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Home My WebLink AboutFI16-399 - Insurance Certificate - PFM Asset Management LLC - Liability Coverage - 11/30/2015 ..Client#:203700 PUBLIFINAN '.. DATE(MMIDOIYYVY) ACORD CERTIFICATE OF LIABILITY INSURANCE 5/2 312 01 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER, IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Conner Strong&Buckelew PHONE g77-861 3220 ---- FAx 856-552-6885 ' Two Liberty Place EAMAIe'E.ry -_ - (Arc Nol:. _ ADDRESS._ -- Philadelphia,S. 16th Street,Suite 3600 - INSURER(S)AFFORDING COVERAGE NAIC_N_. Philadelphia, PA 19102- ——eat fi - -" " -- INSURERA Great Northern Insurance Compan _ _ 20303. INSURED INSURER B:Federal Insurance Company 20281 PFM Asset Management LLC INSURER C; 1735 Market Street _ - -- ---- -- ----- 43rdFloor INSURER D: Philadelphia, PA INSURER E:, 19103-2770 - '.. INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS,SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUB POLICY EFr POLICY EXP LTR TYPE OPINSURANCE INSR VJVD POLICY NUMBER MMIDDM/YV) (MM)DDFYYYVJ. _ LIMITS A GENERAL LIABILITY 35363950 11130/2015111301201 EACH OCCURRENCE $1,000,000 DAMAGE O RENTED X COMMERCIAL GENERAL LIABILITY PREMISES F.aoc nenca _ $1,000OOO CLAIMS MADE ❑X OCCUR MED EXP(Any one pe ) $10,000 I PERSONAL&ADV INJURY $1,WO,DOO GENERALAGCREGATE $2,000,000 GEN'LAGGRE DATE LIMIT APPLIES PER: PRODUCTS-COMPIOPAGG 52,000,000 POLICY PRO i-XI LOG $ B AUTOMOBILE LIABILITY 73248556 11/30/2015 1113012016 COMBINED SINGLE LIMIT Ea acc 1,000,000 ident $ ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Peraccihenl) S AUTOS AUTOS X HIRED AUTOS X NON OWNED PROPERTY DAMAGE AUTOS PeraccU.rI $ $ B UMBRELLA LIAR X OCCUR 79774060 11/3012015 11/30/201 EACH OCCURRENCE S10 OOO OOO X EXCESS LIAB CLAIMS-MADE AGGREGATE $1 O OOO 000 LED RETENTIONS $ A AND EMPS COMPENSATIONI LIILIT71739979 01/01/2016 01/01/201 X N.0 STATU-AND EMPLOYERS'LIABILITY QRY-t MIES `R-- ANYPROPRIETOR/PARTNERIEXECUTIVEY/N - E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? ® NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE s1 000,000 If yes,descdbe under DESCRIPTION OF OPERATIONS belay E.L.DISEASE-POLICY LIMIT 51-,OOO,DOO DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If mom space is required) CERTIFICATE HOLDER CANCELLATION EVIDENCE OF COVERAGE - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. j ACORD 25(2010105) 1 of 1 The ACORD name and logo are registered marks of ACORD #S14992221M1495933 J5C DATE CERTIFICATE OF LIABILITY INSURANCE 5/23/201eD ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND. OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER;AND THE CERTIFICATE HOLDER. _ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed.. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the - certificate holder in lieu of such endorsements). PRODUCER CONTACT NAME: Brian Roz nskl j Crystal&Company _ - PHONE 212-504-1882 FAX Crystal IBC LLC EatCANo.E.q c o• 212-504-1899 32 Old Slip ADDRESS brian.rozynski@crystalco.com New York NY 10005 _ INSURERIS AFFORDING COVERAGE WSURERA Endurance American Specialty Insura 141718 '.. INSURED INSURERB:XL Specialty Insurance Company_ _ 37885 PFM Asset Management LLC INSURER C:Continental Casualty Company 20443 - 1735 Market Street,43rd Floor ` -- -- Philadelphia PA 19103 INSURERD:Starr Indemnity&Liability Co_ 38318 INSURER E: - INSURERS: COVERAGES CERTIFICATE NUMBER:353142528 REVISION NUMBER:- - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDI RON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWNWAY HAVE BEEN REDUCED BY PAID CLAIMS. - ILTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICYEFF POLICVEXP MMIDD/YY1'Y MMIDOIYYYY LIMITS COMMERCIAL GENERAL LIABILITY I$EACH OCCVRRENCE DAMAGE TO RENTED _-- _ CLAIMS MADE1-1 OCCUR �-$ ' MED EXP(Any on�erson)_- S j PFRSONALBADV INJVRV $ ''. GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY[::] PRO- ❑ LOC PRODUCTS-COMPIOP AGG $ JECT OTHER' S AUTOMOBILE LIABILITY MBINED SINGLE IIMII $ Es INEDt ANYAUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS NON OWNED ( ) PROPERTY DAMAGE -- HIREDAUT0.5 AUTOS Per accident $ $ D UMBRELLA LIAB OCCUR SISIXFL21243315 11/30/2015 11/30/2016 FACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE 5 - DEDI RETENTIONS_ S '.. WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER 'ANY PROPRIETORIPARTNERIEXECUTIVE N(I E.L.EACH ACCIDENT S OFFICER/MEMSER EXCLUDED4 (Mandalory,a NH) E.L.DISEASE-EAEMPLOYE 5 If yes,describe under - - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability - FIP10008161700 11/3012015 11130/2016 Limit of Liability $25,000,000 B ELU14187815 11130/2015 11/3012016 Aggregate Limit C 596398650 11/30/2015 11/30/2016 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage only. The Professional Liability Policy is non-cancelable by the Insurer except for non-payment of premium. '... CERTIFICATE HOLDER CANCELLATION '.. SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE PFM Asset Management LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1735 Market Street, 43rd Floor. ACTJORQANGh WITH THE POLICY PROVISIONS. Philadelphia PA 19103 APTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD i i I I'I NP, PFM Asset Management LLC One Keystone Plaza, Suite 300 N. Front & Market Streets Harrisburg, PA 17101-2044 717-231-6200 phone 717-233-6073 fax www.pfm.com 3/30/2016 i FORM ADV PART 2 BROCHURI 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 phuamrequest a,pfm.eom. 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.see.gov. The searchable LARD/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 may state securities authority does not imply a certain level of skill or training. PFM Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochtae 3/30/2016 Notice of Material Changes PFPdAsset Management LLC'now of a stable value product and investment advisory services tailored specifically for banks and other financial institutions. Stable value Management. Stable vahie mana ement beuses i-i)naril on ese?vin retirement lein g j ' P Y P" g P participants'invested capital(or principal) while providing liquidity and steady,positive returns designed to exceed money market investments over time. Over a business cycle, most stable value investment options seek to provide retain similar to short- to intermediate-maturity bond strategies without the return volatility associated with those strategies. While the structure of, or investments within, stable value funds may vary, the important similarity in all stable value investment options is the use of investment contacts, which are typically issued by banks and insurance companies. These contacts help smooth return volatility and importantly, they typically allow participants to transact at their invested halance plus arty accrued interest. Additional information on this new of is contained herein. Investment Advisory Services for Banks and Other Simitariy Chartered Financial Institutions. We offer discretionary and nondiscretionary advice services tailored specifically for banks and other similarly chartered financial institutions which invest in afixed-income strategy. These services are tailored to the particular investment needs, restrictions and requirements which apply to these types of clients. Additional information on this new client base%jjering is contained herein. We may, at any time, update this Brochure and if we do, we will either.rend you a copy or offer to send you a copy (either by electronic means (email) or in hard copy form). Ifyou would like another copy of this Brochure,please download it fi-om the VC website as indicated on the cover page or you may contact our Chief Compliance Officer, Leo Karsvejna, at 717-231-6200 or at pfniamrequest(c>�fin.com. PFM Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SF.CFileNo.: 801-60449 Brochure 3/30/2016 Table of Contents .Advisory Business.................................................................................................................................................I Feesand Compensation ....................................................................................................................................._..5 Performance-Based Fees and Sidc-By-Side Management....................................................................................8 '..... Typesof Clients .....................................................................................................................................................8 Methods of Analysis,Investment Strategies and Risk of Loss .............................................................................8 DisciplinaryInformation...................................................................................................... ._............................15 Other Financial Industry Activities and Affiliations ............................................................_......._....................15 Code of Ethics,Participation or Interest in Client Transactions and Personal Trading...................................... ............................... ......................16 BrokeragePractices ...._.............._.......................................................................................................................17 Reviewof Accounts .............................................................................................................................................18 Client Referrals and Other Compensation ..........................................................................................................19 Custody......................................................_.........................................................................................................19 InvestmentDiscretion............................................................._...........................................................................19 VotingClient Securities........................................................................................................................................20 FinancialInformation........................................................................................................................... .__.........21 i I F.. PFM Asset Management LLC IARD/CRD No: 122141 Form ADV Part2A SEC File No.: 801-60449 Brochure 3/30/2016 Item 4 -Advisory Business Public Financial Management, Inc. (`PFM, Inc.") was founded in 1975 to provide independent financial advisory services to the public sector. PFM, Inc. began providing investment advisory services to public entities in 1980. In 2001, PFM Asset Management LLC ("PFMAM") was created as the entity through which investment advisory services are provided. Collectively, both PFM. Inc. and PFMAM are referred to as the PFM Group of companies("the PFM Group"). PFM, Inc., PFMAM acid other related businesses within the PFM Group are organized in a holding company structure, and are indirect, wholly owlted subsidiaries of the holding company, named PFM I, LLC. On June 30, 2014, PFM Inc., PFMAM and the other operating companies within the PFM Group closed on a transaction which resulted in the PFM Group's senior employees ("Managing Directors") acquiring the equity interests of outside investors in PFM I, LLC, so that all equity interests in PFM I, LLC are now owned by the Managing Directors. PFMAM is a Delaware limited liability company. As of December 31, 2015, the amount of client assets we managed on a discretionary basis was $61,965,645,839 and the amount we managed on a nondiscretionary basis was $1,659,473,425. In addition, as of December 31, 2015, we provided investment consulting services with respect to assets in the amount of $38,005,710,756. We offer the following types of investment advice: 1. 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 manager or sub- adviser to be utilized for the portfolio, (3)the specific securities to be bought and sold, (4)the amount of securities to be bought and sold 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 and limitations in our client's written investment policies. Under these types of engagements, we assume day-to-day 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, 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 fixed-income portfolios, often 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 or insurance liabilities. 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 other alternative asset classes. 1 i i PFM Asset Management U,C IARD/CRD No: 122141 ,I Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 i We provide multi-asset class investment services in two forms. One form is a wrap fee program known as the Managed Accounts Program (MAP), where we charge a single fee to include investment advisory, third-party custody and administrative services. We are no longer marketing MAP to new clients. The other is a general discretionary form where we unbundle some of the service fees, which allows the client to separately negotiate these fees (for example, custody fees). This form of multi-asset class management is referred to as a fund of fiords approach. It may also be described as outsourced CIO,implemented consulting and a variety of other generic terms. In each of these two general forms of management, 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 ETF"s) and/or pooled funds or other investment vehicles (collectively, "Funds"), or by selecting separate account managers who will manage separate accounts of specific asset classes and/or strategies ("Investment Sub-Advisers"). Under this approach, we have discretion to make the initial selection of the Funds or Investment Sub- Advisers. We also provide ongoing periodic monitoring services 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 give these clients periodic reports on the investment performance of the various Funds, Investment Sub-Advisers and the portfolio as a whole. We assist clients in establishing the basis for asset allocation by preparing a written investment strategy. These clients give us authority to re-allocate assets and to change, eliminate or add managers or investments within the scope of the investment strategy. 2. Services to Registered Investment Companies and Local Government Investment Pools PFMAM currently provides investment advisory and/or administrative services to 15 pooled investment programs across 13 states, as well as to one registered investment company whose series or classes are registered in multiple states. We generally provide administration and transfer agency 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 not tailored to the needs of individual investors in those vehicles,but rather are described in the relevant offering documents for the vehicle. i 3. Nondiscretionary Advice We also may provide advice on a nondiscretionary basis where we offer clients investment recommendations, subjectto 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, including certificates of deposit. 4. Consulting Services We also provide nondiscretionary investment consulting services to: • public, Taft-Hartley and corporate pension funds; • hospital endowments and foundations; • trusts; • OPEB plans; and • other similar institutional investors. I, 2 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 'these consulting services consist of overseeing a client's portfolio where we have not been given authority to buy or sell securities in the portfolio. We typically begin these services by assessing the client's investment objectives,time horizon and risk tolerance. Using this information, we then propose asset allocation models within the investment guidelines which the client gives us. We may also assist in writing an investment policy which provides details about the objectives, diversification, quality and performance measurement of the portfolio. We also make recommendations on the selection of money managers, pooled trusts or mutual funds to cant' out the client's investment strategy. Once our client puts the investment policy into place, we report quarterly to the client on the investment performance. We also report on whether an investment manager chosen follows its particular style, and whether our client's portfolio complies with its investment policy. We also provide consulting services to OPEB plans and pension plans. These services involve financial reporting, analyzing cash flow implications of different funding strategies, and other matters relating to the OPEB benefits or pension benefits and funding arrangements. Often we perform these services by cooperating with our client's other professional advisors, such as the client's accountant or actuary. 5. Structured Products We also provide analytical services for designing and procuring portfolios in connection with the current 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. On our client's behalf we arrange these purchases by obtaining bids on a competitive basis or in rare instances by negotiating on behalf of our client. 6. Treasury Consulting Services i We also provide clients with services to assist with the design and procurement of third-party banking and custody services. For each client, we conduct a detailed assessment of current banking arrangements. We evaluate the client's needs, analyze existing banking relationships, review how bank services fit into cash management and investment systems, and make specific recommendations to improve certain systems. 7. Banking and Other Similarly Chartered Financial Institutional Services We also offer discretionary and nondiscretionary advice services tailored for banks and other similarly chartered financial institutions which invest in a fixed-income strategy. These services are tailored to the particular investment needs, restrictions and requirements which apply to these types of clients. These decisions are subject to limitations of banking regulatory requirements, and any other restrictions in the contract with our client and limitations in 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 mutual funds, and money market instruments. We arrange for or recommend the purchase and sale of these securities to meet the investment objective, strategies, and risk position of each of these types of client. 8. Stable Value Management Stable value strategies typically include fixed-income investments and benefit-responsive wrap contracts or "wrappers" offered by banks and insurance companies with an overall objective of seeking capital preservation and current income. Stable value funds are generally offered to defined contribution retirement plans either as a separately managed account or as a commingled fund. 3 i i i PFM Asset Management LLC IARD/CRD No: 122141 Forrn ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 These structures may utilize any of the following types of investments, which we refer to as"Stable Value Contracts": • Guaranteed Investment Contracts (GIC): This is a stable value investment contract issued by an insurance company that pays a specified rate of return for a specified period of time, offers book value accounting and is backed by the financial strength of the issuing entity. The underlying securities are typically hold on the issuing insurer's balance sheet in either a general or separate account. • Synthetic GIC: A synthetic GIC is a contract that simulates the performance of a traditional GIC through the use of financial instruments, and offers book value accounting; 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. To enable the policyholder to realize a specific known value for the assets if it needs to liquidate them, synthetic GICs utilize a benefit-responsive "wrapper" contract that is designed to provide market and cash flow risk protection to the policyholder. • Separate Account GIC: A stable value investment contract issued by an insurance company that offers book value accounting; the underlying assets are owned by the issuing insurance company but held in a separate account for the benefit of participating plan or plans. For client stable value accounts, Synthetic and Separate Account GICs typically require that the account(s) be managed within specified investment guidelines as a part of their underwriting and contract process. These additional guidelines may serve to limit the scope or types of investments otherwise included within a client portfolio, which could result in a lower return to investors. As part of a stable value strategy, we will make allocations to various underlying strategies, monitor and maintain portfolio duration, and coordinate the resources of various investment,legal and compliance professionals as well as potentially 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 for particular stable value clients, or services may be focused on a subset of stable value management such as advising on overall structure or third- party manager asset allocation. Entering into Stable Value Contracts is an important aspect of stable value management. 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. 9. General Approach to Advisory Services We tailor our advisory services taking into account following factors: • the services that the client has requested; • the client's investment objective; • the client's investment policy; • the client's time horizon; and • risk tolerance. I A client may impose additional restrictions on the types of securities in which we can invest, or on the maturity of securities. We adhere to any investment restrictions provided by the client. 4 PFM Asset Management LLC iARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 Item 5 - Fees and Compensation The fees we charge to our advisory clients vary depending upon a number of 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 are negotiable so one client may pay a higher fee than another client with similar investment objectives or goals. 1. Discretionary Advice We generally receive compensation for fixed income separate account management and stable value I strategy management based on a percentage of assets we manage. We receive this compensation after a service is provided, and we bill in arrears on a monthly basis. As a general guideline, we charge the following fees for investment advisory services for fixed income accounts: Assets Under ManatZement Annual Rate First$25,000,000 0.25% Assets in Excess of$25,000,000 0.15% For certain accounts, we may charge a minimum fee. However, when a fee for an account, as calculated above, exceeds the minimum fee,the calculated fee applies, rather than the minimum fee. Some clients may receive lower fees than this,based on the nature of the mandate or the size of the accounts. For accounts that utilize a stable value strategy, the above fees are exclusive of book value wrap, third- party manager, and other fees and expenses that may be incurred for clients(directly or indirectly), including those of the trustee and custodian or other agents of the plan sponsor. As a general guideline for the multi-asset class management discretionary form, we charge the following fees for investment advisory services: Assets Under Manaeement Annual Rate First$10,000,000 0.45% Next$10,000,000 0.35% Next$30,000,000 0.25% Next$50,000,000 0.20% Assets in Excess of$100,000,000 0.15% j For certain accounts, we may charge a minimum fee. However, when a fee for an account, as calculated above, exceeds the minimum fee, the calculated fee applies, rather than the minimum fee. 5 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801- 60449 Brochure 3/30/2016 We use the following fee structure as a general guideline for MAP,which is no longer open to new clients: Assets Under Management Annual Rate First$5,000,000 1.00% Next$5,000,000 0.85% Next$10,000,000 0.75% Assets in Excess of$20,000,000 0.60% These MAP fees include the following services: asset management, investment advisory and custody. However,the MAP fee does not include front or back-end fees for the mutual or pooled funds we select, any taxes or fees of attorneys, accountants, auditors or other professionals advising the client. A portion of the fee for MAP is used to compensate the hnvestment Sub-Advisers. 2. Registered Investment Company and Pools The fees we charge for the investment services we provide to the registered investment company and local government investment pools vary by program.Typically the fee schedule includes 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, administrative and transfer agent services to the registered investment company shareholders and to investors in the local government investment pools. We generally provide these administrative, transfer agent 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. r 3. Nondiscretionary Advice We generally charge fixed fees for these services, depending upon the services that the client requests, and the complexity of the services. We also ofternondiscretionary advice on certificate of deposit investment programs, which are designed to provide clients with a fixed rate to a targeted maturity. 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 be paid to us after we have performed the service. 4. Consulting Services For full-service investment consulting services where we have not been given authority to buy or sell securities in the portfolio, 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 our client wants its to 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. For consulting services and reports we provide to OPEB plans, we charge a fixed fee generally in the range of S10,000 to $150,000, depending on the specifics of the services we agree to provide. 5. Structured Products In these types of engagements, we usually charge a fixed fee. The client may pay the fee, or it may instruct the investment contract counterparty or underwriter in writing to pay our fee on the client's behalf. We and our clients agree upon a fee for each one of these engagements and the fee is a function of the size and complexity of the engagement. As a general guideline,the typical fee for investment of municipal bond proceeds in a structured 6 i PFNI Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SRC File No.: 801-60449 Brochure 3/30/2016 investment, or in a refunding bond escrow structuring and procurement engagement, is less than or equal to 0.2% of the cost of the portfolio or the sum of the total deposits under the agreement. In limited circumstances, the fee will be higher, often because the portfolio is very small in size. 6. Other Important 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 mentioned 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 above. Certain of the portfolios of the local government investment pools and short term certificate of deposit purchase programs for which we serve as administrator and/or investment advisor have minimum investment requirements of between approximately $50,000 and $1,000,000. Other than these minimum fee requirements, there are no other requirements for opening or maintaining the account. 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, we bill the client for our fees. 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. For services we provide, other than those under our Managed Accounts Program (MAP), clients are responsible for their own custody and legal fees and taxes,if any. For the services we provide under our MAP, we charge clients a wrap fee. The wrap fee covers fees payable to the portfolio managers of the ftmds we choose for our MAP and the fee we pay to the custodian for MAP for custodial and administrative services. The portion of the wrap fee paid to portfolio managers of mutual funds generally is in the form of the expense ratios and is deducted automatically by the mutual fund company from the assets invested in the funds. We receive the remainder of the wrap fee, and apply a portion of the fee to pay the custodian pursuant to agreements between the custodian and its. We no longer offer MAP to new clients; a copy of the MAP wrap fee program brochure is available upon request. We have a wholly-owned subsidiary, PFM Fund Distributors, Inc., which is a broker-dealer under the Securities Exchange Act of 1934. PFM Fund Distributors, Inc. typically 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, 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.PFMAM personnel may also receive a portion oftheir bonus based on marketing 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 or investment transaction-related basis.Managing Directors also may have the obligation to bury stock in the PFM Group as part of the bonus process. 7 PFNI Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 Item 6 - Performance-Based Fees and Side-Bv-Side Management 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 have entered 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 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 of trades over time. Item 7 -Types of Clients PFNIAM provides investment advisory services to state and local governments and their agencies, local government investment pools, non-profit organizations, pension and OPEB funds, corporations and other institutional clients. For information concerning minimum fee requirements, please see Item 5 above. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss i Fixed-Income Portfolios—Analysis and Strategy Overall 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 targets for individual portfolios. We use a variety of analyses as well as internal and external data sources and market research.External sources include various news and information sources, books, governmental bulletins, data bases, research prepared by others 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. Within the investment objectives and other requirements of the particular client,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 while limiting market and credit risk.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 modify the portfolio as the draw schedule changes or as investment opportunities present themselves, although in the latter case the draw schedule is considered when making modifications. Our Fixed-Income Active Management Process The following describes our fixed-income investment strategy: • Disciplined decision making process; • Duration positioning to manage risk: generally slightly short of relevant benchmarks,policy of no more than+/-25%,which protects the market value of the portfolio; • Seeks out relative value through spread analysis, yield curve positioning, sector weightings and duration management; and • Does not employ market timing or make significant duration bets. 8 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801- 60449 Brochure 3/30/2016 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 careful 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 fimdamentally sound investments into a portfolio that optimizes return potential inconsideration of investment guidelines or restrictions. Lastly, we incorporate low-risk active management techniques designed to enhance our relative value approach. We believe active management can capture market inefficiencies that create opportunities for return enhancement. While we expect that 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 the portfolio to better meet future needs. We specialize in managing 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 Trade Web. These systems provide active market quotes, including real-time securities pricing services. We also have access to news from Dow Jones, the Associated Press, Bloomberg News, and several 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 factoring in a conservative posture which ensures that cash flow requirements are met, we will 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 fall. 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 our clients. We add value by re-balancing the portfolio to take advantage of market opportunities and in anticipation of interest rate movements. Duration limits are established by our Fixed-income Investment Committee and may be provided to and evaluated with our clients' staff on a regular basis 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), curve placement (maturity), spread analysis and issue selection (individual issuer). Our overall view of the financial markets provides the context for selecting maturities which represent the best relative value along the yield curve and the highest potential for enhanced return by"rolling down the curve" and for selecting specific securities within a sector. We perform extensive 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 are frequently over-weighted in certain maturities, and are structured in either a "bullet", "barbell" or`laddered"construct to provide optimal performance. 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 avoided or swapped out when spreads are narrow. Our portfolio managers and traders are assigned to specific market sectors in order to monitor products and opporturrities and these responsibilities run across all portfolios. Individual issues are selected based on our assessment of issuer financial quality and rating trends, interest rate spread,credit trends,issue structure and liquidity. Portfolios are generally diversified by security type and maturity 9 f PFM Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SEC File Na: 801-60449 Brochure 3/30/2016 '. to avoid a significant investment in a single issuer and to accommodate varying cash flow needs to provide periodic liquidity. Fixed-Income Portfolios—Risk Our fixed-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. govermnent. 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 high 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. We manage this risk by varying the duration of portfolios other than those that are liability-driven in accordance with our outlook for interest rates and by managing these portfolios within duration ranges.Nonetheless,investors should expect to experience interest rate volatility in short-term fixed income portfolios and total return volatility which can include unrealized losses in excess of periodic income in intermediate and longer-term portfolios. Although the investment strategies we employ do not involve significant or unusual risk beyond that of the general domestic fixed-income markets,investors need to 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 targets other than those that are liability-driven 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 other securities. We seek to manage this risk by careful and systernatic 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 and these will reduce portfolio income. We do manage portfolios actively and we seek to minimize trading costs by recommending liquid issues that are actively traded in the markets and by utilizing competitive bidding wherever feasible. Stable value strategies are subject to many of the risks described above as well as those risks related to Stable Value Contracts, which are desigrred to permit plan participant withdrawals relating to activities such as investment option transfers, withdrawals on account of a participant's death, disability, retirement or other termination of employment, and in-service withdrawals in accordance with the plan, to occur at book value on the terms set forth in each contract. Stable Value Contracts typically include provisions that could serve to limit plan sponsor flexibility to implement desired plan changes. In addition, plan sponsors are obligated to notify the stable value manager of plan changes, in certain cases before changes are implemented. 10 PFNt Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60,149 Brochrae 3/30/2016 A GIC is an obligation of the insurance company that has issued the contract, and as a result is subject to the issuer's credit risk. A wrap contract is an investment contract issued by an insurance company, bank or other financial institution backed by an underlying portfolio of bonds or other fixed income assets or instruments that are owned by the client. Assets underlying wrap contracts may also include units or other interests in collective investment funds or other commingled funds. These covered assets underlying the wrap contract are maintained separate from the contract provider's general assets, usually by a trustee or a third-party custodian. As a general matter,credit risk exposure to a wrap contract provider is limited to any excess of the contract value of the contract over the market value of the assets underlying the contract. Separate account contracts are similar in structure to GICs,except that the underlying assets are accounted for in a separate account forthe benefit of the separate account investors. 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 Contacts will fulfill their obligations. If the assets under a Stable Value Contract were revalued at their market values,for purposes of redeeming investments by participants in a retirement plan, this could cause a significant loss in value to the investor. Wrap and separate account contacts typically contain a formula for periodic reset of the contract crediting rate, so as to amortize (or "smooth") the gain or loss experience of the underlying portfolio over the underlying portfolio's duration.A contract's crediting rate provides a fixed return for a period of time until the next rate reset. Crediting rates for wrap contracts and separate account contracts are influenced by a number of factors related to the contract's underlying assets, including the current yield, duration, expected increases or decreases in market value through investment performance, market conditions or otherwise, and the existing difference between the market value of the underlying assets and contract value, as well as the contact fees and expenses incurred. The management of these factors can affect the volatility of the portfolio's crediting rate. The use of the crediting rate formula and periodic reset schedule allow the portfolio's return to track interest rates over time on a lagged basis. A fund's crediting rate may not tack prevailing interest rates for different reasons, including adverse investment performance,which may produce a longer than normal lag in tracking interest rates and potentially reduce the fund's Competitive profile versus other alternatives available to participants. A hind's cash flow, i.e., the net effect of contributions and withdrawals by participants, may also adversely affect the crediting rate through the need to accumulate a larger than typical amount ofcash. Wrap and separate account contracts may provide for the adjustment of a contract's crediting rate mechanism in certain circumstances, e.g., where the difference between the market and book values of the contract exceeds certain pre-determined levels. The impact of such adjustments may be to accelerate the amortization of any losses or gains within the contract in order reduce the variance between market value and book value.A stable Value account's yield is the aggregate of the yield of all investments held by the account net of any portfolio expenses. Stable Value Contacts generally have terms that provide that certain contract withdrawals will not be paid by the provider at contract value, but would be subject to a market value adjustment to the contract value for withdrawals associated with specified events or circumstances, or when the provider determines that it could create a material adverse effect on its financial interests. While each contract's terms may differ, events or circumstances which may trigger a market value adjustment can typically include all or some of the following: (1)amendments to the plan documents or plan's administration; (2)additions of or changes to a plan's competing investment options; (3) manager change; (4) complete or partial termination of the plan or merger of the plan with another plan; (5) a withdrawal resulting from an event initiated or directed by the plan sponsor ("employer initiated event"), e.g., withdrawals due to the removal of a group of employees from the plan's coverage (such as a group layoff or early retirement incentive program), or the closing or sale of a subsidiary, employing unit or affiliate; (6)changes in law or regulation applicable to the plan;(7)the delivery of any communication to plan participants designed to influence a participant not to invest in the stable value account. 11 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 '. Brochure 3/30/2016 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. Stable Value Contracts also define certain termination events, such as plan merger, bankruptcy of the plan or its sponsor, excessive impaired securities, changes in law or default by the plan under the contract,that permit the provider to terminate the contract at market value and the account will receive the market value of the covered assets as of the date of termination.Thus, if the market value of the covered assets is less than the contract value on the termination date, the contract does not require the issuer to pay any excess of contract value over market value.As a result.this type of termination will result in a market value adjustment. Issuer term ination events vary by contract. The market for Stable Value Contracts is not unlimited. 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. Stable Value Contract providers have increased fees and decreased the flexibility of terms they offer under contracts in certain environments, and may do so in the future. Stable Value Contract providers have required that accounts be managed under more conservative or restrictive investment guidelines than in the past in order to manage their contract risk,which may result in lower returns. 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. A bundled arrangement may involve certain conflicts, including that the provider's contract value obligation will in part be driven by the investment and risk strategies undertaken by it (or an affiliate) in managing the underlying portfolio. PFMAM does not offer such bundled arrangements where we would manage the underlying investments and provide the wrap contract, but we may participate as an advisor in a fund where an affiliate of another advisor provides the wrap contract for the fimd. Future regulatory action could also impact the availability or terms of Stable Value Contracts. Multi-Asset Class Asset Management—Analysis and Strategy The Multi-Asset Class Investment Committee plays a key role in the investment services delivered to clients by establishing asset allocation targets and approving managers/funds for all discretionary multi-asset class accounts. The Multi-Asset Class Investment Committee provides investment and portfolio risk oversight for investment decisions, and convenes regularly to discuss any changes necessary. We use a consistent approach to multi-asset class accounts that involves portfolio planning,risk assessment, asset allocation determination, manager selection, and performance reporting. The primary difference between r discretionary and nondiscretionary types of accounts relates to who provides direction relating to the allocation of assets to separate account managers and the execution of mutual fund buy and sell transactions. For discretionary accounts,we are authorized to instruct the custodian to rebalance the portfolio,move assets among separate account managers and/or to arrange for the purchase or sale of mutual fund holdings_ We believe that the asset allocation decision is the most important factor in determining the expected investment return between two different portfolios.Therefore,rigorous adherence to a disciplined process is critical in determining the amounts that Will ultimately be allocated to equities, fixed income and other investments. Compiling Capital Market Assumptions Our Capital Markel Assumptions are determined by the Multi-Asset Class Investment Committee through a comprehensive and ongoing process developed by our investment professionals. Our assumptions are for intermediate-and long-term returns in a wide range of asset classes. 12 f:= PFN1 Asset Management LLC IARD/CRD No: 122141 � Form ADV Part 2A SEC File No.: 801- 60449 Brochure 3/30/2016 ® Forthe intennediatetenn(five years),our Capital Market Assumptions are derived from our assessment of current economic conditions, including corporate profits, balance sheets, and current valuations for various asset classes. e Our 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. The next steps would be completed in collaboration with prospective clients: Engaging in a Portfolio Planning Survey We would begin the asset allocation process by reviewing a detailed portfolio planning survey with the prospective client. The survey is designed to facilitate a discussion of all of the asset classes to determine which should be permitted in the final overall allocation. In addition, through a series of questions, the survey would bring to light information about goals, objectives,cash flow projections,risk tolerance, ability to withstand losses, as well as the view of the economy and the markets. hi summary, the portfolio planning survey documents the level of expectations so that everyone understands the goals that have been set for the investment of the assets. The survey results are updated periodically during an ongoing engagement as client circumstances change. Determining Asset Allocation Structure The information from the portfolio planning survey and the Capital Market Assumptions is used to design and keep current an asset allocation plan for the client. We use a modeling program from Ibbotson Associates, along with an intemally-but It modeling program,which allows us to conduct a more detailed asset/liability modeling study. Each model uses the latest historical data on asset class investment returns, volatility, and correlation with other asset classes along with our Capital Market Assumptions to determine an"optimal" portfolio. Selecting an Appropriate Asset Mix A series of tests is run 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."We use this process,to help inform our clients of the range of 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 A2anager Selection Our research team is focused on monitoring the investment products included in our client portfolios. The research analysts are assigned to a specific asset class for which they are responsible. Both the research analysts and our Director of Research correspond with investment managers on a regular basis and meet with investment managers routinely to maintain an understanding of each manager's investment process and strategy. As part of the ongoing manager due diligence,the research analysts run a series of risk/return statistics,peer universe analysis, portfolio attribution and style analysis on all of the investment products in our clients' portfolios to ensure they 1 continue to be an appropriate component of the overall portfolio. As a result, our research team is able to provide the clients with valuable information about potential investment managers. i 13 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Pair 2A SEC File No.: 801-60449 Brochure 3/30/2016 Rebalancing We evaluate a client's portfolio regularly to determine the need for rebalancing the portfolio 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 input into the client's investment policy statement and are illustrated in the quarterly reports. We have invested in software that allows our staff to monitor compliance of a client's portfolios. On, Monitoring We will 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 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 Class Investment Committee approves a termination recommendation. We continually evaluate the economy, financial markets, and correlation of asset classes to assess whether a client's asset allocations are appropriate, as well as rebalance the portfolio if necessary. We regularly interview managers and visit their operations to ensure that they remain the most appropriate vehicle for our client's investments. Strategic allocation decisions, rebalancing, and re-evaluating managers are all part of the ongoing monitoring process. Performance Reporting We provide performance reporting on a quarterly basis. Each client will receive a report containing its own performance measures allowing the client to review its plan and its investment managers' performance versus the established benclunark,while monitoring cash flows and other financial indicators. The report includes a review of the economy, financial markets,and our investment strategy. We also organize quarterly conference calls/meetings to give a client a better understanding by hearing from the people who are making the asset allocation and investment manager decisions. Multi-Asset Class Asset Management—Risk Although 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, investors need to recognize that investing in securities involves a risk of loss that an investor should be prepared to bear. 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 risk tolerance,with the objective of reducing the risk of long term losses.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 retum 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. The range of probabilities examines extreme conditions (worst loss, maximum drawdown) over rolling one, five and ten year periods from a historic standpoint (losses for portfolios with heavy allocations of equities can be large in extrerne market conditions as evidenced by the global financial crisis of 2008.Portfolios with heavy concentration of equities 14 PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801- 60449 Brochure 3/30/2016 experienced losses of up to 30% or more during the worst period of peak to trough returns). The analysis also provides a 90%probability analysis of future cumulative returns and minimum and maximum investment returns for one, five and ten year periods. Because our clients' investment time horizons typically exceed five years, this form of analysis gives them a context for the range of possibilities of investment returns at the total fund level and the individual asset class level. A higher overall equity allocation will result in the assumption of a greater degree of risk. The annual standard deviation of returns for equities falls in the 17—22%range, and for fixed income in the 5 - 10%range, so clients should expect wide potential volatility of returns from each individual asset class in any one given year_ Consulting Engagements—Analysis Strategy and Risk For multi-asset class consulting engagements 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 of reviews at quarterly client meetings and follow client direction with regard to the selection of 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. Item 9 - Disciplinary Information An investment advisor 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. We do not have any disclosure items of this nature. Item 10 - Other Financial Industry Activities and Affiliations Our wholly-owned subsidiary,PFM Fund Distributors,Inc. (PFNIFD),is registered as a broker-dealer tinder 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. One of the managers of our company, Martin Margolis, is a registered principal of PFNIF D. If our client invests in a Pooled Fund, we disclose this relationship to the client, through the Fonn ADV Part 2A and the offering statement for the Pooled Fund. In addition, 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 under the client's investment advisory agreement. We serve as administrator and investment adviser to PFM Funds, a diversified, open-end management registered investment company offering money market funds to governmental entities and other institutional investors. We may enter into arrangements with a third party to compensate it for service it provides to us in our role as administrator to PFM Funds, or in PFMFD's role as distributor to PFM Funds. Such compensation payable to the third party is paid out of the fee we receive from the client. We also serve as administrator and/or investment adviser to the following local government investment pools: California Asset Management Trust(CAMP); a Florida Education Investment Trust Fund (FEITF); 15 h' PFM Asset Management LLC IARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 ® Illinois Trust; • Massachusetts Finance Development Agency Short-Term Asset Reserve Fund(Mass STAR); • Michigan Liquid Asset Fund Plus (MILAF+); ® Minnesota Association of Governments Investing for Counties(MAGIC); • Minnesota School District Liquid Asset Fund Plus (MSDLAF+); • Ntissouri Securities Investment Program (MOS1P); • Nebraska Liquid Asset Fund (NLAF); • New Hampshire Public Deposit Investment Pool (NH PD1P) • New Jersey Asset& Rebate Management Program(NJ/ARM); • Pennsylvania Local Government Investment Trust(PLGIT); • Pennsylvania OPEB Trust(adviser and distributor only); ® TexasTERM Local Government Investment Pool (TexasTERNt); and • Wyoming Government Investment Fund(WGIF). PFMFD serves as distributor to all of these pools except for WGIF. We have no arrangements for direct or indirect compensation with other investment advisers. As a matter of policy and practice,we do not accept any fees,commissions or other forms of compensation from any underlying money managers or other professionals affiliated with our client's account. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading j_ 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 of our employees. This Code sets out general 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 pail 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 all personal securities transactions, including transactions in mutual fonds advised by us, to our Chief Compliance Officer, or to the person he designates. We prohibit our Access Persons from participating in initial public offerings unless our Chief Compliance Officer gives his approval. We also prohibit our employees from 16 PFM Asset Management LLC iARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 { Brochure 3/30/2016 I purchasing any municipal securities within 60 days of their issue date,if our affiliate, Public Financial Management, Inc., served as municipal advisor for the bond issue. You can receive a copy of our Code by contacting us at One Keystone Plaza, Suite 300, North Front & Market Streets,Harrisburg, PA 17101, by calling 717-231-6200 or by emailing pfrtamrequest@pfm.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 of Ethics 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. Item 12 - Brokerage Practices 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 Iimit 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 may consider in selecting or recommending a particular broker or dealer 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 desired 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 that 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 services may be received in the form of written reports, periodicals, investment seminars, software, and electronic access to, and telephone contacts and personal meeting with, security analysts, economists, government representatives,and corporate and industry spokespersons.They also may 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 of these brokers offer its market commentary and data and statistical research reports as to factors which may influence market price movements. We believe that this information improves the 17 PFM Asset Management LLC IARt7/CPD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 quality of our investment and trading decisions for the benefit of all of our clients. We obtain express authorization from our clients to consider direct brokerage factors(efficiency of execution and commission) in selecting a broker or dealer,and to consider the furnishing of statistical research and other information services by the broker or dealer. It is possible that the use of any these particular brokerage firms may result from time to time in a less favorable price for a particular transaction than if we canvassed a broader range of brokers. However, we believe that the practice of taking into account the furnishing of market information is reasonable. For fixed-income 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 a majority of trades to facilitate market access and in an effort to minimize transaction costs. We have no agreement, understanding or other arrangement,either internal or with brokers 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 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 order we normally allocate the securities or shares to the participating client accounts on a pro rasa 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. With respect to ETFs, due to low trading volume or the established limit price for the trade order being reached, there may be times when a trade order goes unfilled or only partially filled. At the close of business on the trade date, any remaining trades that have not been filled by the broker will be terminated. Item 13 - Review of Accounts For our fixed-income accounts, our Fixed-Income Investment Committee meets generally on a monthly basis,or more frequently as necessary to review the overall strategic direction. This investment committee consists of portfolio managers, senior research staff and our chief investment officer. Shorter-term tactical approaches are presented routinely through a report and analysis prepared and distributed by a sector specialist and may be discussed at a meeting. These reports,normally provided on a weekly basis, highlight interest rate trends and the relative value of different sectors and maturity structures in the market. Ad-hoc strategy discussions take place regularly, or after any significant market moving event, such as sudden changes in financial market conditions, general economic conditions, credit ratings downgrades, and/or the movement of a particular portfolio security through a price support or resistance level. Our fixed-income portfolio managers and traders also review client portfolios on a daily basis. As part of daily practices, portfolio managers and traders discuss market developments, overall strategies, and the potential impact of pending economic announcements. During these sessions, portfolio managers review portfolios, upcoming maturities, and any expected large transactions. For our multi-asset class accounts, our Multi-Asset Class Investment Committee meets generally on a monthly basis,or more frequently as necessary to review the overall strategic direction. This investment committee consists of portfolio managers, senior research staff and our chief investment officer. 18 L PFM Asset Management LLC LARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 We monitor the performance of multi-asset class accounts, including our Managed Accounts Program (MAP), 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 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 j financial market conditions,and general economic conditions may trigger a review of our multi-asset class accounts. Accounts are reviewed by a principal or a portfolio manager in consultation with one of our principals. 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. 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 on the Internet. We may also provide an investment advice memorandum upon advising and/or completing an order for a buy or sell of securities. 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, including our MAP clients, provides each client with a monthly statement of account detailing the client's month-end balances and any transactions which occurred during the month. We review such 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. Item 14 - Client Referrals and Other Compensation From time to time, we may enter into arrangements under which we agree to engage a third party to solicit or refer to us potential new investment advisory clients. Under these arrangements, we enter into a written agreement with the third party, describing the third party's activities on our behalf and the amount we agree to pay the third party. The agreement also contains the third party's undertaking to act in 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 Fort ADV, Part 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. Item 15 - Custodv We do not have custody of client finds or securities. Item 16 -Investment Discretion 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-adviser to be util ized 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 19 t., PFM Asset Management LLC - IARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801- 60449 Brochure 3/30/2016 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, which we comply with as well. Our clients typically grant us discretionary authority in the investment advisory agreement which we enter into with them. Item 17 -Voting Client Securities i We provide to certain of our clients discretionary investment advice on securities which are mutual funds. 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. Generally, we arrange for the portfolio manager overseeing the client's investments to be responsible for making all prosy-voting decisions. We seek to vote proxy proposals, consents or resolutions in a manner that serves the best interests of our clients. When reviewing whether a proposed action would be in our client's best interests, we take into account the following factors: e The impact on the valuation of securities; • The anticipated costs and benefits associated with the proposal; e 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 its to question the independence or performance of the nominees. • We will vote in accordance with management's recommendations on issues that are technical and administrative in nature,such as changes to increase the number of directors or to adopt term limits. However, we review and vote on acase-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. i • We also support proposals promoting transparency and accountability within a company to ensure that the directors fulfitl their obligations to shareholders. We review proposals that result in an increase of compensation to investment advisors and other service providers of portfolio mutual funds on a case-by-case basis, with particular emphasis on I the relative performance of the fund. 20 PFM Asset Management LLC iARD/CRD No: 122141 Form ADV Part 2A SEC File No.: 801-60449 Brochure 3/30/2016 • We also review proposals relating to executive compensation plans to ensure that the long-term interests of management and shareholders are properly aligned. • We generally oppose proposals to give shareholders the right to vote on executive compensation. i 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 a registered investment company and certain local government investment pools for which we provide services, a conflict of interest between us, and a client whose investments are managed by us,is unlikely. We are the investment advisor to a registered money market investment company(RIC) and to several local government investment pools(I.GIPs). We receive no investment advisory fee from a client for managing client assets which we invest in the RIC or LGIPs. in regard to the voting of securities in the RIC or LGIPs for which we are the investment advisor (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,we will follow our general voting politics. ® 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. 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 One Keystone Plaza, Suite 300,North Front&Market Streets,Harrisburg,PA 17101, by calling 717-231-6200 or by emailing p1mannequest@4phri.com. Under certain of our engagements, we do not assume the responsibility for voting proxies on client securities. The clients make arrangements to receive proxies from their custodian. In the event that 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. Item 18 -Financial Information 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. II 21 r, PFM ASSET).MANAGEMENT LLC One Keystone Plaza, Suite 300 _ N.Front&Market Sheets Harrisburg,PA 17101-2044 717-231-6200(phone) www.pfin.com SEC File No. 801-60449 March 30,2016 Marc D. Ammaturo* * - - Robert H. Cheddar,CFA FORN ADVPARS2B Joseph W.Cresson BROCIJURR SUPPLEMENT Michael P.Downs, CFA Matthew R.F.isel, CFA Christopher Harris,CFA Biagio Manieri, CFA* Martin P. Margolis Anthony Pappion Jeffrey H.Rowe,CFA r-. r Kenneth R. Schiebel, CFA - - James P, Sims,CFA John S. Spagnola* David W. Starr* Kerri L. Staub Muskin Michael R.Varano This Brochure Supplement provides information about our personnel listed above 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 us by emailing pfinamrequest(cOpfm.com if you did not receive our Firm's brochure or if you have any questions about the contents of this supplement. *,fessrs.Annnahn'o,blannot,Pappron,S}7agnola and Stan-are 1 z based in the Phis sPhiladelphia,Pennsylvania Office,which is located at:LSro Logan Square, Milt&Arch So eels,Suite 1600. Philadelphia, PA 19163;215,567.6100(telephone). x Updated as of 3/30/16 Table of Contents Educational Background and Business Experience 1 Disciplinary Information 7 Other Business Activities 8 Additional Compensation 9 Supervision 10 i I Updated as of 3/30/2016 Educational Background and Business Experience Item 2 Item 1 of Form AD V, Part 1B asks its to disclose background tit education and business for our supervised persons who 1 fornudate the various types of investment advice the offer.Must types of our investment advice are provided to you by a team oJ' more than five individuals. We have prepared background information for the team members who have tine most responsibility far the advice the team prepares. We have provided the persoe's name,year oj'birth,formal education after high school, and '...., business background(including ant identification of the.specific positions held)for the precedingfnve years of our supervised persons.Also listed are certain professional designations held by the supervised person.An explanation of tine minimum qualifications required for each designation is included so you may better understand the value of the designation. FIRED INCOME PORTFOLIOS Robert H.Cheddar,CFA Year of Birth: 1966 • Formal Education after High School • Susquehanna University, Selinsgrove, PA,Bachelor of Science,Business,Graduated 1988 • Pennsylvania State University, Malvern,PA,MBA, Graduated 2003 • Business Background for the Previous Five Years • PFlvl Asset Management LLC,Harrisburg,PA, Senior Portfolio Manager,01/2004- 01/20l 1;Managing Director,01/2011 —Present • Certifications • Chartered Financial Analyst. An explanation of the minimum qualifications required for this designation is provided at the conclusion of this item. Joseph W. Creason Year of Birth: 1976 • Formal Education after High School 1 • Shippensburg University, Shippensburg,PA,Bachelor of Science,Finance,and Bachelor of Science, Economics,Graduated 2000 • Business Background for the Previous Five Years • PFM Asset Management LLC/Public Financial Management Inc.,Harrisburg,PA,Portfolio Trader, 07/2000-07/2009;Portfolio Manager,07/2009—Present Michael P.Downs,CFA Year of Birth: 1964 • Format Education alter High School • 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 L.. • Business Background for the Previous Five Years • Hughes Capital Management,Inc.,Alexandria,VA,Portfolio Manager,06/2005—02/2014,PFM Asset Management LLC,Harrisburg,PA,Portfolio Manager,04/2014—Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Martin P. Margolis Year of Birth: 1944 '.. • Formal Education after High School • University of Pennsylvania,Philadelphia,PA,Bachelor of Arts,History,Graduated 1966 • University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972 • Business Background for the Previous Five Years • Public Financial Management,Inc.,Harrisburg,PA,Managing Director, 01/1987-01/2003;PFM Asset j Management LLC,Harrisburg,PA,Managing Director,President,01/2003—Present i Updated as of 3/30/2016 1 .Jeffrey H. Rowe,CFA Year of Birth: 1982 • Formal Education after High School • Pennsylvania State University, University Park,PA,Bachelor of Science,Finance, and a Minor in Supply Chain and Information Systems Technology, Graduated 2005 • Business Background for the Previous Five Years • PFM Asset Management LLC,Harrisburg, PA,Portfolio Trader, 05/2005-05/2010;Portfolio Manager, 05/2010-Present Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. '..... Kenneth R.Schiebel,CFA Year of Birth: 1959 • Formal Education after High School • University of Michigan, Ann Arbor,MI,Bachelor of Arts,Mathematics &Computer Science,Graduated 1981 '.. • Business Background for the Previous Five Years • PFNI Asset Management LLC/Public Financial Management, Inc.,Harrisburg,PA,Managing Director, 01/1994-Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. James P.Sinrs,CFA Year of Birth: 1970 I • Formal Education after High School • Georgia State University, Atlanta,GA,Bachelor of Business Administration,Finance,Graduated 1993 • Georgia State University, Atlanta,GA, Masters of Science,Finance, Graduated 1997 • Business Background for the Previous Five Years • PFM Asset Management LLC Harrisburg,PA,Senior Portfolio Manager,02/2016-Present; Columbia Management Investment Advisers,LLC,Portland, OR,Portfolio Manager,09/2010-02/2016 • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item_ Kerri L.Staab Nioskin Year of Birth: 1983 • Formal Education after High School • Pennsylvania State University,Harrisburg, PA,Bachelor of Science,Business Management,Graduated 2006 • Business Background for the Previous Five Years • PFM Asset Management LLC, Harrisburg,PA,Portfolio Trader,06/2007-07/2012;Portfolio Manager, 07/2012-Present Michael R.Varano Year of Birth: 1952 • Formal Education after High School • Bloomsburg University,Bloomsburg, PA,Bachelor of Science,Business Management&Accounting, Graduated 1974 • Business Background for the Previous Five Years • PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA, Managing Director, O1/1987-Present Updated as of 3/30/2016 2 MULTI-ASSET CLASS MANAGEMENT Marc D.Ammaturo Year of Birth: 1974 '. • Formal Education after High School • The Pennsylvania State University,State College,PA,Bachelor of Science,Accounting,Graduated 1996 • Maryland University,College Park,MD,Masters of Business Administration,Finance,Graduated 2004 • Business Background for the Previous Five Years • PFM Asset Management LLC,Harrisburg, PA,Research Analyst,01/2005 - O1/2007; Senior Managing Consultant,01/2007-01/2012;Managing Director,01/2012-Present Biagio Manieri,Ph.D.,CFA L. Year of Birth: 1960 • Formal Education after High School • City College of the City University of New York,New York,NY,Bachelor of Science, Electrical Engineering, Graduated 1983 j • Columbia University,New York,NY,Doctor of Philosophy, International Relations,Graduated 1995 • Business Background for the Previous Five Years • PFM Asset Management LLC, Philadelphia,PA,Director of Research, 01/2012-Present;Federal Reserve System,Investment Officer,03/2005-0 1/2012 • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this item_ Martin P.Margolis Year of Birth: 1944 • Formal Education after High School • University of Pennsylvania,Philadelphia, PA,Bachelor of Arts,History,Graduated 1966 • University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972 • Business Background for the Previous Five Years • Public Financial Management, loc.,Harrisburg,PA,Managing Director,01/1987-01/2003; PFM Asset Management LLC, Harrisburg, PA,Managing Director,President,O1/2003-Present Kenneth R.Schiebel,CFA Year of Birth: 1959 • Formal Education after High School • University of Michigan,Ann Arbor,MI,Bachelor of Arts,Mathematics &Computer Science, Graduated 1981 • Business Background for the Previous Five Years • PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director, 01/1994-Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is ,, provided at the conclusion of this item. John S.Spagnola Year of Birth: 1957 • Formal Education after High School • Yale University,New Haven,CT, Bachelor of Arts, Political Science,Graduated 1980 • Business Background for the Previous Five Years • PFNI Asset Management LLC,Philadelphia,PA,Managing Director,01/2003 -Present I i Updated as of 3/30/2016 3 ' f- Mark Yasenchak,CFA Year of Birth: 1978 • Format Education after High School • West Chester University, West Chester,PA,Bachelor of Science,Finance and Economics, Graduated 2001 • Business Background for the Previous Five Years • PFNI Asset Management LLC,Philadelphia,PA, Senior Managing Consultant, 10/2003 -Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. STRUCTURED PRODUCTS Matthew R.Eisel,CFA Year of Birth: 1983 • Formal Education after High School • University of South Carolina,Bachelor of Science,Entrepreneurial Management,Finance,and Risk r Management&Insurance,Graduated 2005 j • Business Background for the Previous Five Years • PFM Asset Management LLC,Harrisburg,PA, Consultant,07/2005-07/2009; Senior Managing Consultant, 07/2009-10/2012; Director, 10/2012-01/20IS; Managing Director,02/2015—Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Christopher M.Harris,CFA Year of Birth: 1986 • Formal Education after High School '.. • Dickinson College,Carlisle,PA, Bachelor of Arts, Economics, Graduated 2008 • Business Background for the Previous Five Years • PFM Asset Management LLC,Harrisburg,PA,Senior Managing Consultant,06/2008—Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Nlartin P.Margolis Year of Birth: 1944 • Formal Education after High School • University of Pennsylvania,Philadelphia,PA,Bachelor of Arts,History,Graduated 1966 • University of Pennsylvania,Philadelphia,PA,Graduate School,History 1967-1972 • Business Background for the Previous Five Years • Public Financial Management,Inc.,Harrisburg,PA,Managing Director,01/1987—01/2003; PFM Asset Management LLC,Harrisburg,PA,Managing Director,President,01/2003—Present Kenneth R.Schiebel,CFA Year of Birth: 1959 • Formal Education after High School ',.. • University of Michigan,Ann Arbor,MI,Bachelor of Arts,Mathematics& Computer Science,Graduated '... 1981 • Business Background for the Previous Five Years { • PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg,PA,Managing Director, 01/1994—Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item, Updated as of 3/30/2016 4 CERTIFICATES OF DEPOSIT/F1XED TERM INVESTMENTS Robert H. Cheddar,CFA Year of Birth: 1966 Formal Education after High School • Susquehanna University, Selinsgrove,PA,Bachelor of Science,Business, Graduated 1988 j • Pennsylvania State University; Malvern, PA,MBA, Graduated 2003 - • Business Background for the Previous Five Years • PFN1 Asset Ntanagement LLC,Harrisburg,PA, Senior Portfolio Manager,01,12004—01/2011;Managing Director,01/2011—Present • Certifications • Chartered Financial Analyst.An explanation of the minimum qualifications required for this designation is provided at the conclusion of this Item. Michael R. Varano Year of Birth: 1952 • Formal Education after High School • Bloomsburg University,Bloomsburg, PA,Bachelor of Science,Business Management&Accounting, L, Graduated 1974 '.. Business Background for the Previous Five Years • PFM Asset Management LLC/Public Financial Management,Inc.,Harrisburg, PA, Managing Director, 01/1987-Present STABLE VALUE PRODUCTS David W.Starr Year of Birth: 1957 Formal Education after High School • Duke University,Durham,NC,Bachelor of Arts, Economics, Graduated 1979 Business Background for the Previous Five Years • PFM Asset Management LLC,Philadelphia,PA,Managing Director,08/2015—Present; Goldman Sachs, Inc.,Managing Director, 05/2012-10/2013;Dwight Asset Management, 12/198905/2012 BANKING AND SIMILARLY CHARTERED FINANCIAL INSTITUTION SERVICES Anthony Pappion Year of Birth: 1981 1 • Formal Education after High School • University of Pittsburgh,Bachelor of Arts,Economics, Graduated 2004 • Business Background for the Previous Five Years • PFM Asset Management LLC,Philadelphia,PA,Senior Managing Consultant,04/2015—Present; Susquehanna Bancshares,Lititz,PA,Associate Director Treasury Strategics,ALCO,and Quantitative Risk, 09/2014-04/2015;Fulton Financial Corporation,Lancaster,PA,Fund Management Associate Portfolio Manager, 10/2011-09/2014;Graystone Tower Bank,Harrisburg,PA,Treasury Manager,02/2009-10/2011 I Updated as of 3/30/2016 5 '.... SUMMARY OF PROFESSIONAL DESIGNATIONS This Summary should assist you with evaluating the professional designations and the minimum requirements that an individual must meet in order to hold this designation. CFA—Chartered Financial Analyst This designation is issued by the CFA Institute(www.cfainstitute.org).A candidate must meet one of the following prerequisites in order to participate in the CFA program: 1)Have obtained an undergraduate degree and have 4 years of professional experience involving investment decision-making; or 2) Have 4 years of full-time qualified work experience. The educational requirements that must be completed involve 250 hours of study for each of the 3 levels,and there are 3 course exams. There are no continuing education requirements. li i i Updated as o13/30/2016 6 ��! Disciplinary Information Item 3 If Deere are legal or disciplinary events material to your evaluation of the supervised person, Item 3 requires as to disclose all material facts regarding those events. A. A criminal or civil action in a domestic,foreign or military court of competent jurisdictou in which the supervised person '.... 1. was convicled of, or pled guilty or polo contendere ("no contest) to (a)any felony; (b) a misdemeanor that involved investments of an investment-related business,fraud,false statements at,omissions, wrongful taking of properly, bribery,Perjury,forgery, counterfeiting, at-extortion; or(c) a conspiracy to conmil any of these offenses; 2. it the named subject of o pending criminal proceeding that involves an investment-related business,fraud, false statements of omissions, wrongful taking ofproperty, bribery,perjury,forgery, counterfeiting extortion, or a conspiracy to commit any of these offenses; 3. was found io have been involved in a violation of an invesbneni-relaicd stabile or regulalion; or d. was the subject of any order,judgment, or decree permanently or temporarily enjoining, or otherwise limiting the supervised person from engaging in any investrnern-related activity, or from violaling any investment-related slatde, rule, a-order. Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such criminal or civil action B. An administrative proceeding before the SEC,any other federal regulatory agency, any state regulatory agency,or any foreign financial regulatory authority in which the supervised person 1. was found to have caused an investmem-r•etaled business to Lose its awhorkalion to do business; at- 2. ivas found to have beer? involved in a violation of an investment-related statute at-regulation and was the subject ofan order by the agency at authoity (a) denying, suspending o•revoking the awhori--ation of the supervised person to act in an imvestrnent- related business; (b) ba ring or suspending the supervised persons association with an investment-relateci business; (c) otherwise significantly limiting the supervised person's investment-related actn,ities; or f (d) inipo.ving a cavil money penalty of??ore tl?an 52.500 on the supervised person. Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such administrative proceeding. I, C. A self'-regiilatorp oigtnnizatioii (.SRO)proceeding in wlileh the supervised person 1. was found to have caused on investment-relateci hnisines.r to tore its author•i:ation to do business: or 2. was found to have been involi ed in a violations ql the SRO's odes and was: (i) barred or suspended from membership o,tr•om association with other members or was expelled from membership; (ii) otherwise significantly limiledfi ow investment-related activities; at,(fij)fined more than 52,500. 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 proceeding in which a professional attainment, designation, or license of the supervised person was revoked or suspended because of a violation of rules relating to professional conduct.#the supervised person resigned(or otherwise relinquished his attainment, designation, a•license) in anticipation of Stich a proceeding(and the adviser knows, or should have known, of such resignation or relinquishment), disclose floe event Not applicable.None of the personnel listed in Item 2 above has ever been subject to any such suspension or revocation. Updated as of 3/30/2016 7 Other Business Activities Item 4 A. If the supervised person is actively engager,in any investment-relined business or occupation, including if the supervised person is registered, or has an application pending to register,as a broker-dealer, registered representative of a broker-dealer,futares commission merchant("'MU'), commodity pool operator ("CPO'), connnodity trading advisor("CT4'),or air associated person of an PCNI, CPO, o•CTA, ive are required to disclose this fact and describe tine business relationship, if any, between the advisory business anrd the other business. We have a wholly owned subsidiary,PFM Fund Distributors,Inc. ("PFMFD"),which is a broker-dealer under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority("FINRA").PFNFFD 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.Fisel,Harris,Margolis, Schiebel,Starr and Varano are registered representatives of PFMFD. • If a relationship between the advisory business and the super>ised person'•s other financial indasny activities creates a material conflict of interest with clients. describe the nature of the conflict and generally ho,you address it If our 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 proposes of calculating our fees for managing the separate account. • Ifthe supervised person receives commissions, bonuses or other compensation based on the.Tale of �. securities or other inresunew products, including as a broker-dealer or regislered representative, and including disn-ibution at,service ("trail")fees fi,on the sale of rrratital finds, disclose this fact. If this compensation is not cash, explain what pipe of compensation the supervised person receives. F.xplairy that this practice gives the supervised person an incentive to recommend investment products based our the compensation received, rather than on the client's needs. Our 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. [)'the supervised person is actively engaged in any business or occupation far compensation not discussed in response to Item 4.A, above, and the other business activity or activities provide a substantial source of the j supervised persor's income or involve a substantial amount of the supervised person's tittle, disclose this fact and describe the nature of that business.If tine other business activities represent less than 10 percent ol'the supervised person's trine and income,you only presume that they are not substantial. i 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_ I Updated as of 3/30/2016 8 l Additional Compensation Item i If.someone who is not a client provides an economic benefit to the supervised person for providing advisory services,generally describe the arrangement. For purposes of this Item, economic benefits include sales awards and other prizes, but do not include the supervised person's regular salary. Any bmais that is based, at least in part, on the number or amount of.sales, client referrals, or new accounts should be considered an economic benefit, but other regular bonuses should 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. i i I' Updated as of 3/30/2016 9 i Supervision Item 6 Explain bow you supervise the.supervised person, including how you monitor the advice the supervised person provides to clients. Provide the name, title and telephone number oythe person responsible Jar supervising the supervised person's advisory activities on behalf q1 yourJirnt. '.... Marty Ntargolis as Chief investment Officer and President of PFM Asset Management UC oversees or participates �I 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.Margolis does not fall under the supervision of any individual,although he meets regularly with the other managing directors,the Firm's Chief Compliance Officer,and the Board of Directors and officers of the Firm's parent holding company.Mr.Margolis may be reached at 717.231,6200, i Updated as of 3l30/2016 t0 REQUEST FOR MAYOR'S SIGNATURE T Print on Cherry-Colored Paper Routing Information: (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Approved by Director_ Originator: Aaron BeMiller Phone (Originator): 5260 Date Sent: 11/14/2016 Date Required: ASAP Return Signed Document to: Aaron BeMiller Contract Termination Date: September 30, 201 VENDOR NAME: Date Finance Notified: The PFM Group (Only required on contracts n/a finance contract p 20 000 and over or on any Grant DATE OF COUNCIL APPROVAL: n/a Date Risk Manager Notified:9/7/2016 (Required on Non-City Standard Contracts/Agreements) Has this Document been Specificall Account Number: 10001610.64130.1310 Authorized in the Budget? YES 0 NO Brief Explanation of Document: Professional service agreement with PFM Asset Management in which they will work with the finance department to actively manage the City's investment portfolio. The contract is an annual contract with the ability, by mutual consent, to extend our partnership for two additional one year terms. All Contracts Must Be Routed Through The Law Department WV I KKKK (This area to be completed by the Law Dep rtmen Received: t t [& ) ) IS CA s. ^"2 v„ - --- Date Forwarded to Mayor: Shaded Areas To Be Completed By Administration Staff Received. g Recommendations and Comments: N0V I " f (SPef Date Returned:' paav r ms v. iwreevnei wi mrsamwe.wx - CITY OF KEN t CITY CLERK