Agenda packet — Central Coast Community Energy (3CE) Operations Board, June 30, 2022 (part 4 of 4)

Compliance Statement: RBC GAM claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS® standards. RBC GAM has been independently verified for the periods January 1, 2002 through December 31, 2020. The verification report(s) is/are available upon request. A firm that claims compliance with the GIPS® standards must establish policies and procedures for complying with all the applicable requirements of the GIPS® standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS® standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. The U.S. Fixed Income - Ultra Short Duration High Quality composite has been examined for the periods June 1, 2010 - December 31, 2020. The verification and performance examination reports are available upon request.

Composite Description: The Ultra Short Duration High Quality Composite consists of fully discretionary accounts invested in taxable investment-grade fixed income securities. Portfolios can invest across a broad spectrum of sectors, including government and corporate securities. Portfolios that do not allow corporate securities will be included if they allow alternate credit exposure with an equivalent risk profile as determined at account inception. Securities will be rated investment-grade at purchase. Portfolio duration will typically range between 6 to 18 months. Portfolios in the composite may employ the use of over the counter and exchange traded derivatives where investment guidelines allow, however, their use is not required. Derivatives contracts such as, but not limited to, U.S. Treasury bond futures, Eurodollar futures, interest rate futures, and interest rate swaps may be used for managing risk.

Benchmark: The benchmark for this composite is the Bloomberg Short-Term U.S. Government/Corporate Index, which is an unmanaged index of investment-grade, fixed income securities in the government and corporate sectors with a maximum of one year remaining until maturity. The duration of the benchmark may be shorter than accounts in the composite. Index returns are provided for comparison purposes to represent the investment environment during the time periods shown. An index is fully invested, includes the reinvestment of dividends and capital gains, but does not include any transaction costs, management fees, or other costs. Holdings of each separately managed account in a composite will differ from the index. An investor may not invest directly in an index.

Gross of Fees: Gross of fees performance returns are presented before management fees, but after all trading expenses. Returns are presented net of withholding taxes on dividends, interest income, and capital gains where applicable.

Net of Fees: Net of fee performance is calculated using the maximum stated annual fee of 0.20% applied monthly. Prior to January 1, 2013 net of fee performance was calculated using actual fees.

Performance Calculations: Results are based on all fully discretionary accounts meeting the composite definition, including those accounts no longer with the firm. Returns are shown in U.S. Dollars, and include the reinvestment of all income. Additional information regarding policies for valuing investments, calculating performance, and creating GIPS® Reports is available upon request. Past performance is not indicative of future results.

Composite Dispersion: The composite dispersion of annual returns is indicated by the performance of individual accounts representing the equal weighted standard deviation of returns. Dispersion of returns is calculated for portfolios included in the composite for the full year. Calculations are based on gross portfolio returns if gross composite returns are presented. If only net composite returns are presented, then net portfolio returns are used in the composite dispersion calculation. 3-Year Standard Deviation: Periods with less than 3 years of data will show "n/a". Calculations are based on gross composite returns, if gross composite returns are presented. If only net composite returns are presented, then net composite returns are used in the calculation.

Derivatives, Leverage and Short Positions: Derivatives are never used for speculative purposes, however, they may represent a significant percentage of the portfolio when calculated using the notional amount. No portfolios in this composite utilize leverage or short positions, with the exception of the derivatives strategy described in the Composite Description.

Cash Flow Policy: As of April 1, 2015 the significant cash flow policy was removed from the composite. Prior to that date, composite policy required the temporary removal of any portfolio incurring a client-initiated significant cash inflow or outflow of at least 10% of portfolio assets. The temporary removal of such an account occurred at the beginning of the month in which the significant cash flow occurred and the account re-entered the composite the first full month of being fully invested.

Fee Schedule: 0.20% on first $50 million of assets; 0.15% on next $50 million; 0.10% on assets exceeding $100 million. Advisory fees are described on this page and in Form ADV Form Part2a. RBC GAM reserves the right to negotiate all advisory fees.

Minimum Account Size: There is no minimum account size for this composite.

Creation Date: This composite was created on August 1, 2010 and has an inception date of June 1, 2010.

Composite History: Prior to December 31, 2016 this composite was name Ultra Short Core. This composite was redefined on July 1, 2016 to more narrowly define the amount of credit required for inclusion in the composite. Portfolios in the strategy have customized risk and return profiles, and the change was made to clarify which portfolios have sufficient credit exposure to ensure portfolios in the composite have substantially similar risk exposures.

GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein. ®/™ Trademark(s) of Royal Bank of Canada. Used under license. © RBC Global Asset Management Inc., 2021 RBC US Ultra Short Duration: High Quality
GIPS® Composite Report
71 Composite name: RBC GAM U.S. Fixed Income - Ultra Short Duration High Quality Inception date: June 1, 2010
Benchmark: Bloomberg Short-Term U.S. Government/Corporate Index Currency: USD
RBC US Cash Management: Government
GIPS® Composite Report
The GIPS® Composite Report is incomplete without the full disclosures, continued on the next page n/a = not applicable, Std dev = Standard deviation
72 As at 12.31.2021
Annual returns
Annualized returns (%)
Year end
Composite
gross
return (%)
Composite
net return
(%)
Benchmark
return
(%)
Composite
3 yr std dev
(%)
Benchmark
3 yr std dev
(%)
Number of
portfolios
Internal
dispersion
(%)
Composite
assets
(millions)
Firm assets
(millions)
2021 0.05 -0.07 0.05 0.30 0.29 2 0.00 24,450.8 481,049.3 2020 0.59 0.47 0.58 0.25 0.24 3 0.02 15,872.8 424,813.8 2019 2.26 2.14 2.25 0.19 0.19 3 0.01 8,917.6 361,400.0
2018 1.90 1.78 1.86 0.18 0.20 3 0.02 5,891.6 305,983.2
2017 0.89 0.76 0.84 0.10 0.11 5 0.03 7,883.9 331,885.2
2016 0.49 0.37 0.27 0.06 0.03 5 0.07 14,095.9 289,538.6 2015 0.13 0.01 0.03 0.03 0.01 6 0.02 8,478.5 276,979.3
2014 0.10 -0.02 0.03 0.02 0.01 6 0.02 7,620.3 302,064.4 2013 0.12 0.00 0.05 0.02 0.01 6 0.02 7,952.5 296,003.0
2012 0.17 0.08 0.07 0.03 0.01 6 0.01 7,372.5 279,416.3
Composite or benchmark QTD YTD 1 year 3 year 5 year 7 year 10 year Composite – Gross of fees 0.00 0.05 0.05 0.96 1.14 0.90 0.67 Composite – Net of fees -0.03 -0.07 -0.07 0.84 1.01 0.78 0.55 Benchmark 0.01 0.05 0.05 0.96 1.11 0.84 0.60
Composite name: RBC GAM U.S. Money Market - Government Cash Management Inception date: March 1, 1996
Benchmark: FTSE 3 Month US T Bill Index
Currency: USD
As at 12.31.2021
Description of the Firm: For the purposes of Global Investment Performance Standards (GIPS®), RBC Global Asset Management is the asset management division of Royal Bank of Canada (RBC) operating under the following brands: RBC Global Asset Management (RBC GAM) in Canada, the U.S. (institutional), the U.K. and Hong Kong; PH&N Institutional; and BlueBay Asset Management (institutional). With offices around the world, RBC GAM offers a full range of global investment solutions in cash management and fixed income, equity, balanced, alternative, and specialty investment strategies through mutual funds, hedge funds, pooled funds and separately managed accounts. The RBC GAM group of companies has more than C$608 billion (US$481 billion) in assets under management as of December 31, 2021. RBC purchased Phillips, Hager & North Investment Management, including the assets of BonaVista Asset Management, on May 1, 2008, and BlueBay Asset Management on December 17, 2010. RBC GAM's lists of composite descriptions, limited distribution pooled fund descriptions and broad distribution pooled funds are available upon request.

Compliance Statement: RBC GAM claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS® standards. RBC GAM has been independently verified for the periods January 1, 2002 through December 31, 2020. The verification report(s) is/are available upon request. A firm that claims compliance with the GIPS® standards must establish policies and procedures for complying with all the applicable requirements of the GIPS® standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS® standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. The U.S. Money Market - Government Cash Management composite has been examined for the periods January 1, 2008 - December 31, 2020. The verification and performance examination reports are available upon request.

Composite Description: The Government Cash Management Composite consists of accounts that invest primarily in U.S. Treasury and/or Agency obligations maturing in 13 months or less.

Benchmark: The benchmark for this composite is the FTSE 3-Month T-Bill Index. The FTSE 3-Month T-Bill index is an unmanaged index that measures the performance of U.S. Treasury Bills with a maturity of 3 months. It excludes Agency securities, which may be purchased by accounts invested in this strategy. Index returns are provided for comparison purposes to represent the investment environment existing during the time periods shown. An index is fully invested, includes the reinvestment of dividends and capital gains, but does not include any transaction costs, management fees, or other costs. Holdings of each separately managed account in a composite will differ from the index. An investor may not invest directly in an index.

Net of Fees: Net of fee performance is calculated using the maximum stated fee of 0.12% applied monthly. Prior to January 1, 2013 net of fee performance was calculated using actual fees.

Derivatives, Leverage and Short Positions: None of these strategies are employed by any accounts in this composite.

Cash Flow Policy: This composite does not have a cash flow policy.

Fee Schedule: 0.12% on first $100 million; 0.10% on assets exceeding $100 million. Advisory fees are described on this page and in Form ADV Part 2A. RBC GAM reserves the right to negotiate all advisory fees.

Minimum Account Size: There is currently no minimum account size for inclusion in this composite. Prior to January 1, 2005 the minimum size for inclusion was $5 million.

Creation Date: This composite was created on and has an inception date of March 1, 1996.

Composite History: Prior to July 1, 2005, this composite was called the Cash Management Agency Composite. The composite was redefined to include registered money funds as of April 1, 2006.

GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein. ®/™ Trademark(s) of Royal Bank of Canada. Used under license. © RBC Global Asset Management Inc., 2021 RBC US Cash Management: Government
GIPS® Composite Report
73 Composite name: RBC GAM U.S. Money Market - Government Cash Management Inception date: March 1, 1996
Benchmark: FTSE 3 Month US T Bill Index
Currency: USD
RBC US Cash Management: High Quality
GIPS® Composite Report
The GIPS® Composite Report is incomplete without the full disclosures, continued on the next page n/a = not applicable, Std dev = Standard deviation
74 As at 12.31.2021
Annual returns
Annualized returns (%)
Year end
Composite
gross
return (%)
Composite
net return
(%)
Benchmark
return
(%)
Composite
3 yr std dev
(%)
Benchmark
3 yr std dev
(%)
Number of
portfolios
Internal
dispersion
(%)
Composite
assets
(millions)
Firm assets
(millions)
2021 0.10 -0.02 0.05 0.30 0.29 3 0.01 3,208.0 481,049.3 2020 0.70 0.58 0.58 0.25 0.24 5 0.04 4,778.5 424,813.8
2019 2.34 2.22 2.25 0.18 0.19 5 0.04 3,827.7 361,400.0
2018 2.03 1.90 1.86 0.19 0.20 5 0.05 3,732.0 305,983.2
2017 1.01 0.89 0.84 0.10 0.11 5 0.05 3,265.5 331,885.2
2016 0.55 0.43 0.27 0.05 0.03 5 0.05 2,947.3 289,538.6
2015 0.23 0.11 0.03 0.01 0.01 5 0.03 10,573.6 276,979.3 2014 0.17 0.05 0.03 0.07 0.01 5 0.01 12,111.9 302,064.4 2013 0.21 0.09 0.05 0.07 0.01 9 0.03 16,786.0 296,003.0 2012 0.28 0.19 0.07 0.07 0.01 10 0.06 18,054.1 279,416.3 Composite or benchmark QTD YTD 1 year 3 year 5 year 7 year 10 year Composite – Gross of fees 0.02 0.10 0.10 1.04 1.23 0.99 0.76 Composite – Net of fees -0.01 -0.02 -0.02 0.92 1.11 0.87 0.64 Benchmark 0.01 0.05 0.05 0.96 1.11 0.84 0.60
Composite name: RBC GAM U.S. Money Market - High Quality Cash Management Inception date: October 1, 1994
Benchmark: FTSE 3 Month US T Bill Index
Currency: USD
As at 12.31.2021
Description of the Firm: For the purposes of Global Investment Performance Standards (GIPS®), RBC Global Asset Management is the asset management division of Royal Bank of Canada (RBC) operating under the following brands: RBC Global Asset Management (RBC GAM) in Canada, the U.S. (institutional), the U.K. and Hong Kong; PH&N Institutional; and BlueBay Asset Management (institutional). With offices around the world, RBC GAM offers a full range of global investment solutions in cash management and fixed income, equity, balanced, alternative, and specialty investment strategies through mutual funds, hedge funds, pooled funds and separately managed accounts. The RBC GAM group of companies has more than C$608 billion (US$481 billion) in assets under management as of December 31, 2021. RBC purchased Phillips, Hager & North Investment Management, including the assets of BonaVista Asset Management, on May 1, 2008, and BlueBay Asset Management on December 17, 2010. RBC GAM's lists of composite descriptions, limited distribution pooled fund descriptions and broad distribution pooled funds are available upon request.

Compliance Statement: RBC GAM claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS® standards. RBC GAM has been independently verified for the periods January 1, 2002 through December 31, 2020. The verification report(s) is/are available upon request. A firm that claims compliance with the GIPS® standards must establish policies and procedures for complying with all the applicable requirements of the GIPS® standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS® standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. The U.S. Money Market - High Quality Cash Management composite has been examined for the periods January 1, 2008 - December 31, 2020. The verification and performance examination reports are available upon request.

Composite Description: The High Quality Cash Management Composite consists of accounts that invest primarily in high quality taxable securities maturing in 13 months or less.

Benchmark: The benchmark for this composite is the FTSE 3-Month T-Bill Index, which is an unmanaged index that measures the performance of U.S. Treasury Bills with a maturity of 3 months. It excludes Agency securities and commercial paper, which may be purchased by accounts invested in this strategy. Index returns are provided for comparison purposes to represent the investment environment existing during the time periods shown. An index is fully invested, includes the reinvestment of dividends and capital gains, but does not include any transaction costs, management fees, or other costs. Holdings of each separately managed account in a composite will differ from the index. An investor may not invest directly in an index.

Gross of Fees: Gross of fees performance returns are presented before management fees, but after all trading expenses. Prior to July 01, 2001, the impact of all fund expenses is included for three funds in the composite. Returns are presented net of withholding taxes on dividends, interest income and capital gains where applicable.

Net of Fees: Net of fee performance is calculated using the maximum stated annual fee of 0.12% applied monthly. Prior to January 1, 2013 net of fee performance was calculated using actual fees.

Derivatives, Leverage and Short Positions: None of these strategies are employed by any accounts in this composite.

Cash Flow Policy: This composite does not have a cash flow policy.

Minimum Account Size: There is currently no minimum account size for inclusion in this composite. Prior to January 1, 2005 the minimum size for inclusion was $500 thousand.

Creation Date: This composite was created on and has an inception date of October 1, 1994.

Composite History: Prior to December 1, 2016 this composite was called the Core Cash Management composite. Prior to March 1, 2005, this composite was called the Cash Management Composite. The composite was redefined to include registered money funds as of April 1, 2006.

Spread to Treasury is the difference in yield between a given security and a treasury with the same or similar maturity. Option adjusted spread (OAS) is used for bonds with optionality (puts, calls, etc.). OAS reduces the spread to treasury by the value of any sold, embedded, options.

Average credit rating:

Credit distribution is based upon the average of the current ratings assigned to each security in the portfolio by Moody’s, Standard and Poor’s and Fitch.

If any agency does not provide a rating, an average of the agencies providing a rating is used. If there are no ratings for a security it will be listed as Not Rated (NR).

Weighted average maturity (WAM):

The weighted average of the time until all securities in the portfolio mature.

Definitions
76 Disclosures
This document (the “Presentation”) is being provided by RBC Global Asset Management to institutional investors, is general and has not been tailored for any specific recipient or recipients and is not a solicitation of any offer to buy or sell any security or other financial instrument or to participate in any investment strategy. We are not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity. This Presentation should not be construed as tax or legal advice and is not intended to cause the recipient to become a fiduciary within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974, as amended, or Section 4975(e)(3)(B) of the Internal Revenue Code of 1986, as amended. While we have a financial interest in a transaction because we earn revenue from the sale of our products and services, we do not receive a fee or other compensation directly from you or your in-scope clients for the provision of investment advice (as opposed to other services) in connection with any such transaction.

Past performance is not indicative of future results. There can be no guarantee that any investment strategy discussed in this Presentation will achieve its investment objectives. As with all investment strategies, there is a risk of loss of all or a portion of the amount invested and there is no guarantee that any references to goals, targets, objectives or expectations discussed in the Presentation will be achieved or that the processes will succeed. Any risk management processes discussed refer to efforts to monitor and manage risk, but should not be confused with and does not imply no or low risk. The use of diversification within an investment portfolio does not assure a profit or guarantee against loss in a declining market. No chart, graph, or formula can by itself determine which securities an investor should buy or sell or which strategies should be pursued.

This Presentation contains the opinions of RBC Global Asset Management and unless otherwise indicated, all information herein is subject to change without notice. This Presentation may contain information collected from independent third party sources and has not been independently verified for accuracy or completeness by RBC Global Asset Management or its affiliates. This Presentation may not be reproduced in whole or part, and may not be delivered to any other person without the consent of RBC Global Asset Management. Not all products, services or investments described herein are available in all jurisdictions and some are available on a limited basis only, due to local regulatory and legal requirements.

RBC Global Asset Management (U.S.) Inc. (“RBC GAM-US”) is a federally registered investment adviser founded in 1983. RBC Global Asset Management (RBC GAM) is the asset management division of Royal Bank of Canada (RBC) which includes RBC Global Asset Management Inc., RBC Global Asset Management (U.S.) Inc., RBC Global Asset Management (UK) Limited, RBC Global Asset Management (Asia) Limited, and BlueBay Asset Management LLP, which are separate, but affiliated subsidiaries of RBC. ®/™ Trademark(s) of Royal Bank of Canada. Used under license. © 2021 RBC Global Asset Management (U.S.) Inc. 77 RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 1 of 14

INVESTMENT ADVISORY AGREEMENT

DISCRETIONARY
This agreement (this “Agreement”) is made this [____] day of [___________], 20__, by and between RBC Global Asset Management (U.S.) Inc. (the “Advisor”) and [_____________] (the “Client”).

1. Appointment of the Advisor.

The Advisor hereby accepts such appointment and agrees to provide investment management services with respect to the Account in accordance with this Agreement and applicable law. In the event of any conflict between the provisions of this Agreement and any other documents or agreements governing the Account the provisions of this Agreement shall prevail.

2. Authority of Advisor.
a) The Advisor shall have full and complete discretion to direct and manage the investment and reinvestment of the Assets. This Agreement shall serve to appoint the Advisor as agent and attorney-in-fact with full power and authority to act on behalf of the Account with respect to the purchase, sale, exchange, conversion or other transactions in any and all securities or other instruments with one or more broker/dealers which the Advisor shall select. Notwithstanding the foregoing, the Advisor shall not engage in short sales or margin transactions without the prior written approval of the Client.
b) It is the Client’s responsibility to advise the Advisor in writing of the investment policy or other objectives of the Account, any investment restrictions applicable to the Account, and any changes to such objectives or restrictions. The initial written statement of investment policy (the “Investment Policy”), which shall be attached hereto as Appendix A, shall have the effect of limiting the investments the Advisor is authorized to make for the Account and shall be binding upon the Advisor. The Investment Policy may be modified by the Client at any time.

The Client shall communicate any changes to the Investment Policy to the Advisor in writing at least ten business days before the date on which they shall become effective. The Client also agrees to give the Advisor prompt written notice if the Client believes any Account investments are in violation of the Investment Policy.
c) The Client may at any time add Assets to or remove them from the Account; provided that i) in order for the Advisor to conduct any necessary valuations of Assets to be transferred from the Account or other administrative matters, certain lead time may be necessary between the Client’s notice to the Advisor to transfer Assets from the Account and the subsequent removal of such assets; and ii) in no event shall such necessary lead time exceed a reasonable period from the time the Advisor receives notice of the Client’s intent to transfer Assets from the Account.
d) The Advisor may rely on persons employed by, and facilities and resources of, or delegate services hereunder to BlueBay Asset Management USA LLC and BlueBay Asset Management RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 2 of 14
LLP (or a successor to substantially all of the business of the foregoing) to assist the Advisor in providing services under this Agreement. The Advisor will be responsible under this Agreement for any action taken by the foregoing to the same extent as if the Advisor had taken such action directly.
e) Advisor is authorized to act as agent on behalf of Client to negotiate, execute, complete, adhere or enter into, deliver, amend, supplement and terminate, in Client’s name as Client’s agent and attorney-in-fact, all agreements, trade confirmations, applications, documents, certificates, authorizations, protocols, disclosures and other instruments to facilitate the investments in securities or instruments permitted by the Investment Policy.

3. Representations and Warranties of the Client.

The Client represents and warrants to the Advisor that:
a) The Client has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement.
b) This Agreement has been duly authorized, executed and delivered by the Client and is the legal, valid and binding agreement of the Client, enforceable against the Client in accordance with its terms.
c) The Client’s execution of this Agreement and the performance of its obligations under this Agreement do not conflict with or violate any provisions of any governing documents of the Client, any applicable state or federal law, or any obligations by which the Client is bound, whether by contract, operation of law or otherwise.
d) If applicable, the Client has executed and delivered to Advisor a Qualified Institutional Buyer Certification (Appendix C), and Client will immediately advise Advisor in writing of any change in status affecting such certification.

4. Representations and Warranties of the Advisor.

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 3 of 14
d) The Advisor hereby represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and shall take all actions necessary to remain duly registered under the Advisers Act.

5. Account Statements.

The Advisor shall provide the Client with quarterly statements summarizing the Assets, including cash and accrued income for individual securities, as of the last day of each calendar quarter on which the New York Stock Exchange or bond markets are open for trading, as applicable (the “Appraisal Date”). Trades which have not been settled as of the Appraisal Date and any other Assets shall be valued at fair value as determined in good faith by the Advisor. The Client understands and acknowledges that the Advisor, in making valuation determinations, may rely on the services of a third-party pricing service and that the Advisor will not independently verify information received from a third-party pricing service and is not responsible for the accuracy of such information. Notwithstanding anything to the contrary herein, valuation determinations shall be made using the Advisor’s own valuation methodology, unless otherwise agreed to in writing.

6. Compensation.

The Client shall pay to the Advisor, as full compensation for services rendered under this Agreement, a fee calculated by Advisor based on the value of the Assets as of the Appraisal Date on the statement referenced in Section 5 above. This annual fee is set forth in Appendix B and shall be paid on a quarterly basis in arrears. For the purpose of calculating such fee with respect to any calendar quarter, the value of the Assets shall be determined as of each Appraisal Date for the prior calendar quarter. If the Account is opened or terminated during a calendar quarter, the fee will be prorated based on the period of time during the quarter that the Account was open. The Advisor shall not be responsible for, and shall be reimbursed by the Client for all extraordinary out-of-pocket costs and expenses incurred by the Advisor related to its performance under this Agreement, and Advisor shall provide Client with advance notice of any such costs... The Advisor will send an invoice for the fees and expenses to the Client and its custodian, and the Client or its designee will approve the custodian’s deduction thereof from the Assets of the Account. The fees and expenses due to the Advisor under this Section 6 shall be payable within fifteen (15) days after the Client’s receipt of such invoice and the statement referred to in Section 5, but if not so paid shall, to the maximum extent permitted by applicable law, be a lien upon and payable from the Assets.

7. Custody of Securities/Transaction Procedures.

The Advisor shall not act as custodian for the Account and shall not take possession of any Assets or otherwise have custody of Assets within the meaning of Rule 206(4)-2 under the Advisers Act.

The Client shall maintain or establish, in the Client’s name, an account with a broker/dealer, bank or trust company in which the Client shall maintain or deposit the Assets. The broker/dealer, bank or trust company selected by the Client shall be the trustee or custodian of the Assets. The Client will cause such trustee or custodian to take instructions from the Advisor in order to settle purchases, sales and trades made by the Advisor, including delivery of certificated securities, payments of funds and such other acts as may be necessary to fulfill such custodial responsibilities.

The Advisor shall give notice and directions with respect to transactions in a manner that shall be agreed upon with the trustee or custodian. The Advisor shall not be responsible for any loss caused by any act or omission of the trustee or custodian. The Client shall execute any and all documents RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 4 of 14
that the Advisor may from time to time transmit to the Client for the purpose of confirming securities transactions of the Account. Notwithstanding anything to the contrary herein, additional details regarding the custodial relationship may be provided separately or in an exhibit hereto.

8. Allocation of Brokerage.

The Advisor may allocate portfolio transactions for the Account to one or more broker/dealers, which the Advisor shall select, for execution on such markets, at such prices and at such commission rates as in the Advisor’s good faith judgment will be in the Account’s best interest and in accordance with applicable law. In so doing, the Advisor will consider not only available prices and commission rates, but also other relevant factors such as, without limitation, execution capabilities, research and other services provided by such broker/dealers which are expected to enhance the Advisor’s general portfolio management capabilities, the value of an ongoing relationship of the Advisor with such broker/dealers, and the full range and quality of such broker/dealers’ services. The Advisor may, to the extent authorized by law (including without limitation, Section 28(e) of the Securities Exchange Act of 1934, as amended), cause the Client to pay a broker or dealer who provides research and other services to the Advisor an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting such transaction, in recognition of such additional services rendered by the broker or dealer, but only if the Advisor determines in good faith that the excess commission is reasonable in relation to the value of the services provided by such broker or dealer viewed in terms of the particular transaction or the Advisor’s overall responsibility with respect to discretionary accounts it manages, whether or not the Account derives all the benefit of such research services. The Advisor shall not be responsible for any loss caused by any act or omission of any broker/dealer; provided, however, that with respect to those broker/dealers that have been selected by the Advisor, the Advisor has acted prudently in the selection and continued utilization of such broker/dealers.

9. Client Information.

The Client shall provide to the Advisor or cause to be provided to the Advisor such information and reports relating to the Account and the services to be provided by the Advisor under this Agreement as the Advisor may reasonably request. The Advisor is not responsible for the accuracy of such information and reports. The Client shall compare and, to the extent necessary, take appropriate steps to reconcile statements provided by the custodian and reports provided by the Advisor.

10. Confidentiality.

All information and advice furnished by the Advisor to the Client under this Agreement shall be confidential and shall not be disclosed by the Client to third parties, except as required by law. All information furnished by the Client to the Advisor under this Agreement shall be confidential and shall not be disclosed by the Advisor to any unaffiliated third party, except as permitted by law, as necessary to effect transactions or provide other services to the Client, or as otherwise requested or authorized by the Client. The obligations in this Section 10 shall not apply to Client or Advisor in circumstances in which (i) the other party has authorized such disclosure expressly in writing; (ii) such disclosure is compelled by law, subpoena or other valid legal process, or is required or requested by applicable federal or state or other regulatory authorities; or (iii) information is disclosed to third party advisors (including legal counsel), provided that the parties use reasonable RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 5 of 14
efforts to ensure that such third parties agree to keep such information confidential as provided in this Agreement. This Section 10 shall not apply to information a party to this Agreement can establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from a third party whom the party reasonably believes is not also under an obligation of confidentiality pursuant to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information. Client acknowledges that the Advisor may provide a separate privacy notice to Client, which further describes the circumstances in which the Advisor may share the Client's information. Further, in receiving holdings data, Client agrees that the data is not being obtained in order to effect securities transactions based upon such information or to provide such information to another party except as permitted under this Agreement.

11. Limitations on Liability.

The Advisor undertakes to perform only those duties that are specifically set forth in this Agreement or that are otherwise required under applicable law. Except for bad faith, intentional misconduct or negligence in regard to the Advisor’s performance of its duties under this Agreement, neither the Advisor nor any of its directors, officers, employees or agents shall be liable for any acts or omissions or for any loss suffered by the Account. The Advisor and its directors, officers, employees and agents shall be entitled to rely, and shall be protected from liability in relying, upon any information or instructions furnished to it (or any of them as individuals) which is believed in good faith to be accurate and reliable. The Client understands and acknowledges that the Advisor does not warrant any rate of return, market value or performance of any Assets in the Account. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Client may have under such laws or regulations.

12. Receipt of Disclosures.

The Client acknowledges receipt of the Advisor’s brochure prepared pursuant to Part 2A of Form ADV and brochure supplement prepared pursuant to Part 2B of Form ADV prior to the Client entering into this Agreement.

13. Services for Other Clients.

The Client acknowledges that the Advisor provides investment advisory services for other clients.

The Client agrees that the Advisor may give advice or take action with respect to any of its other clients which may differ from advice given, or the timing or nature of action taken, with respect to the Account, so long as it is the Advisor’s policy, to the extent practical, to allocate investment opportunities to the Account over a period of time on a fair and equitable basis relative to other clients. The Advisor shall have no obligation to purchase or sell for the Account any security which the Advisor, its directors, officers, employees or agents may purchase or sell for their own accounts or for the account of any other client, if in the Advisor’s opinion such transaction appears unsuitable, impractical or undesirable for the Account.

14. Termination/Amendment.

This Agreement shall continue in full force and effect until terminated in accordance with the provisions of this Section 14. Either party may terminate this Agreement by giving written notice RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 6 of 14
to the other party at least thirty (30) days prior to the date on which the termination is to take effect.

This Agreement may be amended only by an instrument in writing duly executed by both parties.

15. No Assignment.

The Advisor shall not assign this Agreement (as such term is construed under the Advisers Act) to any other person without the prior written consent of the Client.

16. Proxy Voting, Corporate Actions; Legal Filings.
(a) All proxies solicited by or with respect to the issuers of securities in which the Account may be invested from time to time shall be voted by either the Client or the Advisor, as separately agreed upon by the parties during the onboarding process. If the Advisor (or a proxy-voting service engaged by the Advisor) is responsible for voting proxies, the Client agrees to instruct its custodian to promptly forward all proxy materials to the Advisor or any proxy-voting service designated by the Advisor, and Advisor shall not be responsible for any acts or omissions of Client’s custodian. The Client may select from the Advisor’s available proxy voting guidelines in effect from time to time, and Advisor, or proxy voting service engaged by Advisor, shall vote proxies in a manner consistent with such proxy voting guidelines. The Advisor, or the proxy voting service engaged by the Advisor, will issue a report to the Client, no less frequently than annually, indicating the proxies that were voted with respect to the securities held in the Account. Upon request by the Client, the Advisor will provide the Client with a copy of its proxy voting policies or other reasonable information regarding the Advisor’s proxy voting activities with respect to the Account. (b) Unless otherwise agreed to by Advisor and Client, Advisor shall direct Client’s custodian as to how Client’s custodian should respond to voluntary corporate actions relating to the Account.
(c) The Client or its designee shall be responsible for all legal or administrative filings related to securities or instruments held in the Account, including but not limited to proofs of claims or claims in class actions.

17. Notice; Electronic Delivery.

Any notice, report or statement to be given pursuant to this Agreement shall be deemed to have been duly given or made to the Advisor or the Client when received by the respective party at its address set forth below:
(a) If to the Advisor:

RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street, Suite 2350
Minneapolis, Minnesota 55402-1546
Attn: Client Service
Email: [email protected]
(b) If to the Client, to:

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 7 of 14
[Client]
[Address]
Email: [_______]
or, alternatively, to such other address as the person to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above.

The Client consents to electronic delivery of any and all documents related to the Account and this Agreement, including portfolio statements and transactions, quarterly and supplemental reports, transaction confirmations, regulatory reports and disclosures, invoices and other related notices or documents. For this purpose, electronic delivery will include, without limitation, delivery by means of an email to the email address(es) notified by Client in writing (which may be given electronically). The Client acknowledges that it may receive a paper copy of any documents delivered electronically, at no cost to it, by contacting the Advisor, and that the Advisor may provide it with a paper copy if the attempted electronic delivery of any document fails. The Client agrees to immediately notify Advisor in writing (which may be given electronically) if there is a change in the email address to which such documents are to be delivered or if an email address is no longer valid. The Client’s consent to electronic delivery of the documents will be valid and remain in effect until the earlier of (a) the termination of this Agreement as set forth in Section 15 hereof, and (b) the withdrawal of the Client’s consent to electronic delivery by written notice (which may be given electronically) by Client to Advisor.

18. Governing Law.

This Agreement shall be governed by the laws of the State of Minnesota without reference to its conflicts or choice of laws principles.

19. Counterparts.

This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same Agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 8 of 14
IN WITNESS WHEREOF, the Client and the Advisor have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above. [CLIENT NAME]
By: __________________________
Name:

Title:

RBCGLOBAL ASSET MANAGEMENT (U.S.)INC.

By: __________________________
Name:

Title:

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 9 of 14

APPENDIX A
Investment Policy
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 10 of 14

APPENDIX B
Fee Schedule
[_________]
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 11 of 14

APPENDIX C

CERTIFICATE OF QUALIFIED INSTITUTIONAL BUYER
UNDER RULE 144A UNDER THE SECURITIES ACT OF 1933
TO: RBC GLOBAL ASSET MANAGEMENT (U.S.) INC. (“RBC GAM-US”) The undersigned hereby:
(a) authorizes RBC GAM-US to purchase and resell securities on its behalf in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Act”); (b) certifies that it is familiar with Rule 144A; and
(c) agrees that RBC GAM-US and persons selling securities to or engaging in transactions with RBC GAM-US acting on behalf of the undersigned in accordance with Rule 144A may rely on the representations and acknowledgements contained in this certificate.

The undersigned hereby represents and acknowledges that:

I. it is a Qualified Institutional Buyer (“QIB”), as defined in Rule 144A, of the following type:

Please circle the applicable letter(s) and/or number(s). a. For U.S. persons completing this form:
i. Any of the following entities, acting for its own account or the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:

1. Any insurance company as defined in section 2(a)(13) 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.

2. Any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;

3. 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;

4. 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;

5. Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);

6. Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (a)(4) or (5) of this section, except trust funds that include as participants individual retirement accounts or H.R. 10 plans.

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 12 of 14

7. Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

8. Any 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 savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

9. Any investment adviserregistered under the Investment Advisers Act of 1940. ii. Any dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended (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; iii. Any 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 iii, “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.
iv. Any 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” 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 trusts, the same depositor), Provided That, for purposes of this section:

1. 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

2. 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 QIBs, acting for its own account or the accounts of other QIBs; 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 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 RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 13 of 14
months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.
b. For Non-U.S. Persons completing this form:
i. Any non-U.S. corporation or limited liability company (other than a bank, savings and loan or similar institution referred to in (ii) below), a partnership, or a business trust that is similar to a “Massachusetts business trust” (in that it is organized to conduct business and treated as a corporation or partnership under local law), in each case, that is organized under the laws of a non-U.S. jurisdiction and in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A.
ii. Any non-U.S. bank or savings and loan association or equivalent institution that (1) in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A, and (2) had an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements. iii. Any non-U.S. dealer registered with the U.S. Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934.
iv. Any non-U.S. investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the U.S. Investment Advisers Act of 1940 and in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A. v. Any entity organized under the laws of a non-U.S. jurisdiction, all of the equity owners of which are qualified institutional buyers (each satisfying one or more of Section I.a.i - iv above or Section I.b.i - iv above).
“Eligible Securities” includes all securities within the meaning of the Act, except: (i) securities of issuers that are affiliated with the buyer (or if the buyer is an investment company, are securities issued by a member of its “family of investment companies”); (ii) bank deposit notes and certificates of deposit; (iii) loan participations; (iv) repurchase agreements; (v) securities owned but subject to a repurchase agreement; and (vi) currency, interest rate and commodity swaps.

The value of eligible securities must be calculated based on cost (or on the basis of market value if (a) the entity reports its securities holdings in its financial statements on the basis of their market value and (b) no current information with respect to the cost of those securities has been published).

In determining the aggregate amount of securities owned by an entity or invested by the entity 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 consolidated financial statements of another enterprise.

II. as of _______________________, 20 _____,1
1 This date must be on or after the undersigned’s most recent fiscal year.

RBC GLOBAL ASSET MANAGEMENT (U.S.) INC Page 14 of 14
III. the undersigned owned or invested on a discretionary basis, $ ___________________ in “eligible securities.”2
IV. the undersigned’s current fiscal year ends on _________________, 20 _____.

DATED: ________________________________, 20 ______.
______________________________
Name of Institution
______________________________
Officer Signature
______________________________
Officer Name (please print)
______________________________
Officer’s Title3
2 In the case of a family of investment companies, please include the amount of securities owned by the family of investment companies.
3 This certificate must be signed by the institution’s Chief Financial Officer, a person fulfilling an equivalent function, or another executive officer or, if the institution is a member of a “family of investment companies”, the certification must be signed by an executive officer of such institution’s investment adviser. 1 GIPS® Composite Report
The GIPS® Composite Report is incomplete without the full disclosures, continued on the next page n/a = not applicable, Std dev = Standard deviation
1 As at 3.31.2022
Annual returns
Annualized returns (%)
Year end
Composite
gross
return (%)
Composite
net return
(%)
Benchmark
return
(%)
Composite
3 yr std dev
(%)
Benchmark
3 yr std dev
(%)
Number of
portfolios
Internal
dispersion
(%)
Composite
assets
(millions)
Firm assets
(millions)
YTD 2022 0.01 -0.02 0.03 0.28 0.27 3 0.00 2,861.7 462,913.0 2021 0.10 -0.02 0.05 0.30 0.29 3 0.01 3,208.0 481,049.3 2020 0.70 0.58 0.58 0.25 0.24 5 0.04 4,778.5 424,813.8
2019 2.34 2.22 2.25 0.18 0.19 5 0.04 3,827.7 361,400.0
2018 2.03 1.90 1.86 0.19 0.20 5 0.05 3,732.0 305,983.2
2017 1.01 0.89 0.84 0.10 0.11 5 0.05 3,265.5 331,885.2
2016 0.55 0.43 0.27 0.05 0.03 5 0.05 2,947.3 289,538.6
2015 0.23 0.11 0.03 0.01 0.01 5 0.03 10,573.6 276,979.3 2014 0.17 0.05 0.03 0.07 0.01 5 0.01 12,111.9 302,064.4 2013 0.21 0.09 0.05 0.07 0.01 9 0.03 16,786.0 296,003.0 2012 0.28 0.19 0.07 0.07 0.01 10 0.06 18,054.1 279,416.3 Composite or benchmark QTD YTD 1 year 3 year 5 year 7 year 10 year Composite – Gross of fees 0.01 0.01 0.08 0.83 1.20 0.99 0.75 Composite – Net of fees -0.02 -0.02 -0.04 0.71 1.08 0.86 0.63 Benchmark 0.03 0.03 0.06 0.76 1.09 0.84 0.60
Composite name: RBC GAM U.S. Money Market - High Quality Cash Management Inception date: October 1, 1994
Benchmark: FTSE 3 Month US T Bill Index
Currency: USD
2 As at 3.31.2022
Description of the Firm: For the purposes of Global Investment Performance Standards (GIPS®), RBC Global Asset Management is the asset management division of Royal Bank of Canada (RBC) operating under the following brands: RBC Global Asset Management (RBC GAM) in Canada, the U.S. (institutional), the U.K. and Hong Kong; PH&N Institutional; and BlueBay Asset Management (institutional). With offices around the world, RBC GAM offers a full range of global investment solutions in cash management and fixed income, equity, balanced, alternative, and specialty investment strategies through mutual funds, hedge funds, pooled funds and separately managed accounts. The RBC GAM group of companies has more than C$608 billion (US$481 billion) in assets under management as of December 31, 2021. RBC purchased Phillips, Hager & North Investment Management, including the assets of BonaVista Asset Management, on May 1, 2008, and BlueBay Asset Management on December 17, 2010. RBC GAM's lists of composite descriptions, limited distribution pooled fund descriptions and broad distribution pooled funds are available upon request.

Compliance Statement: RBC GAM claims compliance with the Global Investment Performance Standards (GIPS®) and has prepared and presented this report in compliance with the GIPS® standards. RBC GAM has been independently verified for the periods January 1, 2002 through December 31, 2020. The verification report(s) is/are available upon request. A firm that claims compliance with the GIPS® standards must establish policies and procedures for complying with all the applicable requirements of the GIPS® standards. Verification provides assurance on whether the firm's policies and procedures related to composite and pooled fund maintenance, as well as the calculation, presentation, and distribution of performance, have been designed in compliance with the GIPS® standards and have been implemented on a firm-wide basis. Verification does not provide assurance on the accuracy of any specific performance report. The U.S. Money Market - High Quality Cash Management composite has been examined for the periods January 1, 2008 - December 31, 2020. The verification and performance examination reports are available upon request.

Composite Description: The High Quality Cash Management Composite consists of accounts that invest primarily in high quality taxable securities maturing in 13 months or less.

Net of Fees: Net of fee performance is calculated using the maximum stated annual fee of 0.12% applied monthly. Prior to January 1, 2013 net of fee performance was calculated using actual fees.

Derivatives, Leverage and Short Positions: None of these strategies are employed by any accounts in this composite.

Cash Flow Policy: This composite does not have a cash flow policy.

Minimum Account Size: There is currently no minimum account size for inclusion in this composite. Prior to January 1, 2005 the minimum size for inclusion was $500 thousand.

Creation Date: This composite was created on and has an inception date of October 1, 1994.

GIPS® is a registered trademark of CFA Institute. CFA Institute does not endorse or promote this organization, nor does it warrant the accuracy or quality of the content contained herein. ®/™ Trademark(s) of Royal Bank of Canada. Used under license. © RBC Global Asset Management Inc., 2022 GIPS® Composite Report
2 Composite name: RBC GAM U.S. Money Market - High Quality Cash Management Inception date: October 1, 1994
Benchmark: FTSE 3 Month US T Bill Index
Currency: USD
1 GIPS® Composite Report
The GIPS® Composite Report is incomplete without the full disclosures, continued on the next page n/a = not applicable, Std dev = Standard deviation
1 As at 3.31.2022
Annual returns
Annualized returns (%)
Year end
Composite
gross
return (%)
Composite
net return
(%)
Benchmark
return
(%)
Composite
3 yr std dev
(%)
Benchmark
3 yr std dev
(%)
Number of
portfolios
Internal
dispersion
(%)
Composite
assets
(millions)
Firm assets
(millions)
YTD 2022 -0.97 -1.02 -0.25 0.66 0.40 4 0.30 951.3 462,913.0 2021 0.00 -0.20 0.10 0.53 0.39 4 0.04 965.1 481,049.3
2020 1.78 1.57 1.31 0.49 0.31 3 0.41 595.2 424,813.8
2019 3.18 2.97 2.69 0.41 0.26 3 0.18 485.8 361,400.0
2018 1.83 1.62 1.99 0.39 0.20 5 - 492.9 305,983.2
2017 1.42 1.22 0.98 0.36 0.14 3 - 863.9 331,885.2
2016 1.31 1.11 0.80 0.36 0.12 2 - 368.5 289,538.6
2015 0.33 0.13 0.26 0.23 0.06 2 0.02 341.6 276,979.3
2014 0.52 0.32 0.18 0.25 0.06 3 0.15 1,592.7 302,064.4
2013 0.51 0.31 0.25 0.28 0.07 2 0.15 341.8 296,003.0
2012 0.99 0.94 0.36 n/a n/a 2 0.36 338.6 279,416.3
Composite or benchmark QTD YTD 1 year 3 year 5 year 7 year 10 year Composite – Gross of fees -0.97 -0.97 -1.01 0.98 1.35 1.22 1.04 Composite – Net of fees -1.02 -1.02 -1.21 0.78 1.14 1.02 0.85 Benchmark -0.25 -0.25 -0.22 1.03 1.32 1.11 0.85
Composite name: RBC GAM U.S. Fixed Income - Ultra Short Duration High Quality Inception date: June 1, 2010
Benchmark: Bloomberg Short-Term U.S. Government/Corporate Index Currency: USD
2 As at 3.31.2022
Description of the Firm: For the purposes of Global Investment Performance Standards (GIPS®), RBC Global Asset Management is the asset management division of Royal Bank of Canada (RBC) operating under the following brands: RBC Global Asset Management (RBC GAM) in Canada, the U.S. (institutional), the U.K. and Hong Kong; PH&N Institutional; and BlueBay Asset Management (institutional). With offices around the world, RBC GAM offers a full range of global investment solutions in cash management and fixed income, equity, balanced, alternative, and specialty investment strategies through mutual funds, hedge funds, pooled funds and separately managed accounts. The RBC GAM group of companies has more than C$608 billion (US$481 billion) in assets under management as of December 31, 2021. RBC purchased Phillips, Hager & North Investment Management, including the assets of BonaVista Asset Management, on May 1, 2008, and BlueBay Asset Management on December 17, 2010. RBC GAM's lists of composite descriptions, limited distribution pooled fund descriptions and broad distribution pooled funds are available upon request.

Net of Fees: Net of fee performance is calculated using the maximum stated annual fee of 0.20% applied monthly. Prior to January 1, 2013 net of fee performance was calculated using actual fees.

Minimum Account Size: There is no minimum account size for this composite.

Creation Date: This composite was created on August 1, 2010 and has an inception date of June 1, 2010.

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 1 of 27 ends

INVESTMENT ADVISORY AGREEMENT

DISCRETIONARY
This agreement (this “Agreement”) is made this [____] day of [___________], 2022, by and between RBC Global Asset Management (U.S.) Inc. (the “Advisor”) and Central Coast Community Energy (“CCCE” or the “Client”).

1. Appointment of the Advisor.

The Client hereby opens an investment account (the “Account”) with the Advisor and authorizes the Advisor to act as its agent in the management of all assets from time to time held in the Account (the “Assets”). The Client hereby appoints the Advisor as its investment adviser and fiduciary with respect to the Assets, and delegates to the Advisor the authority to manage, acquire and dispose of the Assets. The Advisor hereby accepts such appointment, assumes full responsibility for investment of the Assets as set forth herein, and agrees to provide investment management services with respect to the Account in accordance with this Agreement and applicable law. In the event of any conflict between the provisions of this Agreement and any other documents or agreements governing the Account the provisions of this Agreement shall prevail.

2. Fiduciary Status of the Advisor
Advisor acknowledges that this Agreement places it in a fiduciary relationship with Client. As a fiduciary, Advisor shall discharge each of its duties and exercise each of its powers under this Agreement (i) solely in the best interest of Client, and (ii) with the competence, care, skill, prudence and diligence under the circumstances then prevailing and that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and with the customary standard of care of a professional investment manager and shall act consistently with its duty of care, loyalty, and best execution to Client with respect to the assets that it invests on Client’s behalf (“Standard of Care”). Advisor shall cause any and all of its agents to adhere to the same Standard of Care, and shall be liable to Client for any claim which arises from or relates to any failure by Advisor or any of its agents to exercise this Standard of Care.

3. Authority of Advisor.
a) The Advisor shall have full and complete discretion to direct and manage the investment and reinvestment of the Assets. This Agreement shall serve to appoint the Advisor as agent and attorney-in-fact with full power and authority to act on behalf of the Account with respect to the purchase, sale, exchange, conversion or other transactions in any and all securities or other instruments with one or more broker/dealers which the Advisor shall select. Notwithstanding the foregoing, the Advisor shall not engage in short sales or margin transactions without the prior written approval of the Client.
b) It is the Client’s responsibility to advise the Advisor in writing of the investment policy or other objectives of the Account, any investment restrictions applicable to the Account, and any 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 2 of 27 ends

changes to such objectives or restrictions. The initial written statement of investment policy (the “Investment Policy”), which shall be attached hereto as Appendix A, shall have the effect of limiting the investments the Advisor is authorized to make for the Account and shall be binding upon the Advisor. The Investment Policy may be modified by the Client at any time.

The Advisor will be responsible under this Agreement for any action taken by the foregoing to the same extent as if the Advisor had taken such action directly. e) Advisor is authorized to act as agent on behalf of Client to negotiate, execute, complete, adhere or enter into, deliver, amend, supplement and terminate, in Client’s name as Client’s agent and attorney-in-fact, all agreements, trade confirmations, applications, documents, certificates, authorizations, protocols, disclosures and other instruments to facilitate the investments in securities or instruments permitted by the Investment Policy.

3. Representations and Warranties of the Client.

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 3 of 27 ends

d) [If applicable, the Client has executed and delivered to Advisor a Qualified Institutional Buyer Certification (Appendix C), and Client will immediately advise Advisor in writing of any change in status affecting such certification.]

4. Representations and Warranties of the Advisor.

The Advisor represents and warrants to the Client that:
a) The Advisor has the requisite legal capacity and authority to execute, deliver and perform its obligations under this Agreement.
b) This Agreement has been duly authorized, executed and delivered by the Advisor and is the legal, valid and binding agreement of the Advisor, enforceable against the Advisor in accordance with its terms.
c) The Advisor’s execution of this Agreement and the performance of its obligations under this Agreement do not conflict with or violate any provisions of any governing documents of the Advisor, any applicable state or federal law, or any obligations by which the Advisor is bound, whether by contract, operation of law or otherwise.
d) The Advisor hereby represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and shall take all actions necessary to remain duly registered under the Advisers Act. e) The Advisor has and will maintain adequate fiduciary liability insurance coverage in an amount that is appropriate and adequate for the Advisor’s business for the duration of this Agreement.

Advisor shall provide evidence of policy coverage and limits in effect for the term of this Agreement to the Client.

5. Account Statements; Fee Disclosure.

The Advisor shall provide the Client with monthly statements summarizing the Assets, including cash and accrued income for individual securities, as of the last day of each calendar quarter on which the New York Stock Exchange or bond markets are open for trading, as applicable (the “Appraisal Date”). Trades which have not been settled as of the Appraisal Date and any other Assets shall be valued at fair value as determined in good faith by the Advisor. The Client understands and acknowledges that the Advisor, in making valuation determinations, may reasonably rely on the services of a third-party pricing service and that the Advisor will not independently verify information received from a third-party pricing service and is not responsible for the accuracy of such information. Notwithstanding anything to the contrary herein, valuation determinations shall be made using the Advisor’s own valuation methodology, unless otherwise agreed to in writing. Advisor shall promptly disclose in writing to the Client all fees, bonuses and other compensation paid or promised, or benefit of any kind given or promised (collectively, 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 4 of 27 ends

“Benefit”) by or on behalf of the Advisor to (i) any placement agent or finder, or (ii) any of the Advisors consultants, advisors (other than the Advisor), or affiliates, any person reasonably believed to be an officer, director or employee of such person, and any other person with a relationship to the Client (the “Fee Disclosure”) in connection with this Agreement. Advisor shall comply with applicable SEC rules and regulations with respect to any such payments.

6. Soft Dollars Commitments
Soft dollar arrangements are not in scope for this Agreement. Should soft dollars ever come into scope, the following terms shall apply:
a) In the event that Advisor enters into any soft dollar arrangement with respect to any of the Assets, then (1) Client shall receive its equitable pro rata share of soft dollar related research and other brokerage services; (2) such selection of broker-dealers shall be made in accordance with the Advisers Act and the Exchange Act; (3) if an affiliate of Advisor is used as broker-dealer, the brokerage rate charged must comply with the standards set forth in this paragraph and shall not exceed the rate the broker-dealer charges comparable accounts for the effectuation of comparable transactions on behalf of unaffiliated third parties; and (4) Advisor shall provide Client with a monthly statement of each broker-dealer’s soft dollars and the total commissions paid to each broker-dealer for the Client Account, in addition to such other statements and reports as detailed below.
b) From the inception of this Agreement, with respect to the Assets, Advisor shall conduct its soft dollar and directed brokerage arrangements in accordance with Chapter 11.5, Governmental Investors, Sections 6930 et seq. of Division 7, Title 1 of the Government Code and Section 28(e) of the Exchange Act. The term “soft dollar and directed brokerage arrangements” shall have the same meaning herein as in Section 6930 of the Government Code. c) Each securities transaction or brokerage agreement carried out by Advisor pursuant to a soft dollar and directed brokerage arrangement shall be executed at the lowest responsible transaction cost available, as required by Government Code Section 6931. d) Advisor shall maintain complete and detailed records of all billed services provided pursuant to soft dollar and directed brokerage arrangements.
e) The services provided by a broker/dealer pursuant to soft dollar and directed brokerage arrangements shall be for specific services, which from time to time may be amended, such as for computer services, investment consulting services, capital partner information services, investment management fees, custodial fees, and research and brokerage services defined in Section 28(e) of the Exchange Act.
f) Advisor shall disclose all of the following:

On a monthly basis:
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 5 of 27 ends

(i) A list of all billed services provided pursuant to soft dollar and directed brokerage arrangements with respect to investment transactions for Client; (ii) The justification for providing each of those services; and (ii) The maximum percentage of the investment transactions of Client planned for use in soft dollar and directed brokerage arrangements.

On an annual basis:
(i) An annual statement of all billed services provided during the previous year under soft dollar and directed brokerage arrangements with respect to investment transactions for Client; and
(ii) A determination of whether each service provided under soft dollar and directed brokerage arrangements with respect to investment transactions for Client is proprietary or is being shared by other clients of Advisor

7. Compensation.

Notwithstanding anything in this Section 7 or in Appendix B to the contrary, Advisor’s fees will be offset on a dollar-for-dollar basis by any discounts, rebates or the like paid to Advisor by any third party in connection with management of Client’s Account. The Advisor shall not be responsible for, and shall be reimbursed by the Client for reasonable extraordinary out-of-pocket costs and expenses incurred by the Advisor related to its performance under this Agreement, and Advisor shall provide Client with advance notice of any such costs. The Advisor will send an invoice for the fees and expenses to the Client and its custodian, and the Client or its designee will approve the custodian’s deduction thereof from the Assets of the Account. The fees and expenses due to the Advisor under this Section 6 shall be payable within fifteen (15) days after the Client’s receipt of such invoice and the statement referred to in Section 5, but if not so paid shall, to the maximum extent permitted by applicable law, be a lien upon and payable from the Assets.

Solely when the Account exceeds $100,000,000.00 in Assets, the Advisor represents that, if the Advisor enters into an agreement with another separately managed account client (“Other Client”) having substantially the same investment strategy with an investment size equal to or less than the size of the Account (determined by reference to assets measured at the end of each calendar quarter) (a “Comparable Account”) providing a lower fee schedule than those fees paid hereunder (the “Alternative Fee Schedule”), Advisor shall disclose such Alternative Fee Schedule to the Client. The Client shall have the option of accepting the Alternative Fee Schedule, in its entirety, but only for so long as the Alternative Fee Schedule with the Other Client continues. A 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 6 of 27 ends

Comparable Account does not include (1) any Other Client with a performance-based investment management fee, (2) any fee waiver or rebate granted by the Advisor to an Other Client, (3) any commingled funds that are sponsored by the Advisor, (4) any subadvisory or eleeomosynary clients or any seed investors, (5) any Other Client who is an affiliate of, or related party to, the Advisor, or (6) a fee discount granted to an Other Client with substantially the same investment strategy but a smaller investment size, but which is part of a larger collective relationship, including without limitation a consultant relationship, with the Advisor.

8. Custody of Securities/Transaction Procedures.

The Advisor shall not act as custodian for the Account and shall not take possession of any Assets or otherwise have custody of Assets within the meaning of Rule 206(4)-2 under the Advisers Act.

The Advisor shall give notice and directions with respect to transactions in a manner that shall be agreed upon with the trustee or custodian. The Advisor shall not be responsible for any loss caused by any act or omission of the trustee or custodian. The Client shall execute any and all documents that the Advisor may from time to time transmit to the Client for the purpose of confirming securities transactions of the Account. Notwithstanding anything to the contrary herein, additional details regarding the custodial relationship may be provided separately or in an exhibit hereto.

9. Allocation of Brokerage.

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 7 of 27 ends

caused by any act or omission of any broker/dealer; provided, however, that with respect to those broker/dealers that have been selected by the Advisor, the Advisor has acted prudently in the selection and continued utilization of such broker/dealers.

10. Client Information.

11. Confidentiality.

All information and advice furnished by the Advisor to the Client under this Agreement shall be confidential and shall not be disclosed by the Client to third parties, except as required by law. All information furnished by the Client to the Advisor under this Agreement shall be confidential and shall not be disclosed by the Advisor to any unaffiliated third party, except as permitted by law, as necessary to effect transactions or provide other services to the Client, or as otherwise requested or authorized by the Client. The obligations in this Section 10 shall not apply to Client or Advisor in circumstances in which (i) the other party has authorized such disclosure expressly in writing; (ii) such disclosure is compelled by law, subpoena or other valid legal process, or is required or requested by applicable federal or state or other regulatory authorities; or (iii) information is disclosed to third party advisors (including legal counsel), provided that the parties use reasonable efforts to ensure that such third parties agree to keep such information confidential as provided in this Agreement. This Section 10 shall not apply to information a party to this Agreement can establish was (a) known to the party prior to this Agreement; (b) rightfully acquired by the party from a third party whom the party reasonably believes is not also under an obligation of confidentiality pursuant to this Agreement; (c) placed in public domain without fault of the party or its affiliates; or (d) independently developed by the party without reference or reliance upon the nonpublic information. Client acknowledges that the Advisor may provide a separate privacy notice to Client, which further describes the circumstances in which the Advisor may share the Client’s information. Further, in receiving holdings data, Client agrees that the data is not being obtained in order to effect securities transactions based upon such information or to provide such information to another party except as permitted under this Agreement.

12. Limitations on Liability.

The Advisor undertakes to perform only those duties that are specifically set forth in this Agreement or that are otherwise required under applicable law. The Advisor and its directors, officers, employees and agents shall be entitled to rely, and shall be protected from liability in relying, upon any information or instructions furnished to it (or any of them as individuals) which is believed in good faith to be accurate and reliable. The Client understands and acknowledges that the Advisor does not warrant any rate of return, market value or performance of any Assets in the 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 8 of 27 ends

Account. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Client may have under such laws or regulations.

13. Indemnification
Advisor shall indemnify, defend, and hold harmless Client, its directors, board members, officers, agents and employees (the “Client Indemnified Parties”) from any claim, liability, loss, injury or damage arising out of, or in connection with, Advisor’s breach of any representation or warranty under this Agreement, willful misconduct, fraud, failure to act in accordance with the Standard of Care, violation of applicable law, or negligence in carrying out its duties under this Agreement, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by Client or acting on behalf of Client. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the Client Indemnified Parties. Advisor shall reimburse Client for all costs, reasonable attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which the Advisor is obligated to indemnify, defend and hold harmless the Client Indemnified Parties under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall Advisor be liable for any special, indirect, consequential or punitive damages.

14. Insurance Requirements
Prior to commencement of this Agreement, the Advisor shall provide a “Certificate of Insurance” certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, the Advisor upon request shall provide a certified copy of the policy or policies. This verification of coverage shall be sent to Client.

Without limiting Advisor’s duty to defend and indemnify, Advisor shall maintain in effect throughout the term of this Agreement a policy or policies of insurance with the following minimum limits of liability:

Commercial General Liability Insurance, including but not limited to premises and operations, including coverage for Bodily Injury and Property Damage, Personal Injury, Contractual Liability, Broad form Property Damage, Independent Contractors, Products and Completed Operations, and cross-liability with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate.

Business Automobile Liability Insurance, covering all motor vehicles, including owned, leased, non-owned, and hired vehicles, used in providing services under this Agreement, with a combined single limit for Bodily Injury and Property Damage of not less than $500,000 per occurrence.

Workers’ Compensation Insurance, if Advisor employs others in the performance of this Agreement, in accordance with California Labor Code section 3700 and with Employer’s Liability 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 9 of 27 ends

limits not less than $1,000,000 each person, $1,000,000 each accident and $1,000,000 each disease.

Professional Liability Insurance, if required for the professional services being provided, (e.g., those persons authorized by a license to engage in a business or profession regulated by the California Business and Professions Code), in the amount of not less than $1,000,000 per claim and $2,000,000 in the aggregate, to cover liability for malpractice or errors or omissions made in the course of rendering professional services. If professional liability insurance is written on a “claims-made” basis rather than an occurrence basis, the Advisor shall, upon the expiration or earlier termination of this Agreement, obtain extended reporting coverage (“tail coverage”) with the same liability limits. Any such tail coverage shall continue for at least three years following the expiration or earlier termination of this Agreement.

Unless otherwise specified by this Agreement, all such insurance shall be written on an occurrence basis, or, if the policy is not written on an occurrence basis, such policy with the coverage required herein shall continue in effect for a period of three years following the date Advisor completes its performance of services under this Agreement.

Commercial general liability and automobile liability policies shall provide an endorsement naming CCCE, its Directors, Board members, officers, agents, and employees as Additional Insureds with respect to liability arising out of the Advisor work, including ongoing and completed operations, and shall further provide that such insurance is primary insurance to any insurance or self-insurance maintained by Client and that the insurance of the Additional Insureds shall not be called upon to contribute to a loss covered by the Advisor’s insurance.

15. Receipt of Disclosures.

16. Services for Other Clients.

The Client acknowledges that the Advisor provides investment advisory services for other clients.

17. Termination/Amendment.
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 10 of 27 ends

This Agreement shall continue in full force and effect until terminated in accordance with the provisions of this Section 17. Either party may terminate this Agreement by giving written notice to the other party at least thirty (30) days prior to the date on which the termination is to take effect.

This Agreement may be amended only by an instrument in writing duly executed by both parties.

18. No Assignment.

The Advisor shall not assign (as such term is construed under the Advisers Act) this Agreement to any other person without the prior written consent of the Client.

19. Proxy Voting, Corporate Actions; Legal Filings.
(a) All proxies solicited by or with respect to the issuers of securities in which the Account may be invested from time to time shall be voted by either the Client or the Advisor, as separately agreed upon by the parties during the onboarding process. If the Advisor (or a proxy-voting service engaged by the Advisor) is responsible for voting proxies, the Client agrees to instruct its custodian to promptly forward all proxy materials to the Advisor or any proxy-voting service reasonably designated by the Advisor, and Advisor shall not be responsible for any acts or omissions of Client’s custodian. The Client may select from the Advisor’s available proxy voting guidelines in effect from time to time, and Advisor, or proxy voting service engaged by Advisor, shall vote proxies in a manner consistent with such proxy voting guidelines. The Advisor, or the proxy voting service engaged by the Advisor, will issue a report to the Client, no less frequently than annually, indicating the proxies that were voted with respect to the securities held in the Account. Upon request by the Client, the Advisor will provide the Client with a copy of its proxy voting policies or other reasonable information regarding the Advisor’s proxy voting activities with respect to the Account. (b) Unless otherwise agreed to by Advisor and Client, Advisor shall direct Client’s custodian as to how Client’s custodian should respond to voluntary corporate actions relating to the Account.
(c) The Client or its designee shall be responsible for all legal or administrative filings related to securities or instruments held in the Account, including but not limited to proofs of claims or claims in class actions.

20. Notice; Electronic Delivery.

RBC Global Asset Management (U.S.) Inc.
50 South Sixth Street, Suite 2350
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 11 of 27 ends

Minneapolis, Minnesota 55402-1546
Attn: Client Service
Email: [email protected]
(b) If to the Client, to:

Central Coast Community Energy
70 Garden Court, Suite 300
Monterey, CA 93940
Attn: Jaya Bajpai, Chief Financial Officer
Email: [email protected]
or, alternatively, to such other address as the person to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above.

The Client consents to electronic delivery of any and all documents related to the Account and this Agreement, including portfolio statements and transactions, quarterly and supplemental reports, transaction confirmations, regulatory reports and disclosures, invoices and other related notices or documents. For this purpose, electronic delivery will include, without limitation, delivery by means of an email to the email address(es) notified by Client in writing (which may be given electronically). The Client acknowledges that it may receive a paper copy of any documents delivered electronically, at no cost to it, by contacting the Advisor, and that the Advisor may provide it with a paper copy if the attempted electronic delivery of any document fails. The Client agrees to immediately notify Advisor in writing (which may be given electronically) if there is a change in the email address to which such documents are to be delivered or if an email address is no longer valid. The Client’s consent to electronic delivery of the documents will be valid and remain in effect until the earlier of (a) the termination of this Agreement as set forth in Section 17 hereof, and (b) the withdrawal of the Client’s consent to electronic delivery by written notice (which may be given electronically) by Client to Advisor.

21. Governing Law.

This Agreement shall be governed by the laws of the State of California without reference to its conflicts or choice of laws principles.

22. Non-Discrimination
During the performance of this Agreement, Advisor, and its subcontractors and agents, shall not unlawfully discriminate against any person because of race, religious creed, color, sex, national origin, ancestry, physical disability, mental disability, medical condition, marital status, age (over 40), or sexual orientation, either in Advisor’s employment practices or in the furnishing of services to recipients. Advisor shall ensure that the evaluation and treatment of its employees and applicants for employment and all persons receiving and requesting services are free of such discrimination.

Advisor and any subcontractor or agent shall, in the performance of this Agreement, fully comply with all federal, state, and local laws and regulations which prohibit discrimination. The provision 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 12 of 27 ends

of services primarily or exclusively to such target population as may be designated in this Agreement shall not be deemed to be prohibited discrimination.

23. Counterparts.

24. Miscellaneous Provisions
a) Conflict of Interest. Advisor represents that it presently has no interest and agrees not to acquire any interest during the term of this Agreement, which would materially conflict with the full and complete performance of the services required to be rendered under this Agreement, other than as disclosed in Part 2A of Advisor’s Form ADV, as updated from time to time.
b) Amendment. This Agreement may be amended or modified only by an instrument in writing signed by Client and the Advisor.
c) Waiver. Any waiver of any terms and conditions of this Agreement must be in writing and signed by Client and the Advisor. A waiver of any of the terms and conditions of this Agreement shall not be construed as a waiver of any other terms or conditions in this Agreement.
d) Disputes. Advisor shall continue to perform under this Agreement during any dispute. e) Successors and Assigns. This Agreement and the rights, privileges, duties, and obligations of Client and Advisor under this Agreement, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.
f) Compliance with Applicable Law. The parties shall comply with all applicable federal, state, and local laws and regulations in performing this Agreement. g) Headings. The headings are for convenience only and shall not be used to interpret the terms of this Agreement.
h) Time is of the Essence. Time is of the essence in each and all of the provisions of this Agreement.
i) Non-exclusive Agreement. This Agreement is non-exclusive and both Client and Advisor expressly reserve the right to contract with other entities for the same or similar services. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 13 of 27 ends

j) Construction of Agreement. Client and Advisor agree that each party has fully participated in the review and revision of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement or any amendment to this Agreement.
k) Integration. This Agreement, including the exhibits, represent the entire Agreement between Client and the Advisor with respect to the subject matter of this Agreement and shall supersede all prior negotiations, representations, or agreements, either written or oral, between Client and the Advisor as of the effective date of this Agreement, which is the date that CCCE signs the Agreement.
l) Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Agreement and the Provisions of any exhibit or other attachment to this Agreement, the provisions of this Agreement shall prevail and control. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 14 of 27 ends

IN WITNESS WHEREOF, the Client and the Advisor have caused this Agreement to be executed by their duly authorized officers as of the day and year first written above.

CENTRAL COAST COMMUNITY ENERGY
By: __________________________
Name: Tom Habashi
Title: CEO
RBC GLOBAL ASSET MANAGEMENT (U.S.)INC.

By: __________________________
Name:

Title:
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 15 of 27 ends

APPENDIX A
Investment Policy
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 16 of 27 ends

FP11
Category: FINANCE

INVESTMENT POLICY
I. PURPOSE
This statement contains guidelines for the prudent investment of CCCE’s cash balances in accordance with California Government Code sections 53600, et. seq. The overarching goal of CCCE’s Investment Policy is to protect CCCE’s pooled cash while producing a reasonable rate of return on investments.

II. STANDARD OF CARE
The standard of prudence to be used by investment officials will be the “prudent investor” standard, which states that, “when investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency.” III. SCOPE
This Investment Policy applies to all funds and investment activities of CCCE. This Policy does not apply to the investment of bond proceeds, which would be governed by any applicable bond documents.

IV. OBJECTIVES
The primary objectives, in priority order, of the investment activities of CCCE are:

1. Safety of Principal – Preservation of principal is the foremost objective of CCCE.

2. Liquidity – CCCE’s portfolio will remain sufficiently liquid to enable CCCE to meet its cash flow requirements. It is important that the portfolio contain investments which provide the ability of being easily sold at any time with minimal risk of loss of principal or interest.

3. Return on Investment – CCCE’s investment portfolio will be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and cash flow needs.

Delegation of Authority
Pursuant to California Government Code Section 53607, the Treasurer (and his/her designee, if necessary) is authorized to invest and reinvest money of CCCE, to sell or exchange securities so purchased, and to deposit such securities for safekeeping in accordance with and subject to this investment policy.

CCCE may engage the support services of outside investment advisors in regard to its 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 17 of 27 ends

investment program, so long as these services are likely to produce a net financial advantage or necessary financial protection of CCCE’s financial resources. Outside investment advisors must be approved by the Chief Executive Officer, the Treasurer and the Board of Directors. CCCE will be responsible for managing the investment advisors.

Conflict of Interest
The authorized employees involved in the investment process will refrain from personal business activities that could conflict with proper execution of the investment program, or which could impair their ability to make impartial decisions.

Pursuant to CCCE’s Conflict of Interest Code, the authorized employees will disclose any financial interests and investment holdings that could affect the performance of CCCE’s portfolio or the individual’s judgement or decisions regarding CCCE’s portfolio.

Authorized Financial Dealers and Institution
The purchase by CCCE of any investment other than those purchased directly from the issuer, will be purchased either from an institution licensed by the State as a broker-dealer, as defined in Section 25004 of the Corporations Code, which is a member of the Financial Industry Regulatory Authority (FINRA), or a member of a federally regulated securities exchange, a national or state chartered bank, a federal or state association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a Primary Government Dealer by the Federal Reserve Bank.

The Treasurer is responsible for the evaluation of all institutions that wish to do business with CCCE, to determine if they are adequately capitalized, staffed by qualified investment professionals, and agree to abide by the conditions set forth in CCCE’s Investment Policy and any other guidelines that may be provided. This will be done annually by having the financial institutions:

1. Provide written notification that they have read, and will abide by, CCCE’s Investment Policy.

2. Submit their most recent audited Financial Statements within 120 days of the institution’s fiscal year end.

If CCCE has an investment advisor, the investment advisor may use its own list of authorized broker/dealers to conduct transactions on behalf of CCCE.

Purchase and sale of securities will be made on the basis of best execution.

Authorized Investments
Acceptable investments authorized for purchase or behalf of CCCE are:

1. Deposits at Bank(s) – Funds may be invested in non-interest-bearing depository accounts to meet CCCE’s operating and collateral needs. Funds not needed for these purposes will be invested in interest-bearing depository or investment accounts such as Public Fund Money Market and Insured Cash Sweep accounts, or Certificates of Deposit. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 18 of 27 ends

Banks eligible to receive deposits will be federally or state chartered and will confirm to California Government Code 53635.2.

2. U.S. Treasury obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest.

3. Federal agency or United States government-sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises.

4. Obligations of the State of California or any local agency within the state, including bonds payable solely out of revenues from a revenue producing property owned, controlled or operated by the state or any local agency, or by a department, board, agency or authority of the state or any local agency that is rated in a rating category of “A” or its equivalent or better by a nationally recognized statistical-rating organization (NRSRO). Purchases of the obligations described in this subdivision and in subdivision 4 (registered treasury notes or bonds of any of the other 49 states in addition to California) collectively may not exceed 20% of CCCE’s portfolio.

5. Registered treasury notes or bonds of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state, or by a department, board, agency, or authority of any of these states that is rated in a rating category of “A” or its equivalent or better by an NRSRO. Purchases of the obligations described in this subdivision and in subdivision 3 (obligations of the State of California or any local agency within the state) collectively may not exceed 20% of CCCE’s portfolio.

6. Commercial Paper of “prime” quality of the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper must meet all of the following conditions in either paragraph a or paragraph b:
a. The entity meets the following criteria: (i) is organized and operating in the United States as a general corporation, (ii) has total assets in excess of five hundred million dollars ($500,000,000), and (iii) has debt other than commercial paper, if any, that is rated in a rating category of “A” or its equivalent or higher by an NRSRO. b. The entity meets the following criteria: (i) is organized within the United States as a special purpose corporation, trust, or limited liability company, (ii) has program-wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond, and (iii) has commercial paper that is rated “A-1” or higher, or the equivalent, by an NRSRO.

Eligible commercial paper will have a maximum maturity of 270 days or fewer. No more than 20% of CCCE’s portfolio may be invested in commercial paper. CCCE may purchase no more than 10% of the outstanding commercial paper of any single issuer. No more than 5% of the outstanding commercial paper investments can be invested in the Energy industry/sector. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 19 of 27 ends

7. Repurchase Agreements. Overnight Repurchase Agreements shall be used solely as short-term investments not to exceed 3 days.

8. Local Agency Investment Fund (State Pool) - An investment pool managed by the State Treasurer. CCCE can invest up to the maximum amount permitted by the State Treasurer.

9. County Investment Fund (County Pool) - Shares of beneficial interest issued by a joint powers authority (Local Government Investment Pools or “Pool”) organized pursuant to California Government Code Section 6509.7 that invests in the securities and obligations authorized in subdivisions to (q) of California Government Code Section 53601, inclusive. Each share will represent an equal proportional interest in the underlying pool of securities owned by the Joint Powers Authority. The Pool will be rated in a rating category “AAA” or its equivalent by a NRSRO. To be eligible under this section, the shares will maintain a stable net asset value (NAV) and the joint powers authority issuing the shares will have retained an investment adviser that meets all of the following criteria:
a. The adviser is registered or exempt from registration with the Securities and Exchange Commission.
b. The adviser has not less than five years of experience investing in the securities and obligations authorized in subdivisions (a) to (q) California Government Code Section 53601, inclusive.
c. The adviser has assets under management in excess of five hundred million dollars ($500,000,000).

Restriction on Investment Policies and CCCE Constraints Section 53600 et. seq. of the State of California Government Code outlines the collateral requirements for certain types of investments and also limits the percentage of total investments which can be placed in certain classifications. Investments must meet the time schedules as indicated by the cash flow projections of CCCE. Investments will be purchased with the intent to hold until maturity, however this will not preclude the sale of securities prior to maturity in order to reposition the portfolio’s duration, credit quality, or enhance the rate of return.

Maturity Limit
State law requires that the maturity of any given instrument should not exceed five years unless specifically approved by CCCE Board of Directors at least three months before the investment is made. Maximum Maturity for CCCE’s investments shall be limited to 2 years.

Internal Control
The Treasurer is responsible for establishing and maintaining an internal control structure designed to provide reasonable assurance that the assets of CCCE are protected from loss, theft or misuse.

The CCCE Treasurer or his/her designee shall arrange for an annual audit by an external CPA firm in compliance with the requirements of state law and generally accepted accounting principles as pronounced by the GASB (Governmental Accounting Standards Board). As part of the audit, 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 20 of 27 ends

investment transactions will be tested. The annual audit will be an integral part, but not the sole part of management’s program of monitoring internal controls.

Performance Standards
CCCE’s portfolio shall be structured to achieve a market-average rate of return through various economic cycles, commensurate with the investment risk constraints and the cash flow needs.

Investment performance will be calculated on a gross basis before fees and expenses and tracked monthly for internal use and monitoring.

Reporting Requirements
The Treasurer will provide a year-to-date investment summary to the Board of Directors on a monthly basis. The summary will show the type of investment, the average balance of funds invested, and average annual percentage yield.

Policy Review
This Investment Policy will be reviewed at least annually to ensure its consistency with:

1. The California Government Code sections that regulate the investment and reporting of public funds.

2. The overall objectives of preservation of principal, sufficient liquidity, and a market return. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 21 of 27 ends

Glossary
Broker-Dealer is a person or a firm who can act as a broker or a dealer depending on the transaction. A broker brings buyers and sellers together for a commission. They do not take a position. A dealer acts as a principal in all transactions, buying and selling for his own account.

Collateral refers to securities, evidence of deposits, or other property that a borrower pledges to secure repayment of a loan. It also refers to securities pledged by a bank to secure deposits. In California, repurchase agreements, reverse repurchase agreements, and public deposits must be collateralized.

Commercial Paper is a short term, unsecured, promissory note issued by a corporation to raise working capital.

Duration is a measure of the sensitivity of the price of a security or a portfolio of securities to a change in interest rates, typically stated in years.

Federal Agency Obligations are issued by U.S. Government Agencies or Government Sponsored Enterprises (GSE). Although they were created or sponsored by the U.S. Government, most Agencies and GSEs are not guaranteed by the United States Government. Examples of these securities are notes, bonds, bills and discount notes issued by Fannie Mae (FNMA), Freddie Mac (FHLMC), the Federal Home Loan Bank system (FHLB), and Federal Farm Credit Bank (FFCB).

The Agency market is a very large and liquid market, with billions traded every day.

Issuer means any corporation, governmental unit, or financial institution that borrows money through the sale of securities.

Liquidity refers to the ease and speed with which an asset can be converted into cash without loss of value. In the money market, a security is said to be liquid if the difference between the bid and asked prices is narrow and reasonably sized trades can be done at those quotes.

Local Agency Investment Fund (LAIF) is a special fund in the State Treasury that local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is $5,000, in multiples of $1,000 above that, with a maximum of $65 million for any California public agency. It offers high liquidity because deposits can be converted to cash in twenty-four hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly via direct deposit to the agency’s LAIF account. The State keeps an amount for reasonable costs of making the investments, not to exceed one-quarter of one per cent of the earnings.

Local Government Investment Pools (LGIP) are investment tools similar to money market funds that allow public entities to invest funds.

Maturity is the date upon which the principal or stated value of an investment becomes due and payable.
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 22 of 27 ends

Money Market Fund is a type of investment comprising a variety of short-term securities with high quality and high liquidity. The fund provides interest to shareholders. Eligible money market funds must strive to maintain a stable net asset value (NAV) of $1 per share.

Net Asset Value (NAV) is the value of an entity’s assets minus the value of its liabilities, often in relation to open-end or mutual funds, since shares of such funds registered with the U.S. Securities and Exchange Commission are redeemed at their net asset value. Money Market funds that CCCE is authorized to invest in are required to maintain an NAV of $1.00 at all times.

Principal describes the original cost of a security. It represents the amount of capital or money that the investor pays for the investment.

Repurchase Agreements are short-term investment transactions. Banks buy temporarily idle funds from a customer by selling him U.S. Government or other securities with a contractual agreement to repurchase the same securities on a future date at an agreed upon interest rate.

Repurchase Agreements are typically for one to ten days in maturity. The customer receives interest from the bank. The interest rate reflects both the prevailing demand for Federal Funds and the maturity of the Repo. Repurchase Agreements must be collateralized.

U.S. Treasury Issues are direct obligations of the United States Government. They are highly liquid and are considered the safest investment security. U.S. Treasury issues include:

1. Treasury Bills which are non-interest-bearing discount securities issued by the U.S.

Treasury to finance the national debt. Bills are currently issued in one, three, six, and twelve-month maturities.

2. Treasury Notes that have original maturities of one to ten years.

3. Treasury Bonds that have original maturities of greater than 10 years. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 23 of 27 ends

APPENDIX B
Fee Schedule
On the first $100 million in assets: 0.08% per annum (8 basis points) On assets above $100 million: 0.06% per annum (6 basis points) Notwithstanding the foregoing, beginning six months following inception, the minimum fee payable each quarter is $18,750.00
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 24 of 27 ends

APPENDIX C

The undersigned hereby represents and acknowledges that:

I. it is a Qualified Institutional Buyer (“QIB”), as defined in Rule 144A, of the following type:

2. Any investment company registered under the Investment Company Act or any business development company as defined in section 2(a)(48) of that Act;

3. 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;

4. 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;

5. Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);
4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 25 of 27 ends

7. Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940 (the “Investment Advisers Act”);

9. Any investment adviser registered under the Investment Advisers Act of 1940. ii. Any dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended (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; iii. Any 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 iii, “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.
iv. Any 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” 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 trusts, the same depositor), Provided That, for purposes of this section:

1. 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

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 26 of 27 ends

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 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.
b. For Non-U.S. Persons completing this form:
i. Any non-U.S. corporation or limited liability company (other than a bank, savings and loan or similar institution referred to in (ii) below), a partnership, or a business trust that is similar to a “Massachusetts business trust” (in that it is organized to conduct business and treated as a corporation or partnership under local law), in each case, that is organized under the laws of a non-U.S. jurisdiction and in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A.
ii. Any non-U.S. bank or savings and loan association or equivalent institution that (1) in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A, and (2) had an audited net worth of at least US$25 million as demonstrated in its latest annual financial statements. iii. Any non-U.S. dealer registered with the U.S. Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934.
iv. Any non-U.S. investment adviser registered with the U.S. Securities and Exchange Commission under Section 203 of the U.S. Investment Advisers Act of 1940 and in the aggregate, as of the Specification Date, owned and invested on a discretionary basis, for our own account and the accounts of other persons, not less than US$100 million in eligible securities, calculated as provided in Rule 144A. v. Any entity organized under the laws of a non-U.S. jurisdiction, all of the equity owners of which are qualified institutional buyers (each satisfying one or more of Section I.a.i - iv above or Section I.b.i - iv above).
“Eligible Securities” includes all securities within the meaning of the Act, except: (i) securities of issuers that are affiliated with the buyer (or if the buyer is an investment company, are securities issued by a member of its “family of investment companies”); (ii) bank deposit notes and certificates of deposit; (iii) loan participations; (iv) repurchase agreements; (v) securities owned but subject to a repurchase agreement; and (vi) currency, interest rate and commodity swaps. 4858-9835-9075.2

NP COMMENTS
June 6, 2022
RBC Comments 6.15.22
RBC GLOBAL ASSET MANAGEMENT (U.S.) INC

Page 27 of 27 ends

II. as of _______________________, 20 _____,1
III. the undersigned owned or invested on a discretionary basis, $ ___________________ in “eligible securities.”2
IV. the undersigned’s current fiscal year ends on _________________, 20 _____.

Staff Report Item 8
TO: CCCE Operations Board of Directors
FROM: Tom Habashi, Chief Executive Officer
SUBJECT: Authorize the Chief Executive Officer to Execute Custody Agreement with Principal Bank for a Term of 2 Years and a Not to Exceed amount of $95,000 (Action Item) DATE: June 30, 2022
RECOMMENDATION:

This recommends that the Operations Board authorize the CEO to execute a Custody Agreement, from July 15, 2022 through July 14, 2024 with Principal Bank (“Principal”) for custody management services in a Not To Exceed (NTE) amount of $95,000 for a maximum term of 2 years.

BACKGROUND:

CCCE holds approximately $170 Million (“MM”) in reserves and cash balances, following a Reserve Policy that requires it to hold reserves of 30% - 75% of total expenditures. Historically, those funds were held in bank and sweep accounts. CCCE is contracting with an investment manager to invest a portion of those funds in a Separately Managed Account (SMA) to increase yields and, therefore, income for CCCE.

While the investment manager will invest the funds, it would be prudent for the funds to be custodied separately from the investment management function.

DISCUSSION:

CCCE’s Reserve Policy requires it to hold 30%-75% of its total annual budget in reserves as a stabilizing and buffer mechanism for customer rates, CCCE cash flows, and CCCE’s credit rating. CCCE also holds cash for working capital and unspent energy program funds. Therefore, it expects to hold over $150 MM in cash and reserves for the next several years. It has traditionally held these funds in bank and sweep accounts. Due to a change in the macroeconomic environment, short- and medium-term interest rates have risen significantly. Staff has recommended having a portion of CCCE reserves be managed by a professional liquidity and investment manager, increasing returns in line with CCCE’s Investment Policy.

Details of that recommendation are provided in a separate Staff Report for this meeting. This Staff Report focuses on having funds custodied by an institution separate from the investment manager.

There are significant benefits to the assets being custodied by an institution separate from the investment manager:
 One entity does not have total control over CCCE assets, reducing the risk of theft and fraud  Independent performance analytics and reporting, providing another layer of validation and insight into the investment manager’s self-reported performance  Facilitates easier switching of investment managers if CCCE decides to do so The fees charged by custodians can be as low as 2 bps or $20,000 on a $100 MM portfolio, providing additional security and flexibility for a very small extra cost.

The cost of this service is projected be within the CEO’s approval authority and, initially, low enough to not require a formal Request for Proposal (RFP) process. However, Staff is submitting the contract for Operations Board approval in the spirit of transparency – particularly given the scale of the funds involved. Additionally, Staff is requesting a high NTE to cover the possibility of issuing debt. If debt is issued, additional funds may be placed in a custodial account – earning higher yields through short-term investments – until the debt capital raised is spent for capital projects. That strategy may increase total custodial fees.

Custody Provider Candidates
It is important the Investment Managers’ systems and Custodians’ systems be compatible, operating as seamlessly as possible. Therefore, Staff interviewed three (3) Custody firms compatible with RBC Global Asset Management U.S. Inc (“RBC”) systems:
 US Bank
 Principal Custody Solutions, part of the Principal Financial Group  BNY Mellon
Principal Financial offered 0.8 bps with a $10,000 minimum and Clearwater Analytics for 0.5 bps.

Clearwater Analytics would give CCCE independent portfolio analytics and reporting.

US Bank offered 2 bps and did not specify pricing for Clearwater Analytics.

BNY Mellon declined to make a formal offer given its cost structure and the relatively small size of CCCE’s potential allocation.

Principal custodies $1 trillion for nearly 3,000 clients and provides an extensive suite of reporting and analytics. Customer service is a core competency and Principal staff were extremely responsive to Staff requests. Principal’s costs for a custody and analytics solution were below US Bank’s offer for custody alone. Therefore, Staff recommends Principal as custodian.

Proposed Services
Principal will provide asset and funds custody, reporting, and Clearwater Analytics to CCCE. Services will be provided on a year-to-year basis. CCCE expects this agreement to run for 2 years, the same term as its liquidity and investment management agreement with RBC Proposed Pricing Structure
 Total NTE of $95,000
 Custody and reporting fees of 0.8 bps
 Clearwater Analytics fees of 0.5 bps
 Minimum annual fee of $10,000
FISCAL IMPACT:

The proposed Agreement with Principal for a two-year term and an NTE of $95,000 will be included in the budgets for FY 21-22, FY 22-23, and FY 23-24.

CONCLUSION:

The Operations Board’s approval and authorization for the CEO to engage Principal for custody, reporting, and analytics services will provide increased security while facilitating higher yields on CCCE’s reserves, improving its financial condition.

ATTACHMENT(S):

1. Principal Trust and Custody Fee Summary

2. Principal Integrated Trust Analytics for Institutional Investors

3. CCCE Principal Agreement Executable
#
#

Central Coast Community Energy (3CE) Operations BoardJune 30, 2022

Central Coast Community Energy (3CE) Operations Board
June 30, 2022