2009-40 One Keystone Plaza 717- 232 -2723
Suite 300 717 - 233 -6073 fax
P North Front & Market Streets www pfm com NI Harrisburg, PA 17101 -2044
The PFM Group CONTACT
p Marty Margolis, Managing Director
717- 231 -6210
maroolismpfm com
August 13, 2009
JOSEPH VAN ZILE
CITY OF CLERMONT
DIRECTOR OF ADMINISTRATIVE SERVICES
P O BOX 120219
CLERMONT, FL 34712 -0219
Re: Consent to Deemed Assignment of Investment Advisory Agreement
Gentlemen /Ladies:
It is a privilege for PFM Asset Management LLC ( "PFM ") to have the opportunity to serve
as your investment advisor. We are writing to you to request your authorization to continue to
provide investment management services, upon the completion of the transaction described
below, under the investment advisory agreement(s) between PFM and yourselves identified in
the attachment to this letter.
In May of this year, PFM and its affiliates, which were owned by our senior management
( "Managing Directors "), executed business reorganization ( "Transaction ") by creating a holding -
company structure and by admitting a respected group of institutional investors and related
individuals led by ICV Capital Partners ( "Institutional Investors ") as equity participants in the
holding company. In addition to their equity contribution, the Institutional Investors, together
with two Pennsylvania banks, provided debt financing through a subsidiary of the holding
company. The Institutional Investors presently own 43% of the equity of the holding company
(with warrants that if exercised could increase ownership above 50%), and the remainder is
owned by Managing Directors; the voting power of the Institutional Investors' equity interests
currently is limited by contract to 24.99 %.
The Transaction described in this letter has not, and is not intended to result in any
change in PFM's investment advisory structure or the employees or managers responsible for
your account, except for retirements in the ordinary course. The business organization of PFM
remains unchanged, and we maintain our goal of protecting the principal of your invested funds
while regularly obtaining high investment returns. As of June 30, 2009, PFM had more than $35
billion under management in investment accounts of individual government entities,
authorities, and non - profit institutions as well as a multi -class mutual fund - - the PFM Funds - -
and statewide local government investment pools. The additional financial strength resulting
from the Transaction gives PFM greater capacity to invest in our business and to enlarge our
services for the benefit of our clients
Under the terms of the Transaction, the Institutional Investors have a contractual right,
upon the occurrence of certain events, to name a majority of the Board of Managers of the
August 13, 2009
Page 2
holding company and a right to increase their aggregate voting power to 43% We anticipate
that those actions will be exercised later this year. When the Institutional Investors elect to
take either of those actions - - although there will be no actual transfer of PFM's investment
advisory contract with you - - the action would be treated under applicable law as a change in
control of PFM and thus as a constructive or "deemed" assignment of your advisory contract.
Your investment advisory contract with PFM allows assignment only upon your consent.
Therefore, we request that you consent to the deemed assignment by signing and returning the
form of consent which accompanies this letter.
Following the transmittal of this letter, PFM will continue active investment
management of your account for your benefit with the same personnel who presently are
serving you. In the event that you do not give notice to PFM within 60 days after the date of
this letter that you disapprove of the deemed assignment, you will be considered to have
consented to the assignment, and your investment advisory agreement will remain in effect
with no change to its terms. You of course continue to have the right, before and after the
change in control, to terminate the investment advisory agreement in accordance with its
terms.
If you have questions or wish to discuss this matter, please contact your client services
manager at PFM; or you may contact me at the above address, by telephone or by email.
Thank you, again, for allowing PFM to serve you as investment advisor. My colleagues
at PFM and I are confident that you will find the Transaction will enhance our ability to serve
you, and that you will find the completion of the Transaction entirely seamless.
Sincerely,
PFM Asset Management LLC
•
Marty Margolis
President
MM /plj
Enclosure
CONSENT TO DEEMED ASSIGNMENT OF
INVESTMENT ADVISORY AGREEMENT[S] WITH
PFM ASSET MANAGEMENT LLC
The below named Governmental Unit hereby consents to the deemed
assignment of all Investment Advisory Agreements between such Governmental Unit
and PFM Asset Management LLC ( "PFM ") upon the change in control of the holding
company of PFM.
The undersigned officer is duly authorized by such Governmental Unit to execute
and deliver this consent.
Ivy Az. ` f440.0
Name of Governmental Unit
State
Sig of Authorized Officer
4/440a 5 1j'i Pf t .11; J' .
Name of Authorized Officer
11,E yo,,
Title of Authorized Officer
8- a 5 - aa6 9
Date
Attest: (If required)
Title and Date of Investment
Advisory Agreement[s]
A6 t T- a /i & el/Ak ves
�Ny 4 I Ts)