Institutional Investment Consultants Seattle and Los Angeles

MEMORANDUM To: Board of Trustees, Fresno County Employees’ Retirement Association

From: Jeffrey MacLean, CEO and Senior Consultant

Date: July 31, 2014

Re: Update on Investment Manager Agreements As a result of the recently approved asset allocation, FCERA has contemplated restructuring several existing  fixed  income strategies and  in other cases sought new managers  to  fill certain mandates. This  memo  serves  to  provide  an  update  on  the  status  of  those  agreements  and  provide recommendations for next steps, where applicable.  Infrastructure: IFM Global Infrastructure, L.P. (NO ACTION REQUIRED)  The  new  strategic  asset  allocation  includes  a  3%  target  to  Infrastructure.  At  the  February  2014 Meeting,  after  hearing  finalist  presentations  the  Board  approved  contract  discussions  for  an investment  in  IFM’s open‐ended Global  Infrastructure Fund. As a result of several discussions with Wurts & Associates,  IFM and FCERA’s administrative staff and external counsel, all parties find the subscription  agreement  terms  acceptable,  subject  to  the  agreed‐upon  side  letter, which  among other things, provides FCERA with “most favored nations” terms. At the July 16 meeting, the board approved  the  subscription  agreement  and  side  letter.  FCERA’s  $120 million  commitment will  be included in a round of fundraising that will close in October of 2014. IFM anticipates they will begin drawing  capital  in early 2015, but  the exact  timing of  capital  calls  is dependent on  the  timing of when the underlying transactions are closing.  Bank Loans: Eaton Vance Institutional Senior Loan Fund  The new strategic asset allocation  includes a 5%  target  to Bank Loans. At  the April 2014 Meeting, after hearing  finalist presentations  the Board approved moving  forward with Eaton Vance. At  the May  Meeting,  Wurts  &  Associates  recommended  a  commingled  fund  vehicle  structure  over  a separate account. Wurts & Associates, FCERA  staff and external  counsel have  reviewed  the Fund documents, those discussions resulted  in the enclosed mutually agreed‐upon side  letter. Once the documents  are  approved  by  the  Board,  Eaton  Vance  should  be  able  to  deploy  capital  shortly thereafter. Based on  the  current market value of assets and  the  strategic asset allocation  target, Wurts & Associates’  recommendation  is  to approve an  initial commitment of $200 million. Please see Appendix A for a copy of the subscription agreement and side letter.     

Institutional Investment Consultants Seattle and Los Angeles

High Yield: Loomis Sayles  The new  strategic asset allocation  includes a 5%  target  to High Yield. At  the May 2014 Meeting, Wurts & Associates presented a recommendation for how the existing Core Plus managers might be well‐suited  for  the new  target allocations. As a  result of  that discussion,  the Trustees authorized Wurts & Associates to negotiate terms with Loomis Sayles for management of a High Yield mandate. Enclosed  as  Appendix  B  to  this  memo  are  the  amendments  to  the  Investment  Management Agreement,  the  agreed‐upon  investment  guidelines,  and  the  negotiated  performance‐based  fee agreement.  The  investment  guidelines  were  structured  with  consideration  to  FCERA’s  other dedicated fixed  income allocations to avoid over‐concentration  in certain sectors, while preserving significant discretion consistent with the nature of the strategy that was reviewed with the Board.  Similar  to FCERA’s arrangements with  several current managers, Wurts & Associates negotiated a fee structure that aligns  interests and saves cost  in the event the manager  is not able to generate meaningful outperformance. Under  the  terms of  the negotiated agreement, Loomis will  receive a base fee of 25 basis points, which is also the minimum fee. The maximum fee that can be earned is 75 basis points, which occurs when Loomis Sayles  is able to outperform the benchmark by at  least 3% per year net of the base fee. Loomis Sayles will earn their “normal fee”, 50 basis points, when they meet the “required excess return” of 1.5%. Further details of the proposed performance based fee  agreement  are  included  in  Appendix  B.  FCERA’s  external  counsel  has  reviewed  the  new amendment, guidelines, and fee agreements.    Investment Grade Credit: Western Asset Management  The new strategic asset allocation  includes a 5% target to Investment Grade Credit.   In similar vein as  the  Loomis  Sayles  discussion  mentioned  above,  the  Board  directed  Wurts  &  Associates  to negotiate terms with Western Asset (WAMCO). A copy of the agreed‐upon guidelines can be found in Appendix C.   The guidelines were structured with consideration  for FCERA’s other  fixed  income exposures, and to ensure prudent diversification.   Wurts & Associates negotiated a performance‐based fee structure similar to several other existing strategies,  in  order  to  manage  costs  and  align  interests.  Under  the  terms  of  this  negotiated agreement, WAMCO will receive a base fee of 10 basis points, which  is also the minimum fee. The maximum  fee  that  can  be  earned  is  35  basis  points,  which  occurs  when  WAMCO  is  able  to outperform the benchmark by 80 basis points net of the base fee. WAMCO earns their “normal fee” (based on estimated assets  in  the  strategy  this  is 23 basis points) when  they meet  the  “required excess return” of 40 basis points. Further details of the proposed performance based fee agreement are included as Appendix C. FCERA’s external counsel has reviewed the new amendment, guidelines, and fee agreement.        

Institutional Investment Consultants Seattle and Los Angeles

Implementation Considerations:  As part of the Rebalance Implementation Plan that was discussed in April, the current core plus fixed income strategies will serve as the funding source for the new fixed income allocations. Please refer to the below table for the current composition of core plus managers relative to the new targets:  

 In  order  to  begin  the  transition  towards  the  new  fixed  income  allocations, Wurts  &  Associates recommends the Board of Trustees authorize Wurts & Associates to work with FCERA administrative staff to prudently implement the following rebalance transactions:  

1) Reducing  the size of  the Loomis Sayles portfolio  to  the new  target allocation of 5%. After this  redemption, Loomis Sayles can begin building out  their High Yield portfolio using  the remaining assets.   

2) Of  the  approximately  $160 million  that  will  need  to  be  liquidated  from  Loomis  Sayles’ account, approximately $30 million will be transferred to Western Asset’s account to bring the assets up to the 5% target. Western Asset can begin building out their Investment Grade Credit portfolio using the combined assets.  

3) The remaining approximately $130 million will be used to seed the bank loans commingled fund investment managed by Eaton Vance.   

4) Approximately $70 million of assets currently held in the BlackRock Core Plus account will be used to fund the remaining target allocation to Bank Loans.   

5) Once  the  global  sovereign manager  is  identified,  the  remaining  assets  in  the  BlackRock account will be used to fund the 7% allocation.  

6) As discussed  in  the Asset Allocation  Implementation Plan,  the assets  that will be used  to fund commitments to Infrastructure are currently “parked”  in a passive fixed  income  index fund.  

 In cases where the manager  is transitioning the portfolio to a new mandate, they will generally do so opportunistically as  the markets allow, and over a period no  longer  than one month. Wurts & Associates will work with  the underlying managers and FCERA  staff  to ensure  that all  transaction costs are minimized while providing a consistent full exposure to the fixed income markets. 

Current Core Plus Managers6/30/14 Prelim 

Value

% of 

AssetsNew Mandates Target % Target $

Loomis Sayles $362,837,928 9.0% Loomis Sayles: High Yield 5% $201,765,981

Western Asset Management $173,049,512 4.3% Western Asset: IG Credit 5% $201,765,981

BlackRock $360,851,459 8.9% Eaton Vance Bank Loans 5% $201,765,981

22.2% TBD: Global Sovereign 7% $282,472,374

22.0%

July [ ], 2013

272

EATON VANCE INSTITUTIONALSENIOR LOAN FUND

SUBSCRIPTION DOCUMENTS FOR:

[Insert Name Above]

PLEASE COMPLETE THE FOLLOWING:PART A – SUBSCRIPTION AGREEMENT (pp. A-1 to A-10)PART B – PURCHASER QUESTIONNAIRE FOR INDIVIDUALS (pp. B-1 to B-6)PART C – PURCHASER QUESTIONNAIRE FOR LEGAL ENTITIES (pp. C-1 to C-15, as

applicable)

ADDITIONAL INSTRUCTIONS:

QUESTIONS ABOUT THESE DOCUMENTS SHOULD BE DIRECTED TO MS. JANE RUDNICK AT

(800) 225-6265, X8536.

COMPLETED DOCUMENTS SHOULD BE RETURNED TO: EATON VANCE LEGAL

DEPARTMENT, TWO INTERNATIONAL PLACE, BOSTON, MA 02110, ATTENTION: MS. JANE

RUDNICK.

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PART A - SUBSCRIPTION AGREEMENT

A PROSPECTIVE SHAREHOLDER WHO HAS CAREFULLY REVIEWED THE EATONVANCE INSTITUTIONAL SENIOR LOAN FUND (THE “FUND”) PRIVATE PLACEMENTMEMORANDUM, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE“MEMORANDUM”), MAY SUBSCRIBE FOR SHARES ATTRIBUTABLE TO THE FUND(“SHARES”) BY FOLLOWING THE INSTRUCTIONS BELOW. ALL SUBSCRIPTIONDOCUMENTS MUST BE COMPLETED CORRECTLY AND EXECUTED OR THEY WILL NOT BEACCEPTED. THE INFORMATION HEREIN IS CONFIDENTIAL AND WILL NOT BE REVIEWEDBY ANYONE OTHER THAN THE FUND AND ITS RESPECTIVE COUNSEL AND AGENTS,EXCEPT AS MAY BE REQUIRED BY LAW. THE FUND IS A SEPARATE PORTFOLIO OFASSETS HELD BY EATON VANCE INSTITUTIONAL FUNDS (THE “COMPANY”) ANDCONSISTS OF ONE OR MORE CLASSES OF THE COMPANY ATTRIBUTABLE TO THE FUND.REFERENCES TO THE FUND HEREIN SHALL, WHERE THE CONTEXT REQUIRES, REFER TOTHE COMPANY ACTING WITH RESPECT TO THE FUND.\

ALL REFERENCES IN THIS AGREEMENT TO THINGS BEING DONE BY THE FUND, OR ANYREFERENCES TO REPRESENTATIONS OR WARRANTIES GIVEN TO THE FUND OR BY THEFUND, SHOULD BE CONSTRUED AS THINGS BEING DONE BY THE COMPANY WITHRESPECT TO THE FUND OR REPRESENTATIONS AND WARRANTIES GIVEN TO THECOMPANY OR BY THE COMPANY WITH RESPECT TO THE FUND.

TO: Eaton Vance Institutional Senior Loan Fundc/o Eaton Vance ManagementTwo International PlaceBoston, Massachusetts 02110

I. Subscription for Shares

The subscriber hereby subscribes, under the terms provided in the Memorandum for full andfractional Shares. The subscriber hereby acknowledges receipt of a copy of the Memorandum, which wasreceived by the subscriber prior to executing this Subscription Agreement and agrees that it is subscribingfor Shares upon the terms set out in the Memorandum.

Subscription Amount: $

II. Distribution Options

The subscriber may elect to receive distributions made by the Fund in cash, or to reinvest them inthe Fund through the purchase of additional Shares (or fractions thereof) at the net asset value per Shareon the date of reinvestment. Please indicate how you would like to receive distributions by checking oneof the following boxes:

Please reinvest all distributions made by the Fund.

Please pay all distributions made by the Fund in cash.

200,000,000.00

X

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III. Wire Instructions (for distributions and redemptions)

Bank Name:

Bank Address (including country):

IBAN Number:

ABA Number:

Account Number:

Beneficiary Account Name:

Reference:

Currency:

For Further Credit (FFC):

FFC Account Name:

FFC Account Number:

IV. Understandings

The subscriber understands that:

A. The Shares are being offered in reliance on an exemption from registration provided byRegulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”).No federal or state agency or regulatory authority has made any finding or determinationas to the fairness of the offering for investment, or any recommendation or endorsementof the Shares. The foregoing authorities have not confirmed the accuracy or determinedthe adequacy of the Memorandum.

B. The Shares are subject to the restrictions on transferability and resale set forth in theMemorandum. The Shares have not been and will not be registered under the SecuritiesAct. Other than transfers to the Fund in a redemption, transfers of Shares are prohibited.

C. The Fund has not been and will not be registered under the U.S. Investment CompanyAct of 1940, as amended (the “1940 Act”). The Fund is offered solely to “qualifiedpurchasers” as defined in Section 2(a)(51)(A) of the 1940 Act and the rules thereunder.

D. Except as provided under state securities laws, this subscription is irrevocable except thatthe subscriber’s execution and delivery of this Subscription Agreement will not constitutean agreement between the Fund and the subscriber until this Subscription Agreement isaccepted on behalf of the Fund and, if not so accepted, the subscriber’s subscription andobligations hereunder will terminate. The Fund may reject all or a portion of thissubscription at any time prior to its acceptance at a closing. The Subscription Agreementwill be deemed to be accepted by the Fund only when signed by an authorized officer ofEaton Vance Management (the “Investment Adviser”).

26-27244

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E. The Fund may issue Shares and admit shareholders of the Fund (“Shareholders”) at anytime. The offering is expected to continue indefinitely.

F. Redemptions are not paid in full upon exercise of redemption privileges and, instead, willbe paid no later than thirty, sixty, or ninety days after the Fund receives the request,depending upon whether the request is for up to one-third, two-thirds or all of an accountbalance, as more fully described in “How to Redeem Shares” in the Memorandum. Thereare circumstances under which the redemptions of Shares may not be effected.

G. No assurance has been given (and no assurance is implied) by the Fund or its agents thatthe Fund will meet its investment objectives or generate a positive return.

V. Representations and Warranties

The subscriber hereby represents and warrants to the Fund and its agents that:

A. The subscriber has not relied upon the Fund or its agents for any federal, state or local taxadvice or for any accounting, investment or legal advice in connection with thesubscriber’s purchase of Shares and the subscriber has relied only upon the subscriber’sown advisers with respect to the federal, state or local tax and the accounting, investment,legal and other aspects of an investment in the Fund.

B. The subscriber is acquiring the Shares for the subscriber’s own account for investmentand not for the account of others or with a view to distribution within the meaning of theSecurities Act.

C. The subscriber qualifies as an “accredited investor” within the meaning of Rule 501(a) ofRegulation D promulgated under the Securities Act.

D. The subscriber meets the criteria to be a “qualified purchaser” as defined in Section2(a)(51)(A) of the 1940 Act. The Securities and Exchange Commission has adopted Rule2a51-1 which defines the terms relevant to establishing qualified purchaser status. ThisRule will be used by the Fund to determine whether a prospective Shareholder is aqualified purchaser.

E. The subscriber understands that any additional investments and the reinvestment of anydistribution in additional Shares of the Fund constitutes a representation and warranty bythe subscriber, as of the date of such investment or reinvestment, that the subscriber isthen and continues to be a qualified purchaser as defined in Section 2(a)(51)(A) of the1940 Act and the rules thereunder and an accredited investor within the meaning of Rule501(a) of Regulation D promulgated under the Securities Act. If the subscriber ceases tobe a qualified purchaser or an accredited investor, the subscriber shall give promptwritten notice of such event to the Fund and shall thereafter take all distributions from theFund in cash and will not reinvest such distributions in additional Shares.

F. The subscriber is aware that the subscriber’s ability to transfer Shares is limited to theability to transfer Shares to the Fund in a redemption as described in “How to RedeemShares” in the Memorandum. The subscriber understands that redemptions are deferredand are not paid in full immediately upon exercise of redemption privileges and that thereare circumstances under which the redemptions of Shares may not be effected, as morefully described in “How to Redeem Shares” in the Memorandum. The subscriberrecognizes that the Fund is not an investment pool with the protections of the 1940 Act,and that an investment in the Fund involves certain risks and the subscriber is fully

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cognizant of and understands all of the terms, risks and merits related to a purchase ofShares. The subscriber has such knowledge and experience in financial and businessmatters generally as to be capable of evaluating the merits and risks of an investment inthe Fund.

G. The subscriber has evaluated the risks of purchasing the Shares and it is able to bear thesubstantial economic risks of its investment and can afford a complete loss of theinvestment in the Shares and can afford to hold the investment in the Shares for anindefinite period of time.

H. The subscriber acknowledges that it has not received any form of general solicitation oradvertising in connection with its decision to subscribe for Shares.

I. The subscriber has received and read a copy of the Memorandum outlining, among otherthings, the organization and investment objectives and policies of, and the risks andexpenses of an investment in, the Fund. The subscriber acknowledges that in making adecision to subscribe for Shares the subscriber has relied solely upon the Memorandum,the Memorandum of Association and the Articles of Association of the Company (the“Articles”) and independent investigations made by the subscriber. In addition, thesubscriber acknowledges that it has been given the opportunity to (a) ask questions andreceive satisfactory answers concerning the terms and conditions of the offering and (b)obtain additional information in order to evaluate the merits and risks of an investment inthe Fund and to verify the accuracy of the information in the Articles, the Memorandumand this Subscription Agreement. No statement, printed material or other informationthat is contrary to the information contained in the Memorandum has been given or madeby or on behalf of the Investment Adviser to the subscriber. The subscriber understandsthe investment objectives and policies of, and the investment strategies that may bepursued by, the Fund. The subscriber’s investment in the Shares is consistent with theinvestment purposes and objectives and cash flow requirements of the subscriber and willnot adversely affect the subscriber’s overall need for diversification and liquidity.

J. The subscriber has personally furnished the subscriber information set forth in thesubscription documents, such information is complete and accurate, and the Fund and itsagents are justified in relying upon such information. The subscriber will notify the Fundif prior to or following the closing at which the subscriber is admitted as a Shareholderthere is any material change in the information furnished in the Purchaser Questionnaire.The subscriber will make such additional representations and warranties and furnish suchinformation regarding investment experience, securities holdings, financial position andfinancial sophistication as the Fund may reasonably require. The Fund and its agentsmay rely on information transmitted by facsimile or electronic means.

K. The subscriber will indemnify and hold harmless the Fund and its agents in respect of allclaims, actions, demands, losses, costs, expenses and damages resulting from anyinaccuracy in the information provided by the subscriber in the subscription documents orin any of the representations contained in this Subscription Agreement or from anybreach of any of the subscriber’s warranties contained in this Subscription Agreement.

L. The subscriber consents to the recording of telephone calls, made to and received fromsubscriber by the Fund, Citibank Europe plc (the “Shareholder Servicing Agent”) andtheir delegated, duly authorized agents and any of their respective related, associated oraffiliated companies for record keeping, security and/or training purposes, to the extentauthorized by law.

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M. The subscriber represents and warrants that its investment was not directly or indirectlyderived from illegal activities, including any activities that would violate United StatesFederal or State laws or any laws and regulations of other countries.

N. The subscriber acknowledges that United States Federal law, regulations andExecutive Orders administered by the U.S. Treasury Department’s Office of ForeignAssets Control (“OFAC”) prohibit the Fund from, among other things, engaging intransactions with, and the provision of services to, certain foreign countries, territories,entities and individuals identified on the list of Specially Designated Nationals andBlocked Persons created by OFAC (the “OFAC List”), and published on its website atwww.ustreas.gov/ofac.

O. The subscriber represents and warrants that neither the subscriber, nor any personcontrolling, controlled by, or under common control with, the subscriber, nor, to the bestof the subscriber’s knowledge, any person having a beneficial interest in the subscriber,or for whom the subscriber is acting as agent or nominee in connection with thisinvestment is a: (i) foreign country, territory, entity or individual identified on the OFACList; (ii) foreign country, territory, entity or individual that is the subject of an OFACMaintained Sanctions Program; (iii) person or entity that resides or has a place ofbusiness in a country or territory named on the list of high-risk or non-cooperatingcountries or jurisdictions published by the Financial Action Task Force (“FATF”), whichis published on FATF’s website at www.fatf-gafi.org; or (iv) foreign shell bank as thatterm is defined by the U.S. Treasury Department.

The subscriber represents and warrants that it is ____ / is not ____ (please checkone) an entity designated as a “financial institution” in the USA PATRIOT Act of 2001or is subject to the anti-money laundering laws of the subscriber’s jurisdiction.1

(i) If the answer is that the subscriber is a financial institution subject to theUSA PATRIOT Act of 2001, or the anti-money laundering laws of itsjurisdiction, the subscriber confirms and warrants that it has implementedand enforces an anti-money laundering program (“AMLP”) that iscompliant with applicable laws.2

P. The subscriber acknowledges and agrees that the Fund, in complying with anti-moneylaundering statutes, regulations and goals, may file voluntarily and/or as required by lawsuspicious activity reports (“SARs”) or any other information with governmental and lawenforcement agencies that identify transactions and activities that the Fund reasonablydetermines to be suspicious, or is otherwise required by law.

Q. The subscriber acknowledges that the Fund is prohibited by law from disclosing to thirdparties, including the subscriber, other than governmental agencies and self regulatoryorganizations of appropriate jurisdictions and auditors performing functions under theBank Secrecy Act, as amended, any filing or the substance of any SAR.

R. The subscriber confirms that all information and documentation provided to the Fund,including, but not limited to, all information regarding the subscriber’s identity, business,investment objectives, and source of the funds to be invested in the Fund, is true andcorrect.

1 See the Glossary.

2 See the Glossary.

X

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S. The subscriber acknowledges that the Fund may not accept any investment from thesubscriber if the subscriber cannot truthfully make the representations set forth in thepreceding seven subsections.

T. Because of money laundering concerns, the Fund will not accept any investments madein cash. For this purpose, cash includes currency, cashier’s checks, bank drafts, travelerschecks, and money orders. A subscriber should deliver the full amount of its subscriptionby wire transfer of immediately available funds to the Fund’s account or as otherwiseagreed to by the Investment Adviser.

U. Subscriber understands that personal information provided in these SubscriptionDocuments together with any other information that is furnished in connection with theinvestment in the Fund shall be held and will be processed by the Fund and/or its serviceproviders and/or their delegates (collectively “Service Providers”) for the purposes of themanagement and administration of the Fund and any of the services provided in relationto the investment in the Fund, processing this application, prevention of moneylaundering, financing of terrorism or fraud, and compliance with the Fund’s legal andregulatory obligations (including any statutory reporting obligations) in accordance withtheir respective obligations under the Data Protection Acts 1988 and 2003 (as amended orre-enacted from time to time). This information may also be disclosed to the ServiceProviders for the purposes of providing services to the Fund, in relation to the investment,pursuant to their contracts with the Investment Adviser. In particular, the subscriberacknowledges that such personal information will be kept on the database of theShareholder Servicing Agent.

In connection with the release or transfer of information to countries outside theEuropean Economic Area (“EEA”), including countries that either do not have dataprotection laws or have data protection laws that do not provide the same level ofprotection as EU data protection law, details of countries to which such information maybe transferred are available from the Investment Adviser. Such transfer will only becarried out for the purposes disclosed above, in accordance with the subscriber’sinstructions or consent, or as otherwise required by law or regulation. The InvestmentAdviser will use reasonable endeavors to ensure that, where there is a transfer of thesubscriber’s information to a country that does not have, or has inadequate, dataprotection laws, the third party to whom the information is transferred provides adequateassurances as to the level of protection which will be given to the subscriber’sinformation.

By signing this Subscription Document, the subscriber is consenting (to the extentconsent is required) to the use of any information relating to the subscriber (including thetransfer of any such information outside the EEA) in the manner outlined above. To theextent that the information contained in this Subscription Document or any otherinformation that is furnished in connection with the investment in the Fund relates toanother individual, the subscriber is warranting that the subscriber has been authorized bythat individual to provide the information to the Fund and where necessary to consent onthat individual’s behalf to the use of any information as relates to that individual(including the transfer of any such information outside the EEA) in the manner outlinedabove.

An individual has the right at any time to request a copy of any “personal data” that isreceived within the meaning of the Data Protection Acts 1988 and 2003 (as amended orre-enacted from time to time) that the Fund holds in relation to him/her (for which theFund may charge a fee) and to have inaccuracies in that information corrected. Thesubscriber agrees to notify the Shareholder Servicing Agent without delay in the event of

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any change in the subscriber’s information, to enable the Investment Adviser to complywith its obligations to keep the subscriber’s information up to date.

The Subscriber agrees that it shall not take any action to present a petition or commenceany case, proceeding, proposal or other action under any existing or future law of anyjurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization,arrangement in the nature of insolvency proceedings, adjustment, winding-up,liquidation, dissolution, composition or analogous relief with respect to the Fund or thedebts of the Fund unless and until a debt is immediately due and payable by the Fund tothe Subscriber.

VI. Certification of Taxpayer Identification Number

The subscriber, being a U.S. citizen, U.S. resident alien or U.S. entity, hereby certifies underpenalties of perjury that (i) the information set forth in the subscription documents as to the subscriber’scitizenship is true and correct and, (ii) the social security or taxpayer identification number set forthherein is correct. The subscriber further certifies under penalties of perjury that the subscriber is notsubject to U.S. backup withholding because (a) the subscriber is exempt from backup withholding, (b) thesubscriber has not been notified by the Internal Revenue Service that the subscriber is subject to backupwithholding as a result of a failure to report all interest or dividends or (c) the Internal Revenue Servicehas notified the subscriber that the subscriber is no longer subject to backup withholding.

The subscriber must cross out item (b) above if the subscriber has been notified by the InternalRevenue Service that the subscriber is currently subject to backup withholding because it has failed toreport all interest and dividends on its tax return. The Internal Revenue Service does not require thesubscriber’s consent to any provision of this document other than the certifications required to avoidbackup withholding.

VII. Certification of Subscriber Information Provided in Purchaser Questionnaire

Recognizing that the Fund and its agents will rely upon the information, the subscriber herebyrepresents to the Fund and its agents that the subscriber or the subscriber’s duly authorized representativehas personally furnished the information set forth in the Purchaser Questionnaire included in thesesubscription documents, that such information is complete and accurate, and that the Fund and its agentsare justified in relying upon such information. The subscriber will notify the Fund and its agentsimmediately if, prior to or following the closing at which the subscriber is admitted as a Shareholder,there is any change in the information furnished in the Purchaser Questionnaire. In addition, thesubscriber represents that all representations and warranties contained in the Purchaser Questionnaire aretrue and correct. The Purchaser Questionnaire is incorporated by reference in, and made a part of, thisSubscription Agreement.

The subscriber further certifies that (i) cash or other investments included by the subscriber onSchedule II of the Purchaser Questionnaire are held solely for investment purposes and are not held forpersonal purposes; (ii) any such cash is not held as a reserve for working capital or current or anticipatedexpenses; and (iii) any real estate included on Schedule II of the Purchaser Questionnaire is not used as aresidence, as a place of business or in connection with a trade or business.

VIII. Miscellaneous

A. Failure by the Fund to exercise any right or remedy under this Subscription Agreement orany other agreement between the Fund and subscriber, or delay by the Fund in exercisingthe same, shall not operate as a waiver. No waiver by the Fund shall be effective unless itis in writing and signed by a representative or an agent of the Fund.

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B. Notices required or permitted to be given under this Subscription Agreement or the othersubscription documents shall be in writing and shall be deemed to be sufficiently givenwhen sent by facsimile or by registered or certified United States mail, postage prepaid,or by recognized overnight courier, addressed to the Fund, to Two International Place,Boston, MA, 02110, Attn: Chief Legal Officer, (facsimile number 617-672-1566) or, inthe case of the subscriber, to the subscriber’s address of record set forth in the PurchaserQuestionnaire.

C. This subscription agreement and all questions relating to its validity, interpretation,performance and enforcement shall be governed and construed in accordance with thelaws of the Commonwealth of Massachusetts (without regard to conflict of law principlesthereof). This Subscription Agreement shall be binding upon the subscriber, thesubscriber’s heirs, representatives and assigns, and shall inure to the benefit of the Fundand its agents. In the event that any provision of this Subscription Agreement is invalidor unenforceable under any applicable statute or rule of law, then such provision shall bedeemed inoperative to the extent that it may conflict therewith and shall be deemedmodified to conform to such statute or rule of law. Any provision hereof which mayprove invalid or unenforceable under any law shall not affect the validity orenforceability of any other provision hereof.

D. The subscriber is aware that the Investment Adviser, the Fund’s sponsor, director andinvestment adviser, is a Massachusetts business trust formed under a declaration of trust,and all persons dealing with the Investment Adviser must look solely to the property ofthe Investment Adviser for satisfaction of claims of any nature against the InvestmentAdviser, as neither the trustees, officers or employees nor shareholders of the InvestmentAdviser assume any personal liability in connection with its business or for obligationsentered into on its behalf.

IX. Important Privacy Notice

The Eaton Vance organization is committed to ensuring the financial privacy of Fund subscribers. TheFund and Eaton Vance have in effect the following policy (“Privacy Policy”) with respect to nonpublicpersonal information about its customers:

Only such information received from the subscriber, through these subscriptiondocuments or otherwise, and information about Fund transactions will be collected. Thismay include information such as name, address, social security number, tax status,account balances and transactions.

None of such information about a subscriber will be disclosed to anyone, except aspermitted by law (which includes disclosure to employees necessary to service youraccount). In the normal course of servicing a subscriber’s account, Eaton Vance mayshare information with unaffiliated third parties that perform various required services,such as transfer agents, custodians and broker-dealers.

Policies and procedures (including physical, electronic and procedural safeguards) are inplace that are designed to protect the confidentiality of such information.

The Fund and Eaton Vance reserve the right to change the Privacy Policy at any timeupon proper notification to customers. Customers may want to review the Policyperiodically for changes by accessing the link on the Eaton Vance homepage:www.eatonvance.com.

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This notice supersedes all previously issued privacy disclosures. For more information about the PrivacyPolicy, please call: 1-800-262-1122.

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IN WITNESS WHEREOF, the subscriber or the undersigned on behalf of the subscriberhas executed this Subscription Agreement this ____ day of _______________, ______. The U.S. InternalRevenue Service does not require your consent to any provision of this Subscription Agreement other thanthe certifications required to avoid back-up withholding.

Individual subscribers sign here:

(SIGNATURE OF SUBSCRIBER) (SIGNATURE OF JOINT SUBSCRIBER)

(Print Name of Subscriber) (Print Name of Joint Subscriber)

The individual(s) authorized to sign on behalf of a subscriber that is acorporation, partnership, trust or other entity sign here:

(SIGNATURE OF INDIVIDUAL SIGNINGON BEHALF OF SUBSCRIBER)

(Print Name and Title of IndividualSigning on behalf of Subscriber)

(SIGNATURE OF INDIVIDUAL SIGNINGON BEHALF OF SUBSCRIBER)

(Print Name and Title of IndividualSigning on behalf of Subscriber)

(SIGNATURE OF INDIVIDUAL SIGNINGON BEHALF OF SUBSCRIBER)

(Print Name and Title of IndividualSigning on behalf of Subscriber)

To be completed by the Fund:

Accepted as of this ____ day of __________,_____.

EATON VANCE INSTITUTIONALSENIOR LOAN FUND

By: EATON VANCE MANAGEMENTas Investment Adviser

By: ___________________________(Authorized Signature)

2014August

Rod Coburn, III. Chair of the Board

Robert Dowell, Vice Chair of the Board

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PART B – PURCHASER QUESTIONNAIRE FOR INDIVIDUALS

I. PLEASE INDICATE TYPE OF OWNERSHIP:

IndividualJoint Tenants with Right of SurvivorshipTenants-in-CommonTenants by the EntiretyCommunity Property

If a joint form of ownership, please describe below the relationship between the joint subscribers.

If joint subscribers are spouses, only one of them is required to be an accredited investor as described inSection IV below and a qualified purchaser as described in Section V below. If joint subscribers are notspouses, each joint subscriber must be an accredited investor and a qualified purchaser. In such cases, thejoint subscriber must separately answer the questions and provide the information requested below. Todo so, please make a copy of the relevant pages, and indicate thereon that the requested information isbeing provided with respect to the joint subscriber.

II. GENERAL INFORMATION

Name:(Subscriber) (Joint Subscriber)

Taxpayer IdentificationNumber:

(Subscriber) (Joint Subscriber)

Date of Birth:(Subscriber) (Joint Subscriber)

Citizenship:(Subscriber) (Joint Subscriber)

Subscriber’s Residence Address:(Number and Street - Post Office Box Unacceptable)

(City) (State or Country) (Zip Code)

Telephone Number: ( ) Facsimile Number: ( )(not required)

Address of Record:(Number and Street) (If Different from Residence)

(City) (State or Country) (Zip Code)

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III. SUBSCRIBER’S EMPLOYMENT INFORMATION

Occupation or Profession:

Current Position or Title:

Name of Employer:

Business Address:(Number and Street)

(City) (State or Country) (Zip Code)

Telephone Number: ( ) Facsimile Number: ( )(not required)

IV. ACCREDITED INVESTOR INFORMATION

A. Was the income of the subscriber individually in excess of $200,000 in each of the twomost recent years and is it expected to exceed that level in the current year?

YES ( ) NO ( )

If YES, skip Questions B and C and proceed to Section V.

B. Was the income of the subscriber jointly with spouse in excess of $300,000 in each of thetwo most recent years and is it expected to exceed that level in the current year?

YES ( ) NO ( )

If YES, skip Question C and proceed to Section V.

C. Does the subscriber (individually or jointly with spouse) have a net worth3 in excess of$1,000,000?

YES ( ) NO ( )

V. QUALIFIED PURCHASER INFORMATION

A. Does the subscriber own not less than $5,000,000 in investments4 as described herein andin Rule 2a51-1 under the 1940 Act*?

YES ( ) NO ( )

* In answering this question, include the investments set forth on the Schedules belowthat are held in the name of the subscriber or in the joint name of the subscriber togetherwith the subscriber’s spouse. Investments held by the subscriber’s spouse individuallymay also be included if (and only if) the subscriber and the subscriber’s spouse aresubscribing to the Fund jointly.

3 See the Glossary.

4 See the Glossary.

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B. SCHEDULES OF SUBSCRIBER’S INVESTMENTS

The purpose of the following Schedules I and II is to establish whether thesubscriber owns at least $5,000,000 in investments, as represented in Question Aimmediately above. Schedule II does not need to be completed if the information setforth in Schedule I establishes that the subscriber owns $5,000,000 or more ininvestments.

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Schedule I: Investments in Securities

Holdings of Securities*

Owned by Subscriber(Individually orJointly with Spouse)

Owned Individually byJoint Subscriber Spouse(If Applicable)

Publicly TradedCommon and Preferred Stock $ $

Bonds, Debentures and Treasury Notes

Stock and Bond Mutual Funds

Treasury Bills and Commercial Paper

Money Market Mutual Funds

Bank Certificates of Deposit

Other Securities**(Describe on a separate page)

Securities Related Debt*** $ $

Net Holdings of Securities $ $(Securities less SecuritiesRelated Debt)

* Marketable securities should be valued at fair market value. Marketable securities are securities that are(i) traded on a securities exchange, (ii) regularly traded or quoted in the over-the-counter market, or (iii) readilyredeemable or tradable on a secondary market or the substantial equivalent thereof. Securities that are notmarketable should be valued at fair value. The subscriber should describe in detail on a separate page the methodof valuation for securities that are not marketable. Securities listed on this Schedule may include securities thatrepresent a control interest in a public company (i.e., a company that files periodic reports with the Securities andExchange Commission under the Exchange Act) and a control interest in a private operating company, providedsuch company has shareholders’ equity of $50 million or more (as reflected in such company’s most recent financialstatements, as of a date within sixteen months of the closing of the Fund at which this subscription is accepted).

** Interests in privately-owned firms and businesses (except as described above), real estate, personal property(such as jewelry, artwork, antiques and other collectibles), commodities and commodity interests, insurancecontracts, currency, and bank checking and savings accounts are not, for this purpose, considered to be securities.Securities issued by “investment vehicles” (defined to include privately offered funds and certain types of issuersthat engage in significant investment-related activities such as broker-dealers, banks, insurance companies, financecompanies, certain structured finance vehicles and commodity pools) are considered securities for this purpose. Anyinvestments held in an IRA or 401(k) account the investments of which are directed by the subscriber and held forthe subscriber’s sole benefit are securities for purposes of this Schedule; however, no other retirement plan assetsmay be included. The subscriber should describe “Other Securities” in detail on a separate page, including themethod used to value such securities.

*** Include all outstanding indebtedness incurred to acquire the securities, together with any indebtednesscollateralized by the securities.

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Schedule II: Cash and Other Investments

The subscriber should complete this Schedule if the total of the investments included onSchedule I does not exceed $5,000,000.

Holdings of Cashand Other Investments*

Owned by Subscriber(Individually orJointly with Spouse)

Owned Individually byJoint Subscriber Spouse(If Applicable)

Currency and Bank Accounts $ $

Cash Surrender Value of InsurancePolicies (net of loans thereon)

Other Holdings of Cashand Cash Equivalents(Describe on a separate page)

Real Estate**(Describe each property and providecurrent appraisal and cost)

Related Debt *** $ $

Net Holdings of Cash andOther Investments(Cash and Other Investments lessRelated Debt)

$ $

* Do not include cash positions listed as securities on Schedule I or cash positions deposited with futurescommission merchants as initial margin or option premiums in connection with Commodity Interests. In addition,do not include any amounts that are held for personal purposes or as a reserve for working capital or current andanticipated expenses and not for investment purposes.

** Include only real estate held for investment. Real estate is not held for investment if it is used by thesubscriber or a “related person” for personal purposes (e.g., as a personal residence, as a place of business or inconnection with the conduct of the trade or business of the subscriber or a “related person” of the subscriber). A“related person” is a sibling, spouse or former spouse of the subscriber, a direct lineal descendant or ancestor bybirth or adoption of the subscriber, or a spouse of such descendant. Residential real estate will be treated as held forinvestment only if it is not treated as a dwelling unit used as a residence in determining whether deductions fordepreciation and other items are allowable under the U.S. Internal Revenue Code of 1986, as amended (the “Code”).Section 280A of the Code provides, among other things, that a taxpayer uses a dwelling unit during the taxable yearif the taxpayer uses such unit for personal purposes for a number of days that exceeds the greater of 14 days or 10%of the number of days during which the unit is rented at fair market value. Properties should be valued at marketvalue (if known) or at cost, and the method of valuation should be indicated. For each property, attach a realestate appraisal of the property’s market value by an independent third party dated within the last sixmonths, together with a statement of the cost of such property.

*** Include all outstanding indebtedness incurred to acquire any real estate listed above, together with anyindebtedness collateralized by the property.

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VI. OTHER INFORMATION

A. Within the past two years, has the subscriber or joint subscriber made a generalassignment for the benefit of creditors, been in receivership or filed or had filed againstthe subscriber or joint subscriber a petition in bankruptcy?

YES ( ) NO ( )

B. Are there any lawsuits outstanding or threatened against the subscriber or jointsubscriber, or are there any claims against the subscriber or joint subscriber that,individually or in the aggregate, could have a material adverse effect on the net worth ofthe subscriber or the joint subscriber?

YES ( ) NO ( ) If YES, please provide details below.

C. Please describe below any additional matters of a financial nature that are relevant to ananalysis of the subscriber’s or joint subscriber’s financial position or investmentsophistication.

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PART C – PURCHASER QUESTIONNAIRE FOR CORPORATIONS,PARTNERSHIPS, TRUSTS AND OTHER ENTITIES

I. GENERAL INFORMATION

Name of Subscriber:(Name of corporation, partnership, trust, limited liability company or other entity)

(Name of Individual(s) Authorized to Sign on behalf of Subscriber)

(Title of Individual(s) Authorized to Sign on behalf of Subscriber)

Address of Principal Place of Business:(Number and Street - Post Office Box Unacceptable)

(City) (State or Country) (Zip Code)

Telephone Number: ( ) Facsimile Number: ( )(not required)

Address of Record:(Number and Street) (If Different from Above)

(City) (State or Country) (Zip Code)

Jurisdiction and Date of Organization:

Taxpayer Identification Number: Fiscal Year:

Total Assets on the Date Hereof: $

Is the Subscriber investing assets of a U.S. retirement plan?

A COPY OF THE SUBSCRIBER’S ORGANIZATIONAL ORGOVERNING DOCUMENTS (SUCH AS A TRUST AGREEMENT, ARTICLES

OF ORGANIZATION, OPERATING AGREEMENT OR PARTNERSHIP AGREEMENT)MUST ACCOMPANY THE SUBSCRIPTION BOOKLET OF AN ENTITY SUBSCRIBER.

Fresno County Employees' Retirement Association

Rod Coburn, III Robert Dowell Becky Van Wyk

Board Chair Vice Chair Interim Retirement Administrator

1111 H Street

Fresno, California. 93721

(559)- 457-0681

County of Fresno. 1944

94-2180266 June 30

3.9 Billion

Yes.

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II. ACCREDITED INVESTOR INFORMATION

A. Please check applicable description if the subscriber is an entity described below:

A revocable grantor trust (i) in which the grantor is an individual who (a) has anet worth (or joint net worth with spouse) in excess of $1,000,000 or (b) hadindividual income in excess of $200,000 in each of the two most recent years andexpects to have individual income in excess of $200,000 in the current year or (c)had joint income together with spouse in excess of $300,000 in each of the twomost recent years and expects to have joint income in excess of $300,000 in thecurrent year or (ii) the trustee of which is a bank or savings and loan association.(A revocable grantor trust described under (i) must also complete Section II.Bbelow.)

A trust (other than a revocable grantor trust or a business trust), with total assetsin excess of $5,000,000, not formed for the specific purpose of acquiring theShares offered, whose purchase is directed by a person who, either alone or withhis representative(s), has such knowledge and experience in financial andbusiness matters that he is capable of evaluating the merits and risks of theprospective investment in the Shares.

A corporation which has total assets in excess of $5,000,000 and which was notformed for the specific purpose of acquiring the Shares offered.

A partnership or limited liability company which has total assets in excess of$5,000,000 and which was not formed for the specific purpose of acquiring theShares offered.

A tax-exempt organization as is defined in Section 501(c)(3) of the Code or aMassachusetts or similar business trust which has total assets in excess of$5,000,000 and which was not formed for the specific purpose of acquiring theShares offered.

A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loanassociation or other institution as defined in Section 3(a)(5)(A) of the SecuritiesAct whether acting in its individual or fiduciary capacity.

A broker or dealer registered pursuant to Section 15 of the Exchange Act.

An insurance company as defined in Section 2(a)(13) of the Securities Act.

An investment company registered under the 1940 Act or a businessdevelopment company as defined in Section 2(a)(48) of the 1940 Act.

A Small Business Investment Company licensed by the U.S. Small BusinessAdministration under Section 301(c) or (d) of the Small Business Investment Actof 1958.

A plan established and maintained by a state, its political subdivisions, or anyagency or instrumentality of a state or its political subdivisions, for the benefit ofits employees, if such plan has total assets in excess of $5,000,000.

An employee benefit plan within the meaning of Title I of the U.S. EmployeeRetirement Income Security Act of 1974 (“ERISA”) if (i) the investment

X

C-3

decision with respect to this investment is made by a plan fiduciary, as defined inSection 3(21) of ERISA, which is either a bank, savings and loan association,insurance company or registered investment adviser, (ii) the employee benefitplan has total assets in excess of $5,000,000, or (iii) the plan is a self-directedplan, with investment decisions made solely by persons who, if an individual (a)has a net worth (or joint net worth with spouse) in excess of $1,000,000, (b) hadindividual income in excess of $200,000 in each of the two most recent years andexpects to have individual income in excess of $200,000 in the current year, or(c) had joint income together with spouse in excess of $300,000 in each of thetwo most recent years and expects to have joint income in excess of $300,000 inthe current year, or, if an entity, meets one of the conditions under this Paragraph(A).

A private business development company as defined in Section 202(a)(22) of theInvestment Advisers Act of 1940, as amended.

Any entity in which all of the equity owners are accredited investors.

B. This paragraph (B) must be completed if (i) the subscriber is not an entity described inparagraph (A) above, (ii) the subscriber is a revocable grantor trust in which the grantor isan individual described in the first option under paragraph (A) above or (iii) thesubscriber is an entity in which all of the equity owners are accredited investors. Thecorporation, partnership, trust, limited liability company or other entity must completesubparagraph (1) below and every owner of an equity interest in the entity must completesubparagraph (2) below. If there is more than one owner of an equity interest, completeand attach separate copies of subparagraph (2).

1. The names of all owners of an equity interest in the subscriber (that is, allshareholders of a corporation or all partners of a partnership, or all members of alimited liability company and the grantor of a grantor trust, but not thebeneficiaries of a true trust) and their respective interests in the subscriber are asfollows:

2. Statement of Financial Information (subsections (a) and (b) below must be completed foreach equity interest owner listed above:

(a) GENERAL AND EMPLOYMENT INFORMATION

Name of Equity Interest Owner:

Social Security Number:

Residence Address:(Number and Street) (City) (State) (Zip Code)

Telephone Number: ( )

Occupation or Profession:

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Current Position or Title:

Name of Employer:

Business Address:(Number and Street) (City) (State) (Zip Code)

Telephone Number: ( ) Facsimile Number: ( )(not required)

(b) FINANCIAL INFORMATION

(1) Was the income of the equity owner individually in excess of $200,000in each of the two most recent years and is it expected to exceed thatlevel in the current year?

YES ( ) NO ( )

If YES, skip Questions 2 and 3 and proceed to Section III.

(2) Was the income of the equity owner jointly with spouse in excess of$300,000 in each of the two most recent years and is it expected toexceed that level in the current year?

YES ( ) NO ( )

If YES, skip Question 3 and proceed to Section III.

(3) Does the equity owner (individually or jointly with spouse) have a networth5 in excess of $1,000,000?

YES ( ) NO ( )

5 See the Glossary.

C-5

III. QUALIFIED PURCHASER INFORMATION

To be a qualified purchaser, an entity subscriber must be able to answer YES to eitherQuestion A (both parts), Question B, Question C or Question D (both parts) below.

A.(i). Is the subscriber a Family Company? A Family Company is a trust, partnership,corporation, limited liability company or other organized group exclusively owneddirectly or indirectly by or for two or more natural persons who are related as siblings orspouse (including former spouses), or direct lineal descendants by birth or adoption,spouses of such persons, the estates of such persons, or foundations, charitableorganizations or trusts established by or for the benefit of such persons.

YES ( ) NO ( )

If YES, answer Question A(ii). If NO, skip to Question B.

A.(ii). Does the Family Company subscriber own $5,000,000 or more in investments asdescribed herein and in Rule 2a51-1 under the 1940 Act?

YES ( ) NO ( )

If YES, complete Subsection E, Schedules of Subscriber’s Investments, at the end of thisSection III for the Family Company. Proceed to Section IV after completing SubsectionE below.

B. If the subscriber is not a trust, is each beneficial owner of the non-trust subscriber aqualified purchaser*?

YES ( ) NO ( )

*A beneficial owner is a qualified purchaser only if such person can answer in theaffirmative Questions B OR C in this Section III, BOTH PARTS of Questions A OR D inthis Section III, OR Question A of Section V of the “Purchaser Questionnaire forIndividuals” appearing elsewhere in this subscription booklet (substituting “person” for“subscriber”). For each such beneficial owner, please copy and complete the pages ofthis subscription booklet relevant to establishing that such person is a qualified purchaser(including Schedule I and (if needed) Schedule II).

If YES, proceed to Section IV.

C. Does the subscriber, acting for its own account or the accounts of other qualifiedpurchasers*, in the aggregate own and invest on a discretionary basis not less than$25,000,000 in investments as described herein and in Rule 2a51-1 under the 1940Act**?

YES ( ) NO ( )

*Other persons for whose account the subscriber invests are qualified purchasers only ifsuch other persons can answer in the affirmative Questions B OR C in this Section III,BOTH PARTS of Questions A OR D in this Section III OR Question A of Section V ofthe “Purchaser Questionnaire for Individuals” appearing elsewhere in this subscriptionbooklet (substituting “person” for “subscriber”). For each other person for whose accountthe subscriber invests, please copy and complete the pages of this subscription bookletrelevant to establishing that such person is a qualified purchaser (including Schedule I

X

X

X

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and (if needed) Schedule II). In responding to this Question the investments of acompany and its wholly-owned and majority-owned subsidiaries may be aggregated,regardless of which such company is the subscriber.

**To answer this question on behalf of the subscriber, complete Subsection E, Schedulesof Subscriber’s Investments, at the end of this Section III. If the subscriber’s totalinvestments from Subsection E is $25,000,000 or more and if each account investing inthe Fund for whom the subscriber is acting (if any) is owned by a qualified purchaser,proceed to Section IV after completing Subsection E below.

D.(i). Is the subscriber a trust not covered by Question A(i) and/or A(ii) above (that is, a trustthat is not a Family Company or a trust that owns less than $5 million in investments)that was not formed for the specific purpose of acquiring Shares of the Fund?

YES ( ) NO ( )

If YES, answer Question D(ii). If NO, proceed to Section IV.

D.(ii). Is the trustee or other person authorized to make decisions with respect to the trust andeach settlor or other person who has contributed assets to the trust a qualified purchaser*?

YES ( ) NO ( )

*Authorized and contributing persons are qualified purchasers only if they can answer inthe affirmative Questions B OR C in this Section III, BOTH PARTS of Questions A inthis Section III, OR Question A of Section V of the “Purchaser Questionnaire forIndividuals” appearing elsewhere in this subscription booklet (substituting “person” for“subscriber”). For each authorized and contributing person, please copy and completeSchedule I and (if needed) Schedule II and submit them with these subscriptiondocuments.

E. SCHEDULES OF SUBSCRIBER’S INVESTMENTS

The purpose of the following Schedules is to establish whether the subscriber ownssufficient investments to be a qualified purchaser as represented in Question A, B or Cimmediately above. Schedule II does not need to be completed if the information setforth in Schedule I establishes that the subscriber owns sufficient investments to be aqualified purchaser.

X

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Schedule I: Investments in Securities

Holdings of Securities*Owned bySubscriber

Publicly TradedCommon and Preferred Stocks $_________________________________

Bonds, Debentures and Treasury Notes _________________________________

Stock and Bond Mutual Funds _________________________________

Treasury Bills and Commercial Paper _________________________________

Money Market Mutual Funds _________________________________

Bank Certificates of Deposit _________________________________

Other Securities**(Describe on a separate page)

_________________________________

Securities Related Debt*** $_________________________________

Net Holdings of Securities(Securities less Securities Related Debt)

$_________________________________

* Marketable securities should be valued at fair market value. Marketable securities are securities (i) tradedon a securities exchange, (ii) regularly traded or quoted in the over-the-counter market, or (iii) readily redeemable ortradable on a secondary market or the substantial equivalent thereof. Securities that are not marketable should bevalued at fair value. The subscriber should describe in detail on a separate page the method of valuation forsecurities that are not marketable. Securities listed on this Schedule may include securities that represent a controlinterest in a public company (i.e., a company that files periodic reports with the Securities and ExchangeCommission under the U.S. Securities Exchange Act of 1934) and a control interest in a private operating company,provided such company has shareholders’ equity of $50 million or more (as reflected in such company’s most recentfinancial statements, as of a date within sixteen months of the closing of the Fund at which this subscription isaccepted).

** Interests in privately-owned firms and businesses (except as described above), real estate, personal property(such as jewelry, artwork, antiques and other collectibles), commodities and commodity interests, insurancecontracts, currency, and bank checking and savings accounts are not, for this purpose, considered to be securities.Securities issued by “investment vehicles” (defined to include privately offered funds and certain types of issuersthat engage in significant investment-related activities such as broker-dealers, banks, insurance companies, financecompanies, certain structured finance vehicles and commodity pools) are considered securities for this purpose. Anyinvestments held in an IRA or 401(k) account the investments of which are directed by the subscriber and held forthe subscriber’s sole benefit are securities for purposes of this Schedule; however, no other retirement plan assetsmay be included. The subscriber should describe “Other Securities” in detail on a separate page, including themethod used to value such securities.

*** Include all outstanding indebtedness incurred to acquire the securities, together with any indebtednesscollateralized by the securities. A subscriber that is a Family Company must also deduct the amount of alloutstanding indebtedness incurred by any of the Family Company’s owners to acquire the securities held by theFamily Company.

$2.2 billion

$1.1 billion

$74 million

$600 million (PE, RE, HF)

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Schedule II: Cash and Other Investments

The subscriber should complete this Schedule if the total of the investments included onSchedule I does not exceed $5,000,000 ($25,000,000 for a subscriber that answered Question III.Con page C-5 in the affirmative).

Holdings of Cash*and Other Investments

Owned bySubscriber

Currency and Bank Accounts $ _______________________________________

Cash Surrender Value of Insurance Policies(net of loans thereon)

Other Holdings of Cash and Cash Equivalents(Describe on a separate page)

Real Estate**(Describe each property and provide current appraisaland cost)

Related Debt*** $

Net Holdings of Cash and Other Investments(Cash and Other Investments less Related Debt)

$ _______________________________________

* Do not include cash positions listed as securities on Schedule I or cash positions deposited with futurescommission merchants as initial margin or option premiums in connection with Commodity Interests. In addition,do not include any amounts that are held for personal purposes or as a reserve for working capital or current andanticipated expenses and not for investment purposes.

** Include only real estate held for investment. Real estate is not held for investment if it is used by the owneror a “related person” of the owner for personal purposes (e.g., as a personal residence, as a place of business or inconnection with the conduct of the trade or business of such owner or a “related person” of the owner). If thesubscriber is a Family Company, a “related person” includes any owner of the Family Company and any person whois a “related person” of such owner. A “related person” is a sibling, spouse or former spouse of the owner of aFamily Company, a direct lineal descendant or ancestor by birth or adoption of such owner, or a spouse of suchdescendant. Residential real estate will be treated as held for investment only if it is not treated as a dwelling unitused as a residence in determining whether deductions for depreciation and other items are allowable under theCode. Section 280A of the Code provides, among other things, that a taxpayer uses a dwelling unit during thetaxable year if the taxpayer uses such unit for personal purposes for a number of days that exceeds the greater of 14days or 10% of the number of days during which the unit is rented at fair market value. Properties should bevalued at market value (if known) or at cost, and the method of valuation should be indicated. For eachproperty, attach a real estate appraisal of the property’s market value by an independent third party datedwithin the last six months, together with a statement of the cost of such property.

*** Include all outstanding indebtedness incurred to acquire any real estate listed above, together with anyindebtedness collateralized by the property. A subscriber that is a Family Company must also deduct the amount ofall outstanding indebtedness incurred by any of the Family Company’s owners to acquire real estate held by theFamily Company, together with any indebtedness incurred by any such owner collateralized by the property.

N/A, Schedule 1 greater than 5m

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IV. ERISA INFORMATION

A. The subscriber is __ / is not __ (please check as appropriate) a “benefit plan investor.”The term “benefit plan investor” is defined by ERISA, to include (i) any employeebenefit plan that is subject to the fiduciary responsibility standards and prohibitedtransaction restrictions of part 4 of Title I of ERISA, (ii) any plan to which Section 4975of the Code, applies, and (iii) a private investment fund or other entity whose assets aretreated as “plan assets” for purposes of ERISA and Section 4975 of the Code. Inaddition, assets of the general account of an insurance company may, in certaincircumstances, be treated as “plan assets” for purposes of ERISA and Section 4975 of theCode.

B. If the subscriber is an investment fund not registered under the 1940 Act or the beneficialinterests in which are not registered under the Securities Act and has indicated above thatit is not a benefit plan investor because its assets are not treated as “plan assets” forpurposes of ERISA or Section 4975 of the Code, the subscriber agrees to notify theInvestment Adviser promptly if at any time the foregoing statement is no longer true andto indicate in writing the percentage of subscriber’s assets that are treated as “plan assets”for purposes of ERISA or Section 4975 of the Code. The subscriber understands andagrees that, in order to prevent the assets of the Fund from being treated as “plan assets”for purposes of ERISA and Section 4975 of the Code, the subscriber may be prohibitedfrom purchasing or acquiring Shares or may be required to redeem Shares.

C. If the subscriber is a benefit plan investor, it is of the type described below (please checkappropriate box):

an employee benefit plan subject to part 4 of Title I of ERISA (an “ERISAInvestor”).

an individual retirement account, Keogh plan (covering only self-employedindividuals and their respective spouses), or other employee benefit plan notsubject to Title I of ERISA, but to which Section 4975 of the Code applies (a“4975 Investor”).

a private investment fund not registered under the 1940 Act or the Securities Actwhose assets are treated as “plan assets” for purposes of ERISA and Section4975 of the Code (an “ERISA Investor”). The subscriber hereby certifies thatless than ____% (please fill in applicable percentage) of the equity interests inthe subscriber is held by benefit plan investors as defined in Section 3(42) ofERISA. If at any time the percentage of the subscriber’s assets that are treated as“plan assets” for purposes of ERISA or Section 4975 of the Code equals orexceeds the percentage indicated in the preceding sentence, the subscriber agreesto provide written notice to the Investment Adviser of the revised percentagepromptly in writing.

a group trust fund exempt from U.S. federal taxation under U.S. Internal RevenueService Revenue Ruling 81-100, a common or collective trust fund of a bank, ora separate account of an insurance company (also an “ERISA Investor”). Thesubscriber acknowledges that the Investment Adviser intends to treat all of theassets of such fund or account that are invested in the Fund as “plan assets” forpurposes of ERISA and Section 4975 of the Code unless and until the InvestmentAdviser receives satisfactory advice to the contrary from the subscriber.

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an insurance company general account, some or all of the assets of which aretreated as “plan assets” for purposes of ERISA and Section 4975 of the Code(also an “ERISA Investor”). The subscriber hereby certifies that less than ___%(please fill in applicable percentage) of the assets of such account consist of theassets of “benefit plan investors,” as that term is defined in Section 3(42) ofERISA. If at any time the percentage of the subscriber’s general account assetsthat are treated as “plan assets” for purposes of ERISA or Section 4975 of theCode equals or exceeds the percentage indicated in the preceding sentence, thesubscriber agrees to provide written notice to the Investment Adviser of therevised percentage promptly in writing.

a benefit plan investor other than as described above (for example, a “benefit planinvestor” may include an investor investing in the Fund in connection with anagreement with an ERISA Investor pursuant to which such ERISA Investor isentitled to payment(s) from the investor based solely upon the investor’sinvestment in the Fund) (please explain or describe below or in separateattachment).

D. If the subscriber is an employee benefit plan that is not a “benefit plan investor” as defined above, the subscriber is _X_ / is not __ (please check as appropriate) subject to any laws or regulations that are substantially similar to ERISA or Section 4975 of the Code (“Similar Laws”).

E. If the subscriber is an employee benefit plan of any kind, including, without limitation, abenefit plan investor defined described above or an employee benefit plan that is not abenefit plan investor, such as a plan established by a government entity, a church orentity associated with a church, or maintained outside the U.S. primarily for the benefit ofnonresident aliens, such subscriber being sometimes referred to below for convenience asthe “Plan,” the individual signing this Subscription Agreement on behalf of the Plan (the“Fiduciary”) represents, warrants, and agrees as follows:

(1) The Fiduciary is a fiduciary of the Plan who is authorized to invest Plan assets oracting at the direction of a Plan fiduciary authorized to invest Plan assets.6 TheFiduciary (A) has determined that an investment in the Shares is consistent withthe Fiduciary’s responsibilities to the Plan under ERISA or other applicable law,and (B) is qualified to make such investment decision.

(2) The execution and delivery of this Subscription Agreement, and the investmentcontemplated hereby: (i) has been duly authorized by all appropriate andnecessary parties pursuant to the provisions of the instrument or instrumentsgoverning the Plan and any related trust; and (ii) will not violate, and is nototherwise inconsistent with, the terms of such instrument or instruments.

6 References to the “Fiduciary” in these representations shall be deemed to include the Fiduciary signing thisSubscription Agreement and, where applicable, any Plan fiduciary directing the Plan’s investment in the Shares andthe execution of this Subscription Agreement.

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(3) The Fiduciary acknowledges that the assets of the Fund will be invested inaccordance with the investment policies and objectives described in theMemorandum. If the Plan is an ERISA Investor, the Fiduciary has determinedthat an investment in the Fund is prudent and in the interests of the Plan,considering, among other things, the role that an investment in the Fund wouldplay in the Plan’s portfolio, taking into consideration whether the investment isdesigned reasonably to further the Plan’s purposes, the risk and return factorsassociated with the investment, the composition of the Plan’s total investmentportfolio with regard to diversification, the liquidity and current return of thePlan’s portfolio relative to its anticipated cash flow needs, and the projectedreturn of the Plan’s portfolio relative to its objectives. If the Plan is not anERISA Investor, the Fiduciary has determined that an investment in the Fundmeets all requirements of, and is consistent with and within the limits of, anySimilar Laws and other federal, state, local, foreign or other laws or regulationsapplicable to the Plan and its investments. In determining that an investment inthe Fund is prudent and in the interests of the Plan, the Fiduciary also hasconsidered (i) the fact that the Fund may consist of a diverse group of investors(possibly including taxable and tax-exempt entities) and that the InvestmentAdviser necessarily will not take the investment objectives of any particularinvestor that are not consistent with those of the Fund into account in managinginvestments, (ii) limitations on the Plan’s right to redeem or transfer Shares, (iii)the implications arising from whether or not the assets of the Fund are treated as“plan assets” for purposes of ERISA and Section 4975 of the Code, and (iv) thetax effects of an investment in the Fund.

(4) The Plan’s purchase and holding of Shares will not constitute a non-exempttransaction prohibited under ERISA, Section 4975 of the Code, or any SimilarLaws or other federal, state, local, foreign or other laws or regulations applicableto the Plan and its investments. Neither the Investment Adviser nor any of itsaffiliates, agents, or employees: (i) exercises any authority or control with respectto the management or disposition of assets of the Plan used to purchase theShares, (ii) renders investment advice for a fee (pursuant to an agreement orunderstanding that such advice will serve as a primary basis for investmentdecisions and that such advice will be based on the particular investment needs ofthe Plan), with respect to such assets of the Plan, or has the authority to do so, or(iii) is an employer maintaining or contributing to, or any of whose employeesare covered by, the Plan.

(5) The Fiduciary understands and agrees to the fee arrangements described in theMemorandum, including the Management Fee, and has obtained information(and has had the opportunity to request additional information) regarding sucharrangements and the associated risks, as necessary to enable the Fiduciary toconclude that such fee arrangements are reasonable and consistent with theinterests of the Plan.

(6) The participants of the Plan do not have the power or authority to direct theinvestment of Plan assets in the Fund

(7) The Fiduciary understands and agrees that, in order to prevent the assets of theFund from being treated as “plan assets” for purposes of ERISA and Section4975 of the Code, the subscriber may be prohibited from purchasing or acquiringShares or may be required to redeem Shares.

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E. If at any time during which the Plan holds Shares, any of the representations set forth inthis Section is or is reasonably expected to become untrue or inaccurate, the Fiduciaryshall so inform the Investment Adviser and provide in writing the necessary informationimmediately; provided that nothing in this sentence or the foregoing representationsregarding the subscriber’s status and, if applicable, undertakings to provide informationto the Investment Adviser shall be deemed to relieve the subscriber from any liability orobligation it may have to the Investment Adviser or the Fund under this SubscriptionAgreement or for any breach of the subscriber’s representations and warranties in thisSubscription Agreement. The Fiduciary further agrees to provide such other informationas the Investment Adviser may reasonably request from time to time in order to avoidviolations of ERISA or other laws applicable to the Fund.

IV. OTHER INFORMATION

A. Within the past two years, has the subscriber made a general assignment for the benefit ofcreditors, been in receivership or filed or had filed against it in a petition in bankruptcy?

YES ( ) NO ( )

B. Are there any lawsuits outstanding or threatened against the subscriber, or are there anyclaims against the subscriber that, individually or in the aggregate, could have a materialadverse affect on the subscriber’s net worth?

YES ( ) NO ( ) If YES, pleaseprovide details

C. Please describe below any additional matters of a financial nature that are relevant to ananalysis of the subscriber’s financial position or investment sophistication.

V. REPRESENTATIONS AND WARRANTIES

(i) By signing the Subscription Agreement, the subscriber represents and warrants toeach of the Fund and its agents that:

A. The subscriber is duly organized, validly existing and in good standing under the laws ofits jurisdiction of organization, the subscriber has the principal place of business set forthin its Purchaser Questionnaire and the subscriber has not been formed for the specificpurpose of acquiring Shares.

B. The subscriber is authorized, has taken all requisite action and otherwise is duly qualifiedto purchase and hold Shares and become a shareholder in the Fund as contemplated bythe Memorandum.

C. The person(s) signing the Subscription Agreement on behalf of the subscriber areauthorized by the subscriber, the terms of the subscriber’s organizational documents and

X

X

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all applicable laws and have full power and authority to execute and deliver each suchdocument on behalf of the subscriber.

D. The entering into of the Subscription Agreement requires no action by or in respect of, orfiling with, any governmental body, agency or official (except as disclosed in writing tothe Fund) and does not and will not contravene, or constitute a default under, anyprovision of applicable law or regulation or of the subscriber’s certificate or articles ofincorporation, certificate of partnership, certificate or declaration of trust, certificate offormation or other comparable organizational documents or any agreement, judgment,injunction, order, decree or other instrument binding upon it or its properties. TheSubscription Agreement constitutes when executed and delivered, a valid and bindingagreement of the subscriber, enforceable against the subscriber in accordance with itsterms.

E. The person(s) signing the Subscription Agreement warrant that they exercise soleinvestment discretion on behalf of the subscriber, or if their investment decisions are inany way subject to the power of any other person to direct, advise upon, consent to orveto this investment decision, they have obtained the waiver or consent of such person tothe transactions contemplated hereby.

F. None of the subscriber’s partners, shareholders or other beneficiaries or owners has theright to elect not to participate in an investment in the Shares, or to be consultedregarding non-participation in an investment in the Shares.

G. The documents attached hereto pursuant to Section V(ii) hereof are true and completecopies of the subscriber’s organizational and governing instruments and include allamendments and supplements thereto, as in full force and effect as of the date hereof.

H. If applicable to the subscriber, no amendment or other document relating to or affectingthe subscriber’s certificate or articles of incorporation, certificate of partnership,certificate or declaration of trust, certificate of formation or other comparableorganizational instrument attached hereto has been filed in the office of the Secretary ofState or comparable official of the State or Commonwealth where the instrument(s)attached hereto were filed, and no action has been taken by the subscriber or itsshareholder(s), director(s), officer(s), trustee(s), partner(s), manager(s) or member(s) incontemplation of the filing of any such amendment or other document or incontemplation of the liquidation or dissolution of the subscriber.

I. If a trustee of a trust subscriber is a corporation or other entity, each person who, onbehalf of such trustee, executed and delivered the Subscription Documents was dulyauthorized to do so and the signature(s) of such person(s) appearing on such documents isgenuine. The subscriber and/or the person(s) signing the Subscription Agreement onbehalf of the subscriber will provide to the Fund such information and certificates as theymay reasonably request in connection with the subscriber’s subscription.

(ii) The subscriber shall attach hereto a true and complete copy of the following orother comparable organizational and governing instruments, including all amendments andsupplements thereto, and shall deliver to the Fund true and complete copies of any amendmentsor supplements thereto which are adopted on or prior to the date the subscriber’s subscription isaccepted:

A. If the subscriber is a corporation, its certificate or articles of incorporation, bylaws,certified corporate resolutions authorizing the subscriber becoming a shareholder of the

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Fund and the Corporate Certificate, a form of which is included in this subscriptionbooklet.

B. If the subscriber is a partnership, its certificate of partnership, partnership agreement,resolutions or authorizations authorizing the subscriber becoming a shareholder of theFund and a certificate as to the incumbency of the person(s) signing the SubscriptionDocuments.

C. If the subscriber is a trust, its certificate or declaration of trust, any agreement ordocument (including, without limitation, any indenture or agreement of trust,renunciations, releases, or exercise of powers, settlement agreements or court orders)relevant to the trustee(s)’ authority to subscribe to the Fund and to become a shareholderof the Fund and resolutions or authorizations authorizing the subscriber becoming ashareholder of the Fund.

D. If the subscriber is a limited liability company, its certificate of formation, limitedliability company agreement, resolutions authorizing the subscriber becoming ashareholder of the Fund and a certificate as to the incumbency of the person(s) signingthe Subscription Documents.

E. If the subscriber is an entity not identified above and is not an individual, the appropriateorganization and governing documents, resolutions or authorizations authorizing thesubscriber becoming a shareholder of the Fund and a certificate as to the incumbency ofthe person(s) signing the Subscription Documents.

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TO BE COMPLETED BY ALL CORPORATE SUBSCRIBERS

CORPORATE CERTIFICATE

I, , of , a(Name of undersigned*) (Title) (Name of corporation)

corporation, (the “Corporation”) do hereby certify that the following resolution(State of incorporation)

was duly adopted by the board of directors of the Corporation at a meeting duly called and held on

at which meeting a quorum was present and acting throughout, and that said(Date of Board Meeting)

resolution is still in full force and effect:

RESOLVED: That the Corporation is authorized to subscribe for shares of Eaton VanceInstitutional Senior Loan Fund (the “Fund”) in accordance with the Fund’s Private PlacementMemorandum, as amended and supplemented to the date hereof; and that the officers of theCorporation, and each of them acting alone, are hereby fully authorized and empowered on behalfof the Corporation to execute, acknowledge and deliver to said Fund such representations, powersof attorney, instruments, subscription documents, instructions and other papers and documents asthe officer or officers so acting deem necessary or desirable in connection with the Corporation’ssubscription to and ownership of shares of the Fund.

I further certify that is the duly elected(Person signing Subscription Documents) (Title of such person)

of the Corporation, that such person has executed and delivered all subscription documents on behalf of

the Corporation and that such person was duly authorized by the directors of the Corporation to do so. I

further certify that I am the of the Corporation and am authorized to(Undersigned’s title)

execute and deliver this certificate.

Dated: , ______*Name:

Title:

* This certificate must be executed by an officer of the Corporation other than the person signingthe subscription documents.

Glossary-1

GLOSSARY

An anti-money laundering program or “AMLP” compliant with applicable laws must, at a minimum:

A. (i) Enforce “know-your-customer” policies that, at a minimum, verify and reliably document theidentity, birth date, address, taxpayer identification number, foreign identification number, home andwork telephone numbers for all employees, personnel, investors, clients, customers, agents, andprincipals;(ii) For each investor, client, customer, and principal, verify and document its business, source offunds, and investment objectives and has confirmed that no investor, client, customer or principal norany person that controls, is controlled by or is under common control with any investor, client,customer or principal

(1) is identified on the OFAC list or the subject of an OFAC Maintained Sanctions Program,or(2) is a foreign shell bank as that term is defined by the U.S. Treasury Department;

(iii) Include reasonable internal procedures and controls to detect and report suspicious activities;(iv) Designate a compliance officer for anti-money laundering responsibilities;(v) Provide ongoing employee training with respect to anti-money laundering policies andprocedures; and(vi) Include an independent audit function to test its AMLP; or

B. Contain substantially equivalent provisions in accordance with the laws of its local jurisdiction.

A “financial institution” in the USA PATRIOT Act of 2001 generally includes banks, trust companies, thriftinstitutions, agencies or branches of foreign banks, investment bankers, broker-dealers, investment companies,insurance companies, futures commission merchants, commodity trading advisors, and commodity pooloperators) or is subject to the anti-money laundering laws of the subscriber’s jurisdiction.

“Investments” means any or all (1) securities (as defined in Section 2(a)(1) of the Securities Act), except forsecurities of issuers controlled by the subscriber (“Control Securities”) unless (A) the issuer of the ControlSecurities is itself a registered or private investment company or is exempted from the definition of investmentcompany by any of Section 3(c)(1) through 3(c)(9) of the 1940 Act or by Rule 3a-6 or Rule 3a-7 under the1940 Act, (B) the issuer of the Control Securities files reports pursuant to Section 13 or 15(d) of the U.S.Securities Exchange Act of 1934, as amended (the “Exchange Act”) (C) the issuer of the Control Securities hasa class of securities listed on a “designated offshore securities market” as defined by Regulation S under theSecurities Act or (D) the issuer of the Control Securities is a private company with shareholders' equity not lessthan $50 million, determined in accordance with generally accepted accounting principles, as reflected in thecompany's most recent financial statements (provided such financial statements present information as of adate within 16 months preceding the date of the subscriber’s purchase of Shares); (2) futures contracts oroptions thereon held for investment purposes; (3) physical commodities held for investment purposes; (4)swaps and other similar financial contracts entered into for investment purposes; (5) real estate held forinvestment purposes; and (6) cash and cash equivalents held for investment purposes.

“Net worth” must be calculated as set forth in Rule 501(a) under the Securities Act. In general, “net worth”means the excess of total assets at fair market value over total liabilities. For the purposes of determining “networth,” the primary residence owned by an individual shall be excluded as an asset. Any liabilities secured bythe primary residence should be included in total liabilities only if and to the extent that: (1) such liabilitiesexceed the fair market value of the residence; or (2) such liabilities were incurred within 60 days before thesale of the Shares (other than as a result of the acquisition of the primary residence).

August __, 2014 Fresno County Employees’ Retirement Association 1111 H Street Fresno, CA 93721

Re: Investment in Eaton Vance Institutional Senior Loan Fund (the “Fund”), a separate investment fund of Eaton Vance Institutional Funds, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”)

Gentlemen and Mesdames:

This letter agreement (this “Letter Agreement”) is being entered into as of August __, 2014 by Fresno County Employees’ Retirement Association (the “Investor”), and Eaton Vance Management (the “Investment Manager” and collectively with the Investor and the Company, the “Parties”) in connection with the purchase by the Investor of shares of the Company for consideration in the amount of $200,000,000 (the “Shares”). Reference is made to the Private Placement Memorandum of the Fund dated July 22, 2013 (as supplemented from time to time, the “PPM”), and to the Subscription Agreement between the Fund and the Investor (the “Subscription Agreement”).

In consideration of the above and of the undertakings set forth in this Letter Agreement, and notwithstanding anything to the contrary in the offering materials, the Parties agree as follows:

Other Funds of the Company; New Classes or Series:

The Company and the Investment Manager represent and warrant that the reference in the PPM to “Eaton Vance Institutional High Yield Bond Fund” refers to a fund of the Company that never commenced operations.

The Investment Manager furthermore agrees to provide the Investor 120 days prior notice before a new class or series of shares of the Company or the Fund is created.

Plan Assets under ERISA:

The Investment Manager will provide the Investor with notice as soon as reasonably practicable in the event of the percentage of the Fund’s net assets constituting Plan Assets (as defined in the PPM) exceeds 20%.

Clarification of Capacity of Investor’s Representations and Warranties in Subscription Agreement:

For avoidance of doubt, the Company and the Investment Manager acknowledge and agree that the representations and warranties made by the Investor in Section V of the Subscription Agreement shall not be construed to be made on the individual or personal behalf of the Investor’s retirees, beneficiaries, plan members, directors, officers or employees.

Discounted Subscription Offers:

The PPM provides in relevant part, “The Director may offer all, but not less than all, existing Shareholders the right to subscribe for Shares at a price below net asset value.” The Manager agrees that, in the event such a subscription offer is made by the Director(s) in the future, the Manager shall in good faith consider a request from the Investor to redeem all of its Shares in the Fund.

Each of the Parties hereto represents and warrants that this Letter Agreement is a valid and legally binding obligation, enforceable against such party in accordance with its terms, except as the enforceability hereof may be limited by bankruptcy, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

The execution and delivery of this Letter Agreement will not result in a material violation of, constitute a default under, or conflict with, any mortgage, indenture, contract, agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to the Company or the Investment Manager.

This Letter Agreement is governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles.

This Letter Agreement is expressly excluded from the representation made by the Investor in the second sentence of Section V(G) of the Subscription Agreement. Except as expressly provided herein, this Letter Agreement will not affect any of the Investor’s rights or obligations as a shareholder of the Fund. Any amendment or waiver of, or variation to, the terms of this Letter Agreement will be effective only when made in writing and signed by all parties hereto.

This Letter Agreement may be executed in counterparts, each of which shall constitute an original but which together shall constitute one instrument.

Please acknowledge your acceptance of these terms by signing where indicated below and returning one copy of this letter to the undersigned individual.

Very truly yours,

EATON VANCE MANAGEMENT, as Manager By: Name: Frederick S. Marius Title: Chief Legal Officer, Secretary and Vice President EATON VANCE INSTITUTIONAL FUNDS By Eaton Vance Management, Director By: Name: Frederick S. Marius Title: Chief Legal Officer, Secretary and Vice President ACKNOWLEDGED AND AGREED: FRESNO COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION By: _ Name: Rod Coburn, III Title: Chair of Board By: _ Name: Robert Dowell Title: Vice Chair of Board

THIRD AMENDMENT

TO

INVESTMENT MANAGEMENT AGREEMENT This Amendment (the “Third Amendment”) hereby further amends the Investment Management Agreement (the “Agreement”) dated as of July 2, 2001 by and between the Fresno County Employees Retirement Association (“Client”) and Loomis, Sayles & Company, L.P. (the “Manager”) as previously amended by First Amendment dated December 3, 2003 and by Second Amendment dated April 16, 2009 by the Client and the Manager (altogether the “Agreement”). All capitalized terms used herein not otherwise defined are defined as provided in the Agreement or in the Policy (as defined below).

RECITALS

1. The Client and the Manager have entered into the Agreement with respect to certain assets (the “Original Account”) to be managed in accordance with the Agreement and the investment guidelines provided from time to time for the Original Account;

2. The parties wish to amend the Agreement to revise the investment objectives and guidelines for the

Original Account and to revise the fees for the Manager’s services provided under the Agreement; and 3. The Client’s Policy Regarding Placement Agent Disclosure Information effective January 1, 2011 (the

“Policy”) requires both (a) that, under certain circumstances, external managers provide a Placement Agent Information Disclosure Statement form (the “Disclosure”) (as such term is defined in the Policy) to the Client’s Staff and (b) for new contracts and amendments to contracts existing as of the date of the adoption of the Policy, an agreement of the external manager to provide the Client with certain remedies in the event that there was or is a material omission or inaccuracy in the Disclosure or any other violation of the Policy;

AGREEMENTS

NOW THEREFORE, the parties agree as follows:

1. The Original Account Investment Objectives and Guidelines attached to the Agreement as Exhibit A are hereby amended by deleting Exhibit A to the Agreement in its entirety and replacing it with the new Exhibit A attached hereto.

2. The parties hereby amend the Agreement to reflect the new fee schedule agreed upon between the parties and applicable to the Original Account by replacing the original Exhibit B attached to the Agreement with the new Exhibit B attached hereto.

3. The Manager (which term, for purposes of this provision, shall include the directors, partners, members, officers and agents of the Manager) acknowledges that the Client has provided it with a copy of the Policy, which requires the completion of a Disclosure. The Manager agrees that it will be bound by and will comply with the terms of the Policy and any amendments to the Policy after notice of any such amendment is given to the Manager. In addition, the Manager agrees that it will cooperate with the Client’s Staff in meeting their obligations under the Policy.

4. The Manager represents and warrants that it has provided the Client with a Disclosure prior to the date hereof and that all information contained in the Disclosure is true, correct, and complete as of the date hereof. If the Manager determines at any subsequent time that the Disclosure has become untrue, incomplete, contains a material omission, or is misleading in any material respect, the Manager will

notify the Client and will provide the Client with a new Disclosure within 14 business days of the date that the Manager became aware, or should have become aware, of such change to or omission in the information.

5. If (a) the Manager fails to cure an inaccuracy or omission in the Disclosure as required and within the time frame specified in paragraph 4 above, (b) the Client determines that the Disclosure contains a material omission or inaccuracy, or (c) if the Manager violates the Policy in any other way, the Client will be entitled to the following remedies:

(i) Reimbursement of the greater of (x) any management or advisory fees paid to the Manager by the Client for the prior two years or (y) an amount equal to the amounts paid or promised to be paid to the Placement Agent (as such term is defined in the Policy) as a result of the Client’s investment; and

(ii) At the Client’s option the Client shall have the authority to terminate immediately the Agreement

and any other agreement with the Manager without penalty, to withdraw without penalty from any related investment vehicle, or to cease making further capital contributions (and paying any fees or expenses on these recalled commitments) to any such related investment vehicle, in each case without default, penalty or liability to such investment vehicle, to the Manager, or to any other party.

6. The Manager represents and warrants that it has notified each Placement Agent that, pursuant to the

Policy, such Placement Agent has the responsibility and obligation to disclose to the Client all campaign contributions, gifts (as defined in California Government Code Section 82028), or other items of value made or given by such Placement Agent to any member of the Client’s Board or person(s) who has the authority to appoint a person to the Client’s Board, Staff, or Consultants, during the prior 24-month period. Additionally, any subsequent campaign contribution, gift (as defined in California Government Code Section 82028), or other item of value made or given by a Placement Agent to any member of the Client’s Board or person(s) who has the authority to appoint a person to the Client’s Board, Staff, or Consultants during the time such Placement Agent is receiving compensation in connection with Client’s investment, shall also be disclosed to the Client.

7. In all other respects the Agreement is unchanged and continues in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of this ___ day of August, 2014. Fresno County Employees’ Retirement Association By: Name: Title: Loomis, Sayles & Company, L. P. By: Loomis, Sayles & Company, Inc., its General Partner By: Name: Title:

LOOMIS SAYLES & COMPANY

Separate Account High Yield Full Discretion Fixed Income Assignment I. Investment Assignment

Loomis Sayles & Company will be given full discretion within the scope of the Fresno County Employees’ Retirement Association’s Investment Policy Statement and this addendum. Loomis Sayles & Company will be responsible for reviewing these guidelines with the Board of Trustees at least annually to assure they remain prudent. Loomis Sayles & Company shall discharge its management in a prudent manner, always keeping the best interest of the participants clearly in mind.

II. Investment Objectives The investment objectives for Loomis Sayles & Company will be for the asset value exclusive of contributions or withdrawals, to grow over the long run and earn, through a combination of investment income and capital appreciation, a rate of return (time-weighted total return) in excess of the benchmarks established for the long term (5 years).

Long Term Performance Objectives: The Total Portfolio is to exceed the Barclays US Corporate High Yield Index, as well as the median return in a representative fixed income performance universe.

III. Investment Guidelines

It is the intention of the Board of Trustees to allow the investment manager full investment discretion within the scope of these mutually agreed upon investment guidelines. The investment manager must adhere to the following investment guidelines unless explicitly authorized in writing by the Board of Trustees to do otherwise. Permissible Investments: Public or private debt obligations issued or guaranteed by U.S. or foreign issuers, including but not limited to corporations, governments (including their agencies, instrumentalities and sponsored entities), supranational entities, partnerships and trusts, and such obligations may be issued at fixed, variable, adjustable or zero coupon rates or convertible into equity instruments; preferred, hybrid, mortgage or asset-backed instruments issued by any of the above-named entities; common stocks; and foreign currency exchange contracts including non-deliverable forward foreign exchange contracts and cross hedges. Eligible commingled investment vehicles include interests in privately and publicly offered commingled investment vehicles, including those advised by Loomis Sayles or its affiliates. Investments in commingled investment vehicles shall not be subject to any guidelines or restriction included herein, with the exception of the credit quality, country, duration and currency restrictions. In applying these restrictions, the credit quality, country, duration and currency of the applicable commingled funds will be used and not the credit qualities, country, durations and currencies of the underlying instruments in the commingled funds. Eligible cash equivalents include commercial paper, short-term investment fund designated by Client, and eligible fixed income instruments with a maturity of less than one year. At the time of purchase, the account may invest up to 5% of the market value of the portfolio in common stock, up to 15% in convertible instruments, up to 5% in non-US Dollar denominated corporate instruments, and up to 15% in securitized instruments (including individual securities as well as any investment in a commingled vehicle such as the Loomis Sayles Full Discretion Institutional Securitized Fund).

Page 2 of 3 Fresno County Employees’ Retirement Association Loomis Sayles & Company Addendum

Up to 45% of the portfolio may be invested in off-benchmark sectors (defined broadly as any sector or instrument type that is not included in the benchmark). Derivatives: The investment manager shall not use derivatives to increase portfolio risk above the level that could be achieved in the portfolio using only traditional investment securities. Moreover, the portfolio manager will not use derivatives to acquire exposure to changes in the value of assets or indexes that by themselves would not be purchased for the portfolio. Under no circumstances will the portfolio manager undertake an investment that is non-covered or leveraged to the extent that it would cause portfolio duration to exceed limits specified herein. The portfolio manager will report on the use of derivatives on a quarterly basis to the Board of Trustees. Credit derivative products can be used in the portfolio as substitutes for cash investments to manage default risk and credit exposure. These products include single-name Credit Default Swaps (CDS) and Credit Default Swap index products. Single name CDS will be assigned the characteristics of the reference entity and will factor into any compliance test that would evaluate the underlying reference instrument, such as credit quality, country, currency, issue and industry limits set forth above. CDS Index products will not be subject to the limitations stated herein. Eligible derivatives instruments also include contracts to buy or sell futures on instruments, indices, interest rates and currencies (“Futures”); structured notes, including currency-, credit- and index-linked notes; forward contracts for instruments, indices, interest rates and currencies; swap contracts for instruments, indices, interest rates and currencies (“Swaps”); put and call options on instruments, indices, interest rates, Futures, Swaps and currencies. To manage the duration and yield curve exposure of the portfolio, Loomis Sayles may use Futures to create exposures to securities, currencies, indices or any other financial instruments that are permitted under the investment guidelines and restriction of the portfolio, and subject to any limits and constraints on such permissible investments. Loomis Sayles will not use futures contracts for borrowing purposes and will not limit the extent to which it uses Futures for risk management purposes. Diversification: The fixed income securities should be well diversified to avoid undue exposure to any single economic sector, industry, or individual security. No instrument, except instruments issued or guaranteed by the U.S. Government, its agencies, or instrumentalities or government sponsored entities, or any permissible commingled fund, will comprise more than 5% of the market value of the portfolio, as determined at the time of purchase. Furthermore, no industry, as defined by Barclays, except instruments issued or guaranteed by the U.S. Government, its agencies or instrumentalities or government sponsored entities will comprise more than 25% of the market value of the portfolio, as determined at the time of purchase. Prohibited Investments: Investment in non-US sovereign issuers and senior loans is prohibited. Quality and Marketability: There is no minimum credit quality requirement for any instrument. If the ratings assigned to an instrument by Standard & Poor’s, Moody’s, and/or Fitch are not the same, the highest rating of these rating agencies will be used. If an instrument is not rated by Standard & Poor’s, Moody’s, and/or Fitch, the equivalent rating determined by the Loomis Sayles Research Department will be used. Loomis Sayles may continue to hold instruments that are downgraded in quality subsequent to their purchase if, in the opinion of Loomis Sayles, it would be advantageous to do so. Conversion: Notwithstanding the foregoing, the portfolio may receive instruments prohibited or not contemplated herein through the conversion, exchange, reorganization, corporate action or

Page 2 of 3 Fresno County Employees’ Retirement Association Loomis Sayles & Company Addendum

bankruptcy of an otherwise permissible investment. Loomis Sayles may hold or dispose of these investments at its discretion. Duration: The effective duration of the fixed income portfolio shall not exceed the duration of the Barclays US Corporate High Yield Index by more than 5 years. Market Movement: If any of the parameters described above are breached (except those that are to be determined at the time of purchase), as a result of market movements, capital additions or withdrawals or other events not within the control of Loomis Sayles, Loomis Sayles shall have a reasonable period of time, not to exceed three months, to bring the portfolio into compliance with the applicable investment guidelines.

IV. Statement of Acknowledgment

As an authorized representative of Loomis Sayles & Company, provider of investment management services to the Fresno County Employees’ Retirement Association, I hereby acknowledge receipt on behalf of Loomis Sayles & Company and agree on behalf of Loomis Sayles & Company to conduct the investment management services in accordance with the terms of this addendum as well as the Investment Policy Statement as set by the Board of Trustees.

Date:___________________ ___________________________ Signature

P E R F O R M A N C E B A S E D F E E A G R E E M E N T LOOMIS SAYLES

High Yield Full Discretion

The components of the Investment Management Fee are defined below:

1. Base Fee (annual): 0.25%

The base fee is paid each quarter in arrears based on the Average

Market Value of the portfolio during the quarter, multiplied by the

base fee percentage divided by 4, and prorated for periods of less

than a full calendar quarter.

2. Benchmark Return: Barclays Capital US Corporate High Yield Index (Total Return), as

reported by the Investment Manager, to two decimal places (e.g.

x.xx%).

3. Required Excess Return: 150 basis points (1.50%) per year above the benchmark return, net

of Base Fee.

4. Normal Fee: 0.50% on all assets

5. Portfolio Return: Time weighted total return before investment management fees, as

calculated by the Investment Manager, to two decimal places (e.g.

x.xx%)

6. Performance Fee: [(Normal Fee - Base Fee) / Required Excess Return] x (Portfolio

Return – Benchmark Return – Base Fee)

With the exception of the first four (4) quarters after the

performance fee inception date, the Performance Fee is calculated

and billed quarterly in arrears by calculating the applicable Average

Market Value and applying 25% of the Performance Fee.

7. Average Market Value: For the Base Fee calculation, an average of the ending market

values of each quarter. For the Performance Fee calculation, an

average of the quarter-end market values comprising the period

over which the Performance Fee is calculated. The Investment

Performance Based Fee Agreement

Page 2 of 3

Manager will provide the market values (which will include cash

and accrued income).

8. Total Fee: [Performance Fee x Average Market Value] + Base Fee

This fee is paid quarterly in arrears.

9. Minimum Fee: The minimum fee is the Base Fee.

10. Maximum Fee: [(2 x Normal Fee) - Base Fee]

This is the maximum Total Fee the Manager can be paid in any one

year (defining the year to be consistent with the performance fee

inception date).

11. Phase-in Provision: The Performance Fee and Maximum Fee are subject to the

following phase in provisions.

At the end of each of the first three (3) quarters after the inception

date, the Investment Manager will receive a fee equal to the Base

Fee. At the end of the fourth (4th) quarter after the inception date,

performance for the four (4) quarters will be used to compute the

Performance Fee due for the entire four (4) quarter period. The

Performance Fee and Maximum Fee will be computed using the

Average Market Value for the four (4) quarters. For the fifth (5th)

through twentieth (20th) quarters the Performance Fee calculation

shall be based upon cumulative annualized returns from the

inception date. Thereafter, the calculation will be made on an

annualized rolling twenty (20) quarter basis.

12. Calculation: The Total Fee shall be calculated by the Investment Manager and

submitted to Client for verification. Discrepancies in the elements

of calculation will be reconciled between the Investment Manager

and Client, as required.

Performance Based Fee Agreement

Page 3 of 3

13. Performance Fee Inception Date: Inception date for purposes of calculating the performance fee

shall be October 1, 2014 (performance fee inception date).

14. Termination: In the event of a termination of the investment management

agreement, the fee for any period less than a normal quarterly

billing cycle shall be the Normal Fee, prorated from the most

recent calculation of the Total Fee to the date of termination. If the

investment management agreement is terminated within the first

four quarters of the agreement, the Normal Fee shall apply for the

entire period, prorated to the date of termination.

AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

This AMENDMENT (“Amendment”) to the INVESTMENT MANAGEMENT AGREEMENT

(“Agreement”) dated April 6, 2005 as amended, by and between the Fresno County Employees’ Retirement Association (“the Plan”) and Western Asset Management Company (“Manager”), is made effective this __ day of August, 2014.

RECITALS

WHEREAS, the Agreement provides that the parties may supplement or amend any provision of the Agreement; WHEREAS, the Manager manages certain investments on behalf of the Plan under the Agreement, as amended, with respect to the following account:

Fresno County Employees’ Retirement Association (WA#1621) (“Account”);

WHEREAS, the Plan wishes to change the mandate of the account from a Core Full mandate to Investment Grade Credit and amend and revise the Agreement to address such change, and certain other matters, as provided herein; and

WHEREAS, the Plan’s Policy Regarding Placement Agent Disclosure Information effective January 1,

2011 (the “Policy”) requires both (a) that, under certain circumstances, external managers provide a Placement Agent Information Disclosure Statement form (the “Disclosure”) (as such term is defined in the Policy) to the Plan’s Staff and (b) for new contracts and amendments to contracts existing as of the date of the adoption of the Policy, an agreement of the external manager to provide the Plan with certain remedies in the event that there was or is a material omission or inaccuracy in the Disclosure or any other violation of the Policy;

AGREEMENT

NOW THEREFORE, in consideration of the promises and mutual agreements set forth herein, the

parties hereby agree to amend the Agreement, as follows:

1. The Western Asset Management Company Separate Account Core Plus Fixed Income Assignment Investment Guidelines attached to the Agreement as Exhibit 3 are hereby deleted and replaced with the new Western Asset Management Company Separate Account Investment Grade Credit Assignment Investment Guidelines attached hereto as a new Exhibit 3 to the Agreement.

2. The Manager will require a transition period of no more than one month from the effective date of this Amendment, during which the Manager intends to liquidate certain portfolio securities to raise cash for other investments (the “Transition Period”). During the Transition Period, the Account may be, from time to time out of compliance with the New Guidelines, the Plan consents to such noncompliance during the Transition Period, and the Manager covenants to manage the Account in accordance with the New Guidelines from the end of the Transition Period.

3. The Performance Based Fee Agreement attached to the Agreement as Exhibit 1 shall be deleted in its entirety and replaced with the new Performance Based Fee Agreement attached hereto as a new Exhibit 1 to the Agreement.

IN ADDITION, the parties hereby agree as follows:

4. The Manager (which term, for purposes of this provision, shall include the Manager’s affiliates and the directors, partners, members, officers and agents of the Manager and such affiliates) acknowledges that the Plan has provided it with a copy of the Policy, which requires the completion of a Disclosure. The Manager agrees that it will be bound by and will comply with the terms of the Policy and any amendments to the Policy after notice of any such amendment is given to the Manager. In addition, the Manager agrees that it will cooperate with the Plan’s Staff in meeting their obligations under the Policy.

5. The Manager represents and warrants that it has provided the Plan with a Disclosure prior to the date

hereof and that all information contained in the Disclosure is true, correct, and complete as of the date hereof. If the Manager determines at any subsequent time that the Disclosure has become untrue, incomplete, contains a material omission, or is misleading in any material respect, the Manager will notify the Plan and will provide the Plan with a new Disclosure within 14 business days of the date that the Manager became aware, or should have become aware, of such change to or omission in the information.

6. If (a) the Manager fails to cure an inaccuracy or omission in the Disclosure as required and within the time frame specified in paragraph 5 above, (b) the Plan determines that the Disclosure contains a material omission or inaccuracy, or (c) if the Manager violates the Policy in any other way, the Plan will be entitled to the following remedies:

(i) Reimbursement of the greater of (x) any management or advisory fees paid to the Manager by the Plan for the prior two years or (y) an amount equal to the amounts paid or promised to be paid to the Placement Agent (as such term is defined in the Policy) as a result of the Plan’s investment; and

(ii) At the Plan’s option the Plan shall have the authority to terminate immediately the Agreement

and any other agreement with the Manager without penalty, to withdraw without penalty from any related investment vehicle, or to cease making further capital contributions (and paying any fees or expenses on these recalled commitments) to any such related investment vehicle, in each case without default, penalty or liability to such investment vehicle, to the Manager, or to any other party.

7. The Manager represents and warrants that it has notified each Placement Agent that, pursuant to the

Policy, such Placement Agent has the responsibility and obligation to disclose to the Plan all campaign contributions, gifts (as defined in California Government Code Section 82028), or other items of value made or given by such Placement Agent to any member of the Plan’s Board or person(s) who has the authority to appoint a person to the Plan’s Board, Staff, or Consultants, during the prior 24-month period. Additionally, any subsequent campaign contribution, gift (as defined in California Government Code Section 82028), or other item of value made or given by a Placement Agent to any member of the Plan’s Board or person(s) who has the authority to appoint a person to the Plan’s Board, Staff, or Consultants during the time such Placement Agent is receiving compensation in connection with Plan’s investment, shall also be disclosed to the Plan.

All other terms and provisions of the Agreement shall remain in full force and effect, except as modified

hereby. WESTERN ASSET MANAGEMENT COMPANY

By:___________________________________ Title: Date:

FRESNO COUNTY EMPLOYEES’ RETIREMENT ASSOCIATION By:__________________________________________ Title:

Date:

WESTERN ASSET MANAGEMENT COMPANY

Separate Account Investment Grade Credit Assignment I. INVESTMENT ASSIGNMENT

Western Asset Management Company will be given full discretion within the scope of the Fresno County Employees’ Retirement Association’s Investment Policy Statement and this addendum. Western Asset Management Company will be responsible for reviewing these guidelines with the Board of Trustees at least annually to assure they remain prudent. Western Asset Management Company shall discharge its management in a prudent manner, always keeping the best interest of the participants clearly in mind.

II. INVESTMENT OBJECTIVES The investment objectives for Western Asset Management Company will be for the asset value exclusive of contributions or withdrawals, to grow over the long run and earn, through a combination of investment income and capital appreciation, a rate of return (time-weighted total return) in excess of the benchmarks established for the long term (5 years).

Long Term Performance Objectives: The Total Portfolio is to exceed the Barclays Capital Credit Index as well as the median return in a representative fixed income performance universe.

III. INVESTMENT GUIDELINES

It is the intention of the Board of Trustees to allow the investment manager full investment discretion within the scope of these mutually agreed upon investment guidelines. The investment manager must adhere to the following investment guidelines unless explicitly authorized in writing by the Board of Trustees to do otherwise. Fixed Income Securities: Any of the following fixed income securities, denominated in USD or non-USD, and their futures or options derivatives, individually or in commingled vehicles, subject to credit, diversification and marketability guidelines below, may be held outright and under resale agreement (REPO):

Obligations issued or guaranteed by the U.S. Federal Government, U.S. Federal agencies or U.S. government-sponsored corporations and agencies (for the avoidance of doubt, U.S. agency structured product is prohibited);

Obligations of U.S. and non-U.S. corporations such as convertible and non-

convertible notes and debentures, loan participations, preferred stocks, commercial paper, certificates of deposit and bankers acceptances issued by industrial, utility, finance, commercial banking or bank holding company organizations;

Securities defined under Rule 144A and Commercial Paper defined under Section 4(2)

of the Securities Act of 1933;

Common stock, warrants or rights issued in exchange of, or as part of, a bond or bond unit;

Obligations, denominated in U.S. dollars or foreign currencies, including, but not

limited to: the securities of emerging market corporate issuers, international agencies, supranational entities, foreign governments (or their subdivisions or agencies), foreign currency exchange-related securities, warrants and forward contracts;

Taxable and tax exempt obligations issued or guaranteed by U.S. local, city and state

governments, instrumentalities and agencies:

Non-U.S. dollar securities may be held on a currency hedged basis. To this end, the portfolio may invest in currency exchange transactions on a spot or forward basis;

Derivatives: Futures, swaps, forwards, options on swaps, and options on forwards are permitted. The investment manager shall not use derivatives to increase portfolio risk above the level that could be achieved in the portfolio using only traditional investment securities. Moreover, the portfolio manager will not use derivatives to gain exposure that would not otherwise be permitted in the portfolio. Under no circumstances will the portfolio be leveraged. Moreover, the portfolio duration will not exceed +/- 10% of benchmark duration. The portfolio manager will report on the use of derivatives on a quarterly basis to the Board of Trustees. No more than 5% of the portfolio will be invested in original futures margin and option premiums, exclusive of any in-the-money portion of the premiums. Short (sold) options positions will generally be hedged with cash, cash equivalents, current portfolio security holdings, or other options or futures positions. Diversification: The fixed income securities should be well diversified to avoid undue exposure to any single economic sector, industry, or individual security. To this end, the following limits will apply. Except for obligations issued or guaranteed by the U.S. government, U.S. agencies or U.S. government-sponsored corporations and agencies and investments in commingled vehicles, no more than 5% of the fixed income portfolio based on market value shall be invested in securities of any one issuing entity at the time of purchase. Up to 20% of the portfolio may be invested in non-USD denominated securities, fully hedged back to the US Dollar. Up to 25% of the portfolio may be invested in global sovereign bonds (excluding United States Treasury and Agency bonds). Prohibited Investments: Investments in emerging market sovereign debt (USD denominated and foreign currency denominated) and bank loans are prohibited. Quality and Marketability: In all categories emphasis will be on investment grade securities. Holdings are subject to the following limitations: Quality and security should be emphasized over maximum return in all short-term cash investments. Investment managers will have discretion as to the types of securities used except that all commercial paper obligations purchased must have minimum respective ratings of P-2 by Moody’s or A-2 by Standard & Poor’s. A minimum of 95% of the portfolio will be invested in investment grade securities at time of purchase and up to 5% of the portfolio can be invested in below investment grade securities (including downgrades). Security ratings will be determined as follows. If a security is rated by Moody’s, S&P, and Fitch, then the middle rating of the three agencies will apply. In the

event that the security is rated by two of the agencies, and the third is non-rated, then the lower rating of the two agencies will apply. If only one agency assigns a rating, then that rating will apply. Securities not covered by the standards noted above will normally be, in the judgment of Western Asset Management, at least equal in credit quality to the criteria implied in those standards. In the event downgraded securities cause a breach of the Investment Guidelines, Western Asset Management may continue to hold the positions but will not make any further purchases to increase the position while the breach remains. For securities with legal final maturities of 270 days or less, Western Asset Management may use the underlying credit’s short term ratings as proxy for establishing the minimum credit requirement. Futures and options contracts will be limited to liquid instruments actively traded on major exchanges or, if over-the-counter for options, executed with major dealers. Volatility: It is expected that the volatility of the portfolio will be reasonably close to the volatility of the Barclays Capital Credit Index over a market cycle. The duration of the fixed income portfolio shall not exceed the duration of the Barclays Capital Credit Index by more than 10% . Market Movement: If any of the parameters described above are not to be determined at the time of purchase and are not met as a result of market movements, capital additions or withdrawals, or other events not within the control of the investment manager, the investment manager shall have a reasonable period of time, not to exceed 30 days, to bring the portfolio into compliance with the foregoing investment guidelines.

IV. STATEMENT OF ACKNOWLEDGMENT

As an authorized representative of Western Asset Management Company, provider of investment management services to the Fresno County Employees’ Retirement Association, I hereby acknowledge receipt on behalf of Western Asset Management Company and agree on behalf of Western Asset Management Company to conduct the investment management services in accordance with the terms of this addendum as well as the Investment Policy Statement as set by the Board of Trustees.

Date: ___________________ _________________________________________

Western Asset Management Company

Date: ___________________ _________________________________________

Fresno County Employees’ Retirement Association

EXHIBIT 2

P E R F O R M A N C E B A S E D F E E A G R E E M E N T WESTERN ASSET MANAGEMENT COMPANY

Investment Grade Credit

The components of the Investment Management Fee are defined below:

1. Base Fee (annual): 0.10%

The base fee is paid each quarter in arrears based on the Average

Market Value of the portfolio during the quarter, multiplied by the

base fee percentage divided by 4, and prorated for periods of less

than a full calendar quarter.

2. Benchmark Return: Barclays Capital US Credit Index (Total Return), as reported by the

Investment Manager, to two decimal places (e.g. x.xx%).

3. Required Excess Return: 40 basis points (0.40%) per year above the benchmark return, net of

Base Fee.

4. Normal Fee: 0.30% on the first $100 million

0.15% thereafter

5. Portfolio Return: Time weighted total return before investment management fees, as

calculated by the Investment Manager, to two decimal places (e.g.

x.xx%)

6. Performance Fee: [(Normal Fee - Base Fee) / Required Excess Return] x (Portfolio

Return – Benchmark Return – Base Fee)

With the exception of the first four (4) quarters after the

performance fee inception date, the Performance Fee is calculated

and billed quarterly in arrears by calculating the applicable Average

Market Value and applying 25% of the Performance Fee.

7. Average Market Value: For the Base Fee calculation, an average of the beginning and the

ending market values of each quarter. For the Performance Fee

calculation, an average of the quarter-end market values comprising

Performance Based Fee Agreement

Page 2 of 3

the period over which the Performance Fee is calculated. The

Investment Manager will provide the market values.

8. Total Fee: [Performance Fee x Average Market Value] + Base Fee

This fee is paid quarterly in arrears.

9. Minimum Fee: The minimum fee is the Base Fee.

10. Maximum Fee: [(2 x Normal Fee) - Base Fee]

This is the maximum Total Fee the Manager can be paid in any one

year (defining the year to be consistent with the performance fee

inception date).

11. Phase-in Provision: The Performance Fee and Maximum Fee are subject to the following

phase in provisions.

At the end of each of the first three (3) quarters after the inception

date, the Investment Manager will receive a fee equal to the Base

Fee. At the end of the fourth (4th) quarter after the inception date,

performance for the four (4) quarters will be used to compute the

Performance Fee due for the entire four (4) quarter period. The

Performance Fee and Maximum Fee will be computed using the

Average Market Value for the four (4) quarters. For the fifth (5th)

through twentieth (20th) quarters the Performance Fee calculation

shall be based upon cumulative annualized returns from the

inception date. Thereafter, the calculation will be made on an

annualized rolling twenty (20) quarter basis.

12. Calculation: The Total Fee shall be calculated by the Investment Manager and

submitted to Client for verification. Discrepancies in the elements

of calculation will be reconciled between the Investment Manager

and Client, as required.

Performance Based Fee Agreement

Page 3 of 3

13. Performance Fee Inception Date: Inception date for purposes of calculating the performance fee shall

be October 1, 2014 (performance fee inception date).

14. Termination: In the event of a termination of the investment management

agreement, the fee for any period less than a normal quarterly billing

cycle shall be the Normal Fee, prorated from the most recent

calculation of the Total Fee to the date of termination. If the

investment management agreement is terminated within the first

four quarters of the agreement, the Normal Fee shall apply for the

entire period, prorated to the date of termination.