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INVESTMENT MANAGEMENT AGREEMENT (9)INVESTMENT MANAGEMENT AGREEMENT THIS AGREEMENT, made this f eday of FiM4 y , 2020, by and between THE CITY OF CLEARWATER EMPLOYEES' PENSION FUND, not individually, but as Trustees of the Retirement Plan referred to below (hereinafter referred to as the "Trustees"), and BOSTON PARTNERS, (hereinafter referred to as the "Manager"). WHEREAS, by the terms of the City of Clearwater Employees' Pension Fund (hereinafter referred to as the Retirement Plan), the Trustees are charged with the duty of receiving and investing funds under the Retirement Plan; and WHEREAS, the Trustees are authorized by the terms of the Retirement Plan to appoint an investment manager for the management and investment of the trust fund held by them thereunder. NOW, THEREFORE, the Trustees and the Manager agree as follows: A. APPOINTMENT OF INVESTMENT MANAGER. The Trustees hereby appoint the Manager as the Investment Manager with respect to those assets of said Retirement Plan placed under its management, together with the income therefrom (hereinafter referred to as the "Investment Account"). The Manager shall manage, invest and reinvest the Investment Account pursuant to the provisions hereinafter set forth. Manager shall not take or have possession of the assets in the Investment Account. At no time shall any part of the corpus or income of the Investment Account be used or diverted for the purposes other than for the exclusive benefit of employees and their beneficiaries as provided in the Retirement Plan and for defraying reasonable expenses of administering the Retirement Plan, to the extent that such expenses are not borne by resources other than resources of the Retirement Plan. By execution of this Agreement, the Manager acknowledges that it is a fiduciary of the Plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA") and § 112.656, Florida Statutes and that it is registered and meets all local state and federal laws required for the performance of its duties under this Agreement. -1- B. POWERS AND DUTIES OF 1HI MANAGER. The Manager will have the following powers and duties with respect to any and all monies and securities at any time managed by it and constituting part or all of the Investment Account, such powers to be exercised by it in its sole discretion, except as otherwise provided herein. 1. With any cash at any time in the Investment Account, to purchase or subscribe for and invest in any securities and to retain such securities in the Investment Account within the restrictions set forth in the Retirement Plan and Investment Policy Statement as amended from time to time, and be in accordance with State and federal laws. If Manager makes or invests in, or holds any prohibited investment, the Manager shall make the Fund whole for any loss incurred in the ,; divestiture of such investment, including lost opportunity costs provided, however, that in the event an investment within the Investment Account subsequently becomes prohibited, the Manager shall not be liable to the extent such investment is divested within a reasonable period of time and in a prudent manner after becoming aware of such prohibition (except to the extent it is liable otherwise under this Agreement). For purposes of the foregoing, "lost opportunity costs" shall mean any investment loss to the plan resulting from the following calculation: the product of (i) the percentage rate of return of the applicable index provided for in the Investment Policy Statement minus the percentage rate of return of the prohibited investment for the period between the acquisition date and the divestiture date of the prohibited investment and (ii) the acquisition cost of the prohibited investment. In any event, however, lost opportunity costs for any period described in the previous sentence shall be payable only for periods when the percentage rate of return of the applicable index provided for in the Investment Policy Statement is positive and exceeds the percentage rate of return of the prohibited investment. 2. To sell, transfer, and convey, redeem, exchange for other securities, or otherwise to dispose of any securities in the Investment Account. 3. To exercise any conversion privilege and/or subscription right available in connection with any securities; to oppose or to consent to the reorganization, consolidation, merger, or readjustment of the finances of any corporation, company or association or to the sale, mortgage, pledge or lease of the property of any corporation, company or association, any of the securities of -2- which may at any time be held in the Investment Account, and to do any act with reference thereto, including the exercise of options, the making of agreement or subscriptions, which maybe deemed necessary or advisable in connection therewith, and to hold and retain any securities which it may so acquire. 4. To vote, personally or by general or limited proxy, any shares of stock which may be held by it at any time and, similarly, to exercise, personally or by general or limited proxy, any right appurtenant to any security held by it in the Investment Account at any time in accordance with the Manager's Proxy Policy Voting Statement upon affirmation of such statement by the Trustees. 5. The term "securities" used in this Agreement shall be deemed to be restricted to include only legal investments for the Trustees under the statutes, ordinances and rules of law applicable thereto. 6. To monitor items requiring action by the Trustees with respect to the assets, such as stock dividends, rights, offerings, calls or redemptions of bonds or other items, with respect to which Manager is notified by the Custodian of the assets. Manager is authorized to direct the Custodian of the assets to take any action with respect to the assets which Manager is authorized to take hereunder. Title to the assets shall remain in the Trustees. 7. Any other provision hereof to the contrary notwithstanding, the Manager is authorized, upon prior approval of the Trustees, to invest and reinvest all or any portion of the Investment Account collectively with funds or other trusts qualifying under Section 401 of the Internal Revenue Code or with other eligible investors, in units of participation or investment in any common, collective or commingled trust fund approved by the Trustees. Manager shall invest assets in the Investment Account in any such common, collective or commingled trust only if all investments made in such common, collective or commingled trust must meet all restrictions for investments set forth in the Retirement Plan and Investment Policy Statement, as amended from time to time and be in accordance with State and federal laws. If Manager makes or invests in, or holds any prohibited investment, the Manager shall make the Fund whole for any loss incurred in the divestiture of such investment, including lost opportunity costs as defined above in paragraph 1. -3- C. MAINTENANCE OF ACCOUNTS. The Manager shall maintain accounts showing the fiscal transactions of the Investment Account. The Manager shall prepare at least quarterly, and more often as mutually agreed, a report showing in reasonable detail the assets and liabilities of the Investment Account and giving an account of the operation of the Investment Account for the past year. Manager shall also provide a report showing proxy voting records and a report of brokerage commissions incurred. D. DISCHARGE OF DUTIES. The Manager shall discharge its duties under this Agreement solely in the interests of the participants in the Retirement Plan and their beneficiaries and (i) with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent investor acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and with like aims; and (ii) in accordance with the provisions of this Agreement insofar as they are consistent with the provisions of the Retirement Plan, Investment Policy Statement and applicable laws, as the same may be amended from time to time. Manager shall only have trades executed on a "best execution" basis within the meaning of ERISA Technical Release No. 86-1 (i.e. competitive commission cost as well as reliability and quality of the execution), including the receipt of research and brokerage services as defined for Section 28(e) of the Securities Exchange Act of 1934 and the regulations thereunder. Manager agrees to cooperate with the Trustees in their establishment of and participation in any reasonable and lawful commission recapture program or other similar commission rebate program. E. COMPENSATION OF MANAGER. In consideration for the services rendered by Manager, Trustees shall pay to Manager an annual fee of 80 basis points on the First $25 Million and 60 basis points thereafter of the market value of the assets in the Investment Account. The amount shall be prorated and payable quarterly in arrears using the three month average of the total asset market values (including accruals) of the calendar quarter for the preceding quarter. This fee is guaranteed not to increase for a period of at least three (3) years from the contract date. The fee includes all expenses and costs incurred by Manager in the performance of this Agreement including, but not limited to, termination fees, transfer fees, statement preparation and other services rendered. -4- F. REMOVAL AND RESIGNATION. The Manager may resign from its duties hereunder by filing with the Trustees a written resignation. Such resignation shall take effect within ninety (90) days after such notice to the Trustees on a date determined by the Trustees. The Manager may be removed by the Trustees at any time. Such removal shall be effected by delivery of written notice of removal executed by the Trustees. Upon resignation or removal, the Manager shall relinquish control and otherwise transfer and deliver the Investment Account to the Trustees, and be paid only fees earned prorated to the effective date of resignation or removal and such payment shall be the only payment of any kind or nature due to the Manager from the Trustees. G. INSTRUCTIONS. All instructions from the Trustees to the Manager shall be in writing and shall be signed as designated by the Trustees. The Trustees agree to notify the Manager promptly of any change in the designation. H. CONSULTATION. The Manager shall attend a Board meeting at least annually and consult with the Trustees regarding the investment performance of the Investment Account and the financial requirements of the Retirement Plan. I. CONSTRUCTION OF AGREEMENT. This Agreement shall be construed in accordance with the laws of the State of Florida to the extent not pre-empted by federal law and the provisions hereof shall be governed by such law. J. VENUE. Any action arising under this Agreement shall be brought exclusively in Pinellas County, Florida. K. DOCUMENTS. The Manager shall provide the Trustees with the documents which comply with the Investment Advisers Act of 1940, Rule 204-3. Trustees have the right to terminate this Agreement without penalty within five (5) business days after date of this Agreement. L. ASSIGNMENT. This Agreement may not be assigned by the Manager without the consent of the Trustees. M. PUBLIC ENTITY CRIMES BILL. Section 287.133, Florida Statutes, provides that a person or affiliate who has been placed on the convicted vendor list following a conviction for a -5- public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. N. INSURANCE. The Manager acknowledges that it has and shall maintain errors and omissions coverage in the amount of 75 million Euros. Attached hereto as Exhibit A is a copy of the Manager's current certificate of insurance. The Manager agrees to notify the Trustees, in writing, in the event of any material change in its policy. Notification shall be made to the Trustees within ten (10) days following any such material change. A material change shall include, but not be limited to, a change in the insurance carrier, coverage amounts, covered risks or the termination, cancellation or discontinuance of coverage in whole or in part. O. PLAN AMENDMENTS. The Trustees shall provide the Manager, by verbal notice at a meeting of the Board and by copies, when completed, of amendments to the Retirement Plan that are relevant to the Manager's duties hereunder and amendments to the Investment Policy Statement within a reasonable time after the effective date of the amendment. P. EFFECTIVE DATE. This Agreement shall become effective upon execution. Q. PUBLIC RECORDS. In accordance with the provisions of Chapter 119.0701(2), Florida Statutes: 1. IF THE MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS A T : Jay Ravins - City of Clearwater - 100 S Myrtle Ave., Clearwater, FL 33756 - (727) 562-4530 - Jay.Ravins@myclearwater.com -6- 2. The Manager must comply with public records laws, specifically to: a. Keep and maintain public records required by the Trustees to perform the service. b. Upon request from the Trustees' custodian of public records, provide the Trustees 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 Chapter 119, Florida Statutes, or as otherwise provided by law. c. Ensure that the 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 term of the Agreement and following completion of the Agreement if the Manager does not transfer the records to the Trustees. d. Upon completion of the Agreement, transfer, at no cost to the Trustees, all public records in possession of the Manager or keep and maintain public records required by the Trustees to perform the service. If the Manager transfers all public records to the Trustees upon completion of the Agreement, the Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Manager keeps and maintains public records upon completion of the Agreement, the Manager shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Trustees, upon request from the Trustees' custodian of public records, in a format that is compatible with the information technology systems of the Trustees. IN WITNESS WHEREOF, BOSTON PARTNERS has caused its corporate name to be signed to this Agreement and duplicates hereof by its proper officers thereunto duly authorized, and Trustees have signed this Agreement and duplicates hereof on the day and in the year first above written. BOS N> ARTNERS Vamor Officer B ATTEST: By: As Secretary William G. Butterly 111 ,yert ezirounsel att ,ntef Administrative Officer CITY OF CLEARWATER EMPLOYEES' PENSION FUND -8- By: $2)0 (\t'W As Chairman A fI'EST: By: As Secretary EXHIBIT A The following table details Boston Partners' insurance coverage Policy Limit and deductible Underwriter Expiration Date Financial Institution Professional Liability Insurance policy (includes Errors & Omissions) EUR 75,000,000; EUR 500,000 deductible Zurich Insurance 8/1/2020 Financial Institution/Fidelity Bond EUR 25,000,000; EUR 500,000 deductible Zurich Insurance 8/1/2020 Fiduciary (ERISA) Bond In accordance with ERISA regulations Hanover Insurance Company 06/1/2020 Cyber Security Insurance USD $2,000,000; USD $1,000 deductible Allied World Assurance Co. 10/1/2020 City of Clearwater Employees' Pension Fund [INSERT NAME OF CLIENT] SIGNATURE AUTHORITY FORM Type Name and Title of Signer Authorized Signature of Signer Brian Jay Ravins, Finance Director ea../x"-t- Monica Mitchell, Assistant Finance Director Any one of the persons holding the offices indicated and whose signatures appear above are authorized in the name of and on behalf of the Client to negotiate the terms and conditions of and execute and deliver any and all papers, documents, authorizations, resolutions of any sort required to do any of the things required on behalf of the Client to effect the transactions contemplated by the Client's investment management agreement with the Manager. *By: ' CWD(`e1Crk 04S Name: George N. Cretekos Title: Chair ers n Date: .A.//07-20-4:2 *Bottom signature block to be signed by someone other than the above -referenced person(s), in order to avoid self - certification. INVESTMENT GUIDELINES AND OBJECTIVES The Account will be invested in accordance with Boston Partners mid capitalization value equity investment philosophy: Performance Objective: The objective is for the total return of the Account, net of investment management fees, to exceed the total return of the Russell Mid Cap Value Index (the "Benchmark") over rolling three and five-year periods, or a full market cycle, whichever is longer. Investment Guidelines: Permissible investments are securities of US and non US issuers, including, without limitation, ADRs of non US issuers, that are denominated in US dollars ("USD") and trade in US markets, including, without limitation, on US exchanges or in the over the counter market. The securities of non US issuers may be purchased on non US securities markets so long as USD denominated securities of such non US issuers are ultimately held by the account. Account holdings shall generally have market capitalizations at the time of purchase in the same market capitalization range as the Benchmark. Individual Account positions shall not represent more than 5% of the Account at market value determined at the time of purchase. The Account will generally not invest more than 25% of the total Account value in any one industry (as defined for purposes of the Benchmark). Individual Account positions shall not represent more than 5% of the outstanding shares of any issuer determined on a fully diluted basis at the time of purchase. Non US equity securities and ADR's will not comprise more than 15% of the market value of the Account, determined at the time of each purchase. Non US Issuers will be determined based upon the following criteria: Boston Partners will typically treat as US issuers the following companies that are incorporated outside the United States: 1. Any issuer that reports its principal executive office as located in the US; or 2. Any issuer that we reasonably believe meet 4 of the following criteria: a. common stock of the issuer is essentially solely publicly traded in the US. Issuers that have listings in non US markets but for which there is no meaningful volume in those markets will also be treated as being solely publicly traded in the US. b. common stock of the issuer is not listed in an index of non US securities by MSCI; c. the issuer is listed as being a US issuer by Factset; d. the Chief Executive Officer and 2 of the other top 5 executives of the issuer work a material portion of their time from a US office; e. at least 35% of revenue, on average over the preceding 3 years, is generated from US sources; f. at least 25% of employees are located in the US. Cash will not represent more than 10% of the market value of the Account. "Cash" shall mean the portion of the Account that has not been invested in equity securities determined on a trade date basis and shall not include cash held pending securities transaction settlement. Corrections: The Manager shall take such action as the Manager shall deem reasonable and necessary to return the Account to compliance with these guidelines following any breach of the guidelines caused by a change in the relative market values or in the amount of outstanding securities for an issuer. FEE SCHEDULE City of Clearwater Employees' Pension Fund (name of client) Effective Boston Partners Mid Cap Value Equity .80% First $25 Million .60% Thereafter The minimum account size is $10 million. The advisory fee shall be billed and payable at the end of each calendar quarter in arrears as of the last day of each calendar quarter. For all periods for which this Agreement is in effect, the fee shall be computed using the three month average of the total asset market values (including accruals) of the calendar quarter for the preceding quarter. Market values used for computation of the fee shall be determined in good faith by the Manager and shall be comprised of all investment assets, including securities, cash and cash equivalents and earned income accruals and shall be equitably adjusted to reflect additions or withdrawals during a calendar quarter of 10% or more of the individual portfolio assets, or, in the case of aggregated accounts, of the aggregated portfolio assets. If services to be rendered hereunder shall commence on any day other than the first day of a calendar quarter and shall end on any day other than the last day of the calendar quarter, the above fee shall be fairly and equitably prorated. Invoices — Please provide name and address where our invoices should be sent. Name: City of Clearwater Employees' Pension ® Email ❑ Hard Copy Attn: Finance Department 100 South Myrtle Ave. Clearwater, FL 33756 Address: Phone: 727-562-4538 Email: jay.ravins@myclearwater.com New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final PORTFOLIO REPORTS: Recipients: CLIENT REPORTING Delivery Method Name:City of Clearwater Employees' Pension® Email Address: Attn: Finance Department 100 S. Myrtle Ave, Clearwater, FL 33756 Phone: 727-562-4538 Email: jay. ravins@myclearwater. com ❑ Other, please specify Name: CAPTRUST ❑X Email ❑ Other, please specify Address: 400 N. Tampa St, Suite 1800, Tampa, FL 33602 Phone: 813-218-5005 Email: John.Griffith@captrust.com Name: Address: Phone: Email: ❑ Email ❑ Other, please specify Frequency of client reports: ['Monthly ['Quarterly Annual ADV Reporting Name:City of Clearwater Employees' PensioriA Email Address: 100 S. Myrtle Ave, Clearwater, FL 33756 Phone: 727-562-4538 Email: jay. ravins@myclearwater.com ❑ Other, please specify Proxy Reports ['Monthly ©Quarterly Name:City of Clearwater Employees' Pension ® Email ❑ Other, please specify Address: 100 S. Myrtle Ave, Clearwater, FL 33756 Phone: 727-562-4538 Email: jay. ravins@myclearwater.com New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final ACCOUNT Account name: City of Clearwater Employees' Pension Fund (please complete) New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final City of Clearwater Employees' Pension Fund (the "Client") (name of client) Qualified Institutional Buyer ("QIB") Certification Letter From time to time the Manager purchases 144a securities (private placements) in unrestricted portfolios. In order for the Manager to purchase 144a securities in the Client portfolio, the Client must have at least $100 million in assets to be considered a Qualified Institutional Buyer ("QIB"), as such term is defined in Rule 144A(a)(1)(i). ® Client's total plan assets are at least $100 million. The Client agrees to promptly notify Manager in writing if the Client ceases to be a QIB and further agree to provide such evidence of the Client's status as a QIB as the Manager may reasonably request from time to time. 0 Client's total plan assets are less. than $100 million. The current plan assets are By: c e r(t Crt4o) Name: George N. Cretekos Title: Chairman Date: 2�/g'/sZad0 New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final General Rules and Regulations Promulgated under the Securities Act of 1933 Rule 144A -- Private Resales of Securities to Institutions Preliminary Notes 1. This section relates solely to the application of section 5 of the Act and not to antifraud or other provisions of the federal securities laws. 2. Attempted compliance with this section does not act as an exclusive election; any seller hereunder may also claim the availability of any other applicable exemption from the registration requirements of the Act. 3. In view of the objective of this section and the policies underlying the Act, this section is not available with respect to any transaction or series of transactions that, although in technical compliance with this section, is part of a plan or scheme to evade the registration provisions of the Act. In such cases, registration under the Act is required. 4. Nothing in this section obviates the need for any issuer or any other person to comply with the securities registration or broker-dealer registration requirements of the Securities Exchange Act of 1934 (the Exchange Act), whenever such requirements are applicable. 5. Nothing in this section obviates the need for any person to comply with any applicable state law relating to the offer or sale of securities. 6. Securities acquired in a transaction made pursuant to the provisions of this section are deemed to be restricted securities within the meaning of Rule 144(aX3). 7. The fact that purchasers of securities from the issuer thereof may purchase such securities with a view to reselling such securities pursuant to this section will not affect the availability to such issuer of an exemption under section 4(2) of the Act, or Regulation D under the Act, from the registration requirements of the Act. a. Definitions. 1. For purposes of this section, quaked institutional buyer shall mean: i. Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity: A. Any insurance company as defined in section 2(aX13) of the Act ; Note: A purchase by an insurance 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. B. Any investment company registered under the Investment Company Act or any business development company as defined in section 2(aX48) of that Act; C. Any 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; D. Any 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; E. Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974; F. Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (aXl)(iXD) or (E) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans. G. Any business development company as defined in section 202(aX22) of the Investment Advisers Act of 1940; H. Any organization described in section 501(c) (3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(aX2) 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 savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and I. Any investment adviser registered under the Investment Advisers Act. ii. Any dealer registered pursuant to section 15 of the Exchange Act, acting for its own account or the accounts of other qualified institutional buyers, 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; iii. Any dealer registered pursuant to section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer; Note: A registered dealer may act as agent, on a non -discretionary basis, in a transaction with a qualified institutional buyer without itself having to be a qualified institutional buyer. iv. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies 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. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment mists, the same depositor), Provided That, for purposes of this section: New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final A. Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act ) shall be deemed to be a separate investment company; and B. Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority owned subsidiary of the other investment company's adviser (or depositor); v. Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and vi. Any 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 qualified institutional buyers, 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 the Rule 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. 2. In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps. 3. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section. 4. In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise. 5. For purposes of this section, 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 qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer. 6. For purposes of this section, effective conversion premium means the amount, expressed as a percentage of the security's conversion value, by which the price at issuance of a convertible security exceeds its conversion value. 7. For purposes of this section, effective exercise premium means the amount, expressed as a percentage of the warrants exercise value, by which the sum of the price at issuance and the exercise price of a warrant exceeds its exercise value. b. Sales by persons other than issuers or dealers. Any person, other than the issuer or a dealer, who of fel a or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be engaged in a distribution of such securities and therefore not to be an underwriter of such securities within the meaning of sections 2(aX 11) and 4(1) of the Act. c. Sales by Dealers. Any dealer who offers or sells securities in compliance with the conditions set forth in paragraph (d) of this section shall be deemed not to be a participant in a distribution of such securities within the meaning of section 4(3XC) of the Act and not to be an underwriter of such securities within the meaning of section (II) of the Act, and such securities shall be deemed not to have been offered to the public within the meaning of section 4(3XA) of the Act. d. Conditions to be met. To qualify for exemption under this section, an offer or sale must meet the following conditions: 1. The securities are offered or sold only to a qualified institutional buyer or to an offeree or purchaser that the seller and any person acting on behalf of the seller reasonably believe is a qualified institutional buyer. In determining whether a prospective purchaser is a qualified institutional buyer, the seller and any person acting on its behalf shall be entitled to rely upon the following non- exclusive methods of establishing the prospective purchaser's ownership and discretionary investments of securities: i. The prospective purchaser's most recent publicly available financial statements, Provided That such statements present the information as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser, ii. The most recent publicly available information appearing in documents filed by the prospective purchaser with the Commission or another United States federal, state, or local governmental agency or self regulatory organization, or with a foreign governmental agency or self regulatory organization, Provided That any such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; iii. The most recent publicly available information appearing in a recognized securities manual, Provided That such information is as of a date within 16 months preceding the date of sale of securities under this section in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or iv. A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the purchaser, specifying the amount of securities owned and invested on a discretionary basis by the purchaser as of a specific date on or since the close of the purchaser's most recent fiscal year, or, in the case of a purchaser that is a member of a family of investment companies, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the family of investment companies as of a specific date on or since the close of the purchaser's most recent fiscal year; 2. The seller and any person acting on its behalf takes reasonable steps to ensure that the purchaser is aware that the seller may rely on the exemption from the provisions of section 5 of the Act provided by this section; 3. The securities offered or sold: i. Were not, when issued, of the same class as securities listed on a national securities exchange registered under section 6 of the Exchange Act or quoted in a U.S. automated inter -dealer quotation system; Provided, That securities that are convertible or New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final exchangeable into securities so listed or quoted at the time of issuance and that had an effective conversion premium of less than 10 percent, shall be treated as securities of the class into which they are convertible or exchangeable; and that warrants that may be exercised for securities so listed or quoted at the time of issuance, for a period of less than 3 years from the date of issuance, or that had an effective exercise premium of less than 10 percent, shall be treated as securities of the class to be issued upon exercise; and Provided further, That the Commission may from time to time, taking into account then -existing market practices, designate additional securities and classes of securities that will not be deemed of the same class as securities listed on a national securities exchange or quoted in a U.S. automated interdealer quotation system; and ii. Are not securities of an open-end investment company, unit investment trust or face -amount certificate company that is or is required to be registered under section 8 of the Investment Company Act; and i. In the case of securities of an issuer that is neither subject to section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3 -2(b) under the Exchange Act, nor a foreign government as defined in Rule 405 eligible to register securities under Schedule B of the Act, the holder and a prospective purchaser designated by the holder have the right to obtain from the issuer, upon request of the holder, and the prospective purchaser has received from the issuer, the seller, or a person acting on either of their behalf at or prior to the time of sale, upon such prospective purchaser's request to the holder or the issuer, the following information (which shall be reasonably current in relation to the date of resale under this section): a very brief statement of the nature of the business of the issuer and the products and services it offers; and the issuer's most recent balance sheet and profit and loss and retained earnings statements, and similar financial statements for such part of the two preceding fiscal years as the issuer has been in operation (the financial statements should be audited to the extent reasonably available). ii. The requirement that the information be reasonably current will be presumed to be satisfied if: A. The balance sheet is as of a date less than 16 months before the date of resale, the statements of profit and loss and retained earnings are for the 12 months preceding the date of such balance sheet, and if such balance sheet is not as of a date less than 6 months before the date of resale, it shall be accompanied by additional statements of profit and loss and retained earnings for the period from the date of such balance sheet to a date less than 6 months before the date of resale; and B. The statement of the nature of the issuer's business and its products and services offered is as of a date within 12 months prior to the date of resale; or C. With regard to foreign private issuers, the required information meets the timing requirements of the issuer's home country or principal trading markets. e. Offers and sales of securities pursuant to this section shall be deemed not to affect the availability of any prior or subsequent holder thereof exemption or safe harbor relating to any previous or subsequent offer or sale of such securities by the issuer or any New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final NEW ISSUES QUESTIONNAIRE Clients connected with a broker dealer cannot invest in new public issues of securities, often referred to as IPOs. We need to know whether your account can or cannot invest in IPOs. Please answer the questions below to help us in that determination. You must complete Sections 1 and 3, and also, if applicable, Section 2. FINRA Restricted Person status under Rule 5130: 1. Are you one of the following? (Please check all boxes that apply). 1. O (i) a broker-dealer; O (ii) an officer, director, general partner, associated person' or employee of a broker-dealer (other than a limited business broker-dealer)2; O (iii) an agent of a broker-dealer (other than a limited business broker-dealer) that is engaged in the investment banking or securities business; O (iv) an immediate family member.' of a person described in (ii) or (iii) above. ❑ (v) a finder or any person acting in a fiduciary capacity to a managing underwriter, including, but not limited to, attorneys, accountants and financial consultants; O (vi) a person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor or collective investment account' (including a private investment vehicle such as a hedge fund or an offshore fund); ❑ (vii) an immediate family member of a person described in (v) or (vi) above who materially supportss, or receives material support from, the Investor; A person "associated with" a broker-dealer includes any natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a broker-dealer, any partner, director, officer or sole proprietor of a broker-dealer. A limited business broker-dealer is 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. 3. The term "immediate family" includes the Investor's: (i) parents, (ii) mother-in-law or father-in-law, (iii) husband or wife, (iv) brother or sister, (v) brother-in-law or sister-in-law, (vi) son-in-law or daughter-in-law, (vii) children, and (viii) any other person who is supported, directly or indirectly, to a material extent by an officer, director, general partner, employee, agent of a broker-dealer or person associated with a broker-dealer. a. A "collective investment account" is any hedge fund, investment corporation, or any other collective investment vehicle that is engaged primarily in the purchase and/or sale of securities. Investment clubs (groups of individuals who pool their money to invest in stock or other securities and who are collectively responsible for making investment decisions) and family investment vehicles (legal entities that are beneficially owned solely by immediate family members (as defined above)) are na considered collective investment accounts. i. The term "material support" means directly or indirectly providing more than 25% of a person's income in the prior calendar year or living in the same household with a member of one's immediate family. New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final ❑ (viii) a person listed or required to be listed in Schedule A, B or C of a Form BD (other than with respect to a limited business broker-dealer), except persons whose listing on Schedule A, B or C is related to a person identified by an ownership code of less than 10% on Schedule A; ❑ (ix) a person that (A) directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule A of a Form BD, or (B) directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed in Schedule B of a Form BD, in each case (A) or (B), other than a reporting company that is listed on a national securities exchange, or other than with respect to a limited business broker/dealer; ❑ (x) an immediate family member of a person described in (viii) or (ix) above. Under certain circumstances, an Investor who checks this box may be able to participate in new issue investments. The Fund may request additional information in order to determine the eligibility of an Investor under this Restricted Person category; ❑ (xi) any entity (including a corporation, partnership, limited liability company, trust or other entity) in which any person or persons listed in (i) -(x) above has a beneficial interest6; ® (xii) None of the above categories apply. You can also check this box if you are a collective investment account, a family investment vehicle or an investment club which does not permit Restricted Persons to participate to any extent in new issue securities. For each box checked above in Item 1, provide name of corresponding entity or entities: 2. Can you also tell us if you are one of the following: ❑ (i) a publicly -traded entity (other than a broker-dealer or an affiliate of a broker-dealer, where such broker-dealer is authorized to engage in the public offering of new issues either as a selling group member or underwriter) that is listed on a national securities exchange, or is a foreign issuer whose securities meet the quantitative designation criteria for listing on a national securities; ❑ (ii) an investment company registered under the U.S. Investment Company Act of 1940, as amended; ❑ (iii) a corporation, partnership, limited liability company, trust or any other entity (including a private investment vehicle such as a hedge fund or an offshore fund, or a broker-dealer organized as an investment partnership) and (A) the beneficial interests of Restricted Persons do not exceed in the aggregate 10% of such entity (for the purposes of Rule 5130); or (B) Covered Persons' of a particular company, in the aggregate, do not exceed 25% of the account (for the purposes of Rule 5131); 6 The term "beneficial interest" means any economic interest such as the right to share in gains or losses. The receipt of a management or performance based fee for operating a collective investment account, or other fee for acting in a fiduciary capacity, is nst considered a beneficial interest in the account; however, if such fee is subsequently invested into the account (as a deferred fee arrangement or otherwise), it is considered a beneficial interest in that account. 7 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. An Executive Officer or Director is 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 `34Act, as amended, or (iii) executive officer or director of a covered non-public company. New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final ❑ (iv) an investment company organized under the laws of a foreign jurisdiction and (A) the investment company is listed on a foreign exchange or authorized for sale to the public by a foreign regulatory authority; and (B) no person owning more than 5% of the shares of the investment company is a Restricted Person; • (v) (A) an employee benefit plan under the U.S. Employee Retirement Income Security Act of 1974, as amended, that is qualified under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and such plan is not sponsored solely by a broker-dealer, (B) a U.S. state or U.S. municipal government benefits plan that is subject to U.S. state and/or U.S. municipal regulation or (C) a church plan under Section 414(e) of the Code; ❑ (vi) a tax exempt charitable organization under Section 501(c)(3) of the Code; ❑ (vii) a common trust fund or similar fund as described in Section 3(a)(12)(A)(iii) of the U.S. Securities Exchange Act of 1934, as amended, and the fund (A) has investments from 1,000 or more accounts, and (B) does not limit beneficial interests in the fund principally to trust accounts of Restricted Persons; or O (viii) an insurance company general, separate or investment account, and (A) 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 (B) 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. O (ix) a private fund, managed by a "Family Office" as defined in in 17 CFR § 275.202(a)(11)(G)-1 and that otherwise meets the following additional exception requirements described in FINRA Rule 5131.02(b) which are as follows: (A) the private fund is unaffiliated with the Manager, and (B) has assets greater than $50 Million, and (C) was not formed for the specific purpose of investing in the account managed by the Manager. A `Family Office" is defined in 17 CFR § 275.202(a)(11XG)-1 and is a company (including its directors, partners, members, managers, trustees, and employees acting within the scope of their position or employment) that: (1) has no clients other than family clients; provided that if a person that is not a family client becomes a client of the family office as a result of the death of a family member or key employee or other involuntary transfer from a family member or key employee, that person shall be deemed to be a family client for purposes of this section for one year following the completion of the transfer of legal title to the assets resulting from the involuntary event; (2) is wholly owned by family New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final clients and is exclusively controlled (directly or indirectly) by one or more family members and/or family entities; and (3) does not hold itself out to the public as an investment adviser. 3. FINRA Covered Person status under Rule 5131: Are you one of the following? (Please check all boxes that apply). The Investor is a "Covered Non -Public Company"; ❑ (i) Any non-public company with income of at least $1Million in the last fiscal year, or in two of the last three fiscal years with shareholder equity of at least $15Million, OR ❑ (ii) Any non-public company with shareholder equity of at least $30Million and a two year operating history, OR ❑ (iii) Any non-public company with total assets and total revenue of at least $75Million in the latest fiscal year or in two of the last three fiscal years. OR The Investor is a "Covered Person"; ❑ (iv) A "Covered Person" is an executive officer or director of a Public Company', or a Covered Non -Public Company (see above) or a person Materially Supported' by such executive officer or director. For each box checked above in Item 3, provide name of corresponding entity or entities: ❑ (v) A corporation, partnership, limited liability company, trust or any other entity (including a collective investment account such as a hedge fund or an offshore fund, or a broker-dealer organized as an investment partnership) in which any Covered Person(s) listed in (i) -(iv) above owns a beneficial interest10, where such beneficial interests of Covered Persons in your account exceeds 25% in the aggregate." If you check this box (v), indicate the name(s) of the Covered Person(s), the executive officer(s) or director(s), the company or companies they serve, and their respective percentage of beneficial interest: Covered Person: Executive Officer/Director (if different): Company Name: Percentage Interest: ❑x (vi) None of the above categories apply. The Investor is not a Covered Person. The Investor is not a Covered Non -Public Company Any company that is registered under Section 12 of the Securities Exchange Act or files reports pursuant to Section 15(d) thereof. 9_ 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. to See footnote 6 above for the definition of "beneficial interest." New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final 11 An Executive Officer or Director is 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. New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final You acknowledge that in making representations to brokers, we will be relying upon the information provided by you in this Questionnaire. Therefore, you will notify us promptly when any representation made herein is no longer accurate. If you are signing for a corporation, partnership, limited liability company, trust or any other entity, you (i) are authorized to represent the Client and (ii) have the full power and authority under the Client's governing instruments to do so. City of Clearwater Employees' Pension Fund Company/Account Name George N. Cretekos, Chairman Name and Title -6tOlkti rMMs Signature $`00.20 Date New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final Disclosure Regarding Services and Compensation Not applicable for Non ERISA Clients New Acct IMA Package - MCV - BPGI City of Clearwater Employees' Pension Fund 01-2020 Final