Valores formüntioos y factores supraseg- mentales

3.01 INVESTMENT MANAGER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

Investment Manager acknowledges that the Plan has relied upon the representations, warranties, acknowledgments, covenants and agreements set forth in this Section 3.01, which constitute a material inducement to the Plan’s decision to enter into this Agreement. This Section 3.01 shall survive the expiration or earlier termination of this Agreement.

Investment Manager acknowledges, represents, warrants, covenants and agrees that:

(a) Organization and Powers. Investment Manager is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full corporate power and authority to carry on its business as it has been and is conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are within the power of Investment

Manager and have been duly authorized by all necessary corporate and other action.

(b) Authorization. Investment Manager has duly authorized, executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding agreements and obligations of Investment Manager, enforceable against Investment Manager in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar limitations on creditors’ rights generally and general principles of equity. Investment Manager is not subject to or obligated under any law, rule or regulation of any governmental authority, or any order, injunction or decree, or any agreement, that would be breached or violated by Investment Manager’s execution, delivery or performance of this Agreement.

(c) Qualifications and Quality of Services. Investment Manager is qualified to perform the investment management services required by the Plan under this Agreement. Investment Manager is willing and capable of performing all of the services described in this Agreement. Investment Manager shall notify the Plan promptly of any changes in Investment Manager's organization or legal status which may affect its willingness or capability to act effectively as the Plan's investment advisor. All services that

Appendix D, Page 18

Investment Manager provides hereunder shall meet the requirements and standards set forth in this Agreement and its exhibits. At the Plan’ request, Investment Manager shall promptly correct any errors or omissions in the provision of such services.

(d) Fees to Third Parties. Investment Manager has not employed or retained any person or selling agency to solicit or secure this Agreement under any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except for bona fide employees of Investment Manager and Investment Manager’s affiliates or bona fide established commercial or selling agencies maintained by Investment Manager for the purpose of securing business. Investment Manager has received and reviewed the Plan’s Placement Agent Policy, dated June 8, 2010 (“Placement Agent Policy”), and hereby confirms compliance therewith. If Investment Manager in any way breaches or violates the representations or warranties as set forth in this paragraph (d), the Plan shall have the right to immediately terminate this Agreement for default and, in the Plan’s sole discretion, to deduct from Investment Manager’s compensation under this Agreement, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee under this Agreement and/or in accordance with the Placement Agent Policy.

(e) Prohibited Activities. Investment Manager does not and shall not knowingly employ, retain or compensate in any capacity: (1) any the Plan’s employee, member of the Retirement Board, fiduciary, agent, consultant or other service provider who either could influence the award of this Agreement or any competing agreement, or who does or will have any direct or indirect financial interest in this

Agreement (“Interested Person”) and (2) any spouse or economic dependent of any Interested Person.

Through its execution of this Agreement, Investment Manager acknowledges that it is familiar with the provisions of Section 15.103 of the San Francisco Charter, as amended, Article III, Chapter 2 of the San Francisco Campaign and Governmental Conduct Code, as amended, and Section 87100 et seq. and Section 1090 et. seq. of the Government Code, as amended, and certifies that it does not know of any facts that constitute a violation of those provisions and agrees that it will immediately notify the Plan if it becomes aware of any such fact during the term of this Agreement.

Investment Manager further acknowledges that it is familiar with Section 3.216 of the San Francisco Campaign and Governmental Conduct Code, as amended (“Section 3.126”) which prohibits an officer or employee of the Plan from soliciting or accepting any gift from a person who the officer or employee knows or has reason to know is a restricted source. Section 3.216 defines “restricted source” to mean:

(a) a person doing business with or seeking to do business with the department of the officer or

employee; or (b) any person who during the prior twelve (12) months knowingly attempted to influence the officer or employee in any legislative or administrative action. Investment Manager certifies that it does not know of any facts that constitute a violation of those provisions and agrees that it will immediately notify the Plan if it becomes aware of any such fact during the term of this Agreement.

Appendix D, Page 19

If Investment Manager breaches any representation or warranty in this Section 3.01(e), the Plan may immediately terminate this Agreement for default.

(f) Intellectual Property. In connection with its performance under this Agreement, Investment Manager shall not knowingly develop, provide or use any software, program, process, composition, writing, equipment, appliance or device, or any trademark, service mark, logo, idea, or any other work or invention of any nature, or any other tangible or intangible assets, that infringes or will infringe on any patent, copyright, or trademark of any other person or entity, or is or will be a trade secret of any other person or entity.

(g) Audited Financial Statement. Upon the request of the Retirement System, Investment

Manager shall provide the Retirement System with copies of its audited financial statements, including its audited balance sheet, income statement and statement of cash flow, within fifteen (15) days after the financial statements become available.

(h) Changes. Investment Manager shall notify the Plan in writing within three (3) business days of any of the following changes: (1) Investment Manager becomes aware that any of its representations, warranties and covenants set forth in this Agreement cease to be materially true at any time during the term of this Agreement; (2) there is any change in Investment Manager’s directors, executive officers, or senior management personnel within its organization; (3) there is any change in ownership or control of Investment Manager; (4) Investment Manager becomes aware of any other material change in its

business organization, including without limitation the filing for bankruptcy relief; (5) within a six (6) month period, there is a withdrawal of assets under management with Investment Manager of 5% or more, or (6) within a twelve (12) month period, three (3) clients with $100 million in assets under management with Investment Manager withdraw those assets or terminate their relationship with Investment Manager.

(i) Investigations and Complaints. To the extent permitted by applicable law, Investment

Manager shall promptly advise the Plan in writing of any subpoena, investigation, examination, complaint, disciplinary action or other proceeding relating to or affecting Investment Manager or involving any investment professional employed by Investment Manager who has performed any service with respect to the Account or Managed Assets or otherwise under this Agreement in the preceding twenty-four (24) months, which is commenced by any of the following: (1) the SEC, (2) the New York Stock Exchange (NYSE), (3) the American Stock Exchange (AMEX), (4) the Financial Industry Regulatory Authority (FINRA), (5) any attorney general or any regulatory agency of any state of the United States, (6) any United States governmental department or agency, or (7) any governmental agency regulating securities of any country in which Investment Manager is doing business.

(j) Registered Investment Advisor. Investment Manager meets all qualifications set forth in the Guidelines to act as an investment advisor to the Plan and further Investment Manager meets all

Appendix D, Page 20

qualifications required of investment advisors by law, including but not limited to, the Investment Company Act of 1940, as amended, the Advisers Act, as amended, and 15 U.S.C. §§ 80b-1 et seq., as amended; and it has completed, obtained and performed all registrations, filings, approvals,

authorizations, consents, and examinations required by any governmental authority for its services contemplated by this Agreement. Investment Manager shall immediately notify the Plan if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

(k) Manager’s Agents. The personnel and Agents of Investment Manager responsible for

discharging Investment Manager’s duties and obligations under this Agreement are and will be individuals licensed, as applicable, and experienced in the performance of the various services and functions

contemplated by this Agreement. None of these individuals has been convicted of any felony, found liable in a civil or administrative proceeding, pleaded no contest, or agreed to any consent decree with respect to any matter involving breach of trust, breach of fiduciary duty, fraud, violations of any federal or state securities law or the FINRA Code of Conduct, or bankruptcy law violations. Investment

Manager shall immediately notify the Plan if the representation and warranty in the preceding sentence is no longer accurate.

(l) Disclosure Statement. Investment Manager has delivered to the Plan, at least five (5)

business days prior to the execution of this Agreement, Investment Manager’s current SEC Form ADV, Part II (the “Disclosure Statement”), unless it is exempt from such requirement, in which case

Investment Manager has provided the Plan with a letter from its counsel explaining the basis for the exemption. Investment Manager further warrants that it will deliver to the Plan (a) a copy of the Disclosure Statement it files with the SEC annually, within thirty (30) days of filing, and (b) copies of any amendments or updates to the Disclosure Statement it files with the SEC, within thirty (30) days of filing.

(m) Reporting Assistance. Investment Manager shall assist the Plan and Custodian, as necessary or as requested by Plan or Custodian, to prepare required reporting or regulatory forms and filings regarding the Managed Assets; shall take action necessary to recover any taxes improperly paid or withheld; and shall use diligence to identify and evaluate material legal claims relating to any of the Managed Assets, including but not limited to class action claims (such claims shall hereinafter be referred to as “Claims”), advise the Plan of any Claims potentially involving more than Two Million Dollars

($2,000,000) and pursue, or assist the Plan in pursuing, any Claims as directed by the Plan.

(n) Independent Contractor. Investment Manager shall at all times be acting in the capacity of an independent contractor. This Agreement is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association as between the Plan and Investment Manager. For all purposes, including but not limited to workers’ compensation liability, Investment Manager understands and agrees that all persons furnishing services under this Agreement are deemed employees solely of Investment Manager and not of the Plan.

Appendix D, Page 21

If any governmental authority should, nevertheless, determine that Investment Manager is an employee, then the Plan’s payment obligations hereunder shall be reduced so that the aggregate amount of payments directly to Investment Manager and to the applicable governmental authority does not exceed the maximum amount specified in Section 2.01. Investment Manager shall refund any amounts necessary to effect that reduction.

(o) Misstatements and Omissions. Neither any representation or warranty contained in this Agreement nor any written statement, certificate, or document furnished or to be furnished to the Plan by or on behalf of Investment Manager under this Agreement contains or will contain any misstatement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE IV

INSURANCE AND INDEMNIFICATION