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WCM INVESTMENT MANAGEMENT AGREEMENTWCM Investment Management Agreement for Clearwater Employees Retirement Plan Portfolio Name This agreement ("Agreement") sets forth the terms and conditions governing the appointment of WCM Investment Management ("WCM ") by the undersigned client ("Client "). 1. Appointment. Client appoints WCM as investment manager and WCM agrees to manage the investment portfolio (the "Portfolio "). 2. Representations WCM represents that it is registered as an investment adviser, and is acting as "fiduciary" under the Investment Advisers Act of 1940 (the "Advisers Act "). If the Portfolio is for (a) a pension or other employee benefit plan (including a 401(k) plan) governed by the Employee retirement Income Security Act of 1974, as amended ("BS4 "); (b) a tax - qualified retirement plan (including a Keogh plan) under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code "), and not covered by BSA; or (c) an individual retirement account ("IRA ") under Section 408 of the Code, WCM acknowledges that it is a "fiduciary" with respect to the Portfolio within the meaning of Section 3(21) of ER MA and 93ction 4975(eX3) of the Code (but only with respect to the provision of services described in this Agreement.) Client represents that WCM has been fumished true and complete copies of all documents establishing and governing the plan and evidencing Client's authority to retain WCM. Client will fumish promptly to WCM any amendments to the plan, and Client agrees that, if any amendment affects the rights or obligations of WCM, such amendment will be binding on WCM only when agreed to by WCM in writing. Client represents that the independent engagement of WCM has been (i) authorized by the appropriate fiduciaries, agents, or officers of Client, and (ii) accomplished in accordance with the written documents or instruments governing the plan. If the Portfolio contains only a part of the assets of the plan, Client understands that WCM will have no responsibility for the diversification of all of the plan's investments, and that WCM will have no duty, responsibility or liability for the Client assets that are not part of the Portfolio. 3. Discretionary Authority. WCM shall have full authority and discretion to invest and reinvest the Portfolio in such securities as it deems appropriate, in accordance with Client's investment objectives, guidelines and limitations, set forth on Schedule A, attached hereto. A Client Investment Policy Statement satisfies Schedule A requirements. Client may amend &hedule A from time to time, provided that WCM shall have a reasonable time within which to implement such amendments. Sibject to the instructions set forth in Schedule A, WCM shall have the authority to purchase and sell securities for the Client's portfolio on Client's behalf and at Client's sole risk and expense, without prior notification to or consultation with Client and shall have full authority to arrange for the delivery of payment of securities purchased or sold. In addition, the Client shall provide advance written notice, from time to time, of its liquidity requirements WCM may give a copy of this Agreement to any broker, dealer or other party to a transaction, as evidence of WCM's authority to act on the Client's behalf. 4. Custody. The Portfolio shall be held and maintained in an account with a custodian (the "Custodian ") opened directly by Client and maintained in Client's name. Client acknowledges that WCM will not receive or take title in or to any assets of the Portfolio and WCM shall not have any responsibility or liability for any act or omission of the Custodian. The Client authorizes WCM to give the Custodian instructions for the purchase, sale, conversion, redemption, exchange or retention of any security, cash or cash equivalent or other investment. Client also directs the Custodian to (i) provide WCM with reports regarding the amount of caste and cash equivalents in the Portfolio available for investment; (ii) settle all investment transact one asdirected by WCM; (iii) provide confirmation in writing to WCM of all completed transactions; and (iv) grant WCM electronic access to the 1 (v.1MA20121015 aearwater Emp fat Flan) WCM Investment Management Agreement Portfolio at the Custodian, to view and /or download daily data files from the Custodian. Client may make additions to or withdrawalsfrom the Portfolio at any time, provided that Client agrees to give WCM prompt notice of additions and at least seven day prior written notice of any withdrawals 5. Brokerage and Best Execution WCM may place orders for the execution of transactions with or through such brokers, dealers, or banks as WCM may select. WCM shall use its be efforts to obtain be execution of trades for Client, taking into account customary practices in prevailing markets for the particular types of investments being traded and the full range, quality, and reliability of brokerage services, as well as commission rates provided by the brokers or dealers, and any other relevant factors. 6. Service to Other Clients and Allocation of Orders Client acknowledges that WCM provides investment advice to other clients and that WCM may give advice or take action on behalf of other dientswhich differs from that provided to Client. Client agreesthat WCM shall have no obligation to purchase or sell for the Portfolio any security which WCM, its principals, affiliates, or employees purchase or sell for themselves or for other clients. Client also acknowledgesthat in the course of WCM's business or the business of its affiliates, WCM may acquire certain information about corporations or securities which by law WCM is prohibited from divulging or acting upon. WCM may, but is not obligated to, combine or "batch" orders for client portfolios to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among WCM's clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactionswill be averaged as to price and transaction costs and typically will be allocated among WCM's clients in proportion to the purchase and sale orders placed for each dient portfolio on any given day. If WCM cannot obtain execution on all the combined orders at prices or for transaction costs that WCM believes are desirable, WCM will allocate the securities WCM does buy or sell as part of the combined orders by following WCM's order allocation procedures 7. Reports WCM agrees to provide Client with a detailed statement of the assets and transactions in the Portfolio at such intervals asagreed upon by Client and WCM. WCM shall not be responsible for the accuracy of information regarding the Portfolio fumithed to the Client by the custodian or any third party. 8. Fees WCM's compensation for services shall be calculated and paid in accordance with the attached Schedule B. Investment Management Fees shall be computed based upon the aggregate fair market value of the securities and cash in the Portfolio as of the close of business on the last business day of each period as specified in 3:hedule B. Securities shall be valued in accordance with WCM's Valuation Policy as specified in ADV Part 2A. In the event this Agreement commences or terminates on a date other than the first or last business day of the billing period specified in Schedule B, respectively, the fee shall be prorated based upon the portion of the billing period in which WCM provided services 9. Discloscre of Client's rent of WCM. Unless Client informs WCM otherwise, Client hereby consents to W 's disclosure of Client's engagement of WCM as its investment adviser. 10. Legal Proceedings Unless WCM otherwise agrees in writing, WCM will not advise or take any action on behalf of Client in any legal proceedings, including bankruptcies or class actions involving securities held in or formerly held in the Portfolio or the issuers of those securities. 11. Limitation of Uability. Except as may otherwise be provided by law, WCM will not be liable to Client for () honest mistakes in judgment or for losses due to those mistakes or for any other 2 (v.1MA20121015 Clearwater &np Rat Flan) WCM Investment Management Agreement loss or damage arising out of or based upon any act or omission by WCM, including WCM's effecting or failing to effect any transaction, unless WCM has knowingly violated any applicable law or is found in a proceeding to have been negligent or to have engaged in misconduct; (ii) any loss arising from WCM's adherence to Client's instructions; or (iii) any act or failure to act by the Custodian, any broker or dealer to which WCM in good faith directs transactions for the Portfolio, or by any other third party. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will wave or limit any rightsthat Client may have under those laws 12. Agreement Not Assignable. No assignment (as that term is defined in the Advisers Act) of this Agreement may be made by WCM without Client's written consent. 13. Termination. This Agreement may be terminated by either party. Termination will be effective immediately upon receipt of written notice. Termination will not affect commitments actually made for Client prior to such notice. Fees will be prorated to date of termination and any unearned portion of prepaid fees will be refunded to Client. Upon termination of this agreement, WCM is under no obligation to recommend any action with regard to the securities or other property held in the Portfolio. 14. Notices Notices required to be given under this Agreement shall be in writing, and mailed, delivered or transmitted to the applicable party at the address specified below. All notices shall be deemed given when mailed by first lass mail, postage prepaid, when personally delivered, or when faxed with receipt confirmed. 15. Governing Law. This Agreement shall be govemed by and construed in accordance with the laws of the Rate of Rorida .Lrisdiction aid venue for any disputes shall be in the Courts of Pinellas County, Rorida 16. Bttire Agreement Amendments This Agreement constitutes the entire agreement between the parties with respect to WCM'sengagement as an investment adviser in connection with the management of the Portfolio and may only be amended by mutual written agreement of the parties 17. Investigations and Complaints. To the extent permitted by applicable law, WCM shall promptly disclose to Client in writing any extraordinary investigation, examination, complaint, disciplinary action or other proceeding reasonably related to or materially affecting WCM'Sability to perform its duties under this Agreement or involving any investment professional employed by WCM who has performed any service with respect to BOAR= Saccount in the twenty-four (24) preceding months, which is commenced by any of the following: (A) the Securities and Bcchange Commission of the United Rates (AREC@), (B) the New York sock Bcchange, (C) the American Rock Bcchange, (D) the National Association of Securities Dealers, (0 any Attorney General or any regulatory agency of any state of the United Rates, (F) any U.S. Govemment department or agency, or (G) any governmental agency regulating securities of any country in which WCM is doing business. (accept as otherwise required by law, Client 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. 18. I nsRa nce. WCM presently has in effect, and will maintain during the term of this Agreement, professional liability insurance (i.e., "Errors& Omissions") in an amount at least equal to the greater of $10,000,000 or the maximum currently provided by WCM 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 against it by, or on behalf of, its clients WCM, at the time of execution of this agreement and annually thereafter and, in addition thereto, shall deliver to Client certificates of insurance evidencing the foregoing 3 (v.IMA20121015 C l e a r w a t e r & n p I t Ran) WCM Investment Management Agreement coverages. WCM shall name Client as a certificate holder on the aforesaid professional liability insurance policy and furnish Client evidence of such designation of Client as a certificate holder. WCM'Sinsurance shall be primary and Client's insurance, if any, and responsibility shall be secondary. 19. Proxy Voting (Selection R®quireci Rease indicate below how proxies should be voted on behalf of the Portfolio: fx Client directs WCM to vote all proxies with respect to securities held for the Portfolio. Client will instruct the Custodian to promptly forward all such proxies and related materials to WCM. Client understands that WCM will not be able to vote proxies that are not received by it from the Custodian for the Portfolio on a timely basis and Client agrees that WCM is not responsible for doing so. ❑ Client directs WCM not to vote proxies with respect to securities held for the Portfolio. If the Portfolio is managed for a plan covered by BZISA, proxy voting authority has been expressly reserved to another plan fiduciary. WCM not be required to vote proxies where, in its judgment, the cost of voting such proxy outweighs the benefit to the Portfolio. On request, WCM will provide you copies of its proxy voting policies and procedures and a record of how it voted proxies for your Portfolio. 20. Receipt of Privacy Notice. (Please check below) CA Client acknowledges the receipt of WCM's Privacy Notice. 21. Receipt of Form ADV, Part 2A & 2B. (Please check below) Client acknowledges the receipt of WCM's Form ADV, Part 2A (Brochure) and Part 2B (Brochure Sipplement(s). 22. Bectronic Delivery Client authorizes WCM to deliver, and the Client agrees to accept, any and all required regulatory and legal notices and disclosures, including but not limited to WCM'sADV and Privacy Notice, as well as all other correspondence from the Adviser, such as statements of portfoliosvia electronic mail. Adviser shall have completed all delivery requirements upon the forwarding of such document, disclosure, notice and/or correspondence to the Client's last provided email address .� Client Email Address � • RRviK s MYc % .g./'H1� !c %r. Car" 4 (v.1MA20121015 Clearwater E np Rat Ran) WCM Investment Management Agreement CUBIT Print Name ��,� N, C ,re7Le.,,/Co Title Sgnature Date C44« ,.s0.1) Lfl v't10 Aiw �s ,Q9r tent• c,lv l lco$ q&- Jo, ,5 a�� Print Name Q,t RGv «-� Title f2nael c4_ ,Qr d'eclo,t` 9gnature Date Address Fax Phone /S- .2a /.s e.,-.17 .-F C 1ei,rw'Pe,l- /oO S,1'1r741e ,4v& C 1e-4410)a-4i- FA. 337x6 727- S62- 1S 3S 727 - s6.2- 95-3 e Soc 93curity/Tax ID 51-0000 81 Attest: �� 0- Rosemarie Call City Clerk WCM Investment Management Print Name Title 9gnature Date Address WCM Investment Management 281 Brooks areet Laguna Beach, CA 92651 Fax: (949) 380 -0819 Phone: (949) 380 -0200 5 (v.1MA20121015 Clearwater 6np let Ran) WCM Focused Growth International Investment Management Agreement SCHEDULE A INVESTMENT OBJECTIVES WCM will invest and reinvest the Portfolio primarily in large capitalization, non -U.S. common stocks, foreign ordinary shares, and American depository receipts (ADRs). Additional investments may include, but are not limited to, corporate /government debt instruments, preferred stocks, exchange traded funds, foreign currencies, cash, and cash equivalent instruments. WCM will manage the Portfolio with the long -term goal of outperforming the MSCI ACWI ex US Index. 9CH®ULEB I NVESTM BV T MANAGBVI EN T FMS for Clearwater Employees Retirement Plan Account Name Annual Rate .80% of Assets U nder Management The Management Fee shall be payable by Client to WCM on a quarterly basis, in advance at the beginning of each quarter. Partial periods, at either initiation or termination of the investment management relationship, are billed on a pro rata bass, as specified in our investment management agreement. Additions to and withdrawals from the Portfolio in excess of twenty -five percent (25 %) of the fair market value on the day of the capital flow will result in an adjustment to the Management Fee prorated based upon the portion of the calendar quarter in which WCM provided services. Reese select one option below: ❑ Management feeswill be paid directly from the Portfolio upon presentation of WCM's invoice to the Custodian, with a copy of the invoice sent to Client's address of record. ❑ Management fees will be paid by client upon presentation of WCM's invoice.