reason of any such act by operation of law by the happening of any event or for any other reason except by an act authorized by the Delegates any such benefit payment or account shall cease to be enjoyed by any employee or beneficiary of any Employee Benefit Plan participating herein either directly or indirectly or if by reason of an attempt of such employee or beneficiary to alienate charge or encumber the same or by reason of the bankruptcy or insolvency of such employee or his beneficiary or because of any attachment garnishment execution or other proceedings or any order finding or judgment of any court of law or equity the same except for this provision would vest in and be enjoyed by some other person firm corporation or otherwise than as provided for herein then all of the rights and benefits provided for herein for any such employee or beneficiary shall cease and desist and thereafter any such benefit or payment on account of any such benefit which would have been enjoyed by such employee or beneficiary except for this provision shall be held and disposed of by the Delegates may cause to be paid or expended for the support care and maintenance of said employee or beneficiary out of the monies due said employee or beneficiary such sums as in their discretion shall be deemed just an4 proper which do not exceed the amount withheld for the benefit of said employee or beneficiary

ARTICLE IV
EFFECTIVE DATE AND TERMINATION
SECTION EFFECTIVE DATE
The Plan created hereby shall become effective on the 1st day of July 1984
SECTION TERMINATION AND DISTRIBUTION
The Plan may be terminated at any time by agreement of majority of the Delegates then serving In the event of such termination no further investments shall be made by the Delegates in construction loans all future remittances to the Delegates shall be placed in an incomeproducing account in the name of the Delegates and expenses applicable to the operation of the Plan and the Foundation shall be paid as herein provided At such time as the Delegates determine the Delegates shall distribute on pro rata basis the proceeds of such loans plus any additional income from the interestbearing account less any applicable expenses to the Employee Benefit Plans participating at the time of termination Notwithstanding the termination of the Plan winding up period shall follow such termination to enable the Delegates to conclude the operations of the Plan including the collection of principal and interest payments and the payment of expenses
SECTION ALTERNATE DISTRIBUTION
In lieu of the distribution set forth in Section hereof upon the agreement of majority of the Delegates then serving the Delegates may after all obligations of the Foundation have been set aside or actuarially secured turn over any surplus monies and property In the Foundation to any future foundation that may be created through the collective bargaining process
SECTION AMENDMENTS
This Plan may be amended at any time and from time to time by majority vote of the Delegates

ARTICLE
CONSTRUCTION
SECTION GOVERNING LAW
This Plan is created and accepted in the State of Louisiana and all questions pertaining to the validity or construction hereof and of the acts and transactions of the parties hereto shall be determined in accordance with the laws of the State of Louisiana except as to matters governed by federal law
SECTION VALIDITY OF DOCUMENTS
Anything herein contained to the contrary notwithstanding the Delegates shall not have any responsibility for the validity of this Plan or for the form genuineness validity or sufficiency or effect of any insurance contract at any time included in the Foundation or for the act of any person or persons which may render any such contract null and void or for the failure of any insurance company to pay the proceeds and avails and benefits of any such contract as and when the same shall become due and payable or for any delay occasioned by reason of any restriction or provision contained in any such contract or if for any reason whatsoever any contract shall lapse or otherwiàe become uncollectible
SECTION EFFECT OF ILLEGALITY
Should any provision of this Plan be held to be unlawful as to any person or instance such provision or fact shall not adversely affect the other provisions herein contained or application of said provisions to any other person or instance unless such legality shall make impossible the function of the Foundation or the Plan No Delegate shall be held liable for any act done or performed in pursuance of any provisions herein contained regardless of the fact that such provisions may be held unlawful prior to the time when such provisions shall in fact be held to be unlawful by court of competent jurisdiction
SECTION JUDICIAL CONSTRUCTION
The Delegates may take any legal action or proceeding they deem necessary to settle their accounts or to obtain judicial deter mination or declaratory judgment as to any question of construction of the Plan or for instruction as to any action thereunder Any such determination shall be binding upon all parties to or claiming under the Foundation Agreement and/or the Plan

SECTION EXTENT OF DELECATE LIABILITY
To the fullest extent permitted by law the costs and expenses of any action suit or proceeding brought by or against the Delegates or any of them including counsel fees court costs and also including the payment of any judgment and/or cost of settlement of any suit or proceeding which the Delegates may approve upon advice of their counsel that such judgment or settlement was in payment of an obligation owed or reasonably deemed to be owed by the Foundation shall be paid from the Foundation except in relation to matters as to which it shall be adjudged in such action suit or proceeding that such Delegate was acting in bad faith or was negligent in the performance of his duties hereunder
SECTION TITLES
Titles of articles and sections are for general information only and this Plan is not to be construed by reference thereto
SECTION EXECUTION
This Plan may be executed in any number of counterparts each of which shall have the force of an original and said counterparts shall constitute but one and the same instrument
SECTION SEVERABILITY
In the event that any article of this instrument or any part thereof is determined to be illegal or invalid such illegality or invalidity shall not affect the remaining provisions of this instrument as presently written or subsequently amended unless such illegality or invalidity prevents the Delegates from accomplishing the purpose of this Plan In such event the parties hereto individually and collectively agree to commence negotiations aimed at correcting any such defect

IN WITNESS WHEREOF the Employer Delegates and the Union Delegates have executed this Plan on this __________ day of ____________________ 1984 to be effective as of the date set forth in
Article IV Section
ENPLOYER DELEGATES UNION DELEGATES
MG dj
5/18/84
BATON2

GUIDELINES FOR CONSTRUCTION INDUSTRY INVESTMENTS BY ThE BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION The following guidelines are hereby adopted by the Delegates of the Baton Rouge Building and Construction Industry Foundation and are incorporated into and made part of the Baton Rouge Building and Construction Industry Foundation Construction Industry Investment Plan The lending institutions will initiate process and approve all applications for loans The leaders of the Baton Rouge Building and Construction Trades Industry will encourage owners developers and builders to apply to those lending institutions participating with the Foundation in its construction Industry invest ment program However the generation and approval of all loans rest solely and exclusively with the lending institutions The first contact by the lending institution with the Foundation will only be after the lending institution has made valid binding and enforceable construction mortgage loan commitment On periodic basis chronology to be worked out with each lending institution to its satisfaction the lending Institution will advise the administrator of the Foundation of all construction mortgage loan applications it has approved since the last communication and shall transmit to the Foundations administrator the loan package showing the borrower amount of the loan rate and terms of the loan and security contractor and subcontractors description of project etc The administrator of the Foundation will immediately copy and forward all information received to all Plans Within an acceptable time frame the Trustees of each Plan shall consider each loan commitment and make two determina tions shall the Plan participate in each loan and if so to what financial extent Each Plan shall then advise the administrator of the Foundation of its decisions on each loan commitment The administrator of the Foundation shall accumulate the responses from each Plan on each loan coimnitment and shall notify the lending institution

if there will be participation in each loan and if so in what aggregate amount The Foundation shall act as trustee under Transaction Trust Agreement for each participation The lending institution will .deal only with the Foundation as trustee not with the individual Plans or Trustees The Foundation as trustee will execute Participation Agreement with the lending institution with the Foundation as the participant and the lending institution as lead lender 10 Within ten 10 days of the execution of the Transaction Trust and the Participation Agreement each participating Plan will fund one hundred per cent 100% of its participation to the lending institution The lending institution shall keep all of the partici pants funding invested for the participants account until drawn down 11 The lending institution as lead lender will fully service the loan without involvement by the Foundation or the participating Plan 12 The transactions shall be documeated and handled as participating construction mortgage loans in accordance with -the rules practices and procedures of the lending institution 13 The Trustees of each Plan shall receive and consider all loan commitments from all cooperating lending institutions for which legally binding and enforceable commitment has been made whether the commitments are for local developers or nonlocal developers local construction projects or nonlocal construction projects and Cc unionbuilt construction projects or nonunionbuilt construction projects Provided however that the cooperating lending institutions shall not be required to submit to the Foundation all commitments for construction mortgage loans unless its customerborrower shall have consented to the invitation for participation by the Foundation which partici pation by the Foundation shall be affirmatively recommended by the lending institution

the commitment shall be in the amount of Two Hundred Thousand Dollars $200000.00 or more and the loan is generated by branch or affiliate of the lending institution and/or is for construction to be performed in the geographic jurisdiction of the Foundation 14 All participations purchased by the Plans shall be coparticipations with the originating lending institutions in the commitments and not the purchase of an existing investment from the institutions 15 In no event shall any Plan invest more than ten per cent 10% of the assets of the Plan at cost in any single participation investment nor more than thirtythree and onethird per cent 33 1/3% of the assets of the Plan at cost In all of the participation investments obtained through the Foundation 16 In no event shall the aggregate participation through the Foundation be more than fifty per cent 50% of the total loan 17 In any participation purchase by Plan through the Foundation with the originating lending institution the Plan shall require that the loan is made at or above the prevailing market rate of interest for comparable commercial financing trans actions and the Plan receive its pro rata share of the financing points to the extent the points represent return on the loan and not compensation and/or reimbursement to the lending institution for actual expenses incurred and/or services rendered In servicing the construction mortgage loan 18 The Trustees of the Plans shall adopt and expressly make
part of their Plan documents Department of Labor Regulation Section
2550.408b2e and the examples of Regulation Section 2550.408b2f Without limiting the generality of the foregoing any Trustee of any Plan who has an interest in the employer entity which is involved in construction project to be financed by commitment the participation in which is being considered by the Plan shall abstain from voting on the participation determi nation

absent himself from the Trustees meeting room when the issue of the purchase of participation in said commit merit is under discussion and consideration and represent on the record that he has not discussed the participation with any other Trustee nor has he attempted to exert any influence upon any Trustee with regard to the issue 19 In considering and acting upon the purchase of partici pation in any commitment the Trustees of each Plan shall act in strict compliance with ERISA Section 404a 20 Before the loan is made the Foundation shall receive from the lending institution written commitment for permanent financing from person other than participating Plan or the Foundation to enable full repayment of the participating loan upon completion of construction 21 The Foundation shall maintain or cause to be maintained for period of six years from the date of each loan participation such records as are necessary to enable the Department of Labor the Internal Revenue Service the Plans participants and beneficiaries any employer of Plan participants and beneficiaries- or any employee organization whose members are covered by the Plan to determine whether all conditions of the Department of Labors prohibited transaction exemption have been met MG dj 5/31/84 BATON2

EXHIBIT
TRANSACTION TRUST AGREEMENT
BATON ROUGE BUILDING AND
CONSTRUCTION INDUSTRY FOUNDATION
AND
TRUST NO ____________________
Shuinaker Loop Kendrick
North Courthouse Square
1000 Jackson
Toledo Ohio 43624
800 6625056

TABLE OF CONTENTS
Page
ARTICLE DEFINITIONS
Section 1.01 Agreement
Section 1.02 Beneficiary
Section 1.03 Code
Section 1.04 ERISA
Section 1.05 Foundation
Section 1.06 Interest
Section 1.07 Transaction
Section 1.08 Trust
Section 1.09 Trust Counsel
Section 1.10 Trustee
ARTICLE II CREATION TRUSTEE BENEFICIAL INTERESTS
Section 2.01 Creation of Trust
Section 2.02 Beneficial Interests
Section 2.03 Principal Office
Section 2.04 Fiscal Year and Accounting Method
Section 2.05 Contributions
Section 2.06 Failure to Make Contributions
ARTICLE III PURPOSES OF TRUST
ARTICLE IV DUTIES RIGHTS AND POWERS OF TRUSTEE
Section 4.01 Duties of the Trustee
Section 4.02 Powers of the Trustee
Section 4.03 General Duties Rights Privileges and
Liabilities of the Trustee
Section 4.04 Limitation on Powers 11
Section 4.05 Compensation 11
Section 4.06 Custodian of Trust Accounts 11
ARTICLE SUCCESSOR TRUSTEES 12
Section 5.01 Resignation of Trustee 12
Section 5.02 Removal of Trustee 12
Section 5.03 Appointment of Successor Trustee 12

Page
ARTICLE VI TRANSFER OF ASSETS ACQUISITION OF
ADDITIONAL INTERESTS 13
Prohibition of Transfers of Interests Loss of Exempt and Qualified Status of Beneficiary Redemption and Liquidation Acquisition of Additional Interests
ARTICLE VII TAX QUALIFICATION AND EXEMPTION 16
Section 7.01 Maintenance of Status 16
ARTICLE VIII TERMINATION 17
ARTICLE IX GENERAL PROVISIONS 19
Section 9.01 19
Section 9.02 19
Section 9.03 19
Section 9.04 19
Section 9.05 19
Section 9.06 19
Section 9.07 20
Section 9.08 20
Section 9.09 20
Section 9.10 20
Section 9.11 20
Section 9.12 20
Section 9.13 20
Section 6.01
Section 6.02
Section 6.03
Section 6.04
Governing Law
Notices
Amendments
Headings
Severability
Expenses of Disputes
No Third Party Rights
Counterparts Effectiveness
Loss of Qualified Status of Trust
Disputes Arbitration
Other Documents
Partition and Accounting
No Diversion ii

TRANSACTION TRUST AGREEMENT
THIS TRANSACTION TRUST AGREEMENT the Agreement is entered into this _________ day of ________________________ 198_ by and among BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION the 1Trustee and those Members of the Foundation participating in this Trust the Beneficiaries which are set forth in Exhibit hereto WHEREAS certain investment proposal which is summarized for purposes of identification only on Exhibit attached hereto has been reviewed and approved by the Beneficiaries and each desires to establish trust the Trust pursuant to which they will collectively provide funds to finance the proposed transaction the Transaction and WHEREAS the Beneficiaries desire to appoint the Trustee as the trustee of the Trust to serve upon the terms and conditions set forth herein and the Trustee is willing to serve in such capacity and upon such terms and conditions and WHEREAS it is intended that the Trustee will finance in whole or in part the Transaction and that until the funding of the Transaction the funds contributed to this Trust by the Beneficiaries may be invested by the Lead Lender upon the terms set forth in the Participation Agreement with it and WHEREAS each of the Beneficiaries is trust which is exempt from federal and state income taxation under the terms of the Internal Revenue Code the Code as hereinafter defined and applicable state income tax statutes and Is qualified trust as that term is defined in the Code and WHEREAS It Is intended that the Trust itself shall be similarly exempt from federal income taxation and that the Trustee and the Beneficiaries shall cooperate In taking such actions as may be necessary or desirable to assure the continuance of that exempt status and WHEREAS each of the Beneficiaries desires to make contribu tions to the Trust to best utilize its assets to the benefit of participants and investments

NOW THEREFORE in consideration of the foregoing and of the mutual promises set forth herein the parties hereto agree as follows

ARTICLE
DEFINITIONS
The following terms and phrases shall for purposes of this Agreement unless the context clearly indicates to the contrary have the meanings set forth herein
Section 1.01 Agreement The term Agreement shall mean
this Agreement and any amendments addenda supplements exhibits or modifications hereto The terms hereof hereunder herewith and hereto shall each refer to this Agreement
Section 1.02 Beneficiary The term Beneficiary shall mean
any trust forming part of any employee benefit plan that is and continues to be exempt from federal Income taxation under the Code and that is and continues to constitute qualified trust as that term Is defined under the Code and that shall be party to this Agreement
Section 1.03 Code The term Code shall mean the Internal
Revenue Code of 1954 as amended from time to time or any successor statute or statutes
Section 1.04 ERISA The term ERISA shall mean the
Employee Retirement Income Security Act of 1974 and any amendments thereto and regulations promulgated thereunder
Section 1.05 Foundation The term Foundation shall mean
the entity formed pursuant to that certain agreement establishing the Baton Rouge Building and Construction Industry Foundation
Section 1.06 Interest The term Interest shall mean the
beneficial interest owned by each Beneficiary under the Trust
Section 1.07 Lead Lender The term Lead Lender shall mean
the bank savings and loan association or other financial organization with which the Trustee has entered into Participation Agreement setting forth the respective interests of the Lead Lender and the Trustee In the Transaction and the duties of the Lead Lender including but not limited to the interim investment of the funding and the servicIng of the Transaction
Section 1.08 Transaction The term Transaction shall mean
that certain transaction Identified in Exhibit attached hereto
Section 1.09 Trust The term Trust shall mean the trust
created hereunder

Section 1.10 Trust Counsel The term Trust Counsel shall
mean Shumaker Loop Kendrick or any successor legal counsel to the Trust
Section 1.11 Trustee The term Trustee shall mean the
Foundation or any successor trustee or trustees as provided in Article of this Agreement

ARTICLE II
CREATION TRUSTEE BENEFICIAL INTEREST
Section 2.01 Creation of Trust The Beneficiaries hereby
establish this Trust and the Trustee hereby accepts such Trust on the terms and conditions set forth in this Agreement The name of this Trust shall be Baton Rouge Building and Construction Industry Foundation Trust No ______ The corpus of the Trust shall consist of such property as shall from time to time be delivered to the Trustee in trust under this Agreement which shall be invested by the Trustee with the Lead Lender in the Transaction described in Exhibit
Section 2.02 Beneficial Interests The Beneficiaries of the
Trust shall be those trusts named on Exhibit attached hereto and their respective Interests shall be in the amounts and the proportions set forth on Exhibit hereto Each Beneficiary hereby represents to the other Beneficiaries and to the Trustee that such Beneficiary has its principal office in the State of Louisiana and is acquiring its Interest in the Trust for its own account for investment and not with view to or for resale in connection with any distribution of such Interest
Section 2.03 Principal Office The Trust shall have its
principal office in the East Baton Rouge Parish State of Louisiana
Section 2.04 Fiscal Year and Accounting Method The fiscal
year of the Trust shall end on December 31 of each year The books and records of the Trust shall be maintained on an accrual basis provided however that the Trustee may upon the recommendation of the independent certified public accountant retained by the Trust change or modify the accounting basis on which the books and records of the Trust are kept in whole or in part
Section 2.05 Contributions In the event the Transaction
consists of construction loan or other immediate investment require ment each Beneficiary shall concurrently with its execution of this Agreement provide to the Trustee an amount of cash or its equivalent acceptable to the Trustee equal to its total contribution as set forth beside its name on Exhibit attached hereto
Section 2.06 Failure to Make Contributions In the event
for any reason any Beneficiary the Defaulting Beneficiary shall fail to make any payment required to be made by it in accordance with the provisions of this Trust Agreement ten 10 calendar days after written notice from the Trustee to the Defaulting Beneficiary and if such default then continues the Trustee shall offer Interests corres ponding to theDefaulting Beneficiarys unfunded portion the Unfunded

Portion to the remaining Beneficiaries in the same ratio that the amount of the original subscription of each of such remaining Beneficiaries bears to the total original subscription of such remaining Beneficiaries To the extent that any part of the Unfunded Portion then remains unsubscribed the remaining Beneficiaries shall then be given an opportunity by the Trustee to subscribe on the same basis to such remaining unsubacribed portion of the Unfunded Portion If any portion of the Transaction remains unsubscribed by the Beneficiaries the Lead Lender shall accept and fund the unsubscribed interest

ARTICLE III
PURPOSES OF TRUST
The primary purposes of the Trust are to provide an entity through which one or more commitments may be issued to cover the Transaction the Transaction may be funded and the Benefi ciaries may diversify their portfolio of investments Until the time the Transaction is funded by the Lead Lender and subject to Section 4.02c below the duty of the Trustee shall be to forward the contribu tions by the Beneficiaries to the Lead Lender which shall invest the amounts contributed by the Beneficiaries in the types of income producing investments specified on Exhibit attached hereto with all income from such investments to be distributed to the Beneficiaries entitled thereto on the basis of the respective amounts of their contributions and the dates on which such contributions were made

ARTICLE IV
DUTIES RIGHTS AND POWERS OF TRUSTEE
Section 4.01 Duties of the Trustee Subject to the provi
sions of Section 4.02e below the Trustee shall have the following duties Reasonably and promptly after the establishment of the Trust to forward the amount of the funding by the Bene ficiaries to the Lead Lender in the transaction to invest the funds contributed by the Beneficiaries subject to the establishment of any reserve pursuant to Section 4.02c below in the types of incomeproducing investments specified on Exhibit attached hereto consistent with ERISA objectives until the Lead Lender completes the funding of the Transaction which is the subject of this Trust Reasonably and promptly after the establishment of the Trust to execute and deliver one or more commitments in the name of the Trust and on its behalf in the form proposed and approved by Trust Counsel pursuant to which the Trust shall become committed to fund the Transaction Reasonably and promptly to distribute to the Bene ficiaries entitled thereto in accordance with Article II hereof all interim income received from the investments referred to in Section 4.01a above subject to the estab lishment of any reserves pursuant to Section 4.02c below During the period of the commitment to execute such documentation and take such actions as shall be directed by Trust Counsel acting within its field of responsibility in order to satisfy the Trusts obligation under the commitment To reasonably and promptly distribute all net cash flow generated by the Transaction to the Beneficiaries in accordance with their Interests subject to the establishment of any reserves pursuant to Section 4.02c below and subject to the investment until distributed of such net cash flow in any of the investments permitted in Exhibit or those set forth in Section 4.02c below To provide the Beneficiaries the following regular reports as well as such additional reports and information as may reasonably be requested by the Beneficiaries or by Trust Counsel

Within one hundred twenty 120 days after the end of each fiscal year of the Trust report containing balance sheet of the Trust as of the end of such fiscal year statement of income and expenses and statement of source and application of funds for such fiscal year which balance sheet and statements shall be audited and reported upon by the independent certified public accountants retained by the Trust Such reports shall specify those expenses reimbursed to the Trustee Within thirty 30 days after the end of each fiscal quarter including the fourth fiscal quarter of each fiscal year of the Trust an unaudited quarterly financial report consisting of at least balance sheet for the Trust as of the end of such quarter statement of income and expenses and statement of source and application of funds for such quarter Such other periodic reports and informa tion as any of the Beneficiaries or Trust Counsel may request in order to comply with the requirements of ERISA or other applicable federal or state laws or the regulations of the Internal Revenue Service the Department of Labor or any other federal state or local government agency having jurisdiction
Section 4.02 Powers of the Trustee The Trustee shall have
and may exercise In furtherance of the purposes of the Trust the following discretionary powers with respect to any and all property real or personal forming part of the Trust or at any time held by the Trust as well as any and all other powers conferred by law and by this Agreement To incur reasonable expenses fees and costs on behalf of the Trust To pay the reasonable expenses fees and costs of the Trust To establish reasonable reserves with respect to the anticipated liabilities expenses fees and costs of the Trust and to invest and reinvest Trust assets held as reserves either as permitted In Exhibit attached hereto or in certificates of deposit bankers acceptances United States government securities insured savings accounts and money market mutual funds or to hold any part of the Trust

funds in cash or uninvested for any period during which the Trustee deems reasonable prudent and in the best interests of the Trust and the Beneficiaries To employ agents brokerdealers attorneys accountants and bookkeepers and to pay their reasonable fees as expenses of the Trust To consult with Trust Counsel regarding the Trustees duties and responsibilities or actions which may be contemplated To appear in prosecute or defend any action in connection with the activities of the Trust To deduct from and charge against the Trust any taxes paid by the Trustee which may be imposed on the Trust or any property owned by the Trust or which the Trustee may be required to pay with respect to the interest of any person therein Notwithstanding any of the foregoing subparagraphs through the Trustee shall not incur any expense or pay any amount on behalf of the Trust in excess of Two Thousand Five Hundred Dollars $2500.00 without the prior written consent of the Beneficiaries holding majority of the Interests in the Trust
Section 4.03 General Duties Rights Privileges and
Liabilities of the Trustee In addition to and notwithstanding its duties rights privileges and liabilities set forth elsewhere herein the Trustee shall have the following duties rights and privileges and shall be subject to the following liabilities Subject to Section 4.02e above the Trustee shall undertake such actions as it may deem necessary at any and all times to protect the Trust and the rights and interests of the Beneficiaries pursuant to the terms of this Agreement Subject to the provisions of ERISA the Trustee shall not be responsible for or in respect of the recitals herein or the validity or sufficiency of this Agreement and the Trustee shall in no event assume or incur any liability duty or obligation to any Beneficiary or to the beneficiaries of any Beneficiary other than as expressly provided for herein and specifically for the decisions of the Beneficiaries to enter into the Transaction

Should the Trustee with the proper consent or direction of majority of the Beneficiaries appear in prosecute or defend any action in connection with the activities of the Trust any cost to the Trustee from such conduct shall constitute an expense of the Trust reimbursable from the assets of the Trust provided that such action is not the result of any conduct or inaction of the Trustee which is finally adjudged to be breach of any of its duties Subject to the provisions of ERISA the Trustee shall have no liability for the independent acts or omissions of the Beneficiaries or Trust Counsel Subject to the provisions of ERISA the Trustee shall not be liable or responsible for the default or misconduct of any independent advisor agent attorney accountant or bookkeeper other than an employee of the Trustee of the Trust if such independent advisor agent attorney accountant or bookkeeper shall have been selected and retained with reasonable care unless the Trustee knowingly participates in such default or misconduct and fails to take reasonable remedial action or through negligence in the performance of its own specific responsibilities hereunder has enabled such default or misconduct to occur Except as may be imposed directly upon the Trustee under ERISA the Code or any comparable provision of the law the Trustee shall not be liable for any tax or other govern mental charge imposed upon or in respect of the Trust or upon it as Trustee hereunder which may be required under any present or future law of the United States of America any state of the United States or of any other taxing authority having jurisdiction For all such taxes and charges and for any expense including attorneys fees which the Trustee may sustain or incur with respect to such tax or charge the Trustee shall be reimbursed from the Trust The duties responsibilities liabilities and prohi bitions of the Trustee under this Agreement shall be determined solely by the express provisions of this Agreement and no further duties responsibilities liabilities or pro hibitions shall be Implied or Imposed except that the Trustee shall comply with all applicable federal and state laws and regulations relating to trustees or fiduciaries The Trustee shall Incur no liability in acting upon any papers documents data or information believed by It to be genuine and accurate and to have been made executed delivered or assembled by the proper party or parties The Trustee may delegate any of its

powers or duties from time to time to any of its employees or agents
Section 4.04 Limitations on Powers Notwithstanding any
other provisions in this Agreement the Trustee shall not Leverage mortgage or hypothecate Trust assets or otherwise borrow money Except as specifically permitted by this Agreement invest or lend any Trust assets to any person firm or cor poration for any purpose whatsoever Cc Accept any contribution or subscription from any person other than Beneficiary
Section 4.05 Compensation The Trustee shall receive no
compensation for its services pursuant to this Agreement
Section 4.06 Custodian of Trust Accounts Subject to the
investment of Trust funds in the investments permitted in Exhibit and those set forth in Section 4.02c above the Trust shall place and maintain all of its cash and securities and may place and maintain its instruments evidencing the Transaction in the custody of one or more banks or savings and loan institutions maintaining an office in East Baton Rouge Parish Louisiana to be selected by the Trustee to act as custodian or custodians Such funds and accounts shall be held in the name of the Trust and separate from other funds and accounts of such banks or of their other customers and shall not be commingled with other funds of the banks or of their other customers

ARTICLE
SUCCESSOR TRUSTEE
Section 5.01 Resignation of Trustee The Trustee may resign
on at least sixty 60 days prior written notice to the Trust Counsel and each Beneficiary Such resignation shall not terminate the Trust
Section 5.02 Removal of Trustee At any time the Benef
ciarles by unanimous vote or written consent may remove the Trustee upon at least thirty 30 days prior written notice to the Trustee Such removal shall not terminate the Trust
Section 5.03 4ppointment of Successor Trustee In the event
notice of resignation or notice of removal has been given pursuant to
Section 5.01 or 5.02 above successor Trustee or two or more
successor cotrustees may be designated by majority of the Bene ficiaries Such successor Trustee shall by execution of this Agreement agree to act as Trustee of the Trust and to be subject to the terms and provisions of this Agreement commencing as of the date of such execution The resigning or removed Trustee shall promptly after notice from the successor Trustee forthwith deliver all assets of the Trust to such successor and deliver an accounting reflecting the activities of the Trust since the last accounting

ARTICLE VI
TRANSFER OF INTERESTS AND
ACQUISITION OF ADDITIONAL INTERESTS
Section 6.01 Prohibition of Transfers of Interests Except
as specifically provided in Section 6.03 below or where the Transaction is between Beneficiaries no Beneficiary shall sell assign pledge encumber or otherwise transfer its Interest in the Trust or any portion thereof unless prior thereto the Internal Revenue Service shall consent to such Transaction
Section 6.02 Loss of Exempt and Qualified Status of Benef
ciary If any Beneficiary receives final determination from the Internal Revenue Service or any equivalent state taxing authority to the effect that the Beneficiary is no longer exempt from federal and state income taxation under the Code as qualified trust within the meaning of the Code such Beneficiary shall notify the Trustee and the other Beneficiaries in writing within five days of such notice of loss of exemption in accordance with the procedure set forth in Section
6.03 below
Section 6.03 Redemption and Liquidation In the event
Beneficiary loses its exempt or qualified status as provided in Section
6.02 above and the Trustee exercises its rights under this Section 6.03
then subject to Section 4.02e the Trustees shall undertake any one of the following courses of action Redeem the Interest held by such Beneficiary The Trustee in its sole discretion may elect to pay accrued Interest in lump sum or by payment of series of install ments If such Interest is redeemed in lump sum payment shall be made in cash or its equiva lents paid on or prior to the last day of the second month succeeding the month in which such written notification of final determination as described in
Section 6.02 above is received by the Trustee In
the event of such lump sum payment the Interest being redeemed shall be valued by an independent third party appraiser selected by persons appointed by the Trustee and such Beneficiary If no such appraiser can be agreed upon then no lump sum shall be paid The value determined by such appraiser shall include the accrued but undistributed earnings to which such Beneficiary is entitled but shall

exclude the Beneficiarys share of reserves as determined by the Trustee in its sole discretion costs of the appraisal other costs associated with the redemption and other costs or expenses including attorneys fees and costs as result of the Beneficiarys ceasing to be qualified andexempt under the Code or as result of Beneficiarys breach of the Trust as the case may If such Interest is redeemed by payment of series of installments such installments shall be in cash shall consist of amounts to which such Beneficiary would have been entitled if it continued as Beneficiary and shall be paid at the same times as other Beneficiaries are paid less its share of reserves as determined by the Trustee in its sole discretion costs associated with the redemption and other costs or expenses including attorneys fees and costs as result of such Beneficiarys ceasing to be qualified or exempt under the Code Transfer an undivided interest in all of the Trusts property to the extent of such Beneficiarys Interest less its share of reserves as determined by the Trustee In Its sole discretion costs associated with the transfer and other costs of expenses including attorneys fees and costs as result of such Beneficiarys ceasing to be qualified and exempt under the Code or as result of such Beneficiarys breach of this Trust as the case may be to trust to similar custodial account or to similar entity for the benefit of such Beneficiary The costs of any tax ruling applied for by the Trustee In connection with such transfer shall In any event be borne by such Beneficiary Cc Take such other steps as It deems reasonably necessary or prudent in order to enable the Trust to retain its status as qualified and exempt under the Code It is expressly understood that in the event this Section 6.03 becomes operative with respect to Beneficiary such Bene ficiary shall forthwith cease to be Beneficiary of this Trust and shall have only the right to receive property representing its Interest In the Trust in the manner provided in this Agreement
Section 6.04 Acquisition of Additional Interests If
Beneficiary ceases to be qualified and taxexempt trust under the Code the Trustee In addition to Its rights set forth in Section 6.03

above shall first offer such Beneficiarys Interest to the remaining Beneficiaries and thereafter to the extent the Interest has not been subscribed by remaining Beneficiaries may in its sole discretion offer such Beneficiarys Interest or the remaining part thereof to other Beneficiaries on such terms and conditions as the Trustee and the remaining Beneficiaries shall agree

ARTICLE VII
TAX QUALIFICATION AND EXEMPTION
Section 7.01 Maintenance of Status Each of the Benef
ciaries hereby represents to the other Beneficiaries under the Trust as follows It is exempt from federal Income taxation under the Code and hereby agrees to use all reasonable efforts to maintain that status In the event such status is determined by the Internal Revenue Service or equivalent state taxing authority not to exist or Is hereafter lost such Beneficiary hereby agrees to notify the Trustee each other Beneficiary and the Trust Counsel It shall take such action as the Internal Revenue Service requires if any in connection with granting favorable determination letter or the equivalent to the Trust to the effect the Trust Is exempt from federal income taxation under the Code and is qualified trust pursuant to the Code

ARTICLE VIII
TERMINATION
The Trust created by this Agreement shall terminate upon the earliest to occur of the following Ninety 90 days after the effective date of the resignation or termination of the Trustee if there shall not have been appointed successor Trustee or Trustees prior to the expiration of such ninety 90 days and if there is not then in office remaining coTrustee Repayment in full of the obligations owed to the Trust in connection with the Transaction and distribution of the proceeds thereof to the Beneficiaries after payment of any final expenses of the Trust pro rata according to their Interests The unanimous decision on the part of the Benef ciaries which shall be communicated to the Trustee by notice that the commitment has been breached and the Transaction is not to be funded In such case the Trustee shall promptly liquidate the interim investments of the Trust and distribute the balance of the Trust assets to the Beneficiaries according to their Interests At any time after the Transaction is funded upon the decision by Beneficiaries holding at least seventyfive per cent 75% of the total investment of the Trust which shall be communicated by notice to the Trustee to liquidate the Trust In such event the Trustee shall use reasonable efforts acting upon the written instructions to sell the Trust estate If such sale is not consummated within four months after receipt by the Trustee of the notice of intent to liquidate the Beneficiaries shall pay or provide for all remaining expenses and obligations of the Trust pro rata according to their Interests and the promissory note or other documentation evidencing the Transaction shall be distributed in kind to the Beneficiaries pro rata according to their Interests If the Trust estate is sold by the Trust the Trustee shall pay or provide for all remaining expenses and obligations of the Trust and shall distribute the balance of its assets to the Beneficiaries pro rata according to their Interests

On termination of the Trust the Trustee shall provide written accounting which shall be audited to the Beneficiaries with respect to the final fiscal period of the Trust Notwithstanding any termination of the Trust the indemnities set forth in this Agreement shall remain in full force and effect for three years thereafter

ARTICLE IX
GENERAL PROVISIONS
Section 9.01 Governing Law This Agreement has been exe
uted and delivered in the State of Louisiana and shall be exclusively governed by and construed and enforced in accordance with the laws of such state and any applicable laws of the United States including but not limited to ERISA In the event of any conflict between ERISA and any provision of this Agreement or of state law the provisions of ERISA shall prevail
Section 9.02 Notices Any notice given pursuant to this
Agreement shall be in writing and shall be personally delivered or sent by registered or certified mail postage prepaid to each party to be notified at its respective address set forth on the signature pages or to such other address as any such party shall have otherwise designated by notice given to each Beneficiary to the Trustee and to Trust Counsel notice sent by mail shall be deemed receive five business days after its deposit in the United States mail
Section 9.03 Amendments This Agreement may be amended only
by writing signed by the Trustee and by the then Beneficiaries holding majority of the total investments in the Trust
Section 9.04 Headings The headings of the Articles and
Sections of this Agreement are for convenience only and shall not be deemed to affect the interpretation or validity of any part of this Agreement
Section 9.05 Severability Any provision of this Agreement
which is inconsistent with the intent of the parties hereto that the Trust created hereby shall be and remain exempt from federal and state income taxation shall to that extent be deemed null and void In the event any provision of this Agreement in whole or in part or the application of any provision of specific situation is held to be invalid or unenforceable by the final judgment of court of competent jurisdiction after appeal or after the time for appeal has expired such invalidity shall be limited to such specific provision or portion thereof or to such situation and this Agreement shall be construed and applied in such manner as to minimize such unenforceability This Agreement shall otherwise remain in full force and effect
Section 9.06 Expenses of Disputes In the event any dispute
arises as to any subject matter of this Agreement in addition to such other relief to which any party may be entitled the prevailing party or parties to such dispute shall be entitled to recover its or their

reasonable expenses including attorneys fees arising fom such dispute
Section 9.07 No Third Party Rights This Agreement is for
the sole benefit of the parties hereto and their respective successors and shall not be deemed to confer any rights upon any third parties
Section 9.08 Counterparts Effectiveness This Agreement
may be signed in two or more counterparts each of which shall constitute but one single agreement This Agreement shall not be effective until executed by each party for whom signature line is provided below
Section 9.09 Loss of Qualified Status of Trust If the
Trust receives notices from any governmental agency that the Trust has lost or is threatened with loss of its qualified and exempt status under the Code the Trustee shall give immediate notice thereof to each Beneficiary and the Trustee shall use its best efforts to reinstate or retain such exempt status of the Trust Should the Trust lose such exempt status the Trustee shall use its best efforts to ensure that the Beneficiaries do not lose their qualified taxexempt status as result thereof
Section 9.10 Disputes Arbitration In the event any
dispute arises as to any subject matter of this Agreement it shall be submitted to arbitration under the commercial rules of the American Arbitration Association and in addition to such other relief to which any party may be entitled the prevailing party or parties to such dispute shall be entitled to recover their reasonable expenses including attorneys fees arising from such dispute
Section 9.11 Other Documents Each party to this Agreement
whenever and as often as requested to do so by any other party to this Agreement or Trust Counsel shall execute or provide such other and further documents and instruments as may be requested in order to fulfill the purposes terms and conditions of this Agreement
Section 9.12 Partition and Accounting No Beneficiary
under any circumstances in any manner or at any time shall seek or otherwise assert the right to partition or division of the assets of the Trust or except as otherwise specifically provided herein to an accounting
Section 9.13 No Diversion No part of the corpus or Income
of the Trust which equitably belongs to any Beneficiary shall be used or diverted for any purpose other than for the exclusive benefit of the Beneficiary or its respective beneficiaries who are entitled to benefits under the governing Instrument of such Beneficiary

IN WITNESS WHEREOF each of the parties to this Agreement has executed and delivered the same as of the date first above written TRUSTEE BENEFICIARIES BATON ROUGE BUILDING AND CONSTRUCTION INDUSTRY FOUNDATION BY Title BY Title Address BY Title Address

EXHIBIT
SIJNMARY DESCRIPTION OF TRANSACTION

EXHIBIT
BENEFICIAL INTERESTS
Amount of Contribution Percentage
Beneficiary Interest Interest
Totals

EXHIBIT
AUThORIZED INVESTMENTS
Examples
Investments in shortterm fixed income obligations of every nature including but not limited to commercial paper bankers acceptances repurchase agreements certificates of deposit variable notes savings accounts governmental securities and other bonds notes or evidences of indebtedness which are payable on demand or have maturity date which is commensurate with the timing of the funding obligations of the Transactions Such investment shall under usual circumstances be held to maturity Maturity shall be defined as the date at which obligations mature or if called for redemption prior thereto the redemption date Such investments may be in certificates of deposit and other investments with the Trustee provided they bear the prevailing interest rate Certificates of deposit issued by ______________________ ____________________________________ provided that at the time of each such investment the yield thereon is competitive with that offered by other banks of the same or larger capitalization

EXHIBIT
ADMINISTRATIVE AND SERVICING PROCEDURES Until the principal and interest of any mortgage owned by the Trust and any lease payments due under any lease or ground lease are paid in full the Trustee will proceed diligently to attempt to collect all payments due under any such mortgage and/or leases as and when the same shall become due The Trustee shall keep complete and accurate records of and properly apply all sums paid to the Trustee on account of each mortgage and/or lease for taxes and assessments premiums on policies of casualty and liability insurance and mortgage insurance premiums if the loan is insured All late charges collected by the Trustee as provided under the terms of any note and mortgage and/or any lease shall be distributed to the Beneficiaries in the same manner as other payments received by the Trust The Trustee shall hold all funds in connection with any mortgage and/or lease in separate bank trust account On or before the fifteenth 15th day of each month the Trustee shall provide the Beneficiaries with reconciliation for the preceding month of any bank trust account maintained by the Trustee on behalf of the Trust The Trustee shall hold all funds paid in by each mortgagor and/or lessee under the terms of any mortgage and/or lease to cover charges such as taxes assessments and insurance premiums in separate bank trust accounts and will disburse such funds only for the payment of or on account of such charges due and accruing under each individual mortgage and/or lease Once each year the Trustee shall certify that all general property taxes and special assessments have been paid on any properties securing the Transaction being serviced This certification shall be made within sixty 60 days after April 10 of each year If it appears that any general property taxes or special assessments have become delinquent the Trustee shall pay such taxes and special assess ments out of funds on hand as collected from each mortgagor and/or lessee Any penalties incurred because of such delinquency if sufficient funds were on hand shall also be paid by the Trustee at no expense to the Trust However in no event shall the Trustee be obligated to advance or pay general property taxes or special assess ments from its own funds

The Trustee shall give attention to delinquentpayments in accordance with generally recognized prudent mortgage banking practices and will keep Beneficiaries informed monthly of the status of such delinquencies Each year within three months after the close of its fiscal year the Trustee shall mail to each Beneficiary copy of the Trustees audited annual financial statements The Trustee shall allow any Beneficiarys authorized agent or agents reasonable opportunity during normal business hours to examine its books and records insofar as they relate to or affect any mortgage or mortgages leases or properties owned by the Trust provided there shall be no unreasonable interferences with or interruption of the Trustees normal office routine and provided no additional expense is incurred by the Trustee thereby The casualty and liability insurance on each mortgage and/or lease acquired by the Trust shall be in accordance with the requirements established in the mortgage and/or lease At least thirty 30 days prior to the expiration of mortgagors and/or lessees casualty and/or liability insurance policy the Trustee shall obtain written evidence from the mortgagors and/or lessees insurance company that the insurance requirements will continue to be met after the expiration date of the current policy by renewal of said policy or by the issuance of new policy The Trustee will retain the original insurance policies endorsed with loss payable clause to the Trust The Trustee on behalf of the Trust shall be authorized to endorse all loss drafts Prior to endorsing any loss drafts covering losses to buildings encumbered by any mortgage or mortgages owned by the Trust or covered by any lease owned by the Trust the Trustee shall satisfy Itself that the damage caused has been fully repaired that the property has been placed in as good condition or better than its condition prior to the loss that all bills for labor and materials in repairing the damage have been paid or will be paid from the proceeds of such drafts and that the damage has been repaired to the mortgagors and/or lessees satisfaction In relation to losses In the amount of Five Thousand Dollars $5000.00 or less the Trustee shall not be required to make an inspection of the repairs but must obtain and retain evidence of the mortgagors and/or lessees satisfaction with said repairs 10 The Trustee shall make inspection of any property covered by mortgage and/or lease which is one monthly payment in default and as It becomes known to the Trustee shall promptly call to the attention of each BenefiŁiary any lack of repair or other deterioration or waste suffered or committed In respect to the premises covered by the

mortgage and/or lease Any loan in the process of foreclosure and any lease in the process of unlawful detainer proceedings shall be inspected by the Trustee on monthly basis 11 The Trustee shall promptly notify each Beneficiary if any of the following shall come to the Trustees attention default under the terms of mortgage and/or lease An unauthorized transfer of the premises and/or assignment of the lease An abandonment of the premises Extensive damage to the premises as result of any reason whatsoever 12 The Trustee shall not accept prepayment of the principal of any mortgage owned by the Trust unless such prepayment is permitted by the terms of the note or mortgage or unless the acceptance thereof is authorized In writing by all of the Beneficiaries 13 In case of default the Trustee shall promptly institute foreclosure and/or unlawful detainer proceedings or proceed to acquire the premises by other means in accordance with applicable laws Such steps shall not be taken until requested or approved in writing by the Beneficiaries The Beneficiaries shall reimburse the Trustee for necessary costs and expenses Including reasonable attorneys or trustees fees which fees shall correspond to those fees customarily charged In the area The Trustee will make no other charge for its services in ordinary unopposed cases In cases where the defaulting mortgagor contests the proceedings foreclosure is prosecuted by court proceedings there is an action for receiver ship there Is an action in unlawful detainer or there are proceedings involving the bankruptcy court the Trustee may charge reasonable fee for the extra services necessitated thereby but any such fees shall only be charged with the approval of the Beneficiaries The Trustee shall commence and conduct all legal proceedings in the Trusts name as may be necessary In the Trustees discretion to protect the interest of the Trust and shall take title to the premises in the name of the Trust In the event foreclosure proceedings are commenced or deed to the mortgaged premises in lieu of foreclosure is obtained or the premises are reacquired by unlawful detainer proceedings the Trustee shall unless otherwise directed by the Beneficiaries promptly manage and protect the premises in such manner and to such extent as is

customarily embraced in the proper management of property in the locality involved including but not limited to the renting or leasing of the premises the collection of rents attending to insurance on the premises management and supervision of repairs and maintenance of the premises and the rendering to the Beneficiaries of such reports as the Beneficiaries may reasonably require The Trustee shall segregate and hold for the Beneficiaries until paid over to them all rentals and other monies in respect of said premises which may come into the Trustees possession The Trust shall compensate the Trustee for property management in accordance with the standard prevailing rate in the locality in which the premises are located In any event the Trustee will make periodic inspections of the premises and report to the Beneficiaries with recommendations of action to be taken including sale or other disposition if any to the end that the premises will be safeguarded to the fullest extent possible and disposed of as soon as practicable taking into consideration among other things the market conditions which exist at the time the condition of the premises and the then existing investment objectives of the Trust 14 The Trustee shall maintain fidelity bond having broad coverage with responsible surety company on all employees handling the Trusts funds monies documents and/or papers which bond shall protect the Trustee against losses including theft embezzlement fraud and misplacement 15 The Beneficiaries may by express writing but not other wise waive the performance or may reasonably control the performance of acts to be performed by the Trustees so long as such control does not require added expenses to be incurred by the Trustee MC dj 5/23/84 BATON3