SHUMAKER LOOP

SHUMAKER LOOP

NORTH COURTHOUSE

ALAN

FRANCIS

LOOP

GALLAGHER

1000

KENDRICK

TOLEDO

JACKSON

OHIO

43624

419

VIVIAN

241-4201

FOLK

JOSEPH

GEORGE

RIOOUT

CHAPMAN

DENNIS

KEVIN

WTTHERELL

GRAHAM

BARRON

JOHN

JACK

FYNES

MCCARTHY

RENEE BIRNBAUM

JOHN

INGLIS

LYMAN

SPITZER

TIMOTHY

ALETA

Bc

July

17

1984

III

JR

BONINI

LANZINGER

ANN

JUDITH

MARK

74-42

SCHEIDEL

JOHN

HAYWARD

WILUAM 11 GOSLINE

HARTSEL

NORMAN

WILLIAM

HEYW000

FRANCIS

MCDANIEL

THOMAS

PLETZ

JOHN

BURSON

THOMAS

WEBB JR

ROBERTM.ANSPACH

DAVID

WICKLUNO

HIGH

SANDERSON

MICHAEL

GARY

SALES

MCGOWAN

MICHAEL

MARY ELLEN

PISANELLI

DWID

SOUILLANTE

GREGORY

LODGE

JANET

CATLIN

CHIJB8

PHILIP

W000MAN

THOMAS

GREGORY

SHIBLEY

OF COUNSEL

-C CHARLES

SCHARFY

SWIFT

CORWIN

GARYR.DIESING

JOHN

WATERMAN

DAWID

.1

ROBERT

GOSLINE

RAMEY

MALCOLM

JOHN

HACKETT JR

THOMAS

WEBB

GREGORY

ALEXANDER

CARL

BRUGGEMAN

ROBERT

CLAYTON JR

MARC GEATNER

PICKNELL

GEORGE

DONALD

MEWI4CRT JR

EDWIN

EMEREON

TUSCHMAN

JAMES

JAMES

WHITE JR

WAGENMAN

BARTON

ROLF

SQUARE

MKAY

Thomas

Division

JOHN

Harman

of

Investment

Securities and Exchange

450 Fifth Street N.W

Washington

D.C

Management

Commission

20549

Re

NoAction Letter Request

Baton

Building

Foundation

Rouge

Industry

Our File

Dear

No

Based

on

our

Relating to

Construction

B6675/16770

of

the

on behalf

abovecaptioned

submit

additional

factual

hereby

recent

versions

of

certain

of

the

Foundation

These

representations and

conversations

Foundation

the

we

and

the

most

representations

documents of the

organizational

materials are for your use in responding

to

our

Securities

and

Exchange Commission the

it will not

recommend that the Commission

the

that

and

Mr Harman

foundation

of

STRAUB

request

that

Commission

the

Staff

advise

enforcement

Trusts to be

take

us

action

the

actions of the Foundation or the

created

concerning

thereunder

without

the

Foundation

or

the

Trusts

as

registering

investment

under

the

Investment

of

and

companies

1940

Company Act

without registering the Foundation or the Trusts as investment advisors

under the Investment Advisers Act of 1940

This

addressed

Finance

to

letter will

our

supplement

Office

of

Chief

Counsel

the

letter

of

Division

June

of

22

1984

Corporation

Divisions of

of this letter

are being forwarded to the

Finance

and

Market

Corporation

Regulation for their use in responding

our requests of them concerning the Foundation

Copies

to

On

the

of

the

Trusts

and

the

of

the

assets

question

the

Trusts

investments to be made by the Foundation

we confirm that

of participation

will be holding assets consisting

interests in

solely

loans

The

trustee

of the

construction period

Foundation

as

mortgage

Thomas

July

Harman

17

Esq

1984

Page

Trusts

Trusts

or

for

interests on behalf

will purchase

only

participation

and will not hold or Invest

any reserves for either Its

the benefit of the respective Trusts

Enclosed herewith are the most recent

Foundations

Master Documents

in

as identifIed

versions

our

of

letter

of

two

of

the

benefit

of

the

June

22

it has been determined that

described in our telephone conversations

the Foundation should

be organized as

nonprofit corporation organized

This

in the structure

under the laws of the State of Louisiana

change

for tax

of the Foundation has been

undertaken

but

should

not

purposes

As

either

the

or

the

Construction

organization

operation of the

Investment

Plan

The

who

were

to

be

members of

Industry

pension plans

the unincorporated

Foundation will now be the members of the nonprofit

corporation known as The Baton Rouge Building and Construction Industry

of the

Foundation

The

member Plans

who were to sit on the

trustees

affect

Foundations

Board of Directors will now serve

the

on

of Trustees

Officers will be elected annually

but

and

will not

receive

any

operational

authority

unincorporated

Board

corporations

will not

exercise

compensation

of

any

kind

This change

In format

has necessitated

the revision of certain

Master Documents

The

Foundation Agreement

which was Exhibit

to our letter of June

22 has been reconstituted to serve as the Bylaws

of

the

while

the

Construction Industry

Investment

corporation

Plan

Exhibit

to the June

22 letter has been extensively revised to reflect

of

the

creation of the

Amended Exhibits

either document

have

the

corporate

as

and

been

entity

These

respectively

materially affected

documents

are enclosed

substantive provisions of

by the restructuring

two

No

We trust that these

will

representations and documents

to

Please contact

complete

on

our request

you

your action

George Chapman or the undersigned if you have any questions

Very truly

SHTJMAKER

yours

LOOP

By

Mark

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

High

KENDRICK

enable

either

AMENDED

BY-LAWS

OF

ROUGE BUILDING AND

CONSTRUCTION

INDUSTRY FOUNDATION

BATON

Loop

Kendrick

Courthouse

Square

Shumaker

North

1000

Toledo

800

Jackson

Ohio

43624

6625056

EXHIBIT

TABLE

OF

CONTENTS

Page

ARTICLE

DEFINITIONS

Section

Section

Section

Section

Section

Section

ARTICLE

II

Section

Section

ARTICLE

III

1.01

1.02

.03

1.04

1.05

1.06

Agreement

Director

ERISA

Member

Corporate Trustee

Foundation

OFFICES

2.01

2.02

PrincipalOffice

OtherOffices

Section 3.01

Section3.02

Section 3.03

Section3.04

Section 3.05

ARTICLE

IV

Purposes

FounderMembers...

AdditionalMembers

TerininationofMembership

MEETINGS

.02

Section4.03

Section 4.04

Section 4.05

Section 4.06

BOARD

5.01

5.02

Section5.03

Section 5.04

Section 5.05

Section

5.06

Section 5.07

Section 5.08

Section 5.09

Section5.10

Power

Voting

Section

Section

ARTICLE

MEMBERS

PURPOSES

OF

of

Members

MEMBERS

Annua

Meetings

Annual

Report

SpecialMeetings

Notice

Quorum

Proxies

OF

DIRECTORS

Section

Election

Section

Successor

and

and

Qualifications

Substitute

of

Directors

Directors

CompensationofDirectors

Meetings

Quorum and Voting.

Notice......

Written Consents and

Committees

Transactions

with

Waivers

Interested

of

Notice

Persons

PowersofDirectors

TABLE

OF CONTENTS

cont

Page

ARTICLE

VI

OFFICERS

Section6.O1

Section 6.02

Section 6.03

Number

TitleandElection.....................

Vacancies....................................

Powers andDuties

...

..

ARTICLE VII

INDEMNIFICATION

EMPLOYEES AND AGENTS

ARTICLE

VIII

FINANCING

8.01

8.02

Section8.03

Section

Section

ARTICLE

IX

ARTICLE

DIRECTORS

PROPOSAL

Meetings

Subscription

REVIEW

to

OFFICERS

PROCEDURE

Financing

TRUSTS

ADMINISTRATION

REIMBURSEMENTS

Section

SectIon

10.01

Expenses

10.02

Expense Reimbursement

Transactions

Section

Section

10.03

RegulatoryCompliance

Forms Rules and Procedures

ARTICLE

10.04

XI

GENERAL

Section

Section

11.01

02

Proposals....

ReliancebyThirdParties

TR.ANSACTION

EXPENSES

OF

Payments from

PROVISIONS

Amendments.....

Headings

Sectionll.03.QualifiedStatus

10

ii

ARTICLE

DEFINITIONS

As

set

used

the

otherwise

in

Bylaws unless

these

following

words

and

the

terms

context

shall

have

clearly indicates

meanings here

the

forth

The

Section

1.01

term

means this

Agreement

Agreement

instrument governing the establishment and operations of the Baton Rouge

and

Construction Industry

Foundation and

shall

include

all

Building

and

addenda

hereto

exhibits

amendments

modifications

supplements

of

the

Section

member

Director

The

term Director

means

Board

of

Directors

of

the

Foundation appointed

to

pursuant

5.01

hereof

or Section 5.02

Retirement

Section

1.02

Section

1.03

Income

the Department

thereunder

ERISA

Security

of

the

The

Act

Treasury

ERISA

term

of

1974

and

the

as

means

amended

Department

the

Employee

regulations of

Labor promulgated

and

of

Member means both the

The

term

original subscribers of the Foundation and

and

from

time

to

time

be

may hereafter

hereof

The

term

admitted pursuant to the provisions of Section 3.03

include

Founder

Member

Additional

Member

whose

shall

not

or

any

terminated prior to the pertinent determination of

membership shall have

1.04

Section

Founder Members

Additional

such

Member

who are the

Members

as

Member status

Section

Trustee

means

selected

pursuant

1.05

The

Trustee

Corporate

Trust

institution

with

corporate

the

of

Article

IX

to

provisions

term

Corporate

if

any

Foundation

means

Foundation

The

term

Foundation

Baton Rouge

as governed

Building and Construction Industry

this Agreement and as it may be subsequently amended

the

powers

the

Section

1.06

ARTICLE

by

II

OFFICES

Section

Foundation shall

as

may be

designated

Section

offices

Louisiana

at

2.01

be

such

as

the

at

Principal

such

from

2.02

other

Board

place

time

to

Office

in

time

City

by the

Other Offices

without

places

of Directors

The

the

The

as

of

time

of

the

Rouge

Foundation

as

office

Louisiana

of Directors

Baton

Board

well

may from

principal

shall

within

to

time

the

also

have

State

determine

of

ARTICLE

III

MEMBERS

PURPOSES

Section 3.01

The

of

the

Foundation are

Purposes

purposes

provide

procedure and system whereby representatives of Members may

gather from time to time to evaluate Investment proposals presented to

them

such

so that

representatives may provide useful Information to the

and

respective Members

means through which such Members can

invest

of

their

funds

portions

from

time

to

time

as

respective

they

may

determine

in

independently

such ventures

as

real

estate equity

and

financial transactions

their

investment

thereby diversifying

respective

to

portfolios

Section

Foundation

are

3.02

those

Founder Members

The

Founder Members of

which are signatories to this Agreement

the

trusts

Section 3.03

Additional

Members

An

eligible trust may be

as an Additional

Member of the Foundation upon the vote of the

of

the

Foundation

and

shall

thereafter

have

all

rights

admitted

Members

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

trust

from federal

income

as it is

exempt

taxation

virtue

of

Section 501

of

the

by

Code

and

from

exempt

state

income

taxation

applicable

on

basis

corresponding

Upon

each

such

Additional

Member

shall

admission

execute

an

adoption

agreement in substantially

Foundation

form last

the

approved

vote

by

for

use

by

the

Section 3.04

Termination

of

Member

Membership

Any

may

terminate its membership in the Foundation upon written notice to the

Foundation

Members

status

such

shall

terminate

as

automatically

when

it

to be

trust

described

in

Section

3.03

ceases

as

an

eligible

hereof

termination of membership by

Member shall not affect

any

investment

submitted

have one

theretofore

made

Section 3.05

to

vote of

the

the

by

Member prior to its

Power

of

Members

Voting

Members of the Foundation

termination

On

each

any

Member

matter

shall

vote

ARTICLE

MEETINGS

IV

OF MEMBERS

of

the

Section

4.01

Annual

An

annual meeting

Meeting

Members of the Foundation shall be held during the month of April or at

such

other time

determined by the Directors

at

such

as may be

place

within or without Louisiana as the Directors may determine

Section

Members

of

date

the

of

there

Foundation

the

4.02

shall

Annual

Report

be

presented

of

date

as

meeting as

to

the

At

the

four

more than

At such

originally convened

not

-2

meeting of the

financial statement

months prior to the

annual

Members

meeting

there

shall

be

presented

expenditures

budget

also

fiscal

year

may be

called

as

to

prepared by

4.03

Section

at

any

Members

the

and

time

proposed

the Board

for

approval

operating budget

of Directors

Special Meetings

by

majority of

Special

the

Board

proposed

for

capital

the

current

meetings of Members

of Directors

or the

President

Section 4.04

Unless waived

Notice

written printed or

notice

of

each

annual or special

the

typewritten

meeting stating

day

hour and place

and in the case of

special

meeting the purpose or

thereof

purposes

than

be given

nor less

shall

60

sixty

days

meeting

The

Secretary

providing

such

notice

existing

cast

at

to

If

mailed

five

Foundation

the

simple

to

majority

constitute

vote

concurring

at which

quorum

of

each

days

shall

be

simple

Member

before

not

more

any

such

responsible

of

for

quorum

majority

the

for

entire

meeting of

of

the

votes

is present

shall be the act of the

there

should

be

less

than

meeting

any

quorum present

notice from time

may adjourn the meeting without further

meeting

Members

those

and

or

than

Section

4.05

Quorum

number of Members shall

Members

the

of

to

at

present

until

time

quorum

shall

be

present

4.06

Proxies

Members may vote or act by proxy in

matters

which

are

to

be voted upon by Members

and voting

respect

on all matters may be conducted by mail

Section

to

all

ARTICLE

BOARD

OF

DIRECTORS

5.01

Election and Qualifications of Directors

Each

the

Foundation by two

individuals

on

represented

One

such

Director shall be

Directors appointed by such Member

trustee

of such

Member who has been selected by

labor organization and

Member who has

been

the

other Director

shall

be

trustee

of

such

shall

be

selected

Member

Directors

as

an

employer trustee of such

elected

for

term of one year and until their successors are elected

and

their earlier resignation

removal

from

or until

duly qualified

the

Foundation

office or death

Each Additional Member shall provide

Section

Member

shall

be

with

written

notification

Additional Member

of

initial

Directors

appointed

by

the

and

Substitute Directors

Member

Section 5.02

Successor

of

its

written

notice

to

the

Foundation

remove

previously

any

may by

Directors

and

successor Director

or

Directors

appointed

appoint

that

it

must

with

Section

5.01

hereof

Director

or

comply

provided

authorize

substitute

Member may by written notice to the Foundation

Director as to

notice shall be

the

meeting

and

to

the

in such

notice

meeting specified

presented to the meeting and filed with the

Director may resign by written notice to the

particular

Member

which

appointed

such

Director

The

Each

such

minutes of

Foundation

resignation

of

Director

shall

effective

be

unless

immediately

otherwise

stated

in

the

notice

5.03

Section

receive

of

Directors

Compensation

from the Foundation

compensation

any

Section

Director

No

shall

5.04

The

annual meeting of the Directors

Meetings

within

30

the Annual Meeting

of

days

following

year

the

Members

at

the

earliest

convenience

of

the

elected

Directors

time by the President or in the

Special

at any

meetings may be called

absence

of

the

the

President

or

three

by

Secretary

by

any

Directors

shall

be

whole

Section 5.05

authorized number

held

each

and

guorum

Voting

Directors

shall

of

simple

constitute

and

the

meeting of the Directors

concurring vote of

of votes cast at

meeting at which

quorum is present

of

the

those

present

from

If

Board

time

to

at

present

any

meeting

there

should

be

majority of the

for

quorum

simple

majority

shall

less

may adjourn the meeting without

quorum shall be present

be

the

act

than

quorum

further

notice

time until

Section 5.06

Unless waived

Notice

written printed or

notice of each

annual or special

the

typewritten

meeting stating

day

hour and place and the purpose or purposes thereof

shall be given to or

mailed to each Director not more than sixty

five

days nor less than

60

before

days

be responsible

meeting

any such

for providing such

The

Secretary

of

the

Foundation

shall

notice

and

of

Notice

Section 5.07

Written Consents

Waivers

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

all

members

of

the

Board

written consent

to such

action is signed

by

and

such

written

is

or of such

as

the

case

be

consent

committee

may

filed with the minutes of proceedings of the Board or committee

an

Section 5.08

Executive

Committee

Committees

and

such

other

The

Board

Directors may create

Committees

as the

which Committee or Committees

The Directors may

Directors

Coittee

of

or

the

members of

Directors may determine

shall

consist of not less then

three

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

which

President

at

the

act

quorum

shall

be

at

simple majority of the votes cast

meeting

of the

The

Committee

present shall be the act

voting member of the Executive Committee

of

is

No

Transactions

with

Interested

Persons

Section

5.09

it

is between

contract or other transaction is void or voidable because

Directors or officers of

the Foundation and one

or more of the Members

the Foundation

the Foundation and any

other person in which

or between

Directors

officers are

more

of

the

Foundations

Members

or

one

or

officers

have

financial

or

trustees

or

or

personal

directors

interested

Directors

or

one

or

more

Members

interest

nor because

of

the

Directors

or

of

officers participate in or vote at the meeting

authorizes the contract

or transaction

Committee of the Directors

that

if

of

any

12228

the

apply

circumstances

enumerated

in

Louisiana

Revised

Statutes

Common or interested Members Directors or officers may

counted in determining

Directors or of

be

the

presence of

quorum at

Committee of the Directors

Members

the

contract

or

transactions

Section

reserved

by

meeting of the

authorizes

that

the

5.10

Members

Powers

the

of

Directors

Subject

business

and

affairs

of

to

the

the

Foundation

powers

Board

of Directors

to

managed and controlled

by the

Subject

of

the

Louisiana

the

Articles

provisions

Nonprofit Corporation Law

of

and

the

of

the

the

Board

of

Incorporation

Bylaws

Foundation

Directors shall

do and

act

and

whatsoever

which

it

perform every

thing

shall

deem necessary

or

advisable

to

out

the

expedient

purposes

carry

of the Foundation

shall

be

the

Without limiting the generality of the duties

of the Board of

Directors

as

set

-forth

in

the

the

Board

of

preceding

paragraph

Directors

shall

maintain

surveillance

over

all

of

the

corporate

Foundations

activities

The

Board of Directors

shall

determine the

Foundations

that

such

programs and policies and assure

policies and

are

to

serve

the

and

designed

programs

philosophies

objectives

of

the

Foundation

and

organization

major authority

purposes

approve

delegation patterns delegate to the President the authority to conduct

the

the business of the Foundation and

out

carry

policies and programs

staff and define

approved by the Board of Directors appoint

competent

make provision for establishment of

authority and responsibilities

various

auxiliaries

to

aid

in

the

of

the

accomplishing

objectives

for

financial

and

Foundation

provide

stability

analyze and evaluate

its

the

total

operation including

all

activities

ARTICLE

and

services

VI

OFFICERS

The

officers of

Section 6.01

Number Title and Election

and

Foundation shall

be

President

Vice

President

Secretary

the

Board

and

such

other

officers

and

assistant

officers

as

Treasurer

of Directors

determine

may from time to time

Any two offices

may be

officers

be

elected

held by the same person

All

shall

annually by vote

the

of

the

Board of Directors

from among

the

The

officers of the Foundation shall be chosen

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

of

the

Board of Directors

or

to

the

President or the

Secretary

effect

the

date

of

the

such

Foundation

shall

take

at

Any

resignation

and

of

later

time

such

notice

or

at

therein

receipt

specified

any

otherwise

the

of

such

unless

therein

resignation

specified

acceptance

shall not be necessary to make it effective

the

6.02

Section

office

the

Directors

shall

vacancy

then

in

office

for

6.03

Powers

Section

In

Vacancies

be filled

the

the

event

of

in any

vacancy

majority vote of the Board of

remainder of the vacancy

term

by

Duties

and

the

to

Subject

limited

and

to such

limitations

responsibilities of the Foundation

as may be prescribed from time

to time

to

by the Members with respect

the President

or by the Board of Directors

with respect

to all other

officers of the Foundation

the

President shall have

the

authority and

operational

the

Foundation in all

its

activities

and

responsibility to operate

and

all

officers shall

each

have

such

and

departments

powers

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

The

President may be removed at any time

President

by the President

and any

other

by

majority vote of the Members

officer may be removed

at

time

any

majority

by

vote

of

the

Board

of

Directors

or

vote

by

of

Members

the

ARTICLE

INDEMNIFICATION

Director

been

have

OF

DIRECTORS

VII

EMPLOYEES

OFFICERS

AND

AGENTS

Each

been

officer

or

time

is

or shall

have

person who at any

of the

employee or agent

Foundation

at the

of the

Foundation as

serving

request

Member

is

or

shall

member/stock

holder/principal

trustee/director

trustee

officer

employee or agent

of

another

trust

or

other

corporation

partnership

joint

venture

and

his

executors

and

shall

be

heirs

administrators

enterprise

indemnified by the Foundation in accordance with and to the full extent

Revised Statutes

permitted by the Nonprofit Corporation Law Louisiana

12227

Section

or

amended

as

indemnification

Member

any

entitled

agreement

in

any

vote

be

changed

of

time

the

thereafter

deemed exclusive

officer

as

the

time

employee

matter of

adoption of this Article

The

of

foregoing right

of other rights

to which

or other

agent

person may be

law

or under any

regulations

If authorized by

or otherwise

or Directors

Foundation

and

purchase

may

such

on

behalf

of

any

person

the

liability

permitted by law in

as

not

capacity

Members

of

at

to

shall

against

or

effect

time

Director

Directors

the

in

as

from

from

effect

time

at

the

time

FINANCING

8.01

the

adoption

the

of

insurance

full

these

extent

Bylaws

time

to

ARTICLE

Section

of

maintain

to

PROPOSAL

Meetings

VIII

REVIEW

The

PROCEDURE

Directors

shall

meet

on

such

from

time

to

meeting places as the Directors shall

time establish by vote for consideration of all financial

proposals then

The

Directors may

with at least one

received

meeting per quarter

and

vote

determine

schedule

for

regular meetings

by

periodic

dates

and

at

such

procedure

for

the

calling

of

special

meetings

Prior to

each

such

meeting

Secretary shall use his best

arrange

agenda

meeting which

among other things

shall

list

all

financing

which

will be presented

proposals

at

such

he shall endeavor to deliver to Directors seven

meeting and which agenda

days prior to the meeting

efforts

to

an

for

the

such

Directors

representing

simple

majority of all Members shall

quorum at

meeting

in

Any Director may participate

conference

telephone

can

hear each

provided all Directors

constitute

meeting by

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

Member may provide

addition

other Director appointed by it

In

voted

the

by

Section

of

each

Director

to be

8.02

of

meeting

proxy for

Subscription to Financing Proposals

As part

financial proposals for construction

Foundation

other investment opportunities

may be presented by

institutions

local

for

review

lending

by the Members

the

loans

or

mortgage

representatives of

The

Directors

shall

solicit

receive

consider

and

transmit

to

their

Members

all

enforceable

commitments

made

all

binding

by

banks and savings

and

loan associations

whether or not they

respective

cooperating

are

for

loans

construction

projects

Directors

to

local

or

or

projects

nonlocal

for

local

developers

unionbuilt

or nonunionbuilt

of this

receipt

each

Member shall

Upon

of

or nonlocal

construction

for

information

from

the

the

full

Board

the

institutions

of

Trustees

or

the Foundation of all

notify

designated representatives of each Member of

information received by them

The

trustees

of

the

other

Members

shall

then

determine

if

desire

to

they

participate

construction mortgage loan and

specific

if

The

from all

of

desire

to

tion

The

so

the

amount

of

their

in

the

participation

Directors of the Foundation shall accumulate the responses

Members and shall advise

the lending

institution of its

the

participate

amount

or

of

not

and

if

so

the

amount

of

the

participa

the

shall

be

the

amount

of

the

participation

the

individual

Members

Each

said

loan

aggregate participations

by

shall

be deemed and

construed

to

constitute

and

distinct

separate

transaction and shall be documented

legal

as

trust and the

separate

Foundation shall maintain its books and records of account accordingly

Section

broker

8.03

banker

mortgage

other third

party

Member or Director

no

shall

of

the

Reliance

by

Third

Parties

No

borrower

investment advisor agent or any

correspondent

be

entitled

to

Foundation

The

upon any action of any

Foundation itself

shall have

commitment

Commitments as

to

rely

to

issue

authority

financing

shall

transactions

be

particular

issued if at all by an appropriate

Transaction Trust pursuant to the provisions of Article IX hereof

ARTICLE

TRANSACTION

IX

TRUSTS

When

in whole or in

financing proposal has been subscribed

those

promptly as practicable

Members who

have

thereafter

subscribed to such

the Beneficiaries

shall

form

financing proposal

and

fund

Transaction

Trust in accordance with the provisions of this

Article IX

as

part

Transaction

Trust

shall be formed

the

execution

of

by

Transaction

Trust

in counterparts or otherwise

the

Agreement

by

Beneficiaries

and

the

Foundation

as Trustee

of

Transaction

Trust

with such

modifications

as such

Beneficiaries

and

the Foundation shall

unanimously find

their respective

which

thereon

acceptable

signatures

shall

be

conclusively

evidenced

by

order to assure

that

no Member who undertakes

to partici

transaction

with

other Members may be embarrassed by

pate

financing

the financial

Member to fund its portion of the financing

Inability of

In

in

the

specified

time each

execution of its Transaction

shall concurrently with its

Beneficiary

fund

in cash

its share

of

Agreement

and

Transaction

financing

proposal

subject

at

the

in

participation

the

Trust

Trust

Such

deliver

counsel

such

Trustee

The

with

the

Transaction

Trust

shall

thereafter promptly execute

and

commitment and

other documents as shall

be

approved

by

bank

shall

then

and

savings

enter

loan

into

Participation Agreement

association

other

financial

or

the

Lead

Lender

to

service

the

which

shall

act

organization

as

Transaction

The

Trustee may but shall not be required

to engage

for

Trustee

the

and

of

the

Corporate

aggregation

representation

collective interests of the Beneficiaries where it is legally necessary

or in the best interests of the Beneficiaries

to do so

Foundation

bank

In

or

any

All participations

shall

as Trustee

by the

purchased by the Members and taken

be coparticipations

with the originating

and loan association and not the purchase

of an interest

investment from the bank or savings

and loan

savings

existing

The

tion

shall

lender

as

not

In

interest of

aggregated

exceed fifty per cent

all

part

of

rate

of

interest

transactions

the

above

comparable

pro

rata

in

total

shall

single

participa

loan commitment

receive

from

prevailing market

commercial financing

the

and

their

to

or

for

the

of

the Members

participations

their participation

interest at

points

Members

all

507

extent

the

share

points

of

the

represent

financing

return on

the

lead

the

loan

to

the

and

not

and/or reimbursement

compensation

bank

or

and

loan

originating

savings

association for the actual expenses

incurred

and/or

services

rendered

in

the

construction

servicing

mortgage

loan

ARTICLE

EXPENSES

Section

funds

10.01

available

are

Directors

connection

ADMINISTRATION

REIMBURSEMENTS

The

Foundation may

incur

and as

Expenses

such

as

be

the

pay

expenses

may

approved

by

the

reasonable

heretofore

incurred

in

expenses

including

with its organization

Section

10.02

Reimbursement

From

Trans

Payments

of

the

institutions

from

whom

representatives

lending

loans

or with

whom loans

are

made

shall

be

are

bought

requested to

obtain

from

each

borrower

commitment

to

the

prospective

pay

as Trustee of the particular

at the

time

such

Foundation

transaction

transaction documents are established

sufficient to reimburse

an amount

both the organizational

and

transaction

and

legal

an

expenses of such

allocated portion of the organizational

and

operating expenses of the

Foundation

As

each

such

allocated

the

to

transaction

portion of

and

of

the

Foundation

shall

be

organizational

operating

expenses

determined by the Directors

actions

pense

The

Section

10.03

The

Foundation

shall

Regulatory

Compliance

state

taxexempt

status tax rulings federal

and

state

securities

noaction

letters

and

ERISA

as

exemptions

determined by vote of the Directors

or by duly delegated officers of

the Foundation

on recommendation

of counsel

apply

for

such

federal

Section

such

adopt

may

limitation

time

to

and

10.04 Forms Rules

rules

and

forms

and

as

the

ARTICLE

XI

financing

procedures

Procedures

procedures

Directors

Foundation

without

including

The

may

determine

from

time

GENERAL

PROVISIONS

Section 11.01 Amendments

This Agreement may be amended only

writing signed

by the then Members holding at least

majority of

amendments shall be made

the total voting power of the Foundation

Such

ERISA and

after due consideration of applicable

only

tax securities

other laws and regulations

by

Section

Sections

deemed

of

to

this

affect

11.02

Headings

are

The

for

Agreement

the

interpretation

of

headings

convenience

only

Agreement

9--

or

validity

of

the

Articles

and

shall

any

part

and

not

of

be

this

Section

of

the

to

11.03

this

ualif led

Status

that

the

It

is

the

Foundation

intended

purpose

shall

be and at all

parties

Agreement

times

remain exempt

from federal

and state

income

taxes

The

Foundation

of

shall

avoid the receipt

income

or payments which

are

inconsistent

with the taxexempt

of the

status

Foundation and its Members

No part

of any net

earnings of the Foundation shall inure to the benefit of any

If any

private person

court

or administrative ruling

holds that any

provision of this Agreement or any of the procedures

rules

practices

or

documents

of

the

Foundation

are

inconsistent

with

applicable

under

laws

qualification

requirements

and/or

presently

existing

or any

laws

or regulations

hereinafter enacted

regulations

or adopted

such

rule

any

provision

procedure

or

document

shall

be

practice

and

the

Members

shall

thereafter promptly attempt

nullified

to make

changes

as

accomplishing

such

the

to

retain

may be necessary

purposes of this Agreement

10

such

status

while

fully

AMENDED

BATON ROUGE BUILDING AND

CONSTRUCTION

INDUSTRY

FOUNDATION

CONSTRUCTION

INDUSTRY

INVESTMENT

Kendrick

Loop

North Courthouse

Square

Shuinaker

1000

Toledo

800

Jackson

Ohio

43624

6625056

PLAN

EXHIBIT

INDEX

Page

ARTICLE

DEFINITIONS

Union

Section

Section

Section

Association

Employee Benefit

Employee Benefit

Plan

Section

Section

Section

Section

Section

Section

Section

Section

Section

ARTICLE

10

Director

ERISA

Foundation

Member

Founder Members

12

Additional Member

Foundation ByLaws

II

PLAN OPERATION

11

Section

Section

Section

Section

Section

Section

Section

Section

Section

Section

Roster of Lenders

Receipt of Commitments

Transmittal of Data

Rules

and Regulations

Plan Account

Employee Benefit

Records of Investments

Investments

Principal

Payments

Payments

Participation Requirements

Mortgage Loan Commitments

CoParticipations

Limited Investment

Department of Labor Regulations

Interest

10

Section

Section

Section

Section

11

Section

Section

15

16

Recordkeeping

Take

Out Loan

ARTICLE

III

SPENDTHRIFT

ARTICLE

IV

EFFECTIVE DATE

Section

Section

Section

Section

Plan

Plan Contributions

12

13

14

Commitments

PROVISIONS

Effective

Date

Termination and

AND

TERNINATION

10

10

Distribution

Alternate Distribution

Amendments

10

10

10

Page

ARTICLE

CONSTRUCTION

Section

Governing Law

Validity of Documents

11

Section

Section

Section

Section

Section

Section

Illegality

Judicial Construction

Extent

of Director Liability

Section

Severability

Effect

of

Titles

11

11

11

11

12

12

Execution

12

12

ii

BATON ROUGE BUILDING AND

CONSTRUCTION

INDUSTRY FOUNDATION

CONSTRUCTION

INDUSTRY INVESTMENT PLAN

THIS

made

and

entered

into

at

Baton

AGREEMENT

Rouge

Louisiana by and among

the Directors

the

appointed by

Employee Benefit

the

Plans

who

Founder

Members

of

the

Baton

and

are

Rouge

Building

Foundation

those

hereinafter

Construction

as

terms

are

Industry

defined

certain of said Employee Benefit

Plans the Founder

have established

nonprofit corporation under the laws of the

State

of Louisiana

known as the Baton Rouge Building and Construction

of Trustees

of said

Industry Foundation to enable the Boards

Employee

Benefit Plans which become members of the Foundation to make legal

and

combined

and

consolidated

basis but compliant

prudent investments on

in all respects with all requirements of LMRA

ERISA and the Code and

WHEREAS

Members

WHEREAS

members

of

the

WHEREAS

of

of

the

Board

and

Incorporation

establish

Plan for

WHEREAS

effectuate

and

Founder Members have

appointed their

Directors of the Foundation

and

the

Board

the

provisions

NOW

the

the

of

Directors

ByLaws

of

the

Foundation

and

Board

of

respective

by the terms of the Articles

is

to

Foundation

empowered

Directors

desires

provisions of the Foundation by

of the Plan for the Foundation

setting

te

implement

forth

the

and

terms

in consideration of these

the mutual

THEREFORE

premises

considera

and valuable

herein contained

and

for other good

the

tion

and

of

which

are

receipt

sufficiency

hereby

mutually

of

it

is

the

Board

Directors

as

acknowledged

agreed

by and

among

follows

covenants

ARTICLE

DEFINITIONS

SECTION

UNION

Union

term

The

used

as

herein

shall

mean

labor

any

organi

is

which

zation

the

designated collective bargaining

duly

of

workmen

representative

in the

engaged

building

and

construction

in

the

Baton

industry

greater

Louisiana

and

Rouge

area

of

cosponsor

which

SECTION

of

any

member of

the

Employee Benefit

Foundation

Plan

ASSOCIATION

The

tion

becomes

Association

term

employers which

used herein

as

shall

mean

any

associa

is

the representative

of Employers engaged

in

and

construction

in

the

building

industry

Baton

Louisiana

area

who

greater

Rouge

employ

workmen represented by

Union and

the

of

cosponsor

which

SECTION

becomes

EMPLOYEE

The

term

BENEFIT

The

used herein shall

33 of ERISA which

Section

is sponsored

more Associations

by

one

or

more Unions

of

the

Foundation

member

is

exempt

from

501a

of

Code

EMPLOYEE

mean

as

in

Section

shall

Plan

defined

as

BENEFIT

Plan

PLAN

becomes

SECTION

any Employee Benefit

Foundation

the

Employee Benefit

employee benefit plan

or

member of

the

PLAN

taxation

by

and

mean

any

one

and

virtue

of

CONTRIBUTIONS

herein

term Employee Benefit Plan Contributions

as used

made

the

Foundation

to

payments

by

participating

Employee

Plans

Benefit

accordance

in

with

Plan

this

Foundation

the

and/or

ByLaws

PLAN

SECTION

The

Plan as used herein

term

and

procedures for the

Plans

by the Directors

SECTION

Board

as

set

shall

monies

of

mean the program methods

from the Employee Benefit

herein

forth

DIRECTOR

of

Section

investment

The

term Director as used herein shall mean

Directors of the Foundation appointed pursuant

5.01

of the Foundation ByLaws

or Section 5.02

SECTION

member of the

to Article

ERISA

term

The

Retirement

Income

the

Department

thereunder

SECTION

of

ERISA

as

Act

Security

the

Treasury

used

herein

of

1974

and

the

as

shall

the

mean

amended

Employee

regulations of

Labor promulgated

and

Department

of

herein

shall

FOUNDATION

The

term

Foundation

used

as

SECTION

the

mean

and

Construction

Foundation

Building

Industry

under

the

laws

of

the

State

of

corporation

organized

originally adopted and as it may be subsequently amended

Rouge

Baton

nonprofit

as

Louisiana

MEMBER

The

term

Member

Members

who

are

the

Additional

Members as

as

used

herein

members

original

hereafter

and

may

shall

mean both the Founder

Foundation

and

such

of

the

from

time

to

time

be

admitted

of

the

Section 3.03

pursuant

provisions

III

Foundation ByLaws

The

term

shall

not

include

Founder

Member

or

any

Additional

Member whose membership shall have

terminated prior to the

pertinent determination of Member status

to

SECTION

the

FOUNDER

10

of

Article

MEMBERS

Members

term Founder

which are the

Employee Benefit Plans

the Foundation

The

as

used

initial

herein

shall

organizational

mean those

members of

SECTION

ADDITIONAL

11

MEMBER

The

term

Additional

Member as used

herein shall

mean

an

Plan which

Employee Benefit

is

not

Founder

Member and

which

is

admitted

to

in the

Foundation pursuant

to

Article III

participation

Section 3.03 of the Foundation ByLaws

SECTION

FOUNDATION BY-LAWS

12

The

Board

of

term

Directors

Foundation

ByLaws means the

of the Foundation

ByLaws

adopted

by

the

ARTICLE

II

PLAN OPERATION

SECTION

ROSTER

OF LENDERS

The Directors shall establish contact

with and shall maintain

roster of all

banks

and

loan

and

savings

associations

mortgage

in

brokers

involved

and

of

generating

bidding

approving

funding

construction

loans

to

contractors

in

the

general

geographic

juris

dictions set

forth

in the

collective

the

bargaining agreement between

Union and the Association

SECTION

RECEIPT

Directors

shall

solicit receive consider

and

transmit

enforceable

commitments made

all

banks

by

cooperating

The

all

binding

for

are

and mortgage brokers whether

associations

or not

they

local

nonlocal

for

local

or

or nonlocal

developers

or for unionbuilt

or nonunionbuilt

construction

projects

and

savings

COMMITMENTS

OF

loan

loans

construction

to

which

projects

shall

and

761

with the terms conditions

Prohibited

Transaction

Exemption

comply

of

provisions

and

which

comply

by the Directors and

incorporated herein

SECTION

TRANSMITTAL

OF

with the guidelines adopted

which are attached hereto and

DATA

All data

obtained by the Directors

from banks

and

savings

and mortgage brokers

shall

associations

as hereinbefore described

be

to

the

Boards

of

of

the

Trustees

promptly transmitted

Employee

Benefit Plans participating

herein at such

time

and

in such

manner as

loan

shall

be

cipating

determined by the Directors

Employee Benefit Plans

SECTION

RULES

any

setting

approval

of

the

parti

REGULATIONS

shall

rules

and

promulgate

regulations

Employee Benefit Plans which desire to participate

of

the

construction

loan

proffered

mortgage

participations

forth

the manner

in which the Employee Benefit Plans desiring to

participate

amount

the

Directors

The

applicable

in

AND

with

of

to

those

therein

such

shall

notify

participation

the

and

Directors

such

other

of

fact

of

the

information

as

the

such

Directors deem appropriate

investment

decision

for

or

Benefit

In

no

on

behalf

event

shall

of

the

Directors

make

any

Employee

participating

any

Plan

EMPLOYEE

SECTION

BENEFIT

PLAN ACCOUNT

one

If an Employee Benefit

Plan decides

to participate

in any

construction mortgage participations

the

Board

more of the offered

of Trustees of the Employee Benefit

Plan

shall

forward

to the Directors

the dollar amount

of its participation

therein

The

contributions

from

Plans

in each

transaction

shall

be

the

Employee Benefit

participating

or

promptly transmitted

SECTION

RECORDS

The

the

to

INVESTMENTS

OF

Foundation

shall

under

the

of

the

extent

including

nature

and

lender

lead

names

records

as

investment

here

Employee Benefit

Plans

to

participating

each

of

all

loan

participation

copies

of

and

interest

documents

on the

periodic payments

principal

and

such

other

information

the

with

the

advice

investment

as

Directors

of their professional

shall

determine

of

this

infor

advisors

Copies

be

made

available

basis

to

all

mation shall

on

regular

Employee

records

of

keep

all

the

of

Benefit

Plans participating

SECTION

INVESTMENTS

in

each

said

investment

be

in

of

investments

shall

the

name

acquired

the

investments

shall

be

made by

Payments to fund

Members

in

each

investment

respective

participating

Repayments

and

interest

shall

be

made

to

and

in

the

name

of

principal

respective Members participating in each investment

All

Foundation

SECTION

PRINCIPAL

Foundation shall on

regular basis remit

Benefit

Plans

their

rata

shares

Employee

pro

to

cipating

repayment and

investment

of

SECTION

INTEREST

the

of

the

PAYMENTS

The

income

the

earned

on

their

respective

all

participations

parti

principal

in

each

PAYMENTS

all

of

Foundation

shall

receive

and

record

payments

from

such

interest

investments

The

income

on interim holding account

the

be

used first

to pay all

to

investments shall

expenses attendant

operation of the Foundation and shall thereafter be distributed pro rata

Benefit

Plans

To

the

extent

to

participating

Employee

expenses

remain after

the

attributable

to

the

of

the

Foundation

operation

The

application

of

the

preceding

sentence

remittances

of

the

pro

rata

shares

shall

SECTION

made

be

on

expenses

to

rata

pro

the

PARTICIPATION

10

In

all

bank

originating

participation

participations

the

or

and

loan

or

above

savings

interest

their

the

to

the

loan

to

the

net

of

at

Members

shall

association

for

comparable

pro

rata

receive

as

part

from

of

the

their

the

prevailing market

commercial financing

and

transactions

points

Plans

REQUIREMENTS

interest

of

rate

Employee Benefit

participating

basis

extent

the

share

points

of

the

financing

represent return on

and/or reimbursement

and

not

compensation

and

loan

originating

bank

asso

savings

ciation or mortgage broker for the actual expenses

incurred and/or services rendered in servicing the

construction mortgage loan

SECTION

MORTGAGE

11

LOAN

COITMENTS

The

Foundation shall

not

forward

for

consideration

by the

loan

commitments for purchase

of

any construction mortgage

and

loan

participation

through the Foundation unless the bank

savings

association or mortgage broker originating the commitment has

valid

legal binding and enforceable commitment to the loan applicant and the

borrower

for

the

construction

without

loan

to

mortgage

regard

Members

participation

Foundation

SECTION

by

any

Employee

Benefit

Plan

participating

in

the

COPARTICIPATIONS

12

All participations purchased by an Employee Benefit Plan shall

with

the

bank

or

and

loan

coparticipations

originating

savings

association in the commitments and not the purchase of an interest

in

and loan association

any existing investment from the bank or savings

be

SECTION

LIMITED

13

In

no

event

INVESTMENT

shall

any

Employee Benefit

more than ten per cent

Employee Benefit Plan at

participation investment nor

of

said

Plan invest

10% of the

assets

cost

single

in

any

more

33

cent

than

1/3%

of

thirtythree

the

assets

and

onethird

of

said

per

Employee

Plan at cost

in

all

of

the

Benefit

participation

investments obtained through the Foundation

Foundation

The

shall

loan

mortgage

association

SECTION

in

has

less

than

fifty

OF

DEPARTMENT

14

construction

in any

participate

participating

and

loan

the

bank

or

originating

savings

not

which

LABOR

50% interest

per cent

in

the

loan

REGULATIONS

of

and

The

Directors do hereby adopt

expressly make

part

and

the

Plan Department of Labor Regulation Section 2550.408b2e

Section

Without

2550.408b2f

limiting the

examples of Regulation

who

has

interest

in the

Director

an

generality of the foregoing

any

in

to

be

is

involved

construction

employer entity which

project

trusteed

financed

the participation

in which

is being

commitment

by

this

by

the

shall

Foundation

abstain

from

voting

on

the

participation

determination

himself from the

absent

room when the

tion in

said

issue

consideration

and

of

the

commitment

Directors

purchase

is

under

of

meeting

participa

discussion

and

that

he

has

not

represent on the record

the

with

other

Director

participation

any

nor has he attempted to exert any influence upon any

Director with regard to the issue

discussed

SECTION

RECORDKEEPING

15

The

Foundation

shall

maintain or

cause

to

be maintained

for

loan

such

of

each

participation

period of six

years from the date

of

the

Internal

Labor

records as are necessary to enable the Department

the

Plans

and

beneficiaries

or

Revenue

Service

participants

any

to determine

by the Plan

employee organization whose members are covered

whether

all

conditions

of

the

Department

transaction exemption have been met

TAXE OUT

SECTION

16

lending

Before the

institution

person other

repayment

of

than

the

LOAN

of

Labors

prohibited

COMMITMENTS

Loan is made the Foundation shall receive from the

written commitment for permanent financing from

participating Plan or the Foundation to enable full

participating

loan

upon

completion

of

construction

ARTICLE

SPENDTHRIFT

No

benefits

any

If by reason

any

event

III

PROVISIONS

of any benefits

to be given

part

shall be assigned

alienated or

of

or

any

for

such

any

act

other

by operation of

reason except by

hereunder or

any manner

in

law

an

by

act

payments of

encumbered

the happening

of

authorized by the

shall

to

be

benefit

cease

payment or account

Plan

of

employee or beneficiary

any

Employee Benefit

either directly or indirectly

or if by reason of

participating herein

of

such

to

or

an

or

beneficiary

alienate

charge

attempt

employee

encumber the same or by reason of the bankruptcy or insolvency of such

or because

of any

attachment

garnishment

employee or his beneficiary

or judgment

execution or other proceedings

of any

or any order finding

of law or equity the same

for

this

would

vest

in

court

except

provision

than

and be enjoyed by some other person firm corporation or otherwise

then

all of the rights

and benefits provided

for

as provided for herein

Directors

any

enjoyed

any

by

such

and desist and

shall cease

herein for any such employee or beneficiary

such

benefit

of

benefit

such

or

on

account

thereafter

payment

any

any

which would have

been enjoyed by such employee or beneficiary

except

for this provision

shall be held

and

disposed of by the Directors may

of

for the

care

and maintenance

cause

to be

or expended

paid

support

of

the

said

out

monies due

employee or beneficiary

employee or

shall

be

deemed

and

such

sums as in their

discretion

beneficiary

just

the

benefit

of

said

the

amount

withheld for

proper which do not exceed

said

employee or

beneficiary

ARTICLE

EFFECTIVE DATE

SECTION

July

TERMINATION

AND

EFFECTIVE DATE

The

of

IV

Plan

created

hereby

shall

become

effective

on

the

1st

day

1984

TERMINATION

SECTION

DISTRIBUTION

AND

of

The

Plan may be terminated at any time

by

agreement

of such

In the event

termination

majority of the Members then serving

investments shall be made by the Foundation in construction

no further

remittances to the Members

shall

be

loans all future

placed in an

in

the

of

the

and

account

name

Members

incomeproducing

expenses

applicable to the operation of the Plan and the Foundation shall be paid

the

Directors

the

herein provided

At

such

time

as

determine

as

on

pro rata basis the proceeds of such

from the

account

interestbearing

plus

any

Plans

to

the

Benefit

less

Employee

applicable

expenses

any

termination

the

at

the

time

of

Notwithstanding

participating

shall

follow

such

termination

of

the

Plan

winding

period

up

Foundation

distribute

additional

shall

loans

termination

Plan

the

to

including

payment of

SECTION

enable

the

the

Directors to conclude

collection of principal and

the

operations of

payments

interest

the

and

expenses

ALTERNATE

In

income

lieu

of

DISTRIBUTION

the

distribution

set

forth

In

Section

hereof

the

Directors

then

serving

have

been

set

of

the

Foundation

aside

or actuarially

secured turn over any surplus monies and property

that

in the

Foundation to any future

foundation

through

may be created

upon the

Directors

the

of

agreement

may after all

collective

SECTION

bargaining

majority of

obligations

the

process

AMENDMENTS

This Plan may be amended

majority vote of the Directors

at

10

any

time

and

from

time

to

time

by

ARTICLE

CONSTRUCTION

SECTION

GOVERNING

Plan

is created

and

in the

State

of Louisiana

accepted

pertaining to the validity or construction hereof and

the

and

transactions of the parties hereto shall be determined

acts

State

accordance

with the laws

of

as to

of

the

Louisiana

except

This

and

of

in

LAW

all

questions

matters governed

SECTION

federal law

by

VALIDITY

OF

DOCUMENTS

the

Anything herein contained to the contrary notwithstanding

Directors

shall

not

have

for

the

of

this

responsibility

validity

any

of

Plan or for the form genuineness

validity or sufficiency or effect

included

insurance

in

the

Foundation

for

the

contract

at

time

or

any

any

null and

act of any person or persons which may render any such

contract

void

failure

of any

the proceeds

or for the

insurance company

to pay

shall

avails and benefits of any such contract

as and when the same

become due and payable

or for any

occasioned

reason

of

delay

by

any

restriction or provision contained in any such

or if for any

contract

whatsoever

contract

shall

or

otherwise

become

reason

any

lapse

uncollectible

and

SECTION

EFFECT

OF

ILLEGALITY

of this Plan be held to be unlawful as to

any provision

fact

such

shall

not

instance

or

provision

adversely

other provisions

of

said

herein contained

or application

to any

other person or instance

unless such

provisions

legality shall

make impossible the function of the Foundation or the Plan

No Director

Should

or

person

affect

the

any

done

of any

shall be held

liable for any act

or performed in pursuance

of the fact

that

such

provisions herein contained regardless

provisions

such

provisions shall in

may be held unlawful prior to the time when

court

of competent

fact be held to be unlawful by

jurisdiction

SECTION

JUDICIAL

The

CONSTRUCTION

Directors

take

action or

obtain

proceeding they

accounts

or

judicial deter

necessary

to

of

construction of

mination or declaratory judgment as

question

any

the

action

thereunder

Plan or

for

instruction

as

to

Any such

any

the

be

all

to

under

determination shall

or claiming

binding upon

parties

Foundation ByLaws and/or the Plan

deem

to

settle

may

any

legal

to

their

11

EXTENT

SECTION

To

of

the

OF

DIRECTOR

fullest

action suit or

them including

any

any of

LIABILITY

permitted by law the costs

the

proceeding brought by or against

extent

and

expenses

Directors or

counsel

fees court costs and also including the

and/or

cost

of

settlement

of

suit

or

judgment

payment of

any

any

proceeding which the Directors may approve upon advice of their counsel

that

such

judgment or settlement was in payment of an obligation owed or

from

the

to be owed

Foundation shall be paid

reasonably deemed

by the

in

relation to matters as

it

be

to

which

shall

Foundation

except

suit

In

such

action

or

that

such

adjudged

proceeding

acting in bad faith or was negligent in the performance

hereunder

SECTION

only

Director

of

his

was

duties

TITLES

and

Titles of articles and

sections

this Plan is not

to be construed

SECTION

for

general information

reference thereto

are

by

EXECUTION

This

Plan may be executed

in any number of

which

shall

have

the

force

of

and

an

original

shall constitute

but one and the same

instrument

of

counterparts

said

each

counterparts

SEVERABILITY

SECTION

the event

that

article of this instrument

or any

any

part

determined to be

such

invalid

illegal or

illegality or

invalidity shall not affect the remaining provisions of this instrument

as presently written

or subsequently amended unless such

illegality or

In

thereof

is

from accomplishing

the purpose of this

parties hereto individually and collectively

negotiations aimed at correcting any such defect

invalidity prevents

Plan

agree

In

to

such

the

event

coence

Directors

the

12

WITNESS

the

Directors

and

the

Union

WHEREOF

Employer

have

executed

this

Plan

on

this

of

day

__________

to be effective as of the date

in

1984

set forth

____________________

Article IV Section

IN

Directors

EMPLOYER

DIRECTORS

UNION

MG dj

7/9/84

BATON

13

DIRECTORS

GUIDELINES

FOR

INVESTMENTS

BUILDING AND

The

of

the

Baton

CONSTRUCTION

BY THE

BATON

CONSTRUCTION

INDUSTRY

ROUGE

INDUSTRY

FOUNDATION

following guidelines are hereby adopted by the Directors

Foundation and are

Building and Construction Industry

into

and

made

the

Baton

and

Rouge

Building

part of

Industry Foundation Construction Industry Investment Plan

Rouge

incorporated

Construction

The

institutions

and

lending

will

initiate

process

for

all applications

loans

The

leaders

of

the

Baton

approve

Rouge

and

Construction

Trades

will

Building

Industry

owners

encourage

and

builders

to

to

those

Institutions

developers

apply

lending

participating with the Foundation in its construction industry invest

ment

However

program

and

solely

exclusively

the

with

and

generation

approval

lending institutions

of

all

loans

rest

the

The

first

contact

institution with the

by the

lending

Foundation will only be after the lending

institution has made

valid

binding and enforceable construction mortgage loan commitment

each

will

On

basis chronology

with

to

be

worked

out

periodic

institution

to

its

the

institution

lending

satisfaction

lending

advise

the

administrator of

the

Foundation of all construction

loan

mortgage

and

shall

showing

transmit

the

security

has

approved since the last communication

Foundations

administrator the loan

package

it

applications

to

borrower

contractor

the

amount

and

of

the

loan

subcontractors

rate

and

terms

description

of

of

loan

project

etc

administrator of the Foundation will Immediately

information received to all Plans

copy

of

each

The

and

forward

Plan

shall

all

and

the

Within

an

consider

each

time

acceptable

loan

commitment

frame

and

Trustees

the

make

determina

two

tions

shall

if

Foundation of

the

so to

Plan participate

what

financial

in

each

loan

and

extent

the

Each

Plan

shall

then advise

administrator

decisions on each loan commitment

of

the

accumulate

the

its

The

responses from each

institution

lending

administrator of

Plan

on

each

the

loan

Foundation

commitment

shall

and

shall

notify

the

Trust

deal

or

if

there

if

so

will be participation

in what

in

loan

each

and

aggregate amount

The

Foundation shall

act

under

Transaction

as trustee

for each

The

institution viii

Agreement

participation

lending

with the Foundation

as trustee not with the individual Plans

only

Trustees

The

10

and

Within

the

hundred

institution

one

pants

10

cent

The

lending

invested

of

days

of

the

lender

lead

execution

the

of

Transaction

Plan will fund

the

participating

to

participation

its

institution

for

will execute

Participation

with

the

Foundation as

the

each

Agreement

100Z

per

funding

loan

ten

Participation

11

the

the

and

participant

Trust

as trustee

Foundation

lending institution

the lending

institution as

with

Agreement

shall

all

keep

until

account

participants

of

the

lending

the

partici

drawn down

lending institution as lead lender will fully service

involvement by the Foundation or the participating

The

without

Plan

12

shall

be

documented

transactions

construction mortgage loans in accordance

procedures of the lending institution

The

participating

practices and

13

loan

Trustees of each Plan shall

from all cooperating

lending

The

commitments

binding and

commitments are for

enforceable

local

developers

local

construction

legally

projects

commitment

or

nonlocal

projects

receive

handled

and

with

and

institutions

has

been made

the

as

rules

consider all

for which

whether

the

developers

or

nonlocal

construction

and

unionbuilt construction

proj ects

projects

or

nonunionbuilt

construction

Provided

however

be

that

submit

required to

mortgage loans unless

its

invitation

pation

the

by

for

the

lending

to

the

the

institutions shall not

cooperating

lending

Foundation all commitments for construction

customerborrower

shall

have

consented

to

the

which partici

participation by the Foundation

Foundation shall be affirmatively recommended by

institution

the

Thousand

shall

be

in

$200000.00

or

more

conmiittnent

Dollars

the

of

amount

Hundred

Two

and

the

loan is generated by

Cc

branch or affiliate

institution and/or

is

for

construction

lending

to

performed in the geographic jurisdiction of the Foundation

the

14

All

the

Plans

shall

participations

purchased

by

with

the

institutions

in

originating

lending

not

the

of

investment

from

purchase

an

existing

coparticipations

commitments and

institutions

15

In no

Plan at

ten

single

of

In

17

any

any Plan

per

cent

be

the

the

invest

10%

of

participation

the

assets

investment

of

the

nor

and

onethird

cent

thirtythree

per

assets of the Plan at cost

in all

of

the

investments obtained through the Foundation

than

the

participation

16

shall

in

more

Foundation be

event

more than

cost

33 1/3%

Foundation

of

be

no

event

more than

shall

fifty

the

per

aggregate participation

cent

507

of

the

total

through

the

loan

Plan through

the

participation

purchase

by

any

the

the

Plan

shall

institution

originating

lending

In

with

require that

the

rate

of

actions

to

and

is

for

made

or

comparable

the

Plan receive

extent

the

not

above

the

commercial

prevailing

financing

its

pro

rata

share

of

the

return on

points represent

and/or

reimbursement to

the

compensation

institution

for

actual

rendered in servicing the

18

at

market

trans

and

the

points

loan

interest

incurred

and/or

expenses

construction mortgage loan

financing

the

loan

lending

services

and

adopt

expressly make

Labor Regulation

Section

and

the

Section 2550.408b2f

2550.408b2e

examples of Regulation

Without

Trustee of any

limiting the generality of the foregoing

any

Plan who has an interest in the employer entity which is involved

in

the participation

construction project to be financed by

commitment

part

in which

of

The

their

is being

shall

Trustees of the Plans

Plan documents Department

of

considered

abstain

nation

from

by

the

voting

Plan

on

shall

the

participation

determi

absent

the

issue

is under

ment

the

to

of

himself from

the Trustees

meeting room when

in said

commit

purchase of

participation

discussion and consideration

and

the

he

has

not

discussed

represent on the record that

with

other

Trustee

nor

has

he

participation

attempted

any

exert any influence upon any Trustee with regard

to

the

issue

19

considering and acting upon the purchase

commitment

the Trustees of each

Plan shall

pation

any

compliance with ERISA Section

In

in

of

act

partici

in

strict

404a

20

from

the

Before the loan

is

institution

lending

from

financing

person

Foundation

to

enable full

completion of construction

other

made

the

written

than

repayment

of

receive

Foundation shall

for

commitment

permanent

Plan

or

the

participating

the

participating

loan

upon

21

The

Foundation shall maintain or cause

to be maintained

from

the

date

of

each

loan

period of six

participation

years

such

records as are necessary to enable

the

of

Department

Labor the

Internal

Revenue Service the Plans participants and beneficiaries

any

of

Plan

and

or

employer

beneficiaries

participants

any

employee

organization whose members are covered

by the Plan to determine whether

all

conditions

of

Labors

the

of

transaction

Department

prohibited

for

exemption have

MG dj

7/9/84

BATON

been

met

LOOP

SHUMAKER

COURTHOUSE

NORTH

419

of

Division

Chief

of

Securities

43624

22

1984

Counsel

Finance

Corporation

and

OHIO

241-4201

June

Office

TOLEDO

JACKSON

1000

SQUARE

KENDRICK

Commission

Exchange

N.W

Street

D.C

20549

Washington

450

5th

Re

for

Request

NoAction

and

Building

Section

3a2

Act

of

Act

3c5

Sections

Act

The

trades

unions

working

In

of

of

and

the

Securities

15a1

of

Exchange

the

Securities

1934

3c11

and

of

the

Invebtment

Company

of

the

Investment

Advisers

Construction

Trades

Act

of

1940

Council

the

B6675/16770

Rouge

Building

confederation

which

Trades

the

the

of

The

which

unions

and

are

The

Department

and construction

building

and

construction

tradesmen

local

unions

all

members

Baton

Employers

Council

and

construction

building

local

building

represent

Louisiana

trades

Building

in

is

central

international

engaged

No

File

Baton

Trades Council

its

12g

Gentlemen

and

Employers

the

Rouge

1940

202a11

Section

Ladies

of

Baton

and

1934

Exchange

the

to

Relating

Foundation

Industry

Securities

of 1933

Act

3a4 3a5

Sections

Our

of

3a12

Sections

Letter

Construction

Rouge

is

are

affiliates

of

AFLCIO

and

of

the

Council

of

confederation

Industry

in

the

Construction

of

same

employers

geographic

area

The

the

local

Trades

unions

groups

desire

for

benefit

their

the

to

Council

and

establish

of

the

members cosponsor

and

employers

the

Employers

associations

construction

on

their

behalf

of

respective

investment

program

which they or

plans

Our firm has been

industry

benefit

pension

collectively the

employee

Council

within

Plans

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

22

June

1984

Page

retained

Council

as

to

counsel

special

assist

in

the

by

the

establishing

Trades

Council

and

the

Employers

program

In

brief

foundation

will be

established

to

pursuant

written

Plans who

want

to

in

the

agreement

among the

participate

foundation

The

foundation will be administered by

Board of Trustees

The

trustees will be directed to establish procedures to allow the Plans

to acquire

in construction

participations

loans

The

period mortgage

foundation

will contact

in central

lending

institutions

Louisiana

to

learn

of the availability of participations

In mortgage

loans and pass

Information along

to its member Plans

Each

Individual Plan will

determine whether to participate in the proposed loan and the extent

of

its

This

decision

will

be

communicated

to

the

participation

which will tabulate

foundation

the

Inform the

lending

responses and

institution as to the aggregate amount of participation

interests which

this

the

Plans wish

acquire

to

in

will

establish

participating

mortgage

each

trust

as

or

separate

acquiring

entity

lending

transaction

with the

foundation

The

Plans

will transfer the

acting as trustee

funds

which will forward

these

runds to the

required to the foundation

institution

The

foundation

will not

take

lending

possession of any

funds

or

securities

of

the

and

will

have

investment

Plans

no

conduit

responsibilities

serving merely as

through which the Plans

The

Plans

the

and

lending Institutions can communicate

participating in mortgage loans

to

indicate

mutual

interest

In

We

that

us that

the

Staff

of

respectfully request

you advise

Securities

and

Commission

Exchange

the Commission will not

recommend that the Commission take

action if the program

any enforcement

is organized and operated in the manner

set forth

in this letter

the

trusts

as

Securities

upon

set

without

registering

securities

under

Act

of

1933

the

exemption from

forth

in Section

the

trusts

the

3a2

as

Exchange

the

that

Act

of

21

the

the

Act in reliance

1933

registration provisions

of

without registering

securities

under

Securities

interests in

Section

of

the

the

1933

Act

interests

in

the

Section

12g

of

the

the

1934

Act

in

the

1934

in

statutory minimums specified

that

section

are

in

reliance

the

exceeded

upon

definition

of

securities

forth

In

set

exempt

event

Section

the

3a12 of the 1934 Act

Office

of

Division

Securities

22

June

Counsel

Chief

of

Corporation Finance

and Exchange

Cotnmission

1984

Page

without

the

or

registering either the foundation

brokerdealers

under the 1934 Act

the foundation

and

the trusts

do not

the

definitions

of

brokerdealer

trusts

as

either because

fall

within

contained

at

1934

Act

or

3a4

Sections

brokerdealer

Section

who deal

only

reliance

3a5

and

of

the

exemption from the

upon

registration requirement contained in

in

an

15a1 of the 1934 Act or those persons

in exempt

in

securities

as defined

Section 3a12 of that Act

without

individual

or the

registering the foundation

investment

under

the

as

companies

of

Investment

1940

the

Company Act

trusts

Investment

Act

In reliance upon

the exclusions from

Company

the definition of an Investment company

set forth

in

Sections

and

of

the

Investment

3c5

Company

Act

trusts

as

3c11

and

without registering the foundation or the

investment advisers under the Investmetit

Act in reliance upon an exemption from the

Advisers

definition

of

Section 202a

investment

adviser

DESCRIPTION

OF PROPOSED

forth

set

11 of the Investment

Advisers

in

Act

OPERATIONS

above

the Trades Council

and

the Employers

Council

traditional

investment

alternative

to

the

develop

available to the employee pension benefit plans maintained

opportunities

all

under

their

members

The

Plans

are

by

respective

qualified

As

desire

to

Section

401

noted

an

of

the

Internal

Revenue

Code

1954

of

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

fl0O1

from

Employee

et

$15

seq

Retirement

1975

million to

and

$20

Supp

Income

Security

1983

million in

Act

ERISA

total

The

of

1974

Plans

29

range

U.S.C.A

in

size

assets

Plans

members of

of

the

unions participating

in the

are

Moreover

through affiliations with international unions

all

the

local

unions are affiliated with the Baton Rouge

Building and

confederation

of

local

and

Construction

Trades

building

Council

and

construction

which

construction

trades

unions

represent building

All

the

AFLCIO

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

22

June

1984

Page

tradesmen

in

central

Louisiana

The

Trades

Council

was

working

the

coordinate

locals to

employee benefits policies among

forum for employee grievance procedures

and

to

serve

as

the

focal

for

the

local

unions

contacts

with

the

All

community

point

are

members

of

the

Baton

Council

of

Construction

Rouge

employers

This

Council

constitutes

cohesive

Employers

bargaining

Employers

unit which bargains with the various local

unions

The

local

unions act

under

the

of

the

Trades

either

or

Council

as the

separately

auspices

to

organized

provide

may determine

locals

Council

and

the

Under

the

Trades

Employers

program the

Council

will establish

foundation

to be

known

as

the

Baton

Rouge

The

Building and Construction Industry Foundation the Foundation

Foundation will be

notforprofit unincorporated association organized

and will be qualified under

under and governed by the laws of Louisiana

of

the

Code

The

Foundation will provide

that

Section

501c

any

401

et seq

of the

Code

employee benefit plan

qualified under Sections

union affiliated

and

Trades Council or any

local

cosponsored

by the

with it or the Employers

Council or any employer affiliated with it

investment of

to participate

in the Foundation

if collective

may elect

Plans

the

funds

parties

not

prohibited

Plans which

The

to

is

and

be

elect

governed

by

to

four

by

the

instrument creatin

participate

documents

in

the

Plan

the

Foundation will be

Foundation Agreement

for

Construction

Participation

Agreement

Mortgage Loan

The

Construction Industry Investment Plan with

Guidelines

attached as Exhibit

through 21

The

The

to

the

The

Copies

of

these

this

letter

as

Plan

and

Transactional

documents

the

Trust Agreement

Master

and

Exhibits

Documents

are

included

with

respectively

Board

of

Trustees

will be administered by

shall be

Plan

in

the

Foundation

Every

participating

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

Foundation

The

Trustees

the

the

on

Plan

the

their

shall

not

Foundation

will

allow

of

The

funds

in

receive

Trustees

Trustees

The

Board

way

that

would

the

any

Plans

benefit both

compensation

to

their

for

serving

utilize

portion of

members and the local

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

June

22

1984

Page

Rather than

in anonymous

or other

community

investing

corporations

the

Plans

more traditional

investment

media

to

new

hope

encourage

for

their

construction

within

their jurisdictions

and

create

jobs

members

such

as the

Foundation

By creating an umbrella organization

of

Plans

contribute

to

the

of

number

the

can

financing

larger

The

Plans

and

involve

themselves in more extensive projects

inherent

in

achieve

the

and

the

economies

of

scale

can

expertise

the

Foundation

will

allow

the

Plans

investments

larger

Additionally

to minimize their

investment risk by providing

diversification among

and

locations

of

available

investments

that

could

not

they

types

projects

also

individually obtain

Foundation

will

and

loan

approach

every bank

savings

broker

in

the

central

insurance

and

association

mortgage

company

members

the

Louisiana

and

ask that

allow the Foundations

area

they

loans

in all

construction

to

period mortgage

opportunity

participate

All such participations shall be made in accordance with

made by them

The

documents

agree

to

the

unless

Foundation

participating

prepared by the

the paperwork

of the lending

institution

Plans

use

institutlolis

regarding

Upon receiving information from lending

shall

transmit

all

Plans

all

the

Foundation

to

loan

appropriate

institutions

The

materials received

from all cooperating

financial

Foundation will not sponsor

screen analyze or recommend in any way

brought to it and the individuals representing the Plans

any proposals

will take

all proposals presented to them back to their respective Plans

its

trustees

or

other

for

decision

Each

individual

Plan through

an

in

to participate

manager shall then determine If it desires

if

the

amount

of

its

loan

and

so

specific

opportunity

The

Plans would relay their decisions to the Foundation

participation

institution of the aggregate

which would

in turn

inform the lending

Plans would

then

of

desired

The

amount

participating

participation

with

the

trust agreement

create

trust

the Trust by entering into

investment

the

Foundation as

trustee

individual Plan would

the

formation of the Trust each

Upon

amount of its participation to the Foundation In the form of

drafts

made payable to the lending

institution

checks

or federal

funds

checks

and

deliver them to the

and

the

Foundation would collect

these

all

such

institution

The

institution would

keep

lending

lending

forward

the

contributions

required

productively

income

of

invested

the

Trust

time

until such

would be allocated

institution which

Any

participating Plans by the lending

made payable to the

deliver to the Foundation checks

checks

to

The

Foundation would then

distribute these

as

te

funds

are

among the various

would prepare and

individual Plans

the

Plans

This

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

June

22

1984

Page

administrative procedure would provide maximum protection

of the

funds

of

the

Plans by minimizing

the

for

and

effect

of

opportunity

any

since

the Foundation would

by the Foundation

misappropriation of funds

the

not have

investment

or disposition

any discretion over

management

the

of

the

of

Trust

assets

At

same

transaction

trusts

time funds

could

be

and

transferred

to

the

conveniently

efficiently

lending

institution with

minimum of involvement by the lending

institution

Any

the

time

that

participating

Plans

to

the

fees

collected

from the borrowers at

participation

is made will be immediately allocated

among the

Plans by the lending

and

distributed

institution

directly

loan

theloan

that

the

who

are

members

of

Trust

particular

through

as described above

Foundation

by the Foundation

Any expenses incurred

the

will be assessed to and reimbursed by the individual Plans

Thus

Foundation will not receive

and

it will not hold any

compensation

any

funds

in reserve or exercise any investment or management responsibility

relating to reserves

The

may

employees

are

prohibited

by

that

into through the

proposed to be entered

which

will be built

projects

by employers whose

covered

the

Plans

These

transaction8- would -be

by

transactions

loan

Foundation

fund

the

act

terms

class

761B PTE

of

ERISA absent

an

known

exemption

761B

exemption from Section 406 of

Prohibited

Transaction

as

been adopted by the Department of

Revenue

Service

Internal

the

Service for transactions similar in nature to those described here

fall within PTE

The

not

only

program as herein described does

which probably will not

include

because

the

trustees of the Plans

will make the

insurance company

or savings

and

loan association

bank

Exemption

Labor

the

Department

and

has

the

761B

investment

decisions on behalf of

with the Department

an application

ERISA

Section

based

on

408a

purposes of your response

ruling will be received

to

this

the

for

the

Plans

The

Foundation has

filed

administrative

under

an

exemption

criteria

of

PTE

For

letter

761B

the

Staff

may assume

that

such

The

Foundation will be subject

to many conditions imposed

by

Department resulting from their review of the exemption application

These

conditions are designed to help protect the employee/beneficiaries

the Foundation will be presented only with

of the Plans by insuring that

institution offering

loan opportunities

already approved by the lending

which

the

Foundation may be

the

the

risks

limiting

participations

the

their

between

the

Plans

selfdealing

Foundation

has

The

incorporated

sponsoring employers

all applicable conditions of PTE

into the Master Documents

and

additional

submitted

In addition has

guidelines

by

adopted twentyone

exposed

trustees

to

and

and

preventing

the

761B

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

22

June

1984

Page

which are attached to the

Department

Industry Invest

Construction1

Plan

ment

included

as

Exhibit

to

this

letter

The

Foundation

the

members of its Board of Trustees is already subject

to

through

law and contractual

common

to the

fiduciary duties

Plans and to the

general requirements of ERISA and the LMRA

the

Act

of

1933

Interests

in

the

Securities

deemed

to

be

securities

Section

3a2

of

act

that

trust

following

issued

be

PTE

made

the

or

participation

which interest

in connection with

761B

Under

from

fund

is

the

21

interest

any

conditions

the

exempts

tion

Trusts to be held

by

defined

in Section

as

loans

an

Plans

of

the

could

1933

be

Act

registration provisions

in

single

participa

stock

bonus

or

which

observe

the

following

benefit plan to an employer who

construction eriod loans

only

by

employee

by the plan

and

commitment for permanent financing must have

been

may be made

made by someone other than the plan before the loan can be made

the

decision

to

make

the

loan

must

be

made

an

bank

or

by

independent

insurance

which

meets

the

of

Section 338

of

company

requirements

has

may

employees covered

ERISA

or

loan

and

savings

Loan

Bank

loan

association

Board

pursuant

subject

to

its

to

regulation by the

discretionary

sole

control

the bank

regarding management of plan assets

and

loan

association must

or savings

company

commonly make

loans

on similar terms

and conditions

from its own

funds and the

must satisfy their qualifications

established for the review of

authority

insurance

such

by

Home

Federal

or

immediately after making the loan the aggregate amount

in

one

loans

of

an

individual

including

plan

any

in

the

cannot

exceed

ten

of

the

fair

employer participating

plan

percent

market

value

of

the

and

the

amount

of

plans

assets

aggregate

investments

of

the

in

loans

to

all

its

plan

participating

employers

cannot

exceed

and

thirtyfive

percent of the plans fair market value

such

of

loans

investments

certain

to

plan must be retained and made available

including

plan participants and beneficiaries

for

six years

from the

date

of the

loan

In addition

the Department

has

each

Trust

will not acquire

more than

50 percent

required that

in any individual construction

loan

This limitation will

participation

affect the ability of the Trust

enforcement

of the

loan

not

to effect

specified

documents

default

records

of

the

individuals

foreclosure

including

under the loan documents

on

the

mortgage

in

the

event

of

Office of Chief Counsel

Division of Corporation Finance

and

Securities

June

22

Commission

Exchange

1984

Page

which

meets

the

profitsharing

plan

under Section 401 of

qualification

Revenue Code

of

1954

other than

the

contributions

under

suchi

plan

any

which are held in

fund

maintained

trust

single

by

bank

for

single

employer and under which

pension

or

requirements

the

Internal

for

an

excess

amount

In

allocated

is

to

of

contribution

securities

employers

the

the

of

purchase

employer or by any company directly or

controlled

or

under

indirectly

controlling

by

common control

with the employer

which covers

or all of whom are employees within

employees some

the

of

such

Code or

meaning of Section

iii which is

plan funded

by an annuity contract

issued

by the

ii

401c1

described

If

is

our

requirements

interests

the

belief

that

these

the

1933

of

403b

Section

in

in

the

such

Code

Trusts are

of

interests are