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INVESTMENT MANAGEMENT SERVICES W~NTWORTH, HAUS[R AND VIOUC" IHV[STM[NT COUNS[l March 27, 2008 San Francisco Seattle City of Clearwater Employees' Pension Plan Attn: Steve Moskun PO Box 4748 Clearwater, FL 33758 Re: International Equity Portfolio Dear Mr. Moskun: This letter will set forth the agreement between the City of Clearwater Employees' Pension Plan ("you" or "your") and Wentworth, Hauser and Violich (WHV,. "we," "us" or "our") regarding investment management services for your International Equity Portfolio (the "Assets" or the "Account"). Advisor's ReDresentation WHV agrees and warrants that it will continue at all times during the term of this Agreement to be a fiduciary and that it is a registered investment adviser under the Investment Advisers Act of 1940 (hereinafter called the "Advisers Act") and is in lawful compliance with the provisions of the Advisers Act, as applicable and covenants and agrees that it shall promptly notify you In writing of the revocation, restriction or suspension of such registration or of WHV'S failure to maintain such registration or comply with any applicable provision of the Advisers Act. WHV agrees and warrants that it is an "investment manager" as such term is defined in the Employee Retirement Income Security Act of 1974 ("ERISA") with respect to the Assets and, by reason thereof, a fiduciary as such term Is defined in ERISA with respect thereto, notwithstanding the fact that the terms and provisions of ERISA may not be applicable to this Agreement. WHV acknowledges that it is fully familiar with the laws of the State of Florida governing public employee retirement systems (Chapter 112, Part VII), and is fully familiar with the provisions of the Code of the City of Clearwater relating specifically to the management of this Pension Plan. WHV agrees to observe the laws of the State of Florida and the Code of the City of Clearwater and the investment policy and guidelines as set forth by Client. In the event that WHV should purchase any security in violation of the applicable Investment policy and guidelines, and as a result of any sale thereof realizes a loss as measured by the initial purchase price of the security, WHV shall make Client whole for any such losses. Custody and ReDortina You will appoint, or have appointed, a qualified custodian, ("Custodian"), to take and have possession of the Assets. WHV shall not be the custodian of the Assets. You will receive statements from the Custodian indicating all of the investments held in your Account and the market value thereof. Unless you specify otherwise, WHV will prepare an additional customized report on a quarterly basis. Discretionary Authoritv WHV will act as investment manager for the Account and in so acting will execute transactions without prior approval. Wentworth. Hauser and Violich will act in accordance with the objectives 301 Battery Street I SuIte 400 I San Francisco, CA 94111 Tel 415.981.6911 I Fax 415.288.6190 I www.whv.com Investment Management Agreement February 5, 2008 City of Clearwater Employees' Pension Plan Page 2 of 4 and guidelines mutually agreed upon. Wentworth, Hauser and Vlolich's discretionary authority includes exercise of its judgment on the appropriate time frame for execution of initial investment and/or initial rebalancing, taking market factors into account as well as the risk of not being fully invested. The Custodian of your Account is authorized and requested to act upon instructions of WHV (Including eligible and ineligible trade reports provided electronically through the Depository Trust Company's Institutional Delivery system) to receive or deliver against payment cash or securities that may be held in the Account. The Custodian of your Account is also authorized to act upon instructions of WHV respecting the exercise or sale of any rights to which the Account may be entitled and with respect to the exercise of conversion rights and exchange privileges. This authorization does not, however, confer upon WHV the right to acquire possession of, or to remove, any securities or property held in your Account. This authorization specifically prohibits short selling, the sale of securities not held in the Account. Your Custodian is further authorized to send WHV advices and notices of changes affecting portfolio holdings, duplicates of all monthly statements and to provide WHV with any information pertinent to the Account. Notice of Additions to Account You will provide timely notice to WHV in the event that you make any significant additions of funds or securities to the Account. Votina of Portfolio Securities WHV will vote proxies for securities held in the Account but will not be liable with regard to voting of proxies If proxy materials and related communications are not received in a timely manner. Filina Claims in Class Action Settlements WHV will not advise or take any action on behalf of the Account In 'any legal proceedings, except that WHV may, in its.discretion, and then only to the extent capable based on records kept in the ordinary course of its business, submit claims on the Account's behalf in class action settlements involving securities held in the Account while under WHV's management. You hereby grant to WHV a limited power of attorney to prepare and submit such claims. Disclosure Accompanying this agreement is a copy of WHYs Form ADV Part II. It provides you with information about WHV and our professional staff. Unless you receive this disclosure document at least 48 hours before entering into this agreement, you have the right to terminate the agreement without penalty within five business days after entering into it. With this agreement we are also providing a copy of our Client Privacy Statement. You hereby acknowledge receipt of both WHV's Form ADV Part II and Client Privacy Statement. Fees The annual investment management fee charged for WHV's International Equity management services will be as follows: Investment Management Agreement February 5, 2008 City of Clearwater Employees' Pension Plan Page 3 of4 First $10 million Next $15 million Next $25 million Next $50 million All over $1 00 million 1.00% 0.80% 0.75% 0.60% 0.50% The fee will be computed and charged quarterly in arrears, based upon the market value of the securities and cash under supervision on the last business day of the quarter. WHV will send an Invoice to you, or your designated agent, showing how our fee was calculated. You will submit payment for the invoice, in full, directly to WHV at the address listed above. Any alternate billing arrangements or addresses shall be requested in writing to WHV. The fee for the initial quarter wlll be calculated based on the value of the Account on the last business day of the quarter and prorated for the number of days in the quarter that WHV managed the Account as determined from the day that WHV receives notice of initial funding. Should the Account terminate during any quarter, the fee for the final quarter will be prorated based on the number of days in the quarter in which WHV managed the Account. Use of Exchanae Traded Funds WHV may from time to time use Exchange Traded Funds In managing equity and fixed income investments. Additional fees, charged by the Exchange Traded Fund sponsor, may be associated with the use of these Investment vehicles. Aoolicable Law All questions arising hereunder shall be determined according to the laws of the State of Florida (without regard to its conflict of laws provisions) and the provisions hereof shall be binding upon the successors and assigns of the parties. The parties hereby submit to the jurisdiction of the State Courts of Pinellas County, Florida and/or the Federal Courts in the Middle District of Florida with respect to any litigation relating to this agreement. Investioations and Como/aints To the extent permitted by applicable law, WHV shall promptly disclose to you in writing any extraordinary investigation, examination, complaint, disciplinary action or other proceeding reasonably related to or materially affecting WHV's ability to perform its duties under this Agreement or involving any investment professional employed by WHV who has performed any service with respect to Client's account in the twenty-four (24) preceding months, which is commenced by any of the following: (i) the Securities and Exchange Commission of the United States ("SEe"), (ii) the New York Stock Exchange, (iii) the American Stock Exchange, (iv) the National Association of Securities Dealers, (v) any Attorney General or any regulatory agency of any state of the United States, (vi) any U.S. Govemment department or agency, or (vii) any governmental agency regulating securities of any country in which WHV is doing business. Except as otherwise required by law, you shall maintain the confidentiality of all such information (including refraining from trading In any security based on such information) until the investigating entity makes the information public. Insurance WHV presently has in effect, and will maintain during the term of this Agreement, fiduciary liability insurance in an amount at least equal to the greater of $10,000,000 or the maximum currently provided by WHV to any other client, which provides coverage with respect to any loss resulting from a breach of its fiduciary duties and including coverage in the event of recourse Investment Management Agreement February 5, 2008 City of Clearwater Employees' Pension Plan Page 4 of 4 against it by, or on behalf of, its clients. WHY, at the time of execution of this agreement and annually thereafter and, in addition thereto, upon written request of Client, shall deliver to Client certificates of insurance evidencing the foregoing coverages. WHY shall notify ClIent in writing of any reduction, cancellation or substantial change of policy or policies as soon as possible, but no later than at least fifteen (15) days prior to the effective date of said action. Termination and Asslanment Either party may tenninate the services of WHY upon thirty-day written notice. WHY may make no assignment of this agreement without your consent. Please indicate your agreement by signing this letter and returning it to us in the enclosed envelope. A copy is enclosed for your records. Yours truly, WENTWORTH, HAUSER AND VIOLlCH, INC. BY V2w~ ~ Richard K. Hiray;f'ma SVP & Managing Director ~ Date Prl d title, If appropriate ~v( ~nk V. Hibbard 1t:t11fiorized Client Signature Printed name Date Chairman. Board of Trustees Emp. Pension Printed title, if appropriate Plan