Investment Advisor Agreement

Investment Advisor Agreement

This INVESTMENT ADVISOR AGREEMENT (the “Agreement”) is effective as of June 1, 2004 by and between STATE STREET BANK AND TRUST COMPANY, a trust company organized under the laws of the Commonwealth of Massachusetts (“State Street”), and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC (the “Advisor”).

WHEREAS, the American Bar Association Members Retirement Trust and the American Bar Association Members Pooled Trust for Retirement Plans (collectively referred to as the “Trusts”), for which State Street acts as trustee, are maintained pursuant to agreements between the American Bar Retirement Association (“ABRA”) and State Street for the purpose of funding the American Bar Association Members Retirement Plan, the American Bar Association Members Defined Benefit Pension Plan (together, the “ABA Members Plans”) and other employee benefit plans, as adopted by eligible individuals, organizations, partnerships, corporations or associations (each such employee benefit plan being referred to as a “Plan” and collectively as the “Plans”), which Plans must meet the requirements for qualification under Section 401 of the Internal Revenue Code of 1986, as amended and in effect from time to time (the “Code”);

WHEREAS, certain assets of the Trusts are deposited in a collective investment fund, known as the BALANCED FUND (the “Fund”), established under the American Bar Association Members/State Street Collective Trust (the “ABA Members Collective Trust”) established by State Street, as trustee (the “Trustee”), pursuant to the Declaration of Trust dated December 5, 1991, as amended and in effect from time to time (the “Declaration of Trust”);

WHEREAS, the Fund is established under a group trust maintained by the Trustee and is exempt from tax pursuant to Revenue Ruling 81-100;

WHEREAS, the Trustee desires to invest certain assets of the Fund in a second collective investment fund, known as the Intermediate Bond Fund, established under the ABA Members Collective Trust pursuant to the Declaration of Trust (the “Intermediate Bond Fund”);

WHEREAS, the Advisor acts as investment advisor to assist the Trustee in managing the assets of the Intermediate Bond Fund;

WHEREAS, to facilitate the transition to direct investment of certain assets of the Fund in the Intermediate Bond Fund, the Trustee desires to retain the Advisor to act as its investment advisor during an interim period to assist the Trustee in managing such assets of the Fund as the Trustee may designate from time to time in writing to the Advisor (the “Subaccount”) by making recommendations to the Trustee with respect to the investment and reinvestment of the assets in the Subaccount; and

WHEREAS, the parties desire to set forth, among other things, the duties, terms and conditions under which the Advisor will carry out such advisory functions and the Trustee

will perform certain of its functions with respect to managing and administering the Subaccount and the Fund;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, it is agreed as follows:

1. Appointment of the Advisor.

(a) The Advisor is hereby appointed and employed as investment advisor to the Trustee to assist the Trustee in its management of such assets of the Fund as are held in the Subaccount from time to time. The Advisor shall provide investment advice and recommendations and shall render certain other related services to or on behalf of the Trustee, all in accordance with the terms and conditions of this Agreement.

(b) This Agreement shall be effective during the period (the “Term”) from the date hereof through and including June 30, 2004 and shall, except as otherwise provided herein, terminate at the expiration of the Term unless extended by mutual written agreement of the parties hereto.

2. Acceptance by the Advisor. The Advisor hereby accepts such appointment and employment and acknowledges that, (a) with respect to the assets in the Subaccount, it is a fiduciary, as defined in the Employee Retirement Income Security Act of 1974, as amended and in effect from time to time (“ERISA”), with respect to the Trusts and the Plans and (b) no person associated with the Advisor is a trustee or administrator of, or an employer of anyone covered by, any Plan. The Advisor represents that it is registered, or exempt from registration, under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and that it is in the business of acting as a fiduciary with respect to assets of various retirement plans and trusts. The Advisor agrees and covenants that it will notify the Trustee within ten (10) business days of (v) any change of its status under the Advisers Act, (w) the receipt of formal notice of the commencement of any proceeding by any governmental agency to take any action which would change its status under the Advisers Act, (x) notice by any governmental agency of the intent to place material limitations on the activities of the Advisor, (y) notice by any governmental agency that it intends to begin an investigation of the Advisor that is outside of the scope of routine investigations that such agency conducts from time to time of businesses engaged in the same or similar activities as the Advisor, or (z) notice by any governmental agency that it has identified an area of non-compliance or other concern in the course of any investigation of the Advisor. Throughout this Agreement, the term “business day” shall mean any day in which the New York Stock Exchange is open for trading and on which the Trustee’s principal office is open for business.

3. Definition of Subaccount. The Subaccount for which the Advisor has been appointed to render investment advice and certain other services is designated as Subaccount A and consists of the assets set forth in Appendix A. The Trustee may change the composition of or the amount of assets included within the Subaccount, by amending Appendix A, after written notice to the Advisor and ABRA.

4. The Advisor’s Services.