INVESTMENT MANAGEMENT AGREEMENT (8)Account No.
Company Tax ID: 59-6000289
INVESTMENT MANAGEMENT AGREEMENT
(non -ERISA)
VICTORY CAPITAL MANAGEMENT INC.
4900 Tiedeman Road, 4th Floor
Brooklyn, OH 44144
tit
This management agreement (the "Agreement"), is entered into as of this .� day of f-JOv.LM
, 20 17 , by and between Victory Capital Management Inc., a New York corporation (the "Investment
Manager"), and City of Clearwater Employees' Pension Fund (the "Client" or "Fund").
1. The Client hereby grants to the Investment Manager, and the Investment Manager hereby accepts, full
discretionary authority to manage certain assets of the Client (the "Managed Assets") and to effect in its sole
discretion the investment, reinvestment and liquidation of the Managed Assets in accordance with such objectives as
the Client may, from time to time, have furnished to the Investment Manager in writing, and subject only to such
limitations as the Client may impose. This appointment includes that of agent and attorney-in-fact with full
discretionary power and authority to effect transactions with respect to investment of the Managed Assets, to acquire
and dispose of securities of every description, including the exercise of rights and warrants to subscribe for
securities, and including investing in shares of an investment company to which the Investment Manager or any
affiliate serves as the investment adviser, all without prior consultation with the Client. The Investment Manager
acknowledges that it is a fiduciary with respect to the management of the assets of the Fund and that it is subject to
and shall be governed by the "prudent investor rule" as those terms are defined and interpreted under the provisions
oldie Employee Retirement Income Security Act and under the provisions of the law of Florida. in the event the
Client shall suffer losses due to the negligence or willful misconduct of the Investment Manager, the Investment
Manager shall make the Client whole for any such losses. The Investment Manager shall indemnify and hold the
Client harmless from any and all liability resulting from the negligence or willful misconduct of the Investment
Manager. The Investment Manager shall not be liable for any losses or liability incurred due to the negligence or
willful misconduct of third parties, unless the third party was engaged by the Investment Manager to perform duties
under or related to this Agreement.
2. In consideration for its services under this Agreement, the Client agrees to pay the Investment Manager
a management fee, determined in accordance with the attached Schedule of Fees (attached hereto as Schedule A).
For the purpose of computing the management fee, the value of the Managed Assets (including debt securities,
commercial paper, treasury bills and any cash items) shall be calculated based upon the average month end market
value of the entire portfolio for each quarterly period or, in the absence of a market value, the fair value as
determined in good faith by the Investment Manager on the payable date of such stated period.
3. The Investment Manager is authorized to vote proxies solicited by or with respect to the issuers of
securities in which the Managed Assets may be invested as of the record date of voting such proxies unless the
Client, in an authorized writing delivered to the Investment Manager, specifically reserves to itself the authority to
vote proxies and precludes the Investment Manager from doing so. Investment Manager will not take any action or
render any advice with respect to any securities held in any accounts that are named in or subject to class action
lawsuits. Upon request, Investment Manager will provide reasonable assistance with requests for information in
Investment Manager's possession that are related to legal actions associated with a security held or previously held
as part of the Managed Assets.
4. Consistent with obtaining best execution and as permitted under Section 28(e) of the Securities Exchange Act
of 1934, transactions for the Managed Assets may be directed to brokers in return for research and brokerage services
furnished by them to the Investment Manager. Such research may be used to service any or all of Investment Manager's
clients, and brokerage commissions paid by the Client may be used to pay for research that is not used in managing the
{ 00094151.DOC;1 }
Managed Assets. The Investment Manager may, in its discretion, cause the Managed Assets to pay brokers a commission
greater than another qualified broker might charge to effect the same transaction where the Investment Manager
determines in good faith, and in accordance with its fiduciary duty, that the commission is reasonable in relation to the
value of the brokerage and research services received. The Client understands and agrees that the Investment
Manager's discretionary authority hereunder with respect to the Managed Assets shall not impair or affect the
Investment Manager's ability to buy or sell the same or similar securities or other property for the account of others.
In addition, the Client understands and agrees to the extent permitted by applicable law, the Investment Manager
may in transactions involving the Managed Assets act as agent while also representing another customer of the
Investment Manager which is the counterparty to such transaction.
5. The Client agrees that the Investment Manager may aggregate sales and purchase orders of the Managed
Assets with similar orders being made simultaneously for other portfolios managed by the Investment Manager if, in
the Investment Manager's reasonable judgment, such aggregation shall result in an overall economic benefit to the
Managed Assets, taking into consideration the advantageous selling or purchase price, brokerage commission and
other expenses, and trading requirements. In accounting for such aggregated orders, price and commission shall be
averaged on a per bond or per share basis, provided, however, the portfolio managers have the discretion to fill
orders for certain accounts before others under certain circumstances as more fully described in the Investment
Manager's Form ADV, Part II, as amended to date (or a separate brochure which contains the same information as is
in such Part 1I).
6. The Client will appoint a separate custodian (the "Custodian") to take and have possession of the
Managed Assets. The Investment Manager shall issue instructions to the Custodian as may be appropriate in
connection with transactions with respect to the Managed Assets. The Investment Manager shall have no
responsibility or liability with respect to custody arrangement or the acts, omissions or other conduct of the
Custodian. Nothing contained herein shall be deemed to authorize the Investment Manager to take or receive
physical possession of any cash or securities in the Managed Assets.
7. The Investment Manager may place orders for the execution of transactions with or through such
brokers, dealers or banks as the Investment Manager may select, any one of which may be an affiliate of the
Investment Manager. The Client specifically agrees that although the Investment Manager exercises investment
discretion with respect to the Managed Assets, such affiliate may effect transactions in securities on the Client's
behalf on any exchange of which such affiliate is a member and may receive and retain compensation for such
services, subject to the limitations and restrictions made applicable to such transactions by Section 11(a) of the
Securities Exchange Act of 1934 and Rule 11a2 -2(T) thereunder. However, if the Client is providing a directed
brokerage instruction, the Client has completed Schedule B attached hereto.
8. It is understood that, unless otherwise required by law, the Investment Manager, its shareholders,
directors, officers, employees or agents shall not have responsibility or liability for any loss resulting from any act or
omission by the Client, the Custodian, or any broker or dealer designated by the Client for use with respect to the
Managed Assets or any agent or employee thereof. The Investment Manager may rely upon any statement,
representation, approval, direction or receipt of the Client, or any agent thereof.
9. The Client represents and warrants to Investment Manager that (a) it is experienced in the engagement
of investment managers and is aware of the risks associated with such engagements, including the risk that the
Managed Assets could suffer substantial diminution in value; (b) the terms of this Agreement do not violate any
obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise, (c) the Client
has the requisite power and authority to appoint investment Manager to manage the Managed Assets; and (d) this
Agreement has been duly authorized by Client and, when executed and delivered, will be binding upon Client in
accordance with its terms.
10. The Client agrees to provide evidence, as requested, to any third party, to satisfy them as to the
authority of the Investment Manager hereunder.
11. The Client has provided instructions regarding the use of the Client's name within the Investment
Manager's representative client list(s) in the form of the attached Schedule C.
100094151.DOC1} 2
12. This Agreement cannot be assigned (as such term is defined in the Investment Advisers Act of 1940, as
amended) or transferred in any manner by any party without the prior consent of all parties receiving or rendering
services under the Agreement. Notwithstanding the foregoing, Adviser may provide Client at least 45 days' advance
written notice of an assignment of this Agreement to a successor in interest to the Adviser and, unless Client objects
to such assignment in a written notice to Adviser on or before the date of assignment, Client shall be deemed to have
consented to such assignment.
13. The investment Manager will periodically send the Client a list of the investments of the Managed
Assets. The Investment Manager will instruct all brokers and dealers executing orders on behalf of the Managed
Assets to provide notification of all executed transactions to the Custodian.
To the extent reasonable and practicable, communications between the parties or to the Custodian shall be
made in writing or in another reasonable manner and promptly confirmed in writing. Written communications
should be addressed as follows:
If to the Client:
If to the Investment Manager:
With a Copy to the Chief
Compliance Officer:
If to the Custodian:
City of Clearwater Employees' Pension Fund
100 S. Myrtle Avenue
Clearwater, FL 33756
Attn: Finance Director
Victory Capital Management Inc.
4900 Tiedeman Road, 4th Floor
Brooklyn, OH 44144
ATTN:
Victory Capital Management Inc.
4900 Tiedeman Road, 4th Floor
Brooklyn, OH 44144
Attn: Colin Kinney
The Northern Trust Company
50 S. LaSalle St, BB -8
Chicago IL, 60603
Attn: Claudiu Besoaga
Notice of change of any above -noted address shall be promptly sent to the other persons listed above.
14. This Agreement shall remain in effect until terminated by one of the parties hereto. This Agreement
may be terminated by Client at any time by written notice to the other party hereto which shall be effective five (5)
days after the receipt of such notice or such earlier date as may be agreed to by the parties hereto. Investment
Manager may terminate this agreement with 60 days written notice to Client. In the event this Agreement is
terminated, any unpaid fees will be payable to the Investment Manager ratably based on the number of calendar days
prior to the termination date. However, all rights and obligations under Section 9, and Schedule B, if applicable, of
this Agreement, shall survive such termination.
15. This Agreement and any Schedules attached hereto constitute the sole understanding of the parties with
respect to the subject matter hereof.
16. The undersigned acknowledges receipt of the Investment Manager's Form ADV, Part 2A and 2B,
as amended to date (or separate brochures which contain the same information) not later than the date hereof. The
Client agrees and consents to the electronic delivery or availability of all current and future agreements and
amendments thereto, Form ADV (or separate brochure), account statements, notices (including privacy notices),
letters, regulatory communications and other information, documents, data, records and reports related to its
account. Electronic communications may include email delivery and/or electronic communications via the
{00094151.1X)C;I 1 3
Investment Manager's website. The Client acknowledges and agrees that any such electronic delivery or availability
is at Investment Manager's option and shall constitute a valid means of delivery if directed to the Client (if an
individual) or to the person or persons designated by the Client from time to time to receive such notice, including a
third party agent. The Client may revoke this consent at any time by providing advance written notice to the
Investment Manager.
17. The Investment Manager 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 City of Clearwater Code relating specifically to the investment management of the City of Clearwater
Employee's Pension Fund. The Agreement shall be performed in accordance with all applicable federal, state, and
local laws and administrative regulations and shall in its interpretation be governed by the laws of the State of
Florida. Jurisdiction and venue for any disputes shall be in the state courts in Pinellas County, Florida. Should any
action be necessary to enforce the terms of this Agreement, the prevailing party shall be made whole, including any
costs and legal fees.
18. For so long as this Agreement remains effective, the Investment Manager shall promptly advise the
Client of any fee agreement or arrangement between the Investment Manager and any of its other clients that are
similarly situated to Client (e.g., type of client, anticipated account size, same strategy) that exist for the provision of
identical services for said clients that contains terms more favorable than those set forth in the then current Schedule
A (Fee Schedule). The Client shall automatically receive the benefit of any such favorable terms at its option.
19. The Investment Manager agrees to disclose, in writing to the Client within ten (10) business days, if
the Investment Manager becomes the subject of an investigation by the Securities and Exchange Commission for
alleged breach of federal securities laws; any investigation by the U.S. Department of Justice for allegations relating
to violation of federal securities laws or related allegations of fraud; or if the Investment Manager is named as the
defendant in any civil action alleging fraud, negligence with respect to its investment management services or
breach of fiduciary responsibility.
20. PUBLIC RECORDS.
(a) Pursuant to Florida Statutes § 119.0701, Investment Manager will comply with public records
laws, specifically to:
(1) Keep and maintain public records required by the Fund to perform the service.
(2) Upon request from the Fund or its public records custodian, provide the Fund with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and
following completion of the contract if the Investment Manager does not transfer the records to the
public agency.
(4) Upon completion of the contract, transfer, at no cost, to the Fund all public records in possession of
the Investment Manager or keep and maintain public records required by the Fund to perform the
service. If the Investment Manager transfers all public records to Fund upon completion of the
contract, Investment Manager shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements; provided however Investment
Manager may retain such exempt or confidential information as may be automatically archived as
part of such party's electronic back-up system or as may be required to be retained for legal,
regulatory, audit or compliance purposes, provided it is not available for general access and it
remains subject to the obligations of confidentiality hereunder for so long as it is so retained. If the
Investment Manager keeps and maintains public records upon completion of the contract, the
Investment Manager shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the Fund, upon request from the Fund or its public records
custodian, in a format that is compatible with the information technology systems of the Fund.
IF THE INVESTMENT MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
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JAY RAVINS, FINANCE DIRECTOR
CITY OF CLEARWATER
100 SOUTH MYRTLE AVENUE
CLEARWATER, FL 33758
21. The Investment Manager shall for the term of this Agreement maintain an errors and omissions
insurance policy in the amount of ten million dollars. Additionally, the Investment Manager will maintain a fidelity
bond satisfying the requirements of Section 412 of ERISA and shall include the Client in its coverage. The
Investment Manager shall furnish the Client with proof of its coverage insurance and Bond, which is attached hereto
as Schedules "D" & "E." Should there be any material reduction in the coverage or cancellation or non -renewal of
the policy, the Investment Manager shall immediately notify the Client.
22. The Investment Manager shall notify the Client of any change in the Investment Manager's
ownership, key personnel, investment strategy, style or philosophy, or employees assigned to manage or service the
Client's account within a reasonable time after such changes take place, not to exceed 30 days.
[Signature Page Follows]
{a0o94t 5 t.DOC:1 } 5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written
above.
Agreed and Accepted as ofo.20 day of IJR/Ylbet' , 20 /7 .
City of Clearwater Employees' Pension Fund
BY: tlef\CeC t
NAME: George N. Cretekos
TITLE: Chairperson
VICTORY CAPITAL_ MANAGEMENT INC.
B
NAME: 74-4) - Eyvt t
�Jq cu`L
TITLE: �ii l 1t—C/ /l'6r- • / QC --c4-6
(0009415I.DOC;I) 6
SCHEDULE A
SCHEDULE OF FEES
This schedule is an integral part of the attached Investment Management Agreement between the Client and the
Investment Manager.
The schedule of annual fees for investment management services is as follows:
Assets Under Management
On the first $10 million
On the next $15 million
On the next $25 million
On the next $50 million
Over $100 million
Product: Sycamore Small Cap Value
Benchmark: Russell 2000 Value
Annual Fee Rate
1.00%
0.85%
0.80%
0.75%
0.70%
In consideration for its services under this Investment Management Agreement, the Client agrees to pay the
Investment Manager a fee in arrears, on the last business day of each quarterly period. Said fee shall be calculated
based upon the average month-end market value of the entire portfolio for each quarterly period. In the absence of a
market value, the fair value will be reasonably determined by the Investment Manager on the payable date of each
such stated period.
Please initial selection below:
X Client will pay these fees directly.
OR
The Client will authorize its Custodian to pay these fees directly from the custody
account. A copy of the invoice will be provided to the Custodian and the Client.
Depending upon the relationship, multiple portfolios with a common interest may be treated as one for billing
purposes.
4h
Agreed and Accepted as of � day of M441 , 20 !�
City of Clearwater Employees' Pension Fund
BY: CttOIkit. ^Cf ARtoDf
NAME: George N. Cretekos
TITLE: Chairperson
VICTORY CAPITAL MANAGEMENT INC.
BY:
N C Irl y144.494.,K
TITLE: /14401 -A.14 -r M6-- 2� ►GSC-/7�f�.
{00094151.DOC;1 } A-1
SCHEDULE B
Non -ERISA
DIRECTED BROKERAGE
(Equity Transactions Only)
The undersigned Client hereby directs the Investment Manager with respect to the particular brokers or
dealers to be utilized by the Investment Manager for portfolio trading for the Managed Assets ("Directed
Brokerage"), as listed below. The Client agrees that the receipt of any goods or services to be obtained from any
brokers, dealers or other persons on account of Directed Brokerage shall be negotiated by and is the responsibility of
the Client, and the Investment Manager shall have no responsibility therefor, except in fulfilling the Directed
Brokerage requirements if practicable. The Client acknowledges that with Directed Brokerage, the Investment
Manager's services do not include selection of brokerage firms nor the negotiation of commission rates, and the
commission rates may not be as favorable as those which might be obtained if the Investment Manager undertakes
to select brokerage firms or negotiate rates with those firms selected. Victory Capital Management may be unable to
obtain best execution when directed to use a particular broker. Also, due to the manual nature of directed trades,
they may be executed after discretionary trades in certain circumstances. The Investment Manager shall be
obligated to direct all brokerage transactions to the brokerage firms set forth below, and the Client acknowledges
that such brokerage firms may charge fees for their brokerage and other services.
Each Directed Brokerage instruction by the Client to the Investment Manager to use a designated broker
shall constitute a separate representation and warranty of the Client to the Investment Manager that any arrangement
for goods or services to be received on account of such Directed Brokerage shall be in conformity with any fiduciary
responsibilities of the Client and all applicable statutes and regulations to which the Client is subject and the Client
agrees to hold the Investment Manager, its officers, directors and employees (collectively, the "Covered Parties")
harmless for, and to indemnify or insure the Covered Parties against, any costs, and liabilities (including e.g.,
attorneys' fees and disbursements) which the Covered Parties may incur as a result of any claim against the Covered
Parties relating to such Directed Brokerage activity.
Account Number
SELECTED BROKERS OR DEALERS:
Brokerage Firm $roker's Name and Phone Number
— BY:
ct co( ,t. ikct eVi:o f
City of Clearwater Employees Pension Plan
{ 00094151.DOC;1 } C- l
SCHEDULE C
Non -ERISA
REPRESENTATIVE CLIENT LIST
The Investment Manager may, from time to time, provide a representative client list to prospective clients. The
Investment Manager in no way considers inclusion in the representative client list to be a testimonial. When
providing a representative client list to prospective clients, the following three items are disclosed:
1. The Investment Manager does not use performance-based criteria in determining which clients to
include in the list;
2. It is not known by the Investment Manager whether the listed clients approve or disapprove of the
Investment Manager or the advisory services provided; and,
3. A description of the objective criteria used by the Investment Manager to determine which clients to
include in the list.
Please bag selection below:
X Yes, the Client grants the Investment Manager permission to utilize the Client's
name in its representative client list.
No, the Client requests that the Investment Manager not include the Client's
name in its representative client list.
Agreed and Accepted as of -2441 day of Mn't-etrliza./K , 201% .
City of Clearwater Employees' Pension Fund
BY: Ct et) r1Rtncr't kt-14
NAME: George N. Cretekos
TITLE: Chairperson
(00094151.DOC;I )C -I
SCHEDULE D
Non -ERISA
Proof of D&OIE&O Insurance
{00094151,DOC;1 f 10
SCHEDULE D
Non -ERISA
Proof of Fidelity Bond
{00094151.DOC;1) 11
Name of Inst itution/Account City of Clearwater Employees' Pension Fuad
CERTIFICATION FOR THE PURCHASE OF
INITIAL PUBLIC OFFERINGS OF EQUITY SECURITIES
Pursuant to FIN RA Rule 5130(the"New Issue Rule"), firms may not sell or cause to be scald a new issue(as defined in the
New Issue Rule;generally,initial public offerings of equity securities)to any account in which a restricted person holds a
beneficial interest unless the account qualifies for a general exemption under the New Issue Rule. As a precondition to
selling a new issue to any account, FINRA requires that you sign and return a certificate indicating whether or not your
account is eligible to purchase IP0 shares in accordance with the New Issue Rule. In addition, in connection with any new
issue,you hereby represent that you will not act as a finder or in a fiduciary capacity to any managing underwriter of any:
new issue and that you shall notify us immediately in the event that such representation ceases to be true and correct.
In addition,pursuant to FINRA Rule 5131 (the"IP0 Allocation Rule"), firms may not under certain circumstances, subject
to certain exemptions, allocate shares of a new issue to any account in which an executive officer or director of a public
company or a covered non-public company,or a person materially supported by such executive officer or director
(collectively,"Covered Persons"),has a beneficial interest unless the account qualifies for a general exemption,
All bolded terms relating to the view Issue Rule or the IPO Allocation Rule are defined in Annex A attached.
PLEASE CHECK ONE BOX FROM SECTION"A"AND ONE BOX FROM SECTION"II",AND COMPLETE
THE ACCOUNT INFORMATION BELOW.
The undersigned hereby certifies that with respect to each account in which it has the opportunity to purchase and/or allocate
new issues:
SECTION A.NEW ISSUE RULE(FINRA RULE 5130)(CHECK ONE BOXONLY)
The account is eligible to purchase new issues either because(i)no restricted person(based on the definition in Annex
A) holds a beneficial interest in the account,or(ii)the account meets a general exemption listed on Annex A, or(iii)
the account has implemented procedures to reduce the beneficial interests of all restricted persons with respect to new
issues to in the aggregate below 10%, and the undersigned hereby represents that it will hallow such procedures in
connection with the purchase by the account of all new issues, OR
The undersigned is a conduit(such as a bank, 'Foreign bank, broker/dealer, or investment adviser) and all purchases of
new issues are, and will be, in compliance with the New Issue Rule, If the beneficial interests of all restricted persons
in any one:account exceeds in the aggregate 10%of the account but the account has implemented procedures to reduce
the beneficial interest of all restricted persons with respect to new issues to in the aggregate below 10%, the
undersigned hereby represents that it will follow such procedures in connection with the purchase by the account of all
new issues;OR
® The account is a restricted person and is not eligible to purchase new issues;OR
E] 'rhe investment guidelines for the account prohibit,or the account has elected not to participate in,the purchase of new
issues.
Page I of 5
1.i
SECTICIIS B. IPC}ALLOCATION RULE ITINRA RULE 51311(CHECK ONE BOX€NLY)
"I'he undersigned hereby certifies that the account(s) is eligible to purchase new issues on or atter the date hereof either
because:
(i) No person that holds a beneficial interest in the account is a Covered Person,or
(ii) The account meets a general exemption[See Annex A),or
(iii),rhe account is beneficially owned by Covered Person(s) who in the aggregate owns less than 25% of the
account.
El 'The account is held by one or more Covered. Person(s) of a particular company, whose beneficial interest. in the
aggregate,exceeds 250,.E of the account,and the account has implemented procedures to reduce the beneficial interests
of all Covered Persons of a particular company with respect to new issues to in the aggregate below 25%, and the
undersigned hereby represents that it will follow such procedures in connection with the purchase by the account(s) of
all new issues.
E] The account is held by one or more Covered Person(s)of a particular company,whose beneficial interest, in the
aggregate,.exceeds 25%of the account,and the account has not implemented procedures to reduce the beneficial
interests of all Covered Persons of a particular company with respect to new issues to in the aggregate below 25%.
The investment guidelines for the account(s)prohibit,or the account(s)has elected not to participate in,the purchase
of new issues,
The undersigned hereby certifies that the undersigned is authorized to provide this Certification and that the undersigned,or
an authorized representative of the account,will promptly notify Victory Capital Management in the event this Certification
ceases to be true and correct. In connection to the U.S. Securities& Exchange Commission's electronic delivery of
information requirements,the undersigned agrees to receive electronic mail for the purpose of recertifying this Certification
through negative consent and to notify Victory Capital Management in writing if the undersigned does not agree to receive
such communications.
Name of Institution/Account City of Clearwater Employees' Pension Fund
Company Street Address 100 S. Myrtle Avenue
City/State/Zip Code/Country Clearwater,EL 33756
Tax I17/EIN/Reg.No. 59-65000289
, November 27, 2017
Authorized Signatory Signature Date
George N.Cretekos Chairperson
Name(Print/Type) Title(Print/Type)
727-562-4050 George.Cretekos(&rnyClear ater.eon
Business Telephone Number business Email
Page 2 of 5
d..
ANNEX A
General Exernptions.
1, An investment company registered under the Investment_Corny Act of 1940,
2. A common trust fund or similar fund as described in Section 3(a)(12)(A)(iii)of the Securities Exchange Act of 1934,
provided that:(i)the fund has investments from 1,000 or more accounts,and(ii)the fiend does not limit beneficial
interests in the fund principally to trust accounts of restricted persons.
3. An insurance companyeneral,separate or investment account,provided:(i)the account is funded by premiums from
1,000 or more policyholders or, if general account,the insurance company has 1,000 or snore policyholders,.and(ii)the
insurance company does not limit the policyholders whose premiums are used to fund the account principally to
restricted persons,or if a general account,the insurance company does not limit its policyholders principally to restricted
persons.
4. A collective investment account, including a fund, limited partnership,_joint back office broker-dealer or other entity, if
the beneficial interests of:.
a. For purposes of Section A, restricted persons, in the aggregate,do not exceed 10%of the account under the
New Issue Rule(FINRA Rule; 5130),
b. For purposes of'Section 13,covered persons of particular company,in the aggregate,do not exceed 25%of
the account under the IPO Allocation Mule(FINRA mule 5131).
5. A publicly traded entity(other than a broker-dealer authorized to engage in the public offering of new issues either as a
selling group member or underwriter,or an affiliate of such a broker-dealer)that is:(i)listed on a U.S.national securities
exchange,(ii)a non-U.S. issuer whose securities meet the quantitative designation criteria for listing on a national
securities exchange.
6. An investment company organized under the laws of a non I,�.S.�jurisdiction,provided that: (i)the investment company
is listed on a non-U.S.exchange or authorized for sale to the public by a non-U.S, regulatory authority,and (ii)no person
owning 5%or more of the shares of the investment company is a restricted person..
7. An ERISA benefit 121an that is qualified utader,Section 40of the Internal Revenue Code;provided that the plan is not
sponsored solely by a broker-dealer.
8. A state or municipal government benefits Ian that is subject to state and/or municipal regulation.
9. A tax-exempt charitable organization under Section 501 c3 of the Internal Revenue Code.
10. A church plan under Section 414(e)of the internal Revenue Code.
New Issue Rule and 1PO Allocation Rule Definitions
Associated person or ernployce of a F1 NRA member firm.(I)Any natural person who is registered or has applied for
registration with FINRA;(2)any natural person,whether or not registered or exempt from registration with FINRA, who is a
sole proprietor,partner,officer,director, or branch manager of a FINRA member firm,or any natural person occupying a
similar status or performing similar functions;or(3)any natural person engaged in the investment banking or securities
business who is directly or indirectly controlling or controlled by a FINRA member firm(fir example, as a result of being an
employee of the FINRA member).
Beneficial interest.Any economic interest, including the right to share in gains or losses,other than management or
performance based fees for operating a collective investment account,or other fees for acting in a fiduciary capacity.
Collective investment account. Any hedge fund, investment partnership, investment corporation,or any other collective
investment vehicle that is engaged primarily in the purchase and sale of securities,but not(i)a legal entity that is beneficially,
owned solely by immediate family members or(ii)an investment club comprising a group of friends, neighbors,business
associates or others who pool their money to invest in stock or other securities and are collectively responsible for making
investment decisions.
Page 3 of 5
}
r
Covered non-public company. Any non-public company satisfying the following criteria: (i)incorrte of at least$1 million in
the last fiscal year or in two of the last three fiscal years and shareholders'equity of at least$15 million;;(ii)shareholders"
equity of at least$30 million and a two-year operating history;or(iii)total assets and total revenue of at least$75 million in
the latest fiscal year or in two of the last three fiscal years.
Covered person.An executive officer or director of a public company or a covered non-public company,or a person
materially supported by such executive officer or director.
Executive officer or director.Any(i)person named as an executive officer or director in a U.S. public company's most
recent proxy filed with the SEC or in an annual report filed with the SEC:on Form I0-lf or Form 20-F,(ii)executive officer
or director of a foreign company that is registered with the:SEC under the '34 Act,as amended,or(iii)executive officer or
director of a covered non-public company.
Finder. A person who receives compensation for identifying,potential investors in an offering.
FINRA Member. A member of the Financial Industry Regulatory Authority or any person or entity associated with a
FINRA member firma.
Immediate Family member. A person's parents, mother-in-law or father-in-law,spouse,brother or sister,brother-in-law or
sister-in-law, son-in-law or daughter-in-law and children, and any other individual to whom the person provides material
support,
IPO Allocation Rule. FINRA Rule 5131..
Limited business broker-dealer, Any broker-dealer whose authorization to engage in the securities business is limited
solely to the purchase and sale of investment company/variable contracts securities and direct participation program
securities..
Material support. Directly or indirectly providing more than 25%of person"s income in the prior calendar year. Members
of the immediate family living in the same household are deemed to be providing each other with material support.
New issue, Any initial public offering of an equity security, as defined in Section 3(a)I 1 of the Securities Exchange Act of
1934,as amended, made pursuant to a registration statement or offering circular.
New Issue Rule. FINRA Rule 5130.
Public Company. Any company that is registered under Section 12 of the Securities Exchange or files period reports
pursuant to Section 15(d)thereof.
Restricted persons/Entities.
1. A FINRA member firm or other broker-dealer.
2. An officer,director,general partner, associated person or employee of a FINRA member firm or any other broker-
dealer(other than a limited business broker-dealer).
3. An agent of a FINRA member firm or any other broker-dealer(other than a limited business broker-dealer)that is
engaged in the investment banking or securities business.
4. A person who has authority to buy or sell securities for a bank,savings and loan association„ insurance company,
investment company, investment adviser(whether or not registered as an investment adviser)or collective investment
account.
5. A person listed,or required to be listed,on one of the following schedules to Form BIS as filed,or required to be filed,
with the SEC by a broker-dealer(other than with respect to a limited broker-dealer):(i)Schedule A, unless the person is
identified by an ownership code of less than 10%0,(ii)Schedule B, unless the person's Iisting on Schedule B relates to an
ownership interest in a person that is listed on Schedule A.and identified by an ownership code of less than 10%,or(iii)
Schedule C,unless the person would be excluded under the percentage ownership criteria for Schedule A or B above.
Page 4 of 5
6. A person that directly or indirectly owns(i) 10%Or more of public reporting company listed,or required to be listed,
on Schedule A of Form BL(other than a reporting company that is listed on a national securities exchange or other than
with respect to a limited business broker-dealer),or(ii)25%or more of a public reporting company listed,or required to
be listed,on Schedule B of Farm BID(other than a reporting company that is listed on a national securities exchange or
other than with respect to a limited business broker-dealer exchange.
7. A person who acts as a finder or acts in a fiduciary capacity (including but not limited to attorneys,accountants and
financial consultants)to any entity that at any time serves or may serve as a managing underwriter(s)of a new issue.
8. An immediate family member of,(i)a person specified in items 2-7 that materially supports,or receives support
from, that person,(ii)a person specified in items 2-3 that is employed by or associated with the FINRA member or any
of its affiliate selling the new issue to the immediate family member,or that has an ability to control the allocation ofthe
new issue;or(iii)a person specified in items 5-6 that is an owner of the FIN RA member or any of its affiliate selling the
new issue to the immediate family member,or that has an ability=to control the allocation of the new issue.
Page 5 of 5
4900 Fiertenian Road, 4th Floor Brooklyn OH 44144 877-660-4400 VCM.Com
Victory
Certificate of Rule 1"A A Qualltted Institutional Buyer
The undersigned certifies to Victory Capital Management Inc, that the undersigned (1) is authorized to provide this
certificate on behalf of the entity listed below, (2) is familiar with Rule 144A ("Rule 144A") under the Securities Act of
1933, as amended(the„Act"); (3) agrees that persons selling securities to or engaging in transactions with or on behalf
of the undersigned in reliance upon Rule 144A may rely on the information contained in this certificate;and(4)represents
and acknowledges that the entity is a Qualified Institutional Buyer("QIB"), as defined in Rule 144A, of the following
type:.
PLEASE PLACE A CHECK MARK IN THE APPLICABLE BOX(ES)
a. An entity referred to in sub-paragraphs(i)through (ix), acting for its own account or the accounts of other
QIBs, that in the aggregate owns and invests, on a discretionary basis', at least$100 million in securities
of issuers that are not affiliated with the entity:
i. F1 an insurance company as defined in Section 2(x)(13)of the Act, A purchase by a company
for one or more of its separate accounts, as defined by Section 2(a)(37)of the Investment
Company Act of 1940 (the"Investment Company Act"), which are neither registered under
Section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be
a purchase for the account of such insurance company.
ii. [:]an investment company registered under the Investment Company Act or any
business development company as defined in Section 2(x)(48) of that Act..
iii. Ej a srnall.business investment company licensed by the J.S. Small Business
Administration under Section 3131(c)or(d) of the Small Business Investment Act of 1958.
iv. 9 a plan established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or Its political subdivisions, for the benefit of its employees.
v. [:] ars employee benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974("ERISA°')
vi. [:] a trust fund whose trustee is a bank or trust company and whose participants are
exclusively plans of the types identified in paragraph (iv)or(v)above, except trust funds that
include as participants individual retirement accounts or H.R. 10 plans.
vii. Q a business development company as defined in Section 202(x)(22) of the Investment
Advisers Act of 1949 (the"Investment Advisers Act").
viii. F� an organization described in Section 581(c)(3) of the Internal Revenue Cade,
corporation (other than a bank as defined in Section 3(a)(2) of the Act or a savings and loan
association or ether institution referenced in Section 3(a)(5)(A) of the Act or a foreign bank or
In determining the aggregate amount of securities owned on a discretionary basis,please refer to Rule 144A("Rule 144K)under the Securities Act of
1533,as amended.
Facie 1 of 2 Rev.04.14
bdv111Yt$ dflu ludli d5buuldtlull U1 e(4U1VdK-,11t 1115MULIU11), pdrtriursmp, ui 1V1d55d(;11U5ULLb ur
similar business trust.
ix, 0 an investment adviser registered under the Investment Advisers Act,
b- 0 A dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the"Exchange
Act"), acting for its own account or the accounts of other QIBs, that in the aggregate owns and
invests on a discretionary basis at least$10 million of securities of issuers that are not affiliated with the
dealer; provided, that securities constituting the whole or a part of an unsold allotment to or subscription
by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer,
c. E] A dealer registered pursuant to Section 15 of the Exchange Act acting in a"riskless principal
transaction"on behalf of a QlB, For purposes of this clause C, 'riskless principal transaction"means a
transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale
of such security to a QIB, including another dealer acting as riskless principal for a QIB.
d, 17 An investment company registered under the Investment Company Act, acting for its own account
or for the accounts of other QIBs, that is part of a "family of investment companies" (as defined in Rule
144A) which own in the aggregate at least$100 million in securities of issuers, other than issuers that
are affiliated with the investment company or are part of such family of investment companies.
e. [D An entity, all of the equity owners of which are QIBs, acting for its own account of the accounts
of other QIBs.
f. n A bank as defined in Section 3(a)(2) of the Act, any savings and loan association or other institution
as referenced in Section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or
equivalent institution, acting for its own account or the accounts of other QIBs, that in the aggregate owns
and invests on a discretionary basis at least$100 million in securities of issuers that are not affiliated with
it and that has an audited net worth of at least$25 million as demonstrated in its latest annual financial
statements, as of a date not more than 16 months preceding the date of sale under Rule 144A in the case
of a US, bank or savings and loan association, and not more than 18 months preceding such date of
sale for a foreign bank or savings and loan association or equivalent institution,
F� QR,the undersigned certifies to Victory Capital Management Inc.that it is not a 0113 or the investment
guidelines for the account prohibit investment in Rule 144A securities.
The under-signed agrees to notify Victory Capital Management Inc. if there is any change in the entity's QIB
status as represented on this form.
Entity Name: Victory Client Account No.:
City of Clearwater Employees' Pension Fund
Signature, 2nd Signature (if needed):
r\ --
Printed Name: Printed Name.,
George N. Cretekos, Chairman
Signature Date., November 27, 2017 Signature Date:
Page 2 of 2 Rev.04.14