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Contract 2022-029ADocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 2022-029 AGREEMENT NO. FOR INVESTMENT ADVISORY SERVICES THIS AGREEMENT, is made and entered into this 12 day of April 2022, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY"), and PFM ASSET MANAGEMENT LLC, whose address is: 225 E. Robinson Street, Suite 250, Orlando, FL 32801, (hereinafter referred to as "CONTRACTOR"). WHEREAS, Broward County School Board through the public procurement process awarded an Agreement for investment advisory services, Broward County School Board Contract Number RFP FY21-209 as of February 15, 2022. WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's response thereto and Agreement in accordance with CITY's procurement policy; and WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of the Broward County School Board Contract Number RFP FY21-209. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I — SCOPE OF WORK The CONTRACTOR shall provide investment advisory services including management of a medium -term investment portfolio as described in the Broward County School Board Contract Number RFP FY21-209, which is attached hereto and incorporated herein as Exhibit "A" and shall perform everything required by this Agreement and the other exhibits attached hereto. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR that is not specified in the CITY's purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE 2 — THE CONTRACT SUM CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B", attached hereto and incorporated herein. ARTICLE 3 — TERM AND TERMINATION 3.1. This Agreement is to become effective upon execution by both parties, and shall DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 remain in effect until December 31, 2026 unless terminated or renewed by Broward County School Board. 3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement: a) without cause and for CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon the performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK 4.1. The CONTRACTOR shall only provide to CITY investment advisory services including management of a medium -term investment portfolio upon receipt of an authorized order from CITY and shall provide the requested items in the timeframe and as set forth in Broward County School Board Contract Number RFP FY21-209 or in the specific purchase order or authorized order submitted by CITY. Nothing herein shall obligate CITY to purchase any specific amount of product from CONTRACTOR or create an exclusive purchase agreement between CITY and CONTRACTOR. CITY shall not be obligated or required to pay for any items received until such time as CITY has accepted the items in accordance with the order provided to CONTRACTOR. 4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify CITY if it has an issue or question related to the fulfillment of the order or whether there will be any delay in providing the items requested. Failure of CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking payment of any kind for any items that were delayed in delivery. Upon receipt of notification of the delay, CITY may at its sole option cancel the order and seek the items from any available source. ARTICLE 5 — PAYMENTS In accordance with the provisions fully set forth in the Agreement Documents (as hereinafter defined) CONTRACTOR shall submit an invoice to CITY monthly upon completion of the services and delivery of products to CITY as set forth in the applicable purchase order. CITY shall make payment to the CONTRACTOR for all accepted services provided, within thirty (30) calendar days of receipt of the invoice. 2 DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION 6.1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont, Lake County, Florida, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement Agreements in any court having jurisdiction thereof. ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER 7.1. Worker's Compensation Insurance — The CONTRACTOR shall take out and maintain during the life of this Agreement, Worker's Compensation Insurance for all its employees connected with the work of this Project and, in case any work is sublet, the CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the subcontractor employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 7.2. CONTRACTOR's Commercial General Liability_ Insurance — The CONTRACTOR shall maintain during the life of this Agreement, Commercial General Liability and Business Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be as follows: (a) CONTRACTOR's Commercial General Liability, $1,000,000 Each, ($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury & Property Damage Occurrence, Combined Single Limit (c) Professional Liability: Limits not less than $1,000,000 per claims -made basis covering services provided under this contract. DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall be amended to provide coverage on an occurrence basis. 7.3. Indemnification Rider (a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its employees from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of or resulting from its performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not such acts are caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article; however, this indemnification does not include the sole acts of negligence, damage or losses caused by the CITY and its other contractors. (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE 8 — NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. 2 DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 CONTRACTOR: PFM Asset Management LLC 225 E. Robinson Street, Suite 250 Orlando, FL 32801 Attn: Steven Alexander, Managing Director COPY TO: PFM Asset Management LLC 213 Market Street Harrisburg, PA 17101 Attn: Chief Administrative Officer OWNER: City of Clermont Attn: Brian Bulthuis, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE 9 — MISCELLANEOUS 9.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 9.2. Waiver — The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 9.3. Severability — If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 9.5. Entire Agreement — This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous Agreements between the parties with respect to the performance of services by CONTRACTOR. 9.6. Assi_ng ment — Except in the event of merger, consolidation, or other change of control pursuant to the sale of all or substantially all of either party's assets, this 5 DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 Agreement is personal to the parties hereto and may not be assigned by CONTRACTOR, in whole or in part, without the prior written consent of city. 9.7. Venue — The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 9.8. Applicable Law — This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9.9. Public Records — Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 71 DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 ARTICLE 10 — AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 10.1. This Agreement 10.2. Purchase Order / Notice To Proceed 10.3. An applicable Contractor Quote or Statement of Work 10.4. All documents contained in the Broward County School Board Contract Number RFP FY21-209 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 12 day of April , 2022. CITY OF CLERMONT —DocuSigned by: DS Tim urry, ay r r� ATTEST: �DocuSigned by: Z; >q44� Wet 7 DocuSign Envelope ID: A8B68091-3235-4612-A9B9-1ABD84605383 PFM Asset Management LLC DocuSigned by: By: (S1gna j jY_40CEA27475.. Print Name: Steven Alexander Title: Managing Director Date:4/11/2022 Exhibit B BROINARD County Public Schools Procurement & Warehousing Services Mary C. Coker, Director 7720 W. Oakland Park Boulevard Sunrise, Florida 33351 phone: 7544321-0505 • fax: 754-321-0936 [nary.coker@browordschools.com www.browardschools.com/PWS March 1, 2022 Mr. Steven Alexander, Managing Director Mr. Richard Pengelly, Managing Director PFM Asset Management, LLC 225 East Robinson Street, Suite 250 Orlando, Florida 32801 The School Board of Broward County. Florida Laurie Rich Levinson, Chair Patricia Good, Vice Chair Lori Alhadeff Debra Kxon Donna P. Korn Sarah Leonardi Ann Murray Dr. Rosalind Osgood Nora Rupert Dr. Vickie L. Cartwright Superintendent of Schools RE: FY21-209 - Investment Advisory Services To Whom it May Concern: Attached is the executed Agreement between The School Board of Broward County, Florida, and PFM Asset Management, LLC. This is the result of the School Boards' approval on February 15, 2022, for item 00-27. Full details are outlined in the Agreement. Sincere 8 Mary C therine Co er, Director Procurement & Warehousing Services MCC:bm Attachment(s) cc: Charles High, Purchasing Agent Ivan Perrone, Treasurer Annmarie Richards, Coordinator, Economic Development & Diversity Compliance Educafing Today's Sfudenfs to Succeed in Tomorrow's World " " Broward County Public Schools is an Equal opportunity Employer s Status: ORIGINAL ,�ociLaoa THE SCHOOL BOARD 'OF BROWARID COUNTY, FLORIIDA Agenda Item Number: 00-27. OOR 2022-02-i5 Regular School Board Meeting CATEGORY: Consent or Open Item: Open DO. Strategy &Operations I 'Special Order: NO � 'Ocouts5 L� DEPARTMENT: Procurement & Warehousing Services i Time for Special Order: TITLE: I YAP-FY2I-209 - Investment Advisory Services REQUESTED Approve the recommendation to award the above -referenced Request for ACTION: Proposal (RFPP) - FY21-209 - Investment Advisory Services; Contract Term: February 15, 2022 through December 31., 2026; 4 Years,10 Months; User Department: Treasuurerls Office; Award. Amount: $750,000; Awarded Yendor(s): PFM Asset Manaeement LLC. STRATEGIC ALIGNMENT Which strategic initiative(s) best aligns to this item? & Asset Management Is approval of this agenda item required to implement a tactic included within an initiative of the strategic plan? YES Will the implementation of this item have a direct impact on one of the2®24 Strategic Plan Primary Metrics? NO If YES, identify theprimary metric and include the correspondingfigures in the table below. Level. Baseline 2024 Target . Most Current N/A NIA NIA Also identify any secondary metrics utilized to evaluate the success of this item initiative. Metric B2S6 isre Target BACKGROUND, SUMMARY EXPLANATION, AND HISTORY OF ITEM Was this item previously presented to the School Board? �S The School Board of Broward County, Florida, received two (2) proposals for RFP FY21-209 - Investment Advisory Services. The recommended vendor will assist the District in managing, monitoring, and evaluating .its investments, PFM Asset Management LLC will adhere to School Board Policy 3110 which sets forth the investment objectives and parameters for the management of the District's public funds. Agreement has been reviewed and approved as to form and content by the Office of the General Counsel. If NO, outline below how staff intends to evaluate the success/impact of this item/initiative. uvestment Advisory services assists the District with meeting or exceeding investment and/or policy RELATED ITEMS - 12/15/20 EXHIBITS Executive Summary Financial Analysis Worksheet Recommendation Tabulation Supplier Evaluation 1659 FDEF)E1iCdDENCFi';S: Outline critical dependencies that are associated with successful implementation of this itemlinitiative. i 2. RESOURCES REQUIRED Budget Are additional funds required in relation to the approval of this item? NO --- If YES, How much additional funding is necessary to implement this item? If NO, How much existingfunding will be spent to implement this item? $750,QOD SOURCE OF FUNDS: Treasurer's Office Operating Budget. Spending Authori Is additional spend authority required for this item? YES If YES, How much additional spending authority is necessary to implement this item? $750,00D Staffing Is additional staff required in relation to the implementation of this item? NO If YES, identify the number of additional positions and the estimated costs for the additional staff. No. Cost BOARD ACTION: SOURCE OF ADDITIONAL INFORMATION 1---- - - - - - (For Official School Board Records Only) Name: Ivan Perrone Phone: 754-321-1980APPROVE I - Name: Mary C. Coker Phone: 754-321-0501 THE SCHOOL BOARD OF BROWARID COUNTY, FLORIDA Senior Leader & Title j Dr.Ekrumaine Fleming, Acting, Chief Strategy Sc OperationsOf�----- _ ..._....... .... ...__� Signature If Dr. Jernuaiue Fleming, Acting Electronic Signature Form $4189 Revised 1/20 VLCl7SM Approved in Open Board Meeting On: _-- February 15, 2022 r�X>4� Y' _. x6avvlbl� oar air 1660 AGREEMENT TIIIS AGREEMENT is made and entered into as of this/J day of kAtlutlp 022 by and between THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA (hereinafter referred to as "SBBC" ), a body corporate and political subdivision of the State ofFlorida, whose principal place of business is 600 Southeast Third Avenue, Fort Lauderdale, Florida 33301 and PFM ASSET MANAGEMENT LLC (hereinafter referred to as "VENDOR"), whose principal place of business is 213 Market Street Harrisburg, Pennsylvania 17101 WHEREAS, SBBC issued a Request for Proposal identified as RFP FY21-209 — Investment Advisory Services (hereinafter referred to as "RFP"), dated May 14, 2021, and amended by Addendum No. 1, dated June 9, 2021 all of which are incorporated by reference herein, for the purpose of receiving proposals for investment advisory services; and WHEREAS, VENDOR offered a proposal dated June 9, 2021 (hereinafter referred to as "Proposal") which is incorporated by reference herein, in response to this RFP. NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE 1- RECITALS 1.01 Recitals. The parties agree that the foregoing recitals are true and correct and that such recitals are incorporated herein by reference. ARTICLE 2 -- SPECIAL CONDITIONS 2.01 Term of Agreement. Unless terminated earlier pursuant to Section 3.05 of this Agreement, the term of this Agreement shall commence upon the execution of all parties and conclude on December 31, 2026. The term of the Agreement may, by mutual agreement between SBBC and VENDOR be extended for 180 days beyond the expiration date, if needed. SBBC's Procurement & Warehousing Services Department, will, if considering extending, request a letter consenting to renewal from VENDOR, prior to the end of the term. Any renewal period shall be approved by an Amendment to this Agreement executed by both parties. Agreement with PFMAsset Management LLC Page 1 of 16 2.02 Scope of Services Provided. VENDOR shall provide SBBC with the Scope of Services in its Proposal and in compliance with this Agreement, the RFP and its Addenda, and as specified in Attachment A — Scope of Services. 2.03 Cost of Services. SBBC shall pay for services rendered under this Agreement in accordance with the fee schedule outlined in Attachment B — Cost of Services. VENDOR shall submit to the Treasurer's Office, The School Board of Broward County, Florida, 600 SE 3rd Avenue, 2' Floor, Fort Lauderdale, Florida 33301 an appropriate invoice to be paid to VENDOR upon receipt after the issuance of the same invoice. 2.04 Priority of Documents. In the event of a conflict between documents, the following priority of documents shall govern. First: This Agreement, then; Second: Addendum No. 1, then; Third: RFP FY21-209 — Investment Advisory Services, then; Fourth: Proposal submitted in response to the RFP by VENDOR. 2.05 Inspection of VENDOR's Records by SBBC. VENDOR shall establish and maintain books, records and documents (including electronic storage media) sufficient to reflect all income and expenditures of funds provided by SBBC under this Agreement. All VENDOR's applicable records, regardless of the form in which they are kept, shall be open to inspection and subject to audit, inspection, examination, evaluation and/or reproduction, during nonnal working hours and upon reasonable notice, by SBBC's agent or its authorized representative to permit SBBC to evaluate, analyze and verify the satisfactory performance of the terms and conditions of this Agreement and to evaluate, analyze and verify the applicable business records of VENDOR directly relating to this Agreement in order to verify the accuracy of invoices provided to SBBC. Such audit shall be no more than one (1) time per calendar year. (a) Duration of Right to Inspect. For the purpose of such audits, inspections, examinations, evaluations and/or reproductions, SBBC's agent or authorized representative shall have access to VENDOR's records from the effective date of this Agreement, for the duration of the term of this Agreement, and until the later of five (5) years after the termination of this Agreement or five (5) years after the date of final payment by SBBC to VENDOR pursuant to this Agreement. (b) Notice of Inspection. SBBC's agent or its authorized representative shall provide VENDOR reasonable advance written notice (not to exceed two (2) weeks) of any intended audit, inspection, examination, evaluation and or reproduction. (c) Audit Site Conditions. SBBC's agent or its authorized representative shall have access to VENDOR's facilities and to any and all records related to this Agreement, and shall be provided adequate and appropriate work space in order to exercise the rights permitted under this section. (d) Failure to Permit Inspection. Failure by VENDOR to permit audit, inspection, examination, evaluation, and/or reproduction as permitted under this section shall constitute grounds for termination of this Agreement by SBBC for cause and shall be grounds for SBBC's denial of some or all of any VENDOR's claims for payment. Agreement with MdAsset Management LLC Page 2 of 16 (e} Overcharges and Unauthorized Charges. If an audit conducted in accordance with this section discloses overcharges or unauthorized charges to SBBC by VENDOR in excess of two percent (21/o) of the total billings under this Agreement, the actual cost of SBBC's audit shall be paid by VENDOR. If the audit discloses billings or charges to which VENDOR is not contractually entitled, VENDOR shall pay said sum to SBBC within twenty (20) days of receipt of written demand unless otherwise agreed to in writing by both parties. (0 Inspection of Subcontractor's Records. If applicable, VENDOR shall require any and all subcontractors, insurance agents and material suppliers (hereafter referred to as "Payees") providing services or goods with regard to this Agreement to comply with the requirements of this section by insertion of such requirements in any written subcontract. Failure by VENDOR to include such requirements in any subcontract shall constitute grounds for termination of this Agreement by SBBC for cause and shall be grounds for the exclusion of some or all of any Payees' costs from amounts payable by SBBC to VENDOR pursuant to this Agreement and such excluded costs shall become the liability of VENDOR. (g) Inspector General Audits. VENDOR shall comply and cooperate immediately with any inspections, reviews, investigations, or audits deemed necessary by the Florida Office of the Inspector General or by any other state or federal officials. 2.06 Notice. When any of the parties desire to give notice to the other, such notice must be in writing, sent by U.S. Mail, postage prepaid, addressed to the party for whom it is intended at the place last specified; the place for giving notice shall remain such until it is changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving notice: To SBBC: Superintendent of Schools The School Board of Broward County, Florida 600 S.E. 3`'Avenue, 10"'Floor Fort Lauderdale, Florida 33301 With a Copy to: Treasurer, Treasurer's Office The School Board of Broward County, Florida 600 S.E. 31d Avenue, 2nd Floor Fort Lauderdale, Florida 3330.1 To VENDOR: Mr. Steven Alexander, Managing Director Mr. Richard Pengelly, Managing Director PFM Asset Management LLC 225 E. Robinson Street, Suite 250 Orlando, Florida 32801 Email: alexanders(cr�,pfmam.com Email: pengellyr(cr�pfmam.com With a Copy to: Chief Administrative Officer PFM Asset Management LLC 213 Market Street Harrisburg, PA 17101 Email: molloyj@pfmam.com Agreement with PFMAsset Management LLC Page 3 of 16 2.07 E-Verify. Pursuant to Section 448.095, Florida Statutes, any party contracting with SBBC shall register with and use the E-Verify system to verify the work authorization for all employees hired during the course of this Agreement. Any such parry shall require any subcontractors used to perform the duties and responsibilities under this Agreement to register with and use the E-Verify system to verify the work authorization for all employees subcontractor hires during the course of this Agreement. If applicable, any such party must also obtain and retain an affidavit from a subcontractor stating that the subcontractor does not employ, contract with or subcontract with anyone who is not duly authorized to work in the United States. If SBBC has a good faith belief that any such party has knowingly violated Section 448,09(l), Florida Statutes, SBBC will immediately terminate this Agreement. Termination pursuant to this section is not a breach of this Agreement and may not be considered as such. 2.08 Background Screening. VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR's failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes. 2.09 Public Records. The following provisions are required by Section 119.0701, Florida Statutes, and may not be amended. VENDOR shall keep and maintain public records required by SBBC to perform the services required under this Agreement. Upon request from SBBC's custodian of public records, VENDOR shall provide. SBBC with a copy of any requested public records or to allow the requested public records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law_ VENDOR shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement's term and following completion of the Agreement if VENDOR does not transfer the public records to SBBC. Upon completion of the Agreement, VENDOR shall transfer, at no cost, to SBBC all public records in possession of VENDOR or keep and maintain public records required by SBBC to perform the services required under the Agreement. If VENDOR transfers all public records to SBBC upon completion of the Agreement, VENDOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If VENDOR keeps and maintains public records upon completion of the Agreement, VENDOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to SBBC, upon request from SBBC's custodian of public records, in a format that is compatible with SBBC's information technology systems. Agreement with PFM Asset Management LLC Page 4 of 16 IF A PARTY TO THIS AGREEMENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT,. CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 754-321--1900, RECo "REQUESTS6d,BROWARDSCROOLS.COM, RISK MANAGEMENT DEPARTMENT, PUBLIC RECORDS DIVISION, 600 SOUTHEAST THIRD AVENUE, FORT LAUDERDALE, FLORIDA 33301. 2.10 Liabili . This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. (a) By SBBC: SBBC agrees to be fully responsible up to the li nits of Section 768.28, Florida Statutes, for its acts of negligence, or its employees' acts of negligence when acting within the scope of their employment and agrees to be liable, up to the limits of Section 76828, Florida Statutes, for any damages resulting from said negligence. (b) By VENDOR: VENDOR agrees to indemnify, hold harmless and defend SBBC, its agents, servants and employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney's fees, reasonable investigative and discovery costs, court costs and all other sums which SBBC, its agents, servants and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have arisen out of the —products, goods or services wrongfully furnished whether by negligence or willfulness by VENDOR, its agents, servants or employees; the equipment of VENDOR, its agents, servants or employees while such equipment is on premises owned or controlled by SBBC; or the negligence of VENDOR or the negligence of VENDOR's agents when acting within the scope of their employment, whether such claims, judgments, costs and expenses be for damages, damage to property including SBBC's property, and injury or death of any person whether employed by VENDOR, SBBC or otherwise. 2.11 Insurance Requirements. VENDOR shall comply with the following insurance requirements throughout the term of this Agreement: (a) General Liability. VENDOR shall maintain General Liability insurance during the term of this Agreement with limits not less than $1,000,000 per occurrence for Bodily Injury/ Property Damage; $1,000,000 General Aggregate; and limits not less than $1,000,000 for Products/Completed Operations Aggregate. (b) Errors & Omissions and Fiduciary Liability. VENDOR shall maintain Errors & Omissions and Fiduciary Liability insurance during the term of this Agreement, combined limit of not less than $25,000,000 Annual Aggregate. If on a claims -made basis, the coverage must respond to all claims reported within three (3) years following the term of the contract. (c) Cyber Liability and Network Security. VENDOR shall maintain Cyber Liability and Network Security insurance during the term of this Agreement of a limit not less than $10,000,000 Annual Aggregate. If on a claims -made basis, the coverage must respond to all claims reported within three (3) years following the term of the contract. Agreement with PFMAsset Management LLC Page 5 of 16 (d) Crime/Financial Fidelity. VENDOR shall maintain Crime/Financial Fidelity insurance during the term of this Agreement of a limit not less than $10,000,000, Employee Dishonesty, Third Party Fidelity Bond, and Inside/Outside Money and Security coverage for SBBC owned property in the care, custody and control of the VENDOR throughout the term of this Agreement. If on a claims -made basis, the coverage must respond to all claims reported within three (3) years following the term of the contract. (e) Workers' Compensation. VENDOR shall maintain Workers' Compensation insurance during the term of this Agreement in compliance with the limits specified in Chapter 440, Florida Statutes, and Employer's Liability limits shall not be less than $100,000/$100,000/$500,000 (each accident/disease-each employee/disease-policy limit). (f) Auto Liability. VENDOR shall maintain Owned, Non -Owned and Hired Auto Liability insurance with Bodily Injury and Property Damage limits of not less than $1,000,000 Combined Single Limit. (g) Acceptability of Insurance Carriers. The insurance policies required under this Agreement shall be issued by companies qualified to do business in the State of Florida and having a rating of at least A- VI by AM Best or Aa3 by Moody's Investor Service. (h) Verification of Coverage. Proof of the required insurance must be furnished by VENDOR to SBBC's Risk Management Department by Certificate of Insurance within fifteen (15) days of the date of this -Agreement. To streamline this process, SBBC has partnered with EXIGIS Risk Management Services to collect and verify insurance documentation. All certificates (and any required documents) must be received and approved by SBBC's Risk Management Department before any work commences to permit VENDOR to remedy any deficiencies. VENDOR must verify its account information and provide contact details for its Insurance Agent via the link provided to it by email. (i) Required Conditions. Liability policies must include the following terms on the Certificate of Insurance: 1) The School Board of Broward County, Florida, its members, officers, employees and agents are added as additional insured with the exception of Professional and Cyber Liability. 2) All liability policies are primary of all other valid and collectable coverage maintained by The School Board of Broward County, Florida. 3) Certificate Holder: The School Board of Broward County, Florida, c/o EXIGIS Risk Management Services, P.O. Box 4668-ECM, New York, New York 10163-4668. (h) Cancellation of Insurance. VENDOR is prohibited from providing services under this Agreement with SBBC without the minimum required insurance coverage and must notify SBBC within five (5) business days if required insurance is cancelled. (i) SBBC reserves the right to review, reject, or accept any required policies of insurance, including limits, coverage, or endorsements, herein throughout the term of this Agreement. Agreemeni with PFMAsset Management LLC Wage 6 of 16 2.12 Nondiscrimination. (a) As a condition of entering into this Agreement, VENDOR represents and warrants that it will comply with the SBBC's Commercial Nondiscrimination Policy, as described under, Section D.1 of SBBC's Policy No. 3330 — Supplier Diversity Outreach Program. (b) As part of such compliance, VENDOR shall not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation, or on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring, or commercial treatment of subcontractors, vendors, suppliers, or commercial customers, nor shall VENDOR retaliate against any person for reporting instances of such discrimination. VENDOR shall provide equal opportunity for subcontractors, vendors, and suppliers to participate in all of its public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the SBBC's relevant marketplace. VENDOR understands and agrees that a material violation of this clause shall be considered a material breach of this Agreement and may result in tennination of this Agreement, disqualification of the company from participating in SBBC Agreements, or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. 2.13 Annual A.Upropriation. The performance and obligations of SBBC under this Agreement shall be contingent upon an annual budgetary appropriation by its governing body. If SBBC does not allocate funds for the payment of services or products to be provided under this Agreement, this Agreement may be terminated by SBBC at the end of the period for which funds have been allocated. SBBC shall notify the other party at the earliest possible time before such termination. No penalty shall accrue to SBBC in the event this provision is exercised, and SBBC shall not be obligated or liable for any future payments due or any damages as a result of termination under this section. 2.14 Excess Funds. Any party receiving funds paid by SBBC under this Agreement agrees to promptly notify SBBC of any funds erroneously received from SBBC upon the discovery of such erroneous payment or overpayment. Any such excess funds shall be refunded to SBBC. 2.15 Incorporation by Reference. Attachment A, Attachment B, Attachment C, Attachment D attached hereto and referenced herein shall be deemed to be incorporated into this Agreement by reference. 2.16 Services of VENDOR. SBBC hereby engages VENDOR to serve as investment advisor under the terms of this Agreement with respect to the funds described in this Agreement and such other funds as SBBC may from time to time assign by written notice to VENDOR (collectively the "Managed Funds"), and VENDOR accepts such appointment. In connection therewith, VENDOR will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. VENDOR shall continuously monitor investment opportunities and evaluate investments of the Managed Funds. VENDOR shall furnish SBBC with statistical information and reports with respect to investments of the Managed Funds. VENDOR shall place all orders for the purchase, sale, loan or exchange of portfolio securities for SBBC's account with brokers or dealers recommended by VENDOR and/or SBBC, and to that end VENDOR is authorized as agent of SBBC to give instructions to the custodian designated by SBBC (the "Custodian') as to deliveries of securities and payments of cash for the account of SBBC. In connection with the selection of such Agreement with PFMAsset Management LLC Page 7 of 16 brokers and dealers and the placing of such orders, VENDOR is directed to seek for SBBC the most favorable execution and price, the determination of which may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to VENDOR by such brokers and dealers. The Custodian shall have custody of cash, assets and securities of SBBC. VENDOR shall not take possession of or act as custodian for the cash, securities or other assets of SBBC and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented by such other written instructions as may from time to time be provided by SBBC to VENDOR. VENDOR shall be entitled to rely upon SBBC's written advice with respect to anticipated drawdowns of Managed Funds. VENDOR will observe the instructions of SBBC with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which VENDOR reasonably believes to be reputable, qualified and financially sound. 2.17 Registered Advisor; Duty of Care. VENDOR hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. VENDOR shall immediately notify SBBC if at any time during the term of this Agreement it is not so registered or if its registration is suspended. VENDOR agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which SBBC may have under any federal securities laws. SBBC hereby authorizes VENDOR to sign I.R.S. Form W-9 on behalf of SBBC and to deliver such form to broker -dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement. 2.18 VENDOR's Other Clients. SBBC understands that VENDOR performs investment advisory services for various other clients which may include investment companies, cominingled trust funds and/or individual portfolios. SBBC agrees that VENDOR, in the exercise of its professional judgment, 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 Managed Funds. VENDOR shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that VENDOR, its principals, affiliates, or employees may purchase, sell or exchange such.security for the account of any other client or for itself or its own accounts. 2.19 Disciplinary Actions. VENDOR shall promptly give notice to SBBC if VENDOR shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission ("SEC") or any other agency or department of the United States, any registered securities exchange, FINRA, or any regulatory authority of any State based upon the performance of services as an investment advisor. 2.20 Brochure and Brochure Supplement. VENDOR warrants that it has delivered to SBBC prior to the execution of this Agreement VENDOR's current SEC Form ADV, Part 2A (brochure) Attachment C and Part 2B (brochure supplement) Attachment D. SBBC acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement. Agreement with PFMAsset Management LLC Page 8 of 16 ARTICLE 3 — GENERAL CONDITIONS 3.01 No Waiver of Sovereign Immunity. Nothing herein is intended to serve as a waiver of sovereign immunity by any agency or political subdivision to which sovereign immunity may be applicable or of any rights or limits to liability existing under Section 768.28, Florida Statutes. This section shall survive the termination of all performance or obligations under this Agreement and shall be fully binding until such time as any proceeding brought on account of this Agreement is barred by any applicable statute of limitations. , 3.02 No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. None of the parties intend to directly or substantially benefit a third party by this Agreement. The parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against any of the parties based upon this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any Agreement. 3.03 Independent Contractor: The parties to this Agreement shall at all times be acting in the capacity of independent contractors and not as an officer, employee or agent of one another. Neither party or its respective agents, employees, subcontractors or assignees shall represent to others that it has the authority to bind the other party unless specifically authorized in writing to do so. No right to SBBC retirement, leave benefits or any other benefits of SBBC employees shall exist as a result of the performance of any duties or responsibilities under this Agreement. SBBC shall not be responsible for social security, withholding taxes, contributions to unemployment compensation funds or insurance for the other party or the other party's officers, employees, agents, subcontractors or assignees. 3.04 Default. The parties agree that, in the event that either party is in default of its obligations under this Agreement, the non -defaulting party shall provide to the defaulting party (30) calendar days written notice to cure the default. However, in the event said default cannot be cured within said thirty (30) calendar day period and the defaulting party is diligently attempting in good faith to cure same, the time period shall be reasonably extended to allow the defaulting party additional cure time. Upon the occurrence of a default that is not cured during the applicable cure period, this Agreement may be terminated by the non -defaulting party upon thirty (30) calendar days notice. This remedy is not intended to be exclusive of any other remedy, and each and every such, remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or future exercise thereof. Nothing in this section shall be construed to preclude termination for convenience pursuant to Section 3.05. 3.05 Termination. This Agreement may be canceled with or without cause by SBBC during the term hereof upon thirty (30) calendar days written notice to the other parties of its desire to terminate this Agreement. In the event of such termination, SBBC shall be entitled to a pro rota refund of any pre -paid amounts for any services scheduled to be delivered after the effective date of such termination. SBBC shall have no liability for any property left on SBBC's property by any party to this Agreement after the termination of this Agreement. Any party contracting with SBBC under this Agreement agrees that any of its property placed upon SBBC's facilities pursuant to this Agreement shall be removed within ten (10) business days following the termination, conclusion or cancellation of this Agreement and that any such property remaining upon SBBC's facilities after that time shall be deemed to be abandoned, title Agreement with PF'Mrlsset Management LLC Page 9 of 16 to such property shall pass to SBBC, and SBBC may use or dispose of such property as SBBC deems fit and appropriate. 1 3.06 Compliance with Laws. Each party shall comply with all applicable federal, state and local laws, SBBC policies, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this Agreement. 3.07 Place of Performance. All obligations of SBBC under the terms of this Agreement are reasonably susceptible of being performed in Broward County, Florida and shall be payable and performable in Broward County, Florida. 3.08 Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted exclusively to the jurisdiction of the State courts of the Seventeenth Judicial Circuit of Broward County, Florida or to the jurisdiction of the United States District Court for the Southern District of Florida. Each parry agrees and admits that the state courts of the Seventeenth Judicial Circuit of Broward County, Florida or the United States District Court for the Southern District of Florida shall have jurisdiction over it for any dispute arising under this Agreement. 3.09 Entirety of Agreement. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 3.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3.11 Assignment. Neither this Agreement nor any interest herein may be assigned, transferred or encumbered by any party without the prior written consent of the other party. There shall be no partial assignments of this Agreement including, without limitation, the partial assignment of any right to receive payments from SBBC. 3.12 Captions. The captions, section designations, section numbers, article numbers, titles and headings appearing in this Agreement are inserted only as a matter of convenience, have no substantive meaning, and in no way define, limit, construe or describe the scope or intent of such articles or sections of this Agreement, nor in any way affect this Agreement and shall not be construed to create a conflict with the provisions of this Agreement. 3.13 Severability. In the event that any one or more of the sections, paragraphs, sentences, clauses or provisions contained in this Agreement is held by a court of competent jurisdiction to be invalid, illegal, unlawful, unenforceable or void in any respect, such shall not affect the remaining portions of this Agreement and the same shall remain in fiilI force and effect as if such invalid, illegal, unlawful, unenforceable or void sections, paragraphs, sentences, clauses or provisions had never been included herein. 3.14 Preparation of Agreement. The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement with PFMAsset Management LLC Page 10 of 16 Agreement has been their joint effort. The language agreed to herein expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 3.15 Amendments. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by each party hereto. 3.16 Waiver. The parties agree that each requirement, duty and obligation set forth herein is substantial and important to the fonnation of this Agreement and, therefore, is a material terra hereof. Any party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement unless the waiver is in writing and signed by the party waiving such provision. A written waiver shall only be effective as to the specific instance for which it is obtained and shall not be deemed a continuing or future waiver. 3.17 Force Maieure. Neither party shall be obligated to perfonn any duty, requirement or obligation under this Agreement if such performance is prevented by fire, hurricane, earthquake, explosion, wars, sabotage, accident, flood, acts of God, strikes, or other labor disputes, riot or civil commotions, epidemics, pandemics, government regulations, and the issuance or extension of existing government orders of the United States, the State of Florida, or local county and municipal governing bodies, or by reason of any other matter or condition beyond the control of either party, and which cannot be overcome by reasonable diligence and without unusual expense ("Force Majeure"). In no event shall a lack of funds on the part ofeither party be deemed Force Majeure. 3.18 Survival. All representations and warranties made herein, indemnification obligations, obligations to reimburse SBBC, obligations to maintain and allow inspection and audit of records and property, obligations to maintain the confidentiality of records, reporting requirements, and obligations to return public funds shall survive the termination of this Agreement. 3.19 Agreement Administration. SBBC has delegated authority to the Superintendent of Schools or his/her designee to take any actions necessary to implement and administer this Agreement. 3.20 Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. 3.21 AuthoritE. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whore he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first above written. Agreement with PFMAsset Management LLC Page t 1 of 16 (Corporate Seal) ATTEST: Dr. Vickie L. Cartwright Interim Superintendent of Schools FOR SBBC: THE SCHOOL BOARD OF BROWARD COUNTY, FLORIDA Approved as to Form and Legal Content: Digitally signed by Eric Abend Reason: PFM Asset Management Date: 2022,02,02 13:39:59 -05'00' Office of the General Counsel [THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] Agreement with PFMasset Management LLC Page 12 of 16 (Corporate Seal) ATTEST: , Secretary Witness --Witness PFM ASSET MANAGEMENT TLC By Name: Title: of ^CC - The Following EXtUL,&gEtvjnad Without Regard to Whether the Party Chose to Use a Secretary's Attestation or Two (2) Witnesses. STATE OF, COUNTY OF The foregoing instrument was acknowledged before me by means of Rphysical presence or 0 online notarization, this, � ;date} bye � (name of officer or agent, title of o�cer or age o a (name of corporation acknowledgif. a 2:�(state or place of incorporation) corporation, on behalf of the corporation.. He/she is 0 personally known to -me (underline if applicable) or has produced _ (iype of identification) as identification and who ®did/®slid not first take an oath this , �day of 2022. My Commission Expires: o� Y pia •. MELISSA D L DMAN Notary Public State of Florida �' A= Commission # GG` 329475 (SEA My Comm. Expires Apr 10, 2023 9onded through National Notary Assn. Agreement with PFMAsset Mawgement LLC Si at .re — Notary Pu is Printed Dame of Notary Notary's Commission. No. Page 13 of 16 ATTACFIMEN T A SCOPE OF SERVICES_PROVIDED VENDOR shall actively manage, on a total return basis, SBBC's separate investment portfolios pursuant to the specific, stated investment objectives and SBBC's investment policy. 2. VENDOR shall place orders for the purchase and sale of securities, communicate settlement information to SBBC staff, and assist in coordinating security settlement. 3. VENDOR shall have the necessary qualified professional staff to conduct an annual or periodic operational review on the treasury management functions of SBBC to ensure that SBBC complies with SBBC's Investment Policy, Internal Controls, and standard investment practices. 4. VENDOR shall serve as a general resource to SBBC staff for information, advice, and training regarding fixed -income securities, investments, and treasury operations. 5. VENDOR shall work with SBBC staff to develop a detailed, accurate cash flow analysis and projections to ensure that the investment strategy is consistent with SBBC's cash requirements. In addition, VENDOR shall work with capital budget and accounting staff and assist in the development of project expenditure schedules for the purpose of developing an investment plan, for all capital funds, including bond proceeds. 6. VENDOR shall provide monthly statements to SBBC on investment activity, earnings, and the current value of the investment portfolio. These reports must include the information as required by Governmental Accounting Standards Board® (GASB) standards and pronouncements. The selected investment manager must maintain accurate reports of investments, including a monthly asset allocation report of the investments and compliance with applicable investment policies of SBBC and State of Florida statutes. 7. VENDOR shall provide quarterly investment reports, including a description of market conditions, investment strategies, employed performance, and suggested changes to investment strategy. VENDOR shall meet with SBBC on a quarterly basis to report on the performance of the investment portfolio and assist SBBC with the development of both short and long-term investment strategies. 9. VENDOR's attendance at other meetings may also be required, as needed. 10. VENDOR shall conduct all aspects of the bond and structure products investment program in compliance with the arbitrage and rebate requirements of the U.S. Treasury, currently described in Section 148 of the Internal Revenue Code of 1986 as amended and of the related Code of Federal Regulations. Agreement with PFMAsset Management LLC Page 14 of 16 ATTACHMENT A SCOPE OF SERVICES PROVIDED_ 11. On occasion, VENDOR may be assigned by an engagement letter setting forth the terms and conditions and cost of such services. 12. VENDOR shall adhere to the Code of Professional and Ethical Standards as described by CFA Institute, Association for Investment Management and Research (AWR). 13. If this service is requested by SBBC in the future, VENDOR shall have the capability and experience to develop, design, and independently bid a wide array of complex financial investments (structure products) like advance refunding escrow accounts, repurchase agreements, forward rate agreements, flexible investment contracts, and other municipal derivatives. This service will be applied to SBBC's current bond proceeds, escrows, and future bond issues with the knowledge of public sector asset and liability management. (a) These services would be provided under this RFP as an Amendment to Agreement with PFM Asset Management LLC or as a separate Agreement with PFM Swap Advisors LLC. [THIS SPACE INTENTIONALLY LEFT BLANK] Agreement -with PFMAssetManagement LLC Page 15 of 16 ATTACHMENT B COST OF SERVICE The fees listed in this Agreement shall cover all of VENDOR's normal costs for these services, including travel and out-of-pocket expenses. VENDOR is proposing to lower SBBC's fees in recognition of current and the future near -term impacts of the COVTD-19 pandemic. The fee schedule below represents a 26% reduction in annual costs for SBBC. VENDOR's fees do not include custodial fees, which would be negotiated between SBBC and the custodian. The fees listed below represent the only compensation VENDOR will receive for this engagement. Since fees are assessed based upon assets under management, there will be no hourly fees associated with this engagement. Fees will be based on the average daily net assets under management for the month and will be billed in arrears. Separately Managed Account Fee Schedule, based on portfolio size. Assume a Portfolio Size of $200 Million. Asset Under Management Fixed Annual Fee (%) First $25 Million 0.080% Next $25 Million 0.060% Next $50 Million 0.050% Above $100 Million 0.050% For all Assets Under Management up to $200 million $92,000 For all Assets Under Management over $200 million No Limit. Pay incremental basis points of .050%. Calculation is based on a daily aver a e balance Additional Services Outsourced Chief Investment Officer (OLIO) Fee Schedule for the Other Post Employment Benefits (OPEB) Portfolio All of the discretionary OC10 investment advisory services for the OPEB fund described in this Agreement are included in the fee schedule outlined below, which includes administrative fees, investment advisory for a multi -employer or single -employer trust structure, travel and meetings, as well as policy development and implementation, asset allocation analysis, manager search, selection and monitoring, performance calculation and attribution and customized .reporting exhibits. Underlying manager fees are netted from returns, not included in the fee schedule and are subject to' change based on asset allocation and manager lineup. Assets Under Management Management Fee in Basis Points ("bps".. First $25 Million 30 bps (0.30%) Next $25 Million 15 bps (0.15%) Assuming $10 million in assets, the annual fee would total $30,000 (or 30 basis points). SBBC would receive an invoice outlining the calculation of monthly fees. This represents the only compensation VENDOR will care. Additional costs may include underlying mutual fund expense ratios deducted directly from returns, which currently range between 0.07% for an all passive implementation and 0.54% for a heavily active implementation, depending on the final asset allocation and active vs. passive product mix. Agreement with PFM.Afsset Management.LLC Page 16 of 16 ATTACH Rq, E H 7 C ATTACHMENT C Fora ARV, Part 2A 12/23/2021 This brochure provides information about the qualifications and business practices of PFM Asset Management LLC. if you have any questions about the contents of this brochure, please contact us at fmarnre uest fmam.corn. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about PFM Asset Management LLC is also available on the SEC's website at www.adviserinfo.sec.gov_. The searchable IARD/CRD number for PFM Asset Management LLC is 122141. PFM Asset Management LLC is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. The following is a summary of material changes from our last Brochure dated March 30, 2021: Effective December 7, 2021, PFM Asset Management LLC (PFMAM) became a wholly -owned subsidiary of U.S. Bancorp Asset Management, Inc. (USBAM). USBAM is a direct wholly -owned subsidiary of U.S. Bank National Association (U.S. Bank) and an indirect wholly -owned subsidiary of U.S. Bancorp. PFMAM continues to operate as a separate registered investment adviser. Changes made throughout this Brochure are reflective of this new relationship and are focused primarily in the following areas: ® Item 4: Advisory Business ® item 5: Fees and Compensation * Item 10: Other Financial industry Activities and Affiliations e Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading * Item 12: Brokerage Practices Item 14" Client Referrals and Other Compensation Item 1S: Custody Item 17: Voting Client Securities We may, at any time, make material changes to this Brochure and if we do, we will either send you a copy or offer to send you a copy (either by electronic means (email) or in hard copy form). if you would like another copy of this Brochure, please download it from the SEC website as indicated above or you may contact our Chief Compliance Officer, Leo Karwejna, at 717-231-6200 or at pfrnamrecluest@pfmam.com. PAGE 2 ATTACHMENT C Form ADV, Park 2A 12/23/2021 [ten 4: Advisory Business.............................................................................................................................4 Item 5: Fees and Compensation...................................................................................................................7 Item 6: Performance -Based Fees and Side -by -Side Management...........................................................1. 10 Item7: Types of Clients...... ................................................................. ­ ......................... .... ...... .... I ........... 10 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 10 Item 9: Disciplinary Information..................................................................................................•............. 17 Itern 10: Other Financial Industry Activities and Affiliations....................................................................... 17 Item 11: Code of Ethics, Participation or Interest in . Client Transactions and Personal T rading ...................................................................................... 19 Item12: Brokerage Practices....................................................................................................................... 20 Item 13: Review of Accounts....................................................................................................................... 21 Item 14: Client Referrals and Other Compensation.................................................................................... 22 Item15: Custody.......................................................................................................................................... 22 Item 16: Investment Discretion................................................................................................................... 23 Item17: Voting Client Securities................................................................................................................. 23 Item 18: Financial Information................................................................................................................... 25 PAGE 3 ATTACHMENT C Form ADV, Part 12/23/2021 Effective December 7, 2021, PFMAM became a wholly -owned subsidiary of USBAM. USBAM is a direct wholly -owned subsidiary of U.S. Bank and an indirect wholly -owned subsidiary of U.S. Bancorp. U.S. Bank is not responsible for and does not guarantee the products, services or performance of PFMAM. PFMAM continues to operate as a separate registered investment adviser. PFMAM is a Delaware limited liability company. As of December 31, 2020, the amount of client assets we managed on a discretionary basis was $120,613,630,589 and the amount we managed on a nondiscretionary basis was $550,367,371. In addition, as of December 31, 2020, we provided investment consulting services with respect to assets in the amount of $42,069,033,081. We offer the following types of investment advice: Discretionary Advice We offer discretionary advisory services for government, nonprofit and other institutional investors who invest in fixed -income and multi -asset class strategies. When a client gives us investment discretion, we have the authority to determine, without obtaining specific approval, (1) overall asset allocation, (2) the specific securities to be bought and sold, (3) the amount of securities to be bought and sold and (4) the broker or dealer through which the securities are bought or sold. For some accounts we may also have discretion to select the manager or sub - adviser to be utilized to manage some, or all, of the portfolio assets. These decisions are subject to limitations of law and restrictions in the contract with our client and limitations in our client's written investment policies. For discretionary advisory engagements, we assume day -to -clay management responsibility for the assets covered by the investment advisory agreement. Examples of the securities we may recommend include U.S. Treasury securities, Federal Agency securities, high-grade corporate obligations, mortgage and asset backed securities, municipal securities, institutional mutual funds (including exchange traded funds) and money market instruments. we arrange for the purchase and sale of these securities to meet the investment objectives and cash flow requirements of each client_ We manage many fixed -income portfolios on a total return basis. We also implement liability -driven strategies that seek to generate cash flows from a portfolio of fixed -income securities to match specific liabilities such as bond -funded defeasance accounts, construction accounts and insurance liabilities. We also provide services to the PFM Multi -Manager Series Trust (MMST or the Trust), a registered open- end investment company, utilizing a manager -of -managers structure. The Trust offers several funds (MMST Funds), with each MMST Fund having specific investment objectives, policies, and restrictions. We are responsible for, among other overall management services, determining investment strategies, selecting and monitoring unaffiliated investment sub -advisers for each MMST Fund and for allocating and reallocating assets among the sub -advisers consistent with each MMST Fund's investment obiective and strategies. We can also purchase securities directly for the MMST Funds. For some of our clients, including trusts, pension plans, endowments, foundations, other post -employment benefits (OPEB) plans or other similar asset pools, we serve as a discretionary manager to invest a client's assets in multiple types of investments. Generally, these accounts include a variety of asset classes, which may include domestic equity, international equity, fixed income and alternative asset classes, including shares of MMST Funds. PAGE 4 ATTACHMENT N Forrfl ADV, Pan 2A /23/2021 We provide discretionary multi -asset class investment services for multi -asset class mandates (sometimes known as outsourced CIO, implemented consulting and a variety of other generic terms). We work with the client to determine a target asset allocation based on a variety of risk and return characteristics. We then implement the asset allocation, either by buying shares of mutual funds (including exchange -traded funds (ETF's) and shares of the MMST Funds) and/or pooled funds or other investment vehicles (collectively, Funds), or by selecting separate investment managers (sub -advisers) who will manage separate accounts of specific asset classes and/or strategies. Under this approach, we have discretion to make the initial selection of the funds or investment sub -advisers. We also provide ongoing periodic monitoring by evaluating the Fund's or the investment sub -adviser's portfolio management philosophy, policies, processes, controls, personnel and investment performance. Clients who hire us give us authority to change, drop or add funds or investment sub -advisers. The client generally gives the investment sub -advisers both investment and brokerage discretion in managing its portion of the portfolio. We prepare forthese clients periodic reports on the investment performance of the various funds, investment sub -advisers and the portfolio as a whole. We also offer clients the option to integrate ESG (Environmental, Social and Governance) factors into the investment approach employed for their separately managed fixed -income or multi -asset class strategies. Through this approach, our clients define objective ESG investment parameters that would be applied to select permitted issuers for their separately managed fixed -income portfolio and permitted funds, strategies and/or managers for their multi -asset class strategies. In addition, our multi -asset class ESG strategy provides clients with the option to implement ESG into a dedicated sleeve of the portfolio or in funds or managers that incorporate ESG themes or considerations. We utilize third -party ESG data and analytics to evaluate issuer level and equity fund level ESG risks. For multi -asset class strategies, eligible domestic equity funds are required to meet certain screening criteria on a best- efforts basis. We monitor those funds' ESG risk scores to help ensure they continue to exhibit the appropriate ESG risk characteristics. Services to Registered Investment Companies and Local Government Investrrient Pools PFMAM currently provides investment advisory and/or administrative services to 18 pooled investment programs (generally known as local government investment pools) across 15 states and one registered investment company whose series or classes are registered in multiple states. We generally, but not always, provide administration services and an affiliate generally provides distribution services as described in this document. Where PFMAM is the investment adviser to a pooled investment vehicle, investment objectives, guidelines and any investment restrictions are described in the relevant offering documents for the vehicle. Non discretionary Advice We also may provide advice on a nondiscretionary basis where we offer clients investment recommendations, subject to their specific approval and further execution instructions. In this case our client makes trades directly or specifically approves our purchase or sale of specific securities, which may include non-negotiable certificates of deposit. Consulting Servlces We also provide nondiscretionary investment consulting services to; ® governmental entities, ® public, Taft -Hartley and corporate pension funds, ® hospital endowments and foundations, ® trusts, OPEB plans, and ® other similar institutional investors. PAGE 5 ATTACHMENT C Form AD , Part 2A 12/23/2021 As a consultant we may provide advice to the client in developing or revising its investment policy, evaluating investment options; establishing and implementing a target asset allocation, determining performance benchmarks, and selecting money managers, pooled trusts or mutual funds to carry out the client's investment strategy. Subject to the client's specific approval, we may also purchase or sell pooled trusts or mutual funds, hire or drop managers, or reallocate assets between managers or funds. We typically begin these services by assessing the client's investment objectives, time horizon and risk tolerance. As part of our consulting service, we provide reporting that may include an inventory of holdings, portfolio analytics, credit analysis and investment performance, and whether the client's portfolio complies with its investment policy. Our consulting services to OPES plans and pension plans may involve financial reporting, analyzing cash flow implications of different funding strategies, and other matters relatingto the OPEB benefits or pension benefits and funding arrangements. Often, we perform these services by working with our client's other professional advisors, such as the client's auditor or actuary. Structured Prod€acts We also provide analytical services for structuring and procuring portfolios in connection with the current issuance or advance refunding of municipal bonds and the investment of bond proceeds. For these engagements we arrange for purchases of specific securities that are generally government obligations or structured investments such as forward delivery agreements or guaranteed investment contracts by obtaining bids on a competitive basis or by negotiating on behalf of our client. Services for Corporations, Insurers, Banks and Other Similar Financial Institutions We also provide discretionary and nondiscretionary advice tailored for corporations, insurers, banks and other similar financial institutions which invest in fixed -income securities. These services are tailored to the particular investment needs, restrictions and requirements which apply to these types of clients. These services may be subject to limitations of certain industry or regulatory requirements, and any other restrictions in the contract with our client and our client's written investment policies. Examples of the securities we may recommend include U.S. Treasury securities, Federal Agency securities, high-grade corporate obligations, mortgage and asset backed securities, institutional bond mutual funds, municipal securities and money market instruments. We arrange for or recommend the purchase and sale of these securities to meet the investment objective, strategies, and risk preferences of each client. Stable Value Management We also offer stable value investment strategies for employee benefit plans that typically include fixed - income investments and benefit -responsive wrap contracts or "wrappers" offered by insurance companies and banks with an overall objective of seeking capital preservation and current income. Stable value strategies are generally offered to defined contribution retirement plan participants either as a separately managed account which we presently offer or via a sponsor's commingled fund. These structures may utilize any or all of the following types of investments, which we refer to as "stable value contracts": ® Guaranteed Investment Contracts (GIC): A stable value investment contract issued by. an insurance company that pays a specified rate of return for a specified period and is backed by the financial strength of the issuing entity. The GIC is supported by securities which are typically held on the issuing insurer's balance sheet in either a general or separate account. CUi ATTACHMENT C _ Form ADY, Part 2A 12/23/2021 Synthetic GIC: A stable value investment contract issued by an insurance company or a bank that simulates the performance of a GIC through the use of financial instruments. The underlying assets associated with a synthetic GIC are held in trust for the benefit of the investing plan's participants. Those assets typically include high -quality fixed -income securities which are actively managed. To enable the policyholder to realize a specific known value for the assets if it there is a need to liquidate them, synthetic GICs utilize a benefit -responsive wrap contract that is designed to provide market, credit and cash flow risk protection to the policyholder. Separate account GIC: A stable value investment contract issued by an insurance company. The underlying assets which we may sub -advise are owned by the issuing insurance company but held in a separate account for the benefit of a participating plan or plans. Synthetic GICs and separate account GICs typically require that the account be managed within specified investment guidelines as a part of the underwriting and contract process of the issuer of the contract. These additional guidelines serve to limit the scope or types of investments otherwise included within a client portfolio. As part of a stable value strategy for the assets we manage, we will make allocations to various underlying internally managed PFMAM and externally managed third -party fixed income investment accounts, monitor and maintain portfolio duration, and coordinate the resources of various investment, legal and compliance professionals and third -party managers. An ongoing review of portfolio structure, cash flow history, guidelines and objectives for each client will occur. We may provide a full range of services such as advising on overall structure or third -party manager asset allocation. Acquiring stable value contracts is an important aspect of stable value management. Where requested, we will identify and select, or assist in the selection of, the financial organizations issuing stable value contracts and negotiate contracts on behalf of clients. General Approach to AdvisM Services We tailor our advisory services taking into account the following factors: ® the services that the client has requested, 9 the client's investment objective, s the client's investment policy, r the client's time horizon, and ® the client's risk tolerance. A client may impose additional restrictions, including restrictions on the types, quality or maturity of securities in which we can invest. We adhere to any investment restrictions provided by the client. The fees we charge our advisory clients vary depending upon several factors including the types of investments permitted, the personnel providing the advisory services, the particular strategy, the size of portfolio being managed, the relationship with the client, and service requirements associated with the account. Fees may also differ based on account type (e.g., a commingled, pooled account or a separate individual portfolio account). Fees for Discretionary Advice m Separate Accounts We generally receive compensation calculated as a percentage of assets we manage. We receive this compensation after a service is provided, and we bill in arrears on a monthly or quarterly basis. As a general PAGE 7 ATTACHMENT T C m Form ADV, Part 2A 12/23/2021 guideline, we charge the following fees for investment advisory services for fixed -income separate account management and stable value strategy management: Fixed -Income Assets Ender Management Annual Rate First $25,000,000 In excess of $25,000,000 Stable Value Assets tinder Management First $50,000,000 Next $50,000,000 Next $150,000,000 Next $250,000,000 0.25% 0.15 % i --Annual Rate 0.30% 0.25% i 3 0.15 i 0.10 % In excess of $500,000,000 0,075% i Generally, the fees we charge for these types of engagements are calculated based on the value of the assets as determined by us using the agreed -upon measure in the contract with our client. As a general guideline for the multi -asset class discretionary management, we charge the following fees for investment advisory services: Assets Under Management First $10,000,000 Next $10,000,000 Next $30,000,000 Next $50,000,000 In excess of $100,000,000 Annual Rate 0.45 % 0.35% 0.25% I. i 0.20% i 0.15 { Generally, the fees we charge for these types of engagements are calculated based on the agreed -upon measure in the contract with our client, typically market value of assets or amortized value plus accrued interest, as determined by the custodian. Registered Investrnent Cornpanies and Pools The fees we charge for the investment services we provide to the registered investment company and local government investment poois vary by program. The fee schedule may include various breakpoints depending on asset levels and may include fee caps or waivers which can be triggered by the overall expense ratio of the pool. We may also receive compensation for providing marketing and administrative services to the registered investment company or local government investment pools. WI DPW ATTACHMENT C 12/23/2021 We generally provide these administrative and marketing services as an integral part of our investment advisory services, and the fees we receive for these services may be included as a component of the investment advisory fees we charge. Nondiscretionaiy Advice We generally charge fixed fees forthese services, depending upon the services thatthe client requests, and the complexity of the services. We also offer nondiscretionary advice on certificate of deposit investment programs, which are designed to provide clients with a fixed rate to a fixed maturity date. Fees typically range up to 0.25% per annum of the cost of the investment purchased by our clients. Under the certificate of deposit programs, we provide clients with the option to set aside moneys in client accounts to pay our fee after we have performed the service. Consulting Services For investment consulting services we generally charge clients either a fixed fee or a fee that is based on a percentage of assets. The fixed fee is based on the size of the portfolio, complexity, and scope of services which we perform. As a general guideline, we charge asset -based fees in a range from 0.05% to 0.30% annually, based on the characteristics listed above. From time to time, we charge hourly fees for these types of services. Structured Products In these engagements, we usually charge a fixed fee. We and our clients agree upon a fee at the Outset of each of these engagements and the fee is a function of the size and complexity of the engagement. The client may pay the fee or may instruct the investment contract counterparty or underwriter in writing to pay our fee on the client's behalf. As a general guideline, the typical fee for investment of municipal bond proceeds in a structured investment, or in a refunding bond escrow structuring and procurement engagement, is less than or equal to 0.20% of the cost of the portfolio or the sum of the total deposits under the agreement. in limited circumstances, the fee percentage will be higher, often because the portfolio is small. Other Imponant Information About Our Compensation Because we tailor our services to the individual needs of a client, we may offer clients more than one of the services described above. In addition, we may also provide services not mentioned above, such as assisting our clients with a one-time purchase or sale of securities_ The fees we charge are negotiable and vary depending upon the particular services we perform and the complexity and extent of the work we provide. We may charge a minimum fee for small accounts, as explained in Item 5, subsection 1 above. Other than these minimum fee requirements, there are no other requirements for maintaining the account. Fees are negotiable so one client may pay a higher fee than another client with similar investment objectives or goals. For some accounts, we may charge a minimum fee and for some we may apply a fee cap. All fees are payable to us only after we perform the services. We do not require our clients to pay our fees in advance. Under the majority of our investment advisory engagements clients authorize us to deduct fees from their investment accounts after they are notified. Under some engagements, the client pays our fees from other sources. The method of payment of our fees is subject to negotiation, and clients have the ability to choose the method of payment, depending on the type of service. For most of our accounts, we bill monthly in arrears. Under some client contracts we bill the client quarterly. For some services, we bill the client on a one-time basis only when we complete the service. —W ATTACH EMT C Form ADV, Part 2A 12/23/2021 We have an affiliate, PFM Fund Distributors, Inc., that is a broker -dealer under the Securities Exchange Act of 1934. PFM Fund Distributors, Inc. typically serves as exclusive distributor of shares of the registered investment company and local government investment pools (Pooled Funds) for which we serve as investment adviser and/or administrator and we receive fees from this arrangement, as more fully described in Item 10 below. No supervised person of our affiliated broker -dealer is compensated for the sale of securities. PFMAM employees are paid a base salary plus a year-end bonus. The annual bonus is dependent upon the profitability of the firm, each group's contribution to the overall profitability of the firm, and each individual's contribution to the group's success. The firm's compensation plan is intended to recognize and reward excellent performance on the part of individuals; however, no PFMAM employee is compensated on a commission -related basis. In rare instances we enter into advisory agreements under which the client pays us a fee, part of which is performance based. For example, we may enter into agreements where the client pays us all or part of our fee to the extent that the performance of the portfolio, we manage exceeds a predetermined benchmark, measured over a designated period of time. We may manage both accounts that are charged a performance -based fee and accounts which are charged other fees, typically a percentage of the value of assets managed. To address any concern that we may have an incentive to favor certain investment opportunities for a performance -based account we follow written procedures designed to allocate trades on an equitable basis considering the investment objectives of the account and without regard to whether an account has a performance -based fee. Accounts with the same objectives and permitted investments should receive a fair allocation over time of similar securities purchased. PFMAM provides investment advisory services to institutional investors, including state and local governments and their agencies, local government investment pools, non-profit organizations, pension and ®PEB funds, banks and corporations. For information concerning minimum fee requirements, please see Item 5 above. Fixed-incorne Porftlios - Analysis and Strategy Investment strategies are developed by the Fixed -income Investment Committee which considers the macroeconomic and interest rate conditions described below. The strategies provide guidance for portfolio managers with regard to appropriate duration and sector allocation for individual portfolios. We may use a variety of analyses as well as internal (including affiliates) and external data sources and market research. External sources include various news and information sources, books, government bulletins, databases, research prepared byothers and publications from rating agencies, unaffiliated broker -dealers and third -party information providers. We also collect information from clients to determine their liquidity requirements, risk tolerances and any other policies or procedures that guide the investment of the client's assets. For clients whose objectives are measured by total return or income our investment approach emphasizes the use of active management strategies that seek to add value. For liability -driven investment portfolios, such as those funded with bond proceeds and used to pay project costs, we identify securities whose cash flows are expected to meet a draw schedule and we may modify the portfolio as the draw schedule changes or as investment opportunities present themselves, although in the latter case the draw schedule is considered first when making modifications. Our Fixed -Income Active Management Process The following describes the principles of our fixed -income investment strategy: Disciplined decision -malting process, PAGE 10 ATTACHMENT Fora ADV, Part 2A 12/23/2021 Duration positioning to manage risk: generally manage durations so they are close to relevant benchmarks, usually no more than +/- 25% of a designated benchmark, and Seek relative value through spread analysis, yield curve positioning, sector weightings and duration management. We use top -down analysis to assess macroeconomic conditions including interest rates, the shape of the yield curve, Federal Reserve monetary policy, and current and historical yield spreads between sectors. Top -down analysis is a key element of our duration and sector allocation decision -making process. We believe identifying macro -level trends in these areas is important for adding value, controlling risk, and lowering volatility. We use a bottom -up approach to security selection that seeks to identify those industries and issuers with fundamental characteristics and financial strength that enhances their potential to perform well. We seek to combine fundamentally sound investments into a portfolio that optimizes return potential in consideration of investment guidelines or restrictions. Lastly, we incorporate low -risk active management techniques designed to augment our relative value approach. We believe active management can capture market inefficiencies that create opportunities for return enhancement. While we expectthat every security we buy will be suitable to hold to maturity, we frequently identify opportunities to swap one investment for another to increase earnings, adjust portfolio duration, improve liquidity, or restructure a portfolio to better meet future needs. Many of the accounts we manage are short and intermediate -term fixed -income assets of governmental entities, so we have tailored our research capabilities and resources to this area of the market. Our portfolio managers and analytical team have access to three major on-line market trading systems: Bloomberg, MarketAxess, and TradeWeb. These systems provide active market quotes, including real-time securities pricing. We also have access to news from Bloomberg News, Dow Jones/Wall Street Journal, CVBC, and other public or specialized news services. in addition, we communicate daily with approximately 30 major government securities dealers and receive market information from them that assists us in identifying specific market opportunities. We supplement these external systems and data sources with proprietary trading tools which we have developed. After selecting investments to meet cash flow requirements and other objectives, we may position a portfolio's duration to take advantage of expected interest rate movements: positioning with a shorter bias when we expect rates to rise and longer when we expect rates to tall. We establish a duration (or average maturity) target for the portfolio based on our macro view of the economy and the financial markets, the type of funds, cash -flow analysis and benchmark chosen by a client. We seek to add value by re -balancing the portfolio to take advantage of market opportunities and in anticipation of interest rate movements. Duration targets for our strategies are established by our Fixed -Income Investment Committee and may be provided to our clients as a management and oversight tool. While maintaining the target duration range for a portfolio, we add value through asset allocation strategies which involve sector selection (security type), yield curve placement (maturity), yield spread analysis and issue selection. Our overall view of the financial markets provides the context for selecting maturities which we believe represent the best relative value along the yield curve and the highest potential for enhanced return, for example by "rolling down the curve" and for selecting specific securities within a sector. We perform proprietary analysis on the yield curve to identify "cheap„ areas of the curve, and to evaluate a variety of portfolio structures. Using the results of this analysis, our portfolios may be over- or under -weighted in certain maturity ranges. We think there is a significant opportunity to enhance earnings with a strategy that focuses on the selection of securities based on relative value. Sectors are selected which represent the best relative value based on our sector outlook and historical sector spreads. Investments other than Treasuries are purchased when spreads are wide and ATTACHMENT T C Fo rm ADV, Part 2A avoided or sold when spreads are narrow. our portfolio managers and traders are assigned to specific market sectors in order to monitor products and opportunities and these responsibilities run across all portfolios. Individual issues are selected based on our assessment of issuerfinancial quality and rating trends, interest rate spread, credit trends, issue structure and liquidity. Portfolios are generally diversified by security type and maturity to avoid a significant investment in a single issuer and to accommodate varying cash flow needs to provide periodic liquidity. We furnish monthly account summaries to each fixed -income portfolio client with assets under continuous management. The summaries include details of all transactions and holdings at the end of the period. We also provide account summaries on a daily basis via our internet portal. We may also provide an investment advice memorandum upon advising and/or completing an order for a buy or sell of securities. Fixed-Incorne Portfolio* - Kish our fired -income strategies, like all investment strategies, involve certain risks. For portfolios whose investments are limited to obligations of the U.S government we believe the risk of default is minimal; for those invested in obligations of Federal agencies, we believe the risk is nearly as low as it is for direct obligations of the U.S. government. Portfolios whose Investments include corporate and municipal obligations are subject to the risk that an issuer will fail to pay principal or interest on a timely basis, while those containing mortgage -backed securities are subject to the risk of uncertain timing of principal payments. in order to manage risks, we seek to diversify portfolio holdings and we limit our investments in corporate and municipal obligations and in mortgage -backed securities to those that are investment grade. Portfolios are also subject to interest rate risk. This is because the market value of securities changes as interest rates change, with a rise in rates reducing market values and a decline in rates increasing market values. Changes in interest rates affect longer maturity securities more than they affect shorter maturity securities, other things being equal. We manage this risk by managing these portfolios within duration ranges consistent with portfolio objectives. Nonetheless, investors should expect to experience market value and total return volatility which can include unrealized losses in excess of periodic income. Although the investment strategies we employ do not involve significant or unusual risk beyond that of the general investment grade fixed -income markets, investors should recognize that investing in securities involves a risk of loss that the investor should be prepared to bear. Past performance is not a guarantee of future returns. The risk of our top -down strategy is that our macro view of the economy and financial markets is wrong and we position a portfolio's duration or sector allocation in a manner that is not optimal. We seek to manage this risk by limiting variations from duration or maturity concentrations from those of client benchmarks and by diversifying holdings among security types_ For liability -driven investment portfolios, we seek to minimize market risk by approximately matching portfolio cash flows with expected liabilities. The risk of our bottom -up strategy is that securities that we include in a portfolio because they are perceived to have relative value may later lose value when compared with the general fixed -income market. We seek to manage this risk by careful and systematic analysis of relative values, by performing credit analysis on issuers of securities we recommend and by diversifying holdings. Frequent trading of securities can create higher overall transaction costs that will reduce portfolio income. We manage portfolios actively and we seekto minimize trading costs by recommending liquid issues that are actively traded in the markets and by utilizing competitive bidding wherever feasible. Certain portfolios may invest in ETFs. An ET F is an individual security that trades on an exchange and represents a basket of securities or other assets that is designed to track the performance of specified indices, sectors or asset classes. ETFs are subject to various risks, including the ability of the ETF's managers to meet the investment objective, and to manage appropriately the ETF's portfolio when the underlying securities are redeemed or sold, particularly during periods of market turmoil and as investors' perceptions regarding ETFs or their underlying investments change. There is also no guarantee that an ETF will achieve a high degree of correlation to its targeted index and therefore achieve its investment objective. PAGE J2 ,. ATTACHMENT Form ADV, Part 2A 12/23/2021 Stable value strategies are subject to many of the risks described above as well as those risks related to stable valise contracts, which are designed to permit plan participant withdrawals for permitted purposes in accordance with the plan, to occur at book value on the terms set forth in each contract. The obligations of providers of stable value contracts are those of the providers, not us. There is no guarantee that stable value contracts will continue to be valued at their contract value rather than market or fair value or that providers under stable value contracts will fulfill their obligations. If the assets under a stable value contract were revalued attheir market values, for purposes of redeeming investments by participants in a retirement plan, this could cause a significant loss in value to the investor. In addition, certain stable value contracts typically provide for an adjustment to contract value if a security that is part of the covered assets defaults or otherwise has its credit risk deteriorate or becomes "impaired" as defined in the contract. The market for stable value contracts is limited. There can be no assurance that sufficient stable value contracts will be available in the future to replace or supplement existing contracts or, even if available, will be available on favorable financial terms. Certain stable value providers offer bundled arrangements, under which the provider has both the contract value obligation and the provider (or an affiliate) manages the underlying portfolio - Multi -Asset Class Asset Management - Analysis and Sirafe6dy The Multi -Asset Gass Investment Committee: 1) oversees multi -asset class portfolio strategies by establishing asset allocation targets and approving investment sub -advisers (investment manager)/funds for all discretionary multi -asset class accounts; Zj provides investment and portfolio risk oversight for investment decisions; and 3) determines Capital Market Assumptionsthat are utilized to develop our multi -asset class portfolio strategies. Capital Market Assumptions are generally determined annually for intermediate- and long-term time periods and include expected returns and volatility measures for a wide range of asset classes. Intermediate -term (five years) assumptions are derived from our assessment of current economic conditions, including corporate profits, balance sheets, and current valuations for various asset classes. long-term assumptions (thirty years) are derived using an economic building block approach that projects economic and corporate profit growth; and that takes into consideration the fundamental factors driving long-term real economic growth, and our expectation for inflation, productivity and labor force growth. We may use a variety of analyses as well as internal (including affiliates) and external data sources and market research. We use a consistent approach to multi -asset class accounts that involves: Portfolio planning - we use a survey to facilitate a discussion with clients on all the asset classes to help decide which should be permitted in the Final overall allocation. The survey also provides information about goals, objectives, cash flow projections, risktolerance, ability to withstand losses, as well as the view of the economy and the markets. The survey is revisited periodically throughout the life of the engagement as client circumstances change. Determining asset allocation structure - we believe that the asset allocation decision is the most important factor in determining the expected investment return of a portfolio. The use of the portfolio planning survey and Capital Market Assumptions allow us to determine an asset allocation plan for the client. We use a modeling program from Ibbotson Associates (now owned by Morningstar, Inc.), along with a proprietary modeling program which allow us to conduct a detailed asset/liability modeling study. Each model uses the latest historical data on asset class investment returns, volatility, and correlation with other asset classes. Our goal is to determine an "optimal" portfolio. We do this by running a series of tests on each model to determine the probability of achieving the desired investment objective under different market scenarios. Existing funding requirements may override the more subjective "tolerance for loss." This process helps inform our clients of the range of outcome possibilities associated with each asset allocation plan, and to identify a plan that best meets the expectations set forth in the portfolio planning survey. Investment manager selection - our research team monitors the investment products included in our client portfolios. The research team corresponds with investment managers on a regular basis and meets with there routinely to maintain an understanding of each manager's investment process and strategy. As part of ongoing manager due diligence, research analysts run a series of risk/return PAGE 13 ATTACHMENT C Form AW4, Part 2A 12/23/2021. statistics, peer universe analysis, portfolio attribution and style analysis on all investment strategies employed in our clients' portfolios to help ensure they continue to bean appropriate component of the overall portfolio. Rebalancing - we evaluate a client's portfolio regularly to determine the need for rebalancing based on factors including current allocation targets, perceived assessment of relative value, and changes in Capital Market Assumptions. For multi -asset class portfolios where we have discretion, we establish target levels for each asset class in the planning stages along with a minimum /maximum range and may update these as our Capital Markets Assumptions and market conditions change. These parameters are recommended for inclusion in the client's investment policy statement. Ongoing Monitoring - we monitor a client's asset allocation, as well as the portfolio's money managers/mutual funds on an ongoing basis through detailed analysis and our proprietary manager ranking system. For our discretionary accounts, we may place a manager or fund on the watch list as a result of lagging performance, poor risk metrics and/or qualitative issues, among other things. Removal from the watch list is typically based on several quarters of improved performance against peers and an appropriate benchmark or remediation of other issues. If problems endure, probation is a subsequent step in the process of reviewing managers. Ultimately, if the problem persists, our Multi - Asset Gass Investment Committee approves a termination recommendation. Reporting -- we report investment performance for multi -asset class accounts on at least a quarterly basis. Each client receives a report containing its own performance measures allowing the client to review its plan and its investment managers' performance compared to the established benchmark, while monitoring cash flows and other financial indicators. There is also a review of the economy, financial markets and our investment strategy. Quarterly conference calls/meetings are held with clients to review performance reports. The strategies are implemented in multi -asset class accounts by investing in mutual funds or ETFs advised by advisers that are not affiliated with us. In MMST the strategies are implemented either by allocating assets to investment managers or by investing in mutual funds or ETFs advised by advisers that are not affiliated with us. Shares of MMST Funds may make up a portion or all of the assets of a client's multi -asset class account. Multi -Asset Class feet Mann eMent ® Risk Investing in multi -asset class strategies involves a risk of loss that an investor should be prepared to bear. The investment strategies we employ do not involve significant or unusual risk beyond that of the general markets for international and domestic equities, fixed income, publicly traded real estate, and other investments we recommend. In order to manage the risks inherent in these markets we seek to diversify portfolios by blending equity, fixed income, and cash -based securities, in a manner that is designed to meet the client's risktolerance, with the objective of reducing the risk of long-term losses. There is no assurance that the clients objectives will be met. Past performance is not a guarantee of future returns. Investing in cash, fixed income:, and equity funds through separate account managers, mutual funds or ETFs involves risk. Each asset class has its own idiosyncratic risk and return characteristics. in modeling portfolios for our clients, we assess the individual characteristics of asset classes from a historic and forward -looking point of view, to optimize the best blend given the client's investment objectives and tolerance for risk. There is risk that our macro view of the economy and assumptions about asset class characteristics is wrong and we position a portfolio's asset allocation in a manner that is not optimal. An ETF is an individual security that trades on an exchange and represents a basket of securities or other assets that is designed to track the performance of targeted indices, sectors or asset classes. ETFs are subject to various risks, including the ability of the ETF's managers to meet the investment objective, and to manage appropriately the ETF's portfolio when the underlying securities are redeemed or sold, particularly during periods of market turmoil and as investors' perceptions regarding ETFs or their underlying investments change. There is also no guarantee that an ETF will achieve a high degree of correlation to its targeted index and therefore achieve its investment objective. PAG E 14 ATTACHMENT C Form ADV, Part 2A 12/23/202 1 Use of Co- and rib -Advisers ;or Certain Strategy tmpliamentations When third -party managers are engaged to carry out our fixed -income strategy or multi -asset class strategy, they are chosen based upon their skill in specific investment styles or sectors and there is risk involved. We employ a .due diligence process to review the capabilities of any proposed third -party manager and monitor third -parties on an ongoing basis. Specifically, we examine their experience, background, expertise, investment philosophies,. applicable operational capabilities, and past performance to assess how the manager has invested over a period of time and in different economic conditions. We monitor managers, with such monitoring typically including evaluating the underlying holdings, strategies, concentrations, terms and performing reference checks as part of our initial and/or periodic risk assessment. A risk of investing with a third -party manager who has been successful in the past is that the third -parity manager will not be able to replicate that success in the future. In addition, because we do not control the underlying investments in a third -party manager's portfolio, there is also a risk that a manager will deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment. Where multiple third -party managers are employed to manage a single account there is risk that the managers will have offsetting strategies or overlapping investment holdings. We do not control a third -party manager's daily business, regulatory compliance or operations, and seek to mitigate the investment, business, regulatory and reputation@[ risks by undertaking due diligence and ongoing monitoring of the managers including monitoring of their adherence to the investment policy and guidelines they are employed to implement. ESG Investing — Analysis and Strategy A growing number of investors are integrating environmental, social, and governance factors (ESG) into the investment decision making process. As such, we have developed an investment approach to help our clients implement ESG into their investment process and to manage ESG compliance on an ongoing basis. Ourfixed-income ESG strategy provides our clients with the tools and methodology to develop and implement a customized ESG strategy based on their defined ESG criteria. We employ third -parties such as Sustainalytics who provide ESG data and ratings of companies that issue securities that we may recommend. We may also use third -party sub -advisers to manage funds with specific ESG or impact investing goals, such as geographically -targeted mortgage -backed securities or municipals. We offer the potential for further customization through a range of screening tools, which can allow our clients to exclude specific issuers, industries, and funds based on certain defined criteria. since objective ESG criteria are defined, we work with the client to evaluate Investment strategies based on ESG investment parameters. Investment parameters are applied using an ESG risk rating system and other evaluation tools. The risk rating system is designed to objectively quantify an issuer's or fund's ESG risk from both an industry/sub-industry and issuer/fund- specific standpoint. Much like traditional credit ratings, the risk rating system provides a basis to evaluate issuers on a consistent basis and facilitates comparisons across industries and Issuers. Our multi -asset class ESG investment strategy enables our clients to select approved funds that meet certain ESG risk rating threshold as determined by third party providers. in addition, our multi -asset class ESG strategy provides clients with the option to implement ESG into a dedicated sleeve of the portfolio or into a customized ESG product that addresses a specific theme. The following provides some additional detail related to our ESG strategies: ESG integration strategies include systematic and explicit consideration of ESG factors in the investment decision -malting process. Values -based strategies, including screening for or avoiding certain companies or industries as specified by the client. Best in class strategies include making investments in companies based on positive ESG performance relative to industry peers. PAGE 15 ATTACHMENT C Form ADV, Part 2A 12/23/2021 Theme -based strategies, including snaking investments based on specific environmental or social themes or assets related to sustainability. Hybrid strategy, including a combination of two or more of the above approaches. We work through this process with our clients to help them develop and implement ESG investment strategies that are customized to their sustainable investment objectives. This dynamic approach also provides our clients with the flexibility to modify their ESG strategy as their sustainable investment objectives evolve. ESG Risk ESG strategies could cause an account to perform differently compared to accounts that do not utilize ESG investment strategies. The criteria related to certain ESG strategies may result in an account forgoing opportunities to buy certain securities when it might otherwise be advantageous to do so or selling securities for ESG reasons when it might be otherwise disadvantageous for it to do so. In addition, there is a risk that the companies identified by an ESG strategy do not operate as expected when addressing ESG issues. A company's orfund's ESG performance or per oormance of the strategy could vary over time, which could cause a portfolio to be temporarily invested in companies that do not comply with the client's objectives in considering ESG characteristics. There can be significant differences in interpretations of what it means for a company to have positive ESG characteristics and strategy investment decisions may differ depending on these interpretations. In making investment decisions, we rely on information and data that could be incomplete or erroneous, which could cause us to incorrectly assess a company's ESG characteristics. Consulting Engage meats - Analysis Straletgy and Risk For multi -asset class consulting ongagements where we do not have discretion, the methods and analysis generally are similar to those for discretionary accounts as described above. However, determining asset allocation, setting an appropriate asset mix and manager selection are the responsibilities of the client, and not us. We generally make recommendations and report the results at quarterly client meetings and follow client direction with regard to selecting managers and re -balancing accounts. As directed by the client, managers may include those that are not approved for our discretionary accounts. In cases where a client directs assets to a manager that is not approved, the level of ongoing diligence we perform may be limited and clients acknowledge this in writing. Risk for these accounts is similar to risk for discretionary multi -asset class accounts. Re ulirtory Risk Changes to monetary policy by the Federal Reserve or other regulatory actions could expose fixed income and related markets to heightened volatility, interest rate movements, yield spread changes, and reduced liquidity, which may impact the universe of potential investment options, market values, and return potential. Gybersecurity Risk In addition to the risks identified above for each strategy, investing involves various operational and financial risks associated with cybersecurity. These risks include both intentional and unintentional events at our facilities or at one of our clients, third -party counterparties or service providers, that may result in a theft, loss or corruption of data, result in the unauthorized release or other misuse of confidential information, and generally compromise our ability to conduct our business. A cybersecurity breach may also result in a third -party obtaining unauthorized access to our clients' information, including account numbers, account balances, and account holdings. We have established and maintain business continuity plans and cybersecurity systems and protections designed to reduce the risks associated with cybersecuritty breaches. However, there are inherent limitations in these plans and ATTACHMENT C Form ADV, Part 2A 12/23/2021 systems, including that certain risks may not have been identified, in large part because different or unknown threats may emerge in the future. As such, there is no guarantee that such efforts will succeed, especially because we do not directly control the cybersecurity systems of clients, issuers, trading counterparties, or third -party service providers. There is also a risk that cybersecurity breaches may not be detected. Business, Terrorism, and Catastrophe Risks These are the risks of loss that maybe incurred, indirectly, due to the occurrence of various events, including hurricanes, earthquakes and other natural disasters, terrorism and other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on our business and on clients' portfolios, including investments we make. We must disclose material facts about any legal or disciplinary event that is material to a client's evaluation of our advisory business or the integrity of our management. Please refer to our ADV, Part J. for additional details. We and other entities under the common control of U.S. Bancorp, including USBAM, U.S. Bank, U.S. Bank Global Fund Services (USBGFS), and U.S. Bancorp Investments, Inc. (USBII), are related persons. We have certain relationships with related persons, as described below, which may conflict with clients' interests. At a minimum, conflicts are addressed by disclosing the conflicts to affected clients or prospective clients. Our affiliate, PFM Fund Distributors, Inc. (PFMFD), is registered as a broker -dealer under the Securities Exchange Act of 1934. Its sole activities are to serve as exclusive distributor to the registered investment company and local government investment pools (Pooled Funds) for which we serve as investment adviser and/or administrator. if our client invests in a Pooled Fund, we disclose this relationship to the client, through the Form ADV Part 2A and the offering statement For the Pooled Fund. In addition, where Pooled Funds are employed as part of our investment strategy, our investment advisory agreement with the client provides that if we invest client assets in a Pooled Fund, either we will not take these assets into account for purposes of calculating our fees under the client's investment advisory agreement, or we will credit the investment advisoryfee we earn on the client's Pooled Fund investment against investment advisory fees due us related to the client's separately managed account that holds assets in the Pooled Fund. We serve as investment adviser to the MM5T and the MMST Funds. we may enter arrangements with a third party to compensate for services provided. Such compensation payable to the third party is paid out of the fee we receive from the Pooled Fund. We also serve as administrator and/or investment adviser to the following local government investment pools: ® California Asset Management Trust (CAMP), ® Colorado Statewide investment Pool (CSiP), ® Florida Public Assets_ for Liquidity Management (FL PALM), Illinois Trust, ® Massachusetts Development Finance Agency Short -Term Asset Reserve Fiend (Mass STAR), ® Michigan Liquid Asset Fund Plus (MILAF+), ® Minnesota Association of Governments Investing for Counties (MAGIC), ® Minnesota School District Liquid Asset Fund Plus (MSDLAF+), m Missouri Securities Investment Program (MOSIP), ® Nebraska Liquid Asset Fund (NLAF), ® New Hampshire Public Deposit Investment Pool (NH PDIP), New Jersey Asset & Rebate Management Program (NJ/ARM), ® North Carolina Investment Pool (NCIP), ® Pennsylvania Local Government Investment Trust (PLGIT), ® Pennsylvania OPEB Trust (adviser and distributor only), PAGE V As of November 30, 2021, PFMFU served as distributor to all pools. We may receive referral business from our related persons and may pay referral fees to them, as described further under "Client Referrals and Other Compensation" below. USBAM also provides credit research and analysis to PFMAM, including development and management of various approved issuers lists and approved counterparties used by both PFMAM and USBAM, U.S. Bank serves as custodian and/or depository for a significant number of our separately managed accounts and Pooled Funds. We may provide various investment advisory services to U.S. Bands for compensation, including managing accounts of certain U.S. Bank clients as sub -adviser under authority delegated by U.S. Bank, for which we may earn a negotiated fee. We may invest client assets in mutual funds (including the First American Funds for which USBAM serves as investment adviser) or other pooled investment vehicles to whom U5BGFS provides services and receives a fee. USBII, a direct subsidiary of U.S. Bancorp, is a registered broker -dealer and SEC -registered investment adviser. USBII may participate as a member of underwriting syndicates in securities offerings, for which it may receive underwriting discounts or commissions. In certain circumstances and in compliance with applicable laws, regulations and regulatory guidance, including Rule 10f-3 under the Investment Company Act of 1940 (the "Investment Company Act"), we may recommend or purchase such securities for a client from a member of an underwriting syndicate of which USBII is also a member. For non -investment company client accounts, we may recommend or purchase such securities in which USBII participates in the underwriting syndicate if client investment guidelines, restrictions, or other directives do not specifically prohibit the account from purchasing during such securities offering and purchases are made from unaffiliated broker -dealers, unless client consent is obtained to allow for purchases from USBII. We have no arrangements with other investment advisers for direct or indirect compensation for recommending those advisers to our clients. As a matter of policy and practice, we do not accept any fees, commissions or other forms of compensation from any underlying investment managers or others affiliated with our clients' accounts_ We may invest client assets in the publicly traded securities of other PFMAM clients or prospective clients. In such circumstances, we do not and will not receive any compensation from the Issuers specifically for investing client assets in such issuers' securities. We may also invest the assets of the clients in securities issued by companies that are customers of our affiliates. For example, an issuer may be an investment advisory or commercial banking customer of one of our affiliates; or one of our affiliates may be involved in the underwriting or distribution of debt securities purchased by us on behalf of our clients. In such circumstances, the potential for a conflict of interest exists between our obligation to seek the most suitable investments for our clients and the perception that we have an incentive to assist in the success of our affiliate. In certain cases, we may also manage an issuer's proceeds from an underwriting in which an affiliate has been involved, and may receive an advisory fee for doing so, including where we have used our discretionary authority to purchase a portion of that issue for other clients. PFMAM may have arrangements with certain of its affiliates under which PFMAM may provide supplemental account administration, operations, client service, sales and marketing, product development and management, risk management, information technology, legal and compliance services, human resources and other corporate, finance or administrative services to orfor such affiliates or its clients, or PFMAM or its clients may receive PAGE iS Under Rule 204A-1 of the Investment Advisers Act of 1940, our employees are subject to our Code of Ethics ("Code"). Compliance with the Code is a condition of employment for all our employees. This Code sets out ethical standards applicable to our employees. Employees are expected to maintain the highest ethical standards, embody a business culture that supports actions based on what is right rather than expediency, deal fairly with clients and one another, protect confidential information and seek guidance about ethical questions. More specifically with respect to advisory activities, the Code requires that whenever our personnel act in a fiduciary capacity, we will endeavor to put the client's interest ahead of the firm's. We will disclose actual and potential meaningful conflicts of interest. We will manage actual conflicts in accordance with applicable regulatory and legal standards. If applicable regulatory and legal standards do not permit management of a conflict, we will seek to avoid the conflict. We will not engage in fraudulent, deceptive or manipulative conduct with respect to clients. We will act with appropriate care, skill and diligence. Our employees are required to know when we are acting as a fiduciary with respect to the work they are doing. if we are acting as a fiduciary, they are expected to comply with all fiduciary standards which apply to us in performing their duties. In addition, they must also put the client's interest ahead of their own personal interest. An employee's fiduciary duty is a personal obligation. While advisory personnel may rely upon subordinates to perform many tasks that are part of their responsibilities, they are personally responsible for fiduciary obligations even if carried out through subordinates. in general, the Code expresses our recognition of our responsibilities to the public, clients and professional associates. Our Code also contains various reporting, disclosure and approval requirements regarding employees' personal securities transactions. The Code requires that our employees whom we deem to be "Access Persons" must report certain personal securities transactions, including transactions in mutual funds advised by us, to our Chief Compliance Officer, or to the person he designates. Additionally, designated Access Persons are required to pre - clear personal securities transactions. We prohibit our Access Persons from participating in initial public offerings unless our Chief Compliance Officer gives his approval_ We also prohibit ouremployees from purchasing any security on PFMAM's restricted list. You can receive a copy of our Code by contacting us at 213 Market Street, Harrisburg, PA 17101, by calling 717-231-6200 or by emailing pfmamrequest_@Ifm.com. On infrequent occasions, our employees may invest in securities that coincidentally we also recommend for purchase or sale in our client accounts. The securities we recommend for purchase and sale within our fixed - income and multi -asset class portfolios are of the type which the Securities and Exchange Commission has expressly recognized as presenting little opportunity for the type of improper trading which compliance with the Code of Ethics reporting requirements is designed to uncover. Further, our employees are subject to our Code described above, and because our personnel are acting in a fiduciary capacity, we require our employees to put the client's interests ahead of their individual interests or that of the firm with respect to the purchase and sale of securities. We have no obligation to buy, sell or recommend for purchase or sale any security that we or our employees may purchase or sell for themselves or for any of our clients. We have no obligation to seek to obtain any material nonpublic information about any issuer of securities, nor to effect transactions for our clients based on any material nonpublic information as may come into our possession. PAC F 19 ATTACHMENT C Form ADV, Part 2A 12/23/2021. In certain circumstances and in compliance with applicable laws, regulations and regulatory guidance, we may effect a transaction between and among clients. We will only perform such transactions when it is determined to be advantageous to participating clients. We will not act as a broker and do not receive compensation (other than our investment advisory fees) related to such transactions. However, we may use a non-affiliated broker to facilitate the trade when determined to'be in the client's interests. This is typically the case with client accounts that are not custodied with an affiliate of ours. Certain client assets are invested in investment companies for which we or an affiliate provide investment advisory services. However, in such circumstances, we do not charge a separate advisory fee with respect to the portion of the assets in a client's account that are invested in such fund(s). We generally exercise brokerage discretion as follows: typically, our clients allow us to choose the broker or dealer to execute the trades. In these situations, we deal with brokers and dealers whom we determine to be major market makers for the types of securities purchased or sold. As a matter of policy, we do not recommend, request or require a client to direct us to execute transactions through a specified broker -dealer. If a client provides us with an approved list of brokers and dealers, we place all orders for the purchase or sale of securities for the client's account with those brokers or dealers and this may limit our ability to achieve the most favorable price or execution. Under these circumstances, the client and the broker or dealer determine the commission rates. The factors that we consider in selecting or recommending a particular broker or dealer may include: the execution, clearance and settlement capabilities of the firm; our knowledge of negotiated commission rates currently available and other current transaction costs; the nature of the portfolio transaction; the size of the transaction; the timing of the trade; the activity existing and expected in the market for the particular transaction; confidentiality; the availability of research and research related services provided through such firms (as discussed below); our knowledge of the financial stability of the firm; and our knowledge of actual or apparent operational problems of the firm. Given these factors, our clients may pay transaction costs in excess of those which another firm might have charged for effecting the same transaction. When we select or recommend a firm that executes orders or is a party to portfolio transactions, relevant factors taken into consideration may also include whether that firm has furnished research and research related products and/or services. We receive a broad range of research services, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, accounting and tax law interpretations, political developments, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information which may affect the economy and/or security prices. Research may also consist of computer databases. Currently, as a matter of policy, we do not enter into any third party or proprietary soft dollar arrangements where a broker -dealer provides research services in exchange for an expectation of receiving a certain dollar amount of commissions. From time to time some brokers offer us market commentary and data and statistical research reports on the economy and financial markets and on specific issuers. We believe that this information improves the quality of our investment and trading decisions for the benefit of all our clients. We obtain express authorization from our clients to consider the furnishing of statistical research and other information by the broker or dealer. it is possible that the use of a particular brokerage firm or firms may result from time to time in a less favorable price for a transaction than if we canvassed a broader range of brokers. We believe that the practice of taking into account the furnishing of market information is reasonable. For fixed -income and ETF securities we seek to minimize the effect, if any, of research on the transaction costs by seeking multiple competitive bids and offers and involving major market makers wherever feasible and use electronic trading platforms for many trades to facilitate market access and to minimize transaction costs. PAGE 20 ATTACHMENT Form ADV, Part 2A /23/2021 We have no agreement, understanding or other arrangement, either internal or with broilers and/or dealers, which would influence the allocation of securities transactions among brokers and/or dealers, and we do not utilize soft dollar arrangements other than those activities explicitly authorized under Section 28(e) of the Securities Exchange Act of 1934. In the fixed -income and ETF markets, we may cause securities transactions to be executed for a client's account concurrently with authorizations to purchase or sell the same securities or shares for other accounts we manage. It is our policy where feasible to aggregate the purchase or sale of securities or shares for various client accounts in order to achieve efficiency of execution and better pricing. Each client participating in an aggregate transaction will participate at the same price. Where we receive an allocation that is less than our aggregate order, we normally allocate the securities or shares to the participating client accounts on a pro rata basis in proportion to the size of the orders placed for each account, to the extent that we can. We may increase or decrease the amount of securities or shares allocated to a client if necessary due to factors including avoiding odd lots in a particular security, We do not currently anticipate effecting brokerage transactions with any broker -dealer affiliated with us, except for potential transactions with USBII, as described above under "Other Financial Industry Activities and Affiliations." We are prohibited from entering into any agreements or understandings under which brokerage with respect to portfolio securities transactions, or other compensation, is directed to a broker dealer as consideration for the promotion or distribution of the First American Funds' shares, also referred to as "directed brokerage arrangements." Portfolio management and management involved in the process of selecting broker -dealers for portfolio securities transactions are prohibited from considering the level of the First American Funds' sales or promotional efforts of any broker -dealer in connection with such selection process. For fixed -Income accounts our Fixed -Income Investment Committee generally meets monthly, or more frequently as necessary to review the overall strategic direction and relative value and market risks. Tactical opportunities are presented routinely through a report and analysis prepared and distributed by a sector specialist and ,may be discussed at a meeting. These reports highlight interest rate trends and the relative value of different sectors and maturity structures in the market. This investment committee consists of portfolio managers, senior research staff and our chief investment officer. Ad -hoc strategy discussions take place regularly, and may occur after any significant market moving event, such as sudden changes in financial market conditions, change in general economic conditions, credit ratings downgrades, and/or a ;material change in the value of a particular portfolio security or market sector. Our fixed -income portfolio managers and traders are assigned specific accounts and review client portfolios on a reguiar basis. The review includes upcoming maturities and any upcoming deposits or cash needs in a portfolio. Stable value portfolios are overseen by the Stable Value Investment Committee which also meets monthly, or more frequently as necessary. The stable value portfolio managers and research analysts monitor client positions on a regular basis. They discuss regular cash positions, changes in issuers' credit conditions, anticipated cash flow, economic conditions, potential liquidity needs and anticipated upcoming placements. Multi -asset class accounts are overseen by our Multi -Asset Class Investment Committee which also meets generally on a monthly basis, or more frequently as necessary to review the overall strategic direction of markets. This investment committee consists of portfolio managers, research staff, our chief investment officer, and other investment professionals. We monitorthe performance of multi -asset class accounts on at least a quarterly basis to determine whether the underlying investments selected are performing in line with expectations and are meeting the needs of the individual client. We provide our multi -asset class clients a quarterly analysis of the performance of the underlying funds in which the client's assets are invested and of any reallocation of assets among these ATTACHMENT C Form ADV, Part 2A 12/23/2021 underlying funds. At least annually, we will consult with the client to determine whether there are reasons to revise the client's target investment strategy. Changes in our Capital Market Assumptions, our outlook for asset class valuation, sudden changes in financial market conditions, and general economic conditions may trigger a review of our multi -asset class accounts. Accounts are reviewed by an investment professional or in consultation with research staff or a portfolio manager. Normally, we sequence account reviews in a manner that provides for first review of the accounts that have the greatest potential exposure to the effects of the event which triggers the review. Pursuant to our investment advisory agreements, we may also provide quarterly performance and economic reviews for some clients. The custodian of our multi -asset class portfolio clients provides each client with a monthly statement of account detailing the client's month -end balances and anytransactions which occurred duringthe month. We review these statements monthly to determine whether transactions executed by the custodian are in agreement with any instructions which we or the client provided. In addition, we provide monthly written statements and quarterly performance reports. We maintain relationships with U.S. sank, and at times with unaffiliated third parties pursuant to which we pay U.S. Bank and such unaffiliated third parties if they are responsible for introducing new client relationships. Under these arrangements, we enter into a written agreement with the party that describes the party's activities on our behalf and the amount we agree to pay the parity. The agreement also contains the party's undertaking to act in a manner consistent with our instructions and with the provisions of the investment Advisers Act of 1940, and to provide the referral with a copy of our Form ADV, Para: 2A and Part 2B. If the referral subsequently enters into an investment advisory agreement with us, we pay the solicitor a percentage of our investment advisory fee, which fee arrangement is disclosed to the prospect by the solicitor prior to any contact or meeting with the prospect. From time to time, our employees could be eligible for certain referral fees or awards related to referring business to other U.S. Bancorp affiliates. Such referrals do not occur in the context of providing investment advice or providing investment management services, and do not result in additional fees to the referred party. We do not have direct custody of client funds or securities. The custody function is performed by other providers such as brokers, banks, or other qualified custodians with whom our clients contract. However, there are certain cases in which we have authority to initiate a withdrawal from a client account to pay our management fees; we are deemed to have custody for regulatory purposes solely as a consequence of this. For example, certain of our clients have authorized us to charge our fee against the account we manage after they have received our invoice. The client also has instructed the custodians to disburse funds from the managed account to pay our advisory fees. At all times, the custodial Dank maintains actual custody of those assets. We expect that clients should receive regular statements from theircustodians which iisttheir assets, including information such as cost and market value, and transaction activity for the period. We urge clients to review these statements carefully and to contact their custodians if they have any concerns. ifferers-,es Between Our Statements and Custodial Statements The statements clients receive from us can differ from the statements clients receive from their custodian. We advise clients to consider the records of its custodian as the official records of its assets. A common difference involves the market value of certain securities. Since custodians may use a different pricing vendorto price securities than we do, the prices for certain securities may vary. In addition, the accounting system used by a client's custodian ATTACHMENT C W. orrre ,4DV, fort 2A 12/23/2021 may differ from our accounting systern and may employ a different reporting method. Our reports are based upon trade date accounting with accruals, whereas some custodians report activity on a settlement date basis with or without accruals. While both reporting methods are accurate and acceptable, clients should be aware of the potential differences that could appear. We urge clients to compare our reports with those received from their custodian and to contact us with any questions they may have. We offer discretionary advisory services with respect to a client's investable assets. When a client gives us investment discretion, we then have the authority to determine, without obtaining their specific approval, (1) overall asset allocation, (2) the manager or sub-adviserto be utilized for the portfolio, (3) the specific securities to be bought and sold, (4) the amount of securities to be bought and sold including overall asset allocation and (5) the broker or dealer through which the securities are bought or sold. These decisions are subject to limitations of law and any other restrictions in the contract with our client or in our client's investment policies. Many of our clients have their own investment policies which usually contain restrictions on the types and credit quality of investments. We agree contractually to follow those guidelines. In addition, many of our clients are subject to state investment statutes or other applicable regulatory requirements which we comply with as well. Our clients typically grant us discretionary authority in the investment advisory agreement which we enter into with them. Because many of our clients will be invested primarily in fixed income securities, the probability of us receiving a proxy request on behalf of a client is rare. In these situations, while we expect client accounts will rarely hold voting securities, clients may confer upon us complete discretion to vote proxies. We also offer certain of our clients discretionary investment advice on securities which are mutual funds (including ETFs). These mutual funds send us proxies, which we vote on behalf of these discretionary clients if they have given us the authorization to vote them. We also occasionally receive consent requests related to fixed -income securities. Generally we arrange for the portfolio manager overseeing the client's investments to be responsible for snaking proxy -voting decisions. We seek to vote proxy proposals, consents or resolutions in a manner that serves the best interests of our clients because it is our fiduciary duty to do so. When reviewing whether a proposed action would be in our client's best interests, we take into account the following factors; The impact on the valuation of securities, ® The anticipated costs and benefits associated with the proposal, ® An increase or decrease in costs, particularly management fees, of investment in the securities, ® The effect on liquidity, and ® Customary industry and business practices. In reviewing proxy issues of the type described below, we will apply the following general principles: With respect to an election of directors, we will typically vote in favor of the management -proposed slate of directors unless there is a proxy contest for seats on the board of a portfolio fund or other important reasons for withholding votes for directors. We may abstain if there is insufficient information about the nominees disclosed in the proxy statement. Similarly, we will also generally support management's recommendation for the appointment of auditors unless there are reasons for us to question the independence or performance of the nominees. ATTACHMENT C Form ADV, Part 2A 12/23/2021 We will vote in accordance with management's recommendations on issues that are technical and administrative in nature, such as changes to increase the numberof directors orto adopt term limits. However, we review and vote on a ease -by -case basis any non -routine proposals which are likely to affect the structure and operation of the portfolio company. Examples of these types of proposals include any limitations on shareholder rights, or those which have a material economic effect on the company. ® We will generally vote in favor of proposals that give shareholders a greater vote in the affairs of the company and oppose any measure that seeks to limit those rights. ® We also generally support proposals promoting transparency and accountability within a company to ensure that the directors fulfill their obligations to shareholders. • We review proposals that result in an increase of compensation to investment advisors and other service providers of portfolio mutual finds an a case -by -case basis, with particular emphasis an the relative performance of the fund. We also review proposals relating to executive compensation plans to ensure that the long -terns interests of management and shareholders are properly aligned. e We generally oppose proposals to give shareholders the right to vote on executive compensation. These policies are not exhaustive due to the variety of proxy voting issues that we may be required to consider, With the exception of a client's shareholdings in the Pooled Funds, a conflict of interest between us, and a client whose investments are managed by us, is unlikely. We are the investment adviser to the Pooled Funds. We either eeeeive rio investment advisory fee from a client for managing client assets which we invest in the Pooled Funds, or we credit to the client any investment advisory fee we receive from the Pooled Funds investment. In regard to voting of securities in the Pooled Funds for which we are the investment adviser (or where it would appear that we have an interest), we apply the following principles: if the proposal relates to the matters in which the outcome does not directly affect us, vie will follow our general voting policies. if the proxy proposal relates to a transaction which directly affects us, or otherwise requires a case - by -case determination by us under our voting policies, we will seek the advice either of the managers of the client or of a qualified, independent third party, and we will submit the proxy statement to them. We will then follow the decision of our client's management or the recommendation of the third party in voting the proxy. As an affiliate of U-S. Bancorp, a large, multi -service financial institution, we recognize that there are circumstances where we have a perceived or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S, Bancorp enterprise. Directors and officers of such companies may have personal or familial relationships with the U.S. Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest. We will vote proxies in the best interest of our clients regardless of such real or perceived conflicts of interest. T o minimize this risk, we will discuss conflict avoidance at least annually with our affiliates to ensure that appropriate parties understand the actual and perceived conflicts of interest we face in voting proxies on behalf of our clients. if we become aware of a material conflict, we will discuss with our affiliates and determine a course of action designed to address the conflict. Such actions could include, but are not limited to: (1) obtaining instructions from the affected clients on how to vote the proxy; (2) disclosing the conflict to the affected clients and seeking their consent to permit us to vote the proxy; (3) abstaining from voting; (4) voting in proportion tothe other shareholders PASSE 24 ATTACHMENT NT C Form ADV, Part 2A 12/23/2021 to the extent this can be determined; or (5) recusing a party from all discussion or consideration of the matter, if the material conflict is due to such person's actual or potential conflict of interest. In addition to the above, our employees must notify the CCO of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the U,S. Bancorp enterprise about how we should vote proxies. The CCO will investigate any such allegations and report the findings to the appropriate parties, typically the CEO and legal personnel. if it is determined that improper influence was attempted, appropriate action will be taken, which may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities. In all cases, we will not consider any improper influence in determining how to vote proxies and will vote in the best interests of clients. We maintain records relating to all proxy voting for five years. We will provide information to any client about how we voted proxies for securities in the client's account. Our Proxy Voting Policy is available upon request by contacting us at 213 Market Street, Harrisburg, PA 17101, by calling 717-231-6200 or by emailing c)fmarnreauest@pfm.com. Under certain of our engagements we do not assure the responsibility for voting proxies on client securities. The clients make arrangements to receive proxies from their custodian. if we receive a proxy and we do not have authority to vote on it, we forward it to our client. Clients may contact the portfolio manager for their account if they have questions about a particular solicitation. We are not aware of any financial condition that is reasonably likely to impair our ability to carry out our commitments and responsibilities under our client contracts. PAGE 25 A R 9 AUHRA�--N I V '- � ATTACHMENT Form ADV, Part 213 12/23/2021 Brochure Supplement This Brochure Supplement provides information about our investment personnel listed below and supplements the PFM Asset Management LLC brochure. You should have received a copy of that brochure. Please contact our Compliance Department at 717.231.6200, or contact gas by ernailing if you did not receive our Firm's brochure or if you have any questions about the contents of this supplement. Marc D. Ammaturo Philadelphia, PA Robert H. Cheddar, CFA Harrisburg, PA Sandra A. Cosa New York, NY Joseph W. Creason Harrisburg, PA Michael P. Downs, CFA Harrisburg, PA Matthew R. Eisel, CFA Harrisburg, PA Alex Gurvich, PhD Philadelphia, PA Kyle Jones Harrisburg, PA Biagio Manieri, CFA, PhD Philadelphia, PA David J. Molin, CFA New York, NY Kerri Muskin Harrisburg, PA Brian Raubenstine Harrisburg, PA Jeffrey H. Rowe, CFA Harrisburg, PA Kenneth E. 5chiebel, CFA Harrisburg, PA Steven J. Schaeffer, CFA New York, NY James P. Sims, CFA Harrisburg, PA Floyd Simpson ill, CFA Philadelphia, PA John Spagnola Philadelphia, PA Surya Pisapati, CFA Philadelphia, PA 213 Market Street 1735 Market Street, 43rd Floor Harrisburg, PA 17101-2141 Philadelphia, PA 19103 100 Wall Street,16t" Floor New York, NY 10005 ATTACHMENT D fora ADV,Part 2E 12/23/2021 Educational Background and Business Experience 4 Disciplinary Information 10 Other Business Activities 12 Additional Compensation 13 Supervision 13 ATTACHMENT D Forrn ADV, Part 2B 12/23/2021 Item 2 Item 2 of Form ADV, part 2B asks us to disclose background in education and business for our supervised persons who formulate the various types of investment advice we offer. Most types of our investment advice are provided to you by a team of more than five individuals. We have prepared background information for the team members who have the most responsibility for the advice the team prepares, We have provided the person's name, year of birth, formal education after high school, and business background (including an identification of the specific positions held) for the preceding five years of our supervised persons. Also listed are certain professional designations held by the supervised persona. An explanation of the minimum qualifications required for each designation is included so you may better understand the value of the designation. Marc D. Anima uru Formal Education after High School Multi -Asset Ciass Year of Birth: 1974 e Pennsylvania State University, University Park, PA, Bachelor of Management Science, Accounting, Graduated 1996 ® University of Maryland, College Park, MD, Master of Business Administration, Finance, Graduated 2004 Ousiness Background — Previous Five Fears e PFM Asset Management LLC, Philadelphia, PA, Managing Director,1/2012 — Present Robert K Cheddar, CFA Formal Education after High School o Fixed income Year of Birth:1966 ® Susquehanna University, Selinsgrove, PA, Bachelor of Science, a Credit Business, Graduated 1988 ® Pennsylvania State University, Malvern, PA, Master of Business Administration, Graduated 2003 Business Background — Previous Five Years r PFM Asset Management LLC, Harrisburg, PA, Managing Director, 1/2011— Present Certifications Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Santora A. Costa Formal Education after High School a Stable Value Year of Birth:1976 ® Post University, Waterbury, CT, Bachelor of Science Finance, Graduated 1998 Business Background — Previous Five Years ® PFM Asset Management LLC, New York, NY, Portfolio Manager, Stable Value,12/2017 — Present ® Fiduciary Capital Management, Inc., Senior Vice President & Portfolio Manager, 5/1998 — 12/2017 ATTACHMENT Form A®V, Part 28 12/23/2021 Joseph W. Creason, CFA Formal Education after E-iigh Sh9 ! ® Fixed Income Year of Birth:1976 ® Shippensburg University, Shippensburg, PA, Bachelor of ® Credit Science, Finance, and Bachelor of Science, Economics, Graduated 2000 Business Background — Previous Five dears PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 07/2009—1/2017; Director/Sr. Portfolio Manager, 2/2017 - Present Certifications Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this item. Michael P. Downs, CFA Forman Education after HiA.Srho ol Fixed Income Year of Birth:1964 ® the Ohio State University, Columbus, OH, Bachelor of Science, Finance and Accounting, Graduated 1987 @ the Ohio State University, Columbus, OH, Master of Business Administration, Finance, Graduated 1991 Business Background — Previous Five Years ® PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 4/2014 — Present Certifications ® Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Matthew R. Eisel, CFA Formal Education after High School Structured Products Year of Birth: 1983 ® University of South Carolina, Columbia, SC, Bachelor of Science, Entrepreneurial Management, Finance, and Risk Management & Insurance, Graduated 2005 Business Background — Previous Five years PFM Asset Management LLC, Harrisburg, PA, Managing Director, 2/2015 — Present Certifications Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. PAGE 5 ATTACHMENT Form ADV, Part 213 12/23/2021 Alex Gurvich, PhD Formal Education after High School e Multi -Asset Class Year of Birth: 1964 ® University of Chicago, Chicago, IL, Bachelor of Arts, Physics, Management Graduated 1986 a INSEAD, Fontainebleau, France, Master of Business Administration, Graduated 1993 1D New York University, New York, NY, Master of Science, Financial Engineering, Graduated 2009 Stevens Institute of Technology, Hoboken, NJ, Doctor of Philosophy, Financial Engineering, Graduated 2020 Business Background — Previous Five Years e PFM Asset Management LLC, Philadelphia, PA, Director of Research, 6/2018 — Present ® Commonfund Asset Management, Wilton, CT, Director Asset Allocation and Quantitative Research, 12/2014 — 5/2017 Kyle Jones Formal Education after High School a Fixed Income Year of Birth: 1981 0 Dillard University, New Orleans, LA, Bachelor of Arts, Business o Credit Management, Graduated 2003 * University of Chicago, Chicago, IL, Master of Business Administration, Finance, Graduated 2006 Business Background — Previous Five Year ® PFM Asset Management LLC, Harrisburg, PA, Senior Portfolio Strategist, 9/2016—1/2019, Managing Director and Co -Plead of Portfolio Strategies, 2/2019 -- Present Biagio Mnnlerl, Ph.D., CFA Formal Education after High School ® Multi -Asset Class Year of Birth:1960 ® City College of the City University of New York, New York, NY, Management Bachelor of Science, Electrical Engineering, Graduated 1983 o Columbia University, New York, NY, Doctor of Philosophy, International Relairions, Graduated 1995 Business Background —Previous Five Veers PFM Asset Management LLC, Philadelphia, PA, Global Chief Multi -Asset Class Strategist; 6/2018 — Present; Managing Director, 2/2017 — Present; Director of Research 1/2012 — 6/2018 Certifications e Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. PAGE 6 f David J. Molin, CFA Year of Birth:1970 ATTACHMENT Form ADV, Pact 28 12/23/2021 Formal Education after High School Stable Value ® Bentley University, Waltham, MA, Bachelor of Science Finance, Graduated 1992 Business Background -- Previous Five Years ® PFM Asset Management LLC, New York, NY, Director of Research, Stable Value,12/2017 — Present Fiduciary Capital Management, Inc., Senior Vice President and (director of Research and Enterprise Risk Management, 6/2000 — 12/2017 Certifications ® Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Kerr! L. muskin Formpi Educafoon after High School a Fixed Income Year of Birth:1983 Pennsylvania State University, Harrisburg, PA, Bachelor of o Credit Science, Business Management, Graduated 2006 Business Background — Previous Five Years ® PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 7/2012—1/2017; Director/Sr. Portfolio Manager, 2/2017—Present Surya Pisapafi, CFA Formal Education after High School ® Multi -Asset Class Year of Birth 1984 ® Jawaharlal Nehru Technological University, Hyderabad, Management Telangana, India, Bachelors in Mechanical Engineering, Graduated 2005 * Indian Institute of Management, Indore, Madhya Pradesh, India, MBA (Finance), Graduated 2007 ® Villanova University, Radnor, PA, MS in Finance, Graduated 2012 business Background — Previous Five Years PFM Asset Management LLC, Philadelphia, PA, Director of Global Equities a Portfolio Strategist, 1/2021—Present; Manager, Research & Portfolio Strategy, 1/2019--12/2020; Senior Research Analyst 5/2016--12/2015 Certifications Chartered Frinanciai Anaiyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Brian Raubenstine Formal Education after High School r Fixed Income Year of Birth: 19o3 Pennsylvania State University, University Park, PA, Bachelor ® Credit of Science, Finance, and a Minor in History, Graduated 2006 Business Background — Previous Fire Years PFM Asset Management LLC, Harrisburg, PA, Senior Portfolio Manager, 9/2008-1/2021; Director, 2/2021-- Present PAGE 7 ATTACHMENT ' F®[iri ADV, Part 213 12/23/2021 Jeffrey H. Rowe, CFA Formal EdeicatiOn after High School a Fixed Income Year of Birth:1982 Pennsylvania State University, University Park, PA, Bachelor a Credit of Science, Finance, and a Minor in Supply Chain and information Systems Technology, graduated 2005 Business Background — Previous Five'�ear5 PFM Asset Management LLC, Harrisburg, PA, Portfolio Manager, 5/2010—1/2017; Managing Director, 2/2017— Present Certifications Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Steven J. Schaefer, CFA Formal Education after High School Stable Value Year of Birth: 1960 ® Temple University, Philadelphia, PA, Bachelor of Business Administration, Marketing, graduated 1982 Michigan State University, East Lansing, MI, Master of Business Administration, Finance, Graduated 1984 Business Background — Previous Five Years ® PFM Asset Management LLC, New York, NY, Director Stable Value,10/2019 - Present ® Stable Value Solutions LLC, West Hartford, CT, Owner & Founder,l0/2018 - 9/2019 ® MUFG Americas, New York, NY, Director Stable Value, 4/2012 - 2/2018 Certifications o Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Kr;z nneth E. SchWi el, CPA Formal Education alter High School Fixed Income Year of Birth:1959 ® University of Michigan, Ann Arbor, MI, Bachelor of Arts, ® Multi -Asset Class Mathematics & Computer Science, Graduated 1981 Management Business Background — Previous Five Years Structured o PFM Asset Management LLC, Harrisburg, PA, Managing Director Products and Co-head of Portfolio Strategies, 1/1997—11/2021; Chief ® Credit Investment Officer,12/2021-Present Certifications e Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. ATTACHMENT Frsrerr ASV, Part 213 /23/2021 .. :!'. _... .. _.t.�?.. .. .. t .fit ..-. Ja€yes P. Sims, CFA Formal EducationAfter Ili h School ® Fixed Income Year of Birth: 1970 9 Georgia State University, Atlanta, GA, Bachelor of ® Credit Business Administration, Finance, Graduated 1993 ® Georgia State University, Atlanta, GA, Master of Science, Finance, Graduated 1997 Business Background — Previous Five Years * PFM Asset Management LLC, Harrisburg, PA, Managing Director, 10/2021 — Present; Director/Senior Portfolio Manager, 2/2015—10/2021 Certifications ® Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item Floyd Simpson III, CFA Formal Education after High School Multi -Asset Class Year of Birth: 1950 -z Truman State University, Kirksville, MCA, Bachelor of Management Business Administration, Finance, Graduated 2002 * Fie Paul University, Chicago, IL, Master of Business Administration, Financial Analysis and Strategy, Execution, and Valuation, Graduated 2005 ® Northwestern University, Evanston, IL, School of Continuing Studies -Financial Planning, Completed 2007 Business Background _-_Previous Five Years * PFM Asset Management LLC, Philadelphia, PA, Senior Managing Consultant,10/2019 — Present * Xponance (FIS Group), Philadelphia, PA, Investment Officer, 9/2010 — 9/2019 Certifications 4 Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. John S. 5pagnola Formal Education after High School ® Multi -Asset Class Year of Birth: 1957 e Yale University, New Haven, CT, Bachelor of Arts, Management Political Science, Graduated 1950 Business Bacl ground — Previous Five Years Q PFM Asset Management LLC, Philadelphia, PA, Managing Director,1/2003 — Present ATTACHMENT Fora ADV, Past 2B /23'2®21 This Summary should assist you with evaluating the professional designations and the minimum requirements that an individual Wrest meet in order to hold this designation. CFA — Chartered Financial Analyst This designation is issued by the CFA institute (). The requirements to become a CFA charterholder include: 1) Obtaining a bachelor's degree or equivalent from a 4-year college/university or meeting a combination of higher education and qualified professional work requirements; 2) Passing the three levels of CFA exams, each of which involves approximately 300 hours of self -study; 3) Having at least 4,000 hours of relevant investment -related work experience, completed in a minimum of 36 months; and 4) Abiding by the CFA Code of Ethics. Continuing education is encouraged but not required. CAIA,- Chartered Alternative Investment Analyst This designation is issued by the Chartered Alternative Investment Analyst Association (err+rvw.caia.org). In order to participate in the CAIA program, a candidate must: 1) Hold a bachelor's degree or the equivalent, and have more than one year of professional experience (defined as full-time employment in a professional capacity within the regulatory, banking, financial, or related field); or 2) Have at least four years of professional experience. The educational requirements that must be completed involve 200 hours of study for each of the 2 levels, and there are 2 course exams. There is a continuing education requirement every three years. CRPC -- Chartered Retirement Planning Counselor This designation is awarded by The College for Financial Planning (Lv�,nr.cff .edu). In order to participate in the CRPC program individuals must have completed a course of study of investments, insurance, tax, retirement and estate planning issues. The program is designed for 120-150 hours of self -study. The program is self -paced and must be completed in one year from enrollment. Individuals are required to pass an online, timed and proctored end -of - course examination with a score of 70% of higher. Credentials must be renewed every two years by completing 16 hours of continuing education. QPFC —Qualified Plaza Financial Consultant This designation is the professional credential for financial professionals who sell, advise, market or support qualified retirement plans. QPFC is not an entry-level credential. A minimum of two years' experience in retirement plan related matters is required along with completion of American Society of Pension Professionals & Actuaries' QPA examination series which includes completion of the Plan Financial Consulting Part 1 and Part 2. A candidate must meet one of the following additional requirements: Series 6, 7 or 65 license issued by the Financial Industry Regulatory Authority and two letters of reference demonstrating at least two years of retirement plan related experience; or state -life or annuity insurance license and two letters of reference demonstrating at feast two years of retirement plan related experience; or Investment Advisor Representative or Registered Investment Advisor credential and two letters of reference demonstrating at least two years of retirement plan related experience; or two letter of reference demonstrating at least three years of retirement plan experience. Credentialed members must acquire 40 hours of Continuing Education credits (2 of these must he Ethics) in a two-year cycle as well as renew ASPPA membership annually to retain credentials. PAGE 10 ATTACHMENT Form ADV, Part 2B 12/23/2021 Item 3 ffthere are legal ordiselpfinaty events material to your evaluatlon ofItem 3 requIrw r to d1solose all Maier/a/facts regardingthose events. A A crPninal or vivIl a.- loan in a do e tf P f0feld"I Or MlIftery couit of con, Iq which the satarvlscda"son 1, was convicted of, or pled guilty or nolo contenderrr ("no contest") to (a) any felony; (b) a misdemeanor that involved investments or an investment -related business, fraud, false ,statements or omissions, wrongful tailing of property, bribery, perjury, forgery, counterfeftfrrg, or extortion; or (c) a cons;'Wracy to commit any of these offenses; 2. is the named subject of a pending crinninal proceeding that involves an investment-raiaied business, fraud, false statements or omissions, wrongful taking of property, bribery, perfuy, forgem counterfeiting, extortion, or a conspiracy to commit any of these offenses; 3. Yvas found to have been involved in a violation of an investment -related statute or regula=ion; or 4. was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, the supervised person from engaging In any investment -related activity, or from violating any investment -related statute, rule, or carder. Not applicable. None of the personnel listed in item 2 above has ever been subject to any such criminal or civil action. B An adwinIsMaflve proceeding before the SEC, any other federal fe ulatory agency, any scuts regulatory ag-ancy, Gr a y foreign t3narrolal regulatory awhorlty In whlch Ma supervizwFer5on, 1 was found to have caused an Investiment-related .business to lose its authorization to do business; or 2. was found to have been involved in a violation of an investment -related statute or regulation and eras the subject of an carder by the agency or authority (a) denying, suspending, or revolting the authorization of the .supervised person to act in an investment -related business; (b) barring or suspending the supervised person's association withan investment -relaxed business; (c) otherwise sighificantly limiting the supervised person's Investment -related activitles; or (d) imposing a civil money penalty of more than $2,500 on the superrispd Person. Not applicable. None of the personnel fisted in item 2 above has ever been subject to any such administrative proweding G A eslf ragaviWofy organlzatlan MO) lrro eedingira willch the s���rvlsed, rsi�ra 1. was found to have caused an investment -related business to lose its authorization to do business; or 2. was found to have been involved in a violation of the SRO's rules and vvas: (i) barred or•suspended from membership or from association with other members or was expelled from membership; (ii) otherwise significantly 11n7lea'd fro Yn invesbmentrelated activities; or (cif) fired ei7o a titan $2,5010. Not applicable. None of the personnel listed in item 2 above has ever been subject to any such proceeding by an SRO. D. Any other proceedingr In wAlch a profaSsional a ain ont, de-5ignadon, or 11conse of she supamLeed parson w 're Vokad arsus rlded Der= e° of vlerladon ofrcales selatin" toProfessional conduct, if the supervised gemon rfgrred (or offiatnT5e rallragaishad .his area m ent, designation, or lloerrse) In ar dolpatlon of such a pro a in (and the adWer know®, or should have kno era, of such reslgnatlon or relin€i�isi�rraerrt), dlsolose the er'en Not applicable. None of the personnel listed in item 2 above has ever been subject to any such suspension or revocation. PAGE 11 ATTACHMENT Fora AD1l, Part 28 12/23/2021 A. ff the smuervisadpwaan is zotfvaly engaged In anyinvestmankelatc-dbugIness or occupation, Includingif tfes�eels,rsota raitr�, orhas an a broker, dealer, rastared rawsse7faffi,a of a brokar-dealar, fidures oom Isslart morciwnf ("F;!N9, camnTedIfy 1 opwato ° (WO '',, con7modiry tradIng advlsor it CT �), or an assoclatod pxsoft of an FCM, CFO, or OTA VIR are requIrad to dkolose titl, fact and d crlbe rite bfisfn re®atle nsb1p, trey, bwfwasn the arrvlsOtyb sIness and tl70 other br-Tlrie-Es We have an affiliate, PFM Fund Distributors, Inc. ("PFMFD"), which is a broker -dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority ("FINRA"). PFMFD serves as exclusive distributor of shares of a registered investment company and local government investment pools (Pooled Funds) for which we serve as investment adviser and/or administrator and we receive fees from this arrangement. Messrs. Armnaturo, Eisel, Jones, Schiebel, Simpson and Spagnola are registered representatives of PFMFD. If a relationship between the advisory Business and the supervised person's other financial industry activities creates a material conflict of interest with clients, describe the nature of the conflict and generally how you address it - If a client invests in a Pooled Fund, we disclose this relationship to the client through our firm brochure (the Form ADV, Part 2A) and the offering statement for the Pooled Fund. in addition, if we have an investment advisory arrangement with a client to manage a separate account, our investment advisory agreement with the client provides that if we invest client assets in a Pooled Fund, we will not take these assets into account for purposes of calculating our fees for managing the separate account or we will credit investment advisory fees we earn on the client's Pooled Fund investment against investment advisory fees due us related to the client's separately managed account that holds assets in the Pooled Fund. ® if the supervised person receives commissions, Bonuses or lather can, pensation ,basest on the sale of securities or other investment products, including as a broker -dealer or registered representative, ,and including distribution or service ("trail") fees from the sale of mutual farads, disclose this fact. If this compensation is not cash, explain what type of compensation the supervised person receives, Explain that bass practice gyres the supervised person an incentive to recommend investrnem products ,based on the compensation received, rather than on the client's creeds. PFMFD registered representatives listed in this Brochure Supplement do not receive commissions, bonuses or other compensation directly based on the sale of shares in the Pooled Funds. B. If the Star Wredporsor? blielness tarOccupado'l for vomrtsatl s? riot dISCIlwad in response to Item 4A, above, and the OffieTbUSIM55 Rotrarlty Or ZctivrtPes Pr vl4f8 a sUbsWfltlal source of & eA rt nod a`Y�#." de 1G` V V Y9-- 015' S61k"'r �d69�'d��dd �F�'93Ub8 � ddfir�'PSiL FdF 153i'48did e8 WSdde;��OffIiPG;B ]'7886F�f1d8 �+d 61d� ,�s`���d ���a:�id y�::lu�'rd � SPir sw rsma0 this fact and describe fire rtatrrre of fhar b�,sltte If the otj7or busInew acdv&W impn ent less than 10 rcertt flame and hwome, you may pr* m a that the 'Y ar6 fi Ots"lrstan tial None of our supervised persons described in this Brochure Supplement engages in any other business or occupation which provides a substantial source of income or involves a substantial amount of time. PAGE 12 ATTACHMENT Form ADV, Part 213 Item ff SOa e0ne W130 lg not a offent pmyldas an evono lc benefit to the supaMsed person for pa'raviding advlSoF services, 9-orm-refly desert the arrangemant For jourposw of th/s Rases, economic beflefft IVOIU65 i09 shards and ether prize4 but do not lalofude the -rap_-fs- any R regular Bolaq AnI Dorms test as ftse4at 1e,95t 11) part, 01) the number or amount of gafe'S, GTlene referrals, or nowarcounis spould be ��n�1��9 e an evonomfe bonaflt, but otPar re Ular bonvsas eliould not We do not have any arrangements in which someone other than a client provides any economic benefit to our supervised persons for providing advisory services. Etas 16 plain howyou C "Penr .se the supervisedwrson, fi7cludInghowyou monflor the anry1va the sgfaenlsed, ofl pro yides to cl/enTs Provide tee name, title and telephone nmrrt er of fhapomon'respoaRlble forsuparvfsingthe .50,0eaws?ed rlon's dvison/ actIVIVes On behalf of your firm Kenneth Schiebel as Chief investment Officer of PFM Asset Management LLC oversees or participates in meetings of the committees which develop investment strategies for the various types of investment advice we offer to our clients. The strategies and advice developed by these committees are then marketed to our clients and prospects by the managing directors of our firm and our additional personnel. As -the Chief Investment officer of the firm, Mr. Schiebel meets regularly with the other members of senior management, the Firm's Chief Compliance Officer, and the Board of Directors and officers of the Firm's parent company. Mr. Schiebel reports to Eric Thole, CEO and President of PFM Asset Management LLC (PFMAM). Mr. Thole is also the CEO and President of U.S. Bancorp Asset Management (USBAM). Effective December 7, 2021, PFMAM became a wholly -owned subsidiary of USBAM. Mr. Schiebel may be reached at 717.231.5215. PAGE 13