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11/13/2017Monday, November 13, 2017 1:00 PM City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Council Chambers Pension Trustees Meeting Agenda November 13, 2017Pension Trustees Meeting Agenda 1. Call To Order 2. Approval of Minutes 2.1 Approve the minutes of the October 16, 2017 Pension Trustees Meeting as submitted in written summation by the City Clerk. 3. Citizens to be Heard Regarding Items Not on the Agenda 4. New Business Items 4.1 Approve the new hires for acceptance into the Pension Plan as listed. 4.2 Approve the following request of employee Darci Willis, Public Utilities Department, to vest their pension as provided by Section 2.419 of the Employees’ Pension Plan. 4.3 Approve the following request of employees Dane Heatherington, Engineering Department, James Hornaday, Gas Department and Anthony Sammartano, Fire Department, for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. 4.4 Approve the termination of small cap value equity money manager Systematic Financial Management and authorize the appropriate officials to execute same. 4.5 Approve an agreement with Victory Capital for investment in their Sycamore Small Cap Value Equity product, and authorize the appropriate officials to execute same. 4.6 Approve a new agreement between the City of Clearwater and the law firm of Klausner Kaufman Jensen and Levinson, to serve as outside counsel to the Pension Trustees and the Pension Advisory Committee (PAC), and authorize the appropriate officials to execute same. 5. Other Business 6. Adjourn Page 2 City of Clearwater Printed on 11/8/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3976 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 1 File Type: MinutesIn Control: Pension Trustees Agenda Number: 2.1 SUBJECT/RECOMMENDATION: Approve the minutes of the October 16, 2017 Pension Trustees Meeting as submitted in written summation by the City Clerk. SUMMARY: APPROPRIATION CODE AND AMOUNT: USE OF RESERVE FUNDS: Page 1 City of Clearwater Printed on 11/8/2017 Pension Trustees Meeting Minutes October 16, 2017 City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 Meeting Minutes Monday, October 16, 2017 1:00 PM Council Chambers Pension Trustees Page 1 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 Roll Call Present 5 - Chair George N. Cretekos, Trustee Doreen Caudell, Trustee Bob Cundiff, Trustee Hoyt Hamilton, and Trustee Bill Jonson Also Present – William B. Horne – City Manager, Jill Silverboard – Deputy City Manager, Micah Maxwell – Assistant City Manager, Pamela K. Akin – City Attorney, Rosemarie Call – City Clerk, and Joe Roseto – Human Resources Director To provide continui ty for research, items are listed in agenda order although not ne cessarily discussed in that order. Unapproved 1. Call To Order – Chair Cretekos The meeting was called to order at 1:20 p.m. 2. Approval of Minutes 2.1 Approve the minutes of the September 18, 2017 Pension Trustees Meeting as submitted in written summation by the City Clerk. Trustee Cundiff moved to approve the minutes of the September 18, 2017 Pension Trustees Meeting as submitted in written summation by the City Clerk. The motion was duly seconded and carried unanimously. 3. Citizens to be Heard Regarding Items Not on the Agenda – None. 4. New Business Items 4.1 Approve the new hires for acceptance into the Pension Plan as listed. Name/Job Classification/Department Pension Eligibility Date Eric Jewett, Code Enforcement Inspector, Planning and Development 08/07/2017 Marcus Bullock, Police Property Clerk, Police 08/07/2017 Reginald Jackson, Solid Waste Equipment Operator, Solid Waste 08/07/2017 Page 2 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 Harlan Hamilton, Solid Waste Equipment Operator, Solid Waste 08/07/2017 Teresa Mitchell Grein, Service Dispatcher, Gas 08/14/2017 Miranda Wincek, Police Cadet, Police 08/21/2017 Brian Aden, Legal Staff Assistant, Legal 08/21/2017 Theodore Hordych, Traffic Signal Technician, Engineering 08/21/2017 Kristian Greve, Traffic Signal Technician, Engineering 08/21/2017 Terry Johnson, Water Distribution Operator Trainee, Public Utilities 08/21/2017 Taylor Thomason, Recreation Leader, Parks and Recreation 08/21/2017 Trustee Caudell moved to approve the new hires for acceptance into the Pension Plan as listed. The motion was duly seconded and carried unanimously. Ayes: 5 - Chair Cretekos, Trustee Caudell, Trustee Cundiff, Trustee Hamilton and Trustee Jonson 4.2 Approve the following request of employees Adam Jacques, Police Department and Matthew Roach, Solid Waste General Services Department, to vest their pensions as provided by Section 2.419 of the Employees’ Pension Plan. Adam Jacques, Police Officer, Police Department, was employed by the City on January 8, 2007, and began participating in the Pension Plan on that date. Mr. Jacques terminated from City employment on August 04, 2017. Matthew Roach, Solid Waste Equipment Operator, Solid Waste General Services Department, was employed by the City on March 11, 2002, and began participating in the Pension Plan on that date. Mr. Roach terminated from City employment on January 11, 2017. The Employees’ Pension Plan provides that should an employee cease to be an employee of the City of Clearwater or change status from full-time to part-time after completing ten or more years of creditable service (pension participation), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments commence on the first of the month following the month in which the employee normally would have been eligible for retirement. Section 2.416 provides for normal retirement eligibility for non-hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty-five years and completed ten years of credited service; or the date on Page 3 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty-five years of credited service; or the date on which a participant has reached the age of sixty-five years and completed ten years of credited service. Mr. Roach will meet the non-hazardous duty criteria and begin collecting a pension in April 2022. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. Mr. Jacques will meet the hazardous duty criteria and begin collecting pension in February 2027. Trustee Cundiff moved to approve the following request of employees Adam Jacques, Police Department and Matthew Roach, Solid Waste General Services Department, to vest their pensions as provided by Section 2.419 of the Employees’ Pension Plan. The motion was duly seconded and carried unanimously. 4.3 Approve the following request of employees John Fahey, Planning and Development Department, Stephen Finney, Gas Department, Cheryl Ford, Finance Department, Donald Hall, Police Department, Jay Holsombach, Police Department, Michael Pryor, Solid Waste General Services, Clyde Renfroe, Police Department and Brian Sweeney, Library Department for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. John Fahey, Plan Examiner, Planning and Development Department, was employed by the City on May 15, 2006, and his pension service credit is effective on August 7, 2006. His pension will be effective October 1, 2017. Based on an average salary of approximately $47,246.18 over the past five years, the formula for computing regular pensions and Mr. Fahey’s selection of the Life Annuity, this pension benefit will be approximately $14,407.44 annually. Stephen Finney, Gas Tech II, Gas Department, was employed by the City on September 15, 1997, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $37,756.77 over the past five years, the formula for computing regular pensions and Mr. Finney’s selection of the 66 2/3% Joint and Survivor Annuity, this pension benefit will be approximately $19,187.88 annually. Page 4 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 Cheryl Ford, Accountant, Finance Department, was employed by the City on November 28, 1994, and her pension service credit is effective on that date. Her pension will be effective September 1, 2017. Based on an average salary of approximately $45,769.41 over the past five years, the formula for computing regular pensions and Ms. Ford’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $25,329.00 annually. Donald Hall, Police Deputy Chief, Police Department, was employed by the City on May 21, 1984, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $109,048.88 over the past five years, the formula for computing regular pensions and Mr. Hall’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $97,953.96 annually. Jay Holsombach, Police Sergeant, Police Department, was employed by the City on April 28, 1997, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $105,287.08 over the past five years, the formula for computing regular pensions and Mr. Holsombach’s selection of the Life Annuity, this pension benefit will be approximately $64,304.64 annually. Michael Pryor, Solid Waste Program Coordinator, Solid Waste General Services Department, was employed by the City on November 2, 1987, and his pension service credit is effective on that date. His pension will be effective December 1, 2017. Based on an average salary of approximately $65,532.73 over the past five years, the formula for computing regular pensions and Mr. Pryor’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $50,147.52 annually. Clyde Renfroe, Police Officer, Police Department, was employed by the City on June 9, 1997, and his pension service credit is effective on that date. His pension will be effective September 1, 2017. Based on an average salary of approximately $93,427.52 over the past five years, the formula for computing regular pensions and Mr. Renfroe’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $51,145.44 annually. Brian Sweeney, Library Assistant, Library Department, was employed by the City on December 23, 1996, and his pension service credit is effective on September 15, 1997. His pension will be effective October 1, 2017. Based on an average salary of approximately $32,770.44 over the past five years, the formula for computing regular pensions and Mr. Sweeney’s selection of the Life Annuity, this pension benefit will be approximately $18,026.28 annually. Section 2.416 provides for normal retirement eligibility for non-hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached Page 5 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 age sixty-five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non-hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty-five years of credited service; or the date on which a participant has reached the age of sixty-five years and completed ten years of credited service. Mr. Fahey, Mr. Finney, Ms. Ford, Mr. Pryor and Mr. Sweeney have met the non-hazardous duty criteria. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. Mr. Hall, Mr. Holsombach and Mr. Renfroe have met the hazardous duty criteria. Trustee Hamilton moved to approve the following request of employees John Fahey, Planning and Development Department, Stephen Finney, Gas Department, Cheryl Ford, Finance Department, Donald Hall, Police Department, Jay Holsombach, Police Department, Michael Pryor, Solid Waste General Services, Clyde Renfroe, Police Department and Brian Sweeney, Library Department for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. The motion was duly seconded and carried unanimously. 4.4 Approve the termination of international emerging markets equity money manager Eaton Vance and authorize the appropriate officials to execute same. Eaton Vance was hired as an international emerging markets equity manager for the plan in February 2008. As of June 30, 2017, the market value of the plan’s investment in Eaton Vance totaled $36.45 million, or 3.79% of the total investment portfolio. Eaton Vance’s performance has steadily declined in recent years, as detailed below. The Pension Investment Committee unanimously recommends termination at this time. Percentile As of 6/30/2017 Eaton Vance Ranking Benchmark Last 3 years (1.16)% 91st 1.44% Last 5 years 3.25% 95th 4.33% Page 6 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 Staff will be bringing a separate agenda item forward for the replacement of Eaton Vance in the international emerging markets equity portfolio category. Trustee Jonson moved to approve the termination of international emerging markets equity money manager Eaton Vance and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 4.5 Approve investment of up to $40,000,000 in the Dimensional Fund Advisors (DFA) Emerging Markets Core Equity Portfolio mutual fund and authorize the appropriate officials to execute same. The plan’s emerging markets international equity money manager has been recommended for termination per a previous agenda item. At the May 2017 pension investment committee quarterly meeting, the committee requested the plan’s investment performance consultant, CapTrust Advisors, to conduct a manager search for a replacement emerging markets equity manager. At a special meeting of the committee on June 19, 2017, the committee unanimously selected DFA Emerging Markets Core Equity Portfolio for a due diligence interview of the firm, which was subsequently conducted at the committee’s August 2017 quarterly meeting. The pension investment committee unanimously recommends DFA Emerging Markets Core Equity Portfolio mutual fund to the Trustees for an investment of up to $40 million, or approximately 4% of the total plan investment portfolio. As of July 31, 2017, DFA Emerging Markets Core Equity Portfolio’s performance over the past ten years has been as follow: Performance Benchmark Last 3 years 2.98% 2.39% Last 5 years 5.69% 4.76% Last 10 years 2.92% 1.98% The DFA Emerging Markets Core Equity Portfolio mutual fund is only available to institutional investors. It has a management fee of 0.47% and a net expense ratio of 0.53% per the fund’s February 2017 prospectus. APPROPRIATION CODE AND AMOUNT: 0646-07410-530100-585-000-0000 $188,000 annually Page 7 City of Clearwater Draft Pension Trustees Meeting Minutes October 16, 2017 In response to questions, Accounting Manager Mary Beth Setter said the performance is higher than the benchmark; during the last three years it has been 2.98%. The emerging market funds are volatile funds. Staff is trying to find a manager who can provide a better percentile return than the market and the index. Trustee Cundiff moved to approve investment of up to $40,000,000 in the Dimensional Fund Advisors (DFA) Emerging Markets Core Equity Portfolio mutual fund, and authorize the appropriate officials to execute same. The motion was duly seconded and carried unanimously. 5. Adjourn The meeting adjourned at 1:27 p.m. Chair Employees’ Pension Plan Trustees Attest City Clerk Page 8 City of Clearwater Draft Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3918 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.1 SUBJECT/RECOMMENDATION: Approve the new hires for acceptance into the Pension Plan as listed. SUMMARY: Name/Job Classification/Department Pension Eligibility Date Margaux La Barge, Customer Service Representative, Customer Service 09/02/2017 John Mellor, Solid Waste Equipment Operator, Solid Waste 09/04/2017 Sara Bayly, Customer Service Representative, Customer Service 09/05/2017 John Anderson, Accountant, Gas 09/05/2017 Madai Gutierrez, Recreation Specialist, Parks and Recreation 09/05/2017 Yiannis Halvatzis, Recreation Specialist, Parks and Recreation 09/05/2017 Christopher Tisdale, Parks Service Technician I, Parks and Recreation 09/05/2017 Charles Hargrove, Parks Service Technician III, Parks and Recreation 09/05/2017 Haris Kasumovic, Water Distribution Operator Trainee, Public Utilities 09/05/2017 Tyraven Jackson, Water Distribution Operator Trainee, Public Utilities 09/05/2017 Kenneth Fluitt, Jr. , Solid Waste Equipment Operator, Solid Waste 09/05/2017 DeVante Lang, Solid Waste Worker, Solid Waste 09/16/2017 Eric Saccasyn, Fire Inspector II, Fire 09/18/2017 APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 11/8/2017 Interoffice Correspondence Sheet TO: Pension Advisory Committee FROM: Joseph Roseto, Human Resources Director SUBJECT: Recommendation for Acceptance into Pension Plan DATE: Subject/Recommendation: Recommend approval of the new hires for acceptance into the Pension Plan as listed. Name Job Classification Department Pension Eligibility Date Margaux La Barge Customer Service Representative Customer Service 09/02/2017 John Mellor Solid Waste Equipment Operator Solid Waste 09/04/2017 Sara Bayly Customer Service Representative Customer Service 09/05/2017 John Anderson Accountant Gas 09/05/2017 Madai Gutierrez Recreation Specialist Parks and Recreation 09/05/2017 Yiannis Halvatzis Recreation Specialist Parks and Recreation 09/05/2017 Christopher Tisdale Parks Service Technician I Parks and Recreation 09/05/2017 Charles Hargrove Parks Service Technician III Parks and Recreation 09/05/2017 Haris Kasumovic Water Distribution Operator Trainee Public Utilities 09/05/2017 Tyraven Jackson Water Distribution Operator Trainee Public Utilities 09/05/2017 Kenneth Fluitt, Jr. Solid Waste Equipment Operator Solid Waste 09/05/2017 DeVante Lang Solid Waste Worker Solid Waste 09/16/2017 Eric Saccasyn Fire Inspector II Fire 09/18/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3919 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.2 SUBJECT/RECOMMENDATION: Approve the following request of employee Darci Willis, Public Utilities Department, to vest their pension as provided by Section 2.419 of the Employees’ Pension Plan. SUMMARY: Darci Willis, Wastewater Treatment Plant Operator A, Public Utilities Department, was employed by the City on October 24, 1998, and began participating in the Pension Plan on that date. Ms. Willis terminated from City employment on September 8, 2017. The Employees’ Pension Plan provides that should an employee cease to be an employee of the City of Clearwater or change status from full -time to part-time after completing ten or more years of creditable service (pension participation ), such employee shall acquire a vested interest in the retirement benefits. Vested pension payments commence on the first of the month following the month in which the employee normally would have been eligible for retirement. Section 2.416 provides for normal retirement eligibility for non -hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty -five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non -hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty -five years of credited service; or the date on which a participant has reached the age of sixty -five years and completed ten years of credited service . Ms. Willis will meet the non-hazardous duty criteria and begin collecting a pension in November 2018. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty-five years and completed ten years of credited service. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 1 City of Clearwater Printed on 11/8/2017 File Number: ID#17-3919 Page 2 City of Clearwater Printed on 11/8/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-3920 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 2 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.3 SUBJECT/RECOMMENDATION: Approve the following request of employees Dane Heatherington, Engineering Department, James Hornaday, Gas Department and Anthony Sammartano, Fire Department, for a regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan. SUMMARY: Dane Heatherington, Traffic Signal Technician, Engineering Department, was employed by the City on January 14, 1991, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $61,630.69 over the past five years, the formula for computing regular pensions and Mr. Heatherington selection of the Joint and Survivor Annuity, this pension benefit will be approximately $45,271.20 annually. James Hornaday, Gas Technician III, Gas Department, was employed by the City on June 13, 1994, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $55,182.48 over the past five years, the formula for computing regular pensions and Mr. Hornaday’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $28,752.84 annually. Anthony Sammartano, Fire Lieutenant, Fire Department, was employed by the City on March 3, 1997, and his pension service credit is effective on that date. His pension will be effective October 1, 2017. Based on an average salary of approximately $109,662.12 over the past five years, the formula for computing regular pensions and Mr. Sammartano’s selection of the 100% Joint and Survivor Annuity, this pension benefit will be approximately $60,461.52 annually. Section 2.416 provides for normal retirement eligibility for non -hazardous duty employees hired prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of fifty-five years and completed twenty years of credited service; the date on which a participant has reached age sixty -five years and completed ten years of credited service; or the date on which a member has completed thirty years of service regardless of age. For non -hazardous duty employees hired on or after the effective date of this restatement, a member shall be eligible for retirement following the earlier of the date on which a participant has reached the age of sixty years and completed twenty -five years of credited service; or the date on which a participant has reached the age of sixty -five years and completed ten years of credited service . Mr. Heatherington and Mr. Hornaday have met the non-hazardous duty criteria. Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a member shall be eligible for retirement following the earlier of the date on which the participant Page 1 City of Clearwater Printed on 11/8/2017 File Number: ID#17-3920 has completed twenty years of credited service regardless of age, or the date on which the participant has reached fifty -five years and completed ten years of credited service. Mr. Sammartano has met the hazardous duty criteria. APPROPRIATION CODE AND AMOUNT: N/A USE OF RESERVE FUNDS: N/A Page 2 City of Clearwater Printed on 11/8/2017 Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4042 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.4 SUBJECT/RECOMMENDATION: Approve the termination of small cap value equity money manager Systematic Financial Management and authorize the appropriate officials to execute same. SUMMARY: Systematic was hired as a small cap value equity manager for the plan in July 2003. As of June 30, 2017, the market value of the plan ’s investment in Systematic ’s small cap value equity product totaled $12.34 million, or 1.28% of the total investment portfolio. Systematic’s performance has steadily declined in recent years, as detailed below. The Pension Investment Committee unanimously recommends termination at this time. Percentile As of 6/30/2017 Systematic Ranking Benchmark Last 3 years 3.21% 99th 7.02% Last 5 years 12.22% 95th 13.38% Staff will be bringing a separate agenda item forward for replacement of Systematic in the small cap value equity investment category. Page 1 City of Clearwater Printed on 11/8/2017 ::KLWLQJ6WUHHW6XLWH7DPSD)/Ƈ7HO    (ULF:%DLOH\&)$-RKQ-*ULIILWK 0DQDJLQJ3ULQFLSDO 6HQLRU,QYHVWPHQW&RQVXOWDQW &,7<2)&/($5:$7(5 (03/2<((63(16,213/$1  3(5)250$1&(5(9,(: June 30, 201 7$%/(2)&217(176 ,PSRUWDQW'LVFODLPHU,QIRUPDWLRQ &DSLWDO0DUNHWV5HYLHZ )XQG2YHUYLHZ 3HUIRUPDQFH5HYLHZ 7RWDO)XQG 'RPHVWLF(TXLW\ ,QWHUQDWLRQDO(TXLW\ )L[HG,QFRPH 5HDO(VWDWH $SSHQGL[ ,03257$17',6&/$,0(5,1)250$7,21 This report has been created as a courtesy for the clients of CapTrust Advisors, LLC. The information contained herein was taken from sources believed to be reliable, but no representation or warranty is made as to its accuracy or completeness. Performance Comparison Page Information: Shaded areas represent where the investment objective was achieved either by: 1) The investment return versus the index; 2) The investment return universe ranking (The lower the number the better the ranking) Due to methodologies utilized by our systems, the performance results presented are calculated and presented beginning on the last day of an account's inception month. Results do not include the interim period from an account's inception date to an account's first month-end. For example, for an account that has an inception date of March 15, this report begins measuring performance as of March 31. Omission of performance during this interim period is likely to result in different performance figures than if the interim period's performance was included in this report. Prior to January 1st 2016, manager returns were reported both gross and net of fees depending on custody arrangements and past practices. Effective January 1st 2016, prospectively, all manager returns will be reported net of fees. Past performance is no guarantee of future performance. This report is not the official record of your account. However, it has been prepared to assist you with your investment planning and is for information purposes only. Your Client Statement is the official record of your account. Therefore, if there are any discrepancies between this report and your Client Statement, you should rely on the Client Statement and call your Financial Advisor if you have any questions. Transactions requiring tax consideration should be reviewed carefully with your accountant or tax advisor. This is not a substitute for your own records and the year-end 1099 form. Cost data and acquisition dates provided by you are not verified by CapTrust Advisors, LLC. Indices are unmanaged and you cannot invest directly in an index. For index definitions, please see the Capital Markets Review. 11 2 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 Index QTR YTD 1 Yr 3 Yr 5 Yr 10 Yr Domestic Fixed Income 3 month T-Bill 0.20% 0.31% 0.49% 0.23% 0.17% 0.58% Barclays Capital 1-3 year Gov't 0.20% 0.48% -0.07% 0.71% 0.65% 2.01% Barclays Capital Interm Gov't 0.66% 1.20% -1.25% 1.47% 1.07% 3.39% Barclays Capital Interm Credit 1.38% 2.54% 1.36% 2.60% 2.99% 4.87% Barclays Capital Interm Govt/Cred 0.94% 1.73% -0.21% 1.92% 1.77% 3.87% Barclays Capital Aggregate Bond 1.45% 2.27% -0.31% 2.48% 2.21% 4.48% Domestic Equity Standard & Poor's 500 3.09% 9.34% 17.90% 9.61% 14.63% 7.18% Dow Jones Industrial Average 3.95% 9.35% 22.12% 11.01% 13.45% 7.57% Wilshire 5000 Total Market 2.95% 8.73% 18.54% 9.34% 14.61% 7.29% Wilshire US REIT 1.78% 1.82% -1.71% 8.30% 9.35% 5.63% Russell 1000 - Large Cap 3.06% 9.27% 18.03% 9.26% 14.67% 7.29% Russell 1000 Growth - Large Cap 4.67% 13.99% 20.42% 11.11% 15.30% 8.91% Russell 1000 Value - Large Cap 1.34% 4.66% 15.53% 7.36% 13.94% 5.57% Russell Midcap 2.70% 7.99% 16.48% 7.69% 14.72% 7.67% Russell Midcap Growth 4.21% 11.40% 17.05% 7.83% 14.19% 7.87% Russell Midcap Value 1.37% 5.18% 15.93% 7.46% 15.14% 7.23% Russell 2000 - Small Cap 2.46% 4.99% 24.60% 7.36% 13.70% 6.92% Russell 2000 Growth - Small Cap 4.39% 9.97% 24.40% 7.64% 13.98% 7.82% Russell 2000 Value - Small Cap 0.67% 0.54% 24.86% 7.02% 13.39% 5.92% International Equity MSCI World 4.03% 10.66% 18.20% 5.24% 11.38% 3.97% MSCI EAFE 6.12% 13.81% 20.27% 1.15% 8.69% 1.03% MSCI ACWI ex US 5.78% 14.10% 20.45% 0.80% 7.22% 1.13% MSCI EM 6.27% 18.43% 23.75% 1.07% 3.96% 1.91% Blended Benchmarks 25% S&P 500 / 5% MSCI EAFE / 70% Barclays Agg 2.09% 4.62% 5.27% 4.20% 5.64% 4.98% 30% S&P 500 / 10% MSCI EAFE / 60% Barclays Agg 2.41% 5.55% 7.21% 4.49% 6.59% 4.94% 35% S&P 500 / 15% MSCI EAFE / 50% Barclays Agg 2.72% 6.48% 9.15% 4.78% 7.53% 4.91% 40% S&P 500 / 20% MSCI EAFE / 40% Barclays Agg 3.04% 7.41% 11.09% 5.07% 8.48% 4.87% 45% S&P 500 / 25% MSCI EAFE / 30% Barclays Agg 3.35% 8.34% 13.03% 5.36% 9.42% 4.83% 3 4.0 4.5 5.0 5.5 6.0 6.5 7.0 150 170 190 210 230 250 270 290 Dec‐13 Jun‐14 Dec‐14 Jun‐15 Dec‐15 Jun‐16 Dec‐16 Non‐Farm Payrolls Added Unemployment Rate U.S Economic Overview Labor market solid, while headline inflation slowed The final look at first-quarter U.S. gross domestic product (GDP) beat expectations and was revised higher, to a 1.4 percent annualized expansion rate. The change was driven by a rise in personal consumption. June’s nonfarm payrolls beat expectations, with 222,000 net jobs added (versus expectations of 178,000). The unemployment rate rose to 4.4 percent. Wages increased 0.2 percent month-over-month and 2.5 percent year-over-year. Headline inflation slowed, with the Consumer Price Index (CPI) declining by -0.1 percent and slowing to a 1.9 percent year-over-year increase. Excluding the more volatile food and energy components, the CPI rose 0.1 percent for the month and 1.7 percent year-over-year. June’s Institute for Supply Management (ISM) manufacturing and services surveys both surprised to the upside. The manufacturing survey increased to 57.8, while the services survey improved to 57.4. In June, consumer confidence was better than expected, at 118.9, above May’s downward revision. The present situation component rose to the highest level since 2001, yet future expectations continued their downward trend after peaking in March. Housing-market data was mixed. Housing starts and building permits declined by -5.5 and -4.9, respectively. Existing home sales increased 1.1 percent, to a seasonally-adjusted 5.62-million-unit annual pace. New home sales rose 2.9 percent, to a seasonally-adjusted annual rate of 610,000 units. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Source: Bloomberg Finance, LLP, 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 Non-Farm Payrolls (6mo Moving Average in 000s) Non-Farm Payrolls Have Slowed Since Their 2014 Highs Unemployment Rate ISM Surveys Indicate Solid Economic Growth in the Second Quarter PMI Index level 46 48 50 52 54 56 58 60 2013 2014 2015 2016 2017 ISM Manufacturing PMI 4 ‐15 ‐10 ‐5 0 5 10 15 2012 2013 2014 2015 2016 2017 International Economic Overview Businesses feeling more positive in the Eurozone and Japan Eurozone economic expansion beat consensus expectations as a final report on first-quarter GDP showed 1.9 percent growth. Business and consumer sentiment also improved, as the Eurozone Markit Manufacturing Purchasing Managers’ Index (PMI) rose to 57.4 and consumer confidence hit a 10-year high. The U.K. outlook remains uncertain as Brexit negotiations begin, particularly following the setback in last month’s general elections. Nonetheless, the latest measures of U.K. manufacturing and services PMIs were above 50, signaling expanding activity. While consumer confidence recently has eased, the latest read remains above lows set 12 months ago. In Japan, GDP growth remained positive for the past five quarters—its longest stretch in more than a decade. Recent Japanese industrial production data shows the fastest advance in activity since early 2014. Business sentiment also remains robust, with the latest Tankan business survey result climbing to its highest level in three years. Chinese industrial production slowed to 6.4 percent in May from a high of 8.0 percent in 2014. Following government reforms, business sentiment weakened as the China Markit Manufacturing PMI Index dipped below 50 in June, signaling contracting activity. Yet, confidence among Chinese consumers is at its highest level in more than 20 years. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Source: Bloomberg Finance, LLP, 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 Business Conditions Index Confidence in Japan at Highest Level Since Before 2014’s Sales Tax Hike Eurozone Business and Consumer Sentiment Have Pushed Higher PMI Index Level Consumer Confidence Index Level ‐15 ‐10 ‐5 0 46 48 50 52 54 56 58 Manufacturing PMI Consumer Confidence 5 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Source: Bloomberg Finance, LLP, 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. Stock Market Review and Strategy Equity asset classes posted positive year-to-date returns S&P 500 Index returns were positive, up 3.1% for the quarter. Financials were the standouts, followed by Health Care. The run-up in Financials came as the Federal Reserve (Fed) raised rates last month signaling stronger sector margins. Information Technology remains this year’s standout sector performer with a year- to-date (YTD) return of 17.2 percent. Mid-cap and small-cap equities slightly under- performed large caps for the quarter but produced returns of 2.7 percent and 2.5 percent respectively. Developed-market (DM) equities continued to show strong returns for the quarter, though they took a breather in June. Emerging-market (EM) equities held on to solid returns. The dollar depreciated against DM currencies, boosting returns for U.S. investors. Canada led DMs, while the U.K was weakest, due to anemic currency performance and political concerns. Dollar-denominated EM equities gained despite dollar appreciation versus EM currencies. Israel returned +6.6 percent in U.S.-dollar terms, fueling the 6.1 percent second quarter EM equity gains. South Africa was weak due to recession concerns. S&P 500 Sector ReturnsStock Market Total Returns** Period Ending June 30, 2017 *Annualized returns **Index returns do not reflect the deduction of fees, expenses or taxes. CAPITAL MARKETS REVIEW June 30, 2017 Equity Indexes June QTD YTD 1 Yr 3 Yr *5 Yr* MSCI AC World (net)0.5% 4.3% 11.5% 18.8% 4.8% 10.5% S&P 500 0.6% 3.1% 9.3% 17.9% 9.6% 14.6% Russell 1000 Growth -0.3% 4.7% 14.0% 20.4% 11.1% 15.3% Russell 1000 Value 1.6% 1.3% 4.7% 15.5% 7.4% 13.9% Russell Mid Cap 1.0% 2.7% 8.0% 16.5% 7.7% 14.7% Russell 2000 3.5% 2.5% 5.0% 24.6% 7.4% 13.7% MSCI EAFE (net) -0.2% 6.1% 13.8% 20.3% 1.1% 8.7% MSCI EM (net)1.0% 6.3% 18.4% 23.7% 1.1% 4.0% MSCI Frontier (net)0.6% 6.1% 15.6% 19.2% -3.4% 8.6% ‐2.9% ‐2.7% ‐2.7% ‐2.3% ‐1.2% ‐0.2% 1.4% 1.9% 1.9% 4.6% 6.4% ‐10.7% 17.2% 8.8% 8.0% 11.0% ‐12.6% 9.5% 9.2% 6.4% 16.1% 6.9% Telecom Information Technology Utilities Consumer Staples Consumer Discretionary Energy Industrials Materials Real Estate Healthcare Financials YTD Jun 6 0 2 4 6 8 10 12 14 16 18 20 Investment Grade High Yield Emerging Markets This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Barclays Capital, Morningstar 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. Bond Market Review and Strategy Bond prices subdued In June the Fed delivered a long-anticipated 25-basis-point rate hike (100 basis points equals 1 percent). The U.S. dollar remained fairly stable despite major headlines from the U.K. and other international markets. Domestic bond markets were generally higher for the quarter. Riskier and longer-dated sectors outperformed (as they have YTD). Municipals had positive returns for the quarter but declined in June. Many municipal/treasury yield ratios have fallen to levels near 12-month lows and are less attractive for taxable crossover (and other) buyers. Headline risk stemming from Illinois’ credit issues has led to some investor concern as well. Globally, an improved Eurozone economic environment supported peripheral markets. Australian and New Zealand markets were the top performers, supported by higher yields and firm currencies. EM bond performance was strong year-to-date but subdued in June. Local currency denominated bonds gained in dollar terms, mostly from yield Currencies were broadly unchanged against the dollar in aggregate. Mexico was a strong performer on investor perceptions that rate increases and the peso fall were coming to an end. Declines in commodity prices weighed on Russia and Colombia. *Annualized returns **Index returns do not reflect the deduction of fees, expenses or taxes. Fixed Income Market Total Returns** Period Ending June 30, 2017 Credit Spreads to Treasury Securities Yield Spread (%) CAPITAL MARKETS REVIEW June 30, 2017 Fixed Income Indexes June QTD YTD 1 Yr 3 Yr *5 Yr* Global Multiverse -0.1% 2.6% 4.6% -1.4% -0.2% 1.1% U.S. Aggregate -0.1% 1.4% 2.3% -0.3% 2.5% 2.2% U.S. Treasury Bills 0.1% 0.2% 0.3% 0.4% 0.2% 0.1% U.S. Short-Term Taxable 0.0% 0.3% 0.7% 0.4% 1.0% 1.0% U.S. Interm-Term Taxable -0.4% 1.1% 1.8% -0.4% 2.2% 2.1% U.S Long-Term Taxable 0.8% 4.3% 5.8% -1.3% 5.2% 4.0% U.S. Treasury -0.2% 1.2% 1.9% -2.3% 2.0% 1.3% U.S. Corporate 0.3% 2.5% 3.8% 2.3% 3.6% 4.0% U.S. Municipal -0.4% 2.0% 3.6% -0.5% 3.3% 3.3% U.S. TIPS -0.9% -0.4% 0.9% -0.6% 0.6% 0.3% U.S. High Yield 0.1% 2.2% 4.9% 12.8% 4.5% 6.9% Developed ex. U.S.-0.3% 3.5% 5.6% -5.7% -2.0% -0.9% Emerging Market -0.3% 2.2% 6.2% 5.5% 4.6% 5.2% 7 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Bloomberg Finance LLP, Morningstar, 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. Real Assets Review and Strategy Collapse of oil prices hurt commodities Domestic real estate remained strong for the quarter. Broad-based commodity indices and master limited partnerships (MLPs) had losses for the quarter, both adversely affected by the collapse in oil prices. International real estate investment trusts (REITs) have benefited from improving investor confidence and relatively lower U.S. growth expectations. Domestic REITs benefited from largely upbeat economic news. Interest rates remain the main risk for public real estate. MLPs were down over 6 percent for the quarter due to falling oil prices. Oil prices rebounded significantly in late June, and MLPs ended the month of June with only a slight loss. Commodities lagged other asset classes for the quarter. Prices got some support from a weak dollar, but precious metals and energy commodities brought the major indices negative. Crude-oil and natural-gas demand failed to keep up with production. *Annualized returns **Index returns do not reflect the deduction of fees, expenses or taxes. Real Asset Total Returns** Period Ending June 30, 2017 Crude Oil vs. Gold 0 200 400 600 800 1000 1200 1400 1600 1800 2000 20 40 60 80 100 120 140 160 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Crude Oil Gold Oil Price per Barrel (US$) Gold Price per Ounce (US$) CAPITAL MARKETS REVIEW June 30, 2017 REIT/Commodity Indexes June QTD YTD 1 Yr 3 Yr *5 Yr* Public Real Estate 0.9% 3.0% 5.4% 1.1% 4.6% 8.4% U.S. REITs 2.0% 2.3% 4.9% 0.2% 8.9% 10.0% International REITs -0.8% 5.0% 10.1% 6.0% 1.4% 7.4% S&P GSCI Commodity -1.9% -5.5% -10.2% -9.0% -24.8% -13.7% Bloomberg Commodity -0.2% -3.0% -5.3% -6.5% -14.8% -9.2% RICI Commodity -0.4% -4.1% -5.8% -3.6% -16.5% -8.8% MLPs -0.6% -6.4% -2.7% 0.4% -11.2% 1.8% 8 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Bloomberg Finance LLP., Cambridge Associates, 7/10/17 Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. Alternatives Review and Strategy Decline in oil hurt macro strategy Relative Value: Relative Value showed slightly positive returns for the quarter. Legacy commercial mortgage-backed securities continue to mature and pay down principal, with defaults well below expectations from just a few months ago. Macro: It was a challenging quarter for many Macro managers, especially those that had short positions on volatility ahead of the nearly 50 percent jump in the CBOE Volatility Index® (VIX®) on June 29. Sharp moves in oil were challenging for both Discretionary and Systematic Macro strategies. Event Driven: While corporate deal activity remained healthy and quarterly returns were positive, June was a good reminder that not all deals end as planned. A high visibility drug-store-chain merger agreement was scuttled due to heavy antitrust scrutiny. Offsetting this was a $6.9 billion private-equity-firm acquisition of an office-supply chain that was the largest leveraged buyout of the year. Equity Hedge: Equity Hedge had strong returns for the quarter, up 2.3 percent. Gross leverage reached levels not seen since 2007. Managers were quick to reduce portfolio risk in June. Managers also reduced exposure to Energy and Health Care, while adding to Technology names. *Annualized returns **Index returns do not reflect the deduction of fees, expenses or taxes. AlternativesTotal Returns** Period Ending June 30, 2017 U.S. Private Equity Index Returns Quarterly Change (%) CAPITAL MARKETS REVIEW June 30, 2017 Alternative Indexes June QTD YTD 1 Year 3 Year *5 Year* Global Hedge Funds 0.4% 1.1% 3.7% 8.0% 2.6% 4.9% Relative Value 0.3% 0.6% 2.9% 7.9% 3.1% 5.5% Arbitrage 0.0% 0.4% 3.4% 5.2% 2.7% 3.4% Long/Short Credit 0.1% 0.9% 3.1% 10.1% 3.0% 5.1% Struct Credit/Asset Backed 0.6% 1.9% 4.6% 10.1% 4.8% 7.9% Macro -1.0% -0.7% -0.8% -2.5% 1.1% 1.0% Systematic -2.2% -1.6% -2.8% -7.7% 1.1% 0.2% Discretionary 0.0% 0.0% 0.7% 2.0% -0.3% 0.8% Event Driven 0.7% 1.8% 4.3% 12.8% 2.5% 6.1% Activist 1.3% 2.6% 4.2% 16.5% 6.4% 11.4% Distressed Credit 0.1% 0.6% 3.2% 14.8% 0.7% 5.7% Merger Arbitrage 0.9% 2.2% 3.1% 6.8% 3.3% 3.6% Equity Hedge 1.2% 2.3% 6.2% 12.5% 3.0% 6.3% Directional Equity 1.4% 2.8% 5.5% 11.1% 3.3% 6.5% Equity Market Neutral 0.0% -0.5% 0.7% 2.8% 2.9% 3.8% 9 Russell 1000 Value contains those Russell 1000 (larger capitalization) securities with a less-than-average growth orientation. Securities in this index generally have lower price-to-book and price-to-earnings ratios, higher dividend yields, and lower forecasted growth rates. Russell 1000 Growth contains those Russell 1000 (larger capitalization)securities with a greater-than-average growth orientation. Securities in this index generally have higher price-to-book and price-to-earnings ratios, lower dividend yields, and higher forecasted growth rates. Russell 2000 Value contains those Russell 2000 (smaller capitalization) securities with a less-than-average growth orientation. Securities in this index generally have lower price-to-book and price-to-earnings ratios than those in the Russell 2000 Growth Index. Russell 2000 Growth contains those Russell 2000 (smaller capitalization) securities with a greater-than-average growth orientation. Securities in this index generally have higher price-to-book and price-to-earnings ratios than those in the Russell 2000 Value Index. MSCI EAFE is the Morgan Stanley Capital International Europe, Australia, Far East Index designed to measure the performance of developed stock markets in these areas. Barclays Agg Bond is the Barclays Capital Aggregate Bond Index. This index includes U.S. government, corporate and mortgage-backed securities rated investment grade or higher with maturities up to 30 years. S&P 500 is a representative sample of 500 leading companies in leading industries of the U.S. economy. DJ Wilshire REIT is intended as a broad measure of the performance of publicly traded real estate equity. The index is comprised of companies whose charter is the equity ownership and operation of commercial real estate. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Russell Russell DJ Russell Barclays Russell DJ DJ DJ Russell Barclays Russell Russell DJ Russell Russell DJ Russell Russell Russe ll BEST 1000 2000 Wilshire 2000 Agg 2000 Wilshire Wilshire Wilshire 1000 Agg 1000 2000 Wilshire 2000 2000 Wilshire 1000 2000 1000 Growth Growth REIT Value Bond Growth REIT REIT REIT Growth Bond Growth Growth REIT Value Growth REIT Growth Value Growth 38.71% 43.09% 31.04% 13.96% 10.27% 48.53% 33.14% 14.00% 36.13% 11.81% 5.24% 37.21% 29.09% 9.37% 18.05% 43.30% 31.78% 5.67% 31.74% 13.99% Russell Russell DJ DJ Russell Russell Russell Russell DJ Barclays Russell Russell DJ Russell 1000 2000 Wilshire Wilshire 2000 2000 2000 2000 Wilshire Agg 1000 2000 Wilshire 1000 Growth Value REIT REIT Value Value Value Growth REIT Bond Value Value REIT Value 28.57%33.16% 22.83% 12.36% 3.60% 46.02% 22.25% 13.54% 26.34% 11.17% -28.92% 34.47% 28.07% 7.84%17.51%34.52%13 .6 9 %4.23%17.3 4 %13 .8 1% Barclays Barclays Russell Russell Russell Russell Russell Russell Russell Russell Russell Russell Agg Agg 2000 1000 2000 2000 1000 2000 1000 1000 1000 2000 Bond Bond Value Value Value Growth Value Value Growth Growth Value Growth 20.33% 27.30% 11.63% 8.44% -11.42% 39.16% 20.25%7.05%23.48% 7.05%-36.85%31.78% 24.50% 2.64% 17.32% 33.48%13 .4 5% 1.3 8 % 11.9 6 %9.97% Russell Russell Russell Russell DJ Russell Russell Russell Barclays DJ Russell DJ Russell Russell Barclays Russell 1000 1000 1000 1000 Wilshire 1000 1000 1000 Agg Wilshire 1000 Wilshire 1000 1000 Agg 2000 Value Value Value Value REIT Value Growth Value Bond REIT Growth REIT Value Growth Bond Growth 15.63% 21.04% 7.01% -5.59% -15.52%36.06%16.49%5.26%22.25%6.97%-37.00%2 8 .4 6 % 16 .71%2 .11%17.12 %32.53%13.05% 0.55% 11.32%9.34% Barclays Russell Russell Russell Russell Russell Russell Russell Barclays DJ Russell Agg 10 0 0 2000 10 0 0 2000 1000 1000 1000 Ag g Wilshire 10 0 0 Bond Value Growth Value Growth Growth Value Value Bond REIT Value 8.67%7.35% -9.10%-9.22% -15.94%30.03%14 .3 1%4.91% 15.79% 5.49%-38.44%26.46% 15.51% 0.39% 16.00% 32.39%5.97% -0.81% 7.24%4.66% Russell DJ Russell Russell Russell Russell Russell Russell Russell Russell Russell Russell Russell Barclays 2000 Wilshire 1000 2000 2000 10 0 0 2000 2000 2000 1000 2000 2000 1000 Agg Growth REIT Growth Value Growth Value Growth Value Growth Growth Growth Growth Growth Bond 1.23% -2.57% -13.96%-11.88% -22.09%29.76%10 .8 7%4.71% 13.35%-0.17%-38.54% 20.58%15.06%-2.91% 15.26% 23.29% 5.60% -1.38% 7.08% 2.27% Russell Barclays Russell Russell Russell Russell Russell Russell Russell DJ Russell Russell Russell DJ Russell Russell Barclays DJ 2000 Agg 1000 1000 1000 1000 2000 1000 2000 Wilshire 1000 2000 2000 Wilshire 2000 10 0 0 Agg Wilshire Value Bond Growth Growth Growth Growth Growth Growth Value REIT Value Value Growth REIT Value Value Bond REIT -6.46% -0.83% -22.42% -20.42% -27.89%28.67%6.30% 4.15% 9.07% -9.78% -39.20%19.69%7.75% -5.50% 14.59% 1.86% 4.22%-3.83%2.65% 1.82% DJ Russell Russell Russell Barclays Barclays Barclays Barclays DJ Barclays Barclays Barclays Barclays Russell Russell Wilshire 2000 2000 2000 Agg Agg Agg Agg Wilshire Agg Agg Agg Agg 2000 2000 WORS T REIT Value Growth Growth Bond Bond Bond Bond REIT Bond Bond Bond Bond Value Value -17.00% -1.49% -22.43% -22.00% -30.27% 4.11% 4.34% 2.43% 4.33% -17.56% -45.09% 5.93% 6.54% -12.14% 4.22% -2.02% -4.48% -7.47% 1.00% 0.54% S&P 500 MSCI EAFE MSCI EAFE MSCI EAFE S&P 500 MSCI EAFE S&P 500 S&P 500 MSCI EAFE S&P 500 MSCI EAFE MSCI EAFE MSCI EAFE S&P 500 MSCI EAFE S&P 500 S&P 500 S&P 500 MSCI EAFE S&P 500 S&P 500 S&P 500 MSCI EAFE S&P 500 MSCI EAFE MSCI EAFE S&P 500 S&P 500 MSCI EAFE MSCI EAFE MSCI EAFE MSCI EAFE S&P 500 MSCI EAFE S&P 500 S&P 500 S&P 500 MSCI EAFE S&P 500 MSCI EAFE 10 -60 -40 -20 0 20 40 60 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Domestic Equity vs. Fixed Income Mean 1 Standard Deviation 2 Standard Deviations Fixed Income Outperforming Domestic Equity OutperformingDomestic Equity vs. Fixed Income This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. Invasion of Iraq Asian CrisisBlack Monday - Oct '87 Aug '82 –DJIA 776 CAPITAL MARKETS REVIEW June 30, 2017 RELATIVE PERFORMANCE OF KEY INDICES -60 -40 -20 0 20 40 60 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Domestic Equity vs. Foreign Equity Mean 1 Standard Deviation 2 Standard Deviations Foreign Equity Outperforming Domestic Equity OutperformingDomestic Equity vs. Foreign Equity 11 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 RELATIVE PERFORMANCE OF KEY INDICES -40 -20 0 20 40 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Large Cap vs. Small Cap Mean 1 Standard Deviation 2 Standard Deviations Small Cap Outperforming Large Cap OutperformingLarge Cap vs. Small Cap -60 -40 -20 0 20 40 60 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Large Value vs. Large Growth Mean 1 Standard Deviation 2 Standard Deviations Growth Outperforming Value OutperformingLarge Value vs. Large Growth 12 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 RELATIVE PERFORMANCE OF KEY INDICES -60 -40 -20 0 20 40 60 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Small Value vs. Small Growth Mean 1 Standard Deviation 2 Standard Deviations Growth Outperforming Value OutperformingSmall Value vs. Small Growth Growth Outperforming Value Outperforming -80 -60 -40 -20 0 20 40 60 80 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Domestic Equity vs. REIT Mean 1 Standard Deviation 2 Standard Deviations REIT Outperforming Domestic Equity OutperformingDomestic Equity vs. REIT 13 This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. Data Sources: Morningstar Data provided by sources believed to be reliable but no guarantee is made as to its accuracy. Past performance is no guarantee of future performance. CAPITAL MARKETS REVIEW June 30, 2017 RELATIVE PERFORMANCE OF KEY INDICES -120 -100 -80 -60 -40 -20 0 20 40 60 80 100 120 12/79 - 12/8012/80 - 12/8112/81 - 12/8212/82 - 12/8312/83 - 12/8412/84 - 12/8512/85 - 12/8612/86 - 12/8712/87 - 12/8812/88 - 12/8912/89 - 12/9012/90 - 12/9112/91 - 12/9212/92 - 12/9312/93 - 12/9412/94 - 12/9512/95 - 12/9612/96 - 12/9712/97 - 12/9812/98 - 12/9912/99 - 12/0012/00 - 12/0112/01 - 12/0212/02 - 12/0312/03 - 12/0412/04 - 12/0512/05 - 12/0612/06 - 12/0712/07 - 12/0812/08 - 12/0912/09 - 12/1012/10 - 12/1112/11-12/1212/12-12/1312/13-12/1412/14-12/15Fixed Income vs. REIT Mean 1 Standard Deviation 2 Standard Deviations REIT Outperforming Fixed Income OutperformingFixed Income vs. REIT 14 FIRM:Wells Fargo Advisors is the trade name used by two separate, registered broker/dealers and nonbank affiliates of Wells Fargo & Company, providing certain retail securities brokerage services: Wells Fargo Advisors, LLC., member FINRA, SIPC, and Wells Fargo Financial Network, LLC, member FINRA, SIPC. Investments in securities and insurance products are: NOT FDIC-INSURED/NOT BANK-GUARANTEED/MAY LOSE VALUE. CONFLICTS OF INTEREST:To review important information about certain relationships and potential conflicts of interest that may exist between Wells Fargo Advisors , its affiliates, and the companies that are mentioned in this report, please visit the our research disclosure page at www.wellsfargoadvisors.com/gotoresearchdisclosures or call your Financial Advisor. STATEMENT OF OPINION: This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Any opinions expressed or implied herein are not necessarily the same as those of Wells Fargo Advisors or its affiliates and are subject to change without notice. The report herein is not a complete analysis of every material fact in respect to any company, industry or security. Any market prices are only indications of market values and are subject to change. The material has been prepared or is distributed solely for information purposes and is not a solicitation or an offer to buy any security or instrument or to participate in any trading strategy. Additional information is available upon request. ASSET CLASS SUITABILITY:Stocks of small companies are typically more volatile than stocks of larger companies. They often involve higher risks because they may lack the management expertise, financial resources, product diversification and competitive strengths to endure adverse economic conditions. High-yield, non-investment grade bonds are only suitable for aggressive investors willing to take greater risks, which could result in loss of principal and interest payments. Global/International investing involves risks not typically associated with US investing, including currency fluctuations, political instability, uncertain economic conditions and different accounting standards. PAST PERFORMANCE:Past performance is not an indication of future results. ASSET CLASS PERFORMANCE REPRESENTATIONS:Long Term Treasuries = BC Treasury Long; Municipals = BC Municipal; Foreign Bonds = Salomon World BIG – IB; US Govt/Credit = BC Govt/Credit; Mtge Backed Securities = ML Mortgage Master; Corporate Bonds = Salomon Corporate; 90 Day T-Bills = Salomon; Japanese Stocks = Salomon Japan BMI; High Yield Bonds = ML High Yield Master; Small Cap US Value = RU 2000 Value; MidCap US Stocks = RU Midcap; Large Cap US Value = RU 1000 Value; European Stocks = Salomon Europe BMI; Small Cap US Stocks = RU 2000; Lg Cap US Growth = RU 1000 Growth; Latin American Stocks = Salomon Latin America BMI; Sm Cap US Growth = RU 2000 Growth BROAD EQUITY MARKET & SECTOR PERFORMANCE REPRESENTATIONS: Large-Cap = S&P 500 or Russell 1000; Mid-Cap = RU Midcap; Small-Cap = RU 2000; International = MSCI EAFE DATA SOURCES:Information found in this document was derived from the following sources: Zephyr Associates StyleAdvisor, Informa M-Watch, Investor Force, Barclays Capital, MSCI Barra, Standard & Poor’s, and Morningstar. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. CAPITAL MARKETS REVIEW June 30, 2017 GENERAL DISCLOSURE STATEMENT 15 Dow Jones Industrial Average - This index is comprised of 30 "blue-chip" US stocks selected for their history of successful growth and wide interest among investors. The DJIA represents about 20% of the total market value of all US stocks and about 25% of the NYSE market capitalization. It is a price-weighted arithmetic average, with the divisor adjusted to reflect stock splits and the occasional stock switches in the index. NASDAQ Composite - A cap-weighted index comprised of all common stocks that are listed on the NASDAQ Stock Market (National Association of Securities Dealers Automated Quotation system). S&P 500 - A broad-based measurement of changes in stock market conditions based on the average performance of 500 widely held common stocks. This index does not contain the 500 largest companies nor the most expensive stocks traded in the U.S. While many of the stocks are among the largest, this index also includes many relatively small companies. This index consists of approximately 380 industrial, 40 utility, 10 transportation and 70 financial companies listed on U.S. market exchanges. It is a capitalization-weighted index (stock price times number of shares outstanding), calculated on a total return basis with dividends reinvested. S&P 500/Citigroup Growth - The S&P/Citigroup Growth tracks the performance of those stocks in the S&P 500 with lower book-to-price ratios. A cap-weighted index, it is rebalanced semi-annually, based on its price-to-book ratios and market capitalizations at the close of trading one month prior. The index is adjusted each month to reflect changes in the S&P 500. This index is more heavily weighted in the consumer non-cyclical, health care, and technology sectors than the S&P 500. S&P 500/Citigroup Value - The S&P Citigroup/Value tracks the performance of those stocks in the S&P 500 with higher book-to-price ratios. A cap-weighted index, it is rebalanced semi-annually on January 1 and July 1, based on its book-to- price ratios and market capitalizations at the close of trading one month prior. The index is adjusted each month to reflect changes in the S&P 500. This index tends to be more heavily concentrated in the energy and financial sectors than the S&P 500. Russell 1000 - The 1000 largest companies in the Russell 3000 index, based on market capitalization. Russell 1000 Growth - A segment of the Russell 1000 with a greater-than-average growth orientation. Companies in this index have higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values than the Russell 1000 Value index. Russell 1000 Value - Represents a segment of the Russell 1000 with a less-than-average growth orientation. Companies in this index have low price-to-book and price-earnings ratios, higher dividend yields and lower forecasted growth values than the Russell 1000 Growth Index. Russell Mid Cap - The index consisting of the bottom 800 securities in the Russell 1000 as ranked by total market capitalization, and it represents over 35% of the Russell 1000 total market cap. Russell 2000 - The 2000 smallest companies in the Russell 3000 index. Russell 2000 Growth - A segment of the Russell 2000 with a greater-than-average growth orientation. Companies in this index have higher price-to-book and price-earnings ratios, lower dividend yields and higher forecasted growth values than the Russell 2000 Value index. Russell 2000 Value - A segment of the Russell 2000 with a less-than-average growth orientation. Companies in this index have low price-to-book and price-earnings ratios, higher dividend yields and lower forecasted growth values than the Russell 2000 Growth index. Russell 2500 - The index consisting of the bottom 500 stocks in the Russell 1000(as ranked by market capitalization) and all of the stocks in the Russell 2000. This index is intended to be used as a measure of small to medium/small stock performance, and it represents over 22% of the Russell 3000 total market cap. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. CAPITAL MARKETS REVIEW June 30, 2017 GENERAL DISCLOSURE STATEMENT 16 MSCI EAFE - A market capitalization-weighted index representing all of the MSCI developed markets outside North America. It comprises 20 of the 22 countries in the MSCI World. These 20 countries include the 14 European countries in the MSCI Europe and the 6 Pacific countries in the MSCI Pacific. This index is created by aggregating the 20 different country indexes, all if which are created separately. MSCI World - This market capitalization-weighted index represents all 22 of the MSCI developed markets in the world. It is created by aggregating the 22 different country indexes, all if which are created separately. MSCI Emerging Markets Free (EMF)- A market capitalization-weighted index representing 26 of the emerging markets in the world. Several factors are used to designate whether a country is considered to be emerging vs. developed, the most common of which is Gross Domestic Product Per Capita. The "Free" aspect indicates that this index includes only securities that are allowed to be purchased by global investors. This index is created by aggregating the 26 different country indexes, all if which are created separately. Barclays Capital Government/Credit - This index includes all bonds that are in the Barclays Capital Government Bond and the Barclays Capital Credit Bond indices. Barclays Capital Government Intermediate - All bonds covered by the Barclays Capital Government Bond index with maturities of 1 and 10 years. Barclays Capital Aggregate Bond - This index is made up of the Barclays Capital Government/Credit, the Mortgage- Backed Securities, and the Asset-Backed Securities indices.All issues in the index are rated investment grade or higher, have at least one year to maturity, and have an outstanding par value of at least $100 million. Barclays Capital Government Long Term - All bonds covered by the Barclays Capital Government Bond index with maturities of 10 years or greater. Barclays Capital Municipal Bond - This market cap weighted index includes investment grade tax-exempt bonds and is classified into four main sectors: General Obligation, Revenue, Insured, and Pre-refunded. To be included in this index, the original transaction size of a bond must have been greater than $50 million. Merrill Lynch Convertibles - The convertible securities used in this index span all corporate sectors and must have a par amount outstanding of $25 million or more. The maturity must be at least one year. The coupon range must be equal to or greater than zero and all quality of bonds are included. Excluded from this index are preferred equity redemption stocks. When the component bonds of this index convert into common stock, the converted securities are dropped from the index. Merrill Lynch High Yield Master - Market-cap weighted index providing a broad-based measure of bonds in the US domestic bond market rated below investment grade but not in default. Includes only issues with a credit rating of BB1 or below as rated by Moody’s and/or S&P, at least $100 million in face value outstanding and a remaining term to final maturity equal to or greater than one year. Dow Jones Wilshire REIT Index - A measurement of equity REITs and Real Estate Operating Companies. No special- purpose or health care REITs are included. It is a market capitalization-weighted index for which returns are calculated monthly using buy and hold methodology; it is rebalanced monthly. Citigroup3MonthTreasuryBill- Representing the monthly return equivalents of yield averages that are not marked to market, this index is an average of the last three three-month Treasury bill issues. 50/50 Blend (S&P 500/BCIGC)– A blended benchmark consisting of 50% S&P 500 and 50% Barclays Capital Government/Credit Intermediate indices. This and/or the accompanying information was prepared by or obtained from sources which Wells Fargo Advisors believes to be reliable but does not guarantee its accuracy. Please see important disclosure and reference information at the conclusion of this report. Past performance is not indicative of future results. CAPITAL MARKETS REVIEW June 30, 2017 GENERAL DISCLOSURE STATEMENT 17 18 City of Clearwater Employees Pension Fund Asset Allocation vs Target & Policy Total Fund As of 6/30/17 Manager Market Value Actual %Policy % Voya Investment Mgmt NTGI-QM R1000V Eagle Capital Management Manning and Napier Artisan Partners Wedge Capital Mgmt Atlanta Capital Mgmt Systematic Financial Mgt Riverbridge Partners Total Domestic Equity Eaton Vance Mgmt WCM Investment Management Thompson, Siegel & Walmsley Total International Equity Dodge & Cox Western Asset Management Co. Security Lending Income Account In House Account Total Domestic Fixed Income Multi Employer Property Trust Security Capital Molpus Woodlands Group Hancock USAA U.S. Real Estate Investment Fund Total Real Estate Total Fund 128,772,224.55 44,191,896.26 44,307,388.23 39,205,062.86 42,468,383.69 38,437,302.09 13,033,467.20 12,343,928.69 27,587,981.46 390,347,635.03 36,446,616.13 76,720,977.71 76,992,986.39 190,160,580.23 127,420,967.40 127,765,914.21 533,052.81 1,266,007.55 256,985,941.97 45,267,168.80 37,586,948.09 11,915,495.00 8,325,723.00 10,896,411.69 11,375,139.00 125,366,885.58 962,861,042.81 13.37 4.59 4.60 4.07 4.41 3.99 1.35 1.28 2.87 40.54 3.79 7.97 8.00 19.75 13.23 13.27 0.06 0.13 26.69 4.70 3.90 1.24 0.86 1.13 1.18 13.02 100.00 39.00 18.00 28.00 15.00 19 City of Clearwater Employees Pension Fund Sources of Fund Growth Total Fund 3/31/17 - 6/30/17 Manager Name Beginning Value Net Contrib Invest Fees Invest Gain/Loss Ending Value Voya Investment Mgmt NTGI-QM R1000V Eagle Capital Management Manning and Napier Artisan Partners Wedge Capital Mgmt Atlanta Capital Mgmt Systematic Financial Mgt Riverbridge Partners Equity Earnest Partners CLOSED Eaton Vance Mgmt WCM Investment Management Thompson, Siegel & Walmsley International EQ Comp Dodge & Cox Western Asset Management Co. Security Lending Income Account In House Account Fixed Income Comp Multi Employer Property Trust Security Capital Molpus Woodlands Group Hancock USAA U.S. Real Estate Investment Fund Real Estate Comp Total Fund 123,054,077 43,584,704 42,624,257 38,006,112 39,681,482 37,171,908 12,602,106 12,422,411 25,302,131 374,449,187 5,413 35,096,682 70,065,800 72,499,597 177,667,492 125,723,872 125,874,546 372,616 12,212,572 264,183,606 44,628,618 37,231,997 11,915,495 8,393,734 10,957,199 11,242,001 124,369,045 940,669,331 127,950 4,358 85,674 62,892 84,348 59,216 25,872 30,764 61,669 542,743 -5,449 0 113,282 196,330 304,162 65,158 84,088 159,337 -10,946,564 -10,637,982 0 60,358 0 -68,011 0 0 -7,653 -9,798,729 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5,590,198 602,833 1,597,458 1,136,058 2,702,554 1,206,178 405,490 -109,247 2,224,181 15,355,704 NA 1,349,934 6,541,896 4,297,059 12,188,889 1,631,938 1,807,281 1,100 0 3,440,318 638,551 294,593 0 0 -60,788 133,138 1,005,494 31,990,441 128,772,225 44,191,896 44,307,388 39,205,063 42,468,384 38,437,302 13,033,467 12,343,929 27,587,981 390,347,635 NA 36,446,616 76,720,978 76,992,986 190,160,580 127,420,967 127,765,914 533,053 1,266,008 256,985,942 45,267,169 37,586,948 11,915,495 8,325,723 10,896,412 11,375,139 125,366,886 962,861,043 20 City of Clearwater Employees Pension Fund Executive Summary Table Periods Ending June 30, 2017 Net of Fee Return Name Value $(000) Periods Ending 6/30/17 Cur Qtr 1 Year 3 Yrs 5 Yrs 7 Yrs 10 Yrs 15 Yrs Since Inception Ret Date Total Fund Policy Index Secondary Benchmark Domestic Equity Comp S&P 500 Large Cap Equity Comp R1000 Eagle Capital Management Russell 1000 Value Manning and Napier Russell 1000 Value NTGI-QM R1000V R1000V Voya Investment Mgmt R1000G Mid Cap Equity Comp R Mid Cap Artisan Partners R Mid Cap G Wedge Capital Mgmt R Mid Cap V Small Cap Equity Comp R2000 Atlanta Capital Mgmt Russell 2000 Riverbridge Partners R2000G Systematic Financial Mgt R2000V International EQ Comp MSCI ACWI ex US (Net) Eaton Vance Mgmt MSCI Emg Mkts Thompson, Siegel & Walmsley MSCI EAFE (Net) WCM Investment Management MSCI ACWI ex US (Net) 962,861 390,348 256,477 44,307 39,205 44,192 128,772 80,906 42,468 38,437 52,965 13,033 27,588 12,344 190,161 36,447 76,993 76,721 3.41 3.04 2.87 4.10 3.09 3.61 3.06 3.75 1.34 2.99 1.34 1.38 1.34 4.54 4.67 5.09 2.70 6.81 4.21 3.24 1.37 5.01 2.46 3.22 2.46 8.79 4.39 -0.88 0.67 6.86 5.78 3.85 6.38 5.92 6.12 9.34 5.78 11.85 10.44 11.34 19.49 17.90 19.14 18.03 23.41 15.53 15.99 15.53 15.36 15.53 20.09 20.42 18.53 16.48 17.20 17.05 19.68 15.93 22.85 24.60 14.15 24.60 28.26 24.40 22.85 24.86 18.40 20.45 17.69 24.17 20.32 20.26 17.14 20.45 6.25 5.91 9.34 9.61 10.00 9.26 10.19 7.36 8.24 7.36 7.38 7.36 11.31 11.11 8.29 7.69 7.18 7.83 9.29 7.46 8.54 7.36 10.47 7.36 10.09 7.64 3.21 7.02 -1.43 1.21 -1.16 1.44 9.75 9.03 14.85 14.63 14.98 14.67 14.12 13.94 15.36 15.30 14.98 14.72 13.70 14.20 16.06 15.14 14.04 13.70 15.27 13.94 14.16 13.98 12.22 13.38 5.11 8.91 3.25 4.33 10.50 10.08 15.72 15.41 15.28 15.43 14.27 14.31 16.71 16.48 16.42 15.28 16.38 15.24 16.33 15.29 16.09 14.35 17.04 13.89 13.48 13.50 5.46 8.22 3.54 4.22 6.72 5.86 8.14 7.18 7.53 7.29 5.62 5.56 9.61 8.91 9.19 7.67 10.02 7.87 9.09 7.23 8.15 6.92 11.83 6.18 5.70 5.92 0.83 1.38 7.74 7.96 9.45 8.34 8.60 8.62 9.71 9.03 10.74 10.50 11.43 10.34 5.76 6.70 9.19 9.27 11.27 10.48 10.53 10.47 14.41 12.28 11.99 12.28 5.62 5.56 11.74 10.13 12.51 11.70 9.91 8.10 9.41 7.48 10.07 9.30 12.51 9.34 15.52 13.71 8.66 9.14 4.79 5.33 0.69 0.97 2.80 3.01 8.80 4.31 12/31/87 12/31/87 12/31/15 12/31/87 12/31/87 3/31/88 3/31/88 1/31/13 1/31/13 1/31/13 1/31/13 6/30/07 6/30/07 12/31/87 12/31/87 3/31/88 3/31/88 7/31/01 7/31/01 2/28/07 2/28/07 8/31/03 8/31/03 8/31/03 8/31/03 9/30/10 9/30/10 8/31/03 8/31/03 5/31/01 5/31/01 4/30/08 4/30/08 7/31/15 7/31/15 7/31/15 7/31/15 21 City of Clearwater Employees Pension Fund Executive Summary Table Periods Ending June 30, 2017 Net of Fee Return Name Value $(000) Periods Ending 6/30/17 Cur Qtr 1 Year 3 Yrs 5 Yrs 7 Yrs 10 Yrs 15 Yrs Since Inception Ret Date Fixed Income Comp BC Agg Dodge & Cox BC Agg In House Account 3-month T-Bill Security Lending Income Account 3-month T-Bill Western Asset Management Co. BC Agg Real Estate Comp Policy Index Hancock NCREIF Timberland Index Molpus Woodlands Group NCREIF Timberland Index Multi Employer Property Trust NCREIF ODCE Security Capital Wilshire RESI U.S. Real Estate Investment Fund NCREIF ODCE Fund Index USAA NCREIF ODCE Fund Index 256,986 127,421 1,266 533 127,766 125,367 8,326 11,915 45,267 37,587 11,375 10,896 1.31 1.45 1.30 1.45 0.00 0.18 0.27 0.18 1.44 1.45 0.81 1.84 0.00 0.70 0.00 0.70 1.43 1.70 0.79 1.91 1.18 1.70 -0.55 1.70 1.57 -0.31 2.62 -0.31 0.00 0.46 2.13 0.46 0.33 -0.31 3.15 1.72 -0.66 3.35 1.01 3.35 6.16 7.87 -2.52 -1.23 12.13 7.87 9.57 7.87 3.08 2.48 3.08 2.48 0.00 0.20 3.56 0.20 2.91 2.48 7.92 9.81 2.56 5.54 3.06 5.54 9.82 11.34 7.83 8.82 3.18 2.21 3.61 2.21 -0.00 0.15 3.60 0.15 2.61 2.21 8.65 10.53 4.80 7.16 5.29 7.16 9.50 11.78 8.93 9.70 3.94 3.19 4.27 3.19 -0.00 0.13 4.71 0.13 3.51 3.19 11.84 13.59 12.53 13.50 5.21 4.48 5.41 4.48 -0.00 0.51 6.73 0.51 4.88 4.48 4.99 4.48 -0.00 1.23 6.31 6.43 4.95 4.12 0.62 3.21 5.67 1.21 4.55 4.19 5.72 6.98 5.52 7.17 4.41 6.13 10.25 12.71 6.21 6.84 9.53 8.21 9.10 9.82 12/31/87 12/31/87 2/29/04 2/29/04 12/31/87 12/31/87 6/30/03 6/30/03 9/30/04 9/30/04 4/30/08 4/30/08 5/31/12 5/31/12 6/30/11 6/30/11 9/30/10 9/30/10 4/30/08 4/30/08 12/31/15 12/31/15 6/30/15 6/30/15 22 City of Clearwater Employees Pension Fund Executive Summary Table June 30, 2017 Net of Fee Return Name Value $(000) Calendar Years YTD 2016 2015 2014 2013 2012 Total Fund Policy Index Domestic Equity Comp S&P 500 Large Cap Equity Comp R1000 Eagle Capital Management Russell 1000 Value Manning and Napier Russell 1000 Value NTGI-QM R1000V R1000V Voya Investment Mgmt R1000G Mid Cap Equity Comp R Mid Cap Artisan Partners R Mid Cap G Wedge Capital Mgmt R Mid Cap V Small Cap Equity Comp R2000 Atlanta Capital Mgmt Russell 2000 Riverbridge Partners R2000G Systematic Financial Mgt R2000V International EQ Comp MSCI ACWI ex US (Net) Eaton Vance Mgmt MSCI Emg Mkts Thompson, Siegel & Walmsley MSCI EAFE (Net) WCM Investment Management MSCI ACWI ex US (Net) Fixed Income Comp BC Agg 962,861 390,348 256,477 44,307 39,205 44,192 128,772 80,906 42,468 38,437 52,965 13,033 27,588 12,344 190,161 36,447 76,993 76,721 256,986 8.31 7.50 11.01 9.34 11.10 9.27 10.50 4.66 8.69 4.66 4.73 4.66 14.36 14.00 12.36 7.99 15.33 11.40 9.37 5.18 8.68 4.99 4.31 4.99 17.38 9.97 -2.56 0.54 16.60 14.10 14.11 18.60 13.17 13.81 21.50 14.10 2.31 2.27 6.63 7.32 9.61 11.96 8.88 12.05 10.16 17.34 13.85 17.34 17.03 17.34 4.26 7.08 6.73 13.80 -0.63 7.33 14.46 20.00 18.26 21.31 18.02 21.31 13.29 11.32 28.72 31.74 2.78 4.50 12.76 11.60 -0.19 1.00 -1.00 4.50 5.01 2.65 1.42 0.22 1.48 1.38 3.35 0.92 2.35 -3.83 -0.09 -3.83 -3.66 -3.83 7.07 5.67 -1.30 -2.44 3.38 -0.20 -5.72 -4.78 -1.70 -4.41 4.97 -4.41 -3.15 -1.38 -6.39 -7.47 -9.91 -4.29 -16.09 -14.60 0.30 0.55 8.32 9.91 11.31 13.69 13.45 13.25 13.39 13.45 10.46 13.45 13.54 13.45 14.42 13.05 13.38 13.21 6.96 11.91 19.82 14.74 0.39 4.89 3.50 4.89 0.20 5.60 -2.60 4.22 -5.56 -4.48 -4.41 -1.82 6.18 5.97 17.83 14.62 35.15 32.41 32.23 33.11 32.94 32.54 31.57 33.49 37.36 34.76 39.21 35.76 34.92 33.45 42.51 38.82 42.43 37.88 43.50 43.29 40.72 34.50 10.23 23.29 1.22 -2.27 -0.75 -2.02 13.93 13.17 18.37 15.98 17.02 16.42 18.09 17.50 18.95 15.26 22.00 17.26 20.82 15.80 23.16 18.48 17.61 16.34 12.53 18.05 17.83 14.59 23.50 18.05 17.61 17.90 18.55 18.62 6.53 4.22 23 City of Clearwater Employees Pension Fund Executive Summary Table June 30, 2017 Net of Fee Return Name Value $(000) Calendar Years YTD 2016 2015 2014 2013 2012 Dodge & Cox BC Agg In House Account 3-month T-Bill Security Lending Income Account 3-month T-Bill Western Asset Management Co. BC Agg Real Estate Comp Policy Index Hancock NCREIF Timberland Index Molpus Woodlands Group NCREIF Timberland Index Multi Employer Property Trust NCREIF ODCE Security Capital Wilshire RESI U.S. Real Estate Investment Fund NCREIF ODCE Fund Index USAA NCREIF ODCE Fund Index 127,421 1,266 533 127,766 125,367 8,326 11,915 45,267 37,587 11,375 10,896 2.41 2.27 0.00 0.30 0.42 0.30 2.37 2.27 1.68 2.78 -0.14 1.47 0.32 1.47 2.73 3.50 0.74 2.42 3.53 3.50 1.65 3.50 5.55 2.65 0.00 0.27 1.84 0.27 3.66 2.65 6.35 8.06 -1.27 2.59 0.48 2.59 8.02 8.76 5.71 7.62 10.72 8.76 12.34 8.76 -0.12 0.55 0.03 0.03 3.41 0.03 0.73 0.55 6.35 8.33 4.51 4.97 2.64 4.97 12.00 15.01 4.70 4.81 6.01 5.97 -0.02 0.03 7.12 0.03 6.65 5.97 21.77 25.22 4.58 10.50 7.02 10.50 12.21 12.49 33.13 31.53 0.65 -2.02 0.00 0.05 2.56 0.05 -2.46 -2.02 6.29 6.02 8.91 9.68 15.16 9.68 11.83 13.94 1.60 2.15 7.85 4.22 -0.00 0.07 6.93 0.07 5.07 4.22 11.69 15.41 0.77 7.75 4.70 10.94 16.22 17.55 24 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Total Fund Public Sponsors Periods Ending 6/17 High 1st Qt Median 3rd Qt Low T Total Fund Net Ret Rank 1 Policy Index Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 3.81 3.22 2.85 2.50 1.57 3.41 19 3.04 37 15.10 13.40 12.41 10.92 6.07 11.85 61 10.44 78 8.03 7.10 6.40 5.55 3.67 7.39 14 7.10 25 6.90 6.07 5.42 4.51 2.78 6.25 20 5.91 29 9.65 8.80 8.11 7.23 4.87 8.98 20 8.47 38 10.52 9.76 8.93 7.97 4.87 9.75 26 9.03 44 8.86 8.23 7.65 6.84 4.61 8.29 24 8.12 31 10.57 10.05 9.39 8.18 5.63 10.50 6 10.08 22 11.09 10.43 9.94 8.64 5.77 11.55 1 10.94 6 7.52 7.12 6.65 5.97 4.27 8.17 1 7.22 18 6.61 5.97 5.57 5.13 4.04 6.72 3 5.86 32 0% 2% 4% 6% 8% 10% 12% 14% 16% T1 T 1 T1 T1 T1 T 1 T1 T1 T 1 T 1 T 1 25 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Total Fund Public Sponsors Years Ending December High 1st Qt Median 3rd Qt Low T Total Fund Net Ret Rank 1 Policy Index Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 9.25 7.87 7.13 6.45 4.32 8.31 17 7.50 34 10.25 8.97 7.92 6.87 3.90 6.63 79 7.32 65 3.55 1.36 0.09 -1.25 -3.07 1.42 22 0.22 47 9.32 7.30 6.46 5.28 3.33 8.32 12 9.91 2 21.61 19.17 16.46 13.29 5.12 17.83 37 14.62 67 15.00 13.38 12.33 10.64 6.28 13.93 17 13.17 28 5.39 2.17 0.96 -0.36 -2.83 -0.36 75 1.81 32 16.20 13.97 12.62 11.01 6.06 17.73 2 13.96 25 27.83 22.06 19.16 15.35 4.37 30.28 2 26.00 7 -1.30 -20.32 -24.63 -27.15 -30.50 -27.10 74 -27.73 79 11.11 9.10 7.83 6.50 4.61 7.20 62 6.69 71 -35% -30% -25% -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% T1 T1 T1 T1 T 1 T1 T1 T 1 T 1 T1 T1 26 City of Clearwater Employees Pension Fund Performance Summary Total Fund June 30, 2017 -1.00.01.02.03.04.05.06.07.08.09.010.011.012.013.0 Qtr YTD 1 Year 3 Year 5 Year Incept 12/31/87 Total Fund Policy Index Net of Fee Returns Cur Qtr YTD 1 Year 3 Yrs 5 Yrs Incept Incept Date Cur Assets Total Fund Policy Index Rank Voya Investment Mgmt R1000G Rank NTGI-QM R1000V R1000V Rank Eagle Capital Management Russell 1000 Value Rank Manning and Napier Russell 1000 Value Rank Artisan Partners R Mid Cap G Rank Wedge Capital Mgmt R Mid Cap V Rank 3.41 3.04 19 4.54 4.67 57 1.38 1.34 78 3.75 1.34 15 2.99 1.34 32 6.81 4.21 19 3.24 1.37 1 8.31 7.50 17 14.36 14.00 45 4.73 4.66 75 10.50 4.66 5 8.69 4.66 20 15.33 11.40 13 9.37 5.18 1 11.85 10.44 61 20.09 20.42 64 15.36 15.53 58 23.41 15.53 6 15.99 15.53 49 17.20 17.05 75 19.68 15.93 35 6.25 5.91 20 11.31 11.11 22 7.38 7.36 63 10.19 7.36 8 8.24 7.36 40 7.18 7.83 67 9.29 7.46 13 9.75 9.03 26 15.36 15.30 57 14.12 13.94 41 13.70 14.20 82 16.06 15.14 8 9.19 9.27 11.74 10.13 5.62 5.56 72 14.41 12.28 11.99 12.28 9.91 8.10 9.41 7.48 12/31/87 12/31/87 6/30/07 1/31/13 1/31/13 7/31/01 2/28/07 $962,861,043 $128,772,225 $44,191,896 $44,307,388 $39,205,063 $42,468,384 $38,437,302 27 City of Clearwater Employees Pension Fund Performance Summary Total Fund June 30, 2017 Net of Fee Returns Cur Qtr YTD 1 Year 3 Yrs 5 Yrs Incept Incept Date Cur Assets Atlanta Capital Mgmt Russell 2000 Rank Systematic Financial Mgt R2000V Rank Riverbridge Partners R2000G Rank Eaton Vance Mgmt MSCI Emg Mkts Rank WCM Investment Management MSCI ACWI ex US (Net) Rank Thompson, Siegel & Walmsley MSCI EAFE (Net) Rank Dodge & Cox BC Agg Rank Western Asset Management Co. BC Agg Rank Security Lending Income Account 3-month T-Bill In House Account 3-month T-Bill 3.22 2.46 13 -0.88 0.67 81 8.79 4.39 3 3.85 6.38 74 9.34 5.78 6 5.92 6.12 57 1.30 1.45 63 1.44 1.45 56 0.27 0.18 0.00 0.18 4.31 4.99 35 -2.56 0.54 99 17.38 9.97 3 14.11 18.60 78 21.50 14.10 6 13.17 13.81 70 2.41 2.27 56 2.37 2.27 60 0.42 0.30 0.00 0.30 14.15 24.60 98 22.85 24.86 37 28.26 24.40 11 17.69 24.17 83 17.14 20.45 74 20.32 20.26 52 2.62 -0.31 34 0.33 -0.31 63 2.13 0.46 0.00 0.46 10.47 7.36 18 3.21 7.02 99 10.09 7.64 25 -1.16 1.44 91 3.08 2.48 38 2.91 2.48 46 3.56 0.20 0.00 0.20 15.27 13.94 56 12.22 13.38 95 14.16 13.98 58 3.25 4.33 95 3.61 2.21 33 2.61 2.21 52 3.60 0.15 -0.00 0.15 12.51 9.34 8.66 9.14 15.52 13.71 0.69 0.97 8.80 4.31 2.80 3.01 4.95 4.12 4.55 4.19 5.67 1.21 0.62 3.21 8/31/03 8/31/03 9/30/10 4/30/08 7/31/15 7/31/15 2/29/04 9/30/04 6/30/03 12/31/87 $13,033,467 $12,343,929 $27,587,981 $36,446,616 $76,720,978 $76,992,986 $127,420,967 $127,765,914 $533,053 $1,266,008 28 City of Clearwater Employees Pension Fund Performance Summary Total Fund June 30, 2017 Net of Fee Returns Cur Qtr YTD 1 Year 3 Yrs 5 Yrs Incept Incept Date Cur Assets Multi Employer Property Trust NCREIF ODCE Rank Security Capital Wilshire RESI Rank Molpus Woodlands Group NCREIF Timberland Index Rank Hancock NCREIF Timberland Index Rank USAA NCREIF ODCE Fund Index Rank U.S. Real Estate Investment Fund NCREIF ODCE Fund Index Rank 1.43 1.70 63 0.79 1.91 74 0.00 0.70 81 0.00 0.70 81 -0.55 1.70 84 1.18 1.70 68 2.73 3.50 58 0.74 2.42 80 0.32 1.47 82 -0.14 1.47 84 1.65 3.50 74 3.53 3.50 49 6.16 7.87 44 -2.52 -1.23 87 1.01 3.35 63 -0.66 3.35 72 9.57 7.87 22 12.13 7.87 14 9.82 11.34 45 7.83 8.82 65 3.06 5.54 80 2.56 5.54 83 9.50 11.78 57 8.93 9.70 67 5.29 7.16 84 4.80 7.16 85 10.25 12.71 6.21 6.84 4.41 6.13 5.52 7.17 9.10 9.82 55 9.53 8.21 9/30/10 4/30/08 6/30/11 5/31/12 6/30/15 12/31/15 $45,267,169 $37,586,948 $11,915,495 $8,325,723 $10,896,412 $11,375,139 29 30 City of Clearwater Employees Pension Fund Domestic Equity Comp as of 6/30/17 Microsoft Corp Apple Inc Amazon Com Inc Pepsico Inc Alphabet Inc Cl-A Unitedhealth Group I Johnson & Johnson Home Depot Inc Boston Scientific Co Aon Plc GICS Sector % Port Information Technology Information Technology Consumer Discretionary Consumer Staples Information Technology Health Care Health Care Consumer Discretionary Health Care Financials 3.15 2.27 1.93 1.81 1.76 1.64 1.30 1.27 1.18 1.11 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.81 3.91 13.54 16.57 6.63 13.97 13.68 26.70 1.24 0.96 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Domestic Equity Comp S&P 500 Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Domestic Equity Comp S&P 500 Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 4.10 3.09 374,449 543 15,356 390,348 11.01 9.34 363,349 -12,457 39,456 390,348 19.49 17.90 406,722 -83,007 66,633 390,348 9.34 9.61 450,915 -162,977 102,409 390,348 14.85 14.63 310,927 -182,185 261,606 390,348 8.14 7.18 334,428 -191,834 247,754 390,348 11.27 10.48 32,236 -191,834 549,946 390,348 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 31 City of Clearwater Employees Pension Fund Domestic Equity Comp as of 6/30/17 Cash & Equiv $8,492 2.18% Domestic Equity $381,856 97.82% Periods from 12/87 to 6/17 Alpha Beta R-Squared 0.08 1.09 0.93 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 E 1 T Annualized Standard Deviation% E Domestic Equity Comp 1 S&P 500 T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 11.27 10.48 3.32 16.86 15.02 1.31 0.47 0.48 0.00 0.20 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 32 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low E Domestic Equity Comp Net Ret Rank 1 S&P 500 Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 9.48 4.37 3.05 1.67 -0.89 4.10 28 3.09 44 28.05 22.22 18.51 16.00 7.95 19.49 42 17.90 61 13.24 10.72 9.34 7.08 0.17 9.41 48 10.73 24 12.59 9.70 8.51 6.79 1.47 9.34 35 9.61 28 15.62 13.61 12.44 10.98 5.64 12.96 40 13.19 31 17.22 15.71 14.61 13.21 9.82 14.85 40 14.63 48 14.66 13.12 12.48 11.10 7.21 12.63 45 13.05 29 18.02 16.04 15.35 14.27 11.81 15.72 31 15.41 45 18.90 16.70 15.38 14.67 10.23 16.20 30 15.29 57 13.69 11.10 9.92 9.40 5.29 10.59 34 9.71 67 10.89 8.95 7.66 6.74 2.47 8.14 40 7.18 66 -5% 0% 5% 10% 15% 20% 25% 30% E1 E 1 E 1 E1 E1 E1 E1 E1 E1 E1 E1 33 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low E Domestic Equity Comp Net Ret Rank 1 S&P 500 Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 18.75 11.02 8.92 5.01 -0.24 11.01 25 9.34 38 28.16 17.30 11.99 7.02 -1.13 9.61 66 11.96 50 8.15 1.68 -0.65 -3.96 -12.43 1.48 26 1.38 29 15.92 12.97 9.09 4.44 -5.17 11.31 37 13.69 14 45.15 37.78 33.13 28.47 0.04 35.15 37 32.41 57 22.64 17.93 15.90 12.32 2.35 18.37 21 15.98 48 8.11 2.19 -0.15 -4.09 -11.63 -0.21 50 2.12 27 32.86 25.21 17.11 13.93 5.75 22.53 32 15.05 66 54.26 37.17 29.15 24.33 9.52 32.14 40 26.45 66 -17.84 -33.51 -37.00 -40.93 -49.16 -37.76 57 -36.99 49 22.34 10.63 5.45 0.41 -7.56 7.18 36 5.52 47 -60% -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% E1 E1 E1 E1 E1 E1 E1 E 1 E 1 E1 E1 34 City of Clearwater Employees Pension Fund Risk Measure Summary Domestic Equity Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.09 0.75 2.64 6.63 19.49 19.49 3.32 1.06 0.10 0.88 5.72 17.88 2.09 0.67 0 4 3.09 6.07 17.90 17.90 2.58 6.76 3 9 0.99 1.08 0.50 -6.95 6.63 -2.07 19.49 7.67 1.04 -0.14 0.90 1.19 8.78 2.52 -0.09 1 11 -6.44 7.04 -0.61 17.90 6.97 1.35 3 17 1.00 0.87 0.50 -6.95 11.42 -2.07 35.15 8.17 1.00 0.06 0.89 1.80 14.67 2.76 0.07 2 18 -6.44 10.61 -0.61 32.41 7.69 1.88 35 83 1.07 1.05 0.53 -23.59 22.08 -37.76 55.86 16.86 1.09 0.08 0.93 0.47 7.32 4.50 0.20 30 88 -21.93 21.32 -38.07 49.75 15.02 0.48 35 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Equity Portfolios Annualized Rate of Return0.0 1.8 3.6 5.4 7.2 9.0 10.8 12.6 14.4 16.2 18.0 1.0 2.5 4.0 5.5 7.0 8.5 10.0 11.5 13.0 14.5 16.0 ES MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank E Domestic Equity Comp S Standard & Poors 500 Median 9.34 35 7.67 34 9.61 28 6.97 15 8.51 9.03 Annualized Rate of Return3.0 4.2 5.4 6.6 7.8 9.0 10.2 11.4 12.6 13.8 15.0 10.0 10.9 11.7 12.6 13.5 14.4 15.3 16.2 17.1 18.0 18.9 ES MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank E Domestic Equity Comp S Standard & Poors 500 Median 14.85 40 8.17 32 14.63 48 7.69 14 14.61 9.27 36 City of Clearwater Employees Pension Fund Large Cap Equity Comp as of 6/30/17 Microsoft Corp Apple Inc Amazon Com Inc Pepsico Inc Alphabet Inc Cl-A Unitedhealth Group I Johnson & Johnson Home Depot Inc Aon Plc Berkshire Hathaway I GICS Sector % Port Information Technology Information Technology Consumer Discretionary Consumer Staples Information Technology Health Care Health Care Consumer Discretionary Financials Financials 5.07 3.66 3.12 2.92 2.83 2.64 2.09 2.05 1.79 1.71 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 1.47 3.55 11.37 17.83 8.89 13.42 11.46 30.02 2.00 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 3/31/88 Large Cap Equity Comp R1000 Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 3/31/88 Large Cap Equity Comp R1000 Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 3.61 3.06 247,269 281 8,927 256,477 11.10 9.27 235,980 -5,479 25,975 256,477 19.14 18.03 251,340 -37,524 42,661 256,477 10.00 9.26 270,594 -84,056 69,939 256,477 14.98 14.67 182,327 -87,248 161,397 256,477 7.53 7.29 172,406 -48,884 132,954 256,477 10.53 10.47 18,032 -48,884 287,328 256,477 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 37 City of Clearwater Employees Pension Fund Large Cap Equity Comp as of 6/30/17 Cash & Equiv $2,879 1.12% Domestic Equity $253,597 98.88% Periods from 3/88 to 6/17 Alpha Beta R-Squared 0.05 0.98 0.96 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 L1 T Annualized Standard Deviation% L Large Cap Equity Comp 1 R1000 T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 10.53 10.47 3.30 15.47 15.44 1.31 0.47 0.46 0.00 0.00 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 38 City of Clearwater Employees Pension Fund Large Neutral Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low L Large Cap Equity Comp Net Ret Rank 1 R1000 Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 5.23 3.18 3.07 2.67 1.22 3.61 14 3.06 55 27.14 20.09 18.07 17.83 13.07 19.14 30 18.03 52 12.39 10.73 10.30 9.15 7.24 10.37 46 10.22 56 10.97 9.67 9.32 8.62 6.22 10.00 11 9.26 56 14.49 13.30 13.13 12.51 10.01 13.50 17 13.09 55 16.60 15.12 14.68 14.55 12.15 14.98 30 14.67 52 14.08 13.13 12.94 12.72 10.42 12.73 73 12.89 61 16.48 15.61 15.43 15.25 12.90 15.28 72 15.43 51 16.93 15.51 15.36 15.17 13.20 15.44 31 15.41 38 11.45 10.11 9.82 9.70 8.19 9.59 79 9.73 69 9.23 7.53 7.25 6.70 6.18 7.53 25 7.29 41 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% 28% L1 L 1 L1 L1 L1 L1 L1 L1 L1 L1 L1 39 City of Clearwater Employees Pension Fund Large Neutral Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low L Large Cap Equity Comp Net Ret Rank 1 R1000 Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 12.12 9.45 9.30 8.41 5.89 11.10 10 9.27 54 20.74 12.70 11.96 10.89 8.34 8.88 91 12.05 38 3.52 1.45 0.97 -0.28 -5.89 3.35 5 0.92 52 16.29 13.74 13.32 12.03 7.50 13.45 47 13.25 52 39.75 34.02 32.96 32.35 28.79 32.23 80 33.11 42 22.02 17.02 16.26 15.92 10.00 17.02 25 16.42 40 5.80 2.22 1.71 0.67 -3.96 -0.90 84 1.51 57 18.27 16.18 15.13 14.08 11.52 16.87 17 16.10 27 43.11 30.18 26.95 25.80 20.95 24.59 85 28.42 38 -28.61 -35.92 -36.89 -37.68 -43.15 -35.23 19 -37.60 73 12.91 6.39 5.57 4.47 -0.54 7.76 14 5.77 40 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% L1 L1 L1 L1 L1 L1 L1 L1 L 1 L1 L1 40 City of Clearwater Employees Pension Fund Risk Measure Summary Large Cap Equity Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.06 0.75 2.63 7.23 19.14 19.14 3.95 1.13 -0.29 0.91 4.72 16.49 2.05 0.49 0 4 3.06 6.03 18.03 18.03 2.53 6.94 2 10 1.04 0.92 0.67 -6.25 7.43 0.56 19.14 7.33 1.01 0.15 0.94 1.33 9.66 1.79 0.39 1 11 -6.83 6.50 -0.61 18.03 7.05 1.28 2 18 1.01 0.92 0.55 -6.25 10.65 0.56 32.23 7.91 1.00 0.07 0.96 1.87 14.81 1.55 0.18 1 19 -6.83 10.96 -0.61 33.11 7.76 1.87 34 83 0.99 0.98 0.52 -20.96 20.12 -37.57 49.31 15.47 0.98 0.05 0.96 0.47 7.37 2.94 0.00 29 88 -22.48 21.88 -38.26 51.57 15.44 0.46 41 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Large Neutral Portfolios Annualized Rate of Return4.5 5.05 5.6 6.15 6.7 7.25 7.8 8.35 8.9 9.45 10.0 5.0 5.9 6.8 7.7 8.6 9.5 10.4 11.2 12.1 13.0 13.9 L 1 MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank L Large Cap Equity Comp 1 R1000 Median 10.00 11 7.33 56 9.26 56 7.05 40 9.32 7.24 Annualized Rate of Return5.0 5.55 6.1 6.65 7.2 7.75 8.3 8.85 9.4 9.95 10.5 11.0 12.0 13.0 14.0 15.0 16.0 17.0 18.0 19.0 L1Median RiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank L Large Cap Equity Comp 1 R1000 Median 14.98 30 7.91 54 14.67 52 7.76 39 14.68 7.87 42 City of Clearwater Employees Pension Fund Voya Investment Mgmt as of 6/30/17 Apple Inc Microsoft Corp Alphabet Inc Cl-A Amazon Com Inc Unitedhealth Group I Pepsico Inc Mastercard Inc Home Depot Inc Facebook Inc Celgene Corp GICS Sector % Port Information Technology Information Technology Information Technology Consumer Discretionary Health Care Consumer Staples Information Technology Consumer Discretionary Information Technology Health Care 6.04 5.83 4.16 3.42 2.89 2.86 2.61 2.52 2.29 2.21 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 0.62 3.64 12.60 18.54 7.80 13.80 3.82 36.49 2.68 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Voya Investment Mgmt R1000G Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Voya Investment Mgmt R1000G Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 4.54 4.67 123,054 128 5,590 128,772 14.36 14.00 117,870 -5,750 16,652 128,772 20.09 20.42 124,709 -18,514 22,577 128,772 11.31 11.11 134,334 -45,276 39,714 128,772 15.36 15.30 98,112 -53,283 83,943 128,772 9.61 8.91 58,137 -34,899 105,534 128,772 11.74 10.13 17,469 -34,899 146,202 128,772 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 43 City of Clearwater Employees Pension Fund Voya Investment Mgmt as of 6/30/17 Cash & Equiv $1,813 1.41% Domestic Equity $126,959 98.59% Periods from 12/87 to 6/17 Alpha Beta R-Squared 0.59 0.85 0.93 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 i 1 T Annualized Standard Deviation% i Voya Investment Mgmt 1 R1000G T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 11.74 10.13 3.32 15.56 17.58 1.31 0.54 0.39 0.00 0.21 Asset Allocation ($000) Risk/Return Analysis 44 City of Clearwater Employees Pension Fund Large Growth Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low i Voya Investment Mgmt Net Ret Rank 1 R1000G Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 8.89 7.11 4.69 3.67 0.56 4.54 57 4.67 52 31.98 25.17 21.52 18.03 13.54 20.09 64 20.42 59 16.06 11.20 9.58 8.10 4.68 10.66 36 11.38 22 14.05 11.17 10.00 8.22 4.21 11.31 22 11.11 25 17.52 15.44 14.39 13.06 9.79 14.87 38 14.87 38 18.56 16.57 15.65 14.45 11.83 15.36 57 15.30 57 16.31 14.05 13.30 12.31 9.44 13.91 35 13.65 42 18.75 17.11 16.23 15.33 12.33 16.71 35 16.48 40 19.03 16.89 15.75 14.93 11.98 16.49 35 16.12 45 13.13 11.55 10.20 9.31 5.29 10.89 40 10.70 44 11.57 9.99 8.63 8.13 2.38 9.61 30 8.91 41 0% 5% 10% 15% 20% 25% 30% 35% i1 i1 i1 i1 i1 i1 i1 i1 i1 i1 i1 45 City of Clearwater Employees Pension Fund Large Growth Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low i Voya Investment Mgmt Net Ret Rank 1 R1000G Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 22.63 18.22 14.00 10.49 7.98 14.36 45 14.00 50 12.11 7.64 4.94 0.84 -6.82 4.26 56 7.08 31 11.37 7.59 4.95 2.27 -4.89 7.07 31 5.67 44 17.39 13.64 11.77 9.12 6.38 14.42 16 13.05 38 44.93 38.06 35.46 33.00 28.63 31.57 85 33.49 69 23.91 19.39 16.88 14.46 10.92 18.95 32 15.26 69 6.72 3.01 0.47 -3.46 -9.21 3.04 24 2.63 30 27.41 20.40 17.03 14.61 10.48 17.10 49 16.72 57 58.87 42.29 35.32 28.88 21.89 24.43 86 37.21 42 -28.68 -36.20 -38.18 -41.52 -48.48 -33.18 9 -38.43 53 24.51 19.60 14.51 11.80 4.28 17.10 32 11.82 73 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% i1 i1 i1 i1 i1 i1 i1 i1 i 1 i 1 i 1 46 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Large Growth Portfolios High 1st Qt Median 3rd Qt Low i Voya Investment Mgmt Net Ret Rank 1 R1000G Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 14.12 11.19 10.16 8.83 6.03 11.31 24 11.11 28 12.40 11.35 10.32 8.55 6.29 11.80 14 11.27 27 10.36 8.82 7.86 6.23 3.96 8.50 38 8.55 35 13.26 11.92 10.65 9.14 7.24 12.06 24 11.83 30 14.95 13.08 11.88 10.36 8.97 13.19 20 13.07 25 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% 16% i 1 i 1 i 1 i 1 i 1 Voya Investment Mgmt Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -2.0% -1.5% -1.0% -0.5% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 1.7 -0.1 -0.4 -0.9 0.2 -0.3 -1.1 0.8 1.0 0.6 0.5 -0.2 -0.1 1.2 -1.9 -0.2 0.5 -1.1 0.4 -0.1 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R1000G 47 City of Clearwater Employees Pension Fund Risk Measure Summary Voya Investment Mgmt Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 0.98 0.50 -0.06 9.39 20.09 20.09 7.73 1.11 -0.56 0.98 2.54 17.71 1.47 -0.16 0 4 1.01 8.91 20.42 20.42 6.46 3.09 4 8 1.02 1.02 0.50 -5.39 9.39 1.42 20.09 8.50 1.11 -0.23 0.97 1.30 9.99 1.75 0.14 1 11 -5.29 8.91 2.52 20.42 7.53 1.44 6 14 1.01 1.03 0.45 -5.39 10.10 1.42 31.57 8.81 1.07 -0.23 0.97 1.72 14.18 1.76 0.06 2 18 -5.29 10.44 2.52 33.49 8.06 1.88 35 83 0.96 0.80 0.53 -18.51 23.26 -33.74 44.38 15.56 0.85 0.59 0.93 0.54 9.90 4.98 0.21 34 84 -22.79 26.75 -45.64 49.75 17.58 0.39 48 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Large Growth Portfolios Annualized Rate of Return0.0 1.8 3.6 5.4 7.2 9.0 10.8 12.6 14.4 16.2 18.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 i1 MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank i Voya Investment Mgmt 1 R1000G Median 11.31 22 8.50 36 11.11 25 7.53 15 10.00 9.29 Annualized Rate of Return3.0 4.3 5.6 6.9 8.2 9.5 10.8 12.1 13.4 14.7 16.0 11.0 11.9 12.7 13.6 14.5 15.4 16.3 17.2 18.1 19.0 19.9 i1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank i Voya Investment Mgmt 1 R1000G Median 15.36 57 8.81 36 15.30 57 8.06 19 15.65 9.40 49 City of Clearwater Employees Pension Fund Equity Summary Statistics Voya Investment Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R1000G 60 126,959,156 168,776,804 35,284,844 1.23 26.27 26.65 1.00 5.56 59.89 10.11 557 181,283,901 10,066,988 1.43 27.63 25.01 1.03 5.96 62.27 10.19 Ten Largest Holdings Apple Inc Microsoft Corp Alphabet Inc Cl-A Amazon Com Inc Unitedhealth Group I Pepsico Inc Mastercard Inc Home Depot Inc Facebook Inc Celgene Corp Market Value % of Portfolio Quarterly Ret 7,664,024 7,403,427 5,276,864 4,340,512 3,662,972 3,634,470 3,305,990 3,199,157 2,900,024 2,809,088 6.04 5.83 4.16 3.42 2.89 2.86 2.61 2.52 2.29 2.21 0.66 5.25 9.66 9.19 13.52 3.96 8.20 5.08 6.29 4.37 Ten Best Performers Transdigm Group Inc McDonalds Corp Electronic Arts Delta Air Lines Inc Berry Plastics Group Zoetis Inc Coach Inc Unitedhealth Group I Ingersoll-Rand Plc Crown Holdings Inc Quarterly Ret 22.12 18.90 18.10 17.42 17.38 17.31 15.38 13.52 12.89 12.67 Ten Worst Performers O Reilly Automotive Diamondback Energy I Dollar Tree Inc Burlington Stores In Vmware Inc Texas Instrs Inc Sysco Corp Skyworks Solutions I Vantiv Inc Dish Network Corp Quarterly Ret -18.94 -14.37 -10.88 -5.45 -5.11 -3.92 -2.44 -1.80 -1.22 -1.15 50 City of Clearwater Employees Pension Fund Equity Contribution to Return Voya Investment Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R1000G 60 126,959,156 168,776,804 35,284,844 1.23 26.27 26.65 1.00 5.56 59.89 10.11 557 181,283,901 10,066,988 1.43 27.63 25.01 1.03 5.96 62.27 10.19 Ten Best Contributors Alphabet Inc Cl-A Unitedhealth Group I Delta Air Lines Inc Amazon Com Inc McDonalds Corp Microsoft Corp Zoetis Inc Boston Scientific Co Mastercard Inc Transdigm Group Inc Market Value % of Portfolio Quarterly Ret 5,276,864 3,662,972 2,473,384 4,340,512 2,104,112 7,403,427 1,951,870 2,469,048 3,305,990 1,161,518 4.16 2.89 1.95 3.42 1.66 5.83 1.54 1.95 2.61 0.92 9.66 13.52 17.42 9.19 18.90 5.25 17.31 11.46 8.20 22.12 Ten Worst Contributors O Reilly Automotive Dollar Tree Inc Burlington Stores In Diamondback Energy I Vmware Inc Texas Instrs Inc Sysco Corp Dish Network Corp Biogen Idec Inc Skyworks Solutions I Market Value % of Portfolio Quarterly Ret 2,059,218 1,780,792 2,064,992 782,416 1,734,524 1,688,229 1,881,839 1,456,973 2,214,569 908,647 1.62 1.40 1.63 0.62 1.37 1.33 1.48 1.15 1.75 0.72 -18.94 -10.88 -5.45 -14.37 -5.11 -3.92 -2.44 -1.15 -0.75 -1.80 51 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Voya Investment Mgmt Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 0.72 3.50 10.55 21.44 9.87 15.44 4.32 32.12 2.05 0.00 100.00 0.50 3.54 10.70 20.91 9.13 15.92 2.83 32.66 1.02 0.03 100.00 -12.86 8.34 9.36 0.46 1.19 8.39 11.29 5.10 9.96 5.03 -8.03 5.67 5.29 3.11 2.04 8.06 7.03 5.45 -7.13 -0.29 4.75 -0.04 0.09 0.43 -0.57 -0.08 0.05 0.18 -0.11 0.35 0.00 0.31 -0.03 -0.00 -0.00 -0.01 -0.02 -0.02 0.03 -0.00 -0.12 0.00 -0.16 -0.06 0.09 0.43 -0.58 -0.10 0.04 0.22 -0.11 0.23 0.00 0.15 Index - R1000G Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.35% [ Actual Return 4.67% ] - [ Buy Hold Return 5.03% ] 52 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Voya Investment Mgmt Quarter Ending 6/17 % Allocation Energy 0.72 0.50 Materials 3.50 3.54 Industrials 10.55 10.70 Con. Discretionary 21.44 20.91 Consumer Staples 9.87 9.13 Health Care 15.44 15.91 Financials 4.32 2.83 Infomation Tech.32.12 32.66 Telecom. Services 2.05 1.02 Utilities 0.00 0.03 Voya Investment Mgmt R1000G % Return -12.86 -8.03 8.34 5.67 9.36 5.29 0.46 3.11 1.19 2.04 8.39 8.06 11.29 7.03 5.10 5.45 9.96 -7.13 -0.29 % Variance -0.06 0.09 0.43 -0.58 -0.10 0.04 0.22 -0.11 0.23 0.00 53 City of Clearwater Employees Pension Fund NTGI-QM R1000V as of 6/30/17 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/07 NTGI-QM R1000V R1000V Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/07 NTGI-QM R1000V R1000V Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.38 1.34 43,585 4 603 44,192 4.73 4.66 42,187 9 1,996 44,192 15.36 15.53 42,156 -3,983 6,019 44,192 7.38 7.36 48,200 -12,971 8,963 44,192 14.12 13.94 57,648 -48,281 34,825 44,192 5.62 5.56 26,197 -38,782 56,777 44,192 5.62 5.56 26,197 -38,782 56,777 44,192 Portfolio Performance (%) 54 City of Clearwater Employees Pension Fund NTGI-QM R1000V as of 6/30/17 Domestic Equity $44,192 100.00% Periods from 6/07 to 6/17 Alpha Beta R-Squared 0.02 1.00 1.00 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 n1 T Annualized Standard Deviation% n NTGI-QM R1000V 1 R1000V T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 5.62 5.56 0.58 17.54 17.60 0.60 0.29 0.28 0.00 0.08 Asset Allocation ($000) Risk/Return Analysis 55 City of Clearwater Employees Pension Fund Large Value Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low n NTGI-QM R1000V Net Ret Rank 1 R1000V Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 4.52 3.19 2.37 1.43 -0.02 1.38 78 1.34 81 25.06 18.60 15.98 12.60 7.01 15.36 58 15.53 56 12.17 10.87 9.29 7.71 4.32 8.94 59 9.01 59 10.35 8.73 7.86 6.52 1.55 7.38 63 7.36 63 13.43 12.34 11.47 10.29 5.85 11.28 56 11.26 56 16.48 15.75 13.79 12.37 10.99 14.12 41 13.94 46 13.82 13.04 12.26 11.18 9.16 11.97 60 12.04 60 16.36 15.28 14.72 13.73 12.50 14.27 63 14.31 62 16.42 15.53 14.87 13.74 11.80 14.66 55 14.63 58 11.77 10.35 9.77 8.73 5.48 8.73 77 8.69 77 10.87 7.48 6.43 5.56 3.03 5.62 72 5.56 75 -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% n1 n1 n1 n1 n1 n1 n1 n1 n1 n1 n1 56 City of Clearwater Employees Pension Fund Large Value Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low n NTGI-QM R1000V Net Ret Rank 1 R1000V Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 10.67 8.52 6.09 4.73 2.67 4.73 75 4.66 77 21.29 17.07 14.85 11.95 9.49 17.03 25 17.34 19 1.76 -0.23 -1.88 -4.13 -9.96 -3.66 66 -3.83 70 15.55 13.75 12.13 10.57 5.63 13.54 29 13.45 32 41.31 37.61 33.25 29.44 24.08 32.94 52 32.54 56 20.61 17.95 16.52 14.30 11.02 18.09 23 17.50 33 13.12 3.44 0.83 -2.83 -7.81 -0.77 64 0.39 57 20.53 17.68 15.65 13.55 10.54 15.75 48 15.51 53 41.06 31.12 24.39 20.06 10.37 20.35 71 19.69 78 -24.50 -34.33 -36.33 -38.30 -45.27 -36.86 61 -36.85 61 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% n1 n1 n1 n1 n1 n1 n1 n1 n1 n1 57 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Large Value Portfolios High 1st Qt Median 3rd Qt Low n NTGI-QM R1000V Net Ret Rank 1 R1000V Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 10.35 8.74 7.95 6.72 4.75 7.38 67 7.36 67 10.50 9.56 8.87 7.49 6.04 8.68 58 8.67 59 9.92 8.96 8.20 7.31 5.53 8.58 39 8.59 39 11.20 10.32 9.46 8.43 6.63 9.71 41 9.70 41 12.22 10.68 9.90 8.64 7.20 9.95 48 9.87 53 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% n 1 n 1 n 1 n 1 n 1 NTGI-QM R1000V Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -0.4% -0.2% 0.0% 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% 0.4 0.0 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.1 0.0 0.0 0.0 0.0 -0.2 0.0 0.0 0.0 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R1000V 58 City of Clearwater Employees Pension Fund Risk Measure Summary NTGI-QM R1000V Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.99 0.50 1.38 6.66 15.36 15.36 4.39 0.99 -0.00 1.00 3.39 15.02 0.23 -0.66 0 4 1.34 6.68 15.53 15.53 4.42 3.40 3 9 1.00 0.99 0.75 -8.37 6.66 -4.27 18.95 8.02 1.00 0.01 1.00 0.89 7.18 0.15 0.09 3 9 -8.40 6.68 -4.42 19.22 8.06 0.88 3 17 1.01 0.99 0.80 -8.37 12.60 -4.27 32.94 8.62 1.01 0.01 1.00 1.62 13.82 0.27 0.65 3 17 -8.40 12.31 -4.42 32.54 8.54 1.61 14 26 1.00 1.00 0.83 -22.13 18.29 -42.31 54.33 17.54 1.00 0.02 1.00 0.29 5.07 0.52 0.08 14 26 -22.17 18.24 -42.42 53.57 17.60 0.28 59 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Large Value Portfolios Annualized Rate of Return3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 n1MedianRisk Median Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank n NTGI-QM R1000V 1 R1000V Median 7.38 63 8.02 55 7.36 63 8.06 57 7.86 7.89 Annualized Rate of Return5.0 5.7 6.4 7.1 7.8 8.5 9.2 9.9 10.6 11.3 12.0 9.0 9.9 10.7 11.6 12.5 13.4 14.3 15.2 16.1 17.0 17.9 n1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank n NTGI-QM R1000V 1 R1000V Median 14.12 41 8.62 58 13.94 46 8.54 56 13.79 8.45 60 City of Clearwater Employees Pension Fund Eagle Capital Management as of 6/30/17 Berkshire Hathaway I Oracle Corp Microsoft Corp Citigroup Inc Alphabet Inc Cl-C Aon Plc Amazon Com Inc Twenty First Centy F Unitedhealth Group I Ecolab Inc GICS Sector % Port Financials Information Technology Information Technology Financials Information Technology Financials Consumer Discretionary Consumer Discretionary Health Care Materials 8.15 7.47 7.31 6.79 5.64 5.63 4.97 4.65 4.24 4.23 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.59 4.23 0.00 22.67 5.46 7.10 34.82 23.12 0.00 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 1/31/13 Eagle Capital Management Russell 1000 Value Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 1/31/13 Eagle Capital Management Russell 1000 Value Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 3.75 1.34 42,624 86 1,597 44,307 10.50 4.66 39,941 168 4,198 44,307 23.41 15.53 40,560 -4,681 8,429 44,307 10.19 7.36 45,018 -12,529 11,818 44,307 14.41 12.28 33,239 -12,531 23,599 44,307 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 61 City of Clearwater Employees Pension Fund Eagle Capital Management as of 6/30/17 Cash & Equiv $369 0.83% Domestic Equity $43,938 99.17% Periods from 1/13 to 6/17 Alpha Beta R-Squared 1.05 0.71 0.64 Annualized Return% -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 E 1 T Annualized Standard Deviation% E Eagle Capital Management 1 Russell 1000 Value T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 14.41 12.28 0.18 10.57 10.09 0.07 1.35 1.20 0.00 0.04 Asset Allocation ($000) Risk/Return Analysis 62 City of Clearwater Employees Pension Fund Large Value Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low E Eagle Capital Management Net Ret Rank 1 Russell 1000 Value Net Ret Rank Last Qtr Last 2 Qtrs Last 3 Qtrs 6/17 YTD Last Year 4.52 3.19 2.37 1.43 -0.02 3.75 15 1.34 81 10.67 8.52 6.09 4.73 2.67 10.50 5 4.66 77 17.71 14.59 12.84 10.55 7.40 17.97 4 11.64 64 10.67 8.52 6.09 4.73 2.67 10.50 5 4.66 77 25.06 18.60 15.98 12.60 7.01 23.41 6 15.53 56 -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% E 1 E 1 E 1 E 1 E 1 63 City of Clearwater Employees Pension Fund Large Value Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low E Eagle Capital Management Net Ret Rank 1 Russell 1000 Value Net Ret Rank 6/30/17 YTD 10.67 8.52 6.09 4.73 2.67 10.50 5 4.66 77 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% E 1 64 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Large Value Portfolios High 1st Qt Median 3rd Qt Low E Eagle Capital Management Net Ret Rank 1 Russell 1000 Value Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 10.35 8.74 7.95 6.72 4.75 10.19 8 7.36 67 10.50 9.56 8.87 7.49 6.04 10.21 9 8.67 59 9.92 8.96 8.20 7.31 5.53 8.53 41 8.59 39 11.20 10.32 9.46 8.43 6.63 9.68 41 9.70 41 12.22 10.68 9.90 8.64 7.20 10.33 40 9.87 53 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% E 1 E 1 E 1 E 1 E 1 Eagle Capital Management Value Added Analysis - Net of Fee 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -7.0% -6.0% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% -6.6 1.0 2.4 0.1 -1.3 -1.2 2.0 0.5 2.0 1.6 1.6 1.1 -4.8 -2.5 1.1 0.1 3.1 2.4 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. Russell 1000 Value 65 City of Clearwater Employees Pension Fund Risk Measure Summary Eagle Capital Management Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.51 1.00 3.75 6.75 23.41 23.41 2.93 0.96 1.84 0.75 7.83 23.78 2.79 2.51 0 4 1.34 6.68 15.53 15.53 4.42 3.40 2 10 1.08 0.44 0.83 -6.93 6.79 -2.18 23.41 8.36 0.89 0.87 0.72 1.19 11.23 4.56 0.57 3 9 -8.40 6.68 -4.42 19.22 8.06 0.88 2 15 1.06 0.44 0.76 -6.93 10.17 -2.18 24.38 8.06 0.90 0.83 0.76 1.68 15.12 4.14 0.50 3 14 -8.40 10.01 -4.42 23.82 7.87 1.42 66 City of Clearwater Employees Pension Fund Equity Summary Statistics Eagle Capital Management Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 1000 Value 29 43,937,943 217,938,477 68,256,154 1.12 25.69 19.31 1.09 1.19 80.96 6.06 719 114,494,104 8,624,486 2.44 22.31 19.49 0.99 1.71 69.41 0.85 Ten Largest Holdings Berkshire Hathaway I Oracle Corp Microsoft Corp Citigroup Inc Alphabet Inc Cl-C Aon Plc Amazon Com Inc Twenty First Centy F Unitedhealth Group I Ecolab Inc Market Value % of Portfolio Quarterly Ret 3,577,941 3,279,156 3,212,138 2,982,848 2,476,289 2,472,870 2,182,840 2,044,265 1,863,471 1,858,500 8.15 7.47 7.31 6.79 5.64 5.63 4.97 4.65 4.24 4.23 1.61 12.88 5.25 12.10 9.54 12.35 9.19 -12.30 13.52 6.20 Ten Best Performers Ilg Inc Thermo Fisher Scient Unitedhealth Group I Oracle Corp Aon Plc Citigroup Inc Alphabet Inc Cl-A Alphabet Inc Cl-C Amazon Com Inc Fidelity Natl Inform Quarterly Ret 31.88 13.68 13.52 12.88 12.35 12.10 9.66 9.54 9.19 7.62 Ten Worst Performers Anadarko Pete Corp Noble Energy Inc Twenty First Centy F Liberty Global Plc Liberty Global Plc Goldman Sachs Group Berkley W R Corp Dish Network Corp General Motors Corp. Wells Fargo & Co New Quarterly Ret -26.80 -17.32 -12.30 -11.02 -7.07 -3.07 -1.15 -1.15 -0.12 0.24 67 City of Clearwater Employees Pension Fund Equity Contribution to Return Eagle Capital Management Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 1000 Value 29 43,937,943 217,938,477 68,256,154 1.12 25.69 19.31 1.09 1.19 80.96 6.06 719 114,494,104 8,624,486 2.44 22.31 19.49 0.99 1.71 69.41 0.85 Ten Best Contributors Oracle Corp Citigroup Inc Aon Plc Unitedhealth Group I Alphabet Inc Cl-C Amazon Com Inc Thermo Fisher Scient Microsoft Corp Marriott Intl Inc Ne Ecolab Inc Market Value % of Portfolio Quarterly Ret 3,279,156 2,982,848 2,472,870 1,863,471 2,476,289 2,182,840 1,256,184 3,212,138 1,685,710 1,858,500 7.47 6.79 5.63 4.24 5.64 4.97 2.86 7.31 3.84 4.23 12.88 12.10 12.35 13.52 9.54 9.19 13.68 5.25 6.85 6.20 Ten Worst Contributors Twenty First Centy F Liberty Global Plc Noble Energy Inc Anadarko Pete Corp Goldman Sachs Group Dish Network Corp Liberty Global Plc Berkley W R Corp General Motors Corp. Wells Fargo & Co New Market Value % of Portfolio Quarterly Ret 2,044,265 1,764,788 775,420 362,720 1,153,880 1,484,274 211,766 620,801 444,484 1,331,225 4.65 4.02 1.77 0.83 2.63 3.38 0.48 1.41 1.01 3.03 -12.30 -11.02 -17.32 -26.80 -3.07 -1.15 -7.07 -1.15 -0.12 0.24 68 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Eagle Capital Management Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 3.51 4.28 0.00 23.74 6.40 6.72 32.55 22.79 0.00 0.00 100.00 12.20 2.92 10.05 4.47 8.47 10.84 26.59 9.92 3.60 6.26 100.00 -20.59 6.20 -2.18 2.51 13.59 5.60 9.08 3.99 -7.09 0.16 3.36 2.79 0.70 6.02 3.75 0.47 -7.10 2.16 1.24 -0.47 0.26 0.00 -1.18 0.12 0.51 0.60 1.96 0.00 0.00 1.79 0.72 -0.01 -0.21 0.30 0.01 -0.20 0.15 -0.10 0.30 -0.06 0.90 0.25 0.24 -0.21 -0.88 0.13 0.31 0.75 1.86 0.30 -0.06 2.70 Index - Russell 1000 Value Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.03% [ Actual Return 4.02% ] - [ Buy Hold Return 3.99% ] 69 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Eagle Capital Management Quarter Ending 6/17 % Allocation Energy 3.51 12.20 Materials 4.28 2.92 Industrials 0.00 10.05 Con. Discretionary 23.74 4.47 Consumer Staples 6.40 8.47 Health Care 6.72 10.84 Financials 32.55 26.59 Infomation Tech.22.79 9.92 Telecom. Services 0.00 3.60 Utilities 0.00 6.26 Eagle Capital Management Russell 1000 Value % Return -20.59 -7.09 6.20 0.16 3.36 -2.18 2.79 2.51 0.70 13.59 6.02 5.60 3.75 9.08 0.47 -7.10 2.16 % Variance 0.25 0.24 -0.21 -0.88 0.13 0.31 0.75 1.86 0.30 -0.06 70 City of Clearwater Employees Pension Fund Manning and Napier as of 6/30/17 Johnson & Johnson J P Morgan Chase & C Wells Fargo & Co New Home Depot Inc Wal Mart Stores Inc Pfizer Inc Pepsico Inc Taiwan Semiconductor Merck & Co Inc New 3m Co GICS Sector % Port Health Care Financials Financials Consumer Discretionary Consumer Staples Health Care Consumer Staples Information Technology Health Care Industrials 4.24 3.74 3.32 2.82 2.79 2.70 2.49 2.47 2.45 2.29 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.99 2.46 20.28 9.95 16.40 19.38 9.98 16.53 2.04 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 1/31/13 Manning and Napier Russell 1000 Value Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 1/31/13 Manning and Napier Russell 1000 Value Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 2.99 1.34 38,006 63 1,136 39,205 8.69 4.66 35,983 94 3,128 39,205 15.99 15.53 43,915 -10,342 5,632 39,205 8.24 7.36 43,042 -13,276 9,439 39,205 11.99 12.28 33,104 -13,277 19,378 39,205 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 71 City of Clearwater Employees Pension Fund Manning and Napier as of 6/30/17 Cash & Equiv $697 1.78% Domestic Equity $38,508 98.22% Periods from 1/13 to 6/17 Alpha Beta R-Squared 0.79 0.62 0.72 Annualized Return% -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 M 1 T Annualized Standard Deviation% M Manning and Napier 1 Russell 1000 Value T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 11.99 12.28 0.18 9.13 10.09 0.07 1.29 1.20 0.00 -0.41 Asset Allocation ($000) Risk/Return Analysis 72 City of Clearwater Employees Pension Fund Large Value Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low M Manning and Napier Net Ret Rank 1 Russell 1000 Value Net Ret Rank Last Qtr Last 2 Qtrs Last 3 Qtrs 6/17 YTD Last Year 4.52 3.19 2.37 1.43 -0.02 2.99 32 1.34 81 10.67 8.52 6.09 4.73 2.67 8.69 20 4.66 77 17.71 14.59 12.84 10.55 7.40 11.67 64 11.64 64 10.67 8.52 6.09 4.73 2.67 8.69 20 4.66 77 25.06 18.60 15.98 12.60 7.01 15.99 49 15.53 56 -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% M 1 M 1 M 1 M 1 M 1 73 City of Clearwater Employees Pension Fund Large Value Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low M Manning and Napier Net Ret Rank 1 Russell 1000 Value Net Ret Rank 6/30/17 YTD 10.67 8.52 6.09 4.73 2.67 8.69 20 4.66 77 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% M 1 74 City of Clearwater Employees Pension Fund Risk Measure Summary Manning and Napier Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.03 0.75 2.74 5.54 15.99 15.99 2.53 0.41 2.20 0.25 6.12 37.99 5.59 0.04 0 4 1.34 6.68 15.53 15.53 4.42 3.40 2 10 0.92 0.53 0.67 -6.33 6.40 -4.66 17.91 6.56 0.71 0.71 0.75 1.22 11.34 4.08 0.16 3 9 -8.40 6.68 -4.42 19.22 8.06 0.88 2 15 0.90 0.53 0.59 -6.33 8.57 -4.66 21.56 6.51 0.74 0.64 0.80 1.69 14.82 3.59 -0.09 3 14 -8.40 10.01 -4.42 23.82 7.87 1.42 75 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Large Value Portfolios High 1st Qt Median 3rd Qt Low M Manning and Napier Net Ret Rank 1 Russell 1000 Value Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 10.35 8.74 7.95 6.72 4.75 8.24 42 7.36 67 10.50 9.56 8.87 7.49 6.04 9.16 36 8.67 59 9.92 8.96 8.20 7.31 5.53 7.91 57 8.59 39 11.20 10.32 9.46 8.43 6.63 9.91 33 9.70 41 12.22 10.68 9.90 8.64 7.20 9.95 48 9.87 53 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% M 1 M 1 M 1 M 1 M 1 Manning and Napier Value Added Analysis - Net of Fee 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -12.0% -10.0% -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% -6.5 -1.3 0.0 -1.3 -1.0 0.5 1.2 -3.3 1.3 -0.4 2.3 0.7 1.3 -0.9 0.4 -3.7 2.2 1.6 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. Russell 1000 Value 76 City of Clearwater Employees Pension Fund Equity Summary Statistics Manning and Napier Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 1000 Value 86 38,508,292 118,300,168 32,977,787 2.78 18.90 19.78 0.96 3.63 60.54 5.02 719 114,494,104 8,624,486 2.44 22.31 19.49 0.99 1.71 69.41 0.85 Ten Largest Holdings Johnson & Johnson J P Morgan Chase & C Wells Fargo & Co New Home Depot Inc Wal Mart Stores Inc Pfizer Inc Pepsico Inc Taiwan Semiconductor Merck & Co Inc New 3m Co Market Value % of Portfolio Quarterly Ret 1,630,210 1,436,351 1,275,261 1,082,851 1,073,521 1,038,569 957,528 950,842 940,841 881,685 4.24 3.74 3.32 2.82 2.79 2.70 2.49 2.47 2.45 2.29 6.91 4.65 0.24 5.08 5.69 -0.86 3.96 9.19 1.61 9.47 Ten Best Performers Coca-Cola Femsa S A McDonalds Corp Best Buy Inc Philips Elec(Kon) Boeing Co Smith & Nephew Plc Whirlpool Corp Abbvie Inc Hasbro Bradley Inc Corning Inc Quarterly Ret 19.54 18.90 17.33 13.85 12.68 12.67 12.52 12.39 12.34 11.89 Ten Worst Performers Grainger W W Inc Fastenal Co Intl Business McHn C H Robinson Worldwi Harley Davidson Inc Honda Motor Ltd Archer Daniels Midla Smucker J M Co Campbell Soup Co Gap Inc Quarterly Ret -21.91 -14.88 -10.80 -10.54 -10.09 -9.48 -9.44 -9.19 -8.33 -7.63 77 City of Clearwater Employees Pension Fund Equity Contribution to Return Manning and Napier Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 1000 Value 86 38,508,292 118,300,168 32,977,787 2.78 18.90 19.78 0.96 3.63 60.54 5.02 719 114,494,104 8,624,486 2.44 22.31 19.49 0.99 1.71 69.41 0.85 Ten Best Contributors McDonalds Corp Johnson & Johnson Unilever Plc Boeing Co Abbvie Inc Taiwan Semiconductor 3m Co Medtronic Plc J P Morgan Chase & C Wal Mart Stores Inc Market Value % of Portfolio Quarterly Ret 695,040 1,630,210 874,525 720,799 713,643 950,842 881,685 681,423 1,436,351 1,073,521 1.81 4.24 2.27 1.87 1.86 2.47 2.29 1.77 3.74 2.79 18.90 6.91 10.49 12.68 12.39 9.19 9.47 10.17 4.65 5.69 Ten Worst Contributors Intl Business McHn Cisco Sys Inc Intel Corp Honda Motor Ltd Grainger W W Inc Fastenal Co China Pete & Chem Co Archer Daniels Midla Texas Instrs Inc Lyondellbasell Indus Market Value % of Portfolio Quarterly Ret 803,916 824,192 822,008 381,433 131,245 153,879 589,421 215,176 514,739 306,083 2.09 2.14 2.14 0.99 0.34 0.40 1.53 0.56 1.34 0.80 -10.80 -6.59 -5.77 -9.48 -21.91 -14.88 -3.57 -9.44 -3.92 -6.42 78 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Manning and Napier Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 3.17 4.01 20.84 7.69 16.56 15.46 10.91 18.75 2.62 0.00 100.00 12.20 2.92 10.05 4.47 8.47 10.84 26.59 9.92 3.60 6.26 100.00 -5.59 3.43 7.20 -0.42 1.44 5.32 2.98 -0.33 3.83 2.85 -7.09 0.16 3.36 2.79 0.70 6.02 3.75 0.47 -7.10 2.16 1.24 0.05 0.13 0.80 -0.25 0.12 -0.11 -0.08 -0.15 0.29 0.00 0.80 0.75 -0.01 0.23 0.05 -0.04 0.22 -0.39 -0.07 0.08 -0.06 0.76 0.80 0.12 1.03 -0.20 0.08 0.11 -0.48 -0.22 0.37 -0.06 1.56 Index - Russell 1000 Value Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.36% [ Actual Return 3.21% ] - [ Buy Hold Return 2.85% ] 79 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Manning and Napier Quarter Ending 6/17 % Allocation Energy 3.17 12.20 Materials 4.01 2.92 Industrials 20.84 10.05 Con. Discretionary 7.69 4.47 Consumer Staples 16.56 8.47 Health Care 15.46 10.84 Financials 10.91 26.59 Infomation Tech.18.75 9.92 Telecom. Services 2.62 3.60 Utilities 0.00 6.26 Manning and Napier Russell 1000 Value % Return -5.59 -7.09 3.43 0.16 7.20 3.36 -0.42 2.79 1.44 0.70 5.32 6.02 2.98 3.75 -0.33 0.47 3.83 -7.10 2.16 % Variance 0.80 0.12 1.03 -0.20 0.08 0.11 -0.48 -0.22 0.37 -0.06 80 City of Clearwater Employees Pension Fund Mid Cap Equity Comp as of 6/30/17 Ihs Markit Ltd Global Pmts Inc S&P Global Inc Lkq Corp Delphi Automotive Pl Transdigm Group Inc Boston Scientific Co Eqt Corp Universal Health Svc Regeneron Pharmaceut GICS Sector % Port Industrials Information Technology Financials Consumer Discretionary Consumer Discretionary Industrials Health Care Energy Health Care Health Care 2.84 2.36 2.27 2.22 2.11 2.01 1.97 1.97 1.96 1.86 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 7.20 5.64 15.48 15.63 1.22 15.45 19.17 16.31 0.00 3.90 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 3/31/88 Mid Cap Equity Comp R Mid Cap Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 3/31/88 Mid Cap Equity Comp R Mid Cap Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 5.09 2.70 76,853 144 3,909 80,906 12.36 7.99 75,957 -4,214 9,164 80,906 18.53 16.48 102,218 -34,941 13,628 80,906 8.29 7.69 110,978 -50,606 20,534 80,906 14.98 14.72 80,702 -64,617 64,821 80,906 9.19 7.67 92,247 -73,625 62,284 80,906 12.51 11.70 15,585 -73,625 138,946 80,906 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 81 City of Clearwater Employees Pension Fund Mid Cap Equity Comp as of 6/30/17 Cash & Equiv $4,338 5.36% Domestic Equity $76,568 94.64% Periods from 3/88 to 6/17 Alpha Beta R-Squared 0.04 1.14 0.83 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 M 1 T Annualized Standard Deviation% M Mid Cap Equity Comp 1 R Mid Cap T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 12.51 11.70 3.30 21.77 17.31 1.31 0.42 0.49 0.00 0.12 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 82 City of Clearwater Employees Pension Fund Midcap Neutral Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low M Mid Cap Equity Comp Net Ret Rank 1 R Mid Cap Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 4.01 3.28 2.20 1.24 -1.06 5.09 1 2.70 46 24.41 21.83 20.37 18.05 10.63 18.53 69 16.48 87 11.44 10.60 9.18 8.10 4.66 6.90 79 8.23 72 10.60 9.67 8.25 6.55 3.67 8.29 47 7.69 56 13.91 12.53 12.26 10.86 9.21 12.61 22 12.19 56 16.69 15.87 14.72 13.95 12.11 14.98 32 14.72 50 14.07 12.87 11.98 11.42 9.90 12.66 39 11.81 60 16.77 16.31 15.62 14.46 13.04 16.42 13 15.28 57 18.90 18.23 16.83 15.12 14.16 17.58 37 16.47 58 14.16 12.23 11.20 10.39 9.36 11.62 42 10.00 89 9.20 9.11 8.27 7.85 7.47 9.19 7 7.67 81 -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% 26% M 1 M 1 M 1 M1 M1 M1 M1 M 1 M 1 M 1 M 1 83 City of Clearwater Employees Pension Fund Midcap Neutral Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low M Mid Cap Equity Comp Net Ret Rank 1 R Mid Cap Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 10.91 8.20 6.03 5.05 2.04 12.36 2 7.99 36 24.48 20.73 17.87 15.13 5.53 6.73 92 13.80 81 3.35 -1.75 -4.87 -9.09 -10.50 -1.30 20 -2.44 40 20.03 14.45 9.87 5.49 2.67 13.38 25 13.21 25 49.42 40.92 36.54 33.64 24.89 37.36 42 34.76 66 23.73 19.63 17.97 16.83 11.91 22.00 13 17.26 72 9.52 2.50 -0.48 -1.83 -4.69 -0.10 37 -1.56 55 43.18 28.36 26.70 23.30 19.30 28.03 28 25.49 59 62.84 39.29 37.27 33.05 28.44 45.33 9 40.47 21 -27.10 -33.96 -36.20 -37.35 -39.64 -41.79 100 -41.46 100 11.40 9.14 8.19 6.10 -17.23 10.26 13 5.59 76 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% M 1 M 1 M1 M1 M1 M 1 M1 M1 M 1 M1 M 1 84 City of Clearwater Employees Pension Fund Risk Measure Summary Mid Cap Equity Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.12 0.75 0.34 6.92 18.53 18.53 5.64 1.18 -0.20 0.61 3.20 15.30 4.69 0.39 0 4 2.70 5.15 16.48 16.48 2.26 7.06 3 9 0.96 0.76 0.67 -7.57 8.26 -6.64 18.53 8.76 1.00 0.17 0.79 0.92 8.09 4.06 0.14 3 9 -8.01 5.94 -4.04 17.03 7.81 0.96 3 17 0.98 0.76 0.55 -7.57 12.83 -6.64 37.36 9.30 1.01 0.04 0.84 1.59 14.66 3.79 0.06 3 17 -8.01 12.95 -4.04 34.76 8.41 1.73 34 83 1.13 1.15 0.56 -26.78 49.24 -41.79 77.74 21.77 1.14 0.04 0.83 0.42 8.09 9.41 0.12 35 82 -27.28 20.80 -41.46 67.72 17.31 0.49 85 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Midcap Neutral Portfolios Annualized Rate of Return7.0 7.55 8.1 8.65 9.2 9.75 10.3 10.85 11.4 11.95 12.5 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 M 1 MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank M Mid Cap Equity Comp 1 R Mid Cap Median 8.29 47 8.76 12 7.69 56 7.81 1 8.25 9.70 Annualized Rate of Return6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 11.0 11.7 12.5 13.2 14.0 14.7 15.5 16.2 17.0 17.7 18.5 M1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank M Mid Cap Equity Comp 1 R Mid Cap Median 14.98 32 9.30 44 14.72 50 8.41 5 14.72 9.74 86 City of Clearwater Employees Pension Fund Artisan Partners as of 6/30/17 Ihs Markit Ltd Global Pmts Inc S&P Global Inc Lkq Corp Boston Scientific Co Regeneron Pharmaceut Cigna Corp Waste Connections In Veeva Sys Inc Becton Dickinson GICS Sector % Port Industrials Information Technology Financials Consumer Discretionary Health Care Health Care Health Care Industrials Health Care Health Care 5.37 4.45 4.28 4.20 3.73 3.51 2.84 2.32 2.27 2.20 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 4.20 1.99 18.80 17.90 2.31 19.33 13.80 21.68 0.00 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/01 Artisan Partners R Mid Cap G Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/01 Artisan Partners R Mid Cap G Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 6.81 4.21 39,681 84 2,703 42,468 15.33 11.40 36,678 163 5,627 42,468 17.20 17.05 49,637 -13,685 6,517 42,468 7.18 7.83 52,974 -19,498 8,992 42,468 13.70 14.20 40,076 -27,505 29,897 42,468 10.02 7.87 24,919 -32,510 50,060 42,468 9.91 8.10 29,914 -32,510 45,065 42,468 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 87 City of Clearwater Employees Pension Fund Artisan Partners as of 6/30/17 Cash & Equiv $1,961 4.62% Domestic Equity $40,508 95.38% Periods from 7/01 to 6/17 Alpha Beta R-Squared 0.47 0.94 0.92 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 r 1 T Annualized Standard Deviation% r Artisan Partners 1 R Mid Cap G T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 9.91 8.10 1.37 18.29 17.92 0.49 0.47 0.38 0.00 0.21 Asset Allocation ($000) Risk/Return Analysis 88 City of Clearwater Employees Pension Fund Midcap Growth Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low r Artisan Partners Net Ret Rank 1 R Mid Cap G Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 7.04 6.22 4.26 3.49 0.03 6.81 19 4.21 53 28.84 24.40 20.94 17.23 14.41 17.20 75 17.05 77 15.41 11.65 8.78 4.44 1.86 5.67 68 7.02 65 13.61 10.98 9.35 5.86 4.00 7.18 67 7.83 63 15.84 14.71 13.32 11.37 9.80 11.83 66 12.12 61 17.79 16.63 15.69 14.16 11.56 13.70 82 14.20 73 15.08 13.22 12.54 11.63 6.33 11.56 76 11.13 80 19.67 16.90 16.06 15.30 10.76 16.38 36 15.24 75 20.22 17.79 16.89 15.76 11.74 16.96 45 15.98 72 14.73 12.60 10.95 10.07 5.96 11.94 25 9.59 83 11.57 10.21 9.22 8.54 5.09 10.02 33 7.87 81 -5% 0% 5% 10% 15% 20% 25% 30% r 1 r1 r 1 r1 r1 r1 r1 r1 r1 r 1 r 1 89 City of Clearwater Employees Pension Fund Midcap Growth Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low r Artisan Partners Net Ret Rank 1 R Mid Cap G Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 16.85 13.44 11.46 9.12 4.35 15.33 13 11.40 57 20.76 13.81 8.36 4.00 2.22 -0.63 99 7.33 54 9.77 1.51 -1.14 -2.61 -6.44 3.38 13 -0.20 39 13.79 10.51 8.91 6.10 3.17 6.96 67 11.91 14 43.46 39.53 37.97 34.40 30.88 39.21 28 35.76 67 22.65 20.16 17.14 15.78 10.47 20.82 18 15.80 73 9.45 2.60 -0.41 -4.56 -9.81 0.07 43 -1.66 63 38.12 31.63 27.77 26.45 19.71 33.15 12 26.39 75 51.99 44.53 41.56 38.11 30.82 51.38 5 46.30 14 -32.14 -35.11 -38.94 -40.25 -44.66 -42.87 85 -44.32 91 25.75 22.03 12.92 5.77 1.06 22.31 22 11.41 53 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% r 1 r 1 r1 r 1 r1 r 1 r1 r 1 r 1 r1 r 1 90 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Midcap Growth Portfolios High 1st Qt Median 3rd Qt Low r Artisan Partners Net Ret Rank 1 R Mid Cap G Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 13.41 10.98 9.58 6.42 4.77 7.18 71 7.83 65 12.12 10.18 7.53 5.76 4.57 4.90 88 7.88 46 9.78 9.19 6.93 4.35 3.06 3.19 93 6.23 57 11.87 10.58 9.28 6.74 5.43 6.73 75 8.90 50 14.35 11.76 10.76 7.97 7.00 10.09 54 10.52 52 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% r 1 r 1 r 1 r 1 r 1 Artisan Partners Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -7.0% -6.0% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 0.5 0.0 -2.2 0.6 6.2 -1.8 0.7 -4.1 -1.1 0.0 -1.2 3.1 1.0 0.7 -6.1 1.9 1.2 -4.4 1.0 2.5 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R Mid Cap G 91 City of Clearwater Employees Pension Fund Risk Measure Summary Artisan Partners Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.01 0.75 -3.98 7.97 17.20 17.20 10.99 1.55 -2.05 0.83 1.52 10.75 6.22 0.05 0 4 0.46 6.89 17.05 17.05 5.33 3.11 4 8 0.85 0.72 0.67 -7.04 7.97 -6.20 17.20 10.30 1.05 -0.21 0.72 0.67 6.61 5.51 -0.11 3 9 -7.99 6.89 -4.75 17.05 8.27 0.92 4 16 0.93 0.72 0.65 -7.04 16.16 -6.20 39.21 10.69 1.05 -0.24 0.71 1.27 12.88 5.80 -0.07 3 17 -7.99 11.52 -4.75 35.76 8.54 1.64 18 45 1.00 0.89 0.49 -27.54 26.70 -42.87 58.59 19.20 0.94 0.47 0.92 0.53 10.77 5.44 0.21 18 45 -27.36 27.06 -44.32 62.98 19.58 0.44 92 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Midcap Growth Portfolios Annualized Rate of Return6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 2.0 3.5 5.0 6.5 8.0 9.5 11.0 12.5 14.0 15.5 17.0 r1MedianRisk Median Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank r Artisan Partners 1 R Mid Cap G Median 7.18 67 10.30 67 7.83 63 8.27 20 9.35 9.86 Annualized Rate of Return5.0 5.9 6.8 7.7 8.6 9.5 10.4 11.3 12.2 13.1 14.0 11.0 11.9 12.7 13.6 14.5 15.4 16.3 17.2 18.1 19.0 19.9 r 1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank r Artisan Partners 1 R Mid Cap G Median 13.70 82 10.69 81 14.20 73 8.54 17 15.69 9.43 93 City of Clearwater Employees Pension Fund Equity Summary Statistics Artisan Partners Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R Mid Cap G 61 40,507,751 19,701,811 12,425,915 0.57 42.73 27.70 1.02 3.87 58.46 7.07 426 13,712,755 7,826,038 1.05 35.13 24.83 1.07 5.38 67.48 8.40 Ten Largest Holdings Ihs Markit Ltd Global Pmts Inc S&P Global Inc Lkq Corp Boston Scientific Co Regeneron Pharmaceut Cigna Corp Waste Connections In Veeva Sys Inc Becton Dickinson Market Value % of Portfolio Quarterly Ret 2,174,255 1,803,781 1,733,631 1,701,505 1,508,827 1,421,359 1,151,643 938,728 919,466 891,458 5.37 4.45 4.28 4.20 3.73 3.51 2.84 2.32 2.27 2.20 4.98 11.96 11.99 12.57 11.46 26.74 14.27 9.75 19.56 6.76 Ten Best Performers Regeneron Pharmaceut Edwards Lifesciences Athenahealth Inc Tableau Software Inc Guidewire Software I Veeva Sys Inc Expedia Inc Del Electronic Arts Atlassian Corp Plc Wabtec Corp Quarterly Ret 26.74 25.69 24.72 23.65 21.98 19.56 18.29 18.10 17.46 17.45 Ten Worst Performers Advance Auto Parts Seattle Genetics Inc Helmerich & Payne In Diamondback Energy I Dexcom Inc Middleby Corp Cbs Corp Chipotle Mexican Gri Svb Finl Group Concho Res Inc Quarterly Ret -21.32 -17.69 -17.36 -14.37 -13.67 -10.95 -7.77 -6.60 -5.54 -5.31 94 City of Clearwater Employees Pension Fund Equity Contribution to Return Artisan Partners Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R Mid Cap G 61 40,507,751 19,701,811 12,425,915 0.57 42.73 27.70 1.02 3.87 58.46 7.07 426 13,712,755 7,826,038 1.05 35.13 24.83 1.07 5.38 67.48 8.40 Ten Best Contributors Regeneron Pharmaceut Global Pmts Inc Lkq Corp S&P Global Inc Veeva Sys Inc Boston Scientific Co Guidewire Software I Cigna Corp Edwards Lifesciences Newell Rubbermaid In Market Value % of Portfolio Quarterly Ret 1,421,359 1,803,781 1,701,505 1,733,631 919,466 1,508,827 749,008 1,151,643 507,368 888,162 3.51 4.45 4.20 4.28 2.27 3.73 1.85 2.84 1.25 2.19 26.74 11.96 12.57 11.99 19.56 11.46 21.98 14.27 25.69 14.17 Ten Worst Contributors Advance Auto Parts Dexcom Inc Diamondback Energy I Helmerich & Payne In Middleby Corp Concho Res Inc Cbs Corp Svb Finl Group Chipotle Mexican Gri Seattle Genetics Inc Market Value % of Portfolio Quarterly Ret 382,532 553,453 499,467 322,562 437,922 880,606 569,173 564,110 231,768 44,755 0.94 1.37 1.23 0.80 1.08 2.17 1.41 1.39 0.57 0.11 -21.32 -13.67 -14.37 -17.36 -10.95 -5.31 -7.77 -5.54 -6.60 -17.69 95 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Artisan Partners Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 4.31 1.68 20.53 18.43 2.16 20.34 11.45 21.10 0.00 0.00 100.00 1.30 5.15 14.84 22.98 7.06 15.56 5.34 22.26 0.19 0.00 100.00 -12.32 0.60 3.34 5.18 5.75 10.91 8.65 12.88 7.17 -8.81 6.32 1.10 -0.40 -1.97 11.24 6.00 8.44 -6.08 0.00 4.08 -0.15 -0.10 0.46 1.03 0.17 -0.07 0.30 0.94 0.00 0.00 2.58 -0.39 -0.08 -0.17 0.20 0.30 0.34 0.12 -0.05 0.02 -0.00 0.29 -0.54 -0.17 0.29 1.23 0.46 0.28 0.42 0.88 0.02 0.00 2.87 Index - R Mid Cap G Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.13% [ Actual Return 7.30% ] - [ Buy Hold Return 7.17% ] 96 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Artisan Partners Quarter Ending 6/17 % Allocation Energy 4.31 1.30 Materials 1.68 5.15 Industrials 20.53 14.84 Con. Discretionary 18.43 22.98 Consumer Staples 2.16 7.06 Health Care 20.34 15.56 Financials 11.45 5.34 Infomation Tech.21.10 22.26 Telecom. Services 0.00 0.19 Utilities 0.00 0.00 Artisan Partners R Mid Cap G % Return -12.32 -8.81 0.60 6.32 3.34 1.10 5.18 -0.40 5.75 -1.97 10.91 11.24 8.65 6.00 12.88 8.44 -6.08 % Variance -0.54 -0.17 0.29 1.23 0.46 0.28 0.42 0.88 0.02 0.00 97 City of Clearwater Employees Pension Fund Wedge Capital Mgmt as of 6/30/17 Transdigm Group Inc Eqt Corp Universal Health Svc Zimmer Hldgs Inc Ally Finl Inc Great Plains Energy Murphy Oil Corp Wyndham Worldwide Co Fidelity National Fi Mednax Inc GICS Sector % Port Industrials Energy Health Care Health Care Financials Utilities Energy Consumer Discretionary Financials Health Care 4.28 4.18 4.17 3.92 3.47 3.38 3.29 3.24 3.05 2.99 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 10.57 9.76 11.75 13.08 0.00 11.08 25.20 10.27 0.00 8.29 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 2/28/07 Wedge Capital Mgmt R Mid Cap V Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 2/28/07 Wedge Capital Mgmt R Mid Cap V Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 3.24 1.37 37,172 59 1,206 38,437 9.37 5.18 39,278 -4,378 3,537 38,437 19.68 15.93 52,582 -21,256 7,112 38,437 9.29 7.46 58,004 -31,108 11,541 38,437 16.06 15.14 40,626 -37,113 34,923 38,437 9.09 7.23 32,228 -41,115 47,324 38,437 9.41 7.48 30,365 -41,115 49,187 38,437 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 98 City of Clearwater Employees Pension Fund Wedge Capital Mgmt as of 6/30/17 Cash & Equiv $2,377 6.18% Domestic Equity $36,060 93.82% Periods from 2/07 to 6/17 Alpha Beta R-Squared 0.48 0.99 0.96 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 w 1 T Annualized Standard Deviation% w Wedge Capital Mgmt 1 R Mid Cap V T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 9.41 7.48 0.72 18.02 17.91 0.43 0.48 0.38 0.00 0.44 Asset Allocation ($000) Risk/Return Analysis 99 City of Clearwater Employees Pension Fund Midcap Value Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low w Wedge Capital Mgmt Net Ret Rank 1 R Mid Cap V Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 3.12 1.85 1.47 0.71 -6.84 3.24 1 1.37 50 22.44 21.43 15.96 12.76 -1.59 19.68 35 15.93 50 15.04 14.62 9.76 7.72 -6.38 8.02 71 9.40 60 9.96 9.23 8.95 7.38 -8.07 9.29 13 7.46 70 14.03 13.05 11.69 9.11 -0.13 13.14 25 12.21 39 16.60 14.12 12.88 9.82 7.06 16.06 8 15.14 12 13.22 12.25 11.03 9.72 6.92 13.57 1 12.39 15 16.33 15.29 18.04 16.91 12.21 10.34 9.09 7.23 -10% -5% 0% 5% 10% 15% 20% 25% w 1 w 1 w 1 w 1 w1 w1 w1 w1 w1 w 1 w 1 100 City of Clearwater Employees Pension Fund Midcap Value Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low w Wedge Capital Mgmt Net Ret Rank 1 R Mid Cap V Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 9.31 6.77 3.90 3.11 1.53 9.37 1 5.18 32 32.10 31.00 22.19 16.92 13.50 14.46 83 20.00 57 2.87 -2.28 -3.22 -11.29 -31.45 -5.72 64 -4.78 64 13.17 12.03 9.00 7.88 6.27 19.82 1 14.74 1 46.27 44.14 34.05 31.22 26.69 34.92 46 33.45 58 32.17 18.21 16.03 12.41 11.55 23.16 12 18.48 25 8.95 6.35 -1.12 -5.17 -7.49 -0.33 45 -1.38 52 34.93 28.13 19.86 19.43 16.95 23.30 40 24.76 37 61.66 57.20 38.68 29.76 22.89 38.51 51 34.20 56 -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% w 1 w 1 w 1 w 1 w 1 w 1 w 1 w 1 w 1 101 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Midcap Value Portfolios High 1st Qt Median 3rd Qt Low w Wedge Capital Mgmt Net Ret Rank 1 R Mid Cap V Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 9.96 9.25 9.09 8.08 6.97 9.29 20 7.46 87 11.42 10.98 10.26 9.39 6.62 9.73 71 8.94 87 12.52 11.51 10.91 8.67 2.88 8.94 61 9.45 55 14.32 11.36 10.23 9.19 4.88 10.28 42 10.49 35 13.78 12.21 11.31 10.12 6.76 11.04 58 10.99 58 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% 14% 15% w 1 w 1 w 1 w 1 w 1 Wedge Capital Mgmt Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% -0.2 0.5 2.0 -1.7 0.7 0.1 -1.5 -1.1 2.7 4.3 0.4 0.3 -0.1 -1.6 -2.5 -1.5 0.0 -0.7 2.1 1.9 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R Mid Cap V 102 City of Clearwater Employees Pension Fund Risk Measure Summary Wedge Capital Mgmt Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.24 0.75 3.24 5.93 19.68 19.68 2.20 0.87 1.30 0.73 8.71 22.10 2.86 1.15 0 4 1.37 5.52 15.93 15.93 3.53 4.38 3 9 1.07 0.79 0.58 -8.10 10.66 -7.12 19.68 9.08 0.98 0.48 0.80 1.00 9.23 4.12 0.42 3 9 -8.04 6.05 -4.78 20.00 8.29 0.87 4 16 1.01 0.79 0.55 -8.10 16.49 -7.12 34.92 9.88 1.03 0.12 0.87 1.61 15.43 3.58 0.23 3 17 -8.04 14.21 -4.78 33.45 8.96 1.67 14 27 1.03 0.91 0.63 -26.40 25.65 -39.75 73.15 19.71 0.99 0.48 0.96 0.44 8.77 4.03 0.44 13 28 -27.19 23.62 -42.51 72.41 19.51 0.35 103 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Midcap Value Portfolios Annualized Rate of Return4.0 5.4 6.8 8.2 9.6 11.0 12.4 13.8 15.2 16.6 18.0 0.0 1.8 3.6 5.3 7.2 9.0 10.8 12.6 14.4 16.2 18.0 w 1 MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank w Wedge Capital Mgmt 1 R Mid Cap V Median 9.29 13 9.08 43 7.46 70 8.29 39 8.95 10.94 Annualized Rate of Return5.5 6.15 6.8 7.45 8.1 8.75 9.4 10.05 10.7 11.35 12.0 4.0 5.8 7.6 9.4 11.2 13.0 14.8 16.6 18.4 20.1 21.9 w 1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank w Wedge Capital Mgmt 1 R Mid Cap V Median 16.06 8 9.88 69 15.14 12 8.96 61 12.88 8.62 104 City of Clearwater Employees Pension Fund Equity Summary Statistics Wedge Capital Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R Mid Cap V 44 36,060,147 10,639,293 8,337,271 1.85 21.83 17.57 1.09 1.97 75.36 4.42 590 13,312,522 6,839,792 2.19 29.09 19.81 0.99 1.83 75.27 3.68 Ten Largest Holdings Transdigm Group Inc Eqt Corp Universal Health Svc Zimmer Hldgs Inc Ally Finl Inc Great Plains Energy Murphy Oil Corp Wyndham Worldwide Co Fidelity National Fi Mednax Inc Market Value % of Portfolio Quarterly Ret 1,539,281 1,505,763 1,501,584 1,412,400 1,249,820 1,215,120 1,185,054 1,164,756 1,098,335 1,074,586 4.28 4.18 4.17 3.92 3.47 3.38 3.29 3.24 3.05 2.99 22.12 -4.06 -1.82 5.35 3.21 1.16 -9.52 19.83 15.80 -12.99 Ten Best Performers Packaging Corp Amer Transdigm Group Inc Wyndham Worldwide Co Owens Ill Inc Dana Holding Corp Fidelity National Fi Cit Group Inc Convergys Corp Royal Caribbean Crui Dxc Technology Co Quarterly Ret 22.30 22.12 19.83 17.37 15.97 15.80 13.80 12.90 11.82 11.44 Ten Worst Performers Weatherford Intl Plc Technipfmc Ltd Mednax Inc Murphy Oil Corp Cbl & Assoc Pptys In TCF Bkg & Svgs Fa Mi Eqt Corp Signature Bk New Yor Universal Health Svc UGI Corp New Quarterly Ret -41.80 -16.31 -12.99 -9.52 -8.87 -5.91 -4.06 -3.28 -1.82 -1.51 105 City of Clearwater Employees Pension Fund Equity Contribution to Return Wedge Capital Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R Mid Cap V 44 36,060,147 10,639,293 8,337,271 1.85 21.83 17.57 1.09 1.97 75.36 4.42 590 13,312,522 6,839,792 2.19 29.09 19.81 0.99 1.83 75.27 3.68 Ten Best Contributors Transdigm Group Inc Packaging Corp Amer Wyndham Worldwide Co Fidelity National Fi Owens Ill Inc Dana Holding Corp Marvell Technology G Cit Group Inc Zimmer Hldgs Inc Delphi Automotive Pl Market Value % of Portfolio Quarterly Ret 1,539,281 1,058,205 1,164,756 1,098,335 820,456 756,987 1,025,892 637,970 1,412,400 788,850 4.28 2.94 3.24 3.05 2.28 2.10 2.85 1.77 3.92 2.19 22.12 22.30 19.83 15.80 17.37 15.97 8.65 13.80 5.35 9.26 Ten Worst Contributors Weatherford Intl Plc Mednax Inc Murphy Oil Corp Eqt Corp Technipfmc Ltd Universal Health Svc Cbl & Assoc Pptys In TCF Bkg & Svgs Fa Mi UGI Corp New Signature Bk New Yor Market Value % of Portfolio Quarterly Ret 887,004 1,074,586 1,185,054 1,505,763 225,760 1,501,584 269,760 344,224 704,366 288,208 2.46 2.99 3.29 4.18 0.63 4.17 0.75 0.96 1.96 0.80 -41.80 -12.99 -9.52 -4.06 -16.31 -1.82 -8.87 -5.91 -1.51 -3.28 106 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Wedge Capital Mgmt Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 11.63 9.41 12.23 13.34 0.00 10.54 27.05 7.46 0.00 8.34 100.00 9.62 6.12 12.94 8.51 3.26 4.13 19.83 9.14 1.18 11.25 100.00 -15.46 12.66 8.40 11.44 -2.64 5.12 9.34 1.13 3.84 -12.15 -0.00 3.13 4.32 0.02 8.29 3.22 2.89 -0.65 1.77 1.04 -0.39 1.19 0.64 0.95 0.00 -1.15 0.51 0.48 0.00 -0.05 2.19 -0.26 -0.03 -0.01 0.16 0.03 0.46 0.16 -0.03 0.02 -0.02 0.47 -0.65 1.16 0.63 1.11 0.03 -0.69 0.67 0.45 0.02 -0.07 2.66 Index - R Mid Cap V Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.28% [ Actual Return 3.56% ] - [ Buy Hold Return 3.84% ] 107 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Wedge Capital Mgmt Quarter Ending 6/17 % Allocation Energy 11.63 9.62 Materials 9.41 6.12 Industrials 12.23 12.94 Con. Discretionary 13.34 8.51 Consumer Staples 0.00 3.26 Health Care 10.54 4.13 Financials 27.05 19.83 Infomation Tech.7.46 9.14 Telecom. Services 0.00 1.18 Utilities 8.34 11.25 Wedge Capital Mgmt R Mid Cap V % Return -15.46 -12.15 12.66 8.40 3.13 11.44 4.32 0.02 -2.64 8.29 5.12 3.22 9.34 2.89 -0.65 1.13 1.77 % Variance -0.65 1.16 0.63 1.11 0.03 -0.69 0.67 0.45 0.02 -0.07 108 City of Clearwater Employees Pension Fund Small Cap Equity Comp as of 6/30/17 National Instrs Corp Grand Canyon Ed Inc Pegasystems Inc Bio Techne Corp Chemed Corp New Proto Labs Inc Health Care Group In Athenahealth Inc Dorman Products Inc Knight Transn Inc GICS Sector % Port Information Technology Consumer Discretionary Information Technology Health Care Health Care Industrials Industrials Health Care Consumer Discretionary Industrials 2.79 2.25 1.81 1.60 1.58 1.57 1.53 1.48 1.45 1.44 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 1.75 2.78 19.49 12.84 5.47 13.99 14.58 28.62 0.00 0.47 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 26.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Small Cap Equity Comp R2000 Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Small Cap Equity Comp R2000 Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 5.01 2.46 50,327 118 2,520 52,965 8.68 4.99 51,413 -2,764 4,317 52,965 22.85 24.60 53,163 -10,541 10,344 52,965 8.54 7.36 69,342 -28,314 11,937 52,965 14.04 13.70 47,898 -30,320 35,388 52,965 8.15 6.92 69,785 -69,326 52,506 52,965 10.07 9.30 29,988 -69,326 92,303 52,965 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 109 City of Clearwater Employees Pension Fund Small Cap Equity Comp as of 6/30/17 Cash & Equiv $1,275 2.41% Domestic Equity $51,690 97.59% Periods from 8/03 to 6/17 Alpha Beta R-Squared 0.38 0.90 0.95 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 S 1 T Annualized Standard Deviation% S Small Cap Equity Comp 1 R2000 T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 10.07 9.30 1.29 17.47 18.46 0.51 0.50 0.43 0.00 0.12 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 110 City of Clearwater Employees Pension Fund Small Neutral Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low S Small Cap Equity Comp Net Ret Rank 1 R2000 Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 10.54 2.30 1.27 0.08 -1.41 5.01 7 2.46 21 30.94 26.00 23.94 21.48 15.64 22.85 58 24.60 42 13.36 11.87 9.90 8.00 1.96 9.86 50 7.80 83 12.07 9.88 8.08 7.18 1.38 8.54 36 7.36 65 14.92 13.58 12.09 11.41 8.69 11.43 73 11.22 79 18.03 16.34 15.38 13.84 12.40 14.04 71 13.70 78 14.65 12.95 12.15 11.19 9.49 12.26 45 10.91 82 17.94 16.02 15.45 14.80 13.58 16.09 20 14.35 84 19.39 17.48 16.65 15.50 14.75 16.39 58 15.22 84 14.47 12.98 11.44 10.34 9.07 11.38 51 9.85 88 10.35 9.30 8.61 7.91 6.56 8.15 67 6.92 87 -5% 0% 5% 10% 15% 20% 25% 30% 35% S 1 S 1 S 1 S1 S1 S1 S1 S 1 S1 S 1 S1 111 City of Clearwater Employees Pension Fund Small Neutral Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low S Small Cap Equity Comp Net Ret Rank 1 R2000 Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 8.28 5.87 3.14 1.06 -2.31 8.68 4 4.99 34 36.55 28.26 25.79 23.53 16.93 18.26 91 21.31 84 1.60 -1.95 -3.68 -6.58 -16.71 -1.70 21 -4.41 60 10.28 8.23 5.42 1.51 -3.67 0.39 83 4.89 60 48.95 42.94 41.34 37.40 32.18 42.51 35 38.82 68 24.20 21.38 17.70 15.00 11.11 17.61 51 16.34 63 3.41 -0.32 -3.11 -5.63 -9.91 2.07 11 -4.17 60 35.59 31.17 29.95 23.59 20.47 29.27 52 26.85 62 48.66 37.58 33.62 27.78 22.82 33.51 55 27.19 76 -22.88 -30.16 -33.71 -36.46 -40.84 -38.63 89 -33.80 55 11.68 2.37 -2.28 -5.44 -10.76 3.27 19 -1.55 43 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% S1 S1 S1 S 1 S1 S1 S 1 S1 S 1 S 1 S 1 112 City of Clearwater Employees Pension Fund Risk Measure Summary Small Cap Equity Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.93 0.50 3.50 6.33 22.85 22.85 2.69 0.58 1.94 0.77 8.32 38.73 5.24 -0.34 0 4 2.46 9.05 24.60 24.60 7.48 3.22 2 10 0.94 0.76 0.58 -8.82 9.12 -5.01 22.85 10.70 0.80 0.59 0.95 0.78 10.35 3.59 0.22 3 9 -11.92 9.73 -9.76 26.22 12.99 0.55 3 17 0.95 0.76 0.55 -8.82 11.91 -5.01 42.51 10.62 0.87 0.48 0.93 1.31 15.93 3.31 0.04 3 17 -11.92 12.39 -9.76 38.82 11.75 1.15 15 40 0.96 0.87 0.60 -25.65 20.74 -38.63 57.55 17.25 0.90 0.38 0.95 0.53 10.09 4.19 0.12 16 39 -26.12 20.68 -37.50 62.77 18.65 0.44 113 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Small Neutral Portfolios Annualized Rate of Return9.0 9.7 10.4 11.1 11.8 12.5 13.2 13.9 14.6 15.3 16.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 S 1MedianRisk Median Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank S Small Cap Equity Comp 1 R2000 Median 8.54 36 10.70 9 7.36 65 12.99 64 8.08 12.40 Annualized Rate of Return7.0 7.9 8.8 9.7 10.6 11.5 12.4 13.3 14.2 15.1 16.0 11.0 11.9 12.7 13.6 14.5 15.4 16.3 17.2 18.1 19.0 19.9 S 1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank S Small Cap Equity Comp 1 R2000 Median 14.04 71 10.62 28 13.70 78 11.75 58 15.38 11.48 114 City of Clearwater Employees Pension Fund Riverbridge Partners as of 6/30/17 National Instrs Corp Grand Canyon Ed Inc Pegasystems Inc Chemed Corp New Proto Labs Inc Health Care Group In Athenahealth Inc Ellie Mae Inc Ultimate Software Gr Costar Group Inc GICS Sector % Port Information Technology Consumer Discretionary Information Technology Health Care Industrials Industrials Health Care Information Technology Information Technology Information Technology 4.62 4.31 3.46 3.03 3.01 2.92 2.84 2.64 2.60 2.57 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 0.00 0.00 18.51 13.43 5.45 19.87 4.20 38.54 0.00 0.00 -5.0 0.0 5.0 10.0 15.0 20.0 25.0 30.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/10 Riverbridge Partners R2000G Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/10 Riverbridge Partners R2000G Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 8.79 4.39 25,302 62 2,224 27,588 17.38 9.97 23,399 118 4,071 27,588 28.26 24.40 21,317 222 6,049 27,588 10.09 7.64 33,487 -12,687 6,788 27,588 14.16 13.98 23,050 -12,690 17,228 27,588 15.52 13.71 16,876 -12,691 23,403 27,588 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 115 City of Clearwater Employees Pension Fund Riverbridge Partners as of 6/30/17 Cash & Equiv $609 2.21% Domestic Equity $26,979 97.79% Periods from 9/10 to 6/17 Alpha Beta R-Squared 1.00 0.80 0.90 Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 R 1 T Annualized Standard Deviation% R Riverbridge Partners 1 R2000G T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 15.52 13.71 0.16 14.37 16.52 0.06 1.07 0.82 0.00 0.18 Asset Allocation ($000) Risk/Return Analysis 116 City of Clearwater Employees Pension Fund Small Growth Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low R Riverbridge Partners Net Ret Rank 1 R2000G Net Ret Rank Last Qtr Last 2 Qtrs Last 3 Qtrs 6/17 YTD Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years 7.77 4.50 3.58 2.46 0.09 8.79 3 4.39 28 16.96 10.91 8.00 5.34 2.05 17.38 3 9.97 29 18.82 15.93 14.03 11.23 4.82 19.39 4 13.90 52 16.96 10.91 8.00 5.34 2.05 17.38 3 9.97 29 29.82 25.98 22.06 19.05 11.51 28.26 11 24.40 33 12.20 9.75 6.07 3.19 -0.61 11.60 10 5.37 62 12.79 10.17 7.93 5.38 2.61 10.09 25 7.64 52 15.89 13.61 11.78 9.59 7.76 11.99 46 11.68 51 19.11 15.63 14.55 13.22 10.07 14.16 58 13.98 60 15.32 13.53 11.80 9.79 7.65 12.95 33 11.01 60 -5% 0% 5% 10% 15% 20% 25% 30% 35% R 1 R 1 R 1 R 1 R 1 R 1 R 1 R1 R1 R 1 117 City of Clearwater Employees Pension Fund Small Growth Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low R Riverbridge Partners Net Ret Rank 1 R2000G Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 16.96 10.91 8.00 5.34 2.05 17.38 3 9.97 29 26.84 19.26 15.44 9.00 1.85 13.29 56 11.32 64 4.97 1.03 -2.00 -4.02 -7.30 -3.15 62 -1.38 40 9.72 7.06 4.88 2.60 -5.11 0.20 82 5.60 38 52.44 45.90 42.19 38.44 31.42 43.50 42 43.29 43 22.18 17.99 15.27 12.53 9.58 17.83 26 14.59 58 10.13 4.27 0.65 -2.95 -9.68 4.27 25 -2.92 74 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 55% R 1 R 1 R 1 R 1 R 1 R 1 R 1 118 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Small Growth Portfolios High 1st Qt Median 3rd Qt Low R Riverbridge Partners Net Ret Rank 1 R2000G Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 12.45 9.78 7.93 5.69 3.55 10.09 24 7.64 52 10.60 8.69 7.19 5.16 3.37 6.20 65 6.72 57 9.28 7.57 6.03 3.21 1.71 3.21 75 5.05 63 10.51 8.53 7.08 5.41 3.99 5.22 77 6.59 57 12.72 9.95 8.48 7.39 5.64 7.04 82 7.74 71 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% R 1 R 1 R 1 R 1 R 1 Riverbridge Partners Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -12.0% -10.0% -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% -1.4 0.8 -0.9 1.1 0.3 -0.4 -1.4 -4.0 -0.4 0.7 -4.1 -0.8 5.0 -1.7 1.9 3.3 -1.6 -1.8 2.4 4.2 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R2000G 119 City of Clearwater Employees Pension Fund Risk Measure Summary Riverbridge Partners Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.16 0.50 1.71 8.79 28.26 28.26 6.42 0.91 1.35 0.57 4.32 30.68 6.30 0.51 0 4 3.57 9.22 24.40 24.40 5.00 4.78 3 9 1.01 0.77 0.50 -8.67 10.78 -7.97 28.26 12.29 0.83 0.88 0.83 0.80 11.91 5.64 0.35 3 9 -13.06 10.06 -11.84 24.40 13.52 0.55 5 15 0.93 0.77 0.45 -8.67 13.10 -7.97 43.50 11.90 0.87 0.46 0.85 1.17 16.05 4.92 -0.01 3 17 -13.06 13.20 -11.84 43.29 12.59 1.10 6 21 0.91 0.64 0.44 -15.89 16.39 -7.97 43.50 14.58 0.80 1.00 0.90 1.05 19.14 5.78 0.18 6 21 -22.26 17.11 -11.84 43.29 17.25 0.79 120 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Small Growth Portfolios 3 Years Ending 6/30/17 Annualized Rate of Return6.0 7.2 8.4 9.6 10.8 12.0 13.2 14.4 15.6 16.8 18.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 R 1MedianRisk Median Return Historical Standard Deviation of Return Annualized Net of Fee Return Standard Deviation Value Rank Value Rank R Riverbridge Partners 1 R2000G Median 10.09 25 12.29 55 7.64 52 13.52 76 7.93 12.23 121 City of Clearwater Employees Pension Fund Equity Summary Statistics Riverbridge Partners Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R2000G 54 26,978,513 2,960,240 2,042,188 0.50 57.53 35.89 1.12 3.98 13.74 6.70 1,171 2,231,130 930,735 0.69 100.79 19.42 1.17 4.10 42.89 8.21 Ten Largest Holdings National Instrs Corp Grand Canyon Ed Inc Pegasystems Inc Chemed Corp New Proto Labs Inc Health Care Group In Athenahealth Inc Ellie Mae Inc Ultimate Software Gr Costar Group Inc Market Value % of Portfolio Quarterly Ret 1,245,694 1,162,036 933,658 816,075 812,716 788,243 765,014 711,447 701,810 694,322 4.62 4.31 3.46 3.03 3.01 2.92 2.84 2.64 2.60 2.57 24.25 9.50 33.14 12.10 31.60 9.12 24.72 9.61 7.61 27.21 Ten Best Performers Freshpet Inc Novadaq Technologies Teladoc Inc Pegasystems Inc Proto Labs Inc Costar Group Inc Athenahealth Inc National Instrs Corp Alarm Com Hldgs Inc Veeva Sys Inc Quarterly Ret 50.91 50.45 38.80 33.14 31.60 27.21 24.72 24.25 22.41 19.56 Ten Worst Performers Cheesecake Factory I Financial Engines In United Nat Foods Inc Digi Intl Inc Ritchie Bros Auction Gentex Corp Diplomat Pharmacy In Wageworks Inc U S Physical Therapy Verint Sys Inc Quarterly Ret -20.29 -15.81 -15.11 -14.71 -12.17 -10.67 -7.21 -7.05 -6.93 -6.17 122 City of Clearwater Employees Pension Fund Equity Contribution to Return Riverbridge Partners Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 2000 Growth 54 26,978,513 2,960,240 2,042,188 0.50 57.53 35.89 1.12 3.98 13.74 6.70 1,171 2,231,130 930,735 0.69 100.79 19.42 1.17 4.10 42.89 8.21 Ten Best Contributors Pegasystems Inc National Instrs Corp Proto Labs Inc Freshpet Inc Athenahealth Inc Costar Group Inc Novadaq Technologies Teladoc Inc Grand Canyon Ed Inc Alarm Com Hldgs Inc Market Value % of Portfolio Quarterly Ret 933,658 1,245,694 812,716 453,562 765,014 694,322 298,544 308,136 1,162,036 459,538 3.46 4.62 3.01 1.68 2.84 2.57 1.11 1.14 4.31 1.70 33.14 24.25 31.60 50.91 24.72 27.21 50.45 38.80 9.50 22.41 Ten Worst Contributors United Nat Foods Inc Ritchie Bros Auction Financial Engines In Cheesecake Factory I Gentex Corp Digi Intl Inc Wageworks Inc Verint Sys Inc U S Physical Therapy Diplomat Pharmacy In Market Value % of Portfolio Quarterly Ret 531,233 634,321 447,581 323,932 566,824 192,952 367,181 370,167 307,738 138,276 1.97 2.35 1.66 1.20 2.10 0.72 1.36 1.37 1.14 0.51 -15.11 -12.17 -15.81 -20.29 -10.67 -14.71 -7.05 -6.17 -6.93 -7.21 123 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Riverbridge Partners Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 0.00 0.00 18.13 15.19 4.73 20.14 4.59 37.21 0.00 0.00 100.00 1.26 5.48 15.80 14.79 3.03 21.89 5.68 25.05 0.77 0.82 100.00 6.40 2.21 7.89 12.63 0.16 12.30 9.00 -21.25 1.74 0.62 2.16 -1.22 9.54 -0.92 5.49 26.77 5.38 3.87 0.00 0.00 1.05 0.01 0.43 0.62 0.05 2.53 0.00 0.00 4.69 0.32 0.12 -0.08 -0.01 -0.09 -0.10 0.05 0.20 -0.18 -0.01 0.22 0.32 0.12 0.97 0.00 0.34 0.52 0.10 2.73 -0.18 -0.01 4.92 Index - R2000G Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.43% [ Actual Return 9.43% ] - [ Buy Hold Return 9.00% ] 124 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Riverbridge Partners Quarter Ending 6/17 % Allocation Energy 0.00 1.26 Materials 0.00 5.48 Industrials 18.13 15.80 Con. Discretionary 15.19 14.79 Consumer Staples 4.73 3.03 Health Care 20.14 21.89 Financials 4.59 5.68 Infomation Tech.37.21 25.05 Telecom. Services 0.00 0.77 Utilities 0.00 0.82 Riverbridge Partners R2000G % Return -21.25 1.74 6.40 0.62 2.21 2.16 7.89 -1.22 12.63 9.54 0.16 -0.92 12.30 5.49 26.77 5.38 % Variance 0.32 0.12 0.97 0.00 0.34 0.52 0.10 2.73 -0.18 -0.01 125 City of Clearwater Employees Pension Fund Atlanta Capital Mgmt as of 6/30/17 Manhattan Assocs Inc Blackbaud Inc Corelogic Inc Aptargroup Inc Choice Hotels Intl I Wex Inc Morningstar Inc Fair Isaac Corp Caseys Gen Stores Exponet Inc GICS Sector % Port Information Technology Information Technology Information Technology Materials Consumer Discretionary Information Technology Financials Information Technology Consumer Staples Industrials 3.83 3.36 3.29 3.08 2.87 2.84 2.74 2.71 2.64 2.47 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 1.18 4.86 25.18 15.28 7.63 7.25 17.61 21.01 0.00 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 26.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Atlanta Capital Mgmt Russell 2000 Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Atlanta Capital Mgmt Russell 2000 Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 3.22 2.46 12,602 26 405 13,033 4.31 4.99 15,409 -2,944 568 13,033 14.15 24.60 17,996 -6,884 1,921 13,033 10.47 7.36 17,266 -8,816 4,583 13,033 15.27 13.94 13,363 -10,818 10,488 13,033 11.83 6.18 18,131 -20,819 15,722 13,033 12.51 9.34 14,990 -20,819 18,863 13,033 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 126 City of Clearwater Employees Pension Fund Atlanta Capital Mgmt as of 6/30/17 Cash & Equiv $518 3.98% Domestic Equity $12,515 96.02% Periods from 8/03 to 6/17 Alpha Beta R-Squared 1.24 0.73 0.90 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 t 1 T Annualized Standard Deviation% t Atlanta Capital Mgmt 1 Russell 2000 T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 12.51 9.34 1.29 15.42 18.42 0.51 0.73 0.44 0.00 0.31 Asset Allocation ($000) Risk/Return Analysis 127 City of Clearwater Employees Pension Fund Small Neutral Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low t Atlanta Capital Mgmt Net Ret Rank 1 Russell 2000 Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 10.54 2.30 1.27 0.08 -1.41 3.22 13 2.46 21 30.94 26.00 23.94 21.48 15.64 14.15 98 24.60 42 13.36 11.87 9.90 8.00 1.96 9.27 55 7.80 83 12.07 9.88 8.08 7.18 1.38 10.47 18 7.36 65 14.92 13.58 12.09 11.41 8.69 13.04 30 11.22 79 18.03 16.34 15.38 13.84 12.40 15.27 56 13.94 74 14.65 12.95 12.15 11.19 9.49 13.18 18 11.22 73 17.94 16.02 15.45 14.80 13.58 17.04 9 13.89 87 19.39 17.48 16.65 15.50 14.75 17.32 27 15.24 84 14.47 12.98 11.44 10.34 9.07 14.05 5 9.82 88 10.35 9.30 8.61 7.91 6.56 11.83 1 6.18 95 -5% 0% 5% 10% 15% 20% 25% 30% 35% t1 t 1 t 1 t 1 t 1 t1 t 1 t 1 t 1 t 1 t 1 128 City of Clearwater Employees Pension Fund Small Neutral Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low t Atlanta Capital Mgmt Net Ret Rank 1 Russell 2000 Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 8.28 5.87 3.14 1.06 -2.31 4.31 35 4.99 34 36.55 28.26 25.79 23.53 16.93 18.02 92 21.31 84 1.60 -1.95 -3.68 -6.58 -16.71 4.97 1 -4.41 60 10.28 8.23 5.42 1.51 -3.67 3.50 69 4.89 60 48.95 42.94 41.34 37.40 32.18 42.43 35 37.88 72 24.20 21.38 17.70 15.00 11.11 12.53 93 18.05 45 3.41 -0.32 -3.11 -5.63 -9.91 10.20 1 -5.50 71 35.59 31.17 29.95 23.59 20.47 25.98 66 24.51 72 48.66 37.58 33.62 27.78 22.82 26.83 76 20.57 95 -22.88 -30.16 -33.71 -36.46 -40.84 -19.52 1 -28.92 12 11.68 2.37 -2.28 -5.44 -10.76 6.91 13 -9.77 88 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% t1 t1 t 1 t1 t 1 t 1 t 1 t1 t 1 t 1 t 1 129 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Small Cap Neutral Portfolios High 1st Qt Median 3rd Qt Low t Atlanta Capital Mgmt Net Ret Rank 1 Russell 2000 Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 12.07 9.91 8.18 7.25 5.76 10.47 18 7.36 68 11.93 10.01 8.64 7.62 4.77 9.37 34 7.22 82 12.39 9.66 8.67 7.03 5.46 8.64 53 6.74 84 11.18 9.53 8.05 7.04 5.76 9.89 21 6.71 85 11.57 10.10 8.74 7.82 6.62 12.67 1 7.08 91 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% t 1 t 1 t 1 t 1 t 1 Atlanta Capital Mgmt Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% -1.4 -0.7 0.2 1.2 0.0 1.8 -2.1 -1.8 2.3 0.3 2.3 1.0 5.2 1.1 5.4 0.1 -6.2 -1.7 -1.4 0.7 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. Russell 2000 130 City of Clearwater Employees Pension Fund Risk Measure Summary Atlanta Capital Mgmt Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.58 0.25 1.06 7.00 14.15 14.15 5.13 0.47 0.67 0.52 2.66 29.35 6.36 -1.43 0 4 2.46 9.05 24.60 24.60 7.48 3.22 2 10 0.90 0.45 0.75 -7.38 10.08 2.12 18.02 9.82 0.67 1.27 0.78 1.04 15.19 6.29 0.38 3 9 -11.92 9.73 -9.76 26.22 12.99 0.55 3 17 0.91 0.45 0.65 -7.38 11.87 2.12 42.43 9.99 0.78 1.03 0.80 1.51 19.48 5.20 0.17 3 17 -11.92 11.63 -9.76 37.88 11.63 1.18 14 41 0.89 0.57 0.62 -16.60 18.00 -24.55 52.53 14.43 0.73 1.24 0.90 0.80 15.86 6.85 0.31 15 40 -24.89 22.70 -38.89 65.05 18.82 0.44 131 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Small Neutral Portfolios Annualized Rate of Return9.0 9.7 10.4 11.1 11.8 12.5 13.2 13.9 14.6 15.3 16.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 t 1MedianRisk Median Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank t Atlanta Capital Mgmt 1 Russell 2000 Median 10.47 18 9.82 1 7.36 65 12.99 64 8.08 12.40 Annualized Rate of Return7.0 7.9 8.8 9.7 10.6 11.5 12.4 13.3 14.2 15.1 16.0 11.0 11.9 12.7 13.6 14.5 15.4 16.3 17.2 18.1 19.0 19.9 t 1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank t Atlanta Capital Mgmt 1 Russell 2000 Median 15.27 56 9.99 3 13.94 74 11.63 53 15.38 11.48 132 City of Clearwater Employees Pension Fund Equity Summary Statistics Atlanta Capital Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 2000 56 12,515,257 3,275,437 2,898,725 0.93 28.65 28.30 0.97 3.54 47.25 7.49 2,008 2,042,853 792,019 1.29 55.41 18.06 1.13 2.14 49.24 4.87 Ten Largest Holdings Manhattan Assocs Inc Blackbaud Inc Corelogic Inc Aptargroup Inc Choice Hotels Intl I Wex Inc Morningstar Inc Fair Isaac Corp Caseys Gen Stores Exponet Inc Market Value % of Portfolio Quarterly Ret 479,399 420,604 411,242 384,790 359,158 355,561 342,424 338,487 329,577 308,349 3.83 3.36 3.29 3.08 2.87 2.84 2.74 2.71 2.64 2.47 -7.67 12.01 6.53 13.27 2.98 0.74 -0.03 8.11 -4.38 -1.76 Ten Best Performers Integra Lifesciences Universal Health Rlt National Instrs Corp Knight Transn Inc Graco Inc Bio Techne Corp Raven Inds Inc Artisan Partners Ass Bio Rad Labs Inc Aptargroup Inc Quarterly Ret 29.39 24.38 24.25 18.39 16.53 15.93 15.15 13.62 13.53 13.27 Ten Worst Performers Hibbett Sports Inc Monro Muffler Brake Dril-Quip Inc RLI Corp Manhattan Assocs Inc Prosperity Bancshare Balchem Corp Pinnacle Finl Partne Kirby Expl Co. Lancaster Colony Cor Quarterly Ret -29.66 -19.57 -10.54 -8.65 -7.67 -7.38 -5.71 -5.29 -5.24 -4.41 133 City of Clearwater Employees Pension Fund Equity Contribution to Return Atlanta Capital Mgmt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio Russell 2000 56 12,515,257 3,275,437 2,898,725 0.93 28.65 28.30 0.97 3.54 47.25 7.49 2,008 2,042,853 792,019 1.29 55.41 18.06 1.13 2.14 49.24 4.87 Ten Best Contributors Integra Lifesciences Knight Transn Inc Aptargroup Inc Blackbaud Inc Bio Techne Corp National Instrs Corp Universal Health Rlt Graco Inc Forward Air Corp Bio Rad Labs Inc Market Value % of Portfolio Quarterly Ret 235,265 298,697 384,790 420,604 307,028 193,498 159,955 189,382 249,670 227,215 1.88 2.39 3.08 3.36 2.45 1.55 1.28 1.51 2.00 1.82 29.39 18.39 13.27 12.01 15.93 24.25 24.38 16.53 12.34 13.53 Ten Worst Contributors Manhattan Assocs Inc Monro Muffler Brake Hibbett Sports Inc Dril-Quip Inc Prosperity Bancshare Kirby Expl Co. Caseys Gen Stores RLI Corp Pinnacle Finl Partne Balchem Corp Market Value % of Portfolio Quarterly Ret 479,399 154,893 69,056 146,986 206,403 286,519 329,577 143,378 185,009 118,741 3.83 1.24 0.55 1.18 1.65 2.29 2.64 1.15 1.48 0.95 -7.67 -19.57 -29.66 -10.54 -7.38 -5.24 -4.38 -8.65 -5.29 -5.71 134 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Atlanta Capital Mgmt Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 1.36 4.64 24.60 15.81 7.65 8.12 17.66 20.16 0.00 0.00 100.00 3.45 5.15 14.26 12.21 2.90 13.05 19.33 17.49 0.69 3.64 100.00 -10.54 8.60 5.63 -2.20 -2.72 15.02 1.71 4.64 3.54 -19.57 0.02 2.29 2.69 -4.19 8.87 0.84 3.81 15.52 2.84 2.06 0.12 0.40 0.82 -0.77 0.11 0.50 0.15 0.17 0.00 0.00 1.50 0.45 0.01 0.02 0.02 -0.30 -0.34 0.02 0.05 -0.09 -0.03 -0.18 0.57 0.41 0.85 -0.75 -0.18 0.16 0.17 0.21 -0.09 -0.03 1.32 Index - Russell 2000 Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.02% [ Actual Return 3.56% ] - [ Buy Hold Return 3.54% ] 135 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Atlanta Capital Mgmt Quarter Ending 6/17 % Allocation Energy 1.36 3.45 Materials 4.64 5.15 Industrials 24.60 14.26 Con. Discretionary 15.81 12.21 Consumer Staples 7.65 2.90 Health Care 8.12 13.05 Financials 17.66 19.33 Infomation Tech.20.16 17.49 Telecom. Services 0.00 0.69 Utilities 0.00 3.64 Atlanta Capital Mgmt Russell 2000 % Return -10.54 -19.57 8.60 0.02 5.63 2.29 -2.20 2.69 -2.72 -4.19 15.02 8.87 1.71 0.84 4.64 3.81 15.52 2.84 % Variance 0.57 0.41 0.85 -0.75 -0.18 0.16 0.17 0.21 -0.09 -0.03 136 City of Clearwater Employees Pension Fund Systematic Financial Mgt as of 6/30/17 First Merchants Corp United Cmnty Bks Bla Kbr Inc Iberiabank Corp Carolina Finl Corp N Adtalem Global Ed In Cathay Bancorp Inc Hancock Hldg Co Skywest Inc Tivity Health Inc GICS Sector % Port Financials Financials Industrials Financials Financials Consumer Discretionary Financials Financials Industrials Health Care 3.28 2.13 2.00 1.83 1.74 1.65 1.61 1.44 1.43 1.40 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 6.22 6.78 15.84 9.02 3.32 7.90 34.45 14.45 0.00 2.01 -5.0 0.0 5.0 10.0 15.0 20.0 25.0 30.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Systematic Financial Mgt R2000V Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 8/31/03 Systematic Financial Mgt R2000V Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value -0.88 0.67 12,422 31 -109 12,344 -2.56 0.54 12,605 62 -323 12,344 22.85 24.86 13,850 -3,879 2,373 12,344 3.21 7.02 18,589 -6,811 566 12,344 12.22 13.38 11,484 -6,812 7,672 12,344 5.70 5.92 19,609 -12,813 5,548 12,344 8.66 9.14 15,001 -12,813 10,156 12,344 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 137 City of Clearwater Employees Pension Fund Systematic Financial Mgt as of 6/30/17 Cash & Equiv $147 1.19% Domestic Equity $12,197 98.81% Periods from 8/03 to 6/17 Alpha Beta R-Squared -0.07 1.05 0.86 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 s1 T Annualized Standard Deviation% s Systematic Financial Mgt 1 R2000V T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 8.66 9.14 1.29 20.10 18.39 0.51 0.37 0.43 0.00 -0.02 Asset Allocation ($000) Risk/Return Analysis 138 City of Clearwater Employees Pension Fund Small Value Cumulative Performance Comparisons Total Returns of Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low s Systematic Financial Mgt Net Ret Rank 1 R2000V Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 1.57 0.45 0.06 -0.87 -1.59 -0.88 81 0.67 15 28.05 24.09 20.27 19.56 15.69 22.85 37 24.86 21 11.97 11.06 9.49 7.92 7.19 6.55 99 10.29 37 10.15 8.66 8.23 7.53 4.72 3.21 99 7.02 78 14.35 13.15 11.57 11.25 9.50 8.31 99 10.71 79 17.07 15.51 14.39 13.97 12.28 12.22 95 13.38 87 14.26 12.45 12.00 10.65 8.66 9.76 89 10.77 70 17.32 15.65 15.00 14.15 11.84 13.48 78 13.50 78 18.21 16.64 16.03 14.26 13.40 15.51 59 14.88 69 12.22 11.86 11.71 10.46 8.55 8.74 95 9.53 93 5.70 5.92 -5% 0% 5% 10% 15% 20% 25% 30% s 1 s 1 s 1 s 1 s 1 s1 s1 s1 s1 s1 s1 139 City of Clearwater Employees Pension Fund Small Value Consecutive Performance Comparisons Total Returns of Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low s Systematic Financial Mgt Net Ret Rank 1 R2000V Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 2.79 2.00 0.68 -1.65 -2.13 -2.56 99 0.54 53 35.83 30.74 27.62 22.14 19.10 28.72 35 31.74 15 0.87 -0.84 -5.13 -11.27 -13.26 -6.39 55 -7.47 59 14.05 9.12 7.44 3.10 0.79 -2.60 99 4.22 67 42.46 40.06 36.97 33.89 28.54 40.72 17 34.50 63 21.66 18.70 16.63 15.32 11.80 23.50 1 18.05 41 2.62 0.57 -1.26 -8.12 -11.18 -9.91 85 -5.50 65 31.41 27.09 25.13 21.15 19.55 35.50 1 24.51 56 55.19 32.60 27.12 24.72 19.53 35.72 15 20.57 92 -22.78 -25.28 -29.56 -31.45 -35.88 -40.71 100 -28.92 48 6.56 3.88 0.40 -7.08 -12.50 0.49 50 -9.77 81 -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% s1 s1 s1 s 1 s 1 s 1 s 1 s 1 s 1 s 1 s 1 140 City of Clearwater Employees Pension Fund June 30, 2017 Performance Comparison Total Returns of Small Value Portfolios High 1st Qt Median 3rd Qt Low s Systematic Financial Mgt Net Ret Rank 1 R2000V Net Ret Rank Sep 14 Jun 17 Jun 14 Mar 17 Mar 14 Dec 16 Dec 13 Sep 16 Sep 13 Jun 16 10.15 8.66 8.24 7.68 5.95 3.21 100 7.02 85 11.19 9.95 9.13 8.55 6.50 3.40 100 7.62 81 12.62 10.39 10.05 8.15 5.93 5.48 96 8.31 72 11.97 10.11 9.02 7.12 5.69 4.09 100 6.77 78 12.61 10.78 9.71 7.18 6.01 3.86 100 6.35 85 3% 4% 5% 6% 7% 8% 9% 10% 11% 12% 13% s 1 s 1 s 1 s 1 s 1 Systematic Financial Mgt Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 1.4 0.0 -0.3 2.5 1.1 1.2 2.5 -2.6 -2.4 -4.1 2.6 0.1 -0.1 -1.3 -0.2 -3.5 0.6 0.9 -1.6 -1.5 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. R2000V 141 City of Clearwater Employees Pension Fund Risk Measure Summary Systematic Financial Mgt Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 2 2 1.00 13.04 0.50 -1.69 15.14 22.85 22.85 16.38 1.15 -1.22 0.99 1.36 19.43 2.80 -0.51 1 3 -0.13 14.07 24.86 24.86 13.63 1.79 5 7 0.82 1.16 0.33 -10.84 15.14 -9.20 28.72 14.71 1.00 -0.90 0.92 0.20 2.96 4.00 -0.90 4 8 -10.73 14.07 -7.72 31.74 14.07 0.48 6 14 0.99 1.16 0.50 -10.84 15.14 -9.20 40.72 13.27 1.04 -0.37 0.91 0.91 11.58 4.06 -0.25 4 16 -10.73 14.07 -7.72 34.50 12.14 1.09 20 35 1.00 1.03 0.53 -27.29 25.37 -40.88 74.73 21.42 1.05 -0.07 0.86 0.36 7.32 7.99 -0.02 16 39 -24.89 22.70 -38.89 65.05 18.92 0.42 142 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Small Value Portfolios Annualized Rate of Return9.5 10.2 10.9 11.6 12.3 13.0 13.7 14.4 15.1 15.8 16.5 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 s 1MedianRisk Median Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank s Systematic Financial Mgt 1 R2000V Median 3.21 99 14.71 96 7.02 78 14.07 92 8.23 12.95 Annualized Rate of Return9.0 9.5 10.0 10.5 11.0 11.5 12.0 12.5 13.0 13.5 14.0 10.0 10.9 11.7 12.6 13.5 14.4 15.3 16.2 17.1 18.0 18.9 s 1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank s Systematic Financial Mgt 1 R2000V Median 12.22 95 13.27 100 13.38 87 12.14 84 14.39 11.60 143 City of Clearwater Employees Pension Fund Equity Summary Statistics Systematic Financial Mgt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R2000V 124 12,196,568 2,021,392 1,555,717 1.12 39.82 18.82 1.20 1.44 49.57 0.02 1,397 1,849,571 680,261 1.90 37.73 17.73 1.08 1.44 55.25 1.58 Ten Largest Holdings First Merchants Corp United Cmnty Bks Bla Kbr Inc Iberiabank Corp Carolina Finl Corp N Adtalem Global Ed In Cathay Bancorp Inc Hancock Hldg Co Skywest Inc Tivity Health Inc Market Value % of Portfolio Quarterly Ret 399,594 258,957 244,129 223,310 211,534 201,325 196,202 175,175 173,921 170,957 3.28 2.13 2.00 1.83 1.74 1.65 1.61 1.44 1.43 1.40 2.55 0.72 1.81 3.50 7.86 7.05 1.31 8.12 2.72 36.94 Ten Best Performers At Home Group Inc Molina Healthcare In Lantheus Hldgs Inc Tivity Health Inc Bankrate Inc Del Triton Intl Ltd Hudson Technologies Craft Brewers Allian Lhc Group Inc Cutera Inc Quarterly Ret 53.63 51.71 41.20 36.94 33.16 31.77 28.03 26.22 25.96 25.12 Ten Worst Performers Aegean Marine Petrol Carbo Ceramics Inc Fairmount Santrol Hl Whiting Pete Corp Ne Jones Energy Inc Independence Contrac Laredo Pete Hldgs In Wpx Energy Inc Precision Drilling C Resolute Energy Corp Quarterly Ret -51.29 -47.47 -46.79 -41.75 -37.25 -29.40 -27.95 -27.86 -27.75 -26.31 144 City of Clearwater Employees Pension Fund Equity Contribution to Return Systematic Financial Mgt Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Portfolio R2000V 124 12,196,568 2,021,392 1,555,717 1.12 39.82 18.82 1.20 1.44 49.57 0.02 1,397 1,849,571 680,261 1.90 37.73 17.73 1.08 1.44 55.25 1.58 Ten Best Contributors At Home Group Inc Tivity Health Inc Molina Healthcare In Hudson Technologies Lantheus Hldgs Inc Bankrate Inc Del Nova Measuring Instr Nomad Hldgs Ltd Coresite Rlty Corp Dupont Fabros Techno Market Value % of Portfolio Quarterly Ret 120,759 170,957 90,626 130,595 85,514 96,889 154,851 107,377 145,460 90,211 0.99 1.40 0.74 1.07 0.70 0.80 1.27 0.88 1.19 0.74 53.63 36.94 51.71 28.03 41.20 33.16 18.83 23.23 15.95 24.34 Ten Worst Contributors Precision Drilling C Aegean Marine Petrol Central Garden & Pet Jones Energy Inc Timkensteel Corp Wpx Energy Inc Fairmount Santrol Hl Whiting Pete Corp Ne Childrens Pl Retail Ak Stl Hldg Corp Market Value % of Portfolio Quarterly Ret 136,281 57,242 141,995 50,386 98,983 65,447 38,513 40,251 102,100 168,192 1.12 0.47 1.17 0.41 0.81 0.54 0.32 0.33 0.84 1.38 -27.75 -51.29 -13.54 -37.25 -18.72 -27.86 -46.79 -41.75 -14.33 -8.62 145 City of Clearwater Employees Pension Fund Equity Sector Attribution Analysis Systematic Financial Mgt Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 8.12 8.02 15.99 9.04 2.21 5.78 33.55 15.59 0.00 1.70 100.00 5.51 4.83 12.80 9.78 2.78 4.71 32.19 10.37 0.62 6.31 100.00 -33.36 -3.05 1.07 2.99 3.52 15.67 0.55 5.56 -2.94 -0.53 -19.20 -1.86 4.26 3.43 -7.26 5.97 1.13 -0.15 2.28 2.53 0.34 -1.15 -0.10 -0.51 -0.04 0.24 0.56 -0.19 0.89 0.00 -0.09 -0.39 -0.51 -0.07 0.13 -0.02 0.04 0.06 0.01 -0.03 -0.01 -0.10 -0.50 -1.66 -0.17 -0.38 -0.06 0.28 0.62 -0.18 0.86 -0.01 -0.19 -0.90 Index - R2000V Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.13% [ Actual Return -0.65% ] - [ Buy Hold Return -0.53% ] 146 City of Clearwater Employees Pension Fund Equity Sector Attribution Chart Systematic Financial Mgt Quarter Ending 6/17 % Allocation Energy 8.12 5.51 Materials 8.02 4.83 Industrials 15.99 12.80 Con. Discretionary 9.04 9.78 Consumer Staples 2.21 2.78 Health Care 5.78 4.71 Financials 33.55 32.19 Infomation Tech.15.59 10.37 Telecom. Services 0.00 0.62 Utilities 1.70 6.31 Systematic Financial Mgt R2000V % Return -33.36 -19.20 -3.05 -1.86 1.07 4.26 2.99 3.43 3.52 -7.26 15.67 5.97 0.55 1.13 5.56 -0.15 2.28 -2.94 2.53 % Variance -1.66 -0.17 -0.38 -0.06 0.28 0.62 -0.18 0.86 -0.01 -0.19 147 148 City of Clearwater Employees Pension Fund International EQ Comp as of 6/30/17 Csl Ltd Reckitt Benckiser Pl Chubb Limited Tencent Hldgs Ltd Nestle S A Experian Plc Compass Group Plc Taiwan Semiconductor Canadian Pac Railway Accenture Plc Irelan GICS Sector % Port Health Care Consumer Staples Financials Information Technology Consumer Staples Industrials Consumer Discretionary Information Technology Industrials Information Technology 2.57 2.41 2.39 2.27 2.23 2.22 2.04 2.03 2.03 1.90 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.82 6.48 17.28 16.57 10.99 12.34 17.46 11.34 2.54 2.20 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 5/31/01 International EQ Comp MSCI ACWI ex US (Net) Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 5/31/01 International EQ Comp MSCI ACWI ex US (Net) Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 6.86 5.78 177,667 304 12,189 190,161 16.60 14.10 165,383 -2,476 27,254 190,161 18.40 20.45 111,385 49,936 28,839 190,161 -1.43 1.21 127,635 57,800 4,726 190,161 5.11 8.91 95,335 57,739 37,086 190,161 0.83 1.38 75,007 48,050 67,104 190,161 4.79 5.33 20,000 48,050 122,111 190,161 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 149 City of Clearwater Employees Pension Fund International EQ Comp as of 6/30/17 Cash & Equiv $8,227 4.33% Intl Equity $181,934 95.67% Periods from 5/01 to 6/17 Alpha Beta R-Squared -0.13 1.03 0.94 Annualized Return% 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 I 1 T Annualized Standard Deviation% I International EQ Comp 1 MSCI ACWI ex US (N T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 4.79 5.33 1.39 17.33 16.91 0.50 0.20 0.23 0.00 -0.10 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 150 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of International Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low I International EQ Comp Net Ret Rank 1 MSCI ACWI ex US (Net) Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 9.68 7.45 6.25 4.79 1.00 6.86 35 5.78 62 30.37 24.18 20.52 17.09 8.70 18.40 67 20.45 51 11.07 7.69 5.33 3.98 1.30 3.53 78 3.98 75 9.02 5.17 3.09 1.37 -0.79 -1.43 96 1.21 77 12.84 9.70 7.56 6.09 3.86 3.70 95 6.50 66 15.22 11.77 9.58 7.59 4.25 5.11 90 8.91 62 11.93 8.08 5.82 4.22 0.84 1.62 92 4.84 69 14.54 11.26 9.00 7.52 4.31 5.46 90 8.22 68 15.33 11.45 9.53 8.07 6.14 6.78 91 7.98 78 10.00 6.53 4.47 3.16 1.60 1.84 93 2.75 81 7.61 5.11 3.40 1.97 0.41 0.83 93 1.38 87 -5% 0% 5% 10% 15% 20% 25% 30% 35% I1 I 1 I1 I 1 I 1 I 1 I 1 I 1 I1 I1 I1 151 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of International Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low I International EQ Comp Net Ret Rank 1 MSCI ACWI ex US (Net) Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 22.08 17.78 14.72 12.56 5.74 16.60 32 14.10 61 17.09 8.22 4.27 0.69 -4.27 2.78 58 4.50 48 10.68 2.29 -1.36 -6.23 -16.58 -9.91 82 -4.29 66 10.58 1.55 -2.50 -4.91 -9.32 -5.56 79 -4.48 70 34.07 25.99 19.74 12.10 -5.02 10.23 76 23.29 34 26.62 21.19 18.55 15.66 6.76 17.61 59 17.90 55 0.67 -8.68 -12.40 -15.59 -22.18 -15.04 71 -11.73 43 26.86 18.67 13.24 9.00 3.29 18.37 25 8.21 78 78.78 45.72 35.69 27.64 12.41 57.93 14 32.46 60 -24.03 -39.35 -43.25 -47.83 -56.00 -47.94 75 -43.06 47 41.45 18.96 12.51 8.17 0.32 11.02 60 11.63 54 -60% -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% I1 I1 I 1 I1 I 1 I1 I1 I 1 I 1 I1 I1 152 City of Clearwater Employees Pension Fund Risk Measure Summary International EQ Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.05 3.09 0.50 -3.88 9.11 18.40 18.40 11.45 1.22 -1.43 0.94 1.56 14.68 3.76 -0.43 1 3 -1.25 7.86 20.45 20.45 8.28 2.41 5 7 0.83 1.13 0.42 -12.78 9.11 -18.63 18.40 12.37 1.00 -0.64 0.88 -0.13 -1.66 4.20 -0.62 6 6 -12.17 7.86 -10.57 20.45 11.64 0.08 6 14 0.84 1.27 0.40 -12.78 9.11 -18.63 20.73 11.43 0.96 -0.81 0.87 0.43 5.12 4.09 -0.88 7 13 -12.17 11.61 -10.57 24.29 11.02 0.79 22 42 0.99 1.03 0.47 -26.42 31.05 -47.94 71.81 20.28 1.03 -0.12 0.94 0.18 3.55 4.82 -0.10 23 41 -20.50 25.85 -46.20 58.14 19.23 0.22 153 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of International Equity Portfolios Annualized Rate of Return4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 -4.0 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 I 1Median RiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank I International EQ Comp 1 MSCI ACWI ex US (Net) Median -1.43 96 12.37 64 1.21 77 11.64 53 3.09 11.58 Annualized Rate of Return5.0 6.2 7.4 8.6 9.8 11.0 12.2 13.4 14.6 15.8 17.0 0.0 1.8 3.6 5.3 7.2 9.0 10.8 12.6 14.4 16.2 18.0 I 1Median RiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank I International EQ Comp 1 MSCI ACWI ex US (Net) Median 5.11 90 11.43 60 8.91 62 11.02 54 9.58 10.87 154 City of Clearwater Employees Pension Fund WCM Investment Management as of 6/30/17 Csl Ltd Reckitt Benckiser Pl Chubb Limited Tencent Hldgs Ltd Nestle S A Experian Plc Compass Group Plc Taiwan Semiconductor Canadian Pac Railway Accenture Plc Irelan GICS Sector % Port Health Care Consumer Staples Financials Information Technology Consumer Staples Industrials Consumer Discretionary Information Technology Industrials Information Technology 5.14 4.84 4.79 4.56 4.48 4.46 4.08 4.07 4.06 3.82 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.68 5.54 18.49 19.31 11.95 14.80 12.20 15.03 0.00 0.00 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/15 WCM Investment Management MSCI ACWI ex US (Net) Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/15 WCM Investment Management MSCI ACWI ex US (Net) Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 9.34 5.78 70,066 113 6,542 76,721 21.50 14.10 65,638 -2,756 13,838 76,721 17.14 20.45 39,429 26,436 10,855 76,721 8.80 4.31 16,316 48,564 11,841 76,721 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 155 City of Clearwater Employees Pension Fund WCM Investment Management as of 6/30/17 Cash & Equiv $4,084 5.32% Intl Equity $72,637 94.68% Periods from 6/15 to 6/17 Alpha Beta R-Squared N/A N/A N/A Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 w 1 T Annualized Standard Deviation% w WCM Investment Managemen 1 MSCI ACWI ex US (N T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 8.80 4.31 0.36 12.69 13.65 0.08 0.67 0.29 0.00 0.57 Asset Allocation ($000) Risk/Return Analysis (Number of returns < 12) 156 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of International Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low w WCM Investment Management Net Ret Rank 1 MSCI ACWI ex US (Net) Net Ret Rank Last Qtr Last Year Last 2 Years 9.68 7.45 6.25 4.79 1.00 9.34 6 5.78 62 30.37 24.18 20.52 17.09 8.70 17.14 74 20.45 51 11.07 7.69 5.33 3.98 1.30 8.42 19 3.98 75 0% 5% 10% 15% 20% 25% 30% 35% w 1 w 1 w 1 157 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of International Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low w WCM Investment Management Net Ret Rank 1 MSCI ACWI ex US (Net) Net Ret Rank 6/30/17 YTD 2016 22.08 17.78 14.72 12.56 5.74 21.50 6 14.10 61 17.09 8.22 4.27 0.69 -4.27 -1.00 84 4.50 48 -6% -4% -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% w 1 w 1 158 City of Clearwater Employees Pension Fund Global Equity Summary Statistics WCM Investment Management Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Five Year Dividend Growth Portfolio MSCI ACWI ex US (Net) 30 72,637,322 71,387,856 33,214,083 1.24 36.37 31.49 0.00 5.15 48.50 9.61 9.11 1,864 57,402,630 7,563,406 2.94 19.93 17.99 1.00 1.68 78.05 8.83 9.29 Ten Largest Holdings Csl Ltd Reckitt Benckiser Pl Chubb Limited Tencent Hldgs Ltd Nestle S A Experian Plc Compass Group Plc Taiwan Semiconductor Canadian Pac Railway Accenture Plc Irelan Market Value % of Portfolio Quarterly Ret 3,720,702 3,498,818 3,465,714 3,294,907 3,237,126 3,225,362 2,953,542 2,945,520 2,938,803 2,760,290 5.14 4.84 4.79 4.56 4.48 4.46 4.08 4.07 4.06 3.82 10.88 12.57 7.22 24.86 16.33 2.06 11.84 9.19 9.73 4.25 Ten Best Performers Tencent Hldgs Ltd Icon Plc Yandex N V Dsv As Aia Group Ltd Nestle S A Hdfc Bank Ltd Lvmh Moet Hennessy L Sgs Societe Gen De S Chr Hansen Hldg A/S Quarterly Ret 24.86 22.67 19.65 18.35 16.98 16.33 16.28 15.33 13.84 13.22 Ten Worst Performers Core Laboratories N Sysmex Corp Adidas Salomon Ag Wal Mart De Mexico S Experian Plc Accenture Plc Irelan Hermes Intl Sca Essilor Intl S A Luxottica Group S P Chubb Limited Quarterly Ret -11.91 -1.79 1.63 2.05 2.06 4.25 4.83 5.80 7.14 7.22 159 City of Clearwater Employees Pension Fund Global Performance Attribution Analysis WCM Investment Management Quarter Ending 6/17 Countries/ Currencies Benchmark Active Weight Currency Weight Local Return US $ Return Portfolio Active Weight Currency Weight Local Return US $ Return Return Attribution Market Select Currency Select Security Select Total Australia Austria Belgium Bermuda Brazil Bulgaria Canada Cayman Islands Channel Islands Chile China Colombia Czech Republic Denmark Egypt Finland France Germany Greece Hong Kong Hungary India Indonesia Ireland Isle of Man Israel Italy Japan Jordan Luxembourg 5.50 0.14 0.81 0.10 1.79 0.05 6.83 0.67 0.26 0.29 4.49 0.10 0.04 1.14 0.03 0.67 6.66 6.62 0.08 2.68 0.07 2.08 0.59 0.36 0.04 0.41 1.37 16.32 0.02 0.13 5.50 0.14 0.81 0.10 1.79 0.05 6.83 0.67 0.26 0.29 4.49 0.10 0.04 1.14 0.03 0.67 6.66 6.62 0.08 2.68 0.07 2.08 0.59 0.36 0.04 0.41 1.37 16.32 0.02 0.13 -2.01 14.63 -1.03 5.20 -2.56 8.75 -1.65 10.87 -7.43 -1.09 8.13 7.72 0.47 8.10 4.33 7.15 3.20 0.12 25.74 7.72 12.21 2.60 8.87 -2.31 17.15 6.11 2.81 6.03 -25.11 0.40 -1.25 22.24 5.54 1.32 -6.63 15.97 1.00 10.39 -3.84 -1.48 7.88 2.04 10.87 15.29 3.93 14.26 10.05 6.75 34.08 7.10 19.55 3.07 8.86 3.91 13.86 7.34 9.63 5.15 -22.20 1.08 5.23 0.00 0.00 0.00 3.04 0.00 3.99 7.23 4.76 0.00 0.00 0.00 0.00 9.09 0.00 0.00 8.41 2.47 0.00 2.49 0.00 3.39 0.00 6.17 0.00 0.00 2.09 1.60 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 10.88 -3.83 9.73 17.90 2.06 12.55 9.16 1.63 16.98 16.28 10.78 7.14 -1.79 10.88 -3.83 9.73 17.90 2.06 12.55 9.16 1.63 16.98 16.28 10.78 7.14 -1.79 0.02 -0.02 0.04 -0.00 -0.08 -0.00 0.15 0.48 -0.50 0.01 -0.20 -0.00 0.00 0.36 -0.00 -0.02 -0.01 0.14 -0.02 -0.01 -0.01 -0.01 -0.03 -0.34 -0.01 -0.01 -0.01 -0.36 0.01 0.00 0.09 -0.01 -0.03 0.01 0.12 -0.00 -0.02 0.02 -0.00 0.01 0.12 0.01 -0.00 -0.05 0.00 -0.03 -0.30 -0.28 -0.00 0.08 -0.00 0.04 0.01 -0.01 0.00 0.00 -0.06 0.54 -0.00 0.00 0.67 -0.04 0.45 0.51 0.45 0.41 0.50 0.04 0.23 0.46 0.81 0.09 -0.13 0.78 -0.02 0.00 0.00 0.00 -0.00 0.59 1.00 -0.05 0.02 -0.08 0.00 -0.00 0.71 0.00 -0.06 0.20 -0.10 -0.02 0.30 -0.01 0.49 -0.02 0.45 -0.00 -0.01 0.02 0.05 0.01 0.01 Benchmark : MSCI ACWI ex US (Net) 160 City of Clearwater Employees Pension Fund Global Performance Attribution Analysis WCM Investment Management Quarter Ending 6/17 Countries/ Currencies Benchmark Active Weight Currency Weight Local Return US $ Return Portfolio Active Weight Currency Weight Local Return US $ Return Return Attribution Market Select Currency Select Security Select Total Malaysia Mexico Netherlands New Zealand Norway Papua-New Guinea Peru Philippines Poland Portugal Qatar Russia Scotland Singapore South Africa South Korea Spain Sweden Switzerland Taiwan Thailand Turkey United Arab Emirates United Kingdom United States Zambia 0.57 0.89 2.75 0.12 0.44 0.04 0.07 0.27 0.28 0.11 0.19 0.85 0.03 0.95 1.71 3.54 2.35 1.99 6.11 2.88 0.53 0.24 0.18 11.65 0.89 0.04 100.00 0.57 0.89 2.75 0.12 0.44 0.04 0.07 0.27 0.28 0.11 0.19 0.85 0.03 0.95 1.71 3.54 2.35 1.99 6.11 2.88 0.53 0.24 0.18 11.65 0.89 0.04 100.00 1.97 3.15 1.88 3.18 2.29 -5.54 9.72 7.96 6.72 -2.38 -10.39 -4.40 -8.36 3.32 1.09 12.71 1.24 3.29 4.73 9.36 1.41 16.58 1.51 1.27 26.64 -22.34 3.59 5.12 7.16 8.14 8.08 4.89 -5.02 9.72 7.35 14.02 4.10 -10.86 -10.14 -4.80 4.65 2.62 10.17 7.96 9.33 9.47 9.08 2.59 20.52 1.17 5.21 26.64 -20.25 6.01 0.00 2.81 5.61 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 12.03 4.11 0.00 0.00 0.00 8.77 6.69 0.00 100.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 100.00 0.00 100.00 2.05 1.15 12.06 9.19 12.23 8.21 9.52 2.05 1.15 12.06 9.19 12.23 8.21 9.52 0.01 -0.01 -0.05 0.00 0.01 0.00 -0.00 -0.01 -0.01 0.01 0.03 0.07 0.00 0.00 0.04 -0.32 0.06 0.01 0.07 0.07 0.01 -0.03 0.00 0.07 1.34 0.01 0.94 -0.00 -0.01 -0.11 -0.00 -0.00 0.00 0.00 0.01 -0.01 -0.00 0.01 0.07 -0.00 0.01 0.02 0.18 -0.10 -0.07 -0.14 0.08 0.01 -0.00 0.00 -0.18 -2.39 0.00 -2.42 -0.03 -0.04 0.88 -0.01 0.96 -1.23 4.99 0.01 -0.05 -0.20 -0.00 0.00 0.00 -0.00 -0.00 -0.02 0.00 0.03 0.14 0.00 0.01 0.06 -0.15 -0.05 -0.07 0.81 0.14 0.02 -0.03 0.01 0.85 -2.29 0.01 3.51 Benchmark : MSCI ACWI ex US (Net) Market Selection [Portfolio Active Weight - Benchmark Active Weight] x [Benchmark Local Return - Benchmark Total Local Return] Currency Selection [Portfolio Currency Weight - Benchmark Currency Weight] x [ (Benchmark US$ Return - Benchmark Local Return) - (Benchmark Total US$ Return - Benchmark Total Local Return) ] Security Selection [Portfolio Active Weight] x [Portfolio Local Return - Benchmark Local Return] 161 City of Clearwater Employees Pension Fund International Equity Sector Attribution Analysis WCM Investment Management Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 3.29 5.33 14.96 19.29 14.78 14.77 13.22 14.35 0.00 0.00 100.00 6.80 8.02 11.88 11.33 9.87 8.05 23.33 9.92 4.52 3.17 100.00 -11.91 11.83 9.98 9.17 8.27 9.81 10.33 13.81 9.52 -2.60 1.88 7.03 5.86 7.36 7.23 5.98 13.06 4.22 5.37 5.83 -0.31 0.53 0.44 0.64 0.13 0.38 0.58 0.11 0.00 0.00 2.50 0.30 0.11 0.04 0.00 0.08 0.09 -0.01 0.32 0.07 0.01 1.00 -0.01 0.64 0.48 0.64 0.21 0.47 0.56 0.43 0.07 0.01 3.50 Index - MSCI ACWI ex US (Net) Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect 0.34% [ Actual Return 9.86% ] - [ Buy Hold Return 9.52% ] 162 City of Clearwater Employees Pension Fund Thompson, Siegel & Walmsley as of 6/30/17 Nestle Sa Novartis Ag Koninklijke Philips Sanofi Siemens Ag Hitachi Orix Corporation Veolia Environnement Heineken Holding Eni Spa GICS Sector % Port Consumer Staples Health Care Industrials Health Care Industrials Information Technology Financials Utilities Consumer Staples Energy 2.41 2.27 2.02 1.89 1.87 1.84 1.80 1.80 1.79 1.77 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 2.95 7.41 16.07 13.84 10.03 9.88 22.70 7.67 5.07 4.39 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/15 Thompson, Siegel & Walmsley MSCI EAFE (Net) Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 7/31/15 Thompson, Siegel & Walmsley MSCI EAFE (Net) Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 5.92 6.12 72,500 196 4,297 76,993 13.17 13.81 67,730 331 8,932 76,993 20.32 20.26 35,134 29,550 12,309 76,993 2.80 3.01 16,165 51,711 9,117 76,993 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 163 City of Clearwater Employees Pension Fund Thompson, Siegel & Walmsley as of 6/30/17 Cash & Equiv $4,143 5.38% Intl Equity $72,850 94.62% Periods from 6/15 to 6/17 Alpha Beta R-Squared N/A N/A N/A Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 t1 T Annualized Standard Deviation% t Thompson, Siegel & Walms 1 MSCI EAFE (Net) T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 2.80 3.01 0.36 13.74 13.74 0.08 0.18 0.19 0.00 -0.59 Asset Allocation ($000) Risk/Return Analysis (Number of returns < 12) 164 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of International Equity Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low t Thompson, Siegel & Walmsley Net Ret Rank 1 MSCI EAFE (Net) Net Ret Rank Last Qtr Last Year Last 2 Years 9.68 7.45 6.25 4.79 1.00 5.92 57 6.12 52 30.37 24.18 20.52 17.09 8.70 20.32 52 20.26 52 11.07 7.69 5.33 3.98 1.30 2.68 87 3.94 75 0% 5% 10% 15% 20% 25% 30% 35% t 1 t 1 t 1 165 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of International Equity Portfolios Years Ending December High 1st Qt Median 3rd Qt Low t Thompson, Siegel & Walmsley Net Ret Rank 1 MSCI EAFE (Net) Net Ret Rank 6/30/17 YTD 2016 22.08 17.78 14.72 12.56 5.74 13.17 70 13.81 65 17.09 8.22 4.27 0.69 -4.27 -0.19 80 1.00 73 -6% -4% -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% 20% 22% 24% t 1 t 1 166 City of Clearwater Employees Pension Fund Global Equity Summary Statistics Thompson, Siegel & Walmsley Period Ending 6/17 Total Number Of Securities Equity Market Value Average Capitalization $(000) Median Capitalization $(000) Equity Segment Yield Equity Segment P/E - Average Equity Segment P/E - Median Equity Segment Beta Price/Book Ratio Debt/Equity Ratio Five Year Earnings Growth Five Year Dividend Growth Portfolio MSCI EAFE (Net) 94 72,850,113 44,306,688 17,821,316 2.87 18.70 18.51 0.98 1.61 76.54 10.64 7.48 927 55,789,056 10,078,065 3.11 20.81 19.38 1.00 1.65 84.55 8.71 7.84 Ten Largest Holdings Nestle Sa Novartis Ag Koninklijke Philips Sanofi Siemens Ag Hitachi Orix Corporation Veolia Environnement Heineken Holding Eni Spa Market Value % of Portfolio Quarterly Ret 1,751,522 1,649,914 1,471,814 1,375,668 1,358,925 1,338,182 1,311,659 1,310,321 1,299,714 1,287,827 2.41 2.27 2.02 1.89 1.87 1.84 1.80 1.80 1.79 1.77 16.95 12.18 12.83 9.00 -0.05 13.48 4.74 17.50 15.98 -6.06 Ten Best Performers Ryanair Hldgs Plc Aena Sa Kuraray Co Azimut Hldg S.P.A A.P. Moller - Maersk Smurfit Kappa Group Ig Group Hldgs Cheung Kong Property Veolia Environnement Deutsche Boerse Ag Quarterly Ret 29.68 25.77 20.87 20.84 20.67 20.26 18.65 18.64 17.50 17.38 Ten Worst Performers Technipfmc Ltd Coca-Cola Amatil Ltd Rexel Coca-Cola Bottlers J Fujifilm Holdings Co Astellas Pharma Imperial Brands Plc Koninklijke Boskalis Eni Spa Fanuc Corporation Quarterly Ret -16.31 -14.23 -10.25 -9.61 -7.85 -7.02 -6.71 -6.19 -6.06 -5.89 167 City of Clearwater Employees Pension Fund Global Performance Attribution Analysis Thompson, Siegel & Walmsley Quarter Ending 6/17 Countries/ Currencies Benchmark Active Weight Currency Weight Local Return US $ Return Portfolio Active Weight Currency Weight Local Return US $ Return Return Attribution Market Select Currency Select Security Select Total Australia Austria Belgium Bermuda Bulgaria Cayman Islands Channel Islands China Denmark Finland France Germany Hong Kong Ireland Isle of Man Israel Italy Japan Jordan Luxembourg Mexico Netherlands New Zealand Norway Papua-New Guinea Portugal Scotland Singapore South Africa Spain 7.61 0.20 1.16 0.00 0.00 0.00 0.37 0.00 1.64 0.96 10.19 9.50 3.50 0.46 0.03 0.67 2.17 23.37 0.00 0.00 0.00 3.46 0.17 0.63 0.00 0.16 0.04 1.33 0.00 3.36 7.61 0.20 1.16 0.00 0.00 0.00 0.37 0.00 1.64 0.96 10.19 9.50 3.50 0.46 0.03 0.67 2.17 23.37 0.00 0.00 0.00 3.46 0.17 0.63 0.00 0.16 0.04 1.33 0.00 3.36 -2.01 14.63 -1.03 -7.43 8.10 7.15 3.16 0.12 7.66 -2.31 7.84 6.11 2.81 6.03 1.88 3.18 2.29 -2.38 -8.36 3.32 1.24 -1.25 22.24 5.54 -3.84 15.29 14.26 10.00 6.75 7.01 3.91 9.44 7.34 9.63 5.15 8.14 8.08 4.89 4.10 -4.80 4.65 7.96 3.87 0.00 1.04 0.00 0.00 0.97 0.00 0.00 1.52 0.00 8.25 11.95 3.44 2.58 0.00 0.78 5.16 24.07 0.00 0.00 0.52 5.99 0.00 0.00 0.00 0.00 0.00 2.16 0.55 2.13 3.87 0.00 1.04 0.00 0.00 0.00 0.00 0.00 1.52 0.00 8.25 11.95 5.64 0.00 0.00 0.00 5.16 24.07 0.00 0.00 0.00 5.99 0.00 0.00 0.00 0.00 0.00 1.37 0.55 2.13 1.46 2.40 19.18 7.77 3.10 -0.61 3.67 13.98 4.55 0.33 4.74 -5.74 3.72 5.14 4.49 11.50 2.02 9.20 18.64 14.94 9.95 5.99 3.20 16.50 4.55 6.99 3.87 -5.74 10.61 5.32 6.93 18.90 0.19 -0.02 0.00 -0.03 0.04 -0.01 -0.04 -0.00 -0.07 -0.00 -0.11 -0.00 0.00 -0.01 0.02 -0.02 -0.03 -0.00 0.00 0.01 0.00 0.00 -0.02 0.02 0.10 -0.01 -0.00 -0.00 -0.00 -0.04 -0.07 0.08 -0.09 -0.01 0.00 0.01 0.10 -0.03 0.07 -0.00 0.01 -0.00 -0.00 -0.00 -0.02 -0.04 0.13 0.04 0.19 -0.00 -0.00 -0.09 -0.14 0.42 -0.01 -0.13 -0.31 -0.03 0.11 0.04 0.02 0.22 0.42 -0.03 0.04 0.16 0.04 -0.02 -0.08 -0.07 -0.08 -0.23 0.29 -0.00 0.01 -0.03 -0.32 -0.05 0.15 -0.00 0.01 0.00 0.00 0.04 -0.01 0.20 Benchmark : MSCI EAFE (Net) 168 City of Clearwater Employees Pension Fund Global Performance Attribution Analysis Thompson, Siegel & Walmsley Quarter Ending 6/17 Countries/ Currencies Benchmark Active Weight Currency Weight Local Return US $ Return Portfolio Active Weight Currency Weight Local Return US $ Return Return Attribution Market Select Currency Select Security Select Total Sweden Switzerland United Kingdom United States 2.88 8.72 17.85 0.00 100.00 2.88 8.72 17.85 0.00 100.00 3.29 4.73 1.27 3.04 9.33 9.47 5.21 6.46 1.79 5.88 16.27 1.11 100.00 1.79 5.88 16.11 4.69 100.00 9.71 8.14 5.90 -16.31 4.25 16.14 13.03 2.50 -16.31 6.42 -0.00 -0.05 0.03 -0.03 -0.12 -0.03 -0.04 -0.01 -0.16 -0.18 0.12 0.20 0.75 -0.18 1.34 0.08 0.11 0.77 -0.37 1.05 Benchmark : MSCI EAFE (Net) Market Selection [Portfolio Active Weight - Benchmark Active Weight] x [Benchmark Local Return - Benchmark Total Local Return] Currency Selection [Portfolio Currency Weight - Benchmark Currency Weight] x [ (Benchmark US$ Return - Benchmark Local Return) - (Benchmark Total US$ Return - Benchmark Total Local Return) ] Security Selection [Portfolio Active Weight] x [Portfolio Local Return - Benchmark Local Return] 169 City of Clearwater Employees Pension Fund International Equity Sector Attribution Analysis Thompson, Siegel & Walmsley Quarter Ending 6/17 GICS Sectors Weight Portfolio Index Return Portfolio Index Selection Stock Sector Total Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom. Services Utilities 2.98 6.38 16.82 14.67 10.80 9.08 22.61 7.67 4.03 4.97 100.00 5.00 7.92 14.31 12.24 11.38 10.70 21.27 5.71 4.36 3.40 100.00 -9.86 9.01 5.96 5.09 6.51 7.20 7.61 5.54 12.44 7.38 6.40 -0.47 3.56 7.26 4.99 7.95 7.31 7.45 9.66 5.03 7.26 6.20 -0.28 0.35 -0.22 0.01 -0.16 -0.01 0.04 -0.32 0.30 0.01 -0.28 0.13 0.04 0.03 -0.03 -0.01 -0.02 0.02 0.07 0.00 0.02 0.25 -0.15 0.39 -0.19 -0.01 -0.17 -0.03 0.05 -0.25 0.30 0.02 -0.03 Index - MSCI EAFE (Net) Stock Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.13% [ Actual Return 6.27% ] - [ Buy Hold Return 6.40% ] 170 City of Clearwater Employees Pension Fund Eaton Vance Mgmt as of 6/30/17 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 26.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Eaton Vance Mgmt MSCI Emg Mkts Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Eaton Vance Mgmt MSCI Emg Mkts Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 3.85 6.38 35,097 0 1,350 36,447 14.11 18.60 31,940 0 4,507 36,447 17.69 24.17 36,742 -5,998 5,703 36,447 -1.16 1.44 41,008 -2,998 -1,563 36,447 3.25 4.33 33,734 -2,998 5,711 36,447 0.69 0.97 8,277 4,537 23,632 36,447 Portfolio Performance (%) 171 City of Clearwater Employees Pension Fund Eaton Vance Mgmt as of 6/30/17 Cash & Equiv $0 0.00% Intl Equity $36,447 100.00% Periods from 4/08 to 6/17 Alpha Beta R-Squared -0.12 0.97 0.97 Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0 v 1 T Annualized Standard Deviation% v Eaton Vance Mgmt 1 MSCI Emg Mkts T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 0.69 0.97 0.26 21.64 22.99 0.14 0.02 0.03 0.00 -0.16 Asset Allocation ($000) Risk/Return Analysis 172 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Emerging Markets Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low v Eaton Vance Mgmt Net Ret Rank 1 MSCI Emg Mkts Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years 10.37 7.32 6.11 3.65 -0.65 3.85 74 6.38 43 31.78 26.46 23.34 19.58 4.31 17.69 83 24.17 40 10.49 7.73 5.86 4.26 0.66 3.74 82 4.70 69 6.56 3.61 2.27 0.78 -2.52 -1.16 91 1.44 60 10.99 7.00 5.20 4.28 1.98 2.80 92 4.60 65 13.78 7.14 5.30 4.44 3.25 3.25 95 4.33 79 10.33 3.62 2.38 0.92 -0.43 -0.02 88 0.69 82 14.51 7.03 5.86 4.40 2.92 3.54 85 4.22 78 15.61 9.64 8.07 6.84 5.61 5.94 89 6.45 80 10.29 5.58 4.03 2.72 1.00 1.51 93 1.96 88 -5% 0% 5% 10% 15% 20% 25% 30% 35% v 1 v 1 v1 v 1 v 1 v1 v1 v1 v1 v1 173 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Emerging Markets Portfolios Years Ending December High 1st Qt Median 3rd Qt Low v Eaton Vance Mgmt Net Ret Rank 1 MSCI Emg Mkts Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 25.16 20.48 18.62 15.07 3.11 14.11 78 18.60 51 23.34 13.97 11.19 6.81 -0.79 12.76 36 11.60 46 2.51 -8.74 -13.85 -16.09 -21.31 -16.09 75 -14.60 57 11.90 2.64 -1.19 -3.79 -8.40 -4.41 80 -1.82 57 27.57 5.19 -0.46 -4.14 -7.49 1.22 40 -2.27 59 29.81 23.28 20.05 16.76 9.63 18.55 64 18.62 63 3.53 -12.69 -17.75 -21.53 -25.62 -19.27 66 -18.17 55 29.89 24.10 20.35 17.57 8.50 23.33 29 19.19 61 92.13 81.23 75.54 68.01 26.55 67.01 75 79.02 32 -30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% v 1 v 1 v 1 v 1 v 1 v 1 v 1 v 1 v 1 174 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Emerging Markets Portfolios High 1st Qt Median 3rd Qt Low v Eaton Vance Mgmt Return Rank 1 MSCI Emg Mkts Return Rank 6/17 3/17 12/16 9/16 6/16 6.56 3.61 2.27 0.78 -2.52 -1.16 91 1.44 60 7.19 4.07 2.49 1.13 -0.86 -0.50 94 1.55 68 5.59 0.24 -1.46 -2.42 -5.00 -3.29 87 -2.19 68 8.89 2.94 0.73 -0.59 -3.39 -1.79 91 -0.21 70 13.95 2.37 0.10 -1.30 -2.99 -1.73 81 -1.21 73 -6% -4% -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% v 1 v 1 v 1 v 1 v 1 Eaton Vance Mgmt Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -6.0% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% -1.3 -0.1 1.6 1.6 -0.4 0.7 1.3 -0.7 1.1 -4.2 -2.7 0.0 3.1 -2.1 2.2 0.3 -3.5 2.1 -1.4 -2.4 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. MSCI Emg Mkts 175 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Emerging Markets Portfolios Annualized Rate of Return6.0 7.8 9.6 11.4 13.2 15.0 16.8 18.6 20.4 22.2 24.0 -6.0 -4.0 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 v 1Median RiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank v Eaton Vance Mgmt 1 MSCI Emg Mkts Median -1.16 91 13.79 20 1.44 60 15.44 54 2.27 15.35 Annualized Rate of Return9.0 9.9 10.8 11.7 12.6 13.5 14.4 15.3 16.2 17.1 18.0 -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 v 1Median RiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank v Eaton Vance Mgmt 1 MSCI Emg Mkts Median 3.25 95 12.06 16 4.33 79 13.53 49 5.30 13.56 176 City of Clearwater Employees Pension Fund Fixed Income Comp as of 6/30/17 United States Treas United States Treas United States Treas United States Treas United States Treas United States Treas FNMA Cl 30 - Tba Aug United States Treas United States Treas United States Treas Sector % Port Government Government Government Government Government Government Mortgage Government Government Government 4.30 4.02 3.88 2.39 2.33 2.22 2.19 1.60 1.56 1.55 Finance Government Industrials Mortgage Transportation Utilities Municipals Foreign Miscellaneous % Port 14.68 39.02 11.55 26.52 0.66 3.67 1.34 2.28 0.28 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Fixed Income Comp BC Agg Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/87 Fixed Income Comp BC Agg Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.31 1.45 264,184 -10,638 3,440 256,986 2.31 2.27 249,705 1,387 5,894 256,986 1.57 -0.31 243,359 9,784 3,844 256,986 3.08 2.48 210,470 24,127 22,389 256,986 3.18 2.21 205,650 15,035 36,301 256,986 5.21 4.48 208,746 9,291 38,949 256,986 6.31 6.43 59,224 9,291 188,471 256,986 Holdings and allocations only include SMA accounts. Portfolio Performance (%) Top Fixed Income Holdings Sector Allocation 177 City of Clearwater Employees Pension Fund Fixed Income Comp as of 6/30/17 Domestic Fixed $272,040 105.86% Other $2 0.00% Domestic Equity $2 0.00% Cash & Equiv $-15,059 -5.86% Periods from 12/87 to 6/17 Alpha Beta R-Squared 0.26 0.62 0.60 Annualized Return% 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 6.5 7.0 F 1 T Annualized Standard Deviation% F Fixed Income Comp 1 BC Agg T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 6.31 6.43 3.32 3.13 4.03 1.31 0.95 0.77 0.00 -0.07 Asset Allocation ($000) Risk/Return Analysis Holdings and allocations only include SMA accounts. 178 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Fixed Income Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low F Fixed Income Comp Net Ret Rank 1 BC Agg Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 4.69 2.07 1.50 0.92 -0.09 1.31 63 1.45 56 12.55 5.07 0.88 -0.07 -1.14 1.57 42 -0.31 82 8.71 5.14 3.30 2.26 0.66 3.64 41 2.79 64 7.01 3.74 2.81 1.98 0.31 3.08 38 2.48 61 7.59 5.00 3.35 2.41 0.70 3.73 39 2.95 62 7.57 4.60 2.72 2.03 0.25 3.18 40 2.21 66 7.75 4.86 3.45 2.60 0.88 3.73 43 3.07 60 8.26 4.99 3.51 2.81 0.86 3.94 39 3.19 60 9.86 5.98 4.40 3.49 0.77 4.90 39 3.96 60 8.71 5.45 4.65 3.72 1.06 5.14 36 4.19 62 8.04 5.68 4.84 4.15 1.23 5.21 39 4.48 63 -2% 0% 2% 4% 6% 8% 10% 12% 14% F1 F 1 F 1 F 1 F 1 F 1 F 1 F 1 F 1 F 1 F 1 179 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Fixed Income Portfolios Years Ending December High 1st Qt Median 3rd Qt Low F Fixed Income Comp Net Ret Rank 1 BC Agg Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 7.16 4.17 2.62 1.73 0.43 2.31 62 2.27 64 15.28 6.61 3.15 2.13 0.22 5.01 32 2.65 57 3.87 1.24 0.57 -1.30 -5.27 0.30 57 0.55 50 16.69 6.24 4.38 2.05 0.07 6.18 26 5.97 30 9.44 1.46 -0.66 -2.03 -8.11 -0.75 51 -2.02 74 16.90 10.36 6.70 4.09 0.71 6.53 51 4.22 72 16.71 7.86 6.14 3.60 -0.20 5.94 53 7.84 26 16.99 10.46 7.38 5.78 0.89 7.37 50 6.54 63 45.48 17.05 10.27 5.77 -1.26 12.37 41 5.93 73 10.09 5.20 1.70 -6.45 -25.82 2.54 45 5.24 24 10.86 7.62 6.57 5.08 2.35 5.94 62 6.96 41 -30% -20% -10% 0% 10% 20% 30% 40% 50% F1 F1 F1 F1 F1 F1 F1 F1 F 1 F1 F1 180 City of Clearwater Employees Pension Fund Risk Measure Summary Fixed Income Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.36 0.70 0.75 -2.09 1.39 1.57 1.57 3.33 0.81 0.43 0.92 0.32 1.34 1.06 1.76 1 3 -2.98 1.45 -0.31 -0.31 3.97 -0.20 3 9 1.00 0.68 0.67 -2.09 3.03 0.30 7.15 3.00 0.84 0.24 0.89 0.95 3.41 1.14 0.50 3 9 -2.98 3.03 -0.31 6.00 3.39 0.66 4 16 1.10 0.63 0.80 -2.13 3.03 -0.75 7.15 2.91 0.89 0.29 0.91 1.03 3.37 0.94 1.00 6 14 -2.98 3.03 -2.02 6.00 3.11 0.66 20 98 0.91 0.41 0.53 -2.54 5.72 -0.75 15.87 3.13 0.62 0.26 0.60 0.95 4.85 2.44 -0.07 25 93 -2.98 7.96 -3.23 18.48 4.03 0.77 181 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Fixed Income Portfolios Annualized Rate of Return0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 F 1Median RiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank F Fixed Income Comp 1 BC Agg Median 3.08 38 3.00 35 2.48 61 3.39 50 2.81 3.40 Annualized Rate of Return0.0 0.9 1.8 2.7 3.6 4.5 5.4 6.3 7.2 8.1 9.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 F 1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank F Fixed Income Comp 1 BC Agg Median 3.18 40 2.91 33 2.21 66 3.11 38 2.72 3.28 182 City of Clearwater Employees Pension Fund Dodge & Cox as of 6/30/17 United States Treas United States Treas United States Treas United States Treas Fhlm Pool C91769 United States Treas FNMA Pool #al6120 Verizon Communicatio FNMA Pool Al5667 United States Treas Sector % Port Government Government Government Government Mortgage Government Mortgage Utilities Mortgage Government 8.10 2.51 2.43 2.39 1.98 1.72 1.63 1.18 1.08 1.01 Finance Government Industrials Mortgage Transportation Utilities Municipals Foreign Miscellaneous % Port 19.89 21.88 13.37 32.67 1.30 6.37 2.89 1.05 0.59 -0.5 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 2/29/04 Dodge & Cox BC Agg Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 2/29/04 Dodge & Cox BC Agg Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.30 1.45 125,724 65 1,632 127,421 2.41 2.27 122,312 2,130 2,979 127,421 2.62 -0.31 134,817 -10,742 3,346 127,421 3.08 2.48 120,544 -5,118 11,995 127,421 3.61 2.21 110,595 -5,127 21,953 127,421 5.41 4.48 97,852 -12,547 42,116 127,421 4.95 4.12 75,656 -12,547 64,312 127,421 Portfolio Performance (%) Top Fixed Income Holdings Sector Allocation 183 City of Clearwater Employees Pension Fund Dodge & Cox as of 6/30/17 Cash & Equiv $2,970 2.33% Domestic Fixed $124,451 97.67% Periods from 2/04 to 6/17 Alpha Beta R-Squared 0.35 0.80 0.59 Annualized Return% 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 d 1 T Annualized Standard Deviation% d Dodge & Cox 1 BC Agg T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 4.95 4.12 1.29 3.24 3.25 0.52 1.13 0.87 0.00 0.33 Asset Allocation ($000) Risk/Return Analysis 184 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Fixed Income Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low d Dodge & Cox Net Ret Rank 1 BC Agg Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 4.69 2.07 1.50 0.92 -0.09 1.30 63 1.45 56 12.55 5.07 0.88 -0.07 -1.14 2.62 34 -0.31 82 8.71 5.14 3.30 2.26 0.66 3.71 40 2.79 64 7.01 3.74 2.81 1.98 0.31 3.08 38 2.48 61 7.59 5.00 3.35 2.41 0.70 3.93 34 2.95 62 7.57 4.60 2.72 2.03 0.25 3.61 33 2.21 66 7.75 4.86 3.45 2.60 0.88 4.01 37 3.07 60 8.26 4.99 3.51 2.81 0.86 4.27 33 3.19 60 9.86 5.98 4.40 3.49 0.77 5.28 32 3.96 60 8.71 5.45 4.65 3.72 1.06 5.46 24 4.19 62 8.04 5.68 4.84 4.15 1.23 5.41 31 4.48 63 -2% 0% 2% 4% 6% 8% 10% 12% 14% d1 d 1 d 1 d 1 d 1 d 1 d 1 d 1 d 1 d 1 d 1 185 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Fixed Income Portfolios Years Ending December High 1st Qt Median 3rd Qt Low d Dodge & Cox Net Ret Rank 1 BC Agg Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 7.16 4.17 2.62 1.73 0.43 2.41 56 2.27 64 15.28 6.61 3.15 2.13 0.22 5.55 29 2.65 57 3.87 1.24 0.57 -1.30 -5.27 -0.12 66 0.55 50 16.69 6.24 4.38 2.05 0.07 6.01 29 5.97 30 9.44 1.46 -0.66 -2.03 -8.11 0.65 30 -2.02 74 16.90 10.36 6.70 4.09 0.71 7.85 40 4.22 72 16.71 7.86 6.14 3.60 -0.20 5.10 61 7.84 26 16.99 10.46 7.38 5.78 0.89 7.53 48 6.54 63 45.48 17.05 10.27 5.77 -1.26 14.53 31 5.93 73 10.09 5.20 1.70 -6.45 -25.82 1.37 51 5.24 24 10.86 7.62 6.57 5.08 2.35 5.47 68 6.96 41 -30% -20% -10% 0% 10% 20% 30% 40% 50% d1 d 1 d1 d1 d1 d 1 d1 d1 d 1 d 1 d1 186 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Fixed Income Portfolios High 1st Qt Median 3rd Qt Low d Dodge & Cox Return Rank 1 BC Agg Return Rank 6/17 3/17 12/16 9/16 6/16 7.01 3.74 2.81 1.98 0.31 3.08 38 2.48 61 6.84 3.89 2.93 2.06 0.30 3.37 36 2.68 58 7.86 4.22 3.18 2.25 0.40 3.78 32 3.03 55 10.20 4.96 4.05 2.64 0.44 4.67 32 4.03 50 9.30 4.66 3.98 2.52 0.53 4.37 33 4.06 46 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% d 1 d 1 d 1 d 1 d 1 Dodge & Cox Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 1.1 0.7 0.8 0.4 0.3 1.2 0.5 0.1 0.1 -0.7 -0.2 0.7 -1.8 0.7 -0.5 0.6 1.2 1.6 0.3 -0.1 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. BC Agg 187 City of Clearwater Employees Pension Fund Risk Measure Summary Dodge & Cox Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.51 0.49 0.75 -1.45 1.68 2.62 2.62 2.86 0.67 0.66 0.82 0.75 3.19 1.57 1.86 1 3 -2.98 1.45 -0.31 -0.31 3.97 -0.20 3 9 0.90 0.46 0.58 -1.45 2.78 -0.12 7.19 2.65 0.66 0.33 0.72 1.07 4.29 1.81 0.30 3 9 -2.98 3.03 -0.31 6.00 3.39 0.66 4 16 1.08 0.33 0.75 -1.89 2.78 -0.12 7.19 2.68 0.75 0.47 0.75 1.28 4.57 1.54 0.88 6 14 -2.98 3.03 -2.02 6.00 3.11 0.66 11 42 1.05 0.52 0.60 -2.88 6.98 -0.26 17.78 3.46 0.80 0.35 0.59 1.05 4.56 2.44 0.33 15 38 -2.98 4.57 -2.02 10.56 3.43 0.81 188 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Fixed Income Portfolios Annualized Rate of Return0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 d 1Median RiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank d Dodge & Cox 1 BC Agg Median 3.08 38 2.65 31 2.48 61 3.39 50 2.81 3.40 Annualized Rate of Return0.0 0.9 1.8 2.7 3.6 4.5 5.4 6.3 7.2 8.1 9.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 d 1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank d Dodge & Cox 1 BC Agg Median 3.61 33 2.68 29 2.21 66 3.11 38 2.72 3.28 189 City of Clearwater Employees Pension Fund Fixed Income, Mortgage and Municipals Summary Statistics Dodge & Cox Quarter Ending 6/17 Total Number Of Securities Total Market Value Yield to Maturity Time to Maturity Current Coupon Duration Effective Convexity Effective Duration Effective Maturity Portfolio BC Agg 223 124,451,189 2.72 12.50 3.94 5.49 0.41 4.95 8.01 9,355 2.55 8.27 3.06 6.17 0.16 6.01 8.27 Yield to Maturity 5+ 9.7% 4 - 5 11.1% 3 - 4 18.1% 2 - 3 29.9% 1 - 2 25.2% 0 - 1 6.1% Time to Maturity 10+ 46.0% 7 - 10 13.7% 5 - 7 7.7% 3 - 5 5.2% 1 - 3 13.7% 0 - 1 13.7% Coupon 11+ 0.0% 9 - 11 0.7% 7 - 9 7.3% 5 - 7 23.3% 3 - 5 36.9% 0 - 3 31.8% Quality NR 11.6% B 1.3% BA 3.0% BAA 33.4% A 4.5% AA 2.0% AAA 23.0% GOVT 21.2% Duration 8+ 23.1% 6 - 8 11.5% 4 - 6 14.5% 3 - 4 17.4% 1 - 3 19.4% 0 - 1 14.1% Effective Duration 8+ 22.7% 6 - 8 10.4% 4 - 6 8.6% 3 - 4 7.2% 1 - 3 32.6% 0 - 1 18.6% 190 City of Clearwater Employees Pension Fund Percent Invested by Sector and Quality Dodge & Cox As of 6/30/17 Name Moody’s Quality Ratings Aaa Aa A Baa Ba B Other NR Total Government Treasury Agency Corporate Industrial Utility Finance Yankee Transportation Mortgage GNMA FHLMC FNMA Other Mortgage Municipals Cash Other Total 20.30 20.02 0.28 0.27 --- --- 0.27 --- --- 23.70 --- 7.51 15.60 0.59 --- --- --- 44.26 --- --- --- 1.06 --- --- 1.06 --- 0.16 --- --- --- --- --- 0.78 --- --- 1.99 --- --- --- 2.75 0.58 --- 2.17 --- 1.15 --- --- --- --- --- 0.56 --- --- 4.46 1.58 --- 1.58 30.30 10.99 5.32 13.57 0.43 --- --- --- --- --- --- 1.55 --- --- 33.43 --- --- --- 3.04 1.12 1.05 0.87 --- --- --- --- --- --- --- --- --- --- 3.04 --- --- --- 1.26 0.52 --- 0.74 --- --- --- --- --- --- --- --- --- --- 1.26 --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- 2.01 0.16 --- 1.23 0.62 --- 8.97 0.02 2.93 6.01 --- --- --- 0.59 11.57 21.88 20.02 1.86 40.69 13.37 6.37 19.91 1.05 1.31 32.67 0.02 10.44 21.61 0.59 2.89 --- 0.59 100.00 191 City of Clearwater Employees Pension Fund Fixed Income Sector Attribution Analysis Dodge & Cox Quarter Ending 6/17 Weight Portfolio Index Return Portfolio Index Selection Security Sector Total Finance Government Industrials Mortgage Transportation Utilities Municipals Foreign Miscellaneous 20.42 23.23 14.01 29.80 1.36 6.77 2.70 1.08 0.62 100.00 11.06 39.19 12.66 28.11 0.69 3.48 0.08 4.71 0.01 100.00 2.30 0.17 1.89 0.77 1.25 4.37 4.65 0.89 1.45 1.79 1.19 2.57 1.09 2.91 2.75 1.07 1.55 3.01 1.49 0.11 -0.24 -0.10 -0.10 -0.02 0.11 0.10 -0.01 0.00 -0.15 0.03 0.05 0.01 -0.01 0.01 0.04 -0.01 -0.00 0.01 0.13 0.13 -0.19 -0.08 -0.10 -0.01 0.15 0.09 -0.01 0.01 -0.02 Index - Wilshire GCM Index Security Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.09% [ Actual Return 1.37% ] - [ Buy Hold Return 1.45% ] 192 City of Clearwater Employees Pension Fund Western Asset Management Co. as of 6/30/17 United States Treas United States Treas United States Treas United States Treas United States Treas FNMA Cl 30 - Tba Aug United States Treas United States Treas United States Treas United States Treas Sector % Port Government Government Government Government Government Mortgage Government Government Government Government 8.65 7.80 4.81 4.69 4.47 4.41 3.22 3.14 3.13 3.12 Finance Government Industrials Mortgage Transportation Utilities Municipals Foreign Miscellaneous % Port 10.16 53.90 9.98 21.18 0.10 1.33 0.00 3.35 0.00 -0.5 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/04 Western Asset Management Co.BC Agg Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/04 Western Asset Management Co. BC Agg Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.44 1.45 125,875 84 1,807 127,766 2.37 2.27 120,187 4,666 2,912 127,766 0.33 -0.31 122,399 4,889 477 127,766 2.91 2.48 93,599 23,793 10,374 127,766 2.61 2.21 89,682 23,774 14,310 127,766 4.88 4.48 95,293 23,727 8,746 127,766 4.55 4.19 74,568 23,727 29,471 127,766 Portfolio Performance (%) Top Fixed Income Holdings Sector Allocation 193 City of Clearwater Employees Pension Fund Western Asset Management Co. as of 6/30/17 Domestic Fixed $147,589 115.51% Other $2 0.00% Cash & Equiv $-19,825 -15.52% Periods from 9/04 to 6/17 Alpha Beta R-Squared 0.04 1.06 0.93 Annualized Return% 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 w 1 T Annualized Standard Deviation% w Western Asset Management 1 BC Agg T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 4.55 4.19 1.30 3.60 3.31 0.91 0.90 0.88 0.00 0.35 Asset Allocation ($000) Risk/Return Analysis 194 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Fixed Income Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low w Western Asset Management Co. Net Ret Rank 1 BC Agg Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years Last 10 Years 4.69 2.07 1.50 0.92 -0.09 1.44 56 1.45 56 12.55 5.07 0.88 -0.07 -1.14 0.33 63 -0.31 82 8.71 5.14 3.30 2.26 0.66 3.31 49 2.79 64 7.01 3.74 2.81 1.98 0.31 2.91 46 2.48 61 7.59 5.00 3.35 2.41 0.70 3.39 49 2.95 62 7.57 4.60 2.72 2.03 0.25 2.61 52 2.21 66 7.75 4.86 3.45 2.60 0.88 3.36 52 3.07 60 8.26 4.99 3.51 2.81 0.86 3.51 50 3.19 60 9.86 5.98 4.40 3.49 0.77 4.37 50 3.96 60 8.71 5.45 4.65 3.72 1.06 4.67 49 4.19 62 8.04 5.68 4.84 4.15 1.23 4.88 48 4.48 63 -2% 0% 2% 4% 6% 8% 10% 12% 14% w1 w 1 w1 w1 w1 w1 w1 w1 w1 w1 w1 195 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Fixed Income Portfolios Years Ending December High 1st Qt Median 3rd Qt Low w Western Asset Management Co. Net Ret Rank 1 BC Agg Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 2008 2007 7.16 4.17 2.62 1.73 0.43 2.37 60 2.27 64 15.28 6.61 3.15 2.13 0.22 3.66 44 2.65 57 3.87 1.24 0.57 -1.30 -5.27 0.73 43 0.55 50 16.69 6.24 4.38 2.05 0.07 6.65 19 5.97 30 9.44 1.46 -0.66 -2.03 -8.11 -2.46 83 -2.02 74 16.90 10.36 6.70 4.09 0.71 5.07 62 4.22 72 16.71 7.86 6.14 3.60 -0.20 7.23 37 7.84 26 16.99 10.46 7.38 5.78 0.89 7.09 53 6.54 63 45.48 17.05 10.27 5.77 -1.26 9.24 54 5.93 73 10.09 5.20 1.70 -6.45 -25.82 3.92 37 5.24 24 10.86 7.62 6.57 5.08 2.35 6.51 51 6.96 41 -30% -20% -10% 0% 10% 20% 30% 40% 50% w1 w1 w1 w1 w1 w1 w1 w1 w 1 w1 w1 196 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Fixed Income Portfolios High 1st Qt Median 3rd Qt Low w Western Asset Management Co. Return Rank 1 BC Agg Return Rank 6/17 3/17 12/16 9/16 6/16 7.01 3.74 2.81 1.98 0.31 2.91 46 2.48 61 6.84 3.89 2.93 2.06 0.30 3.21 41 2.68 58 7.86 4.22 3.18 2.25 0.40 3.65 37 3.03 55 10.20 4.96 4.05 2.64 0.44 4.61 34 4.03 50 9.30 4.66 3.98 2.52 0.53 4.43 31 4.06 46 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 10% 11% w 1 w 1 w 1 w 1 w 1 Western Asset Management Co. Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -0.6% -0.4% -0.2% -0.0% 0.2% 0.4% 0.6% 0.8% 1.0% 1.2% 1.4% 1.6% 1.8% 2.0% 2.2% 0.4 0.1 -0.1 -0.1 -0.2 0.0 0.4 0.3 0.1 -0.1 0.3 -0.1 -0.4 0.3 0.3 0.1 0.5 0.1 0.1 0.0 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. BC Agg 197 City of Clearwater Employees Pension Fund Risk Measure Summary Western Asset Management Co. Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.21 0.97 0.75 -2.90 1.44 0.33 0.33 4.02 1.01 0.16 0.99 -0.04 -0.15 0.43 1.50 1 3 -2.98 1.45 -0.31 -0.31 3.97 -0.20 3 9 1.08 0.94 0.67 -2.90 3.36 0.33 6.48 3.47 1.01 0.10 0.98 0.77 2.64 0.49 0.86 3 9 -2.98 3.03 -0.31 6.00 3.39 0.66 6 14 1.11 1.00 0.60 -2.90 3.36 -2.46 6.65 3.29 1.05 0.07 0.98 0.74 2.33 0.47 0.84 6 14 -2.98 3.03 -2.02 6.00 3.11 0.66 15 36 1.09 1.09 0.61 -2.90 5.22 -2.46 14.60 3.60 1.06 0.04 0.93 0.90 3.06 0.98 0.35 14 37 -2.98 4.57 -2.02 10.56 3.31 0.88 198 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Fixed Income Portfolios Annualized Rate of Return0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 w1Median RiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank w Western Asset Management Co. 1 BC Agg Median 2.91 46 3.47 58 2.48 61 3.39 50 2.81 3.40 Annualized Rate of Return0.0 0.9 1.8 2.7 3.6 4.5 5.4 6.3 7.2 8.1 9.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 w1Median RiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank w Western Asset Management Co. 1 BC Agg Median 2.61 52 3.29 52 2.21 66 3.11 38 2.72 3.28 199 City of Clearwater Employees Pension Fund Fixed Income, Mortgage and Municipals Summary Statistics Western Asset Management Co. Quarter Ending 6/17 Total Number Of Securities Total Market Value Yield to Maturity Time to Maturity Current Coupon Duration Effective Convexity Effective Duration Effective Maturity Portfolio BC Agg 453 147,588,594 2.30 11.42 2.67 6.04 0.47 5.40 8.07 9,355 2.55 8.27 3.06 6.17 0.16 6.01 8.27 Yield to Maturity 5+ 2.1% 4 - 5 5.6% 3 - 4 17.7% 2 - 3 36.2% 1 - 2 36.8% 0 - 1 1.7% Time to Maturity 10+ 36.0% 7 - 10 8.2% 5 - 7 16.7% 3 - 5 8.3% 1 - 3 13.7% 0 - 1 17.1% Coupon 11+ 0.0% 9 - 11 0.0% 7 - 9 1.1% 5 - 7 10.1% 3 - 5 34.7% 0 - 3 54.1% Quality NR 1.8% B 0.5% BA 0.9% BAA 12.2% A 8.9% AA 2.2% AAA 22.4% GOVT 51.1% Duration 8+ 20.3% 6 - 8 9.5% 4 - 6 27.6% 3 - 4 12.0% 1 - 3 13.9% 0 - 1 16.7% Effective Duration 8+ 18.8% 6 - 8 7.1% 4 - 6 25.7% 3 - 4 12.7% 1 - 3 17.3% 0 - 1 18.4% 200 City of Clearwater Employees Pension Fund Percent Invested by Sector and Quality Western Asset Management Co. As of 6/30/17 Name Moody’s Quality Ratings Aaa Aa A Baa Ba B Other NR Total Government Treasury Agency Corporate Industrial Utility Finance Yankee Transportation Mortgage GNMA FHLMC FNMA Other Mortgage Municipals Cash Other Total 52.67 50.44 2.24 1.13 0.68 --- 0.25 0.21 --- 19.74 2.90 2.93 12.89 1.03 --- --- --- 73.55 1.08 --- 1.08 1.09 0.71 --- 0.25 0.13 --- --- --- --- --- --- --- --- --- 2.17 --- --- --- 8.84 3.55 0.14 3.96 1.20 0.06 --- --- --- --- --- --- --- --- 8.91 0.15 --- 0.15 11.98 4.04 1.19 5.15 1.61 0.04 --- --- --- --- --- --- --- --- 12.17 --- --- --- 0.87 0.70 --- 0.17 --- --- --- --- --- --- --- --- --- --- 0.87 --- --- --- 0.54 0.31 --- 0.24 --- --- --- --- --- --- --- --- --- --- 0.54 --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- 0.36 --- --- 0.15 0.21 --- 1.44 0.12 0.08 1.24 --- --- --- --- 1.79 53.90 50.44 3.47 24.81 9.99 1.33 10.17 3.36 0.10 21.18 3.02 3.01 14.13 1.03 --- --- --- 100.00 201 City of Clearwater Employees Pension Fund Fixed Income Sector Attribution Analysis Western Asset Management Co. Quarter Ending 6/17 Weight Portfolio Index Return Portfolio Index Selection Security Sector Total Finance Government Industrials Mortgage Transportation Utilities Municipals Foreign Miscellaneous 10.61 52.46 10.27 22.10 0.10 1.39 0.00 3.07 0.00 100.00 11.06 39.19 12.66 28.11 0.69 3.48 0.08 4.71 0.01 100.00 2.58 0.74 2.50 1.22 1.18 2.39 0.00 2.58 1.30 1.79 1.19 2.57 1.09 2.91 2.75 1.07 1.55 3.01 1.49 0.08 -0.24 -0.01 0.03 -0.00 -0.00 -0.00 0.03 0.00 -0.11 -0.00 -0.04 -0.03 0.02 -0.01 -0.03 0.00 -0.00 -0.00 -0.08 0.08 -0.28 -0.03 0.05 -0.01 -0.03 0.00 0.03 -0.00 -0.19 Index - Wilshire GCM Index Security Selection Return Attribution [ Portfolio Market Value Sector Percentage ] * [ Portfolio Sector Return - Index Sector Return ] Sector Selection Return Attribution [ Portfolio Sector Percentage - Index Sector Percentage ] * [ Index Sector Return - Index Total Return ] Trading Effect -0.02% [ Actual Return 1.28% ] - [ Buy Hold Return 1.30% ] 202 City of Clearwater Employees Pension Fund Real Estate Comp as of 6/30/17 Simon Ppty Group Inc Prologis Inc Avalonbay Cmntys Inc Hcp Inc Equity Residential P Equinix Inc Macerich Co Welltower Inc Public Storage Inc Weingarten Realty In GICS Sector % Port Financials Financials Financials Financials Financials Telecom Services Financials Financials Financials Financials 7.71 6.45 5.09 4.70 4.38 4.30 4.07 3.75 3.74 3.33 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Real Estate Comp Policy Index Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Real Estate Comp Policy Index Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 0.81 1.84 124,369 -8 1,005 125,367 1.68 2.78 123,042 -392 2,717 125,367 3.15 1.72 123,565 -2,732 4,533 125,367 7.92 9.81 90,742 8,763 25,862 125,367 8.65 10.53 76,203 7,867 41,296 125,367 5.72 6.98 19,347 6,936 99,084 125,367 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 203 City of Clearwater Employees Pension Fund Real Estate Comp as of 6/30/17 Cash & Equiv $505 0.40% Real Estate $87,803 70.04% Domestic Equity $37,059 29.56% Periods from 4/08 to 6/17 Alpha Beta R-Squared -0.25 0.98 0.99 Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 26.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 R 1 T Annualized Standard Deviation% R Real Estate Comp 1 Policy Index T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 5.72 6.98 0.26 24.24 24.86 0.14 0.23 0.27 0.00 -0.43 Asset Allocation ($000) Risk/Return Analysis 204 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low R Real Estate Comp Net Ret Rank 1 Policy Index Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years 7.51 2.91 1.72 0.76 -6.74 0.81 73 1.84 47 23.99 8.77 4.99 -1.23 -13.60 3.15 56 1.72 58 20.96 11.00 9.51 4.68 -9.99 7.70 64 10.30 33 22.32 11.83 9.43 4.77 -7.28 7.92 65 9.81 45 24.43 12.61 10.41 6.62 -6.08 9.01 64 10.74 47 23.64 12.45 10.07 7.91 -4.01 8.65 69 10.53 44 20.48 12.89 10.42 6.97 -4.11 8.82 67 10.98 41 22.46 13.85 12.51 8.80 -4.78 11.84 53 13.59 27 18.97 12.64 10.05 4.71 -3.65 16.82 16 18.19 8 12.70 6.08 4.37 0.84 -11.42 7.26 20 8.42 14 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% R1 R1 R 1 R 1 R 1 R 1 R 1 R 1 R1 R1 205 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low R Real Estate Comp Net Ret Rank 1 Policy Index Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 14.27 5.25 3.52 1.55 -6.88 1.68 73 2.78 56 22.91 10.16 8.05 3.60 -14.98 6.35 63 8.06 49 32.72 15.91 11.17 2.44 -21.27 6.35 60 8.33 55 37.91 21.11 13.34 8.77 -10.78 21.77 24 25.22 22 32.06 14.95 10.40 2.97 -6.80 6.29 62 6.02 63 32.05 17.62 11.44 5.63 -7.03 11.69 48 15.41 32 34.44 17.10 11.39 2.47 -15.86 8.85 59 11.62 49 30.94 18.57 13.85 1.00 -26.38 30.51 5 24.96 13 38.62 -0.46 -27.53 -34.25 -61.97 24.68 15 29.20 12 -70% -60% -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% R 1 R 1 R 1 R 1 R 1 R 1 R 1 R 1 R 1 206 City of Clearwater Employees Pension Fund Risk Measure Summary Real Estate Comp Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.60 -1.41 0.50 0.54 0.90 3.15 3.15 0.33 0.08 0.63 0.05 8.14 32.34 2.21 0.62 2 2 -0.77 1.84 1.72 1.72 2.35 0.52 2 10 0.71 0.43 0.33 -4.20 9.53 3.15 12.44 6.48 0.76 0.11 0.95 1.19 10.18 2.58 -0.74 4 8 -5.18 11.15 1.72 19.60 8.37 1.15 3 17 0.76 0.44 0.35 -4.20 9.53 3.15 21.77 5.77 0.76 0.15 0.95 1.47 11.17 2.26 -0.82 5 15 -5.18 11.15 1.72 25.22 7.42 1.40 7 29 0.90 0.96 0.39 -37.93 33.98 -45.85 118.01 25.70 0.98 -0.25 0.99 0.27 7.13 2.78 -0.43 9 27 -40.40 35.93 -45.65 115.40 25.96 0.31 207 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Real Estate Portfolios Annualized Rate of Return0.0 1.8 3.6 5.4 7.2 9.0 10.8 12.6 14.4 16.2 18.0 -4.0 -1.4 1.1 3.7 6.3 9.0 11.6 14.2 16.8 19.4 22.0 R 1 MedianRiskMedian Return Historical Standard Deviation of Return 3 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank R Real Estate Comp 1 Policy Index Median 7.92 65 6.48 37 9.81 45 8.37 44 9.43 9.16 Annualized Rate of Return0.0 4.0 8.0 12.0 16.0 20.0 24.0 28.0 -4.0 -1.2 1.5 4.3 7.2 10.0 12.8 15.6 18.4 21.1 23.9 R 1 MedianRiskMedian Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank R Real Estate Comp 1 Policy Index Median 8.65 69 5.77 34 10.53 44 7.42 42 10.07 8.52 208 City of Clearwater Employees Pension Fund Security Capital as of 6/30/17 Simon Ppty Group Inc Prologis Inc Avalonbay Cmntys Inc Hcp Inc Equity Residential P Equinix Inc Macerich Co Welltower Inc Public Storage Inc Weingarten Realty In GICS Sector % Port Financials Financials Financials Financials Financials Telecom Services Financials Financials Financials Financials 7.71 6.45 5.09 4.70 4.38 4.30 4.07 3.75 3.74 3.33 Energy Materials Industrials Consumer Discretionary Consumer Staples Health Care Financials Information Technology Telecom Services Utilities % Port 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 -3.0 -2.0 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Security Capital Wilshire RESI Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 4/30/08 Security Capital Wilshire RESI Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 0.79 1.91 37,232 60 295 37,587 0.74 2.42 37,311 0 276 37,587 -2.52 -1.23 42,215 -3,622 -1,007 37,587 7.83 8.82 44,332 -16,655 9,910 37,587 8.93 9.70 43,851 -25,302 19,038 37,587 6.21 6.84 19,347 -54,111 72,352 37,587 Portfolio Performance (%) Top Equity Holdings GICS Sector Allocation 209 City of Clearwater Employees Pension Fund Security Capital as of 6/30/17 Cash & Equiv $528 1.40% Domestic Equity $37,059 98.60% Periods from 4/08 to 6/17 Alpha Beta R-Squared -0.13 1.00 0.99 Annualized Return% -2.0 0.0 2.0 4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 22.0 24.0 26.0 28.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 s 1 T Annualized Standard Deviation% s Security Capital 1 Wilshire RESI T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 6.21 6.84 0.26 26.61 26.77 0.14 0.22 0.25 0.00 -0.27 Asset Allocation ($000) Risk/Return Analysis 210 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low s Security Capital Net Ret Rank 1 Wilshire RESI Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years Last 7 Years Last 8 Years Last 9 Years 7.51 2.91 1.72 0.76 -6.74 0.79 74 1.91 45 23.99 8.77 4.99 -1.23 -13.60 -2.52 87 -1.23 75 20.96 11.00 9.51 4.68 -9.99 8.79 58 10.47 31 22.32 11.83 9.43 4.77 -7.28 7.83 65 8.82 54 24.43 12.61 10.41 6.62 -6.08 9.20 62 10.03 53 23.64 12.45 10.07 7.91 -4.01 8.93 67 9.70 55 20.48 12.89 10.42 6.97 -4.11 9.26 64 10.17 53 22.46 13.85 12.51 8.80 -4.78 12.53 49 13.50 28 18.97 12.64 10.05 4.71 -3.65 17.45 13 18.11 9 12.70 6.08 4.37 0.84 -11.42 7.77 18 8.35 14 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% s1 s1 s 1 s1 s1 s1 s1 s1 s1 s1 211 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low s Security Capital Net Ret Rank 1 Wilshire RESI Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 2010 2009 14.27 5.25 3.52 1.55 -6.88 0.74 80 2.42 66 22.91 10.16 8.05 3.60 -14.98 5.71 67 7.62 54 32.72 15.91 11.17 2.44 -21.27 4.70 67 4.81 66 37.91 21.11 13.34 8.77 -10.78 33.13 8 31.53 11 32.06 14.95 10.40 2.97 -6.80 1.60 85 2.15 81 32.05 17.62 11.44 5.63 -7.03 16.22 29 17.55 25 34.44 17.10 11.39 2.47 -15.86 6.86 65 8.56 61 30.94 18.57 13.85 1.00 -26.38 31.62 4 29.12 7 38.62 -0.46 -27.53 -34.25 -61.97 24.68 15 29.20 12 -70% -60% -50% -40% -30% -20% -10% 0% 10% 20% 30% 40% 50% s 1 s 1 s 1 s 1 s 1 s 1 s 1 s 1 s 1 212 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Real Estate Portfolios Annualized Rate of Return0.0 4.0 8.0 12.0 16.0 20.0 24.0 28.0 -4.0 -1.2 1.5 4.3 7.2 10.0 12.8 15.6 18.4 21.1 23.9 s1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank s Security Capital 1 Wilshire RESI Median 8.93 67 11.42 76 9.70 55 11.15 70 10.07 8.52 Annualized Rate of Return0.0 4.0 8.0 12.0 16.0 20.0 24.0 28.0 -4.0 -1.2 1.5 4.3 7.2 10.0 12.8 15.6 18.4 21.1 23.9 s1MedianRisk Median Return Historical Standard Deviation of Return 5 Years Ending 6/30/17 Annualized Net of Fee Return Standard Deviation Value Rank Value Rank s Security Capital 1 Wilshire RESI Median 8.93 67 11.42 76 9.70 55 11.15 70 10.07 8.52 213 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Real Estate Portfolios High 1st Qt Median 3rd Qt Low s Security Capital Net Ret Rank 1 Wilshire RESI Net Ret Rank 6/17 3/17 12/16 9/16 6/16 22.32 11.83 9.43 4.77 -7.28 7.83 65 8.82 54 22.48 12.72 10.47 5.78 -13.60 10.02 55 10.68 48 23.19 13.89 11.73 5.99 -11.99 13.79 25 14.05 23 25.42 14.28 12.01 7.37 -9.40 14.37 24 14.61 23 30.13 14.72 12.67 8.00 -8.49 13.41 40 14.07 28 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% s 1 s 1 s 1 s 1 s 1 Security Capital Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -4.0% -3.5% -3.0% -2.5% -2.0% -1.5% -1.0% -0.5% 0.0% 0.5% 1.0% -0.3 -0.4 -0.7 0.8 -0.4 -0.3 0.6 -0.2 0.2 0.7 0.1 -0.6 0.2 0.2 -1.3 -0.9 0.7 -0.3 -0.6 -1.1 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. Wilshire RESI 214 City of Clearwater Employees Pension Fund Risk Measure Summary Security Capital Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 3 1 0.31 0.91 0.25 -2.51 0.79 -2.52 -2.52 2.80 0.72 -0.45 0.84 -1.07 -4.19 1.48 -0.89 2 2 -2.20 1.91 -1.23 -1.23 3.71 -0.46 5 7 0.93 1.00 0.50 -10.12 15.81 -2.52 21.41 12.81 1.02 -0.27 0.99 0.59 7.44 1.36 -0.66 4 8 -9.61 15.03 -1.23 23.55 12.46 0.69 9 11 0.95 1.01 0.40 -10.12 15.81 -2.52 33.13 11.42 1.02 -0.22 0.99 0.77 8.61 1.23 -0.57 8 12 -9.61 15.03 -1.23 31.53 11.15 0.85 13 23 0.97 0.99 0.36 -37.93 33.98 -45.85 118.01 27.45 1.00 -0.13 0.99 0.27 7.55 2.13 -0.27 12 24 -40.40 35.93 -45.65 115.40 27.45 0.30 215 City of Clearwater Employees Pension Fund USAA as of 6/30/17 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/15 USAA NCREIF ODCE Fund Index Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/15 USAA NCREIF ODCE Fund Index Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value -0.55 1.70 10,957 0 -61 10,896 1.65 3.50 10,850 -130 177 10,896 9.57 7.87 10,321 -388 963 10,896 9.10 9.82 5,000 4,304 1,592 10,896 Portfolio Performance (%) 216 City of Clearwater Employees Pension Fund USAA as of 6/30/17 Cash & Equiv $-23 -0.21% Real Estate $10,919 100.21% Periods from 6/15 to 6/17 Alpha Beta R-Squared N/A N/A N/A Annualized Return% 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 u1 T Annualized Standard Deviation% u USAA 1 NCREIF ODCE Fund I T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 9.10 9.82 0.34 3.80 1.46 0.11 2.30 6.51 0.00 -0.18 Asset Allocation ($000) Risk/Return Analysis (Number of returns < 12) 217 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low u USAA Net Ret Rank 1 NCREIF ODCE Fund Index Net Ret Rank Last Qtr Last Year Last 2 Years 7.51 2.91 1.72 0.76 -6.74 -0.55 84 1.70 50 23.99 8.77 4.99 -1.23 -13.60 9.57 22 7.87 33 20.96 11.00 9.51 4.68 -9.99 9.10 55 9.82 45 -15% -10% -5% 0% 5% 10% 15% 20% 25% u 1 u 1 u 1 218 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low u USAA Net Ret Rank 1 NCREIF ODCE Fund Index Net Ret Rank 6/30/17 YTD 2016 14.27 5.25 3.52 1.55 -6.88 1.65 74 3.50 51 22.91 10.16 8.05 3.60 -14.98 12.34 17 8.76 39 -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% u 1 u 1 219 City of Clearwater Employees Pension Fund Risk Measure Summary USAA Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 1 3 1.22 0.75 -0.55 5.59 9.57 9.57 5.04 1.64 -0.73 0.37 1.80 5.53 4.72 0.34 0 4 1.70 2.11 7.87 7.87 0.42 17.79 1 7 0.93 0.50 -0.55 5.59 7.78 14.21 3.80 0.68 0.57 0.14 2.30 12.81 3.93 -0.18 0 8 1.70 3.68 7.87 11.81 1.46 6.51 220 City of Clearwater Employees Pension Fund Multi Employer Property Trust as of 6/30/17 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/10 Multi Employer Property Trust NCREIF ODCE Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 9/30/10 Multi Employer Property Trust NCREIF ODCE Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.43 1.70 44,629 0 639 45,267 2.73 3.50 44,062 0 1,205 45,267 6.16 7.87 42,639 0 2,629 45,267 9.82 11.34 34,175 0 11,092 45,267 9.50 11.78 24,545 5,000 15,722 45,267 10.25 12.71 0 25,000 20,267 45,267 Portfolio Performance (%) 221 City of Clearwater Employees Pension Fund Multi Employer Property Trust as of 6/30/17 Cash & Equiv $0 0.00% Real Estate $45,267 100.00% Periods from 9/10 to 6/17 Alpha Beta R-Squared -0.22 0.89 0.68 Annualized Return% 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 2.2 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 14.0 M 1 T Annualized Standard Deviation% M Multi Employer Property 1 NCREIF ODCE T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 10.25 12.71 0.16 1.97 1.65 0.09 5.12 7.59 0.00 -1.78 Asset Allocation ($000) Risk/Return Analysis 222 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low M Multi Employer Property Trust Net Ret Rank O NCREIF ODCE Fund Index Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years Last 4 Years Last 5 Years Last 6 Years 7.51 2.91 1.72 0.76 -6.74 1.43 63 1.70 50 23.99 8.77 4.99 -1.23 -13.60 6.16 44 7.87 33 20.96 11.00 9.51 4.68 -9.99 8.45 60 9.82 45 22.32 11.83 9.43 4.77 -7.28 9.82 45 11.34 28 24.43 12.61 10.41 6.62 -6.08 10.48 49 11.69 34 23.64 12.45 10.07 7.91 -4.01 9.50 57 11.78 33 20.48 12.89 10.42 6.97 -4.11 9.55 62 11.89 33 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% M O M O M O M O M O M O M O 223 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low M Multi Employer Property Trust Net Ret Rank O NCREIF ODCE Fund Index Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 2011 14.27 5.25 3.52 1.55 -6.88 2.73 58 3.50 51 22.91 10.16 8.05 3.60 -14.98 8.02 50 8.76 39 32.72 15.91 11.17 2.44 -21.27 12.00 47 15.01 32 37.91 21.11 13.34 8.77 -10.78 12.21 57 12.49 56 32.06 14.95 10.40 2.97 -6.80 11.83 42 13.94 30 32.05 17.62 11.44 5.63 -7.03 4.70 78 10.94 54 34.44 17.10 11.39 2.47 -15.86 12.99 44 15.99 27 -25% -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% M O M O M O M O M O M O M O 224 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Real Estate Portfolios High 1st Qt Median 3rd Qt Low M Multi Employer Property Trust Net Ret Rank 1 NCREIF ODCE Net Ret Rank 6/17 3/17 12/16 9/16 6/16 22.32 11.83 9.43 4.77 -7.28 9.82 45 11.34 28 22.48 12.72 10.47 5.78 -13.60 10.15 54 11.78 33 23.19 13.89 11.73 5.99 -11.99 10.72 61 12.06 46 25.42 14.28 12.01 7.37 -9.40 11.36 58 12.45 46 30.13 14.72 12.67 8.00 -8.49 11.95 56 12.99 45 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% M 1 M 1 M 1 M 1 M 1 Multi Employer Property Trust Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -10.0% -9.0% -8.0% -7.0% -6.0% -5.0% -4.0% -3.0% -2.0% -1.0% 0.0% 1.0% -1.7 -2.4 -0.7 -1.2 0.0 0.0 0.3 -0.6 0.1 -0.1 -0.5 -1.1 -0.5 -0.6 0.6 -0.4 -0.2 -0.7 -0.5 -0.3 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. NCREIF ODCE 225 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Real Estate Portfolios 3 Years Ending 6/30/17 Annualized Rate of Return0.0 1.8 3.6 5.4 7.2 9.0 10.8 12.6 14.4 16.2 18.0 -4.0 -1.4 1.1 3.7 6.3 9.0 11.6 14.2 16.8 19.4 22.0 M 1 MedianRiskMedian Return Historical Standard Deviation of Return Annualized Net of Fee Return Standard Deviation Value Rank Value Rank M Multi Employer Property Trust 1 NCREIF ODCE Median 9.82 45 1.52 3 11.34 28 1.58 5 9.43 9.16 226 City of Clearwater Employees Pension Fund Risk Measure Summary Multi Employer Property Trust Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.78 0.00 1.29 1.91 6.16 6.16 0.55 0.77 0.01 0.93 10.36 7.38 0.48 -3.36 0 4 1.70 2.11 7.87 7.87 0.42 17.79 0 12 0.87 0.17 1.29 3.31 6.16 12.62 1.52 0.85 0.04 0.86 6.29 11.26 0.84 -1.66 0 12 1.70 3.82 7.87 15.01 1.58 7.01 1 19 0.81 0.15 -0.12 3.53 5.69 12.79 1.87 0.87 -0.15 0.59 4.99 10.77 1.40 -1.50 0 20 1.70 3.86 7.87 15.01 1.38 8.38 1 26 0.81 0.11 -0.12 4.72 4.70 15.44 1.97 0.89 -0.22 0.68 5.12 11.40 1.26 -1.78 0 27 1.70 4.99 7.87 18.27 1.65 7.59 227 City of Clearwater Employees Pension Fund Molpus Woodlands Group as of 6/30/17 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/11 Molpus Woodlands Group NCREIF Timberland Index Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 6/30/11 Molpus Woodlands Group NCREIF Timberland Index Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 0.00 0.70 11,915 0 0 11,915 0.32 1.47 11,655 -99 360 11,915 1.01 3.35 9,979 1,509 428 11,915 3.06 5.54 7,593 3,244 1,078 11,915 5.29 7.16 6,544 3,187 2,184 11,915 4.41 6.13 111 9,691 2,113 11,915 Portfolio Performance (%) 228 City of Clearwater Employees Pension Fund Molpus Woodlands Group as of 6/30/17 Real Estate $11,915 100.00% Periods from 6/11 to 6/17 Alpha Beta R-Squared 0.17 0.53 0.18 Annualized Return% 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 5.5 6.0 6.5 M 1 T Annualized Standard Deviation% M Molpus Woodlands Group 1 NCREIF Timberland Index T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 4.41 6.13 0.15 4.81 4.33 0.06 0.89 1.38 0.00 -0.49 Asset Allocation ($000) Risk/Return Analysis 229 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low M Molpus Woodlands Group Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years 7.51 2.91 1.72 0.76 -6.74 0.00 81 0.70 76 23.99 8.77 4.99 -1.23 -13.60 1.01 63 3.35 56 20.96 11.00 9.51 4.68 -9.99 1.47 82 3.37 79 22.32 11.83 9.43 4.77 -7.28 3.06 80 5.54 72 -15% -10% -5% 0% 5% 10% 15% 20% 25% M 1 M 1 M 1 M 1 230 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low M Molpus Woodlands Group Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 2012 14.27 5.25 3.52 1.55 -6.88 0.32 82 1.47 75 22.91 10.16 8.05 3.60 -14.98 0.48 84 2.59 78 32.72 15.91 11.17 2.44 -21.27 2.64 73 4.97 65 37.91 21.11 13.34 8.77 -10.78 7.02 79 10.50 68 32.06 14.95 10.40 2.97 -6.80 15.16 24 9.68 52 32.05 17.62 11.44 5.63 -7.03 0.77 87 7.75 69 -25% -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% M 1 M 1 M 1 M 1 M 1 M 1 231 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Real Estate Portfolios High 1st Qt Median 3rd Qt Low M Molpus Woodlands Group Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank 6/17 3/17 12/16 9/16 6/16 22.32 11.83 9.43 4.77 -7.28 3.06 80 5.54 72 22.48 12.72 10.47 5.78 -13.60 3.12 81 5.67 75 23.19 13.89 11.73 5.99 -11.99 3.34 82 5.97 75 25.42 14.28 12.01 7.37 -9.40 4.42 81 7.60 74 30.13 14.72 12.67 8.00 -8.49 5.35 82 7.73 76 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% M 1 M 1 M 1 M 1 M 1 Molpus Woodlands Group Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -10.0% -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% 0.9 -5.7 -1.4 6.9 2.3 -2.6 -0.6 -0.9 -1.8 0.1 -1.4 -0.3 -1.6 1.2 -0.3 -0.6 0.0 -1.2 -0.4 -0.7 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. NCREIF Timberland Index 232 City of Clearwater Employees Pension Fund Return vs Risk Total Returns of Real Estate Portfolios 3 Years Ending 6/30/17 Annualized Rate of Return0.0 1.8 3.6 5.4 7.2 9.0 10.8 12.6 14.4 16.2 18.0 -4.0 -1.4 1.1 3.7 6.3 9.0 11.6 14.2 16.8 19.4 22.0 M 1 MedianRiskMedian Return Historical Standard Deviation of Return Annualized Net of Fee Return Standard Deviation Value Rank Value Rank M Molpus Woodlands Group 1 NCREIF Timberland Index Median 3.06 80 3.89 30 5.54 72 3.15 25 9.43 9.16 233 City of Clearwater Employees Pension Fund Risk Measure Summary Molpus Woodlands Group Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 0.30 0.25 0.00 0.68 1.01 1.01 0.65 0.02 0.12 0.00 0.80 29.74 1.00 -2.29 0 4 0.67 1.18 3.35 3.35 0.48 6.02 3 9 0.58 2.10 0.25 -0.87 6.14 0.48 6.31 3.89 1.08 -0.70 0.81 0.73 2.61 1.69 -1.40 1 11 -0.26 6.02 2.59 10.02 3.15 1.68 4 16 0.75 2.10 0.30 -0.87 7.86 0.48 16.17 4.61 0.45 0.50 0.14 1.11 11.30 4.82 -0.38 1 19 -0.26 6.02 2.59 10.64 3.74 1.87 8 16 0.66 2.02 0.25 -1.35 7.86 -2.71 16.17 4.47 0.53 0.17 0.18 0.84 7.15 4.42 -0.49 2 22 -0.35 6.02 1.13 10.64 3.60 1.66 234 City of Clearwater Employees Pension Fund Hancock as of 6/30/17 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 5/31/12 Hancock NCREIF Timberland Index Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 5/31/12 Hancock NCREIF Timberland Index Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 0.00 0.70 8,394 -68 0 8,326 -0.14 1.47 8,083 -68 311 8,326 -0.66 3.35 8,193 -136 268 8,326 2.56 5.54 4,642 2,965 719 8,326 4.80 7.16 1,263 5,773 1,290 8,326 5.52 7.17 1,263 5,788 1,274 8,326 Portfolio Performance (%) 235 City of Clearwater Employees Pension Fund Hancock as of 6/30/17 Real Estate $8,326 100.00% Periods from 5/12 to 6/17 Alpha Beta R-Squared -1.56 1.60 0.74 Annualized Return% -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 H 1 T Annualized Standard Deviation% H Hancock 1 NCREIF Timberland Index T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 5.52 7.17 0.17 7.41 4.64 0.06 0.72 1.51 0.00 -0.50 Asset Allocation ($000) Risk/Return Analysis 236 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low H Hancock Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank Last Qtr Last Year Last 2 Years Last 3 Years 7.51 2.91 1.72 0.76 -6.74 0.00 81 0.70 76 23.99 8.77 4.99 -1.23 -13.60 -0.66 72 3.35 56 20.96 11.00 9.51 4.68 -9.99 2.00 82 3.37 79 22.32 11.83 9.43 4.77 -7.28 2.56 83 5.54 72 -15% -10% -5% 0% 5% 10% 15% 20% 25% H 1 H 1 H 1 H 1 237 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low H Hancock Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank 6/30/17 YTD 2016 2015 2014 2013 14.27 5.25 3.52 1.55 -6.88 -0.14 84 1.47 75 22.91 10.16 8.05 3.60 -14.98 -1.27 87 2.59 78 32.72 15.91 11.17 2.44 -21.27 4.51 67 4.97 65 37.91 21.11 13.34 8.77 -10.78 4.58 83 10.50 68 32.06 14.95 10.40 2.97 -6.80 8.91 55 9.68 52 -25% -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% 40% H 1 H 1 H 1 H 1 H 1 238 City of Clearwater Employees Pension Fund June 30, 2017 Cumulative Performance Comparison Total Returns of Real Estate Portfolios High 1st Qt Median 3rd Qt Low H Hancock Net Ret Rank 1 NCREIF Timberland Index Net Ret Rank 6/17 3/17 12/16 9/16 6/16 22.32 11.83 9.43 4.77 -7.28 2.56 83 5.54 72 22.48 12.72 10.47 5.78 -13.60 2.38 83 5.67 75 23.19 13.89 11.73 5.99 -11.99 2.57 83 5.97 75 25.42 14.28 12.01 7.37 -9.40 6.49 78 7.60 74 30.13 14.72 12.67 8.00 -8.49 6.56 80 7.73 76 -15% -10% -5% 0% 5% 10% 15% 20% 25% 30% 35% H 1 H 1 H 1 H 1 H 1 Hancock Value Added Analysis - Net of Fee 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 -12.0% -10.0% -8.0% -6.0% -4.0% -2.0% 0.0% 2.0% 4.0% 6.0% 8.0% -1.3 2.2 -3.5 -1.2 -1.4 5.6 -1.2 -1.6 -1.6 -1.1 -2.3 -0.9 -0.9 3.7 -0.2 -1.2 -1.2 -1.2 -0.9 -0.7 Cumulative Value Added 2 Yr Rolling Avg (Annualized) Quarterly Value Added vs. NCREIF Timberland Index 239 City of Clearwater Employees Pension Fund Risk Measure Summary Hancock Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 2 2 -0.20 0.00 -0.52 0.00 -0.66 -0.66 0.49 -0.14 -0.19 0.06 -2.32 8.24 0.47 -8.24 0 4 0.67 1.18 3.35 3.35 0.48 6.02 8 4 0.48 1.89 0.08 -0.54 5.67 -1.27 4.72 4.35 0.96 -0.67 0.52 0.53 2.42 3.02 -0.95 1 11 -0.26 6.02 2.59 10.02 3.15 1.68 12 8 0.70 1.89 0.15 -1.83 11.90 -1.27 12.16 7.10 1.60 -1.51 0.74 0.67 2.99 4.28 -0.48 1 19 -0.26 6.02 2.59 10.64 3.74 1.87 12 8 0.70 1.89 0.15 -1.83 11.90 -1.27 12.16 7.10 1.60 -1.51 0.74 0.67 2.99 4.28 -0.48 1 19 -0.26 6.02 2.59 10.64 3.74 1.87 240 City of Clearwater Employees Pension Fund U.S. Real Estate Investment Fund as of 6/30/17 -1.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/15 U.S. Real Estate Investment Fund NCREIF ODCE Fund Index Net of Fee Returns Qtr YTD 1 Year 3 Year 5 Year 10 Year Incept 12/31/15 U.S. Real Estate Investment Fund NCREIF ODCE Fund Index Asset Growth ($000) Beginning Market Value Net Contributions & Withdrawals Gain/Loss + Income Ending Market Value 1.18 1.70 11,242 0 133 11,375 3.53 3.50 11,081 -95 389 11,375 12.13 7.87 10,231 -95 1,240 11,375 9.53 8.21 5,708 4,204 1,462 11,375 Portfolio Performance (%) 241 City of Clearwater Employees Pension Fund U.S. Real Estate Investment Fund as of 6/30/17 Real Estate $11,375 100.00% Periods from 12/15 to 6/17 Alpha Beta R-Squared N/A N/A N/A Annualized Return% 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0 0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 u 1 T Annualized Standard Deviation% u U.S. Real Estate Investm 1 NCREIF ODCE Fund I T 91-Day Treasury Bill Annualized Net Ret Std. Dev. Sharpe Ratio Info Ratio 9.53 8.21 0.42 4.80 3.37 0.07 1.90 2.31 0.00 0.42 Asset Allocation ($000) Risk/Return Analysis (Number of returns < 12) 242 City of Clearwater Employees Pension Fund Cumulative Performance Comparison Total Returns of Real Estate Portfolios Periods Ending 6/17 High 1st Qt Median 3rd Qt Low u U.S. Real Estate Investment Fund Net Ret Rank 1 NCREIF ODCE Fund Index Net Ret Rank Last Qtr Last 2 Qtrs Last 3 Qtrs Last 4 Qtrs 7.51 2.91 1.72 0.76 -6.74 1.18 68 1.70 50 14.27 5.25 3.52 1.55 -6.88 3.53 49 3.50 51 18.61 6.44 2.91 -0.57 -8.96 8.22 14 5.68 32 23.99 8.77 4.99 -1.23 -13.60 12.13 14 7.87 33 -15% -10% -5% 0% 5% 10% 15% 20% 25% u 1 u 1 u 1 u 1 243 City of Clearwater Employees Pension Fund Calendar Year Performance Comparison Total Returns of Real Estate Portfolios Years Ending December High 1st Qt Median 3rd Qt Low u U.S. Real Estate Investment Fund Net Ret Rank 1 NCREIF ODCE Fund Index Net Ret Rank 6/30/17 YTD 2016 14.27 5.25 3.52 1.55 -6.88 3.53 49 3.50 51 22.91 10.16 8.05 3.60 -14.98 10.72 22 8.76 39 -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% u 1 u 1 244 City of Clearwater Employees Pension Fund Risk Measure Summary U.S. Real Estate Investment Fund Quarterly Periods Ending 6/30/17 Risk Measures 1 Year Portfolio Bench 3 Years Portfolio Bench 5 Years Portfolio Bench Inception Portfolio Bench Negative Periods Positive Periods Up Market Capture Down Market Capture Batting Average Worst Quarter Best Quarter Worst 4 Quarters Best 4 Quarters Standard Deviation Beta Alpha R-Squared Sharpe Ratio Treynor Ratio Tracking Error Information Ratio 0 4 1.54 0.75 1.18 4.53 12.13 12.13 2.93 1.80 -0.44 0.75 3.97 6.46 2.54 1.59 0 4 1.70 2.11 7.87 7.87 0.42 17.79 0 6 1.16 0.50 0.64 4.53 10.72 12.57 3.00 1.18 -0.03 0.33 3.04 7.69 2.95 0.42 0 6 1.70 2.18 7.87 8.76 0.41 19.06 245 246 5XVVHOO9DOXH$VHJPHQWRIWKH5XVVHOOZLWKDOHVVWKDQDYHUDJHJURZWKRULHQWDWLRQ&RPSDQLHVLQWKLV LQGH[KDYHORZSULFHWRERRNDQGSULFHWRHDUQLQJVUDWLRVKLJKHUGLYLGHQG\LHOGVDQGORZHUIRUHFDVWHGJURZWKYDOXHV 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over Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4043 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.5 SUBJECT/RECOMMENDATION: Approve an agreement with Victory Capital for investment in their Sycamore Small Cap Value Equity product, and authorize the appropriate officials to execute same. SUMMARY: One of the plan’s small cap value equity money managers, Systematic, has been recommended for termination per a previous agenda item. At the May 2017 pension investment committee quarterly meeting, the committee requested the plan’s investment performance consultant, CapTrust Advisors, conduct a manager search for a replacement small cap value equity manager. At a special meeting of the committee during June 2017, the committee unanimously selected Victory Sycamore Small Cap Value Equity for a due diligence interview of the firm, which was subsequently conducted at the committee’s August 2017 quarterly meeting. The pension investment committee unanimously recommends Victory Sycamore Small Cap Value Equity to the Trustees for an investment of up to $15 million, or approximately 1.5% of the total plan investment portfolio. As of June 30, 2017, Sycamore Small Cap Value Equity’s performance over the past ten years has been as follow: Russell 2000 Performance Value Index Last 3 years 11.08% 7.02% Last 5 years 15.86% 13.39% Last 10 years 9.52% 5.92% Investment manager fees will be 1.0% on the first $10 million; and 0.85% on the next $15 million. APPROPRIATION CODE AND AMOUNT: 0646-07410-530100-585-000-0000 $142,500 annually Page 1 City of Clearwater Printed on 11/8/2017 {00094151.DOC;1} Account No. ______________________ Company Tax ID: 59-6000289 INVESTMENT MANAGEMENT AGREEMENT (non-ERISA) VICTORY CAPITAL MANAGEMENT INC. 4900 Tiedeman Road, 4th Floor Brooklyn, OH 44144 This management agreement (the “Agreement”), is entered into as of this day of , 20____, 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 s ubscribe 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 of the 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 ne gligence 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 unl ess 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} 2 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 II). 6. The Client will appoint a separate custodian (the “Custodian”) to take and have posses sion 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 l iability 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 s tatement, 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 la w, 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. {00094151.DOC;1} 3 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 b y 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 t he 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: City of Clearwater Employees’ Pension Fund 100 S. Myrtle Avenue Clearwater, FL 33756 Attn: Finance Director If to the Investment Manager: Victory Capital Management Inc. 4900 Tiedeman Road, 4th Floor Brooklyn, OH 44144 ATTN: With a Copy to the Chief Compliance Officer: Victory Capital Management Inc. 4900 Tiedeman Road, 4th Floor Brooklyn, OH 44144 Attn: Colin Kinney If to the Custodian: 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 Agree ment 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, da ta, records and reports related to its account. Electronic communications may include email delivery and/or electronic communications via the {00094151.DOC;1} 4 Investment Manager’s website. The Client acknowledges and agrees that any such electronic delivery or availabilit y 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, Flo rida. 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: {00094151.DOC;1} 5 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] {00094151.DOC;1} 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Agreed and Accepted as of ____ day of _________________, 20____. City of Clearwater Employees’ Pension Fund BY: NAME: George N. Cretekos TITLE: Chairperson VICTORY CAPITAL MANAGEMENT INC. BY: NAME: TITLE: {00094151.DOC;1}A-1 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 Annual Fee Rate On the first $10 million 1.00% On the next $15 million 0.85% On the next $25 million 0.80% On the next $50 million 0.75% Over $100 million 0.70% Product: Sycamore Small Cap Value Benchmark: Russell 2000 Value 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 commo n interest may be treated as one for billing purposes. Agreed and Accepted as of day of , 20____. City of Clearwater Employees’ Pension Fund BY: NAME: George N. Cretekos TITLE: Chairperson VICTORY CAPITAL MANAGEMENT INC. BY: NAME: TITLE: {00094151.DOC;1}C-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 (“Direc ted 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 Capit al 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 conformi ty 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. SELECTED BROKERS OR DEALERS: Account Number Brokerage Firm Broker’s Name and Phone Number ______N/A________ _______________________ ____________________________ __________________ _______________________ ____________________________ __________________ _______________________ ____________________________ __________________ _______________________ ____________________________ BY: City of Clearwater Employees Pension Plan {00094151.DOC;1}C-1 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 initial 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 day of , 20____. City of Clearwater Employees’ Pension Fund BY: NAME: George N. Cretekos TITLE: Chairperson {00094151.DOC;1} 10 SCHEDULE D Non-ERISA Proof of D&O/E&O Insurance {00094151.DOC;1} 11 SCHEDULE D Non-ERISA Proof of Fidelity Bond 4900 Tiedeman Road, 4th Floor • Brooklyn, OH 44144 • 877-660-4400 • vcm.com Page 1 of 2 Rev. 04.14 Please complete this form, sign, and send a scanned copy via encrypted email to compliance_victory@vcm.com, send a fax to: (216) 898-2577, or mail to the above address. Certificate of Rule 144A Qualified 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 basis1, at least $100 million in securities of issuers that are not affiliated with the entity: i.  an insurance company as defined in Section 2(a)(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(a)(48) of that Act. iii.  a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. iv.  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.  an 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.  a business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”). viii.  an organization described in Section 501(c)(3) of the Internal Revenue Code , corporation (other than a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Act or a foreign bank or 1 In determining the aggregate amount of securities owned on a discretionary basis, please refer to Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended. Page 2 of 2 Rev. 04.14 savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust. ix.  an investment adviser registered under the Investment Advisers Act. b.  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.  A dealer registered pursuant to Section 15 of the Exchange Act acting in a “riskless principal transaction” on behalf of a QIB. 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.  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.  An entity, all of the equity owners of which are QIBs, acting for its own account of the accounts of other QIBs. f.  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 U.S. 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.  OR, the undersigned certifies to Victory Capital Management Inc. that it is not a QIB or the investment guidelines for the account prohibit investment in Rule 144A securities. The undersigned 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.: Signature: 2nd Signature (if needed): Printed Name: Printed Name: Signature Date: Signature Date: City of Clearwater Employees' Pension Fund George N. Cretekos, Chairman Page 1 of 5 Name of Institution/Account City of Clearwater Employees’ Pension Fund CERTIFICATION FOR THE PURCHASE OF INITIAL PUBLIC OFFERINGS OF EQUITY SECURITIES Pursuant to FINRA Rule 5130 (the “New Issue Rule”), firms may not sell or cause to be sold 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 IPO 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 “IPO 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 New 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 “B”, 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 allocat e new issues: SECTION A. NEW ISSUE RULE (FINRA RULE 5130) (CHECK ONE BOX ONLY) 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 follow 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 The investment guidelines for the account prohibit, or the account has elected not to participate in, the purchase of new issues. Page 2 of 5 SECTION B. IPO ALLOCATION RULE (FINRA RULE 5131) (CHECK ONE BOX ONLY) The undersigned hereby certifies that the account(s) is eligible to purchase new issues on or after 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) The account is beneficially owned by Covered Person(s) who in the aggregate owns less than 25% of the account. 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 implemented procedures to reduc e 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. 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, o r 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 Certificatio n 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, FL 33756 Tax ID/EIN/Reg. No. 59-6000289 Authorized Signatory Signature Date George N. Cretekos Chairperson Name (Print/Type) Title (Print/Type) 727-562-4050 George.Cretekos@myClearwater.com Business Telephone Number Business Email Page 3 of 5 ANNEX A General Exemptions: 1. An investment company registered under the Investment Company 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 fund does not limit beneficial interests in the fund principally to trust accounts of restricted persons. 3. An insurance company general, separate or investment account, provided: (i) the account is funded by premiums from 1,000 or more policyholders or, if a general account, the insurance company has 1,000 or more 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 B, covered persons of a particular company, in the aggregate, do not exceed 25% of the account under the IPO Allocation Rule (FINRA Rule 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-U.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 plan that is qualified under Section 401(a) of the Internal Revenue Code; provided that the plan is not sponsored solely by a broker-dealer. 8. A state or municipal government benefits plan that is subject to state and/or municipal regulation. 9. A tax-exempt charitable organization under Section 501(c)(3) of the Internal Revenue Code. 10. A church plan under Section 414(e) of the Internal Revenue Code. New Issue Rule and IPO Allocation Rule Definitions Associated person or employee of a FINRA member firm. (1) 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 (for 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 4 of 5 Covered non-public company. Any non-public company satisfying the following criteria: (i) income 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) sharehol ders' 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 10 -K 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 firm. 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 a 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)11 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 advi ser) or collective investment account. 5. A person listed, or required to be listed, on one of the following schedules to Form BD 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%; (ii) Schedule B, unless the person’s listing 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 owners hip criteria for Schedule A or B above. Page 5 of 5 6. A person that directly or indirectly owns (i) 10% or more of a public reporting company listed, or required to be listed, on Schedule A of Form BD (other than a reporting company that is listed on a national s ecurities 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 Form BD (other than a reporting company that is listed on a national se curities 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 of th e new issue; or (iii) a person specified in items 5-6 that is an owner of 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 of the new issue. VICTORY CAPITAL MANAGEMENT INC. INVESTMENT ADVISER BROCHURE FORM ADV PART 2A MARCH 31, 2017 4900 Tiedeman Road, 4th Floor Brooklyn, Ohio 44144 Phone: (877) 660-4400 www.vcm.com www.victoryshares.com www.rsinvestments.com www.integrityasset.com www.compassemp.com This brochure provides information about the qualifications and business practices of Victory Capital Management Inc. If you have any questions about the contents of this brochure, please contact us at (216) 898-2400. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Victory Capital Management Inc. is a registered investment adviser. Registration as an investment adviser does not imply a certain level of skill or training. Additional information about Victory Capital Management Inc. is available on the SEC’s website at: http://www.adviserinfo.sec.gov. Page | 1 ITEM 2: MATERIAL CHANGES Since the last update of this brochure on September 19, 2016, Victory Capital has made the following changes to this brochure:  Disclosure was added to Items 4, 5 and 7 in connection with Victory Capital’s appointment as an Investment Manager of Victory Sophus Emerging Markets UCITS Fund and Victory Expedition Emerging Markets Small Cap UCITS Fund, sub-funds of Dublin-based Carolon Investments Funds plc.  Disclosure was added to Items 10 and 11 in connection with Victory Capital’s acquisition of a minority interest in Cerebellum Capital, LLC  Victory Capital’s Privacy Policy was added to the end of this ADV Page | 2 ITEM 3: TABLE OF CONTENTS ITEM 1: COVER PAGE ITEM 2: MATERIAL CHANGES ITEM 3: TABLE OF CONTENTS ITEM 4: ADVISORY BUSINESS ................................................................................................ 3 ITEM 5: FEES AND COMPENSATION ...................................................................................... 8 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ......................16 ITEM 7: TYPES OF CLIENTS ...................................................................................................17 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS........18 ITEM 9: DISCIPLINARY INFORMATION ..................................................................................37 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..........................38 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING .....................................................................................................41 ITEM 12: BROKERAGE PRACTICES .......................................................................................44 ITEM 13: REVIEW OF ACCOUNTS ..........................................................................................52 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ............................................53 ITEM 15: CUSTODY .................................................................................................................54 ITEM 16: INVESTMENT DISCRETION .....................................................................................55 ITEM 17: VOTING CLIENT SECURITIES .................................................................................56 ITEM 18: FINANCIAL INFORMATION ......................................................................................57 ITEM 19: REQUIREMENTS FOR STATE-REGISTERED ADVISERS ......................................58 APPENDIX A ............................................................................................................................59 Page | 3 ITEM 4: ADVISORY BUSINESS GENERAL Victory Capital Management Inc. (“Victory Capital”) is an investment advisory firm registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 , as amended (“Advisers Act”) that has provided investment advisory services (through its predecessor firms) since 1912. Victory Capital’s multi-boutique structure is comprised of the following autonomous investment franchises: CEMP, Diversified Equity Management, Expedition Investment Partners, INCORE Capital Management, Integrity Asset Management, Munder Capital Management, NewBridge Asset Management, RS Investments, Sophus Capital, Sycamore Capital, and Trivalent Investments (each, an “investment franchise”). Collectively, Victory Capital’s investment franchises manage investment strategies in a variety of asset classes (such as equity, fixed income and mixed asset classes) and through a variety of styles (such as active management, passive management, smart beta and asset allocation). OWNERSHIP AND LOCATIONS Victory Capital is an indirect, wholly owned subsidiary of Victory Capital Holdings, Inc. (“VCH”). Crestview Partners II, L.P. (and its affiliated funds) is the majority owner of VCH, with the remaining portion owned by Victory Capital employees and a limited number of outside investors. Victory Capital is headquartered in Brooklyn, OH, and has offices in Birmingham, MI, Boston, MA, Brentwood, TN, Cincinnati, OH, Des Moines, IA, Greenwood Village, CO, New York, NY, and Rocky River, OH, San Francisco, CA, as well as Hong Kong, Singapore, and the United Kingdom. TYPES OF ADVISORY SERVICES Through its separate investment franchises, each with its own investment teams and unique strategies, Victory Capital provides continuous investment management advice either directly or indirectly (i.e., through certain financial intermediaries) to (1) institutional clients (as described in Item 7 herein) and high net worth individuals (institutional clients and high net worth individuals, together, “separate accounts”), (2) collective investment trusts, exchange traded funds (“ETFs”), private funds, Undertaking for Collective Investment in Transferable Securities (“UCITS”) funds, and affiliated and unaffiliated registered investment companies (collectively, “pooled vehicles”), and (3) clients who participate in wrap fee programs (as described below). Victory Capital also oversees the management of fixed-income and natural resources equity pooled investment vehicles, which are sub-advised by other investment advisers. As of December 31, 2016, Victory Capital had approximately $53.2 billion in client assets under management on a discretionary basis and approximately $1.8 billion in client assets under management on a non-discretionary basis.1 1 AUM figures are not adjusted for assets of proprietary funds in other funds or client accounts. Page | 4 INVESTMENT ADVISORY SERVICES PROVIDED DIRECTLY TO CLIENTS Victory Capital provides continuous investment management advice directly to (1) separate accounts and (2) pooled vehicles. Investors should note that investment decisions for separate accounts are provided at the client account level, whereas the investment decisions for pooled vehicles are made at the fund level. Thus, investment decisions that are made for separate accounts may vary from one client to another, whereas decisions made at the fund level will affect all fund investors. Direct Investment Advisory Services to Separate Accounts A client with a separate account enters into an investment advisory agreement with Victory Capital. This agreement, together with any investment policy statement or similar guidelines provided by the client, stipulates the investment strategies, objectives, restrictions (which may include (without limitation) restrictions on: the market-capitalization of investments held in the account, cash levels permitted in the account, the purchase of foreign securities, or the types of investments or techniques that may be used in managing the account) and guidelines applicable to the client’s account (the “investment mandate”) and includes provisions relating to investment management fees, voting rights and termination rights. As a separate account, the investment management advice that Victory Capital provides to these clients – and how the investor will be affected by investment decisions – will vary from one client to another. Victory Capital may from time to time, subject to applicable law, discuss with clients or potential clients (upon their request) one or more issuers (public or private) which it does not then hold in any portfolio managed by it, and which it may or may not be considering for investment. Any such discussions are solely for the information and convenience of a client or potential client, and are not intended to constitute investment advice (except to the extent such discussions are investment advisory services specifically contemplated by the investment advisory agreement between Victory Capital and a client). Such discussions may include, among other things, the views of an investment team at Victory Capital regarding the issuer or its securities, the issuer’s financial condition or prospects, or the merits generally of an investment (or non-investment) in that issuer or any industry or sector of which that issuer is a part. Victory Capital is under no obligation to enter into such discussions with any client or all clients, and may have such discussions only with certain clients in its sole discretion. Victory Capital will not, as a result of any such discussion, be limited in any way from purchasing or selling investments of any such issuer, including investments that may be or appear to be inconsistent with the views expressed in such discussion. Direct Investment Advisory Services to Pooled Vehicles Victory Capital also provides investment management advice directly to affiliated and unaffiliated pooled vehicles. Victory Capital provides investment management advice to these pooled vehicles according to the investment mandate that is outlined in its offering and governing documents. Although there may be many investors in pooled vehicles, the investment mandate is not tailored to each investor’s needs the way separate accounts are tailored to each client. Thus, the investment management advice that Victory Capital provides to these clients (i.e., the pooled vehicles) – and how investors in them will be affected by investment decisions – will not vary from one investor to another. In fact, all investors in the pooled vehicle will be affected the same way. Page | 5 i. Affiliated pooled vehicles. Victory Capital serves as the investment adviser to the separate series of the following affiliated pooled vehicles: Victory Capital Collective Investment Trust, Victory Capital International Collective Investment Trust and the Victory Funds. “Victory Funds” means the individual series portfolios of Victory Portfolios, Victory Portfolios II, Victory Variable Insurance Funds, and Victory Institutional Funds, each an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). ii. Unaffiliated pooled vehicles. Victory Capital acts as investment sub-advisor to unaffiliated registered investment companies (such as mutual funds and ETFs) and other non-registered pooled vehicles. Victory Capital acts as a sub-adviser for the registered investment companies that are disclosed in Part 1 of Form ADV. Victory Capital acts as investment manager to certain sub-funds of Carolon Investment Funds plc, a UCITS product for non-U.S. investors. Carolon Investment Funds plc operates as an open-ended umbrella investment company with variable capital and segregated liability between sub-funds incorporated with limited liability in Ireland under the Companies Acts 1963 to 2013 with registration number 552000 and established as a UCITS fund pursuant to the European Communities UCITS Regulations, 2011 (S.I Number 352 of 2011). Victory Capital entered into an Investment Management Agreement and is responsible on a discretionary basis for managing the investment and reinvestment of certain of the assets of Carolon Investment Funds plc and its sub-funds. Victory Sophus Emerging Markets UCITS Fund and Victory Expedition Emerging Markets Small Cap UCITS Fund (collect ively, the “Victory UCITS”) are currently the only sub-funds of Carolon Investment Funds plc for which Victory Capital acts as investment manager. INVESTMENT ADVISORY SERVICES PROVIDED THROUGH INTERMEDIARIES OR INDIRECTLY TO CLIENTS Victory Capital provides investment advisory services through intermediaries or indirectly to clients who participate in wrap fee programs (as described below). Wrap Fee Accounts Victory Capital provides investment management advice indirectly through third party intermediaries to investors who participate in “wrap fee programs”. According to Rule 204- 3(h)(5) of the Advisers Act, a wrap fee program is any advisory program under which a client is charged a specified fee or fees not based directly on transactions in the client’s account for investment advisory services (which may include portfolio management or advice concerning the selection of other advisers) and execution of client transactions. Wrap fee programs are sponsored, organized or administered by the “wrap fee sponsor.” The wrap fee sponsor provides advice to clients regarding, among other things, the selection of other investment advisers in the program. In most wrap fee programs, the wrap fee sponsor has direct contact with the wrap fee client and, through client consultation, will establish the investment mandate. Victory Capital provides investment advisory services to two types of wrap fee programs: i) on a non-discretionary basis, to unified managed account programs (“UMA programs”), which are sponsored by other investment advisers (“UMA sponsors”); and ii) on a discretionary basis, to programs with separately managed accounts (“SMA programs”), Page | 6 which are sponsored by other registered investment advisers or broker-dealers (the “SMA sponsors”). Wrap fee sponsors should provide wrap fee clients with the sponsor’s wrap fee brochure (Schedule H of the wrap sponsor’s form ADV) and the brochure for each discretionary investment adviser or sub-adviser that is used by the wrap fee client. i. Unified managed accounts. When Victory Capital provides non-discretionary investment advisory services to UMA accounts, Victory Capital creates and provides the UMA sponsor with security recommendations (a “model portfolio”). As stated previously, the investment mandate stipulates the UMA client’s investment strategies, objectives, restrictions and guidelines. The wrap fee is based upon a percentage of the market value of the UMA sponsor’s accounts. Victory Capital receives a portion of the fee charged by the wrap fee sponsor. The UMA sponsor retains full discretion to accept, modify or reject the model portfolio and, in most cases, executes any securities transactions for the UMA client. UMA clients are clients of the UMA sponsor; they are not clients of Victory Capital. The UMA sponsor bears the responsibility to determine whether an investment is or continues to be appropriate for the UMA client. ii. Separately managed accounts. Victory Capital provides investment advisory services to SMAs. In SMA programs, the client (“SMA client”) may enter into a wrap fee agreement (“wrap fee agreement”) with the SMA sponsor. Alternatively, the SMA client may enter into an agreement with both the SMA sponsor and Victory Capital as the investment adviser (a “dual contract”). SMA clients are charged a single, all-inclusive fee by the wrap sponsor, which covers services provided by both the wrap sponsor and the investment adviser. The wrap fee is based upon a percentage of the market value of the SMA client’s account. Victory Capital receives a portion of the fee charged by the wrap sponsor. Typically, the SMA wrap sponsor will assist the SMA client with choosing one or more investment advisers or sub-advisers from a group of investment advisers that are available under the program (based on the client’s investment mandate). Victory Capital does not determine whether a particular wrap fee program is suitable or advisable for any client. Rather, the wrap sponsor determines whether the investment strategy provided by Victory Capital is suitable for the client. Victory Capital may accept or reject a wrap client for any reason. There are several notable differences between the UMA program and the SMA program. As noted previously, in the UMA program, the UMA sponsor (not Victory Capital) generally executes securities transactions for the UMA client. However, in the SMA program, Victory Capital (not the SMA sponsor) executes securities transactions on behalf of the SMA client. Additionally, Victory Capital may allow certain restrictions for SMA clients or the SMA program Page | 7 in ways that it may not for the UMA program. For example, Victory Capital allows SMA clients to place some restrictions on the securities that can be held in their account. Currently, Victory Capital permits SMA clients to have up to twenty (20) securities restricted in their investment mandate. Page | 8 ITEM 5: FEES AND COMPENSATION In most cases, Victory Capital is paid an asset-based fee for its advisory services, at rates which vary, based primarily on the type of strategy and the type and size of the account. Certain separate accounts pay Victory Capital an advisory fee structured as a performance-based fee which is a modification of the standard asset-based fee. ASSET BASED FEES Victory Capital’s asset-based fee schedules for new separate accounts are listed below. Advisory fees may be negotiated in limited circumstances, depending on the nature of the client’s portfolio and investment objectives. When Victory Capital negotiates fees, it may take into account the strategy and size of the account and the overall relationship with Victory Capital. For example, accounts with a family or business relationship to each other may be aggregated in order to apply advisory fee breakpoints. On occasion, Victory Capital may agree to fixed (or flat) fee arrangements. Victory Capital may impose minimum sizes and minimum annual fees. Victory Capital reserves the right to waive fees, reduce mandatory minimums, or to close a strategy to new or existing investors. Fees may be waived or reduced for investors who are affiliates of Victory Capital, employees of Victory Capital or its affiliates (or family members of such employees), and certain other investors as determined by Victory Capital, in its sole discretion. Victory Capital receives asset based fees for the advisory services it provides to the Victory Funds, other pooled vehicles and wrap clients that are different from what are shown below. Investors in these products should consult the offering documents or wrap program brochure for more information about Victory Capital’s advisory fees. Domestic Equity Diversified Equity Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Diversified Equity Large Cap Core $10M / $60K  0.60% on the first $25M  0.50% on the next $25M  0.45% on the next $50M  0.40% on assets exceeding $100M NewBridge Asset Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule NewBridge Large Cap Growth Equity Large Cap Growth $10M / $65K  0.65% on the first $25M  0.55% on the next $25M  0.45% on the next $50M  0.40% on assets exceeding $100M NewBridge Global Equity Global Equity $10M / $80K  0.80% on the first $25M  0.70% on the next $25M  0.60% on the next $50M  0.40% on assets exceeding $100M Page | 9 RS Investments Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule RS Small Cap Value Strategy Small Cap Value $10M / $100K  1.00% on the first $30M  0.80% on the next $20M  0.60% on assets exceeding $50M RS Mid Cap Value Strategy Mid Cap Value $10M / $85K  0.85% on the first $30M  0.68% on the next $20M  0.50% on assets exceeding $50M RS Large Cap Value Strategy Large Cap Value $10M / $50K  0.50% on the first $30M  0.45% on the next $20M  0.40% on assets exceeding $50M RS Concentrated All Cap Strategy All Cap Value $10M / $85K  0.85% on the first $30M  0.80% on the next $20M  0.75% on assets exceeding $50M RS Small Cap Growth Strategy Small Cap Growth $10M / $100K  1.00% on the first $30M  0.80% on the next $20M  0.60% on assets exceeding $50M RS Small/Mid Cap Growth Strategy Small and Mid Cap Growth $10M / $100K  1.00% on the first $30M  0.80% on the next $20M  0.60% on assets exceeding $50M RS Mid Cap Growth Strategy Mid Cap Growth $10M / $85K  0.85% on the first $30M  0.68% on the next $20M  0.50% on assets exceeding $50M RS Large Cap Growth Strategy Large Cap Growth $10M / $80K  0.80% on the first $30M  0.70% on the next $20M  0.60% on assets exceeding $50M Sycamore Capital Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Sycamore Mid Cap Value Equity Mid Cap Value $10M / $75K  0.75% on the first $25M  0.70% on the next $25M  0.65% on the next $50M  0.60% on assets exceeding $100M Sycamore Small Cap Value Equity Small Cap Value $10M / $100K  1.00% on the first $10M  0.85% on the next $15M  0.80% on the next $25M  0.75% of the next $50M  0.70% on assets exceeding $100M Munder Capital Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Large Cap Growth Large Cap Growth $10M / $60K  0.60% on the first $25M  0.50% on the next $25M  0.45% on the next $50M Page | 10  0.40% on assets exceeding $100M Multi Cap Growth Multi Cap Growth $10M / $60K  0.60% on the first $25M  0.50% on the next $25M  0.45% on the next $50M  0.40% on assets exceeding $100M Core Growth Large Cap Core Growth $10M / $65K  0.65% on the first $25M  0.60% on the next $25M  0.50% on the next $50M  0.45% on assets exceeding $100M Mid Cap Core Growth Mid Cap Core Growth $10M / $75K  0.75% on the first $25M  0.60% on the next $25M  0.55% on the next $50M  0.50% on assets exceeding $100M Mid Cap Growth Mid Cap Growth $10M / $75K  0.75% on the first $25M  0.60% on the next $25M  0.55% on the next $50M  0.50% on assets exceeding $100M Focused Mid Cap Growth Mid Cap Growth $10M / $85K  0.85% on the first $25M  0.70% on the next $25M  0.65% on the next $50M  0.55% on assets exceeding $100M Small Cap Growth Small Cap Growth $10M / $100K  1.00% on the first $10M  0.90% on the next $15M  0.80% on the next $25M  0.75% on the next $50M  0.70% on assets exceeding $100M Munder Small-Cap/Mid Cap Blend Small/Mid Cap Core $10M / $85K  0.85% on the first $10M  0.75% on the next $15M  0.70% on the next $25M  0.60% on the next $50M  0.50% on assets exceeding $100M Integrity Asset Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Integrity Mid Cap Value Mid Cap Value $5M / $42.5K  0.85% on the first $15M  0.75% on the next $35M  0.65% on the next $50M  0.60% on assets exceeding $100M Integrity Small/Mid Cap Value Small/Mid Cap Value $5M / $50K  1.00% on the first $15M  0.85% on the next $35M  0.80% on the next $50M  0.75% on assets exceeding $100M Integrity Small Cap Value Small Cap Value $10M / $100K  1.00% on the first $15M  0.90% on the next $35M  0.80% on the next $50M Page | 11  0.75% on assets exceeding $100M Integrity Discovery Value Micro Cap Core $5M / $50K  1.00% on the first $15M  0.90% on the next $35M  0.80% on the next $50M  0.75% on assets exceeding $100M International Equity Expedition Investment Partners Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Expedition International Small Cap Equity International Small Cap $10M / $100K  1.00% on the first $25M  0.90% on the next $75M  0.85% on assets exceeding $100M Expedition International Small Mid Cap Equity International SMID Cap $10M / $95K  0.95% on the first $25M  0.85% on the next $75M  0.80% on assets exceeding $100M Expedition International Micro Cap Equity International Micro Cap $10M / $150K  1.50% on all assets Expedition All Country ex US Small Cap Equity ACWI ex US Small Cap Equity $10M / $100K  0.90% on the first $25M  0.85% on the next $75M  0.80% on assets exceeding $100M Expedition Emerging Markets Small Cap Equity Emerging Markets Small Cap Equity $25M / $275K  1.10% on the first $50M  1.00% on the next $50M  0.90% on assets exceeding $100M RS Investments Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule RS International Strategy International All Cap (non-US) $10M / $80K  0.80% on the first $30M  0.70% on the next $70M  0.60% on the next $150M  0.50% on assets exceeding $250M RS Global Strategy Global All Cap (Including US) $10M / $80K  0.80% on the first $30M  0.70% on the next $70M  0.60% on the next $150M  0.50% on assets exceeding $250M Sophus Capital Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Sophus Emerging Markets Strategy Emerging Markets All Cap $10M / $100K  1.00% on the first $30M  0.80% on the next $70M  0.70% on the next $150M  0.60% on assets exceeding $250M Sophus Emerging Markets Small Cap Strategy Emerging Markets Small Cap $10M / $125K  1.25% on the first $30M  1.15% on the next $70M  1.05% on the next $150M  0.95% on assets exceeding $250M Page | 12 Sophus China Strategy China All Cap $10M / $110K  1.10% on the first $30M  0.90% on the next $70M  0.75% on the next $150M  0.65% on assets exceeding $250M Trivalent Investments Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Emerging Markets Small Emerging Markets Small Cap Equity $25M / $287.5K  1.15% on the first $50M  1.05% on the next $50M  1.00% on assets exceeding $100M Trivalent International Core Equity International Large Cap $10M / $80K  0.80% on the first $25M  0.70% on the next $25M  0.60% on the next $50M  0.40% on assets exceeding $100M International ACWI International Large Cap $10M / $80K  0.80% on the first $25M  0.70% on the next $25M  0.60% on the next $50M  0.40% on assets exceeding $100M Trivalent International Large Cap Select Equity International Large Cap $10M / $80K  0.80% on the first $25M  0.70% on the next $25M  0.60% on the next $50M  0.40% on assets exceeding $100M Trivalent International Small-Cap Equity International Small Cap $10M / $95K  0.95% on the first $25M  0.85% on assets exceeding $25M Fixed Income INCORE Capital Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Taxable and Tax- Exempt Enhanced Core Fixed Income $10M / $25K  0.25% on the first $25M  0.20% on the next $25M  0.15% on the next $50M  0.10% on assets exceeding $100M Mortgage Opportunities Mortgage- Backed Securities $10M / $40K  0.40% on the first $25M  0.35% on the next $25M  0.30% on the next $50M  0.25% on assets exceeding $100M Short Govt. / Mortgage- Backed Securities Short Govt. / Mortgage- Backed Securities $20M / $70K  0.35% on the first $50M  0.30% on the next $50M  0.25% on assets exceeding $100M Hybrid/Other INCORE Capital Management Strategy Style Minimum Account Size / Annual Fee Standard Institutional Separate Account Fee Schedule Page | 13 Investment Grade Convertible Securities Investment Grade Convertible Securities $10M / $55K  0.55% on the first $25M  0.50% on the next $25M  0.45% on the next $50M  0.40% on assets exceeding $100M Victory Capital receives payment for its investment advisory services in a number of ways, which depends primarily upon product type or client preference. Generally, the methods available are as follows:  Separate accounts: Unless otherwise agreed upon with a client, separate accounts are charged quarterly in arrears, based on month-end account values. Separate accounts that are initiated or terminated during a calendar quarter are charged a prorated fee. In the event of termination, any fees paid in advance are refunded on a pro-rata basis. Any outstanding fees are charged on a pro-rata basis, according to the terms of the investment advisory agreement. Separate account clients receive quarterly statements from their “qualified custodian,” as defined in Rule 206(4)-2 under the Advisers Act (the “qualified custodian”). These statements list all transactions made in and fees charged to the account. o Institutional client accounts: Institutional clients may receive and pay invoices directly to Victory Capital or they may choose to receive invoices and authorize their qualified custodian to submit payment to Victory Capital. o High net worth client accounts: Victory Capital submits invoices to the client’s qualified custodian, who is authorized to remit payment to Victory Capital on behalf of the client. The client must consent in advance to make direct debits to their investment accounts. For sub-advisory services, the client’s investment adviser calculates and remits sub-advisory fees to Victory Capital.  Pooled vehicles: o Mutual funds and ETFs: Fees are paid as provided in the fund’s prospectus and statement of additional information. Generally, fees are deducted daily through a reduction in the fund’s Net Asset Value (NAV) and paid to Victory Capital monthly in arrears. o Collective trust funds: Clients may choose to pay advisory fees directly from the assets of the fund or to be invoiced directly. o Private funds: Fees are paid as provided in the private offering documents. Page | 14 o UCITS: Fees are paid as provided in the Victory UCITS offering documents available on-line at http://www.caroloncapital.com/UCITS-fund.html.  Wrap fee programs: Fees for wrap fee programs—both UMA and SMA—are paid to Victory Capital through the wrap sponsor. Fees vary and may be charged either in advance or arrears, depending on the agreement between Victory Capital and the wrap sponsor. SMA clients with dual contracts (as discussed in Item 4) may receive and pay invoices directly to Victory Capital or they may choose to receive invoices and authorize their custodian to submit payment to Victory Capital. PERFORMANCE BASED FEES Certain separate accounts pay Victory Capital an advisory fee structured as a performance- based fee which is a modification of the standard asset-based fee. This means that when a client’s account underperforms relative to a specified benchmark Victory Capital’s fee is reduced, and when a client’s account outperforms relative to the benchmark, Victory Capital’s fee is increased. Performance for purposes of calculating the performance-based fee is evaluated on a multi-year basis. Under certain circumstances, a client whose account is subject to a performance-based fee may pay Victory Capital an increased fee, even though the performance of both the account and the benchmark is negative, if the decline in the performance of the benchmark is greater than the decline in the account’s net performance. Separate accounts that pay Victory Capital an advisory fee structured as a performance-based fee may at times pay a lower fee than a client with the same level of assets that pays fees pursuant to an asset-based fee schedule. Certain privately-offered pooled vehicles for which Victory Capital serves as the subadvisor generally pay Victory Capital an asset-based fee or a combination of an asset-based fee and a performance fee. The annual asset-based advisory fee rate is typically 1.00% of the pooled vehicle’s assets. For private pooled vehicles that also pay a performance fee, Victory Capital is paid a fee equal to a percentage (for example, 20%) of the vehicle’s return in excess of that of its benchmark over a specified period or of the amount by which the net asset value of a unit of the vehicle exceeds the highest net asset value used for calculation of a previous performance fee. A description of the performance fee paid by a pooled vehicle is included in that vehicle’s offering documents and this summary is qualified in its entirety by the description in the offering documents. Victory Capital typically bills performance fees, if applicable, in arrears on a quarterly or annual basis. Please see Item 6, “Performance-Based Fees and Side-by-Side Management,” for more information regarding performance fees. THIRD PARTY OR OTHER FEES In addition to the advisory fee paid to Victory Capital, clients may directly or indirectly pay fees to third parties associated with their accounts and investments. Such fees may include custody fees or other fees. For example, clients with separately managed account select and negotiate Page | 15 custody and transaction fees with their custodian. Brokerage fees are included in the price at which equity trades are executed (for more information, please see Item 12 herein). Clients may also incur trade execution or service charges, dealer mark-ups and mark-downs, charges for odd-lot differentials, exchange fees, transfer taxes, electronic fund transfer fees, trust custodial fees or any charges mandated by law. Pooled vehicles, including the Victory Funds, pay interest expense, taxes, custodian fees and charges, professional fees, administrative service fees and other charges incurred in connection with the operation of their accounts. In addition, the Victory Funds pay other types of fees and expenses, including, but not limited to, distribution fees, transfer agent fees, registration fees, fees related to the preparation of shareholder reports, fees of the funds’ independent trustees, and insurance expenses. Information regarding these fees and expenses is included in the applicable prospectus and statement of additional information for the Victory Funds or other offering document for other types of pooled vehicles. Victory Capital may invest assets in a client’s separate account in unaffiliated pooled vehicles or in the Victory Funds. Victory Capital may do this, for example, if a Victory Fund provides a more efficient or cost-effective way to diversify the account into another asset class or to deploy cash. When Victory Capital invests client’s separate account assets into pooled vehicles, the account will incur charges or fees (in addition to those listed above for separate accounts) that are disclosed in the offering documents associated with such investments. When Victory Capital invests assets in a client’s separate account into the Victory Funds, it selects the most favorable share class the client is eligible for. If Class A shares of a mutual fund are selected, such investment will be made on a “no load” basis. “No load” means that shares may be purchased or redeemed at any time without a sales commission or sales charge; however, accounts remain subject to the advisory and any other fees that are charged to shareholders of such funds, as set forth in each fund’s prospectus. If Victory Capital selects an ETF for a client account, the account will incur brokerage commissions to buy or sell shares of that ETF on an exchange. Depending on the Victory Fund in which the separate account is invested, the fees associated with that Fund (a portion of which are paid to Victory Capital) may be more than the advisory fee that is otherwise applicable to the account. In such instances, it may present a conflict of interest for Victory Capital because the investment advisory and administration fees it receives from the applicable Victory Fund are greater than the advisory fees that are otherwise applicable to the account. Further, Victory Capital has an incentive to recommend investments in the Victory Funds rather than in unaffiliated funds because Victory Capital receives investment advisory and administration fees from those affiliated funds but not from unaffiliated funds. Page | 16 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT As described in Item 5, “Fees and Compensation,” Victory Capital receives performance-based fees from certain clients. Because a performance fee is based on an account’s net performance, including unrealized appreciation, it may create an incentive for Victory Capital to cause the accounts that pay a performance-based fee to make investments that are riskier or more speculative than would be the case in the absence of a fee based on the performance of those accounts. In addition, Victory Capital may have a conflict of interest in allocating limited opportunity investments between client accounts that pay a performance-based fee and clients that do not pay a performance-based fee, if it perceives that it may receive more favorable compensation with respect to the accounts that pay a performance-based fee. To address these conflicts, Victory Capital has adopted policies and procedures and a Code of Ethics that are designed to mitigate these conflicts of interest. The Victory Capital Code of Ethics requires employees to place their clients’ interests ahead of their own (for more information, see Item 11 herein). Victory Capital follows procedures with respect to the allocation of investment opportunities among its clients, including procedures with respect to the allocation of limited opportunities, and regularly reviews trades for consistency with Victory Capital’s allocation procedures. Victory Capital’s procedures do not permit performance-based fee arrangements to be taken into consideration in connection with the allocation of investment opportunities. Pursuant to these procedures, Victory Capital generally allocates investments pro rata based on the current total net assets of each account, and any deviation from a pro rata allocation must follow Victory Capital’s allocation policies and procedures (for more information, please see Item 12 herein). In addition, Victory Capital uses a model portfolio as the basis of portfolio construction for separate accounts in the same strategy so those accounts are treated the same, subject to each client’s investment mandate. Performance-based fee and proprietary accounts are included in the same composite as asset-based fee and non-proprietary accounts, which facilitates comparison across account types for any dispersion of performance between accounts with and without performance fees. Page | 17 ITEM 7: TYPES OF CLIENTS Victory Capital provides investment advisory or sub-advisory services to high net worth individuals, institutional clients, and pooled vehicles. Institutional clients may include charitable organizations, financial institutions (such as banks and insurance companies), pension or profit sharing plans, corporations, Taft-Hartley plans, and sovereign wealth funds. Victory provides advisor services to some high net worth individuals. Victory Capital’s pooled vehicle clients may include investment companies (including the Victory Funds), ETFs, unit trusts, UCITS (including the Victory UCITS) and collective investment trusts (including Victory Capital Collective Investment Trust, and Victory Capital International Collective Investment Trust). Victory Capital also provides advisory and sub-advisory services to UMA sponsors and SMA clients in wrap fee programs (for additional information, see Item 4 herein). Victory Capital provides sub-advisory services to private funds, but as of the date of this brochure, does not directly advise its own private fund. Please see Item 5 for information regarding minimum account sizes. Page | 18 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Investment Franchises Victory Capital’s separate investment franchises have autonomy over their investment process, strategies and portfolio decisions. Each team is supported by a common infrastructure comprising trading, operations, compliance, sales, client service, and general business management. Overall, these investment franchises manage a variety of domestic and international equities, convertibles and fixed income strategies. Each strategy is intended to be one of several components of a client’s overall asset allocation and is not intended to be a complete investment program. Below is a summary of the investment strategies and methodologies used by each franchise, together with a list the principal risks associated with those strategies. A complete description of these risks is further below under “Glossary of Risks.” Any investment includes the risk of loss that clients should be prepared to bear and there can be no guarantee that a particular level of return will be achieved. Clients and other investors should understand that they could lose some or all of their investment and should be prepared to bear the risk of such potential losses. They should read carefully all applicable offering or governing documents. CEMP CEMP is the creator of the CEMP Volatility Weighted Indexes (each an “Index”), a family of rules-based indices that combine fundamental criteria with individual security risk control achieved through volatility weighting of individual securities. The Indexes cover all market capitalizations of U.S, developed non-U.S. and emerging markets. CEMP also maintains Indexes in alternative strategies, e.g. commodities. CEMP’s Index methodology is patent pending (Application No. 61/645,370). Each Index is rebalanced semi-annually, in March and September. In conjunction with each rebalancing date, an Index’s rules are applied to its universe of publicly traded securities in order to determine which securities are eligible for inclusion in the Index. New securities are added to the Index only on rebalancing dates and only securities that comply with the CEMP Index methodology are eligible to be included in an Index. Securities that no longer meet eligibility for an Index on the rebalance date are omitted. Index maintenance occurs throughout the year and includes monitoring and adjusting an Index for company additions and deletions, stock splits, corporate restructurings and other corporate actions. Corporate actions are generally implemented after the close of trading on the day prior to the ex-date of such corporate actions. A security also may be removed from an Index in between rebalancing dates if it no longer represents an investable asset due to legal constraints or other independent factors. In response to market conditions that occur between rebalancing dates, an Index’s country and sector weights may fluctuate above or below a specified cap between annual Index screening dates. Some of the CEMP Volatility Indexes are long-only indexes, while others employ a defensive “Long/Cash” strategy, which is designed to reduce exposure to equities during periods when markets are volatile. During periods of significant market decline, the Long/Cash CEMP Indexes will reduce exposure to the equity markets by allocating as much as 75% of the Index to 30-day Page | 19 Treasury bills during times when the stock markets are volatile and reinvest when market prices have rebounded or have further declined. Principal Investment Risks Commodities Risk; Derivatives Risk; Emerging Markets Risk; Equity Securities Risk; Foreign Securities Risk; Futures and Options Risk; Geographic Focus Risk; Liquidity Risk; Sampling Risk; Small Companies Risk; Mid-Sized Companies Risk; Passive Investing Risk; Political Risk; Tracking Error Risk; and Underlying Investment Vehicle Risk. Diversified Equity Management (“Diversified”) Diversified manages portfolios in long only, large-company stocks. It is style-agnostic and benchmarked against the S&P 500 Index. Diversified invests predominately in securities of U.S. companies, but may also invest in foreign companies through ADRs. Diversified’s Equity Strategy results in a diversified portfolio of 40-60 holdings are monitored by various risk controls that include portfolio construction limits (no more than 5% in any one holding, for example) as well as quantitative methods that identify tracking error, the risk budget (identifying factor vs. security-specific risks) and numerous other quantitative elements. In selecting securities for the strategy, Diversified employs a combination “top-down/bottom up” approach. A top-down approach considers the economic outlook, an assessment of the business cycle, the interest rate outlook and the capital market outlook, and typically results in tilting the portfolio towards cyclical or defensive stocks, high or low beta stocks, growth or value stocks, and domestic or global companies. With a bottom-up analysis, Diversified conducts fundamental research to identify mispriced or misunderstood securities. Areas of focus typically include an analysis of the business model for a competitive advantage, a company’s capital allocation history and outlook, an analysis of sentiment and investor expectations that are built into the current stock price, a valuation analysis where the team identifies upside and downside price objectives, and finally, the catalysts to make the stock a successful investment over the strategy’s investment time horizon. Principal Investment Risks Equity Securities Risk; Foreign Securities Risk; Political Risk; Growth Securities Risk; Management Risk; and Value Securities Risk. Expedition Investment Partners (“Expedition”) Expedition invests in securities, including common stocks, preferred stocks, or other securities immediately convertible into common stock, issued by companies in developed (excluding the United States), emerging and frontier market countries, excluding the United States. Expedition’s investment strategies may include equity securities of micro-cap, small-cap and small-/mid-cap companies. Expedition believes that smaller companies are attractive because they are inefficiently priced, under-researched and have limited institutional ownership. Internal research drives the investment process, which focuses on gathering fundamental informat ion on potential investments and taking a view on the strength of the business model and its growth prospects. Page | 20 Expedition aims to produce portfolios of high quality and exceptionally dynamic small cap companies, with a focus on those operating in industries that offer attractive investment opportunities as a result of secular changes. Within these areas, Expedition seeks to find the companies with the highest probability of achieving success through industry-leading proprietary products and services, sustainable margins, and strong balance sheets. Valuation analysis is used to determine whether the company’s stock is undervalued enough relative to its growth prospects to provide meaningful upside, but is only conducted on companies that Expedition determines to be strong and sustainable franchises. Although portfolio country and sector weightings are the result of bottom-up stock selection, for the purposes of diversification and risk control, a broad country and industry representation is sought in the portfolio. Principal Investment Risks Currency Risk; Derivatives Risk; Emerging Market Risk; Equity Securities Risk; Foreign Securities Risk; Underlying Investment Vehicle Risk; Legal Risk; Liquidity Risk; Management Risk; Mid-Sized Companies Risk Participation Note Risk; Political Risk; and Small Companies Risk. INCORE Capital Management (“INCORE”) INCORE Convertibles The INCORE All Qualities Convertible Strategy invests in domestic convertible securities encompassing the entire quality spectrum. Despite the all qualities nature of this strategy, it favors higher than average quality convertibles. The INCORE Investment Grade Only Convertibles Strategy invests in domestic convertible securities rated “investment-grade” by a nationally recognized statistical rating organization, such as S&P, Moody’s or Fitch. The INCORE Investment Grade Convertibles Strategy invests in a blend of domestic investment grade convertible securities, high quality, unrated convertible securities and select lower grade convertibles. Below investment-grade or unrated convertibles are generally limited to 20% of the portfolio. The average quality of the portfolio is rated investment grade securities. Convertible security selection involves analyzing the underlying stock to determine its attractiveness. The convertible security’s credit profile and fixed income characteristics are analyzed and then each issue’s specific convertible characteristics are assessed. Internal and external research, as well as various quantitative reports, is used to analyze the underlying stock. The INCORE Convertibles team seeks to identify stocks with long-term fundamental prospects that are not yet reflected in the current price. The strategy’s investment team also looks for catalysts to move the stock sooner, rather than later. Potential catalysts may include rising earnings estimates, new product potential, or positive capital allocation decisions. Finally, dedicated convertible systems are used to assess the unique characteristics of each issue to determine its risk/reward profile, as well as any important convertible attributes. Following the individual convertible evaluation, the INCORE Convertibles team invests in the most attractive convertible securities to build diverse portfolios. The team takes a balanced approach to portfolio construction by dividing the portfolio into thirds, with roughly a third of the portfolio in equity-sensitive convertibles that provide upside participation, a third in defensive, bond-like convertibles for downside protection, and a third in total return or middle-of-the-road Page | 21 convertibles that provide upside potential and downside protection. This balanced structure is designed to lessen volatility and provide smooth performance over a market cycle. Principal Investment Risks Below Investment-Grade Securities Risk; Convertible Debt Securities Risk; Credit (or default) Risk; Equity Securities Risk; Foreign Securities Risk; Inflation Risk; Interest Rate Risk; Management Risk; Political Risk; Reinvestment Risk; and Synthetic Convertible Securities Risk. INCORE Fixed Income The INCORE fixed income strategies invest principally in fixed income securities that are rated “investment grade” by a nationally recognized statistical rating org anization, such as S&P, Moody’s or Fitch. The strategies invest for varying maturities and can include taxable and tax- exempt securities. The INCORE team believes that value can be added consistently by exploiting economic cycles that create capital market inefficiencies and cyclical valuations that revert to the mean over time. The INCORE team uses a macro world view based on a proprietary, multi-factor model that broadly accounts for economic, valuation, and momentum factors. The results of this model are used to help determine aggregate exposure to credit spreads versus government securities, such as treasuries and agencies, and to identify opportunities among credit sectors, such as corporate bonds and mortgage- and asset-backed securities. The model also helps determine interest rate exposure and positioning on the yield curve. The INCORE team uses the model to help make sector allocation, active duration, and yield curve positioning decisions. The primary goal of the INCORE team’s credit research is to maximize total and risk adjusted return. The INCORE investment team uses a proprietary, multi-factor credit screening process to identify and own the debt of companies with stable or improving credit fundamentals and to avoid the debt of companies with deteriorating credit fundamentals. Fundamental credit factors include earnings, cash flow, profitability, balance sheet ratios, and Altman Z-scores. Additional factors include valuation, liquidity, ratings pressure, and a forward probability of default, which incorporates equity volatility. The screening process allows the INCORE team to cover a wide universe of investable issuers and to focus quickly its efforts on issuers that meet its investment criteria. The screening tool is the first step in the process, which is followed by a more thorough investigation of stability, experience, reputation of the management team and understanding the company’s business model and the sustainability of its cash flows. The INCORE team also looks closely at ownership by activist shareholders who may be inclined to encourage actions that favor equity holders over debt holders. The INCORE strategies’ fixed income securities may include without limitation: U.S. government securities, including securities issued by agencies or instrumentalities of the U.S. government; long- and short-term corporate debt obligations; mortgage-backed securities, including collateralized mortgage obligations (CMOs) and commercial mortgage-backed securities (CMBS); asset-backed securities, including collateralized debt obligations (CDOs); and U.S. dollar-denominated obligations of foreign governments, corporations and banks (i.e., Yankee Bonds). The INCORE strategies may purchase or sell securities on a when-issued, to-be- announced (TBA), delayed delivery or forward commitment basis and may engage in short-term trading of portfolio securities. The INCORE strategies may also utilize dollar roll transactions to obtain market exposure to certain types of securities, particularly mortgage-backed securities. The INCORE strategies may enter into exchange traded or over -the-counter derivatives Page | 22 transactions of any kind, such as futures contracts (both long and short positions), options on futures, and swap contracts, including, for example, interest rate swaps and credit default swaps. The INCORE team may invest in loans of any maturity and credit quality. If the strategy invests in loans, the strategy’s investment team may seek to avoid the receipt of material non-public information about the issuers of the loans being considered for purchase by the strategy, which may affect its ability to assess the loans as compared to investors that do receive such information. Although the INCORE fixed income strategies will primarily be invested in domestic securities, a portion may be invested in foreign securities, which may be denominated in foreign currencies. The strategies may invest a portion of their total assets in below investment grade debt securities, commonly known as “high-yield” securities or “junk bonds.” Principal Investment Risks Credit Derivatives Risk; Currency Risk; Debt Securities Risk; Derivatives Risk; Foreign Securities Risk; Futures and Options Risk; High-Yield/Junk Bond Risk; Liquidity Risk; Loan Risk; Management Risk; Mortgage- and Asset-backed Securities Risk; Mortgage Dollar Roll Risk; Portfolio Turnover Risk and When-Issued, TBA & Delayed-Delivery Securities Risk. INCORE Short Government INCORE Short Government seeks to provide high, reliable income by investing in securities backed 100% by the full faith and credit of the U.S. government. It primarily invests in securities issued by the U.S. government and its agencies or instrumentalities. Under normal circumstances, the strategy invests in mortgage-backed obligations and collateralized mortgage obligations (CMOs) issued by the Government National Mortgage Association (GNMA), with an average effective maturity ranging from 2 to 10 years and obligations issued or guaranteed by the U.S. government or by its agencies or instrumentalities with a dollar-weighted average maturity normally less than 5 years. INCORE Short Government’s portfolio construction consists of three layers: (1) top-down, macro-economic driven, (2) mid-level, relative value driven and (3) bottom up, borrower characteristics driven. The greatest emphasis will generally be on the bottom up factor, but the relative weightings of the three layers can and will vary over time, reflective of the broad economic environment. The strategy may purchase or sell securities on a when-issued, to-be- announced or delayed delivery basis. There is no limitation on the maturity of any specific security, and the team may sell any security before it matures. Principal Investment Risks Mortgage- and Asset-backed Securities Risk; Extension Risk; Liquidity Risk; Inflation Risk; Interest Rate Risk; Management Risk; Prepayment Risk; Reinvestment Risk; and When-Issued, TBA & Delayed-Delivery Securities Risk. Integrity Asset Management (“Integrity”) Integrity strategies invest primarily in equity securities of micro-, small-, small-/mid- or mid- capitalization companies. Integrity invests most of its assets in U.S. company securities, but may also invest in foreign securities. Page | 23 Integrity focuses on stocks that are currently undervalued, yet poised to outperform. To identify these stocks, the Integrity investment team’s disciplined process seeks two key elements: prudent value and improving sentiment. Prudent value implies that a statistically cheap stock that is trading below the team’s estimate of its intrinsic value will deliver strong total return over time. The process also identifies catalysts that lead to improving investor sentiment. Ultimately, the strategy seeks to invest in the right company at the right price at the right t ime. Integrity specifically searches for companies with profitable reinvestment opportunities or a willingness to return profits to shareholders. In addition, the team continuously evaluates factors such as the company’s economic value added, capital allocation discipline, and the impact of past management decisions. This is done to identify future opportunities or potential problems that may affect shareholder return potential. Integrity analyzes stocks for two elements with regards to valuation: statistical cheapness and intrinsic value. Valuation is conducted both on a universe basis for the entire group of micro -cap value stocks as well as the current portfolio and pipeline of new ideas. With regards to timing, the strategy’s investment team applies continuous and rigorous fundamental analysis and searches for a catalyst to indicate improving investor sentiment. Catalysts are typically company, industry, or macroeconomic developments that may include a new management team that has potential or a willingness to turn the company around, new product cycles, entrance into new markets or gains in market share, and acquisitions or divestures that create value. Principal Investment Risks Equity Securities Risk; Financial Sector Risk; Focused Investment Risk; Foreign Securities Risk; IPO Risk; Small Companies Risk; Management Risk; Mid-Sized Companies Risk; REIT Risk; and Value Securities Risk. Munder Capital Management (“Munder”) Munder invests principally in equity securities of companies that span the market capitalization spectrum. Its strategies may invest in small-, mid-, and large- capitalization companies or in a blend of small-/mid- capitalization companies. Munder’s Focused Small-Mid Cap Strategy may hold a relatively small number of holdings. Munder typically invests in securities of U.S. companies but may also invest in foreign securities. While Munder’s core strength is security selection, the team augments its bottom-up portfolio construction with robust risk controls to help reduce volatility and moderate sector, capitalization and style risk exposures and optimize risk-adjusted returns. Munder employs both fundamental analysis and quantitative screening to identify potential investment candidates that the team believes are high-quality and have the potential for above- average earnings growth and improving business momentum. Investment candidates typically exhibit some or all of the following key criteria: higher than average earnings growth; consistency of earnings growth; valuation levels attractive relative to the market and the company’s growth rate; below-average debt level and quality, measured by leadership position in the company’s industry, proven operating earnings results and a highly regarded management team. Purchase and sale decisions are based on Munder’s careful consideration of the potential reward relative to risk of each security based on proprietary research (mosaic) and financial modeling. Page | 24 Principal Investment Risks Equity Securities Risk; Foreign Investments Risk; Growth Securities Risk; Limited Portfolio Risk; Management Risk; Mid-Sized Companies Risk; Portfolio Turnover Risk; and Small Companies Risk. NewBridge Asset Management (“NewBridge”) The NewBridge Large Cap Growth Strategy invests principally in equity securities of large market capitalization companies that have growth prospects supported by strong financial foundations, market leadership, and sound management teams. The strategy typically holds a limited number of U.S. securities, but may also invest in foreign securities. NewBridge searches for investment ideas across all sectors and industries, broadening the search for securities and allowing the team to draw comparisons of growth characteristics throughout the investment universe. The NewBridge team puts attractive ideas through fundamental analysis, leveraging experience and knowledge in helping to build and validate a thesis for each potential investment candidate. Ideas are then analyzed within the context of the portfolio’s risk profile and standards for diversification as it relates to sector and industry, emerging versus established growth, and cyclical versus secular growth. The NewBridge Global Equity Strategy seeks long-term growth and capital appreciation by investing in U.S. and foreign securities with solid growth prospects at attractive valuations. A well-diversified portfolio is constructed of securities with exposures in various sectors within developed and emerging countries. In evaluating investments for the strategy, NewBridge uses a combined approach of fundamental research and quantitative methods. The strategy’s investment team focuses on individual stock selection among a smaller subset of names narrowed by quantitative tools that provide a consistent framework to review the investable universe. Potential candidates for investment are generated by screening the investable universe for companies with attractive growth, quality, value, and momentum characteristics by using quantitative metrics. Through fundamental analysis, the list of potential constituents is then narrowed to securities with the most compelling investment theses. Principal Investment Risks NewBridge Large Cap Growth Strategy: Equity Securities Risk; Foreign Securities Risk; Growth Securities Risk; Limited Portfolio Risk and Management Risk. NewBridge Global Equity Strategy: Currency Risk; Derivatives Risk; Emerging Market Risk; Equity Securities Risk; Foreign Securities Risk; Legal Risk; Liquidity Risk; Management Risk; Mid-Sized Companies Risk; and Political Risk. RS Investments - Value Team (“RS Value”) RS Value invests primarily in equity securities of small-, mid-, and large-capitalization companies that it believes are undervalued. RS Value typically invests in equity securities of U.S. companies but may also invest in foreign securities. The RS Large Cap Value, RS Mid Cap Value, and RS Small Cap Value Strategies will likely hold a more limited number of securities than many other strategies. The RS Concentrated All Cap Value Strategy is concentrated and expects to hold a larger portion of its assets in a smaller number of issuers. Page | 25 In evaluating investments, RS Value conducts fundamental research to identify companies with improving returns on invested capital. RS Value’s research efforts seek to identify the primary economic and value drivers for each company. Research focuses on a company’s capital deployment strategy, including decisions about capital expenditures, acquisitions, cost-saving initiatives, and share repurchase/dividend plans, as the adviser seeks to understand how returns on invested capital may improve over time. Valuation is considered an important part of the process. RS Value seeks to invest in companies based on its assessment of risk (the possibility of permanent capital impairment) and reward (the future value of the enterprise). Principal Investment Risks Cash Position Risk; Equity Securities Risk; Focused Investment Risk; Foreign Securities Risk; Limited Portfolio Risk; Management Risk; Mid-Sized Companies Risk; Overweighting Risk; Small Companies Risk; Portfolio Turnover Risk; Liquidity Risk; Value Securities Risk; and Underweighting Risk. RS Investments – Growth Team (“RS Growth”) RS Growth invests primarily in equity securities of small-, mid-, and large-capitalization companies. The RS Small Cap Growth, RS Mid Cap Growth, RS Small/Mid Cap Growth, and RS Large Cap Growth Strategies typically invest in securities of U.S. companies but may also invest in foreign securities. The RS Science and Technology Strategy invests primarily in equity securities of science and/or technology companies and may invest in companies of any size. The strategy typically invests in securities of U.S. companies but may also invest in foreign securities. A particular company will be considered to be a science or technology company if RS Growth determines that it applies scientific or technological developments or discoveries to grow its business or increase its competitive advantage. Science and technology companies may also include companies whose products, processes or services, in the opinion of RS Growth, are being, or are expected to be, significantly benefited by the use or commercial application of scientific or technological developments or discoveries. RS Growth employs both fundamental analysis and quantitative screening in seeking to identify companies it believes will produce sustainable earnings growth over a multi-year horizon. Investment candidates typically exhibit some or all of the following key criteria: strong org anic revenue growth, expanding margins and profitability, innovative products or services, defensible competitive advantages, growing market share, and experienced management teams. Valuation is an integral part of the investment process and purchase decisions are based on RS Growth’s expectation of the potential reward relative to risk of each security based in part on its proprietary earnings calculations. Principal Investment Risks RS Small Cap Growth, RS Mid Cap Growth, RS Small/Mid Cap Growth, and RS Large Cap Growth Strategies: Cash Position Risk; Equity Securities Risk; Focused Investment Risk; Foreign Securities Risk; Growth Securities Risk; Limited Portfolio Risk; Liquidity Risk; Management Risk; Mid-Sized Companies Risk; Overweighting Risk; Portfolio Turnover Risk; Small Companies Risk; and Underweighting Risk. RS Science and Technology Strategy: Cash Position Risk; Equity Securities Risk; Foreign Securities Risk; Growth Securities Risk; Liquidity Risk; Management Risk; Mid-Sized Companies Risk; Overweighting Risk; Portfolio Turnover Risk; Science and Technology Investment Risk; Small Companies Risk; and Underweighting Risk. Page | 26 RS Investments – Developed Markets Team (“RS Developed Markets”) The RS Global Strategy primarily invests in securities issued by companies of any size wherever they may be in the world. The Strategy will typically invest in companies located in at least three different countries including the United States with 40% or more of its total assets in securities of non-U.S. companies. The Strategy may invest any portion of its assets in companies located in emerging markets. The RS International Strategy invests in securities issued by (i) companies organized, domiciled, or with a principal office outside of the United States, (ii) companies which primarily trade in a market located outside of the United States, or (iii) companies which do a substantial amount of business outside of the United States, which RS Developed considers to be companies that derive at least 50% of their revenue or profits from business outside the United States or have at least 50% of their sales or assets outside the United States. Investments are not typically focused in a particular industry or country. A significant part of the Strategy’s assets will normally be divided among continental Europe, the United Kingdom, Japan, and Asia/Pacific region (including Australia and New Zealand). The Strategy may invest any portion of its assets in companies located in emerging markets. RS Developed Markets employs both fundamental analysis and a data-driven approach in seeking to identify companies across the market capitalization spectrum that it believes can sustain long-term growth. Valuation is also an integral part of the investment process. RS Developed Markets seeks to identify companies that it believes possess strong earnings quality, operational efficiency, sound management, favorable growth characteristics, attractive valuations, and that enjoy favorable market sentiment. RS Developed Markets monitors macroeconomic and political trends, as well as risk exposures, as part of the overall investment process. Principal Investment Risks Cash Position Risk; Currency Risk; Equity Securities Risk; Foreign Securities Risk; Management Risk; Emerging Market Risk; Liquidity Risk; Mid-Sized Companies Risk; Overweighting Risk; Portfolio Turnover Risk; Small Companies Risk; and Underweighting Risk. Sophus Capital (“Sophus”) The Sophus China Strategy invests in securities of Chinese companies. The strategy may invest in companies of any size. The strategy currently defines a “Chinese company” as a company that (1) has securities that are traded primarily on any stock exchange in China or Hong Kong; (2) the strategy’s investment team considers to derive 50% or more of its revenues or profits from goods produced, services performed, or sales made in China or Hong Kong; (3) is organized under the laws of, or has its principal office in, China or Hong Kong; or (4) the strategy’s investment team determines has a majority of its physical assets located in China or Hong Kong. The Sophus Emerging Markets Strategy invests in securities of emerging market companies of any size and the Sophus Emerging Markets Small Cap Strategy invests in securities issued by small-capitalization emerging market companies. An emerging market country is generally defined as one that is included in the MSCI emerging market indices or the MSCI frontier market Page | 27 indices, or whose economy or markets are classified by the International Finance Corporation and the World Bank to be emerging or developing, as well as any country classified by the United Nations as developing or any country that has economies, industries, and stock markets with similar characteristics. An emerging market company is generally defined as a company (1) that is organized under the laws of, or has its principal office in, an emerging market country; (2) that derives 50% or more of its revenue from goods produced, services performed, or sales made in emerging market countries; or (3) for which the principal securities market is located in an emerging market country. Sophus employs both fundamental analysis and quantitative screening in seeking to identify companies that it believes can sustain above-average earnings growth relative to their peers. Valuation is an integral part of the process. Fundamental, bottom-up research focuses on companies that rank highly within the quantitative screen, with particular emphasis placed on a company’s earnings growth, business strategy, value creation, competitive position, management quality, market position, and political and economic backdrop. Sophus monitors market and sovereign risk as part of the overall investment process. Principal Investment Risks Equity Securities Risk; Foreign Securities Risk; Management Risk; Cash Position Risk; China Risk; Currency Risk; Emerging Market Risk; Liquidity Risk; Mid-sized Companies Risk; Overweighting Risk; Portfolio Turnover Risk; Small Companies Risk; and Underweighting Risk. Sycamore Capital (“Sycamore”) Sycamore invests principally in equity securities of small- capitalization and/or mid-capitalization companies, primarily in securities of U.S. companies but may also invest in foreign companies through the use of American Depository Receipts (ADRs). Sycamore employs a bottom-up, fundamental investment approach to build a diversified portfolio of mid-cap companies that it believes are undervalued and offer an asymmetrical risk/reward profile. In building portfolios, Sycamore identifies companies that it believes to possess each of the following attributes: better business with a sustainable model and above- average financial strength; a dislocation in value between the current market price and the team’s estimate of intrinsic value and fundamental drivers that will narrow the valuation gap. Sycamore believes that companies that possess all three attributes offer the greatest downside protection without sacrificing the upside potential. By adhering to a disciplined process, the strategy’s objective is to deliver attractive returns with lower risk and volatility over the long- term. Principal Investment Risks Equity Securities Risk; Foreign Securities Risk; Political Risk; Management Risk; Mid -Sized Companies Risk; Small Companies Risk and Value Securities Risk. Trivalent Investments (“Trivalent”) The Trivalent International Small Cap Equity Strategy seeks to provide long -term growth of capital by investing primarily in equity securities of companies in countries represented in the S&P Developed ex-US Small Cap Index. Page | 28 The Trivalent International Core Equity Strategy seeks to provide long -term growth of capital by investing primarily in equity securities of companies in countries represented in the MSCI EAFE Index. The Trivalent International ACWI-ex US Equity Strategy seeks to provide long-term growth of capital by investing primarily in equity securities of companies in countries represented in the MSCI ACWI (All Country World Index) ex USA Index, but may also invest in companies from other countries. There is no limit on the market capitalization in which the strategy may invest; therefore, equity investments may include small, mid- and large market capitalization companies. The Trivalent Emerging Markets Equity Strategy team seeks to provide long-term growth of capital by investing primarily in equity securities of companies in countries represented in the MSCI Emerging Markets Index. The Trivalent Emerging Markets Small Cap Equity Strategy seeks to provide long -term growth of capital by investing primarily in equity securities of companies in countries represented in the S&P Emerging Plus Small Cap Index. The Trivalent International Select Equity Strategy seeks to provide long-term growth of capital by investing primarily in equity securities of companies in countries represented in the MSCI ACWI (All Country World Index) ex USA Index, but may also invest in companies from other countries. There is no limit on the market capitalization in which the strategy may invest; therefore, equity investments may include small, mid- and large market capitalization companies. The select portfolio will typically hold 60 to 80 stocks. Trivalent selects stocks by using a blend of fundamental research and quantitative analysis, focusing on quality companies that exhibit positive business momentum and favorable valuations relative to peers. The stock selection process is designed to produce a diversified portfolio that, relative to the applicable index, tends to have a below-average price-to-earnings ratio, an above-average return on invested capital and an above-average earnings growth trend. Trivalent’s risk controls are designed to reduce unintended risks while highlighting security selection as a key part of the portfolio construction process. As a result, Trivalent’s investment allocation to countries and sectors tends to closely approximate the country and sector allocations of the applicable index. Principal Investment Risks Derivatives Risk; Emerging Markets Risk; Equity Securities Risk; Foreign Securities Risk; Futures and Options Risk; Geographic Focus Risk; Growth Securities Risk; Liquidity Risk; Small Companies Risk; Management Risk; Mid-Sized Companies Risk; and Political Risk; Portfolio Turnover Risk; and Value Securities Risk Glossary of Risks Below Investment-Grade Securities Risk Below-investment-grade securities (“junk bonds” or high-yield bonds) are subject to certain risks in addition to those risks associated with higher-rated securities. Below-investment-grade securities may be more susceptible to real or perceived adverse economic conditions, which Page | 29 may cause them to be downgraded or default, less liquid, and more difficult to evaluate than investment-grade securities. Their values can decline significantly over short periods of time. Cash Position Risk Holding cash or cash equivalents, even strategically, may lead to missed investment opportunities. This is particularly true when the market for other investments in which a strategy may invest is rapidly rising. This could compromise the ability of the strategy to achieve its investment objective. China Risk Investments in the China region are subject to special risks, such as less developed or less efficient trading markets, currency fluctuations or blockage, nationalization of assets, limits on repatriation, and the effects of governmental control of markets. The Chinese economy and financial markets have experienced high levels of growth in recent years; any actual or perceived reduction or curtailment in those levels of growth in the future would likely have a substantial adverse impact on the values of Chinese companies. Investments in securities of Chinese companies are subject to China’s heavy dependence on exports. A small number of companies and industries represent a relatively large portion of the Chinese market as a whole. Monsoons and other natural disasters may cause substantial adverse economic effects. Commodities Risk Commodity-related risks include production risks caused by unfavorable weather, animal and plant disease, geologic and environmental factors. Commodity-related risks also include unfavorable changes in government regulation such as tariffs, embargoes or burdensome production rules and restrictions. Convertible Debt Securities Risk Convertible debt securities risk is the risk that the values of convertible debt in which a strategy may invest may be affected by market interest rates, reduction in credit quality or credit ratings, issuer default on interest and principal payments, and declines in the value of the underlying common stock. Additionally, an issuer may retain the right to buy back its convertible securities at a time and price unfavorable to the strategy. Credit (or default) Risk Credit (or default) risk is the risk that the issuer of a debt security will be unable to make timely payments of interest or principal. Credit risk is measured by nationally recognized statistical rating organizations, such as Standard & Poor’s, Fitch, Inc., and Moody’s Investor Service. Credit Derivatives Risk A strategy may enter into credit derivatives, including credit default swaps and credit default index investments. A strategy may use these investments (i) as alternatives to direct long or short investment in a particular security, (ii) to adjust a strategy’s asset allocation or risk exposure, or (iii) for hedging purposes. The use by a strategy of credit default swaps may have the effect of creating a short position in a security. These investments can create investment leverage and may create additional investment risks that may subject a strategy to greater volatility than investments in more traditional securities. Currency Risk The value of foreign securities denominated in foreign currencies may be affected favorably or unfavorably by currency exchange rates, currency exchange control regulations, and restrictions Page | 30 or prohibitions on the repatriation of foreign currencies. To attempt to protect against changes in exchange rates, a strategy may, but will not necessarily, engage in forward foreign-currency exchange transactions, which may eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. Debt Securities Risk The value of a debt security or other income-producing security changes in response to various factors, including, by way of example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Derivatives Risk Derivatives transactions can create investment leverage and may be highly volatile. It is possible that a derivative transaction will result in a loss greater than the principal a mount invested, and a strategy may not be able to close out a derivative transaction at a favorable time or price. The counterparty to a derivatives contract may be unable or unwilling to make timely settlement payments, return the strategy’s margin, or otherwise honor its obligations. Emerging Markets Risk All of the risks associated with investing in foreign securities are increased in connection with investments in securities associated with emerging markets. Countries in these markets are more likely to experience high levels of inflation, deflation or currency devaluation, which could also hurt their economies and securities markets. The risks of investing in these markets also include the risks of illiquidity, increased price volatility, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, and the nationalization of foreign deposits or assets. In addition, countries in emerging markets are more likely to experience instability in their markets due to social and political changes. Equity Securities Risk The value of a company’s stock may decline in response to factors affecting that particular company or stock markets generally. Extension Risk Extension risk is the risk that the rate of anticipated prepayments on principal may not occur, typically because of a rise in interest rates, and the expected maturity of the security will increase. During periods of rapidly rising interest rates, the effective average maturity of a security may be extended past what the investment team anticipated that it would be. The market value of securities with longer maturities tends to be more volatile. Financial Sector Risk The values of companies in the financials sector are particularly vulnerable to economic downturns and changes in government regulation and interest rates. Focused Investment Risk Focusing investments in a particular market or economic sector (which may include issuers in a number of different industries) increases the risk of loss because the stocks of many or all of the companies in the market or sector may decline in value to developments adversely affecting the market or sector. Page | 31 Foreign Securities Risk Foreign securities including ADRs and other depositary receipts are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities generally experience more volatility than their domestic counterparts and could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. In addition, to the extent that investments are made in a limited number of countries, events in those countries will have a more significant impact on a strategy. Futures and Options Risk A hedge created using futures or options contracts (or any derivative) does not, in fact, respond to economic or market conditions in the manner the investment team expected. The contract hedge may not generate gains sufficient to offset losses and may actually generate losses. There is no assurance that a strategy will engage in any hedging transactions. Futures contracts and options can also be used as a substitute for the securities to which they relate. Other risks of investing in futures and options involves the risk that a strategy will be unable to sell the derivative because of an illiquid secondary market; the risk the counterparty is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the strategy to the effects of leverage, which could increase the strategy’s expos ure to the market and magnify potential losses. Geographic Focus Risk A strategy may invest a substantial portion of its assets within one or more countries or geographic regions. When a strategy focuses its investments in a country or countries, it is particularly susceptible to the impact of market, economic, political, regulatory and other factors affecting those countries. Additionally, a strategy’s performance may be more volatile when the strategy’s investments are focused in a country or countries. Growth Securities Risk Growth securities might be more sensitive to changes in current or expected earnings than the values of other stocks. Growth securities may be more volatile than other stocks, causing greater fluctuations in value. A growth approach could also be impacted if the company does not realize its anticipated potential or if there is a shift in the market to favor other types of securities. Inflation Risk Inflation risk is the risk that inflation will erode the purchasing power of the cash flows generated by debt securities held by a strategy. Fixed-rate debt securities are more susceptible to this risk than floating-rate debt securities or equity securities that have a record of dividend growth. Interest Rate Risk Interest rate risk is the risk that the value of a security will decline if interest rates rise. When interest rates go up, the value of a debt security typically goes down. When interest rates go down the value of a debt security typically goes up. Generally, the market values of securities with longer maturities are more sensitive to changes in interest rates. In addition, during periods of increased market volatility, the market values of fixed income securities may be more sensitive to changes in interest rates. Interest rates may rise or the rate of inflation may increase, impacting the value of investments in fixed income securities. A debt issuer’s credit Page | 32 quality may be downgraded or an issuer may default. Interest rates may fluctuate due to changes in governmental fiscal policy initiatives and resulting market reaction to those initiatives. IPO Risk Investments in IPOs may result in increased transaction costs and expenses and the realization of short-term capital gains and distributions. In addition, in the period immediately following an IPO, investments may be subject to more extreme price volatility than that of other equity investments. A strategy may lose all or part of its investments if the companies making their IPOs fail and their product lines fail to achieve an adequate level of market recognition or acceptance. Legal Risk Legal remedies for investors in foreign countries may be more limited than the legal remedies available in the U.S. Limited Portfolio Risk To the extent a strategy invests its assets in a limited number of issuers than many other strategies, a decline in the market value of a particular security held by the strategy may affect its value more than if it invested in a larger number of issuers. Liquidity Risk Lack of a ready market or restrictions on resale may limit the ability of a strategy to sell a security at an advantageous time or price. Adverse market or economic conditions may adversely affect the liquidity of a strategy’s investments. In addition, a strategy, by itself or together with other accounts managed by its adviser or sub-adviser, as the case may be, may hold a position in a security that is large relative to the typical trading volume for that security, which can make it difficult for the strategy to dispose of the position at an advantageous time or price. Loan Risk Investments in loans are generally subject to the same risks as investments in other types of debt securities, including, in many cases, investments in below investment-grade bonds. They may be difficult to value and may be illiquid. If a strategy holds a loan through another financial institution, or relies on a financial institution to administer the loan, its receipt of principal and interest on the loan may be subject to the credit risk of that fin ancial institution. It is possible that any collateral securing a loan may be insufficient or unavailable to the strategy, and that a strategy’s rights to collateral may be limited by bankruptcy or insolvency laws. There may be limited public information available regarding the loan. Transactions in loans may settle on a delayed basis, and the strategy may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. Management Risk An investment team’s investment process may produce incorrect judgments about the value of a particular asset and may not produce the desired results. Mid-Sized Companies Risk Mid-sized companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of mid-sized companies tend to be more volatile than Page | 33 those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since mid-sized company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they are often more difficult to sell. Mortgage- and Asset-Backed Securities Risk During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in a strategy having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortga ge- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security’s duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults. Mortgage Dollar Roll Risk The use of dollar rolls can increase the volatility of a strategy’s investments, and it may adversely impact performance unless the investment team correctly predicts mortgage prepayments and interest rates. Since the counterparty in the transaction is required to deliver a similar, but not identical, security, the security that the strategy is required to buy under the dollar roll may be worth less than an identical security. The use of cash received from a dollar roll may not provide a return that exceeds the borrowing costs. In addition, investment in mortgage dollar rolls may significantly increase a strategy’s portfolio turnover rate, which can increase the strategy’s expenses and decrease returns. Overweighting Risk Overweighting investments in an industry or group of industries relative to a strategy’s benchmark increases the risk that the strategy will underperform its benchmark because a general decline in the prices of stocks in that industry or group of industries will affect the strategy to a greater extent than its benchmark. Participation Note Risk Investing in participation notes involves the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. However, the performance results of participation notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. In addition, participation notes are subject to counterparty risks. Participation notes may be considered illiquid. Passive Investment Risk For passively managed index strategies, portfolio managers do not buy or sell shares of a security based on current or projected performance of a security, industry or sector unless that security is added to or removed from the index in accordance with the investment franchise’s methodology. A strategy designed to track an index is not actively managed and does not, therefore, seek returns in excess of the index. An index strategy may not be able to effectively track the performance of its index. Political Risk Foreign securities markets may be more volatile than their counterparts in the U.S. Investments in foreign countries could be affected by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Foreign settlement procedures may also involve additional risks. Page | 34 Portfolio Turnover Risk Portfolio turnover generally involves a number of direct and indirect costs and expenses, including, for example, dealer mark-ups and bid/asked spreads and transaction costs on the sale of securities and reinvestment in other securities. Such costs have the effect of reducing investment return. Such sales may result in the realization of taxable capital gains, including short-term capital gains, which are generally taxed at ordinary income tax rates. Prepayment Risk Because prepayments generally occur when interest rates are falling, a strategy may have to reinvest the proceeds from prepayments at lower interest rates. Interest rate levels and other factors may affect the frequency of mortgage prepayments, which in turn can affect the average life a pool of mortgage-related securities. In periods of falling interest rates, the prepayment rate tends to increase, shortening the average life of a pool of mortgage-related securities. Reinvestment Risk Reinvestment risk is the risk that when interest rates are declining, the interest income and prepayments on a security the strategy receives will have to be reinvested at lower interest rates. Generally, interest rate risk and reinvestment risk tend to have offsetting effects, though not necessarily of the same magnitude. REIT Risk Investing in real estate investment trusts (“REITs”) involves many of the risks of investing directly in real estate such as declining real estate values, changing economic conditions and increasing interest rates. REITs can entail additional risks because REITs depend on specialized management skills, may invest in a limited number of properties and may concentrate in a particular region or property type. Sampling Risk A passively managed strategy may use a representative sampling approach, which could result in its holding a smaller number of securities than are in the index. As a result, an adverse development with an issuer of securities held by the strategy could result in a greater decline in NAV than would be the case if it held all of the securities of the Index. Science and Technology Investment Risk Investments in science and technology companies may be highly volatile. Their values may be adversely affected by such factors as, for example, rapid technological change, changes in management personnel, changes in the competitive environment, and changes in investor sentiment. Many science and technology companies are small or mid-sized companies and may be newly organized. Small Companies Risk Small companies often have more limited managerial and financial resources than larger, more established companies and, therefore, may be more susceptible to market downturns or changing economic conditions. Prices of small companies tend to be more volatile than those of larger companies and small issuers may be subject to greater degrees of changes in their earnings and prospects. Since small company stocks typically have narrower markets and are traded in lower volumes than larger company stocks, they are often more difficult to sell. Synthetic Securities Risk Page | 35 Synthetic convertible securities risk is the risk that the value of a synthetic convertible security will respond differently to market fluctuations than a convertible security because a synthetic convertible security is composed of two or more separate securities, each with its own market value. Additionally, if the value of the underlying common stock or the level of the index involved in the convertible security falls below the exercise price of the warrant or option, the warrant or option may lose all value. Synthetic convertible securities are also subject to counterparty risk. Tracking Risk The return of a passively managed strategy may not match the return of the index for a number of reasons, including: the strategy incurs operating expenses not applicable to the index, and incurs costs in buying and selling securities; the strategy may not be fully invested at times; differences in the valuation of securities and differences between the strategy’s portfolio and the index resulting from legal restrictions, cost or liquidity constraints. Underlying Investment Vehicle Risk An investment company or similar vehicle (including an ETF) in which a strategy invests may not achieve its investment objective. Underlying investment vehicles are subject to investment advisory and other expenses, which will be indirectly paid by the strategy. Underweighting Risk If a strategy underweights its investment in an industry or group of industries relative to its benchmark, the strategy will participate in any general increase in the value of companies in that industry or group of industries to a lesser extent than the benchmark. Value Securities Risk A value stock’s intrinsic value many never be fully recognized by the market or its price may decline. Value stocks may fall out of favor with investors and may underperform growth stocks in an up market. When-issued, TBA and Delayed-Delivery Securities Risk The market value of the security issued on a when-issued, TBA or delayed-delivery basis may change before delivery date. There is also the risk that a party fails to deliver the security on time or at all. *********************************** Certain Risks Associated with Cybersecurity. Investment advisers such as Victory Capital must rely in part on digital and network technologies to maintain substantial computerized data about activities for client accounts and otherwise conduct their businesses. Like all businesses that use computerized data, Victory Capital and the cyber networks it uses might in some circumstances be subject to a variety of possible cybersecurity incidents or similar events that could potentially result in the inadvertent disclosure of confidential computerized data or client data to unintended parties, or the intentional misappropriation or destruction of data by malicious hackers mounting an attack on computer systems. Victory Capital maintains an information technology security policy and certain technical and physical safeguards intended to protect the confidentiality of its internal data, and takes other reasonable precautions to limit the potential for cybersecurity incidents, and to protect data from inadvertent disclosure or wrongful misappropriation or destruction. Nevertheless, despite reasonable precautions, the risk remains that cybersecurity incidents could potentially occur, might in some circumstances result in Page | 36 unauthorized access to sensitive information about Victory Capital or its clients, and might cause damage to client accounts or Victory Capital’s activities for clients. Page | 37 ITEM 9: DISCIPLINARY INFORMATION Victory Capital has not been subject to any legal or disciplinary events that it believes are material to a client’s or prospective client’s evaluation of its business or the integrity of its management. Page | 38 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS BROKER-DEALER Victory Capital is not a registered broker-dealer; however, some of Victory Capital’s management persons are registered with the Financial Industry Regulatory Authority, Inc. (“FINRA”) as representatives of Victory Capital Advisers, Inc. (“VCA”), an affiliate of Victory Capital and a limited purpose broker-dealer and distributor of the Victory Funds. FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR COMMODITY TRADING ADVISOR Victory Capital is registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator. Victory Capital is not registered or in the process of registering as a commodity trading adviser with the CFTC. In addition, Victory Capital has several employees who are registered with the National Futures Association (“NFA”) as Principals or Associated Persons (as defined by the NFA). MATERIAL RELATIONSHIPS OR ARRANGEMENTS WITH CERTAIN RELATED PERSONS VCA is an affiliated, limited purpose broker-dealer that is the distributor for the Victory Funds. Victory Capital does not execute any securities trades on behalf of client accounts through VCA. Victory Capital provides continuous investment management services to the Victory Funds. As discussed previously, a conflict of interest may occur if Victory Capital is incentivized to invest client assets in the Victory Funds. Although Victory Capital does not believe that its relationship with the Victory Funds creates any material conflicts of interest, it recognizes potential exists for such conflict. Consequently, Victory Capital and the Victory Funds have policies and procedures that are designed to identify and prevent such conflicts. Victory Capital’s Legal, Compliance and Risk department regularly monitors for compliance with those policies and procedures (for more information, see Item 11 herein). OTHER INVESTMENT ADVISERS RS Investments (UK) Limited, RS Investment Management (Singapore) Pte. Ltd., and RS Investments (Hong Kong) Limited, wholly-owned subsidiaries of Victory Capital, are non-U.S. investment advisers (“Non-U.S. Advisers”). In rendering investment advisory services to its clients, including mutual funds, Victory Capital uses the resources of the Non-U.S. Advisers to provide discretionary or non-discretionary investment advice, research, analysis, or such other investment-related activities as Victory Capital may request or instruct from time to time. Each of the Non-U.S. Advisers is a “Participating Affiliate” of Victory Capital as that term is used in relief granted by the staff of the SEC allowing U.S. registered advisers to use investment advisory and trading resources of unregistered advisory affiliates subject to the regulatory supervision of the registered adviser. Each Participating Affiliate and any of its respective employees who assist Victory Capital as described above is considered to be an “associated person” of Victory Capital as that term is defined in the Advisers Act for purposes of Victory Capital’s required supervision. The Participating Affiliates have agreed to submit to the jurisdiction of the SEC and to the jurisdiction of the U.S. courts for actions arising under the U.S. securities laws in connection with the investment advisory services they provide for any Victory Capital clients. Please see Appendix A for the names and biographical information of the Page | 39 employees from each Participating Affiliate who is deemed to be an “associated person” of Victory Capital. Victory Capital owns a minority interest in Cerebellum Capital, LLC, the parent company of Cerebellum GP, LLC (“Cerebellum”), a registered investment adviser that acts as the sole general partner and provides investment advisory services to pooled investment vehicles structured as limited partnerships (the “Cerebellum Funds”). Cerebellum may also have different types of clients, including separate accounts. In connection with its investment in Cerebellum, Victory Capital’s CEO joined as a member of the Cerebellum Board of Directors. Victory Capital assists Cerebellum with marketing, sales and distribution activities and may also utilize Cerebellum’s machine learning capabilities. While Victory Capital does not typically recommend other investment advisers to its clients, Victory Capital and its related persons may recommend that clients engage Cerebellum as an investment adviser or invest in the Cerebellum Funds. Further, Victory Capital may have discretionary authority to cause clients to invest in the Cerebellum Funds. As a result of Victory Capital’s investment in Cerebellum Capital, LLC, Victory Capital and its related persons may be directly or indirectly benefitted by the engagement of Cerebellum by clients or investments by clients in the Cerebellum Funds. Victory Capital and its related persons also may have material ownership interests in the Cerebellum Funds and may benefit as a result of investments in the Cerebellum Funds made by Victory Capital clients. Victory Capital and its related persons may invest in the Cerebellum Funds on terms different from, and more favorable than, those available to Victory Capital clients. To address these conflicts, Victory Capital has adopted a Code of Ethics that is designed to mitigate these conflicts of interest. The Victory Capital Code of Ethics requires employees to place their clients’ interests ahead of their own (for more information, see Item 11 herein). Victory Capital does not typically recommend other investment advisers to its clients. Victory Capital engages other investment advisors to perform sub-advisory services for certain Victory Funds. For example, KPB Investment Advisors, LLC is the sub-adviser to Victory Ohio Municipal Bond Fund and Victory National Municipal Bond; Park Avenue Institutional Advisers LLC is the sub-adviser to Victory High Yield Fund, Victory High Yield VIP Series, Victory Tax- Exempt Fund, Victory High Income Municipal Bond Fund, Victory Floating Rate Fund, and Victory Strategic Income Fund; and SailingStone Capital Partners LLC is the sub-adviser to Victory Global Natural Resources Fund. PROPRIETARY ACCOUNTS Potential conflicts of interest are raised when Victory Capital manages accounts in which Victory Capital and its employees own collectively 25% or more of the account (“proprietary accounts”). When making investment decisions and in allocating investment opportunities, Victory Capital may have an incentive to favor proprietary accounts over other client accounts in trade execution or investment allocation. At times, Victory Capital or its employees may provide the initial seed capital to fund new products or funds; thus, the aforementioned incentive could exist when employees hold a personal interest in certain products or funds. Victory Capital has adopted policies and procedures and a Code of Ethics that are designed to mitigate these conflicts of interest. The Victory Capital Code of Ethics requires employees to place their clients’ interests ahead of their own (for more information, see Item 11 herein). These potential conflicts are also addressed in the trade aggregation and allocation policies and procedures (for more information, please see Item 12 herein). Victory Capital’s procedures do Page | 40 not permit ownership of the account to be taken into consideration in connection with the allocation of investment opportunities. Victory Capital regularly reviews trades for consistency with Victory Capital’s allocation procedures. PROPRIETARY INDEXES Through its CEMP investment franchise, Victory Capital creates and maintains the CEMP Indexes. To the extent mutual funds, ETFs or other products seek to track the performance of any of the CEMP Indexes, there is a potential for conflicts of interests. However, Victory Capital believes it has adopted policies and procedures to help protect against these conflicts, including implementing information barriers and documentation of index changes as well as restrictions on personal trading. In addition, Victory Capital has engaged an independent third-party to calculate and publish the indexes. Page | 41 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Victory Capital has adopted the Victory Capital Code of Ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Code is designed to ensure that Victory Capital employees comply with applicable federal securities laws and place the interests of clients first in conducting personal securities transactions. The Code imposes certain restrictions on securities transactions in the personal accounts of employees to help to limit the effect of any conflicts of interest that may exist between Victory Capital’s clients and Victory Capital employees. A copy of the Code is available free of charge to any client or prospective client upon request or it may be obtained at http://www.vcm.com/policies. The Code applies to all employees of Victory Capital or anyone deemed an access person by the Chief Compliance Officer (an “Access Person”). All Victory Capital employees are required to comply with the Code’s terms as a condition of continued employment and must read and certify to their compliance with its terms annually. The Code requires all Access Persons to place the interests of Victory Capital clients ahead of their own interests at all times and to avoid any actual or potential conflicts of interest. All actual or potential conflicts of interest must be disclosed to the Compliance, Risk and Legal department, including those resulting from an employee’s business or personal relationships with customers, suppliers, business associates, or competitors of Victory Capital. The Code contains policies and procedures relating to, among other things:  Personal trading, including reporting and pre-clearance requirements for all Access Persons  Conflicts of interest, including policies relating to restrictions on trading in securities of clients and suppliers, gifts and entertainment, political contributions and outside business activities In general, the Code requires Access Persons to disclose any personal trading accounts within 10 calendar days after becoming subject to the Code. Access Persons must report their holdings of reportable securities (as defined below) and any broker, dealer or bank account that holds such reportable securities. All trades in reportable securities for personal accounts must be pre-cleared and are monitored by compliance personnel. A “reportable security” is any security in which an Access Person has a beneficial interest and is not (i) a direct obligation of the U.S. government, (ii) bankers’ acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; and (iv) investments in qualified tuition programs (for example, 529 Plans). Furthermore, in order to limit the effect of any conflicts of interest that may exist between securities trading in personal accounts and clients’ best interests, the Code establishes a blackout period (as described below), which requires a short-term holding period and limits the number of personal trades that may be made. Subject to limited exceptions, Access Persons may not purchase or sell, directly or indirectly, any reportable security within seven (7) calendar days before or three (3) calendar days after a Victory Capital client has a buy or sell in that same security (the “blackout period”). In relation to the CEMP Indexes, a longer blackout period is established for the CEMP investment team Page | 42 and other Victory Capital employees who have access to rebalance trade information relating to the semi-annual rebalancing of CEMP Indexes (an “Index Access Person”). Such Index Access Persons may not purchase or sell equities in their personal accounts during index blackout periods, but may trade other securities, including open-end mutual funds and ETFs for which Victory Capital does not act as adviser or sub-adviser. The Code also limits personal trading in reportable securities (and the potential for conflicts) by requiring Access Persons to hold purchases of reportable securities for period of at least 60 calendar days and limiting the number of trades in reportable securities to 20 per calendar quarter. Victory Capital and its related persons may recommend that clients purchase securities in which Victory Capital or its related persons have a material financial interest. As a result, Victory Capital and its related persons may be directly or indirectly benefitted as a result of investments by clients in those securities. For example, Victory Capital may have discretionary authority to cause clients to invest in the Victory Funds. Victory Capital will benefit if clients invest in the Victory Funds because Victory Capital receives asset-based advisory fees from the Victory Funds. Victory Capital and its related persons also may have material ownership interests in the Victory Funds and may benefit as a result of investments in the Victory Funds made by Victory Capital clients. In addition, Victory Capital and its related persons also may have material ownership interests in the Cerebellum Funds or the Victory UCITS and may benefit as a result of investments in the Cerebellum Funds or the Victory UCITS made by Victory Capital clients. Victory Capital and its related persons may purchase or otherwise acquire securities in which Victory Capital and its related persons have a material financial interest on terms different from, and more favorable than, those available to Victory Capital clients. Victory Capital, when making investment decisions, may have an incentive to favor accounts in which it or its related persons have material financial interests. To address these conflicts, Victory Capital follows procedures with respect to the allocation of investment opportunities among its clients, including procedures with respect to the allocation of limited opportunities (for more information, please see Item 6 and Item 12 herein). Victory Capital and its related persons may invest in securities that it purchases for clients or that are already held by clients, and Victory Capital and its related persons may already own securities that are subsequently purchased for clients. The prices or terms on which Victory Capital and its related persons invest may be more favorable than the prices or terms on which a client may subsequently invest or previously have invested in such securities. Victory Capital and its related persons also may buy or sell a specific security for their own accounts that they do not buy or sell for clients. In addition, Victory Capital and its related persons, for themselves or their clients, may take a conflicting position in a security in which Victory Capital has invested client assets. For example, Victory Capital and its related persons, on behalf of themselves or their clients, may sell a security that a Victory Capital client continues to hold, or may buy a security that Victory Capital has sold for a client. This may be the case whether or not Victory Capital or its related persons are aware of such contrary positions. As described above, the Code and Victory Capital’s trade allocation procedures seek to limit the effects of conflicts that arise as a result of personal trading and promote fairness across client accounts. Victory Capital is committed to ensuring that any participation in the political process by its employees is consistent with solid corporate governance practices and in compliance with legal requirements. Thus, the Code requires pre-approval of any political contributions to: (1) covered government officials (as defined below); (2) federal candidate campaigns and affiliated Page | 43 committees; (3) Political Action Committees (PACs) and Super PACs; and (4) non-profit organizations that may engage in political activities, such as 501(c)(4) and 501(c)(6) organizations. A “covered government official” means a state or local official, a candidate for state or local political office, or a federal candidate currently holding state or local office. Further, Victory Capital’s gifts and entertainment policies and procedures are designed to avoid impropriety or the appearance of impropriety by its employees. Conflicts of interest may occur when one receives or provides gifts or entertainment. The Code requires disclosure of the receipt of gifts or provision of entertainment in excess of $50 to Victory Capital employees (or the giving of gifts or provision of entertainment in excess of $50 by Victory Capital employees, as the case may be) from (or to, as the case may be) present or prospective customers, suppliers or vendors with whom an employee maintains an actual or potential business relationship. Victory Capital employees are prohibited from receiving or giving cash or cash equivalents. All employees of Victory Capital are required to disclose and have approved all outside business activities or other activities, such as holding a political office or any political appointments, service as a director on any other company, any other employment or any other outside business activity. Page | 44 ITEM 12: BROKERAGE PRACTICES FACTORS CONSIDERED IN SELECTING OR RECOMMENDING BROKERS-DEALERS FOR CLIENT TRANSACTIONS Victory Capital selects brokers for the execution of transactions for client accounts in accordance with its best execution policies and procedures. In making a decision about best execution, Victory Capital considers a number of factors, including but not limited to:  Best execution price  Commissions charged  Size and difficulty of the order  Access to sources of supply or market  Ability to commit capital  Financial condition  Integrity and reputation  Execution and operational capabilities (for example, whether electronic trading is offered)  Market knowledge  Acceptable record keeping  Timely delivery of and payment on trades  Ability to handle block trades  Quality of brokerage services and research materials “Best execution” is generally understood to mean the best overall qualitative execution, not necessarily the lowest possible commission cost. Such commissions vary among different broker-dealers, and a particular broker-dealer may charge different commissions according to such factors as the difficulty and size of the transaction and the volume of business transacted with the broker-dealer. Victory Capital may incur brokerage commissions in an amount higher than the lowest available rate based upon brokerage and research provided to Victory Capital. As discussed further below, Victory Capital believes that the continued receipt of supplemental investment services (such as research) from dealers is important to its provision of high-quality portfolio management services to its clients. In seeking best execution, Victory Capital will generally solicit bids and offers from more than one broker-dealer. Victory Capital’s traders have the discretion to determine which broker- dealer will be used. The trading desk also negotiates any broker commissions, which are reviewed periodically for cost competitiveness and execution quality. “Commissions” includes a mark-up, mark-down, commission equivalent, or any other fee that is charged by a broker- dealer for executing transactions, and any amounts received from riskless principal transactions that are eligible for soft dollar credits under Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”). Victory Capital may also use an Electronic Communications Network (“ECN”) or Alternative Trading System (“ATS”) to effect certain trades such as over-the-counter trades when Victory Capital believes it will result in equal or more favorable execution overall. Victory Capital will pay a commission to an ECN or ATS that, when added to the price, is lower than the overall execution price that might have been attained trading with a traditional broker-dealer. Page | 45 Clients often grant Victory Capital the authority to select the broker-dealer to be used for the purchase and sale of securities. When Victory Capital seeks best execution, it considers the aforementioned factors as well as research services that are provided in connection with “soft dollar” arrangements (explained in more detail below). When Victory Capital selects a broker- dealer, it does not consider a broker-dealer’s promotion or sales of shares of the Victory Funds or any other registered investment company, nor does it consider client referrals from a broker- dealer or third-party. At times, Victory Capital may select a broker-dealer that charges a commission in excess of that which another broker-dealer might have charged for effecting the same transactions. Victory Capital is not obligated to choose the broker-dealer with the lowest available commission rate if, in Victory Capital’s reasonable judgment, the total cost or proceeds from the transactions may be less favorable than what may be obtained elsewhere or if a higher commission is justified by the service or research provided by another broker-dealer. Victory Capital has implemented a series of internal controls and procedures to address the conflicts of interest associated with its brokerage practices. To determine that it is receiving best execution for its transactions over time, Victory Capital will obtain information as to the general level of commission rates being charged by the brokerage community, from time to time, and will periodically evaluate the overall reasonableness of brokerage commissions paid on client transactions by reference to such data. In determining the reasonableness of any particular commission, Victory Capital will only take into account any benefits that may be provided to its discretionary client accounts as a result of any research received. To the extent Victory Capital has been paying higher commission rates for its transactions, Victory Capital will determine if the quality of execution and the services proved by the broker-dealer justify these higher commissions. Victory Capital’s traders and the Trading Oversight Committee review and evaluate trade execution. RESEARCH AND OTHER SOFT DOLLAR BENEFITS As noted above, Victory Capital’s primary objective in broker-dealer selection is to comply with its duty to obtain best execution of orders for clients. Best execution does not necessarily mean the lowest commission, but instead involves consideration of a number of factors (listed above). One important factor is the quality and availability of useful research, execution-related products, and other services that a broker may provide in connection with executing trades. A broker-dealer may be paid with commission dollars (“soft dollars”) in exchange for access to statistical information and research, which is offered without any commitment to engage in any specific business or transactions. Soft dollar transactions generally cause clients to pay a commission rate higher than would be charged for execution only. The products and services received through soft dollar transactions include investment advice (either directly or through publications or writings) as to the value of the securities, the advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities, analyses and reports concerning issues, industries, economic factors and trends, portfolio strategy and the performance of accounts and access to company management. Victory Capital may use soft dollars to acquire proprietary or third-party research. Proprietary research is created and provided by the broker-dealer; third-party research is created by a third-party but provided by a broker-dealer. Page | 46 To the extent that Victory Capital is able to obtain such products and services through the use of clients’ commission dollars, it reduces the need for Victory Capital to produce the same research internally or purchase through outside providers for hard dollars. Thus, these soft dollar products and services provide economic benefits to Victory Capital and its clients. Victory Capital may have an incentive to select a broker-dealer in order to receive such products and services whether or not the client receives best execution. However, Victory Capital may give trading preference to those broker-dealers that provide research products and services, either directly or indirectly, only so long as Victory Capital believes that the selection of a particular broker-dealer is consistent with its duty to seek best execution. Victory Capital may also receive services which, based on their use, are only partially paid for through soft dollars (“mixed-use services”). When Victory Capital receives both administrative benefits and research and brokerage services from the services provided by brokers, Victory Capital makes a good faith determination of which portion of the service should be paid for with soft dollars and which portion should be paid for with hard dollars. Victory Capital pays in hard dollars for any administrative benefits it receives. There is a conflict of interest for Victory Capital when it assigns these values and may underestimate the value it should pay for the other services that should be paid in hard dollars by Victory Capital. Victory Capital retains records of these determinations and payments. The research products and services provided by broker-dealers through soft dollar arrangements benefit other Victory Capital clients and may be used in formulating investment advice for any and all Victory Capital clients, including accounts other than those that paid commissions to the broker-dealer on a particular transaction. Nonetheless, not all research generated by a particular client’s trade will benefit that particular client’s account. In some instances, the other accounts benefited may include accounts for which the accounts’ owners have directed their portion of brokerage commissions to go to a particular broker-dealer other than those that provided the research products or services. However, research services obtained through soft dollar transactions may be used in advising all accounts, and not all such services would necessarily be used by Victory Capital in connection with the specific account that paid commissions to the broker-dealer that provided such services. Victory Capital periodically reviews the past performance of broker-dealers in light of the factors discussed previously. The overall reasonableness of commissions paid is evaluated by reviewing what competing broker-dealers were willing to charge for similar types of services. The evaluation also considers the timeliness and accuracy of the research received. Some clients may request that Victory Capital not generate soft dollar credits on trades for their accounts. Victory Capital may accommodate such requests, but trades for these clients may not experience lower transaction costs. In addition, the trading process for these clients may be adversely affected in other ways, including that the client may not participate in block orders with clients that have not made such a request, therefore the client is prevented from receiving the price and execution benefits of the block order. In addition, and as with other directed or customized brokerage accounts, the positions of these accounts in trade ordering and trade rotation may be impacted. Please see “Directed Brokerage” for more information on how customized brokerage arrangements may adversely impact trading results. From time to time, Victory Capital may purchase new issues of securities for an account in a fixed price offering. In these situations, the seller may be a member of the selling group that will, in addition to selling the securities to clients, provide Victory Capital with research. FINRA Page | 47 rules permit these types of arrangements under certain circumstances. Generally, the seller provides research “credits” at a rate that is higher than that which is available for typical secondary market transactions. The use of soft dollars may create an incentive for Victory Capital to select or recommend a broker-dealer based on receiving such products or services, rather than most favorable execution for the client. Victory Capital’s Code of Ethics and other procedures are designed to mitigate the potential conflicts of interest that are raised with the use of soft dollars. In addition, Victory Capital’s Trading Oversight Committee reviews the use of soft dollar products and services by Victory Capital and its distribution among clients. All products and services Victory Capital obtains with soft dollars must be consistent with the safe harbor provided by Section 28(e) of the 1934 Act. DIRECTED BROKERAGE Victory Capital does not recommend, request, or require its clients to use a specified broker- dealer for portfolio transactions in their accounts. In some cases, clients have directed Victory Capital to use specified broker-dealers (“directed brokers”) for portfolio transactions in their accounts. In such a case, Victory Capital is not obligated to, and generally will not, solicit competitive bids for each transaction or seek the lowest commission rates for the client, as the commission rates have typically been pre-negotiated between the client and the directed broker. Since Victory Capital has not negotiated the commission rate and may not be able to obtain volume discounts, the commission rate charged by the directed broker may be higher than what Victory Capital could receive from another broker-dealer. In addition, the client may be unable to obtain the most favorable price on transactions executed by Victory Capital because it may not be possible to add these orders to block orders. Furthermore, the client may not be able to participate in the allocation of a security of limited availability (such as an initial public offering). Victory Capital typically submits directed broker orders after non-directed brokerage orders are completed (unless Victory Capital steps out the trade, as discussed below). In addition, directed brokerage orders may not be executed simultaneously due to certain operational limitations. Due to the timing of order placement, Victory Capital may not be able to fill the entire order with a particular directed broker. Moreover, when the time for placement of the order with the directed broker arises, we may determine that it is no longer advantageous for the client which has directed brokerage (such as wrap fee program clients) to participate in the security transaction due to price movements or liquidity constraints. In such a case, we would not execute the transaction on the client’s behalf, thus precluding the client from an investment opportunity that other clients in the same strategy, whose orders were placed earlier, were able to partake. Clients who direct commissions to specified broker-dealers may not generate returns equal to clients that do not direct commissions. Due to these circumstances, there may be a disparity in commission rates charged to a client who directs Victory Capital to use a particular broker and client accounts may experience performance and other differences from other similarly managed accounts. Clients who direct brokerage should understand that similar brokerage services may be obtained from other broker-dealers at lower costs and possibly with more favorable execution. In some instances, pre-negotiated rates have not been made by the client. In those cases, the client will be charged the broker’s applicable commission rate. Page | 48 Wrap fee programs typically call for Victory Capital to only execute client transactions through the wrap sponsor broker-dealer. In such cases, clients are not typically charged a separate commission per trade as long as the wrap fee broker-dealer executes the trade. In evaluating a wrap fee program, clients should recognize that brokerage commissions for the execution of portfolio transactions executed by wrap fee broker-dealers are not negotiated by Victory Capital and trades for wrap program accounts may be executed after trades for other types of client accounts. This may inhibit Victory Capital’s ability to obtain the same level or timeliness of execution that it may otherwise have if it had been able to execute the entire trade with one broker-dealer. TRADE-AWAY TRANSACTIONS There may be instances when Victory Capital has the ability to trade with brokers other than the wrap fee broker-dealer. In some cases, this may be required if the broker-dealer is unable to execute a type of trade (for example, trading in convertible securities), but it may also be because Victory Capital believes that it can obtain better trade execution than trading through the wrap fee broker. Regardless of the reason, if Victory Capital trades with a broker other than the wrap fee broker, the client will often incur a commission cost in addition to the all-inclusive fee paid to the broker, thereby increasing such clients' overall costs. In certain trades, such as fixed income or convertible trades, there is no additional commission cost as those trade execution fees are embedded in the price of the security. These embedded execution fees may be more or less than what would be incurred if the wrap sponsor executed the trade. Clients whose accounts are custodied at a broker may have a “trade away” fee imposed by that broker on any trade that Victory Capital places on behalf of the account with a broker-dealer other than the custodial broker. While Victory Capital may have full discretion to select a broker-dealer for transactions for the account, a trade-away fee may adversely affect Victory Capital’s ability to obtain best price and execution. For example, the trade-away fee for small volume trades may outweigh the benefit of the volume discounts that can be obtained by blocking orders or of executing over-the-counter stock and bond transactions with the market- makers for such securities. STEP-OUT TRANSACTIONS Victory Capital may engage in “step-out” brokerage transactions, subject to best execution. In a “step-out” trade, an investment adviser directs trades to a broker-dealer who executes the transaction, while a second broker-dealer clears and settles the transaction. The executing broker-dealer shares its commission with the clearing broker-dealer. Victory Capital engages in step-out transactions primarily to satisfy client-directed brokerage arrangements of certain client accounts. In case of directed brokerage, trades are often executed through a particular broker - dealer and then “stepped-out” to the directed brokerage firm for credit. AGGREGATION OF ORDERS As a general rule, Victory Capital will combine orders into block trades when more than one account on the same trading system is trading the same security with corresponding strategies (“block orders”). Victory Capital will submit block orders only if such aggregation is consistent with both its duty to seek best execution and the terms of the investment advisory agreements with each client for whom trades are aggregated. Victory Capital does not receive additional compensation or remuneration of any kind from aggregating orders. Page | 49 If a purchase order is filled in its entirety, securities will be allocated to accounts according to an allocation statement, which specifies participating accounts and securities allocation among them. The allocation statement is typically completed before the aggregated order is placed. All accounts that participate in the block order are charged the same execution price for the securities purchased or sold (typically, the average share price for the block order on the same business day). For equity securities, all accounts are charged the same per share commission unless a client has a prearranged commission agreement with a directed broker. Any portion of an order that remains unfilled at the end of the day is rewritten (absent contrary instructions) on the following day as a new order and those securities will receive a new daily average price to be determined at the end of the following day and allocated across the block in the same manner described above. If a purchase order is partially filled, securities are allocated pro-rata based on the allocation statement. Under certain circumstances, portfolio managers may allocate executed trades in a different manner than indicated on the allocation statement (for example, other than on a pro- rata basis), provided that all accounts in the block order receive fair treatment. In some cases, de minimis shares will be reallocated or minimum allocation quantities will be used. Orders that result in small allocations can under certain circumstances cause a client’s account to incur additional trade ticket charges from its custodian bank if it receives multiple partial allocations. Portfolio managers may make investment decisions in a strategy regarding a security that is included in a combination of separate accounts, pooled vehicles and wrap fee accounts. When this happens, the trading desk uses a “trade rotation” to treat the various types of accounts fairly as there may be an advantage to trading early. In a trade rotation, non-directed block orders for separate accounts and pooled vehicles are traded first. After that, all other accounts are treated equally, and are traded on a rotating alphabetical basis such that an account that traded first in one rotation will go last in the next. Therefore, trades for the clients that participate in wrap fee programs and all other directed brokerage accounts trade equally. In certain circumstances, Victory Capital will proceed with a trade rotation if it concludes, in its sole and reasonable discretion after considering the market for those securities, that a UMA sponsor is unable to execute the trades in a reasonable time. While Victory Capital selects broker-dealers for specific transactions, clients may direct Victory Capital to use a specific broker-dealer. Some clients may direct Victory Capital to use specific brokers as part of a commission recapture program. A “commission recapture program” is a negotiated rebate of commissions paid to brokers, which helps reduce transactions costs for clients by lowering their overall commission expense. However, when clients direct Victory Capital to use a specific broker to execute transactions for their accounts, they should be aware that the use of a directed broker could result in less favorable execution of some portfolio transactions or a higher net price for certain securities purchased for their account . Clients in a commission recapture program may not be able to participate in allocations of new issues or other investment opportunities purchased from discretionary brokers; and the inability to receive the benefit of reduced commissions or more favorable prices available in blocked trades with other Victory Capital clients. When circumstances are appropriate, Victory Capital will include the directed broker transactions in a blocked order through a step-out trade. If Victory Capital is unable to execute Page | 50 the directed trade as part of a blocked order, Victory Capital will place the order for the directed trade through the specified broker, and the execution cost of the transaction may be greater. For accounts with directed brokers, order execution is delayed until after non-directed separate account block orders in the same security are executed (or, if the execution of discretionary broker trades cannot be fully completed in a single day, for a reasonable time after the placement of such trades with the discretionary broker). If multiple clients have directed the use of a specific broker with respect to trades in the same security, Victory Capital will prioritize the sequence of which directed broker client trades are placed next with a goal of seeking fair and equitable treatment of such clients over time and best execution under the circumstances. Victory Capital may choose to place the directed broker trades first or concurrently with discretionary broker trades in the same security if Victory Capital reasonably believes that the directed broker trade will not adversely impact the execution of discretionary broker trades. Victory Capital clients with non-discretionary accounts (such UMA program accounts) are notified of a recommended purchase or sale of a security after the transaction has been completed for all discretionary accounts managed by Victory Capital. This delay may have an adverse impact on the price at which such non-discretionary account is subsequently able to purchase or sell the security. In certain circumstances, Victory Capital will proceed with a trade rotation if it concludes, in its sole and reasonable discretion after considering the market for those securities, that a wrap sponsor is unable to execute the trades in a reasonable time. ALLOCATION OF OFFERINGS Victory Capital provides investment advisory services for various clients and may give advice and take action with respect to any client that may differ from the advice given, or the timing or nature of action taken, with respect to another client, provided that over a period of time, to the extent practical, Victory Capital seeks to allocate investment opportunities to each client account in a manner that it reasonably believes is fair and equitable relative to other similarly-situated client accounts. When allocating trades, portfolio managers may use other allocation methods in place of a pro- rata allocation. The relevant factors considered include, but are not limited to:  Size of account  Current industry or issuer weighting  Account objectives, restrictions and guidelines  Meeting target allocations  Regulatory restrictions  Risk tolerances  Cash availability and liquidity needs  Limitations to supply or demand for a particular security  Account funding requirements  Priority to certain accounts with specialized investment objectives and policies From time to time, Victory Capital may have the opportunity to acquire securities for its clients as part of an initial public offering (“IPO”) or a secondary offering (together with an IPO, an “offering”). In placing orders for offerings, Victory Capital will first determine the investment style or styles, as well as the eligible clients within a style, for which the offering is most Page | 51 applicable. Allocation factors include, but are not limited to: (1) the nature, size and expected allocation of a deal; (2) the aggregate size of the investment styles or the size of the client’s account; (3) the investment objectives and restrictions of the account and individual clients; (4) the client’s eligibility to purchase offering securities under applicable FINRA rules; (5) the risk tolerance of the client; and (6) the client’s tolerance for possibly higher portfolio turnover. The portfolio management teams for those styles will submit indications of interest on behalf of their client accounts to Compliance for pre-approval. If approved, each Victory Capital trading desk will separately submit all of its indications to the offering dealer. All IPO allocations are subject to client and regulatory restrictions. Participating client accounts also must certify their eligibility as determined by FINRA rules. Clients that participate in wrap fee programs are not able to receive IPO allocations due to unknown client eligibility and restrictions around trading away. For institutional clients with directed brokerage arrangements, Victory Capital may trade away their accounts to the offering broker, subject to any trade-away fees charged by the directed broker. If an aggregated IPO order is partially filled, securities generally will be allocated pro-rata according to the trading desk’s indication of interest. However, if a pro-rata allocation results in an odd lot or in an amount too small for a client’s account, the portfolio manager may back out of the client’s allocation and those shares will be reallocated pro-rata to the remaining participating clients. Share amounts may be rounded to the nearest round lot. Victory Capital regularly reviews the allocation of IPO securities, which may result in a reduction or no allocations of these securities for a period of time. When a client has a small asset base, participation in IPOs may significantly increase the client’s total returns, and as the assets grow, any impact of such offerings on the client’s total return may decline. FOREIGN EXCHANGE (FX) TRANSACTIONS For equity transactions in foreign securities, Victory Capital, or a designated third-party specialist, generally executes an FX transaction on behalf of the participating accounts in order to purchase the foreign security using the currency of the applicable country. In instances where a client elects to execute its own FX transactions or direct the execution of its FX transactions to a specific market, the client’s account may experience negative or positive performance dispersion from other accounts managed by Victory Capital in the same style and for which Victory Capital has full discretion to select the counterparty for FX transactions. DERIVATIVES Victory Capital may enter into derivatives transactions when and if advisable to implement clients’ investment objectives or other derivative transactions (e.g., index futures contracts) in order to gain short-term exposure to a particular market or as a cash management strategy. Derivative counterparties are selected based on a number of factors, which include credit rating, execution prices, execution capability with respect to complex derivative structures, and other criteria relevant to a particular transaction. Page | 52 ITEM 13: REVIEW OF ACCOUNTS A portfolio manager regularly reviews the portfolios of each account managed by Victory Capital to determine whether to take any actions for that portfolio, based on its investment objectives, policies, and assets, and more generally, based on Victory Capital’s review of economic and market conditions. Victory Capital’s Compliance Department also monitors portfolios and reviews potential violations of investment objectives and policies for each portfolio on a daily basis. Accounts are also reviewed with the client on a periodic basis to assess performance and to discuss whether there are any changes to the client’s investment mandate. At a minimum, portfolio managers and client relationship managers review accounts with clients on an annual basis; however, most accounts are reviewed with clients on a quarterly basis (or as otherwise specified by a client’s IPS). Victory Capital provides separate account clients a written appraisal of their assets at least quarterly. This appraisal describes each security held in the client’s account and provides cost and current market value, and other information concerning the account. In addition, Victory Capital provides such clients, each quarter and upon request at any time, a report of the investment performance of their account. Gain and loss, purchase and sale, and transaction summary reports, as well as portfolio commentary, are available to clients whose accounts are managed on a separate account basis upon request. Members of the portfolio management teams for each of the Victory Funds regularly report to the Trustees of the relevant Victory Funds regarding the funds’ performance. In addition, each of the Victory Funds provides shareholders with a semi-annual written report containing performance and financial information, as required by applicable law. The Victory Funds also file with the SEC an annual report regarding the Funds’ proxy voting records and a quarterly report regarding the funds’ portfolio holdings Where Victory Capital serves as an unaffiliated investment adviser or portfolio manager through wrap fee programs or other programs established by other financial intermediaries, or to unaffiliated pooled vehicles, Victory Capital generally relies on the program sponsor or distributor to provide clients with periodic account statements. Page | 53 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION Victory Capital has not entered into any client solicitation agreements with third party marketers. Some of Victory Capital’s clients and prospective clients retain investment consultants or other intermediaries to advise them on the selection and review of investment managers. Victory Capital may also manage accounts introduced to Victory Capital through consultants. These consultants or other intermediaries may recommend Victory Capital’s investment advisory services, or otherwise place Victory Capital into searches or other selection processes. Although Victory Capital does not pay for client referrals, Victory Capital, from time to time, has business relationships with consultants, intermediaries, or their affiliates. These business relationships include, but are not limited to, Victory Capital providing investment advisory services to their proprietary accounts, purchasing their software applications or other products or services or inviting them to events that are hosted by Victory Capital. Page | 54 ITEM 15: CUSTODY Victory Capital does not take custody of client assets. Clients must appoint a qualified custodian (as defined in Item 5 herein) to hold their assets. Should Victory Capital inadvertently receive client securities or funds from a third party, Victory Capital will forward promptly such securities or funds to the client or the client’s custodian following receipt thereof. In addition to taking possession of client assets, custodians settle transactions, send monetary wires, and perform other miscellaneous administrative services. Custodians are directed to accept instructions from Victory Capital regarding the assets in the client’s account. Clients are responsible for the acts of their custodians and all direct expenses of the account, such as custodial fees and brokerage expenses. If authorized by a client, advisory fees may be billed directly to and paid from the client’s account, which are reflected in quarterly account statements from the custodian. (Some custodians will provide statements more frequently than on a quarterly basis.) Account statements also detail transactions and holdings in the account. Victory Capital sends (and other service providers may send) periodic account statements to clients related to their account. Victory Capital urges clients to review carefully and compare for discrepancies all account statements. Victory Capital may be deemed to have custody of a private fund for which it serves as a managing member or general partner. On an annual basis, Victory Capital will send investors in such private fund the fund’s audited financial statements. Page | 55 ITEM 16: INVESTMENT DISCRETION Victory Capital typically accepts discretionary authority to manage securities accounts on behalf of its clients by entering into a written investment advisory agreement with the client. Where Victory Capital has discretionary authority, Victory Capital will make all investment decisions for the account and, when it deems appropriate and without prior consultation with the client, buy, sell, exchange, convert, and otherwise trade in any stocks, bonds, other securities, and other financial instruments, subject to any written IPS or investment guidelines or restrictions (which may include (without limitation) restrictions on: the mark et-capitalization of investments held in the account, cash levels permitted in the account, the purchase of foreign securities, or the types of investments or techniques that may be used in managing the account) provided by the client. Some Victory Capital clients, such as ERISA clients, are also restricted by law from making certain investments. Certain investment restrictions may limit Victory Capital’s ability to execute the strategy and, as a result, may reduce performance. Victory Capital’s clients agree to respond to inquiries and confirm Victory Capital’s authority to manage the account of the discretionary relationship with necessary parties. Some clients may direct Victory Capital’s to execute, or seek to execute, subject to best execution, some or all of their security trades with a specified broker or dealer. Such direction is commonly referred to as directed brokerage. In selecting a directed broker, the client has the sole responsibility for negotiating commission rates and other transaction costs with the directed broker (for more information on directed brokerage, please see Item 12 herein). Victory Capital manages a limited portion of its business in a non-discretionary manner, predominately through UMA programs. The investment management contract with the UMA sponsor generally specifies that the sponsor retains investment discretion and is responsible for executing securities trades. Under these types of arrangements, Victory Capital provides UMA sponsors with a model portfolio from which the sponsor can choose to deviate (for more information on UMA programs, please see Item 4 herein). Certain client-directed investment restrictions may limit Victory Capital’s ability to fully execute the strategy and, as a result, may have a negative impact on performance. Page | 56 ITEM 17: VOTING CLIENT SECURITIES Victory Capital’s Proxy Voting Policies and Procedures (“Proxy Voting Policy”) govern how it votes proxies relating to securities owned by clients who have delegated voting authority and discretion to Victory Capital. Victory’s Proxy and Corporate Activities Committee (the “Proxy Committee”) determines how client securities will be voted. Victory Capital’s proxy voting guidelines (“Guidelines”) were established to assist in voting proxies. There are occasions a vote contrary to the Guidelines may be warranted if it is in the best interests of the client or if it is required under the account’s governing documents. Victory Capital seeks to act in a manner consistent with the best interest of its clients when it votes client proxies; however, a conflict of interest may exist between Victory Capital and its clients in certain circumstances. The Guidelines are intended to limit such conflicts when voting proxies. If such conflict is not resolved by voting according to the Guidelines, the Proxy Committee may seek guidance from other internal sources with related expertise. The Proxy Committee documents all voting exceptions (for example, if the Proxy Committee votes against or withholds a vote for a proposal that is generally approved, or votes in favor of a prop osal that is generally opposed). In some circumstances, a portfolio manager, analyst or member of the Proxy Committee may request an override. Upon such request, the Proxy Committee reviews supporting documentation to determine whether the override request is in the best interests of clients. An override request can be approved by a majority of the available voting members of the Proxy Committee. Victory Capital has retained Institutional Shareholder Services (“ISS”) to perform the administrative tasks of receiving proxies, proxy statements, and voting proxies in accordance with the Proxy Voting Policy. ISS shall have the authority to vote proxies only in accordance with standing or specific instructions given by Victory Capital. Clients may direct Victory Capital to vote their proxies in a manner that may result in a vote that is different from the way Victory Capital might vote proxies of other clients. For example, some labor unions may instruct Victory Capital to vote proxies for their accounts in accordance with the AFL-CIO proxy voting standards. For clients who request AFL-CIO proxy voting, Victory Capital has directed ISS to use the Taft-Hartley proxy voting guidelines to recommend how to vote such proxies. Clients may direct Victory Capital’s vote on a particular solicitation by contacting their Victory Capital client manager or emailing an inquiry to client_service_team@vcm.com. In the event Victory Capital does not have authority to vote client securities, client s should make separate arrangements with their custodians regarding the delivery of proxies and other solicitation materials. These clients may contact their Victory Capital client manager or email an inquiry to client_service_team@vcm.com with questions regarding particular solicitations. For a copy of the Proxy Voting Policy, please visit Victory Capital’s website at http://www.vcm.com/policies. To obtain information on specific proxies voted by Victory Capital, clients may contact their Victory Capital client manager or email an inquiry to client_service_team@vcm.com. Page | 57 ITEM 18: FINANCIAL INFORMATION This item is not applicable to Victory Capital. Page | 58 ITEM 19: REQUIREMENTS FOR STATE-REGISTERED ADVISERS This item is not applicable to Victory Capital. Page | 59 Appendix A Victory Capital Associated Persons Michael Ade, CFA, is a Portfolio Manager at RS Investment Management (Singapore) Pte. Ltd. Prior to joining the firm in 2012, he worked at Principal Global Investors (Singapore) Limited as a portfolio manager for eight years. He previously worked as an analyst at Principal Global Investors (USA). Mr. Ade holds a bachelor’s degree in finance from the University of Wisconsin. Antonio Alvarez, CFA, is an Analyst at RS Investment Management (Singapore) Pte. Ltd. Prior to joining the firm in 2012, he worked at Principal Global Investors (Singapore) as a research analyst and member of the emerging markets team. He previously worked at Principal Global Investors (UK) as a financial analyst, and at Oxford Analytica Ltd (UK) as a consultant. His background also includes a position as head of the macroeconomic analysis department for the Ministry of Finance, Mexico. Mr. Alvarez holds a master’s degree in economics from the University of Oxford. Tammy Belshaw, CFA, is Head of Emerging Markets Research at RS Investments (UK) Limited. Prior to joining the firm in 2012, she worked at Principal Global Investors as a research analyst and member of the emerging markets team, and at Citigroup Asset Management as a research analyst. She previously worked at Watson Wyatt as an investment consultant and equity research manager. Ms. Belshaw holds a master’s degree in economics from Cambridge University. Zoe Chow is an Analyst at RS Investment Management (Singapore) Pte. Ltd. Prior to joining the firm in 2012, she worked at Principal Global Investors (Singapore) Limited as a research analyst and member of the emerging markets team, coordinating quantitative analysis and portfolio analytics for Diversified Emerging Markets and Asian Equity portfolios. Ms. Chow holds a bachelor’s degree in finance from Singapore Management University and is a CFA Level 3 candidate. Tony Chu, CFA, is a Portfolio Manager and Analyst at RS Investments (Hong Kong) Limited. Prior to joining the firm in 2012, he worked at Principal Global Investors (HK) Limited as a portfolio manager. He previously worked at Principal Asset Management (Asia) Limited as a portfolio manager, and at INVESCO Hong Kong Limited as an investment analyst and associate portfolio manager. Mr. Chu holds a bachelor’s degree in commerce from the University of Queensland and a master’s degree in commerce from the University of New South Wales. David Horie, CFA, is an Analyst at RS Investments (Singapore) Limited. Prior to joining the firm in 2013, he worked at JG Partners, Nomura Research, and Wellington Management as an equity research analyst. He previously held roles at McKinsey & Company and the Japan Department of Treasury. Mr. Horie holds an MS in finance from the University of London and an MBA from the University of California, Los Angeles. Roy Law, CFA, is an Analyst at RS Investments (Hong Kong) Limited. Prior to joining the firm in 2012, he worked at Principal Global Investors (HK) Limited as an analyst on the emerging markets team. He previously worked at Motorola Asia Pacific Limited as an assistant engineer. Mr. Law holds a bachelor’s degree in electronic & communications engineering from the University of Hong Kong. Page | 60 Privacy Policy FACTS WHAT DOES VICTORY CAPITAL DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product and services you have with us. This information can include:  Social Security number and investment experience  Account balance and transaction history  Assets and income How? All financial companies need to share customer's personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Victory Capital chooses to share, and whether you can limit this sharing. Reasons we can share your personal information Does Victory Capital Share? Can you limit the sharing? For our everyday business purposes - such as to process your transactions, maintain your accounts, and respond to court orders and legal investigations, or report to credit bureaus Yes No For our marketing purposes - to offer our products and services to you Yes No For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes - information about your transactions and experiences Yes No For our affiliates everyday purposes - information about your credit worthiness No We don't share To our affiliates to market to you No We don't share For nonaffiliates to market to you No We don't share Questions? Call 1-877-660-4400 or visit www.vcm.com Page | 61 Who we are Who is providing this notice? Victory Capital Management Inc. and Victory Capital Advisers, Inc., together referred to as “Victory Capital”. What we do How does Victory Capital protect my personal information? To protect your information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. How does Victory Capital collect my personal information? We collect your personal information, for example, when you:  open an account or enter into an investment advisory contract  direct us to buy or sell securities  seek advice about your investment. We also collect your personal information from other companies. Why can't I limit all sharing? Federal law gives you the right to limit only:  sharing for affiliates' everyday business purposes – information about your creditworthiness  affiliates from using your information to market to you  sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing. Definitions Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.  Victory Capital Management Inc. and Victory Capital Advisers, Inc. are affiliates of one another because they are under indirect common control of Victory Capital Holdings, Inc. Nonaffiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.  Victory Capital does not share with nonaffiliates so they can market to you. Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.  Victory Capital does not jointly market. Other Important Information You may have other privacy protections under applicable state laws. This brochure supplement provides information about Gary Miller, James Albers, Greg Conners, Jeffrey Graff and Michael Rodarte that supplements the Victory Capital Management Inc. brochure (ADV Part 2A). You should have received a copy of that brochure. Please contact Victory Capital’s Chief Compliance Officer at the number listed above if you did not receive Victory Capital Management Inc.’s brochure or if you have any questions about the contents of this supplement . Part 2B of Form ADV Brochure Supplement Sycamore Capital Sycamore Mid Cap value Equity Sycamore Small Cap Value Equity March 31, 2017 4900 Tiedeman Road, 4th Floor Brooklyn, OH 44144 Phone: (877) 660-4400 www.vcm.com www.victoryfunds.com Investment Adviser Brochure Supplement 2 Gary Miller ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS BACKGROUND Mr. Miller is the Chief Investment Officer and lead portfolio manager of the Sycamore strategies. He joined Victory Capital in 1987. Prior to his tenure as portfolio manager, Mr. Miller served as an equity research analyst for the Sycamore strategies. Mr. Miller holds a B.B.A. in accounting from the University of Cincinnati and an MBA from Xavier University. ITEM 3: DISCIPLINARY INFORMATION This individual does not have any discipline information to report. ITEM 4: OTHER BUSINESS ACTIVITES This individual does not have any other business activities to report. ITEM 5: ADDITIONAL COMPENSATON This individual does not receive any additional compensation. ITEM 6: SUPERVISION All members of the investment portfolio teams are supervised by each of the Chief Executive Officer of Victory Capital and the President of the investment franchises, Messrs. David C. Brown and Kelly Cliff, respectively. Investment portfolio teams are supervised in a variety of ways throughout the year, which include: periodic reviews of buys and sells, quarterly evaluations and reports from Victory Capital’s quantitative risk team, semi-annual reviews of performance, market outlook, risk analysis and competitive positioning. Each supervised person is subject to Victory Capital’s Code of Ethics, which is overseen by the Chief Compliance Officer, his staff and senior management. Messrs. Brown and Cliff can be reached at (877) 660-4400. ITEM 7: REQUIREMENTS FOR STATE-REGISTERED ADVISERS Not Applicable Investment Adviser Brochure Supplement 3 James Albers ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS BACKGROUND Mr. Albers is a portfolio manager for the Sycamore equity strategies; he joined Victory Capital in 2005. Prior to Victory Capital, Mr. Albers was a consultant with Accenture and IBM Global Services. Mr. Albers earned a B.S. from University of Wisconsin and a M.S. from University of Wisconsin. He is also a CFA® charterholder.1 ITEM 3: DISCIPLINARY INFORMATION This individual does not have any discipline information to report. ITEM 4: OTHER BUSINESS ACTIVITES This individual does not have any other business activities to report. ITEM 5: ADDITIONAL COMPENSATON This individual does not receive any additional compensation. ITEM 6: SUPERVISION All members of the investment portfolio teams are supervised by each of the Chief Executive Officer of Victory Capital and the President of the investment franchises, Messrs. David C. Brown and Kelly Cliff, respectively. Investment portfolio teams are supervised in a variety of ways throughout the year, which include: periodic reviews of buys and sells, quarterly evaluations and reports from Victory Capital’s quantitative risk team, semi-annual reviews of performance, market outlook, risk analysis and competitive positioning. Each supervised person is subject to Victory Capital’s Code of Ethics, which is overseen by the Chief Compliance Officer, his staff and senior management. Messrs. Brown and Cliff can be reached at (877) 660-4400. ITEM 7: REQUIREMENTS FOR STATE-REGISTERED ADVISERS Not Applicable 1 The Chartered Financial Analyst designation requires the holder to pass three six-hour exams, possess a bachelor's degree (or equivalent, as assessed by CFA institute) and have 48 months of qualified, professional work experience. CFA charter holders are also obligated to adhere to a strict code of ethics and standards governing professional conduct. Investment Adviser Brochure Supplement 4 Greg Conners ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS BACKGROUND Mr. Conners is a portfolio manager for the Sycamore equity strategies. Prior to his tenure as portfolio manager, Mr. Conners was a research analyst for Sycamore’s Small Cap Value Equity strategy. He joined Victory Capital in 1999, with four years of investment experience as a small cap research analyst with Carillon Advisers in Cincinnati. Mr. Conners holds a B.S. in economics from College of Mount St. Joseph and an M.B.A. from Xavier University. ITEM 3: DISCIPLINARY INFORMATION This individual does not have any discipline information to report. ITEM 4: OTHER BUSINESS ACTIVITES This individual does not have any other business activities to report. ITEM 5: ADDITIONAL COMPENSATON This individual does not receive any additional compensation. ITEM 6: SUPERVISION All members of the investment portfolio teams are supervised by each of the Chief Executive Officer of Victory Capital and the President of the investment franchises, Messrs. David C. Brown and Kelly Cliff, respectively. Investment portfolio teams are supervised in a variety of ways throughout the year, which include: periodic reviews of buys and sells, quarterly evaluations and reports from Victory Capital’s quantitative risk team, semi-annual reviews of performance, market outlook, risk analysis and competitive positioning. Each supervised person is subject to Victory Capital’s Code of Ethics, which is overseen by the Chief Compliance Officer, his staff and senior management. Messrs. Brown and Cliff can be reached at (877) 660-4400. ITEM 7: REQUIREMENTS FOR STATE-REGISTERED ADVISERS Not Applicable Investment Adviser Brochure Supplement 5 Jeffrey Graff ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS BACKGROUND Mr. Graff is a portfolio manager for the Sycamore equity strategies. He joined Victory Capital in 2001, with six years of investment experience. Previously, Mr. Graff was employed as an equity analyst with A.G. Edwards & Sons in St. Louis, Missouri. He began his career in the investment industry as an equity research associate for Roulston & Company in Cleveland, Ohio. Mr. Graff holds a B.B.A. from Cleveland State University and a Master of Finance from St. Louis University. He is also a CFA® charterholder.1 ITEM 3: DISCIPLINARY INFORMATION This individual does not have any discipline information to report. ITEM 4: OTHER BUSINESS ACTIVITES This individual does not have any other business activities to report. ITEM 5: ADDITIONAL COMPENSATON This individual does not receive any additional compensation. ITEM 6: SUPERVISION All members of the investment portfolio teams are supervised by each of the Chief Executive Officer of Victory Capital and the President of the investment franchises, Messrs. David C. Brown and Kelly Cliff, respectively. Investment portfolio teams are supervised in a variety of ways throughout the year, which include: periodic reviews of buys and sells, quarterly evaluations and reports from Victory Capital’s quantitative risk team, semi-annual reviews of performance, market outlook, risk analysis and competitive positioning. Each supervised person is subject to Victory Capital’s Code of Ethics, which is overseen by the Chief Compliance Officer, his staff and senior management. Messrs. Brown and Cliff can be reached at (877) 660-4400. ITEM 7: REQUIREMENTS FOR STATE-REGISTERED ADVISERS Not Applicable 1 The Chartered Financial Analyst designation requires the holder to pass three six-hour exams, possess a bachelor's degree (or equivalent, as assessed by CFA institute) and have 48 months of qualified, professional work experience. CFA charter holders are also obligated to adhere to a strict code of ethics and standards governing professional conduct. Investment Adviser Brochure Supplement 6 Michael Rodarte ITEM 2: EDUCATIONAL BACKGROUND AND BUSINESS BACKGROUND Mr. Rodarte is a portfolio manager for the Sycamore equity strategies. He joined Victory Capital in 2006. Previously, Mr. Rodarte worked as an analyst in the corporate and investment banking groups of Keybanc Capital Markets. Mr. Rodarte earned his B.B.A. in Finance, Economics, and International Business from Ohio University. He is also a CFA® charterholder.1 ITEM 3: DISCIPLINARY INFORMATION This individual does not have any discipline information to report. ITEM 4: OTHER BUSINESS ACTIVITES This individual does not have any other business activities to report. ITEM 5: ADDITIONAL COMPENSATON This individual does not receive any additional compensation. ITEM 6: SUPERVISION All members of the investment portfolio teams are supervised by each of the Chief Executive Officer of Victory Capital and the President of the investment franchises, Messrs. David C. Brown and Kelly Cliff, respectively. Investment portfolio teams are supervised in a variety of ways throughout the year, which include: periodic reviews of buys and sells, quarterly evaluations and reports from Victory Capital’s quantitative risk team, semi-annual reviews of performance, market outlook, risk analysis and competitive positioning. Each supervised person is subject to Victory Capital’s Code of Ethics, which is overseen by the Chief Compliance Officer, his staff and senior management. Messrs. Brown and Cliff can be reached at (877) 660-4400. ITEM 7: REQUIREMENTS FOR STATE-REGISTERED ADVISERS Not Applicable 1 The Chartered Financial Analyst designation requires the holder to pass three six-hour exams, possess a bachelor's degree (or equivalent, as assessed by CFA institute) and have 48 months of qualified, professional work experience. CFA charter holders are also obligated to adhere to a strict code of ethics and standards governing professional conduct. Cover Memo City of Clearwater City Hall 112 S. Osceola Avenue Clearwater, FL 33756 File Number: ID#17-4045 Agenda Date: 11/13/2017 Status: Agenda ReadyVersion: 1 File Type: Action ItemIn Control: Pension Trustees Agenda Number: 4.6 SUBJECT/RECOMMENDATION: Approve a new agreement between the City of Clearwater and the law firm of Klausner Kaufman Jensen and Levinson, to serve as outside counsel to the Pension Trustees and the Pension Advisory Committee (PAC), and authorize the appropriate officials to execute same. SUMMARY: The law firm of Klausner Kaufman Jensen & Levinson (previously Klausner & Kaufman, P.A.) has served as outside counsel to the Trustees and PAC since 2003. The hourly rate was initially $250 per hour and increased to $300 per hour in May 2008. At this time Klausner Kaufman Jensen & Levinson is requesting a rate increase to $350 per hour, to be effective January 1, 2018. A total of $62,428 in fees was paid to the firm during fiscal year 2017. The service provided as outside counsel for the pension plan has been exceptional and staff recommends approval of the new agreement at the rate of $350 per hour. APPROPRIATION CODE AND AMOUNT: Budgeted funds are available in 0646-07410-530100-585-000-0000 to fund the increase. Page 1 City of Clearwater Printed on 11/8/2017