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INSTITUTIONAL CONSULTING SERVICES AGREEMENTNSIGHT CAPTRUSINDEPMOCNCE INTECRTY 11 Qlient Name: City of Clearwater INSTITUTIONAL CONSULTING SERVICES AGREEMENT This Consulting Services Agreement ("Agreement") is made as of the date executed by you and CapTrust Advisors, LLC. The terms "Client", "the undersigned", "you", and "your", refer to the person(s) signing this Agreement. The terms "we", "us", "our" and "ours" refer to CapTrust Advisors, LLC. The undersigned retains us to provide certain consulting services in accordance with the terms and conditions set forth in this agreement. 1. Services We shall provide the following service(s) to you (please check appropriate services): Investment Policy Statement Review Asset Allocation Review Investment Manager Search Report(s) and Comparisons Past Performance Review Quarterly Performance Monitoring Reports Overlap Analysis Other (describe) 2. Compensation. As compensation for the services described above, you agree to pay us $6,000 per year, per manager, as a flat annual fee. Annual fees are billed quarterly, in advance, and are subject to a minimum of $72,000 per year. These fees do not cover any execution, custody, clearing, settlement services, or investment management fees of investment managers retained by you. We will invoice you directly via e-mail, at Steve.Moskun@myClearwater.com. 3. Client's Authority. (a) Trusts and Similar Fiduciary Accounts. If this Agreement is executed by a trustee or other fiduciary, such trustee or fiduciary represents and warrants that: (i) the execution, delivery and performance of this Agreement is authorized under the plan, trust and/or other applicable governing documents and/or under applicable law; (ii) such trustee or fiduciary is duly authorized and empowered to negotiate this Agreement, including fees, and to execute and deliver this Agreement on your behalf; and (iii) any and all provisions in any such plan, trust and/or other applicable governing document that (A) restrict, limit or otherwise prescribe the manner in which such services may be rendered or the manner in which providers of such services may be compensated; (B) relate to your investment objectives, policies or constraints or risk tolerance or the selection and retention of broker-dealers or investment advisers or managers (in the event the services provided by us under this Agreement involve such matters); or (C) relate to your authority and the authority of such trustee or fiduciary to enter into this Agreement) (collectively, "Trust Documentation") have been fully disclosed in writing to us by you. (b) Corporations. If you are a corporation, the person executing this Agreement represents and warrants that: (i) the execution, delivery, and performance of this Agreement are authorized under your governing documents and/or applicable law and (ii) such person's execution and delivery of this Agreement have been duly authorized by appropriate corporate action. (c) Partnerships. If you are a partnership, the person executing this Agreement represents and warrants that: (i) the execution, delivery and performance of this Agreement is authorized under your partnership agreement and/or applicable law and (ii) such person is a general partner of such partnership with full power and authority to execute and deliver this Agreement. 4. Certain Representations and Warranties by Client. In addition to the representations and warranties made elsewhere in this Agreement, you represent and warrant that: (a) All information and documentation provided by you will be true and complete in all material respects as of the date provided, and you will inform us promptly and in writing, of (i) any material change in such information and documentation and (ii) any material change in your financial or other affairs that reasonably may be expected to be relevant to us in connection with providing services under this Agreement. (b) You will inform us promptly and in writing, of (i) any material change in the Trust Documentation, in the event this Agreement is executed on behalf of Client by a trustee or other fiduciary; (ii) any event which might affect your continuing authority or the propriety of your continuing to be a party to this Agreement; and (iii) any discrepancies between your records and confirmations or statements (if any) sent to you under this Agreement. (c) You will promptly provide us or will give written instructions to other parties (e.g., custodians, investment managers) promptly to provide us, such information and documentation as we may from time to time reasonably request in order to perform our duties and/or calculate our compensation under this Agreement. Version March, 2009 1 of 7 CAPTRUSINSIGHT NDEPENDENCE INTEGRrrv 11 ICliont Name: it of C r (d) You will treat as confidential all information, recommendations and advice furnished to you under this Agreement. In this regard, to the extent that any portion of the reports, statements, or other information submitted to you under this Agreement contains material that is copyrighted, you shall observe the protection of such material as provided under applicable copyright laws. Notwithstanding the foregoing, we recognize your obligations under Florida Sunshine Laws, including but not limited to, Florida Statutes §112, §286.011 and Chapter 119 of the Florida Public Records Act. 5. Certain Acknowledgments by Client. In addition to the acknowledgments and agreements made elsewhere in this Agreement, you acknowledge and agree that: (a) We will provide the services described hereto on a "non-discretionary basis" (i.e., our role will be to make recommendations or provide information to you or your agents, and we will not have authority to implement these recommendations or cause you or your agents to act upon recommendations made or information provided to you or your agents). (b) You have received, read, and understand this Agreement, our ADV Part II, and our Privacy Notice (c) Notwithstanding any other provision of this Agreement, we shall not be obligated to provide any services under this Agreement with or for the Account if, in our reasonable judgment, this would (i) violate any applicable federal or state law or any applicable rule or regulation of any regulatory agency or self-regulatory organization, or (ii) be inconsistent with any internal policy maintained by us from time to time relating to business conduct with our clients. (d) Subject to the duty of "best execution" and in the absence of written instructions from you to the contrary, each investment manager retained by you will be free to select the broker-dealers to effect purchase and sale of transactions with/or for the Account. (e) Each investment manager retained by you will act solely as agent for you and not for us. (f) Except for services under this Agreement that do not constitute "investment advice" within the meaning of 29 CFR 2510.3- 21(c) (1), as interpreted by the Department of Labor, we acknowledge that we are a "fiduciary" as defined in Section 3(21) of ERISA, including the associated duties and obligations imposed on a fiduciary under ERISA, for the investment consulting and/or advisory services to be provided under this Agreement. We, however, expressly disclaim that we have any fiduciary duties or obligations with respect to the Plan other than for the investment consulting and/or advisory services to be performed by us under this Agreement. 6. Reports. (a) In connection with performing certain of the services described in this document, we and our representatives ((including the representative responsible for managing your relationship (the "Investment Consultant")), may obtain and utilize information and data from a wide variety of public and private sources (including, without limitation: (i) financial publications that monitor market indices, industry research materials and other materials prepared by parties other than us and (ii) information and data concerning investment management firms obtained from both the investment management firms and/or from third party vendors). We and our representatives will not utilize any such information or data if we have reason to believe it to be inaccurate. However, we will not independently verify, and cannot guarantee, such information and data, and make no representations or warranties with respect to any reports or statements prepared by us for you to the extent such reports or statements are based on such information or data or our analysis thereof. (b) In recognition of our continuing desire to improve the reports and statements we may prepare for you under this Agreement, we may from time to time modify the format of and/or the types of information contained in such reports and statements without your prior approval. 7. Assignment. This Agreement may not be assigned by either party without the prior consent of the other. For purposes of the foregoing, the term "assignment" shall have the meaning given to that term in Section 202(a) (1) of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). 8. Terms and Termination. (a) This Agreement shall be effective as provided in Section 13(b) and shall remain in effect until terminated by either party by giving written notice to the other, which notice shall be effective when received by the other party; provided, however, that Client may terminate this Agreement within five business days of its signing without penalty. (b) In the event this Agreement is terminated, you shall have no obligation to make additional payments that would otherwise be required to be made hereunder, but we may submit to you an accounting of the services theretofore provided to you hereunder (which may include an accounting of our preparations to provide services that would have been provided by us but for such termination) and you shall be liable to us for the amount set forth thereon (which amount may not exceed the total amount of our compensation as agreed to by you and us in this Agreement) (the "Termination Obligation"). In the event you have paid any payments prior to such termination: (i) if the amount of such payments exceeds the Termination Obligation, you shall be entitled to a refund of such excess, and we shall be entitled to retain the remainder in full satisfaction of the Termination Obligation and (ii) if the Termination Obligation exceeds the amount of such payments, we shall be entitled to retain such payments, and you shall promptly pay the amount of such excess in order to satisfy the Termination obligation. Version March, 2009 2 of 7 CAPTRUSIN= NDEPENDENCE INTEWW Y L?-@Mg: City of QearwateE (c) Except as provided in Section 8(b), no termination of this Agreement shall affect the liabilities or obligations of the parties arising from or in connection with services performed prior to such termination. Without limiting the generality of the foregoing, the provisions of Sections 8(b)-(d) and Sections 9 and 10 of this Agreement shall survive any termination of this Agreement. (d) Upon the termination of this Agreement, we will not be obligated to recommend any action to you. 9. Standard of Care. (a) We and our affiliates and our respective present and former directors, officers, employees and agents shall not be liable for: (i) any act done or omitted by any of us under this Agreement so long as such act or omission shall not have involved negligence, malfeasance or bad faith on our part, or reckless disregard of our obligations and duties under this Agreement or (ii) any misstatement or omission contained in information or documentation supplied to us by you or supplied to you or us by any investment manager retained by you. (b) The investment managers retained by you, if any, shall be solely responsible for any misstatements or omissions contained in information or documentation supplied to you or us by such investment managers. While we will not supply any such information or documentation to you if we have reason to believe it to be inaccurate, we will not independently verify, and cannot guarantee the accuracy or completeness of such information or documentation. (c) Notwithstanding the foregoing, you understand that the persons protected from liability as described above may owe certain duties to you under the Advisers Act, or other federal or state statutes, or rules or regulations thereunder, or the rules or regulations of self-regulatory organizations, the breach of which may confer upon you certain rights of action against those persons even if such breach did not involve a violation of the standards of care set forth above. Accordingly, those standards are not intended to constitute or be considered as a waiver or limitation of any such rights of action. 10. Applicable Law. This Agreement shall be administered, construed and enforced in accordance with the laws of the State of Florida without giving effect to the choice of law or conflict of laws provisions thereof; provided, however, that nothing herein shall be construed in any manner inconsistent with the Advisers Act (or any rule, regulation or order of the U.S. Securities and Exchange Commission promulgated thereunder), or the investment advisory laws of any state (or any rule, regulation or order thereunder) whose investment advisory laws apply to the relationship created under this Agreement. All services we provide for you in the Account shall be subject to the rules and regulation of all applicable federal, state, and self-regulatory agencies or organizations. Jurisdiction for any disputes arising out of the terms of this agreement shall be in Pinellas County, Florida. 11. Notices. All notices or other communications required to be given hereunder in writing by one party to the other shall be sent (a) if to us, to such address or to such facsimile number as we may designate from time to time to you and (b) if to you, to such address as you may designate from time to time in written notification to us. Any such notice or communication shall be deemed to have been given when received by the party to whom it was sent. 12. Authorization CapTrust prepares an annual Representative Client List for use in marketing activities. This list is prepared to provide prospective clients a sample of the types and variety of clients of CapTrust. CapTrust may also create specialized marketing material which can include institutional client names. Client gives CapTrust this authorization and acknowledges the use and context of the marketing materials described above. At any time, the authorization may be revoked by either party by submitting a written request to CapTrust Advisors, LLC or by checking the box below. ? Client does not permit name to be used by CapTrust Advisors, LLC for Representative Client List and other described above. 13. Miscellaneous. (a) We represent and warrant that we are registered as an investment adviser under the Advisers Act. (b) We reserve the right to refuse to accept or renew this Agreement in our sole discretion and for any reason. For purposes of referring to this Agreement, the effective date of this Agreement shall be the date this Agreement is executed by the parties. (c) This Agreement represents the entire agreement between the parties with respect to the matters described herein and may not be modified or amended except by a writing signed by the party to be charged, except that we may modify this Agreement subject to reasonable prior written notice to you, in which case your continued acceptance of services thereafter shall be deemed to constitute your consent to such modification. (d) This Agreement shall be binding on your heirs, executors, successors, administrators, committee, and/or conservators. (e) We may withhold any tax to the extent required by law, and may remit any tax so withheld to the appropriate governmental authority. Version March, 2009 3 of 7 NSIGHT CAPTRUSINDEPENDENCE INTEGRrrY (f) All paragraph headings are for convenience of reference only, and shall not form part of or affect in any way the meaning or interpretation of this Agreement. (g) In the event the terms of this Agreement conflict with the terms of any other agreement you have executed with us, the terms of this Agreement will govern with respect to the implementation of the services under this Agreement. (h) As used herein, references in the singular shall, as and if appropriate, include the plural, and references in the neuter shall, as and if appropriate, include the masculine and feminine, and vice versa. (i) If any term or condition of this Agreement shall be held or made invalid or unenforceable to any extent or in any application, whether by statute, rule, regulation, decision of a tribunal or otherwise, then the remainder of this Agreement, and such term or condition except to such extent or in such application, shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforceable to the fullest extent and in the broadest application permitted by law. (j) Except as otherwise agreed to in writing, required by law or necessary to provide the services described herein or in our Privacy Policy, we will keep confidential all information concerning the identity, financial affairs and investments of the Client. Version March, 2009 4 of 7 CAPTRUST;NS,.... INTEGRM Client 11 i of Clearwater I All authorized individuals must sign with title designations. (Examples: Chairman, President, Vice President, Managing Director, General Partner, Sole Owner, Trustee, Named Plan Fiduciary, Executor/Administrator, etc.) Name of Client: City of Clearwater Investment Consultant Name Investment Consultant Sign I-L- 1 r.:a4k This agreement is effective on this ;,q? day of 2009 CapTrust Advisors, LLC %ttest: I -W?- E ynthia E. Goudeau ity Clerk By: Name: Eric W. Bailey Title: TManaging Principal Date: ?J-Gil BOARD OF TRUSTEES OF THE EMPLOYEES' PENSION PLAN OF THE CITY OF CLEARWAY R, FLORIDA By rank V. Hibbard Chairperson T 0!.* ryF r 177 Version March, 2009 5 of 7 CAiPTRUST:N51GKT NbEPENDENCE INTEGRITY lFlient N m i of Clearwater Addendum A - List of Assets/Accounts under Fee for Service Agreement. Name of asset/account Name of Custodian ING Aeltus Northern Trust Approximate value as of contract date Account Number $34.532.802 2. Name of asset/account Name of Custodian Aletheia Northern Trust Approximate value as of contract date Account Number $ 8,829.501 Name of asset/account Name of Custodian Northern Trust Northern Trust Approximate value as of contract date Account Number $22,089.995 4. 5. 6. 7. Name of asset/account Name of Custodian Artisan Partners Northern Trust Approximate value as of contract date Account Number $17,490,835 Name of asset/account Name of Custodian Wedge Northern Trust Approximate value as of contract date Account Number $14,274,718 Name of asset/account Name of Custodian Independence Northern Trust Approximate value as of contract date Account Number $21,582,229 Name of asset/account Name of Custodian Atlanta Capital Northern Trust Approximate value as of contract date Account Number $11,104,909 Name of asset/account Name of Custodian Systematic Financial Northern Trust Approximate value as of contract date Account Number $ 7,848,350 Version March, 2009 6 of 7 CAPTRUST;NOE INWGRM QIie,01.Name7 City of I (w t r Name of asset/account Name of Custodian Earnest Partners Northern Trust Approximate value as of contract date Account Number $13,011,787 10. 11 12. 13. 14. 15. Name of asset/account Name of Custodian Wentworth Northern Trust Approximate value as of contract date Account Number $12,939,417 Name of asset/account Name of Custodian Eaton Vance Northern Trust Approximate value as of contract date Account Number $ 8,891,596 Name of asset/account Name of Custodian Wellington Northern Trust Approximate value as of contract date Account Number $13,227,037 Name of asset/account Name of Custodian Security Capital Northern Trust Approximate value as of contract date Account Number $19,353,668 Name of asset/account Name of Custodian Dodge & Cox Northern Trust Approximate value as of contract date Account Number $87,377,234 Name of asset/account Name of Custodian WAMCO Northern Trust Approximate value as of contract date Account Number $83,442,063 Version March. 2009 7 of 7