# SHUMAKER LOOP

> Briefs, arguments, decisions, and more.

URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A7e20389e1decacc2

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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
Act
by Section

deemed

to

exempted

from

the

of

that

act

3a2

be

it

securities

registration

The
in parf
on whether
availability of this exemption turns
Trusts are considered single trusts or collective trusts which must
be maintained
bank
To
constitute
noncollective
or
by
single
the
member
Plans
and
their
must
be
trust
underlying
sponsors
their
of
interests
in
related
to
demonstrate
sufficiently
commonality
the

monitoring

administration of

the

We

take

Communications

Workers

America

Jan 27
the

Trust

limited

avail

our

as

of

the

starting

Trusts

America

1980

In

case

1980

that

CWA organized

the

point

Fed

Sec

the

contained

analysis

CCH

Rep

in

176321

Communications
Workers of
Retirement Trust the CWA

Savings and
its locals
and
employees of
employees of the CWA
The
various employers In bargaining units represented by the CWA
CWA
Trust
was
to
be
administered by
Board of Trustees
of
consisting
individuals representing the CWA and
selected by the
corporate trustee
All members
of
the
Board
of
Trustees
entitled to
were
employers
CWA
exercise equal authority over
all aspects of administration of the
to

Trust

including
established under

selection

the
the

of

investments

of

the

CWA

sponsorship
members and not as
means of promoting
services of any financial institution
its

The

structure
of

identical

to

limited

employees

to

that

of

of

the

Foundation

solely
the
sale

and

the

Trust

the

benefit

of

the

investment

Trusts

CWA Trust
Membership
employers in bargaining units

the

CWA

for

The

in

the

was
of

is virtually
Foundation is

represented

by

the

Office of Chief Counsel
Division of Corporation Finance
and

Securities

22

June

Exchange

Commission

1984

Page

member

locals

of

the Trades Council
The
individuals representing

Foundations
Board of Trustees
both
the
local
unions and the
comprised
no
trustee
Is
involved
All
participating employers
although
corporate
members of the Board will be entitled to exercise equal
authority over
all
in mind that
aspects of the Foundations
administration
keeping
Investment
decisions
made
the
member
Plans
are
by
Finally the
Foundation was established under the sponsorship of the Trades Council
and
the
Council
the
for
benefit
of
their
Employers
solely
is

of

means of promoting the sale of investment
member/employees and not as
of
services
or intermediary
This last factor
any financial Institution
was
described
In
the
Communications
Workers
the
as
correspondence
hallmark of
noncollective
trust
the
sale
without
Interests
in
Similarly
registration of
construction industry
investment program
organized pursuant to
to the
one
described here was viewed with approval
virtually identical
in Its letter
to this firm concerning the Northwestern Ohio
by the Staff
and
Construction Trades
Foundation
In
that
1984
Building
May
trusts

case

the

Staff

particularly

pointed
important

to

the

All

of

the

their

following

The

continuous

in

unions

factors

were

which

to

member plans would maintain
involvement in the operations

of

body

it

found

related

equivalent

through
membership
Trades Council

and

local

four

the

direct
the

trusts
The
of
each
employer
employees
In
foundation
the
were
participating
program
represented by one of the local
unions and
The

governed

by

participating
All
The

of

participating

AFLCIO

and

the

trustees

of

each

trust
were to be
operations of each
all
set
of
master documents which
plans would be parties to

factors
are
situation
present in the instant
unions are related through their affiliations with the
the
Trades
Council
The
decisions
to
be
made
by
member Plan and by the Foundations
Board of Trustees
and
continuous Involvement and responsibility of the
these

direct
requires
member Plans and their sponsors
on
behalf of their member/employees
All of the employees of each
in the
Foundation
employer participating

Office of Chief Counsel
Division of Corporation Finance
Securities
June

22

Page

10

and

Commission

Exchange

1984

local
unions
represented by one of the participating
Finally the
of
each
Trust
will
be
the
Master
Documents
operations
governed by
are

No

interest

in

Trust

the

be
in
to
issued
expected
some
or
all
plan
employees
the
of
the
meaning of Section
an
contract
described
in
by
annuity
None
of the
Trust
funds
will be used
for

connection with or held by any
of which
are
employees within

Code

or

funded

plan

any

Section

403b

direct

investment

of

the

Code

by

members

is

which

covers

401c1

of

the

and

public

include

none

of

the

funds

is

of

assets
or Individual
any Keogh plans
To
the extent that
trust
fund
Is created
single
for
it will not
be maintained by
but
single
employer
bank
by the
Foundation and in any event
the
Foundation will not cause
that
trust
fund
to Invest
In excess
of
the
contribution
for
an amount
employers
the
of
securities issued
purchase
by the
employer or by any
company
controlled
or
directly
indirectly
controlling
by or under common
presently
Retirement

control

to

expected
Accounts

with

the

employer

We
therefore believe that assuming the interests of the Plans
Trusts are securities under
Section
the
1933
.of
Act the
interests will be exempted from the registration requiremetts of that
act by the provisions of Section
in

21

the

3a2

Securities

12g

Section

of

1934

the

1934

Act

Exchange

of

Registration

class

Exempted security
Act

as

Securities

with assets
requires issuers
an
equity
security other than
500 or more persons
and who meet

Act

$1000000
exceeding
held of record by
exempted security
the
other
conditions
therein
specified
security with the Commission
and

of

of

to

register

the

3a12 of the

is

defined

or

in
single
participation
or
interest
participation
connection with
stock

in

Section

including
interest

any
trust

which

fund

security

bonus

is

issued

pension

the

requirements

of

the

In

clause

which

or
for

CodeJ

in

plan which meets
under
Section 401
qualification
other than
any
plan described

profitsharing

of

or
some

covers

employees
employees within the meaning
such
which
is
Code
or

ii

or
of

this

paragraph
of
whom
are
Section 401c
of
all

plan

class

funded

by

an

of

1.934

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June

22

Page

11

1984

described

contract

annuity

Section

in

403b

of

such

Code
that
Section 12g
the
to
the
Assuming
applies
Trusts
of the Trusts need not
be registered under the provisions of
Section
because
the
interests
are
under
exempted securities
Section
The
of
Section
is
to
language
equivalent
that
contained in Section
of the
1933 Act
interests
in
exempting
interests

12g

3a12

single

trust

fund

issued

connection with
under Section 401

in

plan

profitsharing
from the Staff

3a12

3a2

and

qualified
firm concerning
to this
Trades
Construction
Foundation May

not

be

Thus

we

the

the

bonus
Code

Northwestern

pension
See

Ohio

or

letter

Building

1984

ask to be advised that
under the provisions of

registered

stock
of

Interests
Section

in

Trusts need

the

12g1 of the

1934

Act
Securities

Act

Exchange

1934

of

Registration

as

BrokerDealer

3a4

The term broker
Section
of the
1934 Act
provides
In the
business of effecting trawsactions in
means any
person engaged
bank
securities for the account of others but does not include
Section

3a5

of

the

Act provides

1934

The term dealer means any
in the
person engaged
business of buying and
for
his
securities
selling
broker
but
does
own account
or
otherwise
through
Include
not
bank
or any person Insofar as he buys
or

securities

sells

individually or
as

part

Section
It

shall

to

make

of

for

his

own

in

some
fiduciary
regular business

account

either
but

capacity

not

15a1 of the 1934 Act provides in part
be

unlawful

use

of

broker or dealer
mails
or
means
any
interstate commerce to effect
for

any

the

instrumentality of
transactions in or

to

induce

or

attempt

to

or
any

induce

purchase or sale of any security other than an
or
commercial
bankers
exempted
security
paper
commercial
unless
such
broker
or
bills
acceptances
the

dealer
subsection

or

is
of

In
registered
this section

accordance

with

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June

22

Page

12

1984

It might

individual
individual

Trusts

be

would

either

that

argued

both

the

Foundation

and

the

brokers or dealers
The
in
the
business
of
engaged
either for their own account or on
effecting transactions in securities
behalf of their participating
Plans
As
indicated
each
Trust
above

Trusts

have

or

to

register

will

however

not

as

be

will

enter
into
the
of
only
single
transaction
purchase
In
participation
mortgage loan and will dissolve upon the completion
of that
transaction
To
the
extent
that
these
interests
participation
constitute
securities
under
are
securities
may
they
exempted
Section

3a12 of the 1934 Act as explained above
We

that
the
Foundation need
not
register as
Foundation will not be acquiring securities on
its own
thus will not be acting as
dealer
As It will be
as
conduit
to
facilitate
the
collective
of
acting merely
purchase
will
the
Foundation
be
the
Plans
neither
as
participations by
acting
investment
broker
The Foundation will neither hold funds
nor have any

broker

believe

also

dealer
behalf and

or

The

but
will act
in an
administrative capacity
to
responsibility
merely
transfer Information between
the lending institutions and the Plans
It
will
act
the
Plans
will
no.t
solicit
additional
only
on
behalf
seek
other -than
the
customers or otherwise
to act
on behalf of anyone
and
will
not
or
recommend
loan
Plans
analyze
sponsor
any
participation proposals
Finally the Foundation will not undertake any
sales
from the
or promotional efforts and will receive
no compensation
but
would
Plans for any actions taken
by it on behalf of the Trusts

receive

reimbursement
only
ministerial functions

for

In

performing

the
Foundation
is
assuming
acting
within the definition of
brokerdealer

in
its

which
manner
activities will

Even
it

its

incurred

expenses

brings
be
limited
to
in
the
interests
dealings
mortgage
participation
of the
securities which are exempted securities
under Section
1934
Act
Under Section
of
the
1934
Act persons effecting
the
transactions
in
securities
are
from
exempted
only
exempted
contained
in
that
section
See
the
letter
registration requirements
from
the
Staff
to this
firm concerning the Northwestern Ohio Building

3a12

15a1

and

Construction

Trades

Foundation

May

therefore
believe
that
neither
need to register as
brokerdealer

We

Foundation

1984

Investment
We
construction

do

Company Act
not

of

believe

period mortgage

the

Trusts

nor

the

1940
that

the

loans

would

of
in
participations
purchase
the acquisition of
constitute

of Chief
Counsel
Division of Corporation Finance
Securities and Exchange Commission
Office

June

22

Page

13

1984

Even if the participations are viewed as securities
security
however
the
Foundation
does
not
fall
within
the
definition
of
investment
of the
Investment Company Act as it will
company at Section
in the business
of investing
in securities
but
will merely
not
engage
such
securities on behalf of each
Trust
in
its
as
acquire
capacity

3a1

and

trustee

engage

securities

having

issuers

such

Section

It could
be
them on behalf of the Trusts
Trust
will issue
interests
to
the
equity
in the
business of owning
tori holding
value exceeding
of the value of
40 per centum

hold

passively

argued however
Plans and will

3a3

that

each

total

assets

Investment

Si

Act

Company

3c

Section
provides various exemptions from the definition
investment
In particular
company
companies meeting the following
criteria are not within the definition of investment
company
of

is
not
in
the
person who
engaged
redeemable
business
securities
issuing
faceamount
certificates of the installment type or
and
who
is
certificates
periodic
plan
payment
the
in one
or more of
primarily engaged
following
businesses
or
otherwise
purchasing
acquiring mortgages and other liens on and interests

Any

of

in

real

estate

11

stock
or
bonus
pension
Any employees
the
trust
which
meets
profitsharing
requirements
for qualification
under Section 401 of the Internal
of
Revenue Code
of
1954
or which
holds only assets
described
in
section
governmental plans

3a2C

of

the

Securities

Act

of

3c5C

Section

1933

be

The

Plans

will hold

equity interests
from
in the Trusts which
except
upon withdrawal
Trusts
will
be
made
or liquidation
of the
Trust
Interests in the
not
elect
to
available
to
the
but
to
those
Plans which
public
only
the
Foundation
through their involvement with
participate in the Trust
will not

redeemable

interests in
construction period mortgage
participation
where each loan
Trust
would be an interest in real estate
interests held
is fully
secured by real property and the participation
the Foundation
are sufficient
to give
as trustee for the
by the Trust
to foreclose the mortgage
securing the loan
Trust the right by itself
The

loan

in

held

the

August

by

event

of

1974

default
cited

in

MGIC Mortgage
letter
from
the

See
the

Corporation
Staff

to

avail

this

firm

Office of Chief
Counsel
Division of Corporation Finance
Securities and Exchange Commission
June

22

Page

14

1984

the

concerning
Foundation

Northwestern

April 20

Ohio

1984

and

Building

Because

in

the

Construction

Trades
each

situation

present

be fully
would
secured
real
the
property and
participation
by
interests held by
Trust
would give the Foundation
as trustee
for the
Trust the right by itself to foreclose the mortgage securing the loan
in
the
of
event
it appears
that
Trust
would
be
default
primarily
in purchasing
or otherwise
engaged
acquiring mortgages and other liens
on and interests in real estate
loan

3c11

Section

employee benefit plans underlying
excluded
from
the
definition of an
clause
of
Section
of
the

The

Trusts and the Foundation are
investment
the
first
company
by
Investment Company Act
the

3c11

Trusts themselves may also be excluded from the definition
of the
an investment
of Section
company by the first clause
Investment
The
Staff
stated
in
Communications
Company Act
Workers
that
the
first
clause
of
Section
of
the
Investment
supra
and
the
words single
trust
fund in Section
Company Act
of
the
Act
describe the same
of
As indicated
1933
trust
above
type
of the 1933
interests In the Trusts will fall within Section
The

3c11

of

3c11

3a2

3a2

Act

and

Section

therefore

would fall within
Investment Company Act

the

3c11 of the

Trusts

the

first

clause

therefore believe
the
Investment

that
assuming the Trusts fall
Company Act the Trusts will be
from registration as an investment
company by the provisions of
Section
above
or Section
as explained
We

Section

3a

of

3c5

Investment

within
exempt
either

3c11

Act

of

1940

202a11

of

the

Advisers

Section

adviser

investment

of

Investment

Advisers

Act

defines

an

as

for
in
the
person who
compensation
engages
business
of
either
or
advising
others
directly
through publications or writings as to the value of
securities or as to the advisability of Investing
any

or selling securities
or who
for
in purchasing
of
and
as
compensation
part
regular business
issues
or promulgates analysis or reports
concerning
securities
In

will

fall

our

within

interpretation
definition

the

neither
of

the

Trusts nor

investment

adviser

the

Foundation

Assuming

that

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June

22

Page

15

1984

Plans
Section

will

the

202a18

it

could

securities
as
defined
in
purchasing
Investment Advisers Act through the Trusts
that
the
Foundation will be
in
the
business of

be
of

be

the

argued
as to the
advising others namely the Plans
or
securities
in purchasing
selling
Foundations
duties however makes it clear

advisability of investing
close
of
the
analysis
that
the
have
sole
Plans

and
responsibility for choosing among loan participation opportunities
that
the
Foundation provides
to
the
Plans
The
no
advisory services
all
information received from
Foundation merely transmits to all Plans
financial
It is then
the
all cooperating
institutions
responsibility
of

the

individual

in

any

given

Plans to determine whether they desire to participate
The
Foundation will not screen in any way proposals
brought to it and the individuals representing the Plans will take all
for decision
proposals presented to them back to their respective Plans
in the
investment
decisions of the
The
Foundation thus
has
no
part

loan

Plans
Newsletter
avail January 23 1984 it was stated
would be recommended
to the Commission if
newsletter
Advisers
without
under
the
Investment
Act
printed
registering
information about securities where any such information about asecurity
would be prepared by the issuer
of the
and would be presented
security
advertisement
for
the
Because
the
Foundation would
as
an
security
distribute only information about
in
construction
participation
loan
the
financial
institution
period mortgage
prepared by
cooperating
such
information
as having been
issuing the participation
identify
In

that

no

Texas

action

an
transmit
all
financial institution
prepared by the cooperating
information given to the Foundation without commenting on screening
or
in
consider
the
the
information
evaluating
any
manner we do not
of
Foundation to be engaged
in
the
business
or promulgating
issuing
Thus
we do not regard the
analyses or reports concerning securities
within
the
Foundations
service
the
Foundation
to
proposed
bring

202a11

in Section
of
investment
adviser
contained
Advisers Act
See
the letter
from the Staff
to this firm
Trades
the
Northwestern
Ohio
and
Construction
Building

definition of
the Investment
concerning
Foundation

April 20
Because

1984
Trusts

function
construction

sole

would

be

to

hold

loan
period
mortgage
participations
particular
selected by the Plans participating
in the Trust
Trust
would neither
the
value
of
be
in
the
business
of
engaged
advising others about
in
securities
the
securities
nor of
or
advisability of
investing
securities as
analyses or reports concerning
issuing or promulgating
be
of
Trust
would
not
an
regular business
Accordingly
part
in

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
June

22

Page

16

1984

investment
Advisers

adviser

as

defined

by

Section

202a11

NOACTION

POSITION

of

the

Investment

Act

REQUESTED

the
and
releases
statutes
upon the foregoing facts
taken
the
Commission
Staff
and
our
prior
positions
by
of
the
considerations
and
statutes
we
analysis
policy
involved
that
the
Staff
advise
us
that
it
will
not
recommend
respectfully request
under the 1933 Act
to the
Commission that any action be taken
or 1934

Based

noaction

Act
as

regarding the proposed
operations
summarized in this letter

of

the

Foundation

and

the

Trusts

We ask that you
forward an enclosed copy of this letter to the
Counsel for the Division
of
Investment Management
for
Office
of Chief
the
need
be registered
confirmation that
the Foundation and
not
Trusts
under
the
Investment
Act
or
as
as
investment
companies
Company
investment advisers under the Investment Advisers Act and to the Office
of Chief Counsel
for the Division of Market
Regulation for confirmation
need
be
that
the
Foundation
and
the
Trusts
not
as
registered

brokerdealers

under

the

Please contact

1934

the

Act
undersigned

if

you have

Very truly
S13UMAKER

By

CLC/sjs
Attachments
Enclosures

cc

Marc

Gertner Esq

any

questions

yours
LOOP

KENDRICK

1984

Our

Ref No 84204-CC

uge

RESPONSE

OF THE

DIVISION

OF INVESI4ENT MANAGEIIENT

OFFICE OF CHIEF COUNSEL

Baton
Building and
Construction Industry
Foundation
File No 1323

We would not rectanend that the Ccgnmission take
any enforcement
action under
the Investment Cpany Act of 1940 or the Investment
Advisers Act of 1940 against the Baton 1uge Building and Construction
as trustee
Industry Foundation or any of the related trusts it serves
if they proceed with their proposal without registering as either in
vestment cnpanies or investment advisers
See
Northwestern Ohio
Construction
Trades
Foundation
Building
pub avail May 21 1984
Our
and

on the facts and representations
position is based
exhibits of June 22 and July 17 1984

in your

letters

We understand that the Division of Corporation Finance and the
Division of Market Regulation will be writing separately to address the
issues you have raised
regarding the Securities Act of 1933 and the
Securities

Thanas
Attorney

Exchange

Harman

Act of

1934

EXHIBIT

BATON ROUGE BUILDING AND
CONSTRUCTION
INDUSTRY FOUNDATION

Shuinaker

Loop

Kendrick

North

Courthouse Square
Jackson
43624
Toledo Ohio
1000

800

6625056

TABLE

OF CONTENTS

Page

ARTICLE

DEFINITIONS

Section
Section
Section
Section
Section
Section
Section
ARTICLE

II

Section
Section
Section
Section
Section
Section
Section
Section
Section
ARTICLE

III

Section
Section
ARTICLE

IV

Section
Section
Section
ARTICLE
ARTICLE

1.01
1.02
1.03
1.04
1.05
1.06
1.07

Agreement
Delegate
ERISA
Member
Vote
Corporate Trustee
Foundation

CREATION

2.01
2.02
2.03
2.04
2.05
2.06
2.07
2.08
2.09

No

Agency or Fiduciary
Founder Members
Additional Members

Delegates
Successor and
Compensation

Substitute
of

Delegates

Delegates

Officers
Committees
PROPOSAL

REVIEW

PROCEDURE

Meetings
Subscription of Financing Proposals
Reliance by Third Parties

EXPENSES

TRUSTS
REIMBURSEMENTS

ADMINISTRATION

Section

6.01
6.02

Expenses
Expense Reimbursement
Transaction Trusts

Section
Section

6.03
6.04

Regulatory Compliance
Forms Rules and Procedures

Section

Created

COMMITTEES

TRANSACTION

4.01
4.02
4.03

Relationship

Termination of Membership
Voting Power of Members

OFFICERS

3.01
3.02

DELEGATES

Foundation

The

TRANSACTION
VI

MEMBERS

10

10

Payments From
10
10
10

Page

ARTICLE

VII

Section
Section
Section
Section
Section
Section
Section
Section
Section

GENERAL

7.01
7.02
7.03
7.04
7.05
7.06
7.07
7.08
7.09

PROVISIONS

11

Governing Law
Notices
Amendments

11

Headings
Severability
Qualified Status
No Third Party Rights
Effectiveness
Counterparts

11

Termination

12

11
11

ii

11
11
12
12

BATON ROUGE BUILDING AND
CONSTRUCTION
INDUSTRY FOUNDATION

THIS

AGREEMENT

_________________
qualified pension

302c
1954

1984
trusts

is

entered

into

and

the

by
among
signatory hereto

as

of

the

Founder

__________

Members

of

day

which

are

Section
WHEREAS each of the parties to this Agreement is
TaftHartley trust qualified under the Internal Revenue Code of
the
Code and exempt from federal income tax by virtue of

Section 501a
similar basis

of

the

Code

and

from applicable

state

income

taxes

on

of the parties to this Agreement to
WHEREAS it is the desire
provide
procedure and system whereby representatives of one or more of
such
to evaluate
parties and other Members may meet from time to time
investment proposals presented
to
them for the purposes
of
providing
useful
information
investment
to
such
regarding
opportunities
parties
and
to
enhance
their
diversification
with
the
in
portfolio
keeping

Employee Retirement

Income

Security

Act

of

1974

as

amended

ERISA

in consideration
of the
NOW THEREFORE
foregoing and of the
mutual agreements contained herein
the parties hereto agree as follows

ARTICLE
DEFINITIONS

As
indicates

used

in

this
the

otherwise
here set forth

meanings

unless
words
and

the

context

terms

shall

Agreement

following

1.01
The
term Agreement
Agreement
the
Baton
and
establishing
Rouge
Building
Foundation
and
shall
include
all
Industry
exhibits
modifications
supplements and addenda hereto
Section

instrument

to

Section 1.02
The
Delegate
term Delegate
Foundation appointed pursuant
to
Section 2.07

the

clearly
have
the

means
this
Construction
amendments

means
delegate
or
Section 2.08

hereof
Section
Retirement

1.03

The

ERISA

Income

Act

Security
of the Treasury

the Department
thereunder

Section

1.04

1974

and

the

Member

ERISA

term

of

The

means

amended

as

Department

term

the

Employee
regulations of
Labor promulgated

and

of

Member

means
both
the
Members who are the original signatories to this Agreement and
such Additional
Members
and
from time
to
time
be
as
may hereafter
admitted pursuant to the provisions of Section 2.04
hereof
The
term
shall not
include any Founder Member or Additional Member whose member
shall
have
terminated prior to the
of
ship
pertinent determination
Member status
Founder

Section 1.05
Vote
The
term
specified
in the
specific provision
vote
of
total
simple
majority of the

Vote unless

greater number
affirmative
voting power of the Members
of
the
Foundation
or
the

is

represented
affirmative

Member

of

any
appointed
2.07

at

written
in

Section
means

selected

pursuant

this

called

meeting

of

Members

or

all

be valid
substitute

to

The

either

written consent
both
of
its
then
given by
as
In
Section
Delegates
provided
must

vote

the

or

be

hereof

Trustee

Baton

duly
consent

order

Delegates

means

1.06

Trustee
Corporate
institution with
corporate
the
to
provisions of Article

the

The
Trust

term

Corporate
if
any
powers

Section 1.07
Foundation
The
term Foundation
Rouge Building and Construction Industry Foundation as
Agreement and as it may be subsequently amended

means

the

created

by

ARTICLE
CREATION

Section
Louisiana

law

2.01

the

The

II

MEMBERS

DELEGATES

Foundation

There

Baton

hereby created under
Construction
Industry

is

and

Rouge
Building
purposes of the Foundation are to provide
procedure
from time
and
of Members may gather
to
system whereby representatives
time
to evaluate
investment proposals presented to them so that
such
useful
information
to
the
representatives
provide
respective
may
means through which such Members can invest
Members and
portions of
their
funds
time
to
as
respective
they
may from time
independently
determine
in
such
real
and
financial
ventures
as
estate
equity
The

Foundation

transactions
portfolios

thereby

their

diversifying

investment

respective

No
Created
Section 2.02
or
Agency
Fiduciary
Relationship
Agreement does not create any agency relationship among any of the
parties hereto at any time nor is any individual Delegate officer of
the
Foundation
herein
or
committee
as
expressly
provided
except
Member or Members of the Foundation
or
authorized to act on behalf of
This

liability or expense on behalf of the Foundation or any of
Each
Member hereby acknowledges
and
agrees that no other
Member nor its Delegates nor the Foundation or any of the Foundations
officers or agents undertakes
such
any
fiduciary
responsibility to
each
Member or to its beneficiaries
Member
and
releases
and
waives
any
Each Member
claim based on any
such
potential fiduciary relationship
that
its
own
hereby acknowledges
through its
Delegates It will make
decisions whether
to participate
in any
investment
or not
independent
and that
it does not rely
of that participation
proposal and the extent
to

incur

any

Members

its

advice or information
officers or agents
decisions
upon
of

from the

the

of

the

Foundation
Foundation

any
in

other Member or any
connection with such

Section 2.03
Founder Members
The
Founder Members of
Foundation are those
trusts which are signatories to this Agreement

the

Members
An eligible trust may be
Section 2.04
Additional
an
Additional
Member
of
the
Foundation
as
upon the Vote of the
of
the
Foundation
and
shall
thereafter
have
all rights
of
herein
and as this
privileges and obligations
membership as provided

admitted
Members

Agreement
be

shall

hereafter

be

amended

from

time

to

time

trust

shall

from federal

income

trust exempt
eligible if and so long as it Is
of
and
taxation
virtue
of
Section
501
the
Code
by
Income
taxation
on
state
corresponding
applicable
each
such
Additional
Member
shall
execute
admission

exempt

basis
an

from

Upon
adoption

agreement in substantially
Foundation

the

form last

approved

by

Vote

for

use

by

the

Section 2.05
Termination
of
Member
Membership
Any
may
terminate its membership in the Foundation upon written notice to the
Foundation
Members
such
shall
terminate
status
as
automatically
when
it
ceases to be an eligible trust as described in Section 2.04

hereof
investment

termination of
theretofor made
Section 2.06
to
Vote of

submitted
have one

Member shall not affect
membership by
the
Member
by
prior to its termination

Power
of
Members
Voting
Members of the Foundation

the

On

any

matter
any
Member shall

each

vote

Section 2.07
Each Member shall be represented on
Delegates
Foundation by two
individuals
Delegates
appointed by such
of such
shall be
Member who has
Member One
such
trustee
Delegate
been selected by
labor
shall be
organization and the other Delegate
the

trustee
such

of

such

Member

Member who has been
initial Delegates

The

selected
of

the

as

an

Founder

of
employer trustee
Members are hereby
forth on Exhibit

appointed by the respective Founder Members as set
attached hereto
Each
Additional
Member shall
the
Foundation
provide
with
written
notification
of
initial Delegates
the
appointed
by
Additional Member

may

Section 2.08
written notice

Successor
to

and

Substitute

the

Delegates
of

Member

its

by
Foundation
remove
previously
any
and
successor Delegate
or
appointed
Delegates
appoint
Delegates
it must comply with
Section 2.07
hereof
or
provided that
Delegate
Member may by written notice to the Foundation
authorize
substitute
Each such
Delegate as to
particular meeting specified in such natice
notice shall be presented to the meeting and filed with the minutes of
the meeting
Delegate may resign by written notice to the Foundation
and
The
to the Member which
appointed such
Delegate
resignation of

Delegate

shall be

effective

immediately

unless

otherwise

stated

in

the

notice
Section
receive

2.09

any compensation

of Delegates
Compensation
from the Foundation

No

Delegate

shall

ARTICLE
OFFICERS

III

COMMITTEES

3.01

Section

Officers
The Delegates may from time to time
their number to act as Chairman and one
to
CoChairman
When
the
Chairman
is
selected
from
the
act
as
among
who
union
the
shall
be
are
CoChairman
Delegates
representatives
selected
from among the Delegates who are management
representatives
by Vote

and

vice

need

not

select

one

versa
be

Delegates of
the
absence

of

elect
who
Delegates may also by Vote
Secretary
The
Chairman
shall
of
the
Delegate
preside at meetings
the Foundation
The
CoChairman shall serve as Chairman in
of
the
Chairman
from any
The
shall
meeting
Secretary
The

distribute agendas
of such
shall
meetings as provided elsewhere herein
and
maintain minutes of the meetings of the Foundation
and
shall
retain copies of all notices given to or by the Foundation under this
Agreement and written consents of the Members permitted by Section 1.05
hereof
The Foundation shall have
such
other offices and officers as
the
Members
Each
officer
shall
serve
for
may establish by Vote
keep

period of one
year and until
earlier resignation
retirement
serve

successive

terms

at

the

Vote

successor is elected or until
death
or disability
An officer

his

of

the

his

may

members

Section 3.02
shall
have
CommIttees
The
Foundation
such
committees as its Members may establish by Vote
with such
duties and
members as the Members shall
determine by Vote
The
members of each
committee may elect
CoChairman
Chairman
and
Secretary

ARTICLE
FINANCING

4.01

Section
dates

at

Meetings

REVIEW

The

meeting places as the
time establish by Vote with at least
one
schedule
Delegates may by Vote determine
and

and

PROPOSAL

IV

such

for

procedure

Prior to

the

calling

to

such

such
Delegates shall meet on
from time to
Delegates shall

special

The
meeting per quarter
periodic regular meetings
meetings
for

the
Secretary shall use his best
such
other things
arrange
agenda
meeting which
among
shall
list
all
which
will
be
such
financing
proposals
presented at
and
which
he
shall
endeavor
deliver
meeting
agenda
to
to Delegates seven
days prior to the meeting

efforts

each

of

PROCEDURE

meeting

for

an

Delegates

representing
simple majority of all Members shall
at
in
quorum
meeting
Any
Delegate
may participate
conference
all Delegates
hear each
telephone
can
provided

constitute

meeting by
other and be heard by all and any Vote or action taken by such Delegate
shall
be
confirmed
In writing
delivered
and
to
the
Foundation within
three
business days of the voting or other action
In

voted

by the

addition
Member may provide
other Delegate

Section

proxy

for

Delegate

to

be

4.02

Subscription to Financing Proposals
As
part
Foundation
financial proposals for construction
loans
or
other investment
mortgage
opportunities
may be presented by
representatives of local
institutions
for
review
lending
by the Members
The Delegates shall solicit receive consider and transmit
all binding
enforceable
commitments made by all cooperating
banks and savings and
loan
whether
not
for
associations
or
loans
to
local
or
are
they
nonlocal developers
for local
construction projects or for
or nonlocal
of

each

of

meeting

the

unionbuilt

or nonunionbuilt
construction
projects
Upon
receipt of
information
from
the
the
institutions
Delegates of each Member
shall
the
full
Board
of
notify
Trustees
or
other
designated
of
each
Member of
the
Foundation of all information
representatives
received by them
The
trustees
of the Members shall
then
determine
this

if

construction
if

from

all

they

desire

to

loan

and

mortgage

so

the

amount

of

participate

In

the

specific

their participation

The Delegates of the Foundation shall accumulate
the responses
the Members and shall
advise the lending
institution of its

of

desire

to

tion

The

participate
amount
of

or

not

and

if

so

the

amount

of

the

prticipa

the

shall
be the
amount
of
the
participation
individual
Members
Each
said
loan
aggregate participations
by the
shall
be
deemed and
construed
to
constitute
and distinct
separate
transaction and shall be documented
legal
as
trust and the
separate
Delegates shall maintain their books and records of account accordingly

Section 4.03
Reliance
Third
Parties
No
by
borrower
investment advisor agent or any
mortgage banker correspondent
other third party shall
be entitled to rely upon any
action
of
any
Member or Delegate
of the Foundation
The
Foundation itself
shall have
no
to
issue
commitment
Commitments as
to
authority
financing
transactions
shall
be
particular
issued if at all by an appropriate
Transaction Trust pursuant to the provisions of Article
hereof

broker

ARTICLE
TRANSACTION

TRUSTS

When

in whole or in
financing proposal has been subscribed
those
Members
who
have
as
thereafter
promptly as practicable
part
shall
form
subscribed to such
financing proposal
the Beneficiaries
and
fund
Transaction
Trust
in accordance
with the provisions of this
Article

Transaction
Trust
shall be
formed
the
execution
in
by
and
the Foundation
as
counterparts or otherwise
by the Beneficiaries
with
such
modifications
such
Trustee
of
Transaction
as
Trust
find
Beneficiaries
and
the
Foundation
shall
unanimously
acceptable
which
shall
be
evidenced
their
conclusively
by
respective signatures
thereon
order to assure that no Member who undertakes to partici
financing transaction with other Members may be embarrassed by
pate
the financial
Member to fund its portion of the financing
inability of
the
each
at
time
shall concurrently with its
specified
Beneficiary
In

in

of

execution
the

its

participation

Transaction
in

the

Trust

Agreement
financing

subject

fund

in

proposal

cash

its

share

of

Transaction

and

Trust

deliver
counsel

thereafter promptly execute
and
Such Transaction
Trust shall
be
such commitment and
other documents as shall
approved
by

then
The Trustee shall
enter into
Participation Agreement
financial organi
with the bank
and
loan
association or other
savings
the
Transaction
zation which shall act as the Lead Lender to service
The
Trustee
but
shall
not
be
to
required
Corporate
may
engage
the
collective
for
the
and
of
Trustee
representation
aggregation

where it is legally necessary
interests of the Beneficiaries
best interests of the Beneficiaries
to do so

or

in

the

taken by the
by the Members and
participations purchased
the
Trustee
shall
be
with
as
coparticipations
originating
bank or savings and loan association and not the purchase of an interest
from the bank or savings
and loan
in any existing investment
All

Foundation

The
tion

shall

not

In
lender

as

aggregated
exceed

all

part

of

interest

fifty

of

per cent

all

Members

50% of

the Members
participations
their participation

the

shall

in
total

single
loan

receive

participa
commitment

from the

lead

interest

interest for

at

their

above
the prevailing market rate of
commercial financing transactions
and

or

comparable

of the financing points to the
return
on the loan and not
points represent
compen
sation and/or reimbursement to the originating bank or savings
and
loan
association for the actual expenses incurred and/or

extent

pro

rata

share

the

services

rendered in servicing

the

construction

mortgage

loan

ARTICLE
EXPENSES

Section
funds

6.01

ADMINISTRATION

REIMBURSEMENTS

Expenses

available

are

VI

pay
expenses
Members including the reasonable
connection with its organization
its

and
may incur
Vote
approved by
heretofore
incurred

Foundation

The

such

as

may

be

expenses

as
of
in

Reimbursement
Expense
Payments From Transac
institutions
from whom loans
tions
The representatives of the lending
are bought or with whom loans
are made shall be requested to obtain from
each
borrower
commitment to pay the Foundation
as Trustee
prospective
of
the
time
such
transaction
documents
the
transaction
at
particular
both
the
are
an
amount
sufficient
to
reimburse
established
Section

6.02

and
transaction and an allocated
organizational
legal
expenses of such
and operating expenses
of the
Foundation
portion of the organizational
As to each
such
allocated portion of the organizational
and
transaction
operating expenses of the Foundation shall be determined by Vote of the
Members
All such amounts shall be paid directly to the Foundation
to

Foundation for that
portion of Its
organizational
which
are
allocated
to
such
transaction
operating expenses
reimburse

the

No
tion

to

the

person other
Foundation

than

an

eligible trust

may make

any

and

contribu

Section 6.03
The
Foundation
shall
Regulatory
Compliance
such
federal
and
federal
state
apply
taxexempt status tax rulings
and
ERISA
and
state
securities
noaction
letters
as
exemptions
for

by Vote of the Delegates or by
Foundation
on recommendation of counsel

determined
the

Section
may
adopt
limitation
time

to

such

6.04
Forms Rules
rules
and
forms

and

as

the

financing
time by Vote

procedures

10

duly

delegated

The

Procedures

procedures
Delegates

officers

Foundation

without
determine from

including
may

of

ARTICLE
GENERAL

laws

of

Section

be

7.02

shall

this
sent

Law

been
has
Agreement
Louisiana
and
shall
be
with
governed by and construed and enforced in accordance
of the United States
such
state
and any applicable laws

exclusively
the

PROVISIONS

Section 7.01
Governing
delivered
in
the
and

executed

VII

be

This

State

of

Notices

Any

legal

in

and

shall

notice

given pursuant
personally delivered
prepaid to each party

be

Agreement
writing
by registered or certified mail postage
notified In the
case
of
notice
directed
shall

business

sent

to

after Its

days

each

of

deposit

its

or
to

separate

at
Its respective
Delegates
forth
Exhibit
attached
hereto
or
to
such
other address
address set
on
notice
as such
given pursuant to
party shall earlier have designated by
this provision
notice sent by mail shall be deemed received five
copies

be

Member

to

to

in

then

United

the

mail

States

Section 7.03
Amendments
This Agreement may be amended only
majority of
writing signed by the then Members holding at least
the total voting power of the Foundation
Such
amendments shall be made
after due consideration of applicable
ERISA and
tax securities
only

by

other

laws

and

regulations

Section
Sections

deemed

of
to

this

7.04

The

Headings
are

for

affect

Agreement
the
Interpretation

Section

7.05

Severability

in whole

in part

of
headings
convenience
only
or

validity

of

the

Articles

an

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