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AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT .. 3 -I I AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT . This Amendment is entered into this ~ g'y.V--- day of ~, 1991, between the TRUSTEES OF THE CITY OF CLEARWATER EMPLOtJ=E~ PENSION PLAN (hereinafter referred to as the "Client") and ALLIANCE CAPITAL MANAGEMENT L.P., (hereinafter referred to as the "Investment Manager"). WITNESSETH WHEREAS, Client and Shields Asset Management, Inc. entered into an Investment Management Agreement on October 14, 1991. WHEREAS, Shields Asset Management, Inc. assigned its interest to Alliance Capital Managernent LP.and Ciientcon'sentedto said assignment on. February-28,-u 1994. WHEREAS, the parties agree to amend that Agreement in part as described herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements, the parties agree as follows: 1. Paragraph IV Fees is deleted in its entirety and is now amended as follows: "The Investment Manager's fees will be calculated and payable at the end of each calendar quarter. The fee for any three month period is the amount obtained by multiplying the market value of the portfolio at the end of the quarter by one fourth of the annual rate set forth below. 0.20% of all assets under management In no event shall the fee calculated hereinunder exceed the Investment Manager's then current published fees. If this agreement shall commence or terminate between regular quarterly valuation dates, a pro rata adjustment shall be made with respect to the fee for such quarter." 2. All other terms and conditions of the Agreement shall remain in full force and effect. /',. ,/}./) /lJ'" L.' 0<. /., ~./ \ l"""-} -.. I Signature Page to Amendment to Investment Management Agreement IN WITNESS WHEREOF, the parties have set their seal on the date first above written. Approved as to form: TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES' PENSION PLA JOera=:;. City ~ttomey ATTEST: ALLIANCE CAPITAL MANAGEMENT L.P. By: t Secretary Witness Witness