exv10w2





Exhibit 10.2









July 1, 2009




Norm Sidler

National Investment Services, Inc.

737 North Michigan Avenue, Suite 15200

Chicago, IL 60611-6653





	Re: 	 	Referral Arrangement





Dear Norm:




     Attalus Capital, L.P. (the “Manager”) has been pleased to work with National Investment
Services, Inc. (“NIS”) during these past several years and we look forward to continuing our
excellent relationship with NIS for many years to come. The purpose of this letter is to agree
that the Amended and Restated Investment Sub-Advisory Agreement dated as of December 1, 2006 by and
between the Manager and NIS (“Sub-Advisory Agreement”) will govern and supercede all past joint
business and past agreements (amended, restated and/or otherwise) between the two parties,
including all additional subscriptions made by such past joint business and that this document will
govern all new joint business commencing on and after the date of this letter agreement
(“Agreement”).




	 	1.	 	NIS shall continue to refer investors, including but not limited to,
jointly-trusteed employee benefit plans, governmental pension plans and any other
qualified purchaser (“Investor”) to the Manager with respect to one or more investment
vehicles sponsored by the Manager provided, however, effective as of the date of this
Agreement, all such referrals shall be governed by the terms set forth in this
Agreement.
	 
	 	2.	 	NIS will coordinate its introductory services with the Manager’s own marketing
efforts. As NIS identifies potential Investors (“Prospects”) it will relay, in
writing, the names of those Prospects (each such notification is referred to in this
Agreement as a “Referral Notice”) to ensure there is no conflict between the two
organizations. The Manager reserves the right to reject any Prospect, and NIS
understands that each Prospect, regardless of its consultant, will be treated as a
separate Prospect and Investor. The Manager acknowledges that a new Prospect, not
listed on the Referral Notice, may arise as a result of an existing relationship. If
such an event occurs, the Manager and NIS agree to discuss in good faith the handling
of such accounts. NIS, consistent with any fiduciary or other obligations it may owe
to those Prospects, will recommend that the Prospects meet with and entertain proposals
from the Manager’s personnel. NIS will also 




 









 






	 	 	 	help the Manager in establishing
relationships with Prospects referred by NIS. NIS represents and warrants that its
entry into this Agreement will not violate any of its prior or current agreements,
orders, or obligations.






	 	3.	 	If a Prospect referred by NIS becomes a client of the Manager, the Manager
shall notify NIS via e-mail or in writing with five (5) days after such Prospect has
become a new client of the Manager. The Manager will pay a referral fee to NIS equal
to a percentage of the fees received from the new client. The referral fee is further
described in Paragraph 5 of this Agreement. As used in this Agreement, a “Prospect”
means an Investor that (i) was first identified and contacted by NIS; (ii) has been
identified on a Referral Notice furnished by NIS to the Manager pursuant to Paragraph 2
above; and (iii) has signed and dated an Acknowledgment of Receipt, a copy of which has
been delivered to the Manager by NIS pursuant to Paragraph 7 below. NIS will bear all
expenses incurred by it in soliciting Prospects under this Agreement, except in those
limited instances where the Manager specifically agrees in advance in writing to
reimburse NIS for reasonable travel, entertainment or other expenses. Notwithstanding
any provision of this Agreement to the contrary, the Manager will not be obligated to
pay NIS any referral fee if, in the opinion of independent legal counsel mutually
agreed upon by the parties, such payment would violate any law, rule or regulation to
which the Manager is subject. The cost of such independent legal counsel will be
shared equally by the parties to this Agreement.
	 
	 	4.	 	NIS will perform services under this Agreement in accordance with this
Agreement, the Manager’s instructions concerning the Investment Advisers Act of 1940
(“Advisers Act”), U.S. Securities and Exchange Commission (“SEC”) rules and regulations
thereunder, and other applicable U.S., state, or local law. The Manager will supply
NIS with relevant material information and materials relating to the obligations
imposed on solicitors under U.S. laws and regulations. NIS agrees to read and
understand these materials and seek clarification regarding these materials from the
Manager if needed.
	 
	 	5.	 	In compensation for performance of this Agreement, NIS will receive the
following percentages per annum of the fees received by the Manager, which shall be
paid quarterly in arrears for each Investor based upon the period during which such
Investor became a client for so long as they remain a client of the Manager
irrespective as to whether the Agreement is then in effect, in accordance with the fee
schedules as set forth in this paragraph:




(Schedule 4) From July 1, 2009 and thereafter:




	 	 	 
	Period Prospect became Investor	 	% per annum of fees received by the Manager(1)(2)
	First 12 months
	 	20%
	Thereafter
	 	15%






 









 






(Schedule 3) From December 1, 2006 to May 31, 2009:



	 	 	 
	Period Prospect became Investor	 	% per annum of fees received by the Manager (1)(3)(4)
	First 12 months
	 	20%
	Second 12 months
	 	15%
	Thereafter
	 	10%





(Schedule 2) From March 2004 to November 30, 2006:




	 	 	 
	Period Prospect became Investor —	 	% per annum of fees received by
	Overall Management Fee	 	the Manager (1)(3)(5)
	1.5%
	 	33%
	From 1.25% to Less than 1.5%
	 	25%
	Less than 1.25%
	 	28 basis points





(Schedule 1) Exception Schedule: Notwithstanding the above schedules, NIS will
receive fees with respect to Plumbers, and the combined assets of Pipefitter
National Pension Fund and LIUNA National (Industrial) Pension Fund and LIUNA Staff &
Affiliates Pension Fund in accordance with the following schedule:




	 	 	 
	Overall Management Fee	 	% per annum of Net Asset Value (6)
	1.25%
	 	.35%
	1.00%
	 	.20%








 




			
	Notes:	 
	 



			
	(1)	 	Under this schedule, the Manager will receive a minimum of at
least .90% of net assets, irrespective of the percentages as set forth in the
schedule.
	 
	(2)	 	Any additional funds received from these respective clients,
which become fund investors during this time period, will be classified as add
on investments. NIS will receive 100% of the calculated fees under the
schedule, whether NIS is or is not present in the finals presentation.
	 
	(3)	 	Any additional funds received from these respective clients,
which became fund investors during this time period, that is less than 10% of
the existing holdings (at time of additional investment, prior to adding the
new funds) will have the fees calculated under Schedule 3 and will be
classified as add on investments. Any additional funds received from these
respective clients that is 10% or greater of the existing holdings (at time of
additional investment, prior to adding the new funds) will have their fees
calculated under Schedule 3 and will be classified as new investments.
	 
	(4)	 	NIS will receive 50% of calculated fees under the schedule, if
NIS was not present in the finals presentation.
	 
	(5)	 	Any additional funds received from these respective clients,
which became fund investors during this time period, that is less than 10% of
the existing holdings (at time of additional investment, prior to adding the
new funds) will have the fees calculated under Schedule 2 and will be
classified as add on investments. Any additional funds received from these
respective clients that is 10% or greater of the existing holdings (at time of
additional investment, prior to adding the new funds) will have their fees
calculated under Schedule 3 and will be classified as new investments.





 









 









			
	(6)	 	Any additional funds received from these respective clients
that is less than 10% of the existing holdings (at time of additional
investment, prior to adding the new funds) will have the fees calculated under
Schedules 1 and will be classified as add on investments. Any additional funds
received from these two respective clients that is 10% or greater of the
existing holdings (at time of additional
investment, prior to adding the new funds) will have their fees calculated
under Schedule 3 and will be classified as new investments.
	 
	 	 	Schedules 1, 2 and 3 memorialize the past compensation arrangements as agreed
between NIS and the Manager for introductory services prior to the date of this
Agreement.
	 
	 	 	The Manager represents that the compensation paid to NIS will not result in
additional charges or costs to the Manager’s clients. The Manager will pay the
relevant referral fee amounts within 30 days following the receipt of the applicable
fees from such Investor.


 




	 	6.	 	NIS will not be an employee, agent or officer of the Manager, but will have the
status of an “independent contractor.” Additionally, NIS shall have the status of an
“unaffiliated solicitor” as contemplated by Rule 206(4)-3 adopted under the Advisers
Act. NIS will not render any investment advice on behalf of the Manager. NIS is not
authorized to act on behalf of or bind the Manager except as provided in this
Agreement. NIS is not authorized to enter into any agreement or undertaking on behalf
of the Manager. No agreement between the Manager and a Prospect will become effective
until it is accepted by the Manager.
	 
	 	7.	 	NIS will provide the following documents to each Prospect who agrees to meet
with or entertain a proposal for services by the Manager: (a) Part II of the Manager’s
Form ADV (or a substitute brochure prepared by the Manager), and with respect
solely to a separately managed account (b) NIS’ Disclosure Statement pertaining to the
Manager, a specimen copy of which is attached as Exhibit A. These documents are to be
provided to the Prospect at the time NIS recommends the Manager to the Prospect or
otherwise solicits the Prospect for the Manager. Additionally, with solely respect to
a separately managed account, NIS will obtain from each Prospect, and promptly forward
to the Manager, a signed and dated Acknowledgment of Receipt of the documents referred
to above (see Exhibit A). NIS will not make any representations regarding the Manager
that are false or misleading or in any way inconsistent with, or otherwise not
contained in, the written materials provided by the Manager, including Part II of the
Manager’s Form ADV (or a substitute brochure prepared by the Manager) or other
materials provided by the Manager for presentation to Prospects. Additionally, NIS
will not deliver to Prospects any written materials concerning the Manager that have
not been specifically approved by the Manager in advance in writing. If any Prospect
desires further information about the Manager or its services (“Services”), NIS agrees
to have the Prospect contact the Manager directly with NIS either present or not.
	 
	 	8.	 	The Manager represents and warrants that it has the necessary registrations,
and agrees to maintain such registrations, as an investment adviser with the SEC and
any other relevant jurisdiction, or has been advised by legal counsel that it is
validly exempt or excluded from such registration.




 









 












	 	9.	 	NIS represents and warrants that it is either (a) registered with state
securities commissions in each jurisdiction in which NIS solicits, or (b) not required
to be registered for such solicitation based on advice of counsel that registration is
not necessary to conduct the services described in this Agreement in that particular
jurisdiction. NIS will engage in solicitation activities only in jurisdictions where
it is
duly licensed or registered to engage in such activities or are exempt from
licensing or registration for such activities.
	 
	 	10.	 	NIS hereby makes, and with the submission of each Referral Notice pursuant to
Paragraph 2 above, NIS will be deemed to have repeated, the following representations,
warranties and covenants that neither NIS nor any of its employees or agents is a
person who is or has been (a) subject to an SEC order issued under Section 203(f) of
the Advisers Act; (b) convicted within the previous ten (10) years of any felony or
misdemeanor involving conduct described in Sections 203(e)(2)(A)-(D) of the Advisers
Act; (c) found by the SEC to have engaged, or been convicted of engaging, in any of the
conduct specified in paragraphs (1), (5) or (6) of Section 203(e) of the Advisers Act;
or (d) subject to an order, judgment or decree described in Section 203(e)(4) of the
Advisers Act (individually or collectively, a “Statutory Disqualification”). NIS will
promptly notify the Manager in writing if its or any of its employees or agents becomes
subject to a Statutory Disqualification and NIS will promptly refund to the Manager any
referral fees previously paid by the Manager to NIS, to which it would otherwise have
become entitled under this Agreement, after such time NIS or any of its employees or
agents becomes subject to a Statutory Disqualification.
	 
	 	11.	 	This Agreement will continue in effect for a period of three (3) years as of
the date of signing, unless certain specific circumstances arise, as described below.
Should this Agreement not be renewed upon its three year termination, the Manager’s
obligations to continue any existing payment obligations to NIS as such payment
obligations existed on the termination date for so long as the Prospects referred by
NIS remain as clients of the Manager shall not be affected. In the event of this
Agreement being terminated by either party, a mutually agreed upon client list will be
prepared prior to termination of this Agreement and will be signed by the Chairman of
NIS and the Manager. The Manager or NIS may terminate this Agreement immediately on
written notice to the other if the Manager or NIS is in breach of any representation,
warranty or covenant in this Agreement. This Agreement will terminate automatically if
and when any representation or warranty by NIS contained in Paragraph 9 and 10, or by
the Manager contained in Paragraph 8, ceases to be true and correct in all respects.
Any such termination of this Agreement will not affect NIS’ obligation to refund
referral fees under Paragraph 10 above.
	 
	 	12.	 	All notices required to be delivered under this Agreement will be delivered in
person or by U.S. mail, overnight courier, telecopier (with a hard copy in the U.S.
mail), in each case prepaid and addressed as follows (or to such other addresses as the
parties may specify to one another in writing):




 









 











	 	 	 
	If to the Manager:	 	If to NIS:
	 
	Attalus Capital, L.P.

	 	National Investment Services, Inc.
	2929 Arch Street, Suite 1500

	 	737 N.Michigan Ave., Suite 1520
	Philadelphia, PA 19104

	 	Chicago, IL 60611
	Phone: 215-495-0800

	 	Phone: 312-335-8300
	Fax: 215-495-0801

	 	Fax: 312-335-9656
	Attention: Patrick Egan

	 	Attention: Robert Kelly







	 	13. 	(A)  	NIS will indemnify the Manager and its directors, officers, employees,
affiliates and agents and hold them harmless against any loss, liability or expense
incurred by any of them arising out of or in connection with any breach by NIS of this
Agreement or any act, omission or violation of law by NIS or its employees or agents,
as well as the costs and expenses of investigating and defending against any claim,
suit, action or proceeding in which such loss, liability or expense is asserted in a
court of competent jurisdiction, by a government agency or authority, or pursuant to
the arbitration provisions in this Agreement, against the Manager or its officers,
directors, employees, affiliates or agents.
	 
	 	 	(B)  	The Manager will indemnify NIS, its employees, and agents and
will hold them harmless against any loss, liability or expense incurred by any
of them arising out of or in connection with any breach by the Manager of this
Agreement or any act, omission or violation of law by the Manager or any of its
officers, directors, employees, affiliates or agents, as well as the costs and
expenses of investigating and defending against any claim, suit, action or
proceeding in which such loss, liability or expense is asserted in a court of
competent jurisdiction, by a government agency or authority, or pursuant to the
arbitration provisions in this Agreement, against NIS, its employees, or
agents.






	 	14.	 	(A) This Agreement is made and will be governed under and shall be construed in
accordance with the internal laws of the State of Delaware.
	 
	 		 	(B) This Agreement may not be assigned without the written consent of the
non-assigning party, and any purported assignment violating this provision will be
void.
	 
	 	 	 	(C) If any provision of this Agreement is or becomes inconsistent with any present
or future law, rule or regulation of any governmental or regulatory body having
jurisdiction over the subject matter of this Agreement, the provision will be deemed
rescinded or modified in accordance with any such law, rule or regulation. In all
other respects, this Agreement will continue in full force and effect.
	 
	 	 	 	(D) No provision of this Agreement may be waived or modified unless in writing and
signed by the party against whom such waiver or modification is sought to be
enforced. Either party’s failure to insist on strict compliance with this Agreement
or any continued course of conduct on its part will in no event constitute or be
considered a waiver by such party of any right or privilege.
	 
	 	 	 	(E) This Agreement supersedes and terminates the Sub-Advisory Agreement except with
respect to Prospects existing prior to the date of this Agreement, which agreement
shall continue to be governed by the Sub-Advisory Agreement and contains the entire
understanding between the parties concerning the subject matter of this Agreement.
The 




 









 






	 	 	 	representations, warranties and obligations of the parties hereunder will
survive the termination of this Agreement.






	 	 	 	(F) This Agreement may be signed in one or more counterparts, all of which will be
considered one and the same agreement, and will become effective when one or more of
such counterparts have been signed by each party and delivered to the other party.
	 
	 	15.	 	In the event of a dispute concerning any provision of this Agreement, the
Manager and NIS agree that all disputes shall be submitted to binding arbitration under
the commercial arbitration rules of the American Arbitration Association. All
arbitration proceedings shall be brought and take place in Philadelphia, Pennsylvania.
In no way shall the foregoing constitute a limitation or waiver of rights that the
Manager or NIS may have under state or federal securities laws to pursue a remedy by
other means. This Agreement shall be binding upon the parties hereto when signed by
the Manager and accepted by NIS with its signature in the space provided below.





     Please confirm NIS’ agreement with the above terms by signing and returning to us one copy of
this signed Agreement.



	 	 	 	 	 
	Very truly yours,



ATTALUS CAPITAL, L.P.

 	 
	By:  	/s/ Patrick C. Egan
 	 
	 	Name:  	Patrick C. Egan 	 
	 	Title:  	President and CEO 	 
	 
	NATIONAL INVESTMENT SERVICES, INC.

 	 
	By:  	/s/ Norman E. Sidler
 	 
	 	Name:  	Norman E. Sidler 	 
	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



EXHIBIT A




DISCLOSURE STATEMENT





     National Investment Services, Inc. (the “Solicitor”) proposes to introduce you to Attalus
Capital, L.P. (the “Manager”) for the purpose of your possibly becoming a client of the Manager to
receive its services (the “Services”). The Services include investment management services.
Regulations require the Solicitor and the Manager to disclose to you the nature of our
arrangements.



     We have an arrangement with the Manager under which we refer prospective clients to the
Manager in exchange for a referral fee of up to twenty percent annually of the fees received by the
Manager from its clients referred by the Solicitor during the time they remain as clients of the
Manager. The referral fees paid by the Manager are not passed on to clients referred by us and do
not increase the fees the Manager charges to its clients for the Services.



     The Solicitor and the Manager are not affiliated. In addition, The Solicitor is not
authorized to provide investment advice on behalf of the Manager or to act for or bind the Manager.
No agreement you make with the Manager will become effective until accepted by the Manager.



ACKNOWLEDGMENT OF RECEIPT




     I acknowledge receipt of Part II of the Manager’s Form ADV (or a substitute brochure), as well
as a copy of this Disclosure Statement describing the arrangements between the Solicitor and the
Manager.



                                                                                   

Printed Name of Introduced Party




	 	 	 	 	 
	 	 
	By:  	
 	 
	 	Name:  	 	 
	 	Title:  	 	 

	 	Date: