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HomeMy WebLinkAboutFin Investment Management and Advisory ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND CHANDLER ASSET MANAGEMENT, INC. FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES This Agreement is made and entered into as oflVntA rlev—'8A4A (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and CHANDLER ASSET MANAGEMENT, INC., a California corporation (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A. entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon information made available to CONSULTANT in the CITY's Request for Proposals for Investment Management and Advisory Services ("RFP"), dated July 20, 2022, attached hereto as Exhibit A-1, and representations made by CONSULTANT in its response to the RFP, dated August 31, 2022 ("Proposal") attached hereto as Exhibit A-2, which together constitute the basis for this Agreement. Rev. 08.22 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT according to the fee schedule as set forth in Section 7 of CONSULTANT's response to the RFP attached hereto as Exhibit A-2 and as summarized in the table below. Assets Under Mann ement Annual Asset Management Fee First $25 million 0.10 of I% 10 basispoints) Next $25 million 0.08 of 1% 8 basispoints) Next $50 million 0.06 of 1% 6 basispoints) Over $100 million 0.04' of 1% 4 basis oints CONSULTANT will bill CITY on a monthly basis for Services provided by CONSULTANT during the preceding month, subject to verification by CITY. Fees are calculated on the average market value of CITY's portfolio, including accrued interest. CITY will pay CONSULTANT within thirty (30) days of CITY's receipt of invoice. 3. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall be for a period of three (3) years beginning on the Effective Date of this Agreement, with an option to extend for two years at the sole discretion of the CITY. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Nadine Atieh Hade is hereby designated the PROJECT MANAGER for the CITY and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Carlos Oblites is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure 08.22 2 or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or v 08.22 expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor or anyone directly or indirectly employed by them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct of such City Indemnitee. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with v 08.22 4 these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: City of San Rafael Administrative Services Director 1400 Fifth Avenue San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Chandler Asset Management Attn: Nicole Dragoo 6225 Lusk Boulevard San Diego, CA 92121 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. v 08.22 D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 08.22 6 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 23. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page.] X0822 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: APPROVED AS TO FORM: Office of the City Attorney 0��w` '� By: GE EVE COYLE, Assis ity Attorney ATTEST: City Clerk , 14'�' - /4 a 4 v, I - LINDSAY LARA, City Clerk 08.22 8 CONSULTANT: Name: Martin Cassell Title: CEO [If CONSULTANT is a corporation, add signature of second corporate officer] Name: J Nicole Dragoo Title: President & Corporate Secretary EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in the CITY's July 20, 2022, Request for Proposals, Scope of Investment Management and Advisory Services, together with CONSULTANT's August 31, 2022 proposal, which are attached to this Exhibit as Exhibits A-1 and A-2 respectively. The Scope of Services also includes the following additional provisions. Additional Provisions 1. Investment Policy. In investing and reinvesting CITY's assets, CONSULTANT shall comply with the CITY's Investment Policy, adopted by resolution of the CITY's City Council. 2. Authority of CONSULTANT. CONSULTANT is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative. Electronic Delivery. From time to time, CONSULTANT may be required to deliver certain documents to CITY such as account information, notices and required disclosures. CITY hereby consents to CONSULTANT's use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and CITY agrees that such notification will constitute "delivery". CITY further agrees to provide CONSULTANT with CITY's email address(s) and to keep this information current at all times by promptly notifying CONSULTANT of any change in email address(s). CITY email address(s): nadine.hade@cityofsanrafael.org 4. Proxy Voting. CONSULTANT will vote proxies on behalf of CITY unless otherwise instructed. CONSULTANT has adopted and implemented written policies and procedures and will provide CITY with a description of the proxy voting procedures upon request. CONSULTANT will provide information regarding how CITY's proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to info@chandlerasset.com. 5. Custody of Securities and Funds. CONSULTANT shall not have custody or possession of the funds or securities that CITY has placed under its management. CITY shall appoint a custodian to take and have possession of its assets. CITY recognizes the importance of comparing statements received from the appointed custodian to statements received from CONSULTANT. CITY recognizes that the fees expressed above do not include fees CITY will incur for custodial services. 6. Valuation. CONSULTANT will value securities held in portfolios managed by Rev. 08.22 A CONSULTANT no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by CONSULTANT to reflect fair market value. 7. Investment Advice. CITY recognizes that the opinions, recommendations and actions of CONSULTANT will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that CONSULTANT acts in good faith, CITY agrees that CONSULTANT will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws. 8. Payment of Commissions. CONSULTANT may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of CONSULTANT to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that CONSULTANT may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that CONSULTANT makes no warranty or representation regarding commissions paid on transactions hereunder. 9. Other Clients. It is further understood that CONSULTANT may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for CITY's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that CONSULTANT will have no obligation to purchase or sell for CITY's account any securities which it may purchase or sell for other clients. 10. Confidential Relati_o_n5 . The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for CONSULTANT to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties. 11. Receipt of Brochure and Privacy Policy. CITY hereby acknowledges receipt of the disclosure statement or "brochure" and "brochure supplement" also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). CITY further acknowledges receipt of CONSULTANT's Privacy Policy, as required by Regulation S -P. 08.22 2 PX,A R A..9901M., F,q�! L1 F\ Y WITH P REQUEST FOR PROPOSALS (RFP) FOR INVESTMENT MANAGEMENT AND ADVISORY SERVICES Date Issued: July 20, 2022 Proposals Due: August 31, 2022 The City of San Rafael is seeking proposals from qualified investment management firms to provide comprehensive investment services, including handling day-to-day portfolio administration and providing discretionary investment advisory services to help govern the City's investment portfolio. Respondents to this RFP shall submit completed proposals electronically by 5:00 p.m. on August 31, 2022 to the following email address: Claire Coleman Senior Management Analyst City of San Rafael 1400 Fifth Avenue, Room 204 San Rafael, CA 94901 cla ire.coleman(7cityofsa nrafael. orq Please contact Claire Coleman if you have any questions: Email: cla ire. colemanP-cityofsa nrafael.org Phone: (415) 451-2474 Exhibit A-1 Request for Proposals (RFP) for Investment Management and Advisory Services Table of Contents Introduction.............................................................................................................................................. 3 Aboutthe City of San Rafael.................................................................................................................. 4 Scope of Investment Management and Advisory Services.................................................................5 Proposal Submission Requirements_ .................................................................................................... 6 Evaluation of Proposals and Selection Process.................................................................................... 9 Timingand Schedule............................................,.............................,.....................................................10 AdditionalInformation..............................................................................................................................11 FA Request for Proposals (RFP) for Investment Management and Advisory Services Introduction The City of San Rafael ("City") is requesting proposals for Investment Management and Advisory Services. All proposals must be sent electronically to claire.colemanPcitvofsanrafael.orq by no later than 5:00 p.m. on August 31, 2022. Late proposals will not be considered. The proposals shall be clearly marked Proposal for Investment Management and Advisory Services. Proposals must be responsive to the City's request. The City will select a firm on the basis of demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required. Cost alone shall not be the determinative factor. This request for proposals does not obligate the City to award a contract, and the City reserves the right to cancel the request for proposals if deemed in its best interest. Responding firms shall be solely responsible for any expenses incurred in preparing proposals in response to this request. Request for Proposals (RFP) for Investment Management and Advisory Services About the City of San Rafael The City of San Rafael was incorporated in 1874 and became a charter city in 1913. The City operates under the Council/Manager form of government and is governed by a five -member City Council, which includes four districted councilmembers and an at -large mayor. The City's mission is to enhance the quality of life and to provide for a safe, healthy, prosperous and livable environment in partnership with the community. The City has a staff of about 412 full-time employees and is a full-service city, which includes the following departments: • City Attorney's Office • City Clerk's Office ■ City Manager's Office • Community Development • Digital Service and Open Government • Economic Development and Innovation • Human Resources • Finance • Fire • Library and Recreation (includes Parks, Recreation, Library, and Childcare) • Parking Services • Police ■ Public Works • San Rafael Sanitation District The City's fiscal year begins on July 1 and ends on June 30. For Fiscal Year 2022-23, the City of San Rafael has a total operating budget of approximately $166 million for all funds and the General Fund makes up approximately $93.6 million of that total. While City operations generate revenue from various public services, such as licensing, permitting, and building activity, the three primary sources of revenue for the General Fund are sales tax, property tax, and transaction and use tax (TUT). See the City website httr)s://www.cityofsanrafael.org/der)artments/f inance' for the most recent City Operating and Capital Improvement Program Budget and the Annual Comprehensive Financial Report (ACFR). The City's externally managed portfolio is approximately $45 million in operating and capital funds (non -pension funds). The City's investment policy can be found in Attachment A. 4 Request for Proposals (RFP) for Investment Management and Advisory Services Scope of Investment Management and Advisory Services The objective of this RFP is to receive proposals for investment management and advisory services. Services shall include, but are not necessarily limited to, the following described below. The scope of this RFP is exclusive of custodial services, funds held in Trust, security safekeeping, and Successor Agency funds. Successor Agency funds may be added to the scope at a future date pending the Finance Department's approval. The firm(s) selected will be required to provide the following services: Services to Be Performed Specific services to be performed, although not all-inclusive, are as follows: • Prepare a maturity analysis. • Provide credit analysis of investment instruments in portfolio. • Evaluate market risk and develop strategies that minimize the impact on the portfolio. • Provide assurance of portfolio compliance with applicable policies and laws and the City's Investment Policy. • Assist the City to define and establish an appropriate performance benchmark. • Provide monthly/quarterly annual reporting on all City funds under management. • Attend quarterly and other ad hoc meetings with City Budget Committees as requested. • Present quarterly update at City Council meetings, if requested. • Indicate full understanding of compliance with the City's Investment Policy and California laws. • Ensure the portfolio structure matches City objectives. Investment of Funds The firm(s) must effectively invest the City's funds, provide discretionary full-time portfolio management, and effectively invest the portfolio pursuant to the approved investment policy, the City's cash flow needs and the City's direction. Written and Oral Reports The firm(s) must provide a written report on a monthly and quarterly basis demonstrating the portfolio performance including information about the portfolio as described in the investment policy. The firm must also be available to make periodic written and oral reports to the City Council. Evaluation of Investment Policy The firm(s) must annually assist in the review of the City's investment policy. The proposed changes to the investment policy will be presented in final draft form to the Administrative Services Director and City Manager prior to submission to the City Council. Expectations Investment practices and procedures must comply with Federal and California state law and the City's written investment policy. This includes Sections 53600-53683 of the California Government Code. Investments shall be made consistent with Government Code Sections 16429.1 and/or 53601. The investment advisory firm will be expected to perform to the Prudent Expert Standard. 5 Request for Proposals (RFP) for Investment Management and Advisory Services Proposal Submission Requirements The Firm is responsible for preparing an effective, clear, and concise proposal. To be considered for selection, vendors must submit a complete response to this Request for Proposal that includes the following mandatory information and/or requirements. Responses should be in the same order as the questions presented, stating acceptance of modifications or additions to, or a statement of the inability to provide, said service or information. Failure to provide any of the information requested below may be cause for the proposal to be rejected. 1. Request for Proposal cover letter introducing the Firm and the individual who will be the primary contact person. 2. Firm Background and Organization a. Describe the organization, date founded, and ownership of your firm. Has your firm experienced a material change in organizational structure, ownership, or management during the past five years? If so, please describe. Please provide number and location of affiliated offices. b. Identify the types of accounts primarily under contract with your firm. c. How is your firm compensated for the services it provides? Does your firm act as a broker/dealer, or receive any other form of additional compensation (including soft dollars) for the client transactions aside from the direct fee paid by clients? d. Describe the firms' sources of revenue (e.g., investment management, institutional research, etc.) and comment on your firm's financial condition. Describe any major claims, settlements or other exposures pending against your company or finalized or otherwise resolved in the last five years. e. Is your firm a registered investment advisor under the Investment Advisor's Act of 1940 as amended? f. Describe any SEC, FI NRA, or regulatory censure or litigation involving your firm or its employees at any time. g. Did you, or will you, pay a finder's fee to any third party for business related to this account? Specify the recipients of any fee. h. Specify if your firm has a dual registration. i. Describe any other business affiliations. Describe your firm's policy on soft dollars. j. Describe any potential conflicts of interest you may have working with the City. k. Outline the errors and omissions (professional liability) and fidelity bond coverage your firm carries. Provide a valid, current Certificate of Insurance. I. If you are hired, will your firm serve as a fiduciary in your role as an investment adviser to the City while providing the investment management services we are seeking? If no, describe your objections or limitations. 0 Request for Proposals (RFP) for Investment Management and Advisory Services 3. Experience a. Describe your firm's experience in managing fixed income portfolios for public funds and governmental entities. b. Describe your firm's experience in developing policies and portfolio management guidelines for government portfolios. c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm. d. Describe your firm's experience and or involvement, if any, in the Bay Area region. 4. Personnel a. Identify and provide background information on the key person or personnel who take the most active role(s) in the administration and management of the firm(s). b. Identify the investment professionals (portfolio managers, analysts, and researchers) employed by your firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? Describe any regulatory investigations, action, censure, or litigation involving any of the specified professionals. c. Describe whether portfolios are managed by teams or by one individual. d. Provide resumes and biographical information on key investment professionals that will be directly involved in the decision-making process for the portfolio. Include the number of years at your firm, total years of experience, and professional licenses and designations. e. Indicate which of your firm's professionals would be delegated as the primary client contact(s). f. Describe your firm's compensation policies for investment professionals. g. Describe your firm's training and education efforts to keep portfolio managers informed of developments relevant to government investment managers. 5. Assets Under Management a. Provide the number and types of accounts, total asset value and composition of portfolios currently being managed by your firm for government agencies. Summarize your assets under management (institutional only) over the past five years and average assets per client. b. Summarize your institutional investment assets under management by category as shown below for your latest reporting period. c. Provide GIPS (Global Investment Performance Standards) compliant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten years and/or since inception. If unable to provide GIPS statistics, please state reason. Request for Proposals (RFP) for Investment Management and Advisory Services d. In the past five years, has your firm purchased and held any security that was subsequently downgraded below the minimum credit ratings required for purchase under the California Government Code? What were the circumstances? What actions were taken? 6. Investment Management Approach and Discipline a. Briefly describe your firm's investment management philosophy, including your approach to managing governmental portfolios. b. Describe your credit review process. c. Describe your firm's compliance review process. d. Describe your firm's portfolio management decision making process. E Request for Proposals (RFP) for Investment Management and Advisory Services Evaluation of Proposals and Selection Process Evaluation of Proposals The project's core team, composed of City staff, will evaluate all proposals in accordance with the criteria listed below. The City team members, in applying the major criteria to the proposals, may consider additional criteria beyond those listed. In addition to evaluating written proposals, twenty - minute oral interviews may be requested to allow for a formal presentation by the proposer. The final selection will be the firm which, in the City's opinion, is the most responsive and responsible, meets the City's requirements in providing this service, and is in the City's best interest. The City maintains the sole and exclusive right to evaluate the merits of the proposals received. Proposals will be evaluated based on the following criteria: • Thoroughness and understanding of the tasks to be completed • Background and experience in investment management and advisory services • Staff expertise and overall experience of personnel assigned to the work • Responsiveness to requirements of the project • Recent public sector experience, preferably in a municipal setting conducting similar work • Costs Although price for the services will be an important part of the consideration for award of the project, the City will consider the consultant's qualifications, expertise and level of professional service in the award of the project. E Request for Proposals (RFP) for Investment Management and Advisory Services Timing and Schedule We will make every effort to administer the RFP process in accordance with the terms and dates outlined below. However, we reserve the right to modify the RFP process and dates as deemed necessary. Event Time Date RFP Published and distributed July 20, 2022 Proposal submission deadline 5:00 PM August 31, 2022 Proposals reviewed and evaluated by staff September 1 — 9, 2022 October 3, 2022 Recommendation to City Council with Agreement Contract work begins October 15, 2022 10 Request for Proposals (RFP) for Investment Management and Advisory Services Additional Information All responses to this RFP will become the property of the City of San Rafael. This RFP does not commit the City to award a contract or to pay any costs incurred in the preparation of the company's proposal. The City reserves the right to modify or cancel this RFP in part or in its entirety and to accept or reject any or all proposals received if they do not meet the minimum requirements of this RFP. The City also reserves the right to negotiate with the selected firm to revise the scope of services if necessary, including modifying the services requested to more closely match City needs. If your firm is awarded the contract, your services (as well as those provided by other members of the team) will be subject to the terms of a Professional Services Agreement. Insurance and Business License The firm receiving the contract for investment management and advisory services shall procure and maintain, for the duration of the contract, insurance as required in the City's standard professional services agreement. The firm selected must have a valid City of San Rafael business license while conducting any work under this contract for each year of the contract term. Additional information regarding the City's business license program may be obtained by calling (415) 485- 3051. Contract Term The contract shall be for four consecutive years for fiscal years ending June 30, 2023 through June 30, 2026. Upon mutual agreement of the parties, and subject to the approval of the Agency, the term of this Agreement shall be extended for an additional period of two years for fiscal years ending June 30, 2027 and June 30, 2028. Attachments: Attachment A: City of San Rafael Investment Policy for FY 2022-23 Attachment B: Quarterly Report for FY 11 City of San Rafael Investment Policy PROPOSED June 21, 2022 The City Council of the City of San Rafael (the City) has adopted this Investment Policy (the Policy) in order to establish the investment scope, objectives, delegation of authority, standards of prudence, reporting requirements, internal controls, eligible investments and transactions, diversification requirements, risk tolerance, and safekeeping and custodial procedures for the investment of the funds of the City. All such funds will be invested in accordance with this Policy and with applicable sections of the California Government Code. This Policy was endorsed and adopted by the City Council on the approved date noted above. It replaces any previous investment policy or investment procedures of the City. SCOPE It is intended that this Policy cover all short-term operating funds and investment activities of the City. These funds are accounted for in the annual audit report, and include: • General Fund • Special Revenue Funds • Debt Service Funds • Capital Projects Funds • Enterprise Funds • Internal Service Funds • Fiduciary Funds Additional funds that may be created from time to time shall be administered in accordance with the provisions of this Policy. All cash shall be pooled for investment purposes. The investment income derived from the pooled investment account shall be allocated to the contributing funds based upon the proportion of the respective average balances relative to the total pooled balance in the investment portfolio. Investment income shall be distributed to the individual funds not less than annually. OBJECTIVES The City's funds shall be invested in compliance with all applicable City Municipal Codes, California State statutes, and Federal regulations, and in a manner designed to accomplish the following objectives, which are listed in priority order: 1. Preservation of capital and protection of investment principal. 2. Maintenance of sufficient liquidity to meet anticipated cash flows. 3. Attainment of a market value rate of return. 4. Diversification to avoid incurring unreasonable market risks. Page 1 City of San Rafael Investment Policy June 21, 2022 DELEGATION OF AUTHORITY The management responsibility for the City's investment program is delegated annually by the City Council to the Treasurer pursuant to California Government Code Section 53607. The Treasurer may delegate the authority to conduct investment transactions and to manage the operation of the investment portfolio to other specifically authorized staff members. The Treasurer shall maintain a list of persons authorized to transact securities business for the City. No person may engage in an investment transaction except as expressly provided under the terms of this Policy. The City Manager and the Treasurer jointly shall develop written administrative procedures and internal controls, consistent with this Policy, for the operation of the City's investment program. Such procedures shall be designed to prevent losses of public funds arising from fraud, employee error, misrepresentation by third parties, or imprudent actions by employees of the City. The City may engage the support services of outside investment advisors in regard to its investment program, so long as it can be clearly demonstrated that these services produce a net financial advantage or necessary financial protection of the City's financial resources. PRUDENCE The standard of prudence to be used for managing the City's investments shall be California Government Code Section 53600.3, the prudent investor standard which states, "When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency." The City's overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The City recognizes that no investment is totally without risk and that the investment activities of the City are a matter of public record. Accordingly, the City recognizes that occasional measured losses may be desirable in a diversified portfolio and shall be considered within the context of the overall portfolio's return, provided that adequate diversification has been implemented and that the sale of a security is in the best long-term interest of the City. The Treasurer and authorized investment personnel acting in accordance with written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided that the deviations from expectations are reported in a timely fashion to the City Manager and appropriate action is taken to control adverse developments. Page 2 City of San Rafael Investment Policy June 21, 2022 ETHICS AND CONFLICTS OF INTEREST Elected officials and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or that could impair or create the appearance of an impairment of their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Manager any business interests they have in financial institutions that conduct business with the City and they shall subordinate their personal investment transactions to those of the City. In addition, the City Manager and the Treasurer shall file a Statement of Economic Interests each year pursuant to California Government Code Section 87203 and regulations of the Fair Political Practices Commission. AUTHORIZED SECURITIES AND TRANSACTIONS All investments and deposits of the City shall be made in accordance with California Government Code Sections 16429.1, 53600-53609 and 53630-53686, except that, pursuant to California Government Code Section 5903(e), proceeds of bonds and any moneys set aside or pledged to secure payment of the bonds may be invested in securities or obligations described in the ordinance, resolution, indenture, agreement, or other instrument providing for the issuance of the bonds. Any revisions or extensions of these code sections will be assumed to be part of this Policy immediately upon being enacted. However, in the event that amendments to these sections conflict with this Policy and past City investment practices, the City may delay adherence to the new requirements when it is deemed in the best interest of the City to do so. In such instances, after consultation with the City's attorney, the City Manager and the Treasurer will present a recommended course of action to the City Council for approval. In accordance with California Government Code listed above, the "Total Portfolio" includes all investments and deposits including funds in any money market accounts and governmental pools such as LAIF. Any percentage limitations are deemed to be calculated on the "Total Portfolio" and are measured based on the cost of the investment at the time of purchase. The City has further restricted the eligible types of securities and transactions as follows: 1. United States Treasury bills, notes and bonds with a final maturity not exceeding five years from the date of trade settlement. 2. Federal Agency -securities with a final maturity not exceeding five years from the date of trade settlement. 3. Federal Instrumentality (government sponsored enterprise) debentures, discount notes, callable and step-up securities, with a final maturity not exceeding five years from the date of trade settlement. 4. Mortgage and Asset -Backed Obligations: Any mortgage pass-through security, collateralized mortgage obligation, mortgage-backed or other pay -through bond, equipment lease -backed certificate, consumer receivable -pass-through certificate, or consumer receivable -backed bond with a final maturity not exceeding five years from the date of trade settlement. Investments in mortgage and asset-backed obligations shall be Page 3 City of San Rafael Investment Policy June 21, 2022 issued by an issuer rated at least "A" or the equivalent by a nationally recognized statistical rating organization (NRSRO) and the security shall be rated at least "AA" or the equivalent by a NRSRO. Purchases of securities authorized by this section may not exceed 20% of the City's total portfolio. 5. Supranational Securities: United States dollar denominated, senior unsecured and unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter - American Development Bank, with a maximum maturity not exceeding five years from the date of trade settlement, and eligible for purchase and sale within the United States. Investments in supranational securities shall be rated at least "AA" or the equivalent by a NRSRO and shall not exceed 15% of the City's total portfolio. 6. Medium -Term Notes issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States, with a final maturity not exceeding five years from the date of trade settlement, and rated at least "A" or the equivalent by a NRSRO. No more than 5% of the portfolio shall be invested in medium-term notes of any one issuer, and the aggregate investment in medium-term notes shall not exceed 30% of the City's total portfolio. 7. Negotiable Certificates of Deposits (CDs) of commercial banks rated at least A-1, or the equivalent, with maturities not exceeding five years from the date of trade settlement. In addition, the City may not invest in the CD of a state or federal credit union where any person with investment decision making authority at the City also serves on the board of directors, or any committee appointed by the board of directors, or the credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificates of deposit. No more than 5% of the portfolio may be invested in the CDs of any one issuer, and the aggregate investment in CDs shall not exceed 30% of the portfolio. Non-negotiable Certificates of Deposit and savings deposits with a maturity not exceeding five years from the date of trade settlement, in FDIC insured state or nationally chartered banks or savings banks that qualify as a depository of public funds in the State of California as defined in California Government Code Section 53630.5. No more than 5% of the portfolio may be invested in the CDs of any one issuer, and the aggregate investment in CDs shall not exceed 30% of the portfolio. Deposits in excess of the insured amount shall be secured pursuant to California Government Code Section 53651 and 53652. The City shall comply with and act to secure compliance with the security (collateralization) system specified in the Government Code Section 53649 and 56652. Deposits may be placed using a private sector entity that assists in the placement of deposits per section 53601.8 and 53635.8 in the Government Code. No more than 5% of the portfolio may be invested through any one private sector entity that assists in the placement of such deposits and the aggregate investment in CDs shall not exceed 30% of the portfolio. Page 4 City of San Rafael Investment Policy June 21, 2022 9. Special Assessment District Obligations issued by the City of San Rafael as Limited Obligation Improvement Bonds related to special assessment districts and special tax districts. Investment in such obligations requires the approval of the City Council and maturities may extend to 30 years from the date of trade settlement. 10. Prime Commercial Pager with a maturity not exceeding 270 days from the date of purchase with the highest ranking or of the highest letter and number rating as provided for by a NRSRO. The entity that issues the commercial paper shall meet all of the following conditions in either sub -paragraph A. or sub -paragraph B. below: A. The entity shall (1) be organized and operating in the United States as a general corporation, (2) have total assets in excess of five $500,000,000 and (3) Have debt other than commercial paper, if any, that is rated "A" or higher by a NRSRO. B. The entity shall (1) be organized within the United States as a special purpose corporation, trust, or limited liability company, (2) have program -wide credit enhancements, including, but not limited to, over collateralization, letters of credit or surety bond and (3) have commercial paper that is rated "A-1" or higher, or the equivalent, by a NRSRO. Purchases of eligible commercial paper may not represent more than 10% of the outstanding commercial paper of any single corporate issuer. No more than 5% of the City's total portfolio, shall be invested in the commercial paper of any one issuer, and the aggregate investment in commercial paper shall not exceed 25% of the City's total portfolio. 11. Eligible Banker's Acceptances issued by FDIC insured commercial banks, rated at least A-1 or the equivalent by a NRSRO with maturities not exceeding 180 days from the date of purchase. If issuers have senior debt outstanding, it shall be rated at least A or the equivalent by a NRSRO. No more than $2,000,000 shall be invested in banker's acceptances of any one commercial bank, and the aggregate investment in banker's acceptances shall not exceed 40% of the City's total portfolio. 12. Repurchase Agreements with a final termination date not exceeding one year collateralized by U.S. Treasury obligations, Federal Agency securities, or Federal Instrumentality securities listed in items 1, 2 and 3 above with the maturity of the collateral not exceeding five years. For the purpose of this section, the term collateral shall mean purchased securities under the terms of the City's approved Master Repurchase Agreement. The purchased securities shall have a minimum market value including accrued interest of 102% of the dollar value of the funds borrowed. Collateral shall be held in the City's custodian bank, as safekeeping agent, and the market value of the collateral securities shall be marked -to -the -market daily. Repurchase Agreements shall be entered into only with broker/dealers who are recognized as Primary Dealers by the Federal Reserve Bank of New York or have a primary dealer within their holding company structure. Repurchase agreement counterparties shall execute a City approved Master Repurchase Agreement with the City. Page 5 City of San Rafael Investment Policy June 21, 2022 The Treasurer shall maintain a copy of the City's approved Master Repurchase Agreement along with a list of the broker/dealers who have executed same. 13. State of California's Local Agency Investment Fund (LAIF), pursuant to California Government Code Section 16429.1. 14. Money Market Funds registered under the Investment Company Act of 1940 that (1) are "no-load" (meaning no commission or fee shall be charged on purchases or sales of shares); (2) have a constant daily net asset value per share of $1.00; (3) invest only in United States Treasury securities, United States Agency securities and Federal Instrumentality securities and (4) have a rating of at least AAA or the equivalent by at least two NRSROs. The aggregate investment in money market funds shall not exceed 10% of the City's total portfolio. It is the intent of the City that the foregoing list of authorized securities and transactions is strictly interpreted. Any deviation from this list must be preapproved by resolution of the City Council. PORTFOLIO MATURITIES AND LIQUIDITY To the extent possible, investments shall be matched with anticipated cash flow requirements and known future liabilities. The City will not invest in securities maturing more than five years from the date of purchase, unless the City Council has by resolution granted authority to make such an investment at least three months prior to the date of investment. SELECTION OF BROKER/DEALERS The Treasurer shall maintain a list of broker/dealers authorized for investment purposes, and it shall be the policy of the City to purchase securities only from those authorized firms. To be eligible, a firm must be licensed by the State of California as a broker/dealer as defined in Section 25004 of the California Corporations Code, and: 1. be recognized as a Primary Dealer by the Federal Reserve Bank of New York or have a primary dealer within its holding company structure, or 2. report voluntarily to the Federal Reserve Bank of New York, or 3. qualify under Securities and Exchange Commission (SEC) Rule 15c3-1 (Uniform Net Capital Rule). The City may engage the services of investment advisory firms to assist in the management of the portfolio and investment advisors may utilize their own list of approved Broker/Dealers. Such Broker/Dealers will comply with the selection criteria above and the list of approved firms shall be provided to the City on an annual basis or upon request. Page 6 City of San Rafael Investment Policy June 21, 2022 In the event that an external investment advisor is not used in the process of recommending a particular transaction in the City's portfolio, authorized broker/dealers shall attest in writing that they have received and reviewed a copy of this policy and annually update a City approved Broker/Dealer Information Request form which includes the firm's most recent financial statements. The Treasurer shall maintain a list of the broker/dealers that have been approved by the City, along with each firm's most recent broker/dealer Information Request form. The City may purchase commercial paper from direct issuers even though they are not on the approved broker/dealer list as long as they meet the criteria outlined in Item 5 of the Authorized Securities and Transactions section of this Policy. COMPETITIVE TRANSACTIONS Each investment transaction shall be competitively transacted with authorized broker/dealers. At least three broker/dealers shall be contacted for each transaction and their bid and offering prices shall be recorded. If the City is offered a security for which there is no other readily available competitive offering, the Treasurer will document quotations for comparable or alternative securities. SELECTION OF BANKS The Treasurer shall maintain a list of banks that are approved to provide banking services for the City. To be eligible for authorization, a bank must be a member of the FDIC and shall qualify as a depository of public funds in the State of California as defined in California Government Code Section 53630.5. SAFEKEEPING AND CUSTODY The Treasurer shall select one or more banks to provide safekeeping and custodial services for the City, in accordance with the provisions of Section 53608 of the California Government Code. A Safekeeping Agreement approved by the City shall be executed with each custodian bank prior to utilizing that bank's safekeeping services. Custodian banks will be selected on the basis of their ability to provide services for the City's account and the competitive pricing of their safekeeping related services. The purchase and sale of securities and repurchase agreement transactions shall be settled on a delivery versus payment basis. All securities shall be perfected in the name of the City. Sufficient evidence to title shall be consistent with modern investment, banking and commercial practices. All investment securities purchased by the City will be delivered by book entry and will be held in third -party safekeeping by a City approved custodian bank, or its Depository Trust Company (DTC) participant account. Page 7 City of San Rafael Investment Policy June 21, 2022 The City's custodian shall be required to furnish the City a list of holdings on at least a monthly basis and safekeeping receipts or customer confirmations shall be issued for each transaction. PORTFOLIO PERFORMANCE The investment portfolio shall be designed to attain a market rate of return throughout budgetary and economic cycles, taking into account prevailing market conditions, risk constraints for eligible securities, and cash flow requirements. The performance of the City's investments shall be compared to the average yield on the U.S. Treasury security that most closely corresponds to the portfolio's actual weighted average effective maturity. When comparing the performance of the City's portfolio, its rate of return will be computed net of all fees and expenses. REPORTING On a quarterly basis, the Treasurer shall submit to the Council a report of the investment earnings and performance results of the City's investment portfolio. The report shall include the following information: 1. Investment type, issuer, date of purchase, purchase price, date of maturity, par value, current rate of interest and dollar amount invested in all securities, and investments and monies held by the City; 2. A description of the funds, investments and programs; 3. A market value as of the date of the report (or the most recent valuation as to assets not valued monthly) and the source of the valuation; 4. Overall portfolio yield based on historical cost; 5. Weighted average final maturity and weighted average effective maturity; 6. A statement of compliance with this Policy or an explanation for not -compliance; 7. A description of any of the City's funds, investments or programs that are under the management of contracted parties, including lending programs; and 8. A statement of the ability to meet expenditure requirements for six months, as well as an explanation of why money will not be available if that is the case. The Treasurer shall submit to the Council a report of any changes affecting more than 15% of the investment portfolio within 30 days of such change. POLICY REVIEW This Investment Policy shall be reviewed and approved by City Council annually to ensure its consistency with the overall objectives of preservation of principal, liquidity, yield and diversification and its relevance to current law and economic trends. Any additional amendments to this Investment Policy shall be submitted to the City Council for approval. Page 8 SAN RAFAEL THE CITY WITH A MISSION Agenda Item No: 4.d Meeting Date: July 18, 2022 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Finance Prepared by: Nadine Atieh Hade, City Manager Approval: Administrative Services Director TOPIC: CITY QUARTERLY INVESTMENT REPORT SUBJECT: ACCEPTANCE OF CITY OF SAN RAFAEL QUARTERLY INVESTMENT REPORT FOR THE QUARTER ENDING JUNE 30, 2022 RECOMMENDATION: Accept investment report for the quarter ending June 30, 2022, as presented. BACKGROUND: Pursuant to the State of California Government Code Section 53601 and the City's investment policy, last approved by the City Council on June 21, 2022, staff provides the City Council with a quarterly report on the City's investment activities and liquidity. Included in the report are the cost of each investment, the interest rates (yield), maturity dates, and market value. Separate reports are prepared for the City and the Successor Agency to San Rafael Redevelopment Agency. The City invests a portion of its pooled funds in the Local Agency Investment Fund (LAIF), a State-run investment pool. Beginning in March 2014, the City incorporated an investment strategy that added purchases of securities outside of LAIF with the assistance of its investment advisor, Insight Investment. ANALYSIS: As of June 30, 2022, the primary LAIF account had a balance of $48,554,095. Portfolio returns on LAIF deposits were 0.86% for the quarter ending June 30, 2022. The remaining investment assets include the $1,159,300 balance of Pt. San Pedro Assessment District bonds, and $43,692,305 in government agency securities and corporate bonds (including Walmart Inc., Apple Inc., American Honda Finance, Procter Gamble Co., Toyota, Caterpillar, Bank of America, John Deere, Citibank, PNC Financial Services, US Bancorp, IBM Corp, 3M Company, PepsiCo, JP Morgan Chase Co., Pfizer, and Chevron). The overall total portfolio returns for the quarter ending June 30, 2022 were 0.90%. The City's Westamerica general operating bank account had a balance of $12,908,737 at quarter end. Exhibit A is composed of three parts: (1) Quarterly Investment Portfolio Report; (2) Historical Activity by Quarter summarizing the City's investments; and (3) the three monthly investment reports from Insight Investment for the quarter. FISCAL IMPACT: No financial impact occurs by adopting the report. The City continues to meet the priority principles of investing - safety, liquidity and yield, in priority order. The portfolio remains FOR CITY CLERK ONLY Council Meeting: Disposition: SAN RAFAEL CITY COUNCIL AGENDA REPORT / conservatively invested. Sufficient liquidity exists to meet daily operating and capital project requirements for the next six months. Operating funds, as defined for this report, exclude cash held with fiscal agents for the payment of bond principal and interest. RECOMMENDATION: Accept investment report for the quarter ending June 30, 2022, as presented. ATTACHMENTS: Exhibit A: 1. Quarterly Investment Portfolio Report 2. Historical Activity by Quarter Report 3. Insight Investment Statements, April through June 2022 SAN RAFAEL CITY COUNCIL AGENDA REPORT f Page: 3 I CERTIFY THAT ALL INVESTMENTS MADE ARE IN CONFORMANCE WITH THE CITY'S APPROVED INVESTMENT POLICY AND STATE INVESTMENT REGULATIONS. THE CITY HAS SUFFICIENT LIQUIDITY TO MEET ALL OF THE OBLIGATIONS REQUIRED DURING THE NEXT SIX-MONTH PERIOD. �w Y�k OAZZ NADINE ATIEH HADE FINANCE DIRECTOR City of Rafael Quarterly Investment Portfolio Report June 30, 2022 LAIF $ 48,554,095 98.1% 0.86% LAIF -RDA 02 LAIF - RDA $ 155,374 0.3% 0.86% TARE, 1.6% LAIF - RDA 02 TARB $ 770,970 1.6% 0.86% LAIF - RDA, 0.3% Total Internally Managed $ 49,480,439 52.5% Weighted Average Yield 0.86% Days Effective Average Duration - Internal 1 Weighted Average Maturity - Internal 1 LAIF, 98.1% Externally Managed Assets Cash $ 155,858 % 0.3% Return 0.02% Corporate Municipal, 2.6% Cash, 0.3% Treasury Securities $ 19,307,642 43.0% 0.70% Notes, 29.5% Instrumentality Securities $ 11,004,000 24.5% 0.96% Treasury Corporate Notes $ 13,224,805 29.5% 0.90% Securities, Municipal $ 1,159,300 2.6% 5.25% `' 43.0% Total Externally Managed $ 44,851,605 47.5% Weighted Average Yield 0.94% Years Effective Average Duration - External 1.45 Weighted Average Maturity - External 1.60 Instrumentality Securities, . 24.5% TotalPortfolio LAIF $ 49,480,439 52.5% 0.86% Instrumentali9:Wrporate Notes Cash Securities 14% Municipal $ 155,858 0.2% 0.02% 1% Treasury Securities $ 19,307,642 20.5% 0.70% 12% Instrumentality Securities $ 11,004,000 11.7% 0.96% Corporate Notes $ 13,224,805 14.0% 0.90% LAIF Municipal $ 1,159,300 1.2% 5.25% 52% Total Portfolio Assets $ 94,332,045 Weighted Average Yield Effective Average Duration - Total Weighted Average Maturity -Total Based on Market Values 0.90% Years 0.69 0.76 Treasury Securities 21% Cash 0% Q ■■ N N N M L N m a v o m o ti ff u w .y N m o o o .+ m m a N o m m r m m ry e v o 0 0 m O m vl N O N T N N N N r m N m o m P m N m 7 � m umi M V Op T a e H N N N O O N • O 2R 2R IR N m v ^ ai o c M s p V Q N N Q � O Q V7 V! 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O Lq m _ u't -S 3 i 3 w 3 N N n O N llp Vat W N O O 75 v O m O O m lao o m m loo a m lav o m m o m m O N � o N v M Oa N O m rI O M m " m m o m a m `_ W= ": N _ F- V� VV N N of N N 2 Nm m m v o 0 O > a 75 v m " m m o m `_ W= ": _ F- — s a v 76 2 3 5 3 _ u't -S 3 i 3 w 3 r m 5 u 3 w 3 6 A u C a u c E 0 a V Request for Proposal for.- CITY or: CITY OF SAN RAFAEL INVESTMENT MANAGEMENT AND ADVISORY SERVICES DUE: August 31st, 5:00 PM CHANDLER ASSET MANAGEMENT, INC. 1901 Harrison St., Suite 1100 Oakland, California 94612 Direct: 858-546-3741, Toll free: 800-317-4747 info@chandlerasset.com I chandlerasset.com mak` � Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL TABLE OF CONTENTS 1. COVER LETTER............................................................................................................................................. 1 2. FIRM BACKGROUND AND ORGANIZATION................................................................................................. 2 3. EXPERIENCE.................................................................................................................................................5 4. PERSONNEL...............................................................................................................................................11 5. ASSETS UNDER MANAGEMENT................................................................................................................ 17 6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE..................................................................... 21 7. FEES...........................................................................................................................................................27 REQUIRED FORMS CHANDLER APPENDICES Form ADV, Parts 1 and 2 Appendix A Professional Biographies Appendix B ACORD Certificate of Liability Insurance Appendix C Global Investment Performance Standards (GIPS®) and Verification Letter Appendix D Important Disclosures Appendix E Sample Client Monthly Account Statement, Quarterly Investment Report, and Appendix F GASB 40 and 72 Reports Proposed Additional Terms Appendix G CHANDLER ASSET MANAGEMENT August 31, 2022 Claire Coleman City of San Rafael 1400 Fifth Ave., Room 204 San Rafael, California 94901 Sent via: email to claire.coleman@cityofsanrafae1.org RE: Request for Proposal — Investment Management and Advisory Services Dear Ms. Coleman, On behalf of Chandler Asset Management, Inc. ("Chandler"), we are pleased to submit our firm's proposal and present our qualifications to provide investment management and advisory services for the City of San Rafael ("City"). Chandler is a California -headquartered firm that has been providing investment advisory and management services for local governments in the state for over three decades. Chandler's firmwide assets under management total $26.8 billion as of June 30, 2022. As a California-based investment adviser, Chandler serves one hundred forty (140) public agencies in California. We can serve as a local resource to the City through our offices in Oakland and Novato. We would be privileged to collaborate with the City of San Rafael as a local, neighboring partner and develop a tailored, comprehensive investment strategy that serves the investment goals, objectives, and challenges that are unique to the City. Since 1988, Chandler has assisted public agencies in fulfilling their fiduciary duty to their constituents by providing high-quality fixed income portfolios in a prudent investment framework. We utilize investment strategies that conform to all applicable federal laws and California Government Codes regarding qualified investments for public entities. The City will benefit from direct access to their assigned team members that are fully committed to exceeding your expectations for the investment management of the City's funds as a fiduciary as well as for client service and reporting during the engagement. We will be proactive in our communication with you and your staff and look forward to attending frequent meetings with the City's Director of Finance & Treasurer, finance staff, and Board. Chandler has reviewed the City's Sample Professional Services Agreement and the City's insurance requirements. We request that Section six (6) of the Sample Professional Services Agreement be amended to allow us to act as the City's agent and bind the City to obligations when transacting on the City's behalf. We respectfully request that the City consider our Proposed Additional Terms, included in Appendix G. As the firm's President, I am authorized to bind the firm and to act in this capacity, as well as to confirm our intent to bid on all sections of the City's Scope of Work. I certify that the information provided in our proposal is accurate, firm, and irrevocable, and shall be valid for a period of one hundred -twenty (120) days from August 31, 2022. We look forward to discussing our qualifications with you in person. If you have any questions during the proposal evaluation period, please do not hesitate to contact Carlos Oblites, Senior 1901 Harrison St. I Oakland, CA 94612 1 Phone 858.768.3150 1 chandlerasset.com a� CHANDLER Portfolio Strategist, directly at (858) 869-5063, toll-free (800) 317-4747, or via email at coblites chandlerasset.com. Additionally, you can contact Neil Murthy, Relationship Manager, directly at (858) 245-4869, toll-free (800) 317-4747, or via email at a murthy@cha nd Ierasset.corn. Sincerely, CHANDLER ASSET MANAGEMENT, INC. Nicole Dragoo, JD, IACCP President 1901 Harrison St. I Oakland, CA 94612 1 Phone 858.768.3150 1 chandlerasset.com Request for Proposal for C HA LER Investment Management and Advisory Services Jl AS FT MANAGEMENT CITY OF SAN RAFAEL 2. FIRM BACKGROUND AND ORGANIZATION a. Describe the organization, date founded, and ownership of your firm. Has your firm experienced a material change in organizational structure, ownership, or management during the past five years? If so, please describe. Please provide number and location of affiliated offices. History Chandler was founded in 1988 by Kay Chandler as a result of her experience serving as an Investment Officer for the County of San Diego for eight years, and the City of San Diego for an additional two years. With many responsibilities for treasury management and finance functions within these departments, Ms. Chandler recognized that public entities with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs. In 1991, Martin Cassell, Ms. Chandler's successor on the investment staff of the City of San Diego, joined the firm. Mr. Cassell now serves as Chandler's CEO. Over the years, Ms. Chandler and Mr. Cassell carefully assembled a team of professionals with the specialized financial expertise and technical skills necessary to structure highly effective, fixed income cash and core investment programs for cities, counties, and other local government entities. The firm manages $26.8 billion as of June 30, 2022, including over $17.9 billion in separately managed accounts for 140 public agencies in the state of California. Of these public agencies, 66 are cities in California totaling $8.3 billion in assets under management. Firm Structure and Ownership Chandler is an independent and 100% employee -owned corporation. In 2017, Chandler's key shareholders and Executive Management Team introduced an Employee Stock Ownership Plan ("ESOP") that aligns with the firm's values and culture of shared success. Every employee is an owner through the ESOP Trust, which currently owns 68% of the firm and is the primary shareholder. Key employees from the Executive Management Team remain as individual owners. We believe that this structure contributes to our ability to attract and retain the highest quality investment professionals as well as to sustain growth, promote accountability, and best serve current and prospective clients well into the future. The firm's growing professional staff currently comprises forty (40) individuals, including fifteen (15) investment team members. Martin Cassell, CFA, CEO transitioned all CIO responsibilities to the three new CO -CIOs as of January 1, 2022. In 2022, William Dennehy II, CFA, Scott Prickett, CTP, and Jayson Schmitt, CFA were promoted to Co -Chief Investment Officers. Nicole Dragoo, Chandler's Chief Operations Officer (COO) and Chief Compliance Officer CCO was promoted to President in April 2021. Joseph Kolinsky, hired as Compliance Manager in January 2020 now serves as (CCO). Other additions to our staff include Ryan Tauber, MBA, Managing Director of Business Development, who oversees the firm's sales, marketing, and client service efforts. Chandler continues to create new positions to accommodate growing business demands. As a result of our significant growth and in support of our objectives, we serve our clients from six other offices besides our San Diego headquarters, located in Denver, Colorado; Orlando, Florida; Ventura, California; Oakland, California; Marin County, California; and Seattle, Washington. 21 Page Request for Proposal for C2CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL b. Identify the types of accounts primarily under contract with your firm. The primary accounts under contract with our firm are local government operating accounts, bond - related funds, project funds, self-insurance funds, OPEB and Pension -rate mitigation trusts. The majority are high credit quality fixed income investment programs subject to California Government Code 53600 et al. Chandler's focus is on the management of high-quality fixed income securities in strategies that span the yield curve for public entities and other risk -conscious institutions. Our clients share common objectives for their investment programs that prioritize safety' of principal, appropriate liquidity, and risk- adjusted total return over a market cycle and comply with federal laws and state legal requirements. We customize portfolios to comply with individual clients' investment directives for operating funds, debt service, capital improvement, and any other funds that may have specific constraints. Our clients include cities, counties, water and wastewater districts, transportation authorities, school districts, higher education, healthcare districts, insurance funds, foundations/endowments, not-for-profit organizations, and corporations. Chandler manages portfolios that are comprised of asset classes in the U.S. fixed income universe that align with our clients' objectives of safety', liquidity, and return. In California, these are assets that are permitted by California Government Code 53601 and 53635. The composition of Chandler's portfolios includes high-quality, investment-grade, U.S. dollar-denominated securities including but not limited to: U.S. Treasuries, Federal Agencies, municipal bonds, negotiable CDs, corporate notes, supranational securities, asset-backed securities, mortgage-backed securities, and commercial paper. c. How is your firm compensated for the services it provides? Does your firm act as a broker/dealer, or receive any other form of additional compensation (including soft dollars) for the client transactions aside from the direct fee paid by clients? The firm's revenue is derived entirely from fees for investment management and advisory services received from our clients. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation. As an independent firm, Chandler maintains no other business affiliations, thereby avoiding any potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. This structure best serves our clients, as there are no conflicts or competing demands on best execution or upselling of services. We do not act as a broker/dealer or receive any other form of compensation. Chandler does not engage in any soft dollar arrangements with broker-dealers or third parties. d. Describe the firms' sources of revenue (e.g., investment management, institutional research, etc.) and comment on your firm's financial condition. Describe any major claims, settlements, or other exposures pending against your company or finalized or otherwise resolved in the last five years. The firm's revenue is derived entirely from fees received from our clients for the investment management and/or advisory services we provide. Chandler is in strong financial condition, profitable, and is adequately capitalized to serve the City beyond the initial terms of the contract. Furthermore, Chandler does not have any major claims, settlements, or other exposures pending against the company, nor any finalized or resolved in the last five years. 1 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal. 31 Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT — — CITY OF SAN RAFAEL e. Is your firma registered investment advisor under the Investment Advisor's Act of 1940 as amended? Chandler Asset Management is registered with the U.S. Securities and Exchange Commission under the Investment Adviser's Act of 1940. The firm acknowledges its fiduciary duty to its clients and makes investment recommendations as a "Prudent Expert". We provided our most recently filed Form ADV Parts 1 and 2 in the Appendix as part of our submission. 107287 801-44378 Chandler is a California corporation in good standing. f. Describe any SEC, FINRA, or regulatory censure or litigation involving your firm or its employees at any time. None. Neither Chandler nor any of its officers or employees has ever been subject to any regulatory censure or litigation by the SEC, NASD, or other regulatory agencies in relation to the investment management and advisory services it provides. g. Did you, or will you, pay a finder's fee to any third party for business related to this account? Specify the recipients of any fee. No, Chandler will not pay a finder's fee to any third party for business related to this account, or any other client account. h. Specify if your firm has a dual registration. No, Chandler does not have a dual registration. We are registered with the SEC as a Registered Investment Adviser and remain 100% employee -owned. i. Describe any other business affiliations. Describe your firm's policy on soft dollars. None. As an independent firm, we have no other business affiliations, subsidiaries, or joint ventures, thereby avoiding any related potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients. We do not have any competing lines of business such as financial advisory, brokerage, or underwriting services. 100% of our resources are committed to the managing of our clients' portfolios in separately managed accounts, and we do not manage any investment pools that may have embedded fees. We recognize our duty to seek the best execution and ensure the quality of our services as a fiduciary. j. Describe any potential conflicts of interest you may have working with the City. Chandler does not currently have, nor do we potentially foresee any conflicts of interest in working with the City that could be perceived as affecting the objectivity of our advice. In addition, we commit to disclose any potential conflicts of interest, including those that could be seen as a beneficial relationship that would abuse our position of trust and responsibility. 41 Page Request for Proposal for t CHANDLER Investment Management and Advisory Services -- CITY OF SAN RAFAEL k. Outline the errors and omissions (professional liability) and fidelity bond coverage your firm carries. Provide a valid, current Certificate of Insurance. Chandler maintains a comprehensive, full -coverage insurance program with the relevant coverages provided by firms rated "Excellent" or better by AM Best Rating, including the following: EO/DO (professional $30 million ($200,000 liability): retention) Fidelity Bond/Employee $10 million/$100,000 Dishonesty: deductible Commercial $2,000,000 per General Liability: occurrence/$4,000,000 aggregate In addition, each ERISA plan is insured to 10% of the plan's asset values, not to exceed $500,000 per insured plan. We have included a copy of our ACORD Certificate of Liability in the Appendix. I. If you are hired, will your firm serve as a fiduciary in your role as an investment adviser to the City while providing the investment management services we are seeking? If not, describe your objections or limitations. Yes. As an SEC -registered investment adviser and in accordance with Investment Advisor's Act of 1940, Chandler shares your fiduciary duty and holds itself to the highest standards, aiming to safeguard principal and maintain the liquidity needs of the City as primary objectives. Chandler acts in accordance with prudent investor standards, avoiding conflicts of interest and putting clients' needs first in all matters and responsibilities related to the investment management services we provide. 3. EXPERIENCE a. Describe your firm's experience in managing fixed income portfolios for public funds and governmental entities. Managing fixed income portfolios for public funds and governmental entities has been the core of our business since the firm's inception in 1988. Chandler's professionals are experts in fixed income investments as they relate to local governments. We structure our clients' assets to ensure that their funds are (1) invested prudently, (2) available when needed to meet capital obligations, (3) achieve competitive returns, and (4) rebalanced appropriately to maintain the desired profile. We work closely with our clients to address specific investment objectives and risk tolerances as they relate to overall 51 Page $10,000,000 per Umbrella Liability: occurrence/$10,000,000 L aggregate C bersecurit i Y Y� 4 000 $ ,000 Automobile $1,000,000 combined single Liability: limit In addition, each ERISA plan is insured to 10% of the plan's asset values, not to exceed $500,000 per insured plan. We have included a copy of our ACORD Certificate of Liability in the Appendix. I. If you are hired, will your firm serve as a fiduciary in your role as an investment adviser to the City while providing the investment management services we are seeking? If not, describe your objections or limitations. Yes. As an SEC -registered investment adviser and in accordance with Investment Advisor's Act of 1940, Chandler shares your fiduciary duty and holds itself to the highest standards, aiming to safeguard principal and maintain the liquidity needs of the City as primary objectives. Chandler acts in accordance with prudent investor standards, avoiding conflicts of interest and putting clients' needs first in all matters and responsibilities related to the investment management services we provide. 3. EXPERIENCE a. Describe your firm's experience in managing fixed income portfolios for public funds and governmental entities. Managing fixed income portfolios for public funds and governmental entities has been the core of our business since the firm's inception in 1988. Chandler's professionals are experts in fixed income investments as they relate to local governments. We structure our clients' assets to ensure that their funds are (1) invested prudently, (2) available when needed to meet capital obligations, (3) achieve competitive returns, and (4) rebalanced appropriately to maintain the desired profile. We work closely with our clients to address specific investment objectives and risk tolerances as they relate to overall 51 Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT -- CITY OF SAN RAFAEL sound financial management, while maintaining the focus and discipline to help guide portfolios through challenging market cycles. Our clients select us as their investment manager because of our: • Extensive experience serving public agencies. The combined experience of the firm's senior shareholders as investment officers within large public agencies shaped their perspectives in leading a firm with a focus on the management of public funds and assisting a public entity's staff in fulfilling their fiduciary duty to their constituents. • Investment and credit review processes custom tailored for local governments and designed to ensure that our clients' funds are safe; ■ Expertise in California Government Codes that govern the investment of public funds; • Track record in establishing and expanding investment programs that support the budgetary goals of our clients; • Ability to manage fixed income portfolios through changes in the interest rate cycle to benefit our clients; • Comprehensive monthly reports that are accurate, timely, and add transparency to the investment program, and • Dedicated client service team to ensure proactive client communication. We work with clients as a fiduciary on every aspect of the investment program ensuring that investments support the City's financial goals. We focus on analysis of risk and return, investment policy development and review, maturity analysis, cash flow evaluation, and forecasting. The entire professional staff understands the challenges public agencies and their finance staff face due to their public role and responsibility in the stewardship of taxpayer funds. All the proprietary tools and processes the firm has developed are in response to public agencies' unique investment objectives, constraints, and requirements for adherence to state codes and statutes. Moreover, our portfolio management, market research, credit analysis process, accounting, and reporting resources are extensive, and scalable to meet additional needs. We also assist with models for accounting and journal entry and work with clients individually during onboarding and beyond to help them set up their internal accounting templates. Fixed Income Investment Expertise Focused on California Public Agencies Chandler has a long-standing commitment to the public sector, and we believe our history of helping public entities meet their financial goals highly qualifies our firm to assist the City with the range of investment services it seeks. As a California domiciled firm, we take enormous pride in the depth and strength of the relationships cultivated in our home state and manage over $20 billion for institutional clients in California alone, including $8.3 billion for sixty-six (66) California cities. Nationwide, we work with 183 public agencies and believe that our experience and focus on these entities has given us a unique perspective on helping local governments and other risk -conscious entities achieve their financial goals. One of the firm's guiding principles is participation in the development of best practices in the management of public funds. Our investment and client service professionals serve as committee members and are active participants and sponsors of national and regional associations that develop and recommended best practices and training curricula, including the Government Finance Officers Association (GFOA), the California Association of Joint Powers Authorities (CAJPA), the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA), the California Debt and Investment Advisory Commission (CDIAC), and the CFA Institute. We are often involved in drafting investment legislation and recommending best practices on a state and national level and providing guidance on safe' and effective practices for the management of public funds. In addition, 61 Page Request for Proposal for CHANDLER Investment Management and Advisory Services Lim I ASSET MANAGEMENT CITY OF SAN RAFAEL Martin Cassell, CEO was a member of the GFOA's Committee on Treasury and Investment Management for his full term, which ended in 2021. This committee tracks new developments in cash management and develops best practices for government officials at all levels. Carlos Oblites, the City's assigned key investment professional, is a member of the GFOA's Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, and issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits. b. Describe your firm's experience in developing policies and portfolio management guidelines for government portfolios. Chandler investment professionals are experts in California Government Code and in writing investment policies designed to effectively guide the management of publicfunds. We understand that an investment policy is crucial to the development and maintenance of a public agency's investment program. We begin each relationship with a thorough review of each client's investment policy, during which we make recommendations and use it to formalize the investment mandate for each client's portfolio(s). Suggestions are meant to provide clarification, increase return potential, and improve risk management. We have written or revised investment policies for almost all of our government clients, and we customize each policy to mirror the client's specific objectives and tolerances. Our policy reviews will conform to: • California Government Codes ■ Specific City directives and management preferences • Industry best practices as identified by the Government Finance Officers' Association, the California Municipal Treasurers Association. And the Association of Public Treasurers of the United States and Canada. ■ Chandler's Best Practices With over three decades of experience serving California public agencies, we are well -versed in the California Government Code as it applies to public agency investing and are actively involved with associations that develop recommended best investment practices, including the California Society of Municipal Finance Officers (CSMFO), the California Municipal Treasurers Association (CMTA) and the Government Finance Officers Association (GFOA). In reviewing investment policies, we look for clearly defined portfolio objectives and constraints. As needed, we provide our clients education on new products, changing regulations, relevant events in public finance, and changing trends in the capital markets. We stay in front of all developments in California Government Code affecting public agency investments and advise our clients as to revisions that may be relevant to include in their investment policy. Some recent legislative changes that have occurred are as follows: (Continued on Next Page) 71 Page Request for Proposal for CHANDLER Investment Management and Advisory Services { ASSET MANAGEMENT CITY OF SAN RAFAEL Recent Developments in California Government Code January 1, 2015 Addition of Supranational Securities* Clarification that credit ratings pertain to a specific "category" January 1, 2019 Removed issuer rating for asset and mortgage- backed securities January 1, 2021 Senate Bill 998: Updates to Commercial Paper limitations and zero -interest securities Source: California Government Code. *International Bank for Reconstruction and Development, International Finance Corporation, Inter -American Development Bank. Chandler's whitepaper released in October 2020 entitled Senate Bill 998 addresses recent changes to California Government Code that became effective January 1St, 2021. Most notable is the increase in the limitation of investments in commercial paper for those local agencies with more than $100 million of investable assets until January 1st, 2026, as well as the clarification on combined investments in the commercial paper and the medium-term notes of any single issuer. City of San Rafael's Investment Policy We have reviewed the City's Investment Policy date June 21st, 2022, and have made the following observations which we would like to explore with the City: • Supranationals: California code allows public agencies to invest up to 30% of their portfolio in supranationals. The City may benefit from increasing its limit to conform with the code while adding a limitation of 10% per issuer for these securities. • Federal Agencies: The City may consider adding issuer concentration limits on federal agencies as well as including a specific limit for callable federal agency securities. • Money Market Funds: The City's current policy limits investment in Money Market funds to 10% of the total portfolio. To allow for greater flexibility, the City may consider increasing the policy limit to 20% as allowed by code and adding language limiting no more than 10% per fund. As a part of our engagement, we will work with City staff to better understand your needs and comfort level with any proposed changes. c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm. As of June 30, 2022, Chandler's firm -wide assets under management total $26.8 billion. Public agency funds total $21.3 billion and comprise 81% of the firm's assets. Our public sector clients include 183 public agencies, comprised of cities, counties, special districts, and States. (Continued on Next Page) 81 Page Request for Proposal for CACHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL Chandler Client Types and Total Firm Assets Under Management As of June 30, 2022 Public Sector 347 $22,564 Corporate 13 $43 Healthcare 34 $3,790 Public Non-profit 31 $134 84% Sub -Advisory 308 $361 Other 11 $40 Total 744 $26,774 *Other includes DC Plan and Higher Education assets. Chandler assets under management as of 6/30/2022. r--, tion m -profit <1% Healthcare f 14% i Sub - advisory <1% A representative list of the public agency clients we serve with Californian cities in bold includes: Alameda, CA Imperial Beach, CA Pittsburg, CA Agoura Hills, CA Indio, CA Pomona, CA American Canyon, CA La Habra, CA Poulsbo, WA Arcata, CA Lakewood, CO Riverside, CA Brea, CA La Mirada, CA Rohnert Park, CA Breckenridge, CO Leesburg, FL San Clemente, CA Buena Park, CA Longboat Key, FL San Leandro, CA Camarillo, CA Long Beach, CA San Marcos, CA Corona, CA Louisville, CO San Mateo, CA Costa Mesa, CA Merced, CA So. San Francisco, CA Cupertino, CA Milpitas, CA Sunnyvale, CA Danville, CA Monterey, CA Tacoma, WA Deltona, FL Moreno Valley, CA Tracy, CA Dublin, CA Mountain View, CA Truckee, CA Elk Grove, CA Murrieta, CA Tustin, CA Erie, CO National City, CA Vallejo, CA Fairfield, CA Newport Beach, CA Westminster, CA Fountain Valley, CA Palm Springs, CA Westminster, CO W. Sacramento, CA 91 Page CANDLER AS'>i T MANAGEMENT Alpine, CA Amador, CA Buncombe County, NC Calaveras County, CA Dakota County, MN State of Delaware Request for Proposal for Investment Management and Advisory Services Gwinnett County, GA Mendocino, CA Modoc, CA Lake County, CA State of Nevada Pitkin County, CO City & County of Denver, CO Routt, CO CITY OF SAN RAFAEL San Benito County, CA San Diego County, CA** Santa Clara, CA Sierra, CA Alameda Corridor Trans. Authority, CA Alameda County Water District, CA Authority for CA Cities Excess Liability, CA California Earthquake Authority California Insurance Pool Authority, CA California Joint Powers RMA, CA Colorado Springs Utilities, CO Eagle River Water & Sanitation District, CO Elsinore Valley Municipal Water District, CA E-470 Public Highway Authority, CO First 5 Alameda County, CA Fontana POA Retiree Benefit Trust, CA LA County Metro. Transportation Authority, CA Maricopa County Community College District, AZ Moulton Niguel Water District, CA Orange County Sanitation District, CA Orange County Transportation Authority, CA Palomar Health, CA PRISM, CA Rancho California Water District, CA Redwood Empire Muni. Insurance Fund, CA San Bernardino Municipal Water District, CA San Diego County Water Authority, CA San Diego County Regional Airport, CA South Coast Water District, CA Tampa Bay Water, FL Transportation Corridor Agencies, CA Three Valleys Municipal Water District, CA Vallecitos Water District, CA Walnut Valley Water District, CA WestEd'CA Western Municipal Water District, CA Whittier Area Schools Ins. Authority, CA Yolo County Public Agency RMIA, CA *A sample listing of the firm's current public agency clients is shown in alphabetical order. This list includes only clients that have given permission to be listed. Includes discretionary and non -discretionary relationships. It is not known whether the listed clients approve or disapprove of Chandler Asset Management or the services provided. **Advised assets only. The above accounts include operating cash and reserves, risk pool reserves, bond funds, and capital improvement funds, each separately managed to fulfill the specific objectives within their own risk profile. We propose to manage the City's investment program in a manner that is customized to meet your specific financial and investment goals and would provide your staff with the same level of diligence, client service, and investment expertise that we provide to all our clients. d. Describe your firm's experience and or involvement, if any, in the Bay Area region. Chandler has extensive experience and a significant presence in the Bay Area region and counts many local governments amongst its valued clients. Chandler's professionals have a thorough knowledge of Bay Area local governments, have professional staff in two offices in the area (Oakland and Novato), are active in speaking engagements and training for local CSMFO chapters, and can provide the City with customized management of your investment funds based on San Rafael's needs within a Bay Area backdrop, and California in general. 101 Page CCHANDLER ll-`. AS 'LT MANAGEMENT Request for Proposal for Investment Management and Advisory Services CITY OF SAN RAFAEL Our Bay Area municipal clients include the Cities of Alameda, American Canyon, Cupertino, Danville, Dublin, Fairfield, Milpitas, Mountain View, Orinda, Pittsburg, Pleasant Hill, San Leandro, San Mateo, South San Francisco, Sunnyvale, and Rohnert Park. Bay Area special districts and other institutional clients include Alameda County Water Authority, Bay Cities Joint Powers Insurance Authority, California Joint Powers Risk Management Authority, First 5 Alameda, First 5 Santa Clara, Golden State Risk Management Authority, Marin Schools Insurance Authority, Petaluma Health Care District, and San Mateo County Schools Insurance Group. 4. PERSONNEL a. Identify and provide background information on the key person or personnel who take the most active role(s) in the administration and management of the firm(s). Martin Cassell is the Chief Executive Officer at Chandler Asset Management and is a principal of the firm. He is responsible for defining, planning, and directing company programs. Martin oversees the implementation of the firm's investment strategies and portfolio risk management. He designed the proprietary quantitative models that drive our investment process, establishing duration, structure, and asset allocation throughout client portfolios. Martin joined Chandler in 1991 from the City of San Diego where he managed a $1 billion fixed income portfolio. He began his investment career in 1987 managing portfolios at World Savings and Loan. Martin received his B.S. in finance from California State University, Hayward and is a member of the CFA Society of San Diego and holds the designation of Chartered Financial Analyst. The firm's President, Nicole Dragoo, JD (IACCP), is responsible for the firm's strategy and administration and oversees the compliance and operations departments. She also leads the onboarding process of new client accounts and heads a team that communicates effectively with accountants, custodians, and administrators during the transition period and for the duration of the relationship. Nicole received her B.A. in Economics as well as her J.D. from the University of San Diego. In 2021, she was promoted to President from CCO & COO, and has been with the firm for 20 years. b. Identify the investment professionals (portfolio managers, analysts, and researchers) employed by your firm, by classification, and specify the average number of accounts handled by portfolio managers. Are there any established limits on accounts or assets under management? Describe any regulatory investigations, action, censure, or litigation involving any of the specified professionals. Provided below are the investment professionals employed by Chandler Asset Management. Chandler Investment Professionals by Classification 111 Page Classification CEO/President Number of Professionals 2 Co -Chief Investment Officers 3 Portfolio Managers/Analysts 6 Portfolio Strategists 5 Total: 16 111 Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL As of June 30, 2022, the firm's six CFA -level investment team members, three analysts, and five portfolio strategists manage 204 institutional client relationships totaling $26.8 billion, for an average of under 30 relationships per investment professional. While there are no established limits on accounts or assets under management, we have a comprehensive plan in place to maintain our bandwidth around servicing our clients to our desired level of excellence, as well as to maintain the high level of performance and service that is one of the hallmarks of our firm. We believe our level of communication with our clients is unmatched by our larger peers who service much larger client bases with comparable size investment teams. There are no regulatory investigations, action, censure, or litigation involving any of the specified professionals. c. Describe whether portfolios are managed by teams or by one individual. Chandler manages portfolios in a team environment ensuring that all investment team members and client service personnel are familiar with your portfolio. This team approach ensures that there will always be professionals available who are knowledgeable about your portfolio management needs and provide continuity of the investment program. Successful implementation of the firm's investment process is not dependent upon any one individual, as all of our portfolio managers have research, trading, and management responsibilities that benefit all of our client accounts. In addition, our client service personnel are adept at handling the non -investment needs of the engagement and will escalate any issues by routing them through the correct channels, if necessary. (Next Section Begins on Following Page) 121 Page Request for Proposal for CHANDLER Investment Management and Advisory Services A —A ASSET NANAG CITY OF SAN RAFAEL d. Provide resumes and biographical information on key investment professionals that will be directly involved in the decision-making process for the portfolio. Include the number of years at your firm, total years of experience, and professional licenses and designations. Chandler Asset Management Professionals for 2022 William Dennehy II, CFA Co -Chief Investment Officer Carlos Oblites Senior Portfolio Strategist Aneil (Neil) Murthy Senior Relationship Manager Stacey Alderson, CTP Client Service Director Investment Management • Co -Chief Investment Officer • Co -leads the investment team • Implements portfolio strategies ■ Performs credit analysis Co -Chair of Credit Committee and Economic and Market Analvsis Committee • Portfolio Strategist & Key Investment Contact ■ Implements portfolio strategies • Monitors alignment with client objectives and policies • Expertise in policy development and state legal requirements • Co -Chair of Multi -Asset Class Committee 30 years 11 years 27 years 5 years Engagement Management & Client Service ■ Senior Relationship Manager & Key Contact • Assists with onboarding process • Serves as additional client contact ■ Ensures and coordinates project deliverables • Client Service Contact • Reporting requirements and Client Portal • Schedules training and educational presentations 13 years 2 years 24 years 8 years B.S. Business Administration, California State University, Chico, Chartered Financial Analyst CFA® charter holder B.A., History, University of California, Santa Barbara, M.B.A., San Francisco State University Series 65 License B.A. Political Science, University of Connecticut; M.B.A., Post University Series 65 License B.B.A. Accounting, University of Montevallo, Certified Treasury Professional (CTP®) 131 Page Request for Proposal for CCHANDLER Investment Management and Advisory Services At ASSET MANAGEME` CITY OF SAN RAFAEL Compliance & Oversight ■ Chief Executive Officer B.S. Finance, California Martin D. Cassell, CFA • Leads the firm's vision, 35 years State University, 31 years CEO oversight, and strategy Hayward, ■ CFA° designation CFA® charter holder • Head of Firm Administration, B.A. Business Compliance, Operations, and Economics, J.D. Human Resources University of San • Responsible for regulatory Nicole Dragoo, JD, IACCP Diego; Investment compliance and legal matters 22 years President 21 years Adviser Certified Directly manages investment Compliance operations Professional (IACCP) • Oversees firm's administrative functions designation o Leads Firm Compliance • Oversees firm's compliance Joseph Kolinsky program 30 years B.A. Economics, Iona 2 years Chief Compliance Officer . Regulatory compliance, trade College compliance, and Code of Ethics Investment Management Professionals PortLolio Managers. Drawing from their collective expertise, the Investment Management Team develops and implements strategies for the City based on a thorough, well-rounded analysis of investment ideas that are specific to the strategy and your investment objectives. William Dennehy II (CFA), Co -Chief Investment Officer, will serve as a secondary portfolio manager for the City. Bill also serves as a member of the firm's Executive Committee and is Co -Chair of the firm's Economic and Market Analysis Committee and Credit Committee. Bill and his colleagues on the Investment Management Team employ our research -based methods to structure investment solutions that address the City's dual needs for liquidity and return, implement the portfolios' strategies in a customized manner, and conduct securities transactions in the accounts. Carlos Oblites, Senior Portfolio Strategist, will be the key investment contact and serve as the City's portfolio strategist. Carlos has over 25 years of experience in delivering investment services to public sector clients. Carlos is Co -Chair of the firm's Multi -Asset Class Committee and participates on other committees that shape the firm's investment themes and strategy. He serves as a member of the Government Finance Officers Association (GFOA)'s Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, as well as issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits. Before Chandler, Carlos served in the public sector as the Administrative Services Manager and Chief Financial Officer of a public agency in Marin County. 141 Page Request for Proposal for 0CHANDLER Investment Management and Advisory Services j1, ',l AS`,i; i MANAG-HENT CITY OF SAN RAFAEL Relationship Management and Client Service Neil Murthy, Senior Relationship Manager is another key contact for the City. Located in Oakland, Neil will help coordinate all aspects of the City's service needs, develop a City -led schedule of regular client meetings, as well as attend meetings, along with your primary investment contacts. Stacey Alderson, CTP, Client Service Director will support Carlos and Neil in serving the City and its staff. Stacey is in our Denver office and will be accessible as a local resource for any calls or virtual meetings. Chandler's client service and marketing teams provide responsive service and follow-through to completion for any pressing or immediate needs of the City and its staff. Our client service personnel are adept at handling the non -investment needs of the engagement and will escalate any issues and route them through the correct channels, if necessary. Compliance and Oversight The firm's CEO, Martin Cassell (CFA) provides oversight of all aspects of the firm and leads the investment team and implementation process of our proprietary quantitative models and strategy. The firm's President, Nicole Dragoo, JD (IACCP), is responsible for the firm's strategy and administration and oversees the compliance and operations departments. She also leads the onboarding process of new client accounts and heads a team that communicates effectively with accountants, custodians, and administrators during the transition period and for the duration of the relationship. Joseph Kolinsky, Chief Compliance Officer, leads the day-to-day compliance requirements, regulatory filings for the firm, and Code of Ethics implementation and training. In addition to the firm's SEC registration, the below members of Chandler's Investment Management Team are registered representatives: Chandler Registered Representatives Martin D. Cassell, CFA 4330905 Stephen Church 6878939 Daniel Delaney, CFA 7378402 William Dennehy II, CFA 2397527 Julie K. Hughes 5397196 Genevieve C. Lynkiewicz, CFA 4462193 Karl Meng 5198403 Aaron Nail 6761656 Carlos Oblites 5350645 Ted J. Piorkowski, CFA 1857510 Scott D. Prickett, CTP 1901448 Kara Raynor -Sanchez 7615064 Alayne Sampson 5435009 Jayson Schmitt, CFA 4892847 For detailed resumes of all team members, please see the Professional Biographies in the Appendix. 151 Page Request for Proposal for CCHANDLER Investment Management and Advisory Services At __ ASS'= i ' 1ANAG.=+i4ENT CITY OF SAN RAFAEL e. Indicate which of your firm's professionals would be delegated as the primary client contact(s). Carlos Oblites, located in Novato, CA, will be delegated as the primary client contact for the City. f. Describe your firm's compensation policies for investment professionals. Chandler has a comprehensive compensation policy for our investment professionals designed to be aligned with the interests of our clients. This policy includes incentives based on individual contributions to our clients' success, as well as efforts towards building an enduring firm with a long-term culture of shared success, rather than utilizing performance-based compensation. Individual base salaries are competitive, and commensurate with experience, education, and roles and responsibilities. Furthermore, all employees participate in the firm's Employee Stock Option Plan ("ESOP") and have a proportionate share in the ownership of the firm. Chandler's senior leadership team receives competitive base salaries, as well as annual discretionary bonuses based on individual contribution to the firm's overall success. Key principals of the firm are also majority owners and have a proportionate share in the firm that is greater than the employee participation share of the ESOP Trust. g. Describe your firm's training and education efforts to keep portfolio managers informed of developments relevant to government investment managers. We provide our investment professionals with the training they need to remain up to date on changes to the financial markets as well as evolving practices that impact our local government clients. Many of our investment professionals have demonstrated their understanding of and commitment to portfolio management by earning industry credentials, such as the Chartered Financial Analyst (CFA), the Certified Treasury Professional (CTP), and several Financial Industry Regulatory Authority (FINRA) licenses that require continuing education. Other team members are working to achieve these designations, and all employees are encouraged and supported to achieve these and other industry certifications or training that will assist them in their careers and ensure our clients have access to best -in -class professionals. Our compliance professionals monitor regulatory changes affecting local governments and stay up to date on SEC updates and legislative changes. Senior members of Chandler's compliance team have earned the designation of NRS Investment Adviser Certified Compliance Professional (IACCP) and ensure the firm is prepared to address the ever-changing rules, regulations, best practices, and new trends of financial industry compliance through additional and ongoing education. In addition, the firm engages an outside consultant to assist us with the complex practice of regulatory compliance as it applies to varied aspects of the management of public funds. In addition to the ongoing training received by our investment and compliance professionals, Chandler is deeply involved with the Government Finance Officers Association (GFOA). Our investment professionals as well as members of our compliance and operations teams are guided by the GFOA's publications and best practices regarding investment management, compliance, and Government Accounting Standards Board (GASB) reporting for public agencies. Our investment and client service professionals serve as committee members and are active participants, sponsors, and speakers at national and regional associations that develop recommended best practices and training curricula. Through our involvement and participation with these organizations, Chandler's professionals stay informed about current themes and relevant topics affecting the constituents of the member entities. 161 Page Request for Proposal for CCHANDLER Investment Management and Advisory Services IV, ASSN --`:'%NAGrMENT CITY OF SAN RAFAEL Chandler's professionals are also involved on a local level. Individuals from Chandler's investment management team support the San Diego CFA Society's Board of Directors in serving its over 500 members. Chandler's professionals assist the program's Chair by planning the calendar of industry - focused events and sourcing speakers from academia, government, and consultants to present at events during the year. Additionally, members of our team serve on the Advocacy Committee which has initiatives and events such as "Putting Investors First", "Diversity and Inclusion", and "Women in Investment Management". S. ASSETS UNDER MANAGEMENT a. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm for government agencies. Summarize your assets under management (institutional only) over the past five years and average assets per client. Provided below are the number and types of accounts, total asset value, and composition of portfolios currently being managed by our firm for governmental agencies. Chandler Client Types and Total Firm Assets Under Management As of June 30, 2022 Public Sector 84% $22,564 Corporate <1% $43 Healthcare 14% $3,790 Non-profit <1% $134 Sub -advised <1% $361 Other <1% $40 Total 100% $26,774 *Other includes DC Plan and Higher Education assets. Chandler assets under management as of 613012022. $30 Chandler's Institutional AUM ($ billions) $25.5 $25 $22.0 ■ $20 $16.3 $15 $13.5 $10 $5 2017 2018 2019 2020 2021 Chandler's institutional assets under management for the past five years and the current year (1213112017-1213112021). Includes both discretionary and non -discretionary assets. Advised assets are excluded. (Continued on Next Page) 171 Page CXtCHANDLER ASSET MANAGEMENT Request for Proposal for Investment Management and Advisory Services Average Institutional Assets Under Management Per Client 2021 $25,500 M $121 M (211) 2020 $22,000 M $124 M (177) 2019 $19,357 M $116 M (167) 2018 $16,300 M $102 M (159) 2017 $13,500 M $93 M (144) CITY OF SAN RAFAEL Chandler's institutional assets under management over the past five years plus the current year (1213112017-1213112021) and average assets per client. Includes both discretionary and non -discretionary assets. b. Summarize your institutional investment assets under management by category as shown below for your latest reporting period. Provided below are our institutional investment assets under management by category as of June 30, 2022. Operating/Bond Funds $24,248,681,587 Other` $341,884,436 Foundations $134,240,421 Equity Funds $1,893,688,814 Sub -Advisory $156,339,608 Total $26,774,834,866 c. Provide GIPS (Global Investment Performance Standards) compliant performance statistics on a comparable portfolio and compare with industry averages or benchmarks for the last one, three, five, ten years, and/or since inception. If unable to provide GIPS statistics, please state reason. We have included performance and characteristics below through June 30, 2022, for Chandler's Limited Maturity Strategy, a 1 -3 -year strategy, and for the Short -Term Bond Strategy, a 1 -5 -year strategy. Chandler's Limited Maturity and Short -Term Bond strategy composites are comprised of individually managed accounts with an average modified duration equal to the modified duration of the ICE 8 of A 1- 3 Year US Treasury Index and the ICE 8 of A 1-5 Year US Treasury & Agency Indexz, respectively, and a final stated maturity of individual securities of five years. (Continued on Next Page) z Please see Important Disclosures in the Appendix. 181 Page Request for Proposal for CACHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL Chandler Composite Performance — Gross and Net of Fees Chandler Limited Maturity (gross) (inception: 9/30/88) -3.12% 0.41% 1.13% 0.99% 4.24% Chandler Limited Maturity (net) -3.37% 0.16% 0.88% 0.74% 3.98% ICE BofA 1-3 Year US Treasury -3.30% 0.24% 0.94% 0.79% 3.95% Index Chandler Short -Term Bond (gross) (inception: 9/30/95) -4.55% 0.24% 1.09% 1.11% 3.66% Chandler Short -Term Bond (net) -4.79% -0.01% 0.84% 0.86% 3.40% ICE BofA 1-5 Year US Treasury -4.60% 0.04% 0.92% 0.90% 3.40% & Agency Index Based on Chandler's Limited Maturity, Short Term Bond, and Intermediate Bond composites as of 6/30/2022. Performance results are presented gross of fees. The performance has been calculated using historical composite performance. Gross performance does not reflect payment of advisory fees and other expenses which will reduce performance. Past performance is not a guarantee of future results. All investment strategies have the potential for profit or loss. Market conditions or economic factors may alter the performance and results of a portfolio. Investment advisoryfees are disclosed in the firm's form ADV, Part 2A. Performance for periods greater than one year is annualized. Please see GIPS Composite Reports and important disclosures in the Appendix. For one-on-one presentation only. Additionally, we provided our GIPS -compliant performance statistics for our Short Term, Limited Maturity strategies in our Appendices. Statistics show performance for the last one, three, five, and ten years. d. In the past five years, has your firm purchased and held any security that was subsequently downgraded below the minimum credit ratings required for purchase under the California Government Code? What were the circumstances? What actions were taken? In November 2018, within Chandler's cohort of accounts following the California Government Code, Chandler held a security rated in the BBB tier by all three Nationally Recognized Statistical Rating Agencies (NRSROs). In May 2018, the Chandler Credit Committee correctly identified General Electric as a credit no longer consistent with a stable to improving credit profile and communicated to the Chandler investment team to refrain from adding any additional exposure but did not recommend an outright liquidation at that time. The three primary NRSROs, Moody's, Standard and Poor's, and Fitch, all rated the security in the mid -single 'A' credit tier, indicating a two -notch downgrade by all three NRSROs would be required for the security to no longer have a credit rating consistent with California Government Code. In May 2018, the Chandler Credit Committee believed General Electric was taking proactive actions to reverse the softening financial metrics including communicating leverage target goals consistent with an 'A' or better credit profile and discussing potential asset sales to assist in solidifying the financial metrics of the firm. The Chandler team was cognizant of the maturity profile of our holdings within General Electric, with the majority of exposure in our mandates following California Government Code maturing in January 2019 and January 2020. 191 Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL The financial results of the firm failed to turn around in the second half of 2018 and with the appointment of a new CEO, the company implemented a material turnaround plan, and the ratings were subsequently downgraded into the high BBB tier by all three NRSROs. The Chandler team made a strategic decision to hold the January 2019 exposure to maturity and exited our exposure to the January 2020 position via selling the holdings in the 1Q of 2019. Due to the short maturity profile of the two positions, and the fact both securities still remained well within the investment grade tier even though outside of the requirements of California Government Code, the team took a tactical and thoughtful approach in exiting our exposure post the credit rating downgrade. Chandler employs a proprietary credit research process with the objective of identifying stable and improving credits to include in client portfolios. To enhance our internal processes, Chandler utilizes several external research providers including CreditSights, Egan -Jones, BCA Research, Stone, and McCarthy, and ITR Economics. However, in all cases, the decision as to whether to include a security in client portfolios is based on the internal, proprietary evaluation of the particular issuer. Each sector and issuer are reviewed a minimum of once per quarter or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits. In addition to the formal Credit Committee meetings, all credits are monitored continuously. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e., earnings, press releases, management presentations or conferences, rating changes, etc.). The gathered information is distributed to the entire investment management team on a daily basis. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. ■ A core philosophy for the Chandler team is transparency and client communication. The Chandler team meets frequently with our clients, either in person or remotely in the COVID environment, to provide updates on our economic outlook, the current positioning of the portfolio, as well as likely changes to the portfolio asset allocation, portfolio structure and individual security holdings in the coming quarters based on our overall outlook. ■ We take an active approach in highlighting to our client's securities are more likely to be utilized as a `source of funds' for rebalancing transactions based on changing credit fundamentals, risks not well understood by the majority of market participants, as well as credit quality and maturity. ■ In the event a security is no longer deemed suitable and consistent with the credit quality objectives of the underlying portfolio, the Chandler team takes a tactical approach to exiting the position. Depending on market conditions and our overall outlook for the security, this may entail selling the security immediately, dollar cost averaging out of our exposure over several weeks or choosing to hold the position if the maturity is very short or a corporate action (i.e., make whole call) is likely in our judgment. 201 Page Request for Proposal for a Investment Management and Advisory Services CHANDLER ASSET MANAGEMENT CITY OF SAN RAFAEL 6. INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE Briefly describe your firm's investment management philosophy, including your approach to managing governmental portfolios. Investment Philosophy We believe that through effective risk management, we can enhance the potential for higher total returns for risk -conscious clients while maintaining their shared primary objectives of safety' and liquidity. Our approach utilizes investment processes and strategies we have developed over three decades, and focuses on: • Safety of principal'; • Appropriate levels of liquidity; • Diversification of risk; • Compliance with policies, legal requirements, and risk/return objectives; and ■ Active management to generate investment income and total return. We implement this philosophy by structuring investment portfolios with the goal of achieving performance that consistently exceeds the returns of a market benchmark that reflects the overall risk profile of the City over a market cycle. We reduce exposure to market risk by diversifying the portfolio by sector, credit quality, maturity, issuer, and security type, and by establishing and maintaining a target portfolio duration that is consistent with the investment objectives. Chandler's singular focus stems from the investment philosophy of our clients that prioritizes safety' and liquidity above chasing returns that may put their principal at increased risk. As a result of this focus, we take a conservative approach regarding all aspects of the investment and portfolio management process. Our methods for developing the investment objectives and constraints for our clients is customized after an extensive review and thorough understanding of the investment policy, risk tolerances, as well as the current and expected mandates of the client's specially purposed funds. Investment Approach Our process for establishing the investment objectives and constraints for the City is customized after an extensive review, thorough understanding the investment policy, and the current and expected needs of the City including its financial staff. We believe that a successful investment program focuses on the following elements: • Maturity — We believe the average maturity of each separate portfolio, as well as the longest permitted maturity, should reflect the client's goals, return objectives, and risk tolerances. That is why we see our first task with a client as understanding that client's specific objectives regarding current yield, book yield, as well total return. When that understanding is achieved, we establish a target maturity and duration for each account under our management Duration — We strive to maintain duration (the portfolio's price sensitivity to changes in interest rates) within a defined range that reflects the City's return requirements and acceptable volatility. We will work with City staff to identify an optimal target duration range in order to limit relative market risk. 211Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL Investment Type— Chandler will develop a well -diversified portfolio based on the City's Investment Policy. Our sector allocation strategy provides broad diversification by sector and by issuer and works to minimize exposure to credit risk. We are able to add considerable value through rotating sectors, thus identifying best relative value at time of purchase. Additionally, if the City takes advantage of all sectors allowed by California Government Code, we would be able bring our extensive credit and investment analytic capabilities to further diversify the portfolio and increase potential return. Credit Quality — We are proud of our record in keeping our clients' assets safe. We employ a robust credit analysis process that helps us identify investment opportunities in securities that are appropriate for the prudent investment of public funds. Moreover, we believe that each client should establish credit quality constraints that reflect the community's risk preference, and these constraints may be more conservative than Code. Within that framework, we will purchase securities that our credit and value analyses have identified as being appropriate for the City's portfolio, along with having relative value. We will limit our investment in corporate securities to highly rated companies, subject to the City's restrictions. Yield/Return — We search diligently to add value at every stage in our process. We manage the portfolio to enhance return and long-term growth within the constraints of the City's risk profile and return objectives. Finally, we strive to find the best execution for each transaction, seeking multiple price quotations on all purchases and sales. Security Selection Chandler employs a proprietary credit analysis process designed for identification of stable and improving credits, as well as early detection of weak and deteriorating credits. It includes both qualitative and quantitative aspects. The decision to purchase a specific security on our Approved List is based on Chandler's analysis of its relative value. Investment Process For each strategy, we will execute the investment program through our rigorous, quantitatively based investment process, comprised of three stages: portfolio construction, security selection, and periodic rebalancing. Our process is custom-tailored for each client portfolio. For the City, as for all our clients, we believe the development and maintenance of a strong investment program should focus on the following elements: Periodic Rebalancing With the passage of time, portfolio characteristics may tend to drift away from the desired structure. For that reason, the team reruns the Horizon Analysis Model monthly, and rebalances as market conditions and portfolio characteristics change. Observations on the City's Current Portfolio Upon review of the City's portfolio as of June 30,h, 2022, we noted some items over which we would confer with City staff: Asset -Backed and Supranational Securities: Under the City's current Investment Policy, Asset -Backed and Supranational securities are permitted. Incorporating these security types exposes the portfolio to a larger investable universe with the potential to enhance returns while maintaining credit quality as well as increased diversification amongst issuers. We would explore the utility of these asset classes and the potential benefits to the City. 221 Page Request for Proposal for C ,CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL Allocation to LAIF: The City currently allocates —50mm of total assets to LAIF. As a part of our engagement, we would conduct a cash flow analysis to equip the City with a methodology for sizing its portfolio. Through a consultative process and understanding of the City's outlook, we would work with the City to determine the appropriate amount suitable for investment in longer-term assets. • Corporate Bond Concentration: For the City's Corporate Bonds, the concentration per Issuer ranges from ^'$500,000 to $1,000,000. We would explore purchasing these securities in smaller lots to allow for greater diversification. As financial conditions change, we adapt our portfolio strategy to reflect the opportunities available to meet our clients' return objectives. Our clients' portfolios are structured for long-term performance and our processes are designed to filter the market noise and search for opportunities that will achieve the long-term goals of our clients. We are confident that our experienced team and time -tested processes would benefit the City's investment program and add value over the long-term. b. Describe your credit review process. Credit Process and Personnel The firm's proprietary credit research process identifies stable and improving credits to include in client portfolios. Although the Nationally Recognized Statistical Rating Organizations ("NRSROs") typically determine the initial eligibility of security, Chandler does not rely on these ratings to determine whether a security is suitable for a Chandler portfolio. Chandler's Credit Committee, with input from the entire investment team, further evaluates the suitability of an investment based on our own internal research and a thorough understanding of each client's investment objectives and risk tolerances. This combination of qualitative and quantitative analyses enables the team to identify and invest in securities consistent with our clients' objectives of safety', liquidity, and return. The dynamic nature of the process also provides the team with the ability to detect weak and deteriorating credits, which may be removed from client portfolios and Chandler's Approved Issuer List. In determining the suitability of a security, the Credit Committee analyzes company fundamentals with a focus on relative balance sheet strength and the overall earnings outlook of the issuer, paired with Chandler's view of the forward-looking macro -economic environment. After the fundamental outlook of an issuer has been ascertained, the Credit Committee focuses on the relative value of current and historical spreads of both the issuer and its industry sector. Chandler's internal credit process is designed to identify and evaluate changing fundamentals and the current relative value of issuers versus sector peers. Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm's Credit Committee. William Dennehy, CFA, Co -CID is the chair of the Credit Committee which also includes additional members of the investment team. The Credit Committee meets weekly to rank corporate issuers into three tiers based on their characteristics and credit profile — top tier, middle tier, and bottom tier — and categorizes those securities based on individual client risk tolerance and policy guidelines. We review each sector and issuer a minimum of once per quarter or four times per year. The goal is to be proactive in identifying and investing in stable and improving credits, and in avoiding deteriorating credits. (Continued on Next Page) 231 Page Request for Proposal for CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL Chandler's Credit Review Process el CREDIT COMMITTEE Eva,m. Seamenrissuers �n.orMee rim • Dete+mine rt%m;ve eaA.e Esrab�isn sa�taaerygstra[egy INVESTMENT COMMITTEE & CIO REVIEW In addition to the formal weekly Credit Committee meetings, all credits are monitored on a continuous basis. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e., earnings, press releases, management presentations or conferences, ratings changes, etc.). The gathered information is distributed to the entire investment management team daily. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. c. Describe your firm's compliance review process. Portfolio managers use robust order management ("OMS") and portfolio compliance software from Bloomberg AIM for monitoring compliance with client objectives, policies, trust indentures, and legal requirements on a pre -trade, post -trade, and end -of -day basis. At the inception of the relationship, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre -trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits the execution of the trade if it does not comply with the imputed guidelines. If an issue of non-compliance is identified through the system, it cannot be overridden by an investment team member and is escalated for review by a member of the Compliance Team. Chandler's Compliance Team is responsible for ensuring the firm complies with all regulatory requirements, client guidelines, and firm policies and procedures. The firm's Chief Compliance Officer provides oversight of portfolio compliance and trade order management. These duties are conducted separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of investments. This report details adherence to requirements such as permitted investments, asset class exposure, minimum credit quality, maximum maturities, issuer size, and concentration limits, as well as compliance with the City's investment guidelines and legal requirements. This Statement also serves as an effective means of reporting compliance to the City Council, oversight committees, and other stakeholders, and demonstrates that the City and its adviser take seriously its fiduciary duty to protect taxpayer dollars. The firm's Chief Compliance Officer provides oversight of portfolio compliance and trade order management as well as implementation and monitoring of the firm's compliance policies and procedures. These duties are conducted separately from the portfolio management team under the appropriate 241 Page Industry Iswer-specific Macro - researchand fundamental economic fundamental analysis research analysis INVESTMENT COMMITTEE & CIO REVIEW In addition to the formal weekly Credit Committee meetings, all credits are monitored on a continuous basis. The Credit Committee monitors the overall news flow on each issuer on our approved list (i.e., earnings, press releases, management presentations or conferences, ratings changes, etc.). The gathered information is distributed to the entire investment management team daily. In the event the fundamentals of the underlying security change, the Credit Committee may act to add or remove the issuer from our approved credit list or move it within the appropriate tier. c. Describe your firm's compliance review process. Portfolio managers use robust order management ("OMS") and portfolio compliance software from Bloomberg AIM for monitoring compliance with client objectives, policies, trust indentures, and legal requirements on a pre -trade, post -trade, and end -of -day basis. At the inception of the relationship, a compliance officer codes each element of the investment policy and guidelines into the Bloomberg system. Since each trade originates in the system, pre -trade compliance testing is generated each time a portfolio manager prepares to execute a transaction. The system prohibits the execution of the trade if it does not comply with the imputed guidelines. If an issue of non-compliance is identified through the system, it cannot be overridden by an investment team member and is escalated for review by a member of the Compliance Team. Chandler's Compliance Team is responsible for ensuring the firm complies with all regulatory requirements, client guidelines, and firm policies and procedures. The firm's Chief Compliance Officer provides oversight of portfolio compliance and trade order management. These duties are conducted separately from the portfolio management team under the appropriate segregation of duties. As a part of our regular process of policy and guideline monitoring, we provide clients with a monthly detailed Statement of Compliance, based on our complete review of investments. This report details adherence to requirements such as permitted investments, asset class exposure, minimum credit quality, maximum maturities, issuer size, and concentration limits, as well as compliance with the City's investment guidelines and legal requirements. This Statement also serves as an effective means of reporting compliance to the City Council, oversight committees, and other stakeholders, and demonstrates that the City and its adviser take seriously its fiduciary duty to protect taxpayer dollars. The firm's Chief Compliance Officer provides oversight of portfolio compliance and trade order management as well as implementation and monitoring of the firm's compliance policies and procedures. These duties are conducted separately from the portfolio management team under the appropriate 241 Page Request for Proposal for C11CHANDLER Investment Management and Advisory Services ASSET MANAGEMENT CITY OF SAN RAFAEL segregation of duties. Chandler's Risk Committee is made up of the Chief Compliance Officer as well as seven of the firm's senior executives responsible for the firm's risk management practices and policies. In addition, Chandler maintains a comprehensive Compliance Manual that covers all subjects relating to our investment activities and responsibility for client assets, and safety' of information. The firm's Compliance Manual includes policies and procedures for internal controls, code of ethics, privacy and information safeguarding, cybersecurity, e-mail communications, and social media, insider trading, and all matters related to our investment processes and record keeping. Investment Guidelines ❑ State Legal Requirements U Your Investment Policy ❑ Management Directives Bloomberg AIM ❑ Concentration Limits ❑ Credit Quality 7 Issuer Exposure Multi -Level Checks ✓ Pre -Trade ✓ Post -Trade ✓ End -of -Day Chandler Guidelines 7 Prohibited Transactions Awarnings/Alerts — Various Levels . System Warning (needs further review) • Compliance Alerts (compliance clearance required) ID Actip 11rlilela t+cei;15_ 9_ wme n.. log warrrwr [eer �l Fat�r•Itllt S1M2- violationus _ Stat . •wretgY S�41C1-OVIMnOt acnnmp rgouv r tun..tir VSD uieraei. sea�� 5lixecaeit iioriseaiiroo:o+�a r Y- sr.lua rxew w Ylal qap ®� Siexevi In [au Repwl tam viris 11 var wr'. I® . . CcW fawn t Napa M.ttr..rs� O Ille{si .gb[I�N t 5c+ Ima _ — irPr .]p v. ;r4.l. rtay . L F—h- �C4narntratlsn 111" 1119ed ».lark A.:' 17:59:91 ':,. e This sample report is being provided for illustrative purposes to demonstrate Chandler's compliance procedures. References to specific securities and their characteristics are examples of securities held in a portfolio and are not intended to be and should not be interpreted as an offer, solicitation, or recommendation to purchase or sell any financial instrument an indication that the purchase of such securities was or will be profitable, or representative of the composition or performance of the portfolio. d. Describe your firm's portfolio management decision-making process. Chandler utilizes an Investment Management Committee structure to develop and guide our firm's decision-making process. The Investment Committee comprises sub -committees that generate and develop investment themes through their independent research and subject matter expertise. The sub- committees collectively source an idea or theme through discussion and reach congruencies and consensus which they bring to the Investment Management Committee. Members of the Investment Management Committee meet weekly to review the findings and recommendations of the committees. Overarching themes such as market conditions, sector value considerations, and client portfolio characteristics are integrated to determine short term strategies and any need for portfolio rebalancing throughout Chandler's strategies and in client portfolios. In addition, team members meet off-site on a semi-annual basis and discuss economic, market, and credit conditions using committee research to establish the firm's investment outlook, portfolio target characteristics, and sector strategy for the ensuing quarter. The firm's Chief investment Officer, portfolio managers, portfolio strategists, credit analysts and portfolio management associates comprise the Investment Management Committee, 251 Page Request for Proposal for CHANDLER Investment Management and Advisory Services A ASSET MANAGEMENT • -- CITY OF SAN RAFAEL leveraging the experience and expertise of each professional for effective research, analysis, decision- making and communication. Chandler's Investment Management Committee William Dennehy II, CFA Co -Chief Investment Officer Martin Cassell, CFA Chief Executive Officer Ted Piorkowski, CFA Senior Portfolio Manager Alayni Marie Sampson Senior Portfolio Strategist Aaron Nail Assistant Portfolio Manager Scott Prickett, CTP Co -Chief Investment Officer Dan Delaney, CFA Senior Portfolio Manager Julie Hughes Senior Portfolio Strategist Karl Meng Portfolio Strategist Charlotte Powell Associate Portfolio Manager Jayson Schmitt, CFA Co -Chief Investment Officer Genny Lynkiewicz, CFA Senior Portfolio Manager Carlos Oblites Senior Portfolio Strategist Stephen Church Assistant Portfolio Manager Kara Raynor -Sanchez Associate Portfolio Strategist • Economic Outlook • Fundamental Credit • Reviews Committee • Sector Valuation Reviews Global • Market Analysis Analysis Data • New Sector Analysis Markets and outlook • Develops Interest Rate ' Security Relative • Produces HAM • Develop valuation Sets Capital Market Scenario Inputs for Value Analysis Analysis Inputs Expectations Horizon Analysis • Maintains Approved • improves Model Reviews and Enhances Model (HAM) List Methodology Investment Vehicles Chandler's sub -committees contributing to the investment themes and strategies implemented on behalf of our clients include: • The Economic and Market Analysis Committee sets the macro -economic tone and investment strategy for our fixed-income investments and structuring of client portfolios given the current market climate. The Committee also focuses on the development of economic inputs and interest rate scenarios for the Horizon Analysis Model, the proprietary tool we employ to assist in developing portfolio structure. • The Sector Committee is tasked with sector valuation methodology, analysis of option -adjusted spreads and opportunities both among sectors and between issuers, and evaluation of new instruments and sectors for suitability. • The Credit Committee is responsible for evaluating issuers for inclusion, monitoring and possible removal from the firm's Approved Issuer List. The entire Portfolio Management Team and Chief Investment Officer Martin Cassell will review the committee's recommendations, including additions to and deletions from the firm's Approved List. Ultimate approval of credits is the responsibility of the firm's Chief Investment Officer. The committee's output ensures that the securities purchased for client portfolios are consistent with their risk profile. • The Quantitative Analysis Committee develops and sets the structure for the Horizon Analysis Model (HAM) and evaluates the Model's process for improved technology and methods. The results of the HAM output are used to develop general characteristics of the strategies. 261 Page Request for Proposal for CCHANDLER Investment Management and Advisory Services At ASSET MANAGEMENT CITY OF SAN RAFAEL The Multi -Asset Class Committee prepares the firm's Capital Market Assumptions, basing them on the firm's analysis of the global markets and our forward-looking outlook of the market environment. The Committee then develops the Efficient Frontier, and reviews and recommends initial and ongoing portfolio asset allocations and fund vehicles for our clients. 7. FEES Chandler Asset Management is pleased to provide comprehensive investment advisory services in accordance with the following fee schedule: Proposed Fee Schedule for the City tW1111111a011Ar.IIr.MaIAI:j IIIkll_1.Y.YMaw iFWiiTeTiii M First $25 million 0.10 of 1% (10 basis points) Next $25 million 0.08 of 1% (8 basis points) Next $50 million 0.06 of 1% (6 basis points) Over $100 million 0.04 of 1% (4 basis points) Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), fees in dollars will fluctuate (higher or lower) based on the actual portfolio value. Fees are charged monthly in arrears and can be debited directly from your third -party custody account. Chandler does not charge fees on funds held in vehicles not directly under our management, including Local Government Investment Pools and internally managed liquid funds. Our proposed fee schedule is all-inclusive for the services that Chandler provides, including technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, and educational offerings for your staff, as well as the investment management and treasury management support services described herein in Chandler's proposal. Our fee schedule does not include charges that the City would incur for third -party custodial services, as we are not a provider of those services. An example of the fees assessed to the City at different asset levels according to the above proposed tiered fee schedule is as follows: Total Assets Under Management $25 million $50 million $75 million $100 million nual Fee in Basis Points 10.0 9.0 8.0 7.5 Annual Fee in $ dollars $25,000 $45,000 $60,000 $75,000 Chandler does not anticipate any additional fees besides those listed in the fees and compensation section above. There are no startup costs, management costs, transaction fees, or any additional software or services required to implement Chandler's full suite of services as an investment adviser. 271 Page A Chandler Asset Management Appendices Appendix A Form ADV, Parts 1 and 2 Cil 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 1072871 FORM ADV UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name: CHANDLER ASSET MANAGEMENT INC CRD Number: 107287 Other -Than -Annual Amendment - All Sections Rev. 10/2021 WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4. Item 1 Identifying Information Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration. A. Your full legal name (if you are a sole proprietor, your last, first, and middle names): CHANDLER ASSET MANAGEMENT INC B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A. CHANDLER ASSET MANAGEMENT INC List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box F. - if If you check this box, complete a Schedule R for each relying adviser. C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of r your legal name or F your primary business name: r (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-44378 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number: (3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers ), all of your CIK numbers: CIK Number 1665018 E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 107287 If your firm does not have a CRD number, skip this Item 1.E Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers: No Information Filed F Principal Office and Place of Business (1) Address (do not use a P.O. Box): Number and Street 1: Number and Street 2: 6225 LUSK BOULEVARD City: State: Country: ZIP+4/Postal Code: SAN DIEGO California United States 92121-2796 If this address is a private residence, check this box: F" List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190C F5&viewChanges=&FLNG_PK= 1/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year. (2) Days of week that you normally conduct business at your principal office and place of business: t' Monday - Friday r Other: Normal business hours at this location: 6:00 AM TO 5:00 PM (3) Telephone number at this location: 858.546.3737 (4) Facsimile number at this location, if any: 858.546.3741 (5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year? 6 G. Mailing address, if different from your principal office and place of business address: Number and Street 1: City: State: If this address is a private residence, check this box: r Number and Street 2: Country: ZIP+4/Postal Code: H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.: Number and Street 1: City: State: Number and Street 2: Country: ZIP+4/Postal Code: Yes No I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter,�- Facebook and LinkedIn)? If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.L of Schedule D. If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms. I. Chief Compliance Officer (1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below. Name: Other titles, if any: JOSEPH R. KOLINSKY CHIEF COMPLIANCE OFFICER Telephone number: Facsimile number, if any: 858.546.3737 858.546.3741 Number and Street 1: Number and Street 2: 6225LUSK BOULEVARD City: State: Country: ZIP+4/Postal Code: SAN DIEGO California United States 92121-2796 Electronic mail (e-mail) address, if Chief Compliance Officer has one: J KOLINSKY@CHAN DLERASSEf. COM (2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any): Name: IRS Employer Identification Number: K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here. Name: Titles: hQps-llcrd.finra_org11adlContenUPrintHist/Adv/Sectionsicrd_iad_AdvAll Sections.aspx?RONum=917543762819DCF5&viewChanges=&FLNG_PK= 2142 4/12/22, 6:43 PM NICOLE M. DRAGOO Telephone number: 858.546.3737 Number and Street 1: 6225LUSK BOULEVARD City: State: SAN DIEGO California IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] PRESIDENT Facsimile number, if any: 858.546.3741 Number and Street 2: Country: ZIP+4/Postal Code: United States 92121-2796 Electronic mail (e-mail) address, if contact person has one: NDRAGOO@CHANDLERASSET.COM Yes No L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar C. r state law, somewhere other than your principal office and place of business? If "yes," complete Section 1. L. of Schedule D. M. Are you registered with a foreign financial regulatory authority? Yes No C r. Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. ofSchedu/e D. Yes No N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? C C Yes No O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? r- If yes, what is the approximate amount of your assets: t- $1 billion to less than $10 billion C $10 billion to less than $50 billion t- $50 billion or more For purposes of Item 1.0. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end. P. Provide your Legal Entity Identifier if you have one: 254900E9BIWINIZ90E91 A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier. SECTION I.B. Other Business Names No Information Filed SECTION 1.F. Other Offices Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2: 7250 REDWOOD BOULEVARD SUITE 300 City: State: Country: ZIP+4/Postal Code: NOVATO California United States 94945 https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 3/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 1072871 If this address is a private residence, check this box: r Telephone Number: 415.798.5586 Facsimile Number, if any: 858.546.3741 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) F.7 (1) Broker-dealer (registered or unregistered) r (2) Bank (including a separately identifiable department or division of a bank) r (3) Insurance broker or agent F, (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) F. (5) Registered municipal advisor (6) Accountant or accounting firm fs (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.17. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2: 3445 TELEGRAPH ROAD SUITE 200 City: State: Country: ZIP+4/Postal Code: VENTURA California United States 93003 If this address is a private residence, check this box: F Telephone Number: 800-317-4747 Facsimile Number, if any: 858-546-3741 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) F (1) Broker-dealer (registered or unregistered) (2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent F', (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm I (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location: https:llcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 4/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2: 2121 N. CALIFORNIA BLVD SUITE 290 City: State: Country: ZIP+4/Postal Code: WALNUT CREEK California United States 94596 If this address is a private residence, check this box: r Telephone Number: 800-317-4747 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 2 Are other business activities conducted at this office location? (check all that apply) F, (1) Broker-dealer (registered or unregistered) F. (2) Bank (including a separately identifiable department or division of a bank) F (3) Insurance broker or agent (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor r (6) Accountant or accounting firm F (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location: Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2. 1875 LAWRENCE STREET SUITE 920 City: State: Country: ZIP+4/Postal Code: DENVER Colorado United States 80202 If this address is a private residence, check this box: I Telephone Number: 800.317.4747 Facsimile Number, if any: 303.295.0513 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 3 https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=gl75437628190CF5&viewChanges=&FLNG_PK= 5/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Are other business activities conducted at this office location? (check all that apply) C'(1) Broker-dealer (registered or unregistered) r (2) Bank (including a separately identifiable department or division of a bank) r7 (3) Insurance broker or agent F (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) F (5) Registered municipal advisor F- (6) Accountant or accounting firm F', (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location; Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1: Number and Street 2: 801 INTERNATIONAL PARKWAY SUITE 500 City: State: Country: ZIP+4/Postal Code: LAKE MARY Florida United States 32746 If this address is a private residence, check this box: r Telephone Number: 407-739-8797 Facsimile Number, if any: If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) r (1) Broker-dealer (registered or unregistered) r (2) Bank (including a separately identifiable department or division of a bank) r (3)Insurance broker or agent F.7 (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor (6) Accountant or accounting firm 17 (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location; Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees). Number and Street 1:: Number and Street 2: 701 5TH AVENUE SUITE 4200 City: State: Country: ZIP+4/Postal Code: SEATTLE Washington United States 98104 https:llcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 6/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] If this address is a private residence, check this box: r Telephone Number: 206-388-5760 Facsimile Number, if any: 206-489-5611 If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here: How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) ]f (1) Broker-dealer (registered or unregistered) F7 (2) Bank (including a separately identifiable department or division of a bank) F. (3) Insurance broker or agent r (4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) r (5) Registered municipal advisor r (6) Accountant or accounting firm r (7) Lawyer or law firm Describe any other investment -related business activities conducted from this office location: SECTION 1.I. Website Addresses List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform. Address of Website/Account on Publicly Available Social Media Platform: HTTP://WWW.CHANDLERASSET.COM Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.LINKEDIN.COM/COMPANY/911143/ Address of Website/Account on Publicly Available Social Media Platform: https://www.youtube.com/channel/UCIUGGxVg75mCArkBSkyWRRw SECTION 1.L. Location of Books and Records Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section I.L. for each location. Name of entity where books and records are kept: CORODATA Number and Street 1: Number and Street 2: 12370 KERRAN STREET City: State: Country: ZIP+4/Postal Code: POWAY California United States 92064 If this address is a private residence, check this box: r Telephone Number: 858.748.7202 Facsimile number, if any: 658.748.9506 https://crd.finra.org/lad/ContentiPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 7/42 4/12/22. 6:43 PM This is (check one): C one of your branch offices or affiliates. t' a third -party unaffiliated recordkeeper. r other. IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Briefly describe the books and records kept at this location. BROKERAGE CONFIRMS OLDER THAN 2 YEARS, CLIENT STATEMENTS, CLOSED ACCOUNT FILES, AND ARCHIVED ACCOUNTS PAYABLE RECORDS. Name of entity where books and records are kept: SALESFORCE Number and Street 1: Number and Street 2: 415 MISSION STREET 3RD FLOOR I City: State: Country: SAN FRANCISCO California United States If this address is a private residence, check this box: C Telephone Number: Facsimile number, if any: 8006676389 This is (check one): r one of your branch offices or affiliates. (' a third -party unaffiliated recordkeeper. r other. Briefly describe the books and records kept at this location. CLIENT, VENDORS, AND PROSPECTS CONTACT DATA & CORRESPONDING CLIENT SERVICES DATA Name of entity where books and records are kept: SCHWAB COMPLIANCE TECHOLOGIES ZIP+4/Postal Code: 94105 Number and Street 1: Number and Street 2: 150 SOUTH WACKER DRIVE SUITE 200 City: State: Country: ZIP+4/Postal Code: CHICAGO Illinois United States 60606 If this address is a private residence, check this box: C Telephone Number: 877-553-1961 This is (check one): C_ one of your branch offices or affiliates. r' a third -party unaffiliated recordkeeper. r other. Facsimile number, if any: Briefly describe the books and records kept at this location. COMPLIANCE DOCUMENTATION AND OUR COMPLIANCE CALENDAR https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections. aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 8/42 4/12/22, 6:43 PM Name of entity where books and records are kept: ROCKETDOCS Number and Street 1: 509 SOUTH EXETER STREET IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] City: State: BALTIMORE Maryland If this address is a private residence, check this box: r --- Telephone Telephone Number; 4104031189 This is (check one): {_ one of your branch offices or affiliates. t' a third -party unaffiliated recordkeeper. r other. Number and Street 2: SUITE 306 Country: United States Facsimile number, if any: Briefly describe the books and records kept at this location. RFP AND PROPOSAL DATA Name of entity where books and records are kept: SMARSH Number and Street 1: Number and Street 2: 110 WILLIAM STREET SUITE 1804 City: State: Country: NEW YORK New York United States If this address is a private residence, check this box: 17. Telephone Number: 866-762-7741 This is (check one): r one of your branch offices or affiliates. r' a third -party unaffiliated recordkeeper. r other. Facsimile number, if any: Briefly describe the books and records kept at this location. EMAIL ARCHIVING SECTION 1.1M. Registration with Foreign Financial Regulatory Authorities No Information Filed ZIP+4/Postal Code: 21202 ZIP+4/Postal Code: 10038 https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 9142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Item 2 SEC Registration/ Reporting Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only. A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part lA Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items. You (the adviser): R_: (1) are a large advisory firm that either: (a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC; F (2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either: (a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or (b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority. (3) Reserved F (4) have your principal office and place of business outside the United States; r (5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; F. (6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management; (7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A -2(a); (8) are a related adviser under rule 203A -2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of business is the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. F (9) are an adviser relying on rule 203A -2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A. (9) of Schedule D. F (10) are a multi -state adviser that is required to register in 15 or more states and is relying on rule 203A -2(d); If you check this box, complete Section 2.A.(10) of Schedule D. F (11) are an Internet adviser relying on rule 203A -2(e); F (12) have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. F (13) are no longer eligible to remain registered with the SEC. State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC -registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s). https:llcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 10/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Jurisdictions F7 AL FIL r NE W, SC F7 AK F_ IN F NV F SD F AZ F IA r NH r TN r7 AR IF KS FF NJ r TX CA r KY r NM F UT P CO r LA r NY r vT FF CT r ME r NC r— VI P- DE r MD r ND r VA DC r MA FIF OH W WA FF FL FY, MI r OK r WV FF GA F-1 MN F OR PF WI F GU r MS F10' PA F' WY FF HI FF MO r PR FF ID r MT r RI If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31). SECTION 2.A.(8) Related Adviser If you are relying on the exemption in rule 203A -2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information: Name of Registered Investment Adviser CRD Number of Registered Investment Adviser SEC Number of Registered Investment Adviser SECTION 2.A.(g) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A -2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations: r I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective. r I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC. SECTION 2.A.(10) Multi -State Adviser If you are relying on rule 203A -2(d), the multi -state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. If you are applying for registration as an investment adviser with the SEC, you must make both of these representations: F I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states. r I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states. If you are submitting your annual updating amendment, you must make this representation: F https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChang es=&FLNG_PK= 11/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states. SECTION 2.A.(12) SEC Exemptive Order If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information. Application Number: 803 - Date of order: https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 12142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Item 3 Form of Organization If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only. A. How are you organized? f;. Corporation �- Sole Proprietorship r Limited Liability Partnership (LLP) f Partnership f Limited Liability Company (LLC) r Limited Partnership (LP) t- Other (specify): If you are changing your response to this Item, see Part 1A Instruction 4. B. In what month does your fiscal year end each year? DECEMBER C. Under the laws of what state or country are you organized? State Country California United States If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside. If you are changing your response to this Item, see Part IA Instruction 4. https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 13/42 4/12/22, 6:43 PM Item 4 Successions IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Yes No A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.8. and Section 4 of Schedule D. B. Date of Succession: (MM/DD/YYYY) If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No. " See Part IA Instruction 4. SECTION 4 Successions No Information Filed hItps:11crd.snra.org11adlContentlPrinlHistlAdv/Seclion s1crd_iad—Ad vAIISections .aspx?RefNum=9175437628190 CF 6&view Changes=&FLNG_PK= 14142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5. Employees If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item S.A. and Items 5.8.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5). A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 37 B. (1) Approximately how many of the employees reported in S.A. perform investment advisory functions (including research)? 16 (2) Approximately how many of the employees reported in S.A. are registered representatives of a broker-dealer? (3) Approximately how many of the employees reported in S.A. are registered with one or more state securities authorities as investment adviser representatives? 16 (4) Approximately how many of the employees reported in S.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? (5) Approximately how many of the employees reported in S.A. are licensed agents of an insurance company or agency? (6) Approximately how many firms or other persons solicit advisory clients on your behalf? In your response to Item 5.8.(6), do not count any of your employees and count a firm only once - do not count each of the firm's employees that solicit on your behalf. Clients In your responses to Items S.C. and S.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year? (2) Approximately what percentage of your clients are non -United States persons? 0% D. Forpurposes of this Item S.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships. The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (1)(d) or (3)(d) below. Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item S.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1). The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below. If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable. https:Hcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad—AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 15/42 4/12/22. 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Type of Client (1) Number of Client(s) (2) Fewer than 5 Clients (3) Amount of Regulatory Assets under Management (a) Individuals (other than high net worth individuals) 488 ED $ 258,776,307 (b) High net worth individuals 190 r $ 130,594,110 (c) Banking or thrift institutions 1 r $ 560,291 (d) Investment companies 0 F $ 0 (e) Business development companies 0 $ 0 (f) Pooled investment vehicles (other than investment companies and business development companies) 0 $ 0 (g) Pension and profit sharing plans (but not the plan participants or government pension plans) 2 $ 16,942,771 (h) Charitable organizations 17 r.7 $ 153,925,425 (i) State or municipal government entities (including government pension plans) 176 $ 20,821,151,657 (j) Other investment advisers 0 r $ 0 (k) Insurance companies 0 r $ 0 (1) Sovereign wealth funds and foreign official institutions 0 r $ 0 (m) Corporations or other businesses not listed above 14 r $ 53,012,046 (n) Other: HOSPITALS 9 r $ 4,350,011,360 Compensation Arrangements E. You are compensated for your investment advisory services by (check all that apply); FF (1) A percentage of assets under your management TV (2) Hourly charges F (3) Subscription fees (for a newsletter or periodical) r (4) Fixed fees (other than subscription fees) F (5) Commissions F (6) Performance-based fees r7. (7) Other (specify): Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management Yes No F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? t; r (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts Discretionary: (a) $ 21,726,632,304 (d) 1,048 Non -Discretionary: (b) $ 4,058,341,663 (e) 74 Total: (c) $ 25,784,973,967 (f) 1,122 Part IA Instruction 5. b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item. (3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non -United States persons? $0 Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities G. What type(s) of advisory services do you provide? Check all that apply. F (1) Financial planning services F (2) Portfolio management for individuals and/or small businesses F (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940) F (4) Portfolio management for pooled investment vehicles (other than investment companies) FF, https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=gl75437628190CF5&viewChanges=&FLNG_PK= 16/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] (5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles) r (6) Pension consulting services (7) Selection of other advisers (including private fund managers) r (8) Publication of periodicals or newsletters r (9) Security ratings or pricing services r (10) Market timing services F7 (11) Educational seminars/workshops r (12) Other(specify): CONSULTING Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), reportthe 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5. G. (3) of Schedule D. H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? r 0 r 1-10 r 11-25 r 26- 50 r 51 - 100 r 101 - 250 r 251 - 500 r More than 500 If more than 500, how many? (round to the nearest 500) In your responses to this Item S.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors. Yes No I. (1) Do you participate in a wrap fee program? C•` r (2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as: (a) sponsor to a wrap fee program $0 (b) portfolio manager for a wrap fee program? $ 173,592,459 (c) sponsor to and portfolio manager for the same wrap fee program? $ 0 If you report an amount in Item 5.L (2)(c), do not report that amount in Item S.I. (2)(a) or Item 5.7. (2)(b). If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.1. (2) of Schedule D. If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.1. (1) or enter any amounts in response to Item 5.7. (2). Yes No 1. (1) In response to Item 4.6. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments? (2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management? K. Separately Managed Account Clients (1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)? If yes, complete Section 5.K.(1) of Schedule D. https://crd.fi n ra. org/I ad/ContentIPrintH istlAdv/Sections/crd_iad_AdvAllSectio n s. aspx? RefN um=g l 75437628190C F5&viewC h ang es=&FLNG_P K= r. r r r. Yes No r. r 17142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] (2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? C 6 - If yes, complete Section 5. K. (2) of Schedule D. (3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? r r; If yes, complete Section 5.K.(2) of Schedule D. (4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any r; C custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5. K. (3) of Schedule D for each custodian. L. Marketing Activities (1) Do any of your advertisements include: (a) Performance results? Yes No r r (b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? r (.- (c) ; (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third -party ratings? (2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly r r or indirectly, in connection with the use of testimonials, endorsements, or third -party ratings? (3) Do any of your advertisements include hypothetical performance ? r. r (4) Do any of your advertisements include predecessor performance ? r r SECTION S.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed SECTION 5.I.(2) Wrap Fee Programs If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Section 5.I.(2) for each wrap fee program for which you are a portfolio manager. Name of Wrap Fee Program MANAGED ACCOUNTS SELECT Name of Sponsor CHARLES SCHWAB & CO., INC. Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-): 801- 29938 Sponsor's CRD Number (if any): 5393 https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAlI Sections. aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 18/42 4/12/22, 6:43 PM Name of Wrap Fee Program SEPARATELY MANAGED ACCOUNTS (SMA) PROGRAM Name of Sponsor ENVESTNET PMC IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-): 801- 57260 Sponsor's CRD Number (if any); 111694 Name of Wrap Fee Program UNIFIED MANAGED ACCOUNTS ("UMA") PROGRAM Name of Sponsor ENVESTNET PMC Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-): 801- 57260 Sponsor's CRD Number (if any): 111694 SECTION S.K.(1) Separately Managed Accounts After subtracting the amounts reported in Item 5.1).(3)(d) -(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b). Any regulatory assets under management reported in Item 5.1).(3)(d), (e), and (f) should not be reported below. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid -year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent. Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments. Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a) Asset Type Mid -year End of year (i) Exchange -Traded Equity Securities 0 % 0 (ii) Non Exchange -Traded Equity Securities 0 % 0 (iii) U.S. Government/Agency Bonds (iv) U.S. State and Local Bonds 57% 0 % 57 0 https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 19/42 4/12/22, 6:43 PM (b) IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] (v) Sovereign Bonds 0 % 0 (vi) Investment Grade Corporate Bonds 18% 19 (vii) Non -Investment Grade Corporate Bonds 1 % 1 (viii) Derivatives 0 % 0 (ix) Securities Issued by Registered Investment Companies or Business Development Companies it % 11 (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) 1 % 1 % (xi) Cash and Cash Equivalents (xii) Other 5% 4 7 % 8% Generally describe any assets included in "Other" MORTGAGE-BACKED SECURITIES (MBS), ASSET-BACKED SECURITIES (ABS), COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) AND SUPRANATIONALS Asset Type End of year (i) Exchange Traded Equity Securities (ii) Non Exchange -Traded Equity Securities (iii) U.S. Government/Agency Bonds (iv) U.S. State and Local Bonds (v) Sovereign Bonds 0/0 (vi) Investment Grade Corporate Bonds (vii) Non -Investment Grade Corporate Bonds (viii) Derivatives (ix) Securities Issued by Registered Investment Companies or Business Development Companies (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business % Development Companies) (xi) Cash and Cash Equivalents (xii) Other Generally describe any assets included in "Other" SECTION S.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives F No information is required to be reported in this Section S.K.(2) per the instructions of this Section S.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b). (a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid -year is the date six months before the end of year date. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f). https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 20/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid -Year Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year (1) (2) Borrowings Less than 10% $ $ 10-149% 150% or more $ $ $ $ Regulatory Gross Notional Assets Under (2) Exposure Management Borrowings Borrowings (3) Derivative Exposures (b) Foreign (3) Derivative Exposures (a) Interest (b) Foreign Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other Derivative Derivative Derivative Derivative Derivative Derivative Derivative Derivative Derivative Derivative Less than 10% $ $ 10-149% $ $ % % 10-1490/a $ $ % % % % % 150% or more $ $ % % Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) (2) Borrowings Less than 10% $ $ 10-149% 150% or more $ $ $ $ Regulatory Gross Notional Assets Under (2) Exposure Management Borrowings (a) Interest (b) Foreign (3) Derivative Exposures Rate Exchange (c) Credit (d) Equity (e) Commodity (f) Other Derivative Derivative Derivative Derivative Derivative Derivative Less than 10% $ $ 10-149% $ $ % % % % % % 150% or more $ $ Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account. In column 2, provide the dollar amount of borrowings for the accounts included in column 1. You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000. Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10% $ $ 10-149% 150% or more $ $ $ $ https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 21/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 1072871 Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. SECTION S.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management. (a) Legal name of custodian: THE BANK OF NEW YORK MELLON CORPORATION (b) Primary business name of custodian: BNY MELLON (c) The location(s) of the custodian's office(s) responsible for custody of the assets City: State: Country: JACKSONVILLE Florida United States Yes No (d) Is the custodian a related person of your firm? (e) If the custodian is a broker-dealer, provide its SEC registration number (if any) (f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) WFLLPEPC7FZXENRZV188 (g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 5,271,539,996 (a) Legal name of custodian: WELLS FARGO BANK N.A.0 (b) Primary business name of custodian: WELLS FARGO (c) The location(s) of the custodian's office(s) responsible for custody of the assets City: State: Country: MINNEAPOLIS Minnesota United States (d) Is the custodian a related person of your firm? (e) If the custodian is a broker-dealer, provide its SEC registration number (if any) r r. Yes No (f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) PBLDOEJDB5FWOLXP3B76 (g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 6,729,059,045 (a) Legal name of custodian: U.S. BANK, NA (b) Primary business name of custodian: US BANK, NA (c) The location(s) of the custodian's office(s) responsible for custody of the assets City: State: Country: CINCINNATI Ohio United States r r https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=gl75437628190CF5&viewChanges=&FLNG_PK= 22/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Yes No I' (d) Is the custodian a related person of your firm? (e) If the custodian is a broker-dealer, provide its SEC registration number (if any) (f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any) 6BYL5QZYBDK8S7L73M02 (g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 10,685,111,817 r r. haps:l/crd.finra.orgliad/Gontent/PrintH ist/Adv/Seclic ns/crd_iad_AdvAllSections. aspx?RefNum=9175437628190CFS&viewChanges=&FLNG_PK= 23/42 4/12/22, 6:43 PM Item 6 Other Business Activities IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] In this Item, we request information about your firm's other business activities. A. You are actively engaged in business as a (check all that apply): F, (1) broker-dealer (registered or unregistered) F7 (2) registered representative of a broker-dealer F. (3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) F (4) futures commission merchant r (5) real estate broker, dealer, or agent F` (6) insurance broker or agent F (7) bank (including a separately identifiable department or division of a bank) F7 (8) trust company r (9) registered municipal advisor r (10) registered security -based swap dealer C (11) major security -based swap participant r (12) accountant or accounting firm F (13) lawyer or law firm F (14) other financial product salesperson (specify): If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.8.(1), complete Section 6.A. of Schedule D. Yes No B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (- (2) If yes, is this other business your primary business? r C If "yes, " describe this other business on Section 6. B. (2) of Schedule D, and if you engage in this business under a different name, provide that name. Yes No (3) Do you sell products or provide services other than investment advice to your advisory clients? r C. If "yes," describe this other business on Section 6.8.(3) of Schedule D, and if you engage in this business under a different name, provide that name. SECTION 6.A. Names of Your Other Businesses No Information Filed SECTION 6.B.(2) Description of Primary Business Describe your primary business (not your investment advisory business): If you engage in that business under a different name, provide that name: SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above. If you engage in that business under a different name, provide that name: https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 24/42 4/12/22. 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Item 7 Financial Industry Affiliations In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients. A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any person that is under common control with you. You have a related person that is a (check all that apply): F7 (1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) F, (2) other investment adviser (including financial planners) F. (3) registered municipal advisor r (4) registered security -based swap dealer F (5) major security -based swap participant (6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) F, (7) futures commission merchant F (8) banking or thrift institution r (9) trust company r (10) accountant or accounting firm F (11) lawyer or law firm F (12) insurance company or agency F, (13) pension consultant F (14) real estate broker or dealer F (15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles F (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B. (1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2). Note that if you are filing an umbrella registration, you should not check Item 7.A. (2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser. For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D. You do not need to complete Section 7.A. of Schedule D for any related person if. (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients. You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. SECTION 7.A. Financial Industry Affiliations No Information Filed Item 7 Private Fund Reporting B. Are you an adviser to any private fund? Yes No t- (: If "yes," then for each private fund that you advise, you must complete a Section 7. B. (1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC -registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section 7.B. (1) of Schedule D of its Form ADV (e. g., if you are a subadviser), do not complete Section 7.8. (1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B. (2) of Schedule D. In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.8. (1) or https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd iad—AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 25/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] 7.B.(2) of Schedule D using the same code or designation in place of the fund's name. SECTION 7.B.(1) Private Fund Reporting 'SECTION 7.B.(2) Private Fund Reporting No Information Filed No Information Filed haps:ilcrd.tinre.orgllad/ContenUPrintHisilAdviSectionslcrd_iad_AdvAllSections.aspx?RefNum=917543762819DCF5&viewChanges=&FLNG_PK= 26142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 1072871 Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly -formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year. Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates. Proprietary Interest in Client Transactions A. Do you or any related person: Yes No (1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? r r; (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? f. t- (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some r r; other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions B. Do you or any related person: Yes No (1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in r; which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of C securities for which you or any related person serves as underwriter or general or managing partner? (3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales C f• interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? C C (2) amount of securities to be bought or sold for a client's account? C. C (3) broker or dealer to be used for a purchase or sale of securities for a client's account? r; r, (4) commission rates to be paid to a broker or dealer for a client's securities transactions? r; r D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? r r. E. Do you or any related person recommend brokers or dealers to clients? r: C F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? C` r; G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a r' third party ("soft dollar benefits") in connection with client securities transactions? (2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage r C services" under section 28(e) of the Securities Exchange Act of 1934? H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? C C. (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to r; r obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than C, r; you or any related person) for client referrals? In your response to Item S.I., do not include the regular salary you pay to an employee. In responding to Items 8.H. and 8.7., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8. H.) or received from (in answering Item B.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals. https:llcrd.finra.org/lad/ContentIPrintHisVAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=gl75437628190CF5&viewChanges=&FLNG_PK= 27/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Item 9 Custody In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices. A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts? C t (b) securities? C f; If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (/) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody: U.S. Dollar Amount Total Number of Clients (a) $ (b) If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A. (2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2). B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your Yes No advisory clients': (a) cash or bank accounts? r. r (b) securities? You are required to answer this item regardless of how you answered Item 9.A. (1)(a) or (b). r C• (2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody: U.S. Dollar Amount Total Number of Clients (a) $ (b) C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply: (1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited I- financial statements are distributed to the investors in the pools. (3) An independent public accountant conducts an annual surprise examination of client funds and securities. (4) An independent public accountant prepares an internal control report with respect to custodial services when you or your 1W related persons are qualified custodians for client funds and securities. If you checked Item 9. C. (2), C. (3) or C. (4), list in Section 9. C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D). D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to Yes No clients? (1) you act as a qualified custodian r. r. (2) your related person(s) act as qualified custodian(s) r C If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act. https://crd.finra.org/lad/ContenUPrintHistlAdv/Sections/crd_iad AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 28/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date (MM/YYYY) the examination commenced: If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? 22 SECTION 9.C. Independent Public Accountant No Information Filed https://crd.finra,org/lad/ContentlPdntHistlAdv/Sectionslcrd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 29/42 4/12/22, 6:43 PM Item 10 Control Persons IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the Filing adviser only. If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C. Yes No A. Does any person not named in Item I.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? C f; If yes, complete Section 10. A. of Schedule D. B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D. SECTION 10.A. Control Persons No Information Filed SECTION 10.13. Control Person Public Reporting Companies No Information Filed https:Hcrd.finra.org/lad/ContentlPdntHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 30/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Item 11 Disclosure Information In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration. Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are. If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items I1.A.(1), 11.A.(2), 11.8.(1), 11.8.(2), 11.D.(4), and I1.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed. You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11. Yes No Do any of the events below involve you or any of your supervised persons? r r. For „yes" answers to the following questions, comp] a Criminal Action DRP: A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? r (2) been charged with any felony? (_ If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 1I.A.(2) to charges that are currently pending. B. In the past ten years, have you or any advisory affiliate: (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor C C• involving: investments or an investment -related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.13.(1)? r f: If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.8.(2) to charges that are currently pending. For „Ves" answers to the following questions, complete a Regulatory Action DRP: C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? f r. (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (- r. (3) found you or any advisory affiliate to have been a cause of an investment -related business having its authorization to do C C business denied, suspended, revoked, or restricted? (4) entered an order against you or any advisory affiliate in connection with investment -related activity? C C. (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist f C. from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: (1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? C C (2) ever found you or any advisory affiliate to have been involved in a violation of investment -related regulations or statutes? (- r. (3) ever found you or any advisory affiliate to have been a cause of an investment -related business having its authorization to C do business denied, suspended, revoked, or restricted? (4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment -related r r activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment -related business or restricted your or any advisory affiliate's activity? https:/Icrd.finra.org/lad/Co ntent/PrintHist/Adv/Sections/crd_iad_AdvAllSections. aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 31/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 1072871 E. Has any self-regulatory organization or commodities exchange ever: (1) found you or any advisory affiliate to have made a false statement or omission? r ;; (2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a r t; "minor rule violation" under a plan approved by the SEC)? (3) found you or any advisory affiliate to have been the cause of an investment -related business having its authorization to do r r; business denied, suspended, revoked, or restricted? (4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or r r; suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been r �; revoked or suspended? G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of r �- Item 11.C., 11.D., or 11.E.? Far yes" answers to the following questions, complete a Civil Judicial Action DRP: H. (1) Has any domestic or foreign court: Yes No (a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment -related activity? r t; (b) ever found that you or any advisory affiliate were involved in a violation of investment -related statutes or regulations? r t; (c) ever dismissed, pursuant to a settlement agreement, an investment -related civil action brought against you or any r t; advisory affiliate by a state or foreign financial regulatory authority? (2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of r C Item 11.H.(1)? https:llcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd—iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 32/42 4/12/22, 6:43 PM Item 12 Small Businesses IARD - All Sections [User Name: jkolinsky2, CrglD: 107287] The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7. Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration. For purposes of this Item 12 only: • Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger). • Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person. Yes No A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? I- t - If "yes," you do not need to answer Items 12.8. and 12.C. B. Do you: (1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) (- C of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most C C recent fiscal year? C. Are you: (1) controlled by or under common control with another investment adviser that had regulatory assets under management C C (calculated in response to Item 5.17.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million C C or more on the last day of its most recent fiscal year? https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 33/42 4/12/22. 6:43 PM Schedule A IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Direct Owners and Executive Officers 1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information. 2. Direct Owners and Executive Officers. List below the names of: (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions; (b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital; (d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC'), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers. 3. Do you have any indirect owners to be reported on Schedule B? f' Yes r No 4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual. 5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more 7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column. FULL LEGAL NAME (Individuals: DE/FE/I Title or Status Date Title or Ownership Control IPR CRD No. If None: S.S. Last Name, First Name, Middle Status Acquired Code Person No. and Date of Birth, Name) MM/yYYY IRS Tax No. or Employer ID No. CASSELL, MARTIN, DAYLE I CEO 01/2008 C Y N 14330905 CHANDLER, MARY, CATHERINE I DIRECTOR 07/1993 NA IY N 12276868 DRAGOO, NICOLE, MARIE I PRESIDENT 04/2021 NA Y N 4263078 SCHMITT,JAYSON I CO -CHIEF 01/2022 NA Y N 4892847 INVESTMENT OFFICER PIORKOWSKI, TED, JAMES I SENIOR PORTFOLIO 01/2007 NA N N 1857510 MANAGER CHANDLER ASSET MANAGEMENT, DE SHAREHOLDER 07/2017 D Y N 81-2142236 INC. EMPLOYEE STOCK OWNERSHIP PLAN & TRUST KOLINSKY, JOSEPH, ROBERT I CHIEF COMPLIANCE 04/2021 NA N N 2250653 OFFICER DENNEHY, WILLIAM I CO -CHIEF 01/2022 NA N N 2397527 INVESTMENT OFFICER PRICKETT,SCOTT, DAVID CO -CHIEF I 01/2022 NA N N 1901448 INVESTMENT OFFICER TAUBER, RYAN, EDWARDI MANAGING 07/2020 NA N N 4007762 DIRECTOR OF BUSINESS DEVELOPMENT https:gcrd.finra.org/lad/ContentIPrintHistlAdvISections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 34/42 4/12/22, 6:43 PM Schedule B IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Indirect Owners 1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information. 2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below: (a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers. 3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given. 4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual. 5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued). 6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager) 7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons. (b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column. FULL LEGAL NAME DE/FE/I Entity in Which Interest is Status Date Ownership Control PR CRD No. If (Individuals: Last Name, Owned Status Code Person None: S.S. No. First Name, Middle Name) Acquired and Date of MM/YYYY 'Birth, IRS Tax 'No. or lEmplayer ID INo. PRUDENT FIDUCIARY DE CHANDLER ASSET ESOP TRUST 10/2021 F N N 82-1818132 SERVICES MANAGEMENT, INC. EMPLOYEE ADMINISTRATOR STOCK OWNERSHIP PLAN & TRUST https:Hcrd.finra.org/lad/ContentIPrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 35/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] Schedule D - Miscellaneous You may use the space below to explain a response to an Item or to provide any other information. Chandler's soft dollar policy prohibits us from entering into third party soft dollar arrangements, please see our Part 2A for additional disclosures. On December 3, 2021, Chandler Asset Management's Employee Stock Ownership Plan ("ESOP") closed on its purchase of the remaining interest held in the firm owned by the firm's Founder, Kay Chandler. As a result of this purchase, the firm's ESOP now owns 68% of Chandler Asset Management Inc. The firm's Chief Executive Officer, Martin Cassell, continues to hold a 25% interest in the firm, and remaining 7% of the company continues to be held by senior level employees. Kay Chandler will continue as a Director on the firm's Board. As the firm has continued to grow, Chandler's Board of Directors made the decision to outsource the responsibility of Trustee of the company's ESOP to an independent third party, Prudent Fiduciary Services ("Prudent"). Prudent's sole responsibility is to oversee the ESOP trust on behalf of Chandler employee participants. Prudent serves at the discretion of the Board of Directors who retains all authority over the day-to-day management of the firm. On December 31, 2021, Martin Cassell relinquished his title of Chandler's Chief Investment Officer. He does, however, maintain his title of CEO. Jayson Schmitt, William Dennehy, and Scott Prickett have been promoted from their Deputy CIO positions to Co -Chief Investment Officers of Chandler Asset Management Inc. Chandler has issued a press release pertaining to these promotions, which can be found on Chandler's website, www.chandlerasset.com . https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 36/42 4/12/22. 6:43 PM Schedule R IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] No Information Filed https://crd.finra.org/lad/Content/PrintH ist/Adv/Sections/crd_iad_AdvAlISections. aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 37/42 4/12/22, 6:43 PM DRP Pages 'I CRIMINAL DISCLOSURE REPORTING PAGE (ADV) IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] No Information Filed REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV) No Information Filed https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSeGtions.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 38/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Part 2 Exemption from brochure delivery requirements for SEC -registered advisers SEC rules exempt SEC -registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure. Yes No Are you exempt from delivering a brochure to all of your clients under these rules? f- t; If no, complete the ADV Part 2 filing below. Amend, retire or file new brochures: Brochure ID Brochure Name Brochure Type(s) Action 365778 CHANDLER ASSET MANAGEMENT INC. Individuals, High net worth individuals, Pension No Change FORM ADV PART 2A AS OF MARCH 2022 plans/profit sharing plans, Foundations/charities, Government/municipal, Other instltutional, Wrap program hItps.11crd.linra.orgllad/Con ten UPhntHisVAdvlSeclionsicrd_lad_AdvAllSections.aspx7RefNum=917543762a19aCFS&viewChanges=&FLNG_PK= 39142 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 1072871 Part 3 CRS Type(s) Affiliate Info Retire & Investment Adviser https:Hcrd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 40/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrglD: 107287] Execution Pages DOMESTIC INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of business or of any state in which you are submitting a notice filing. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: MARTIN CASSELL Printed Name: MARTIN CASSELL Adviser CRD Number: 107287 Date: MM/DD/YYYY 04/12/2022 Title: CEO NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments. 1. Appointment of Agent for Service of Process By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing. 2. Appointment and Consent: Effect on Partnerships If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners. 3. Non -Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal https://crd.finra.org/lad/Content/PrintHist/Adv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 41/42 4/12/22, 6:43 PM IARD - All Sections [User Name: jkolinsky2, OrgID: 107287] office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents. Signature I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives. Signature: Printed Name: Adviser CRD Number: 107287 Date: MM/DD/YYYY Title: © 2022 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc. Privacy I Legal I Terms & Conditions https://crd.finra.org/lad/ContentIPrintHistlAdv/Sections/crd_iad_AdvAllSections.aspx?RefNum=9175437628190CF5&viewChanges=&FLNG_PK= 42/42 CHANDLER ASSET MANAGEMENT ITEM 1 COVER PAGE Part 2A of Form ADV: Firm Brochure Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 Telephone: 858-546-3737 Email: Compliance@chandlerasset.com Web Address: www.chandlerasset.com March 29, 2022 This disclosure brochure (the "Brochure") provides information about the qualifications and business practices of Chandler Asset Management, Inc. ("Chandler"). If you have any questions about the contents of this Brochure, please contact us at 858-546-3737 or Compliance@chandlerasset.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. Registration with the Securities and Exchange Commission does not imply any level of skill or training. Additional information about Chandler and its investment adviser representatives is also available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by name or by a unique identifying number, known as a CRD number. Our firm's CRD number is 107287. Page 1 of 26 ITEM 2 MATERIAL CHANGES This Firm Brochure, dated 03/29/2022, provides you with a summary of Chandler's advisory services and fees, professionals, certain business practices and policies, as well as actual or potential conflicts of interest, among other things. This item (Item 2) is used to provide our clients with a summary of new and/or updated information; we will inform you of the revision(s) based on the nature of the information as follows. 1. Annual Update: We are required to update certain information at least annually, within 90 days of our firm's fiscal year end ("FYE") of December 31. We will provide you with either a summary of the revised information with an offer to deliver the full revised Brochure within 120 days of our FYE or we will provide you with our revised Brochure that will include a summary of those changes in this Item. 2. Material Changes: Should a material change in our operations occur, depending on its nature we will promptly communicate this change to clients (and it will be summarized in this Item). "Material changes" requiring prompt notification will include changes of ownership or control; location or disciplinary proceedings. We may also advise you of other changes based on the nature of the updated information. The following summarizes new or revised disclosures based on information previously provided in our Firm Brochure dated 12/30/2021. Item 4 — Advisory Services — Revised Item 4E to reflect regulatory assets under management as of December 31, 2021. Clients and prospective clients are strongly encouraged to review this Brochure very carefully. Page 2 of 26 ITEM 3 TABLE OF CONTENTS 5 Item1 Cover Page..............................................................................................................................................................1 Item2 Material Changes.....................................................................................................................................................2 7 Item 3 Table of Contents...................................................................................................................................................3 Item5A: Fee Schedules.....................................................................••••••......•..................................................... Item4 Advisory Business.................................................................................................................................................5 10 Item4A: Firm Overview...................................................................................................................................... 5 Item413: Types of Advisory Services................................................................................................................... 5 Item 4C: Tailoring Advisory Services Offered Directly to Clients........................................................................ 5 Item 41): Services Offered Through Wrap Fee Programs, Sub -Advisory Arrangements and Dual Contract SponsoredPrograms........................................................................................................................................... 6 Item 4E: Assets Under Management................................................................................................................... 7 Item5 Fees and Compensation........................................................................................................................................8 Item5A: Fee Schedules.....................................................................••••••......•..................................................... 8 Item513: Fee Payment.............................................................................••.•••••.................................................. 10 Item 5C: Other Fees and Expenses and Valuation Policy.................................................................................. 10 Item51): Prepaid Fees....................................................................................................................................... 11 Item 5E: Compensation for the Sale of Securities or Investment Products...................................................... 11 Item 6 Performance -Based Fees and Side -By -Side Management...............................................................................12 Item7 Types of Clients....................................................................................................................................................12 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss........................................................................12 Item 8A: Methods of Analysis & Investment Strategies................................................................................... 12 Item813: Material Risks..................................................................................................................................... 14 Item 8C: Risks Associated with Particular Types of Securities Used................................................................ 15 Item9 Disciplinary Information.......................................................................................................................................17 Item 10 Other Financial Industry Activities and Affiliations...........................................................................................17 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading.................................17 Item11A: Code of Ethics.............................................................................. ........ ..... ............... .... 17 Item 1113: Principal Trading and Agency Cross Trading.................................................................................... 18 Item11C: Personal Trading.............................................................................................................................. 18 Item 111): Participation or Interest in Client Transactions............................................................................... 18 Item12 Brokerage Practices.............................................................................................................................................19 Item 12A: Broker -Dealer Selection, Compensation & Trade Aggregation....................................................... 19 Item 12A.1: Research and Other Soft Dollar Benefits...................................................................................... 20 Item 12A.2: Brokerage for Client Referrals...................................................................................................... 21 Item12A.3: Directed Brokerage....................................................................................................................... 21 Page 3 of 26 Item1213: Aggregating Client Trades................................................................................................................22 Item13 Account Reviews..................................................................................................................................................23 Item 13A: Periodic Account Reviews................................................................................................................. 23 Item136: Other Reviews.................................................................................................................................. 24 Item13C: Reporting......................................................................................................................................... 24 Item 14 Client Referrals and Other Compensation.........................................................................................................24 Item14A: Other Compensation....................................................................................................................... 24 Item1413: Client Referrals................................................................................................................................. 24 Item15 Custody.................................................................................................................................................................24 Item16 Investment Discretion..........................................................................................................................................25 Item17 Voting Client Securities.......................................................................................................................................25 Item17A: Proxy Voting..................................................................................................................................... 25 Item 176: Where Client Retains Right to Vote Proxies.................................................................................... 26 Item18 Financial Information...........................................................................................................................................26 Item 18A: Financial Statement Requirement................................................................................................... 26 Item1813: Financial Condition.......................................................................................................................... 26 Item18C: Bankruptcy Disclosure..................................................................................................................... 26 Page 4 of 26 ITEM 4 ADVISORY BUSINESS ITEM 4A: FIRM OVERVIEW Chandler Asset Management, Inc. ("Chandler") is an SEC -registered investment adviser and employee -owned business enterprise with its principal place of business located in San Diego, California. Since 1988, Chandler has provided fixed income investment management services to the public sector, as well as to hospitals, foundations, endowments, individuals and corporations. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company). Chandler Asset Management, Inc. Employee Stock Ownership Plan ("ESOP") Martin Dayle Cassell, CEO ITEM 4B: TYPES OF ADVISORY SERVICES Chandler offers the following advisory services, where appropriate, to certain institutional clients such as public agencies, hospitals and healthcare institutions, corporations or other business entities, foundations and endowments, pension and profit-sharing plans, higher education institutions, and non -institutional clients, such as individuals, high net worth individuals, trusts, estates and charitable organizations. The portfolio management services are offered to clients directly, and through wrap fee programs, sub -advisory relationships, and dual contract sponsored programs. FIXED INCOME PORTFOLIO MANAGEMENT Chandler specializes in fixed income portfolio management, utilizing a variety of investments, such as corporate debt securities (notes and bonds), municipal bonds, U.S. Government Treasury bonds, Government Sponsored Enterprise debt securities (agencies), mortgage-backed securities, asset-backed securities and money market securities, i.e., commercial paper. Please refer to Item 8 for further information on our method of analysis and risks associated with this strategy. MULTI ASSET CLASS PORTFOLIO MANAGEMENT Chandler also offers a Multi Asset Class strategy to clients seeking to attain exposure to a variety of global equity, fixed income and other asset classes through investment in indexed or actively managed mutual funds and exchange -traded funds (ETFs). Please refer to Item 8 for further information on our method of analysis and risks associated with this strategy. CONSULTING SERVICES Chandler also provides more focused investment advice to clients. This advice can pertain to areas that clients consider a concern, such as analysis of a client's existing portfolio, delivery of a report or periodic reports of performance and recommended rebalancing of assets, or a review of the client's investment policy. We also provide specific consultation and administrative services regarding investment and financial concerns of the client. Consulting recommendations are not limited to any specific product or service offered by a broker-dealer. ITEM 4C: TAILORING ADVISORY SERVICES OFFERED DIRECTLY TO CLIENTS At the beginning of the client relationship, we have discussions with clients to determine their overall investment goals to develop a specific investment policy for each client and confirm that the selected strategy meets their current needs. During our information gathering process, we review the client's individual objectives, time horizons, risk tolerance, liquidity needs and any investment restrictions they may want to place on the assets in their account. As appropriate, we also review and discuss a client's prior investment history, and any other relevant issues. Once these reviews and discussions take place, the client enters into a written agreement Page 5 of 26 directly with Chandler for the management of certain assets. Clients are responsible for informing us of any changes to their guidelines, individual needs and/or restrictions and should do so promptly upon such change. We do not assume any responsibility for the accuracy of the information provided by the client. Generally, we manage clients' advisory accounts on a discretionary basis, but will manage a client's account on a non -discretionary basis, if requested by a client. Please refer to Item 16 for further information on our discretionary authority of client accounts. In addition to the types of securities utilized by Chandler for its Fixed Income and Multi Asset Class advisory services outlined above, we also provide advice on or manage other investments for clients, particularly when a client already has securities in his/her portfolio at the time the client opens an account with Chandler. These generally include, but are not limited to: Exchange -listed securities Securities traded over-the-counter Certificates of deposit Some types of investments involve certain additional degrees of risk; therefore, they will only be implemented or recommended when consistent with the client's stated investment goals, tolerance for risk, liquidity and suitability requirements. Please refer to Item 8 for further information on the risks associated with investments made in clients' accounts. Clients will always retain individual ownership of all securities through their selected custodian. GUIDED PORTFOLIO STRATEGIES ("GPS") The GPS program provides fixed income portfolio management for public agency clients who cannot meet the institutional minimum required for Chandler's full-service customized portfolio management. GPS is a streamlined service model whereby the client receives fixed income portfolio management in a separate account custodied at a qualified third -party custodian. Clients may choose between two of Chandler's established, short duration investment strategies developed to meet the investment needs of municipal investors. Chandler will manage the portfolios in compliance with State or Government code sections related to permitted investments for municipalities and will not accommodate additional client restrictions or requests for customizations to the portfolio or our standard reporting packages. Services are limited to the scope defined in the client Agreement. To be eligible for this program, the client must have a minimum of $2 million in investable assets. Please refer to Item 5 for program fees. ITEM 411): SERVICES OFFERED THROUGH WRAP FEE PROGRAM_ S, Sus -ADVISORY ARRANGEMENTS AND DUAL CONTRACT SPONSORED PROGRAMS Chandler participates as an investment manager in selected wrap fee programs ("Wrap Programs"). Generally, under these programs a client enters into an agreement with the wrap program sponsor to provide the following services to such clients ("Wrap Clients"): a) assisting the Wrap Client in determining which investment strategy and investment manager best meet their goals and objectives, b) on-going monitoring of account performance, c) custodial services, and d) execution of account transactions. These services and the services provided by the investment manager are generally provided for one all-inclusive fee ("Wrap Fee"). From the Wrap Fee, the wrap program sponsor pays the investment manager (for example Chandler) for their services. Currently, Chandler participates as an investment manager in the following Wrap Programs: Managed Accounts Select Program sponsored by Charles Schwab Corporation ("Schwab") Separately Managed Accounts ("SMA') Program sponsored by Envestnet Asset Management, Inc. ("Envestnet") Unified Managed Accounts ("UMA") Program sponsored by Envestnet. For more details on these specific programs, clients should review the respective sponsor's Wrap Fee Program Brochure prior to investing. In each of these programs, a representative of the program sponsor or an independent financial advisor will work Page 6 of 26 with the Wrap Client to complete an investment questionnaire or other investment objective documentation and determine the appropriate investment strategy and manager. While Chandler is not responsible for client suitability for the Wrap Program, we will perform a general review of the Wrap Client's investment objective documentation, if provided by the wrap sponsor, to help us ensure that our strategy selected by the Wrap Client appears suitable. Participation in these wrap programs is subject to account minimums specified in the respective Wrap Fee Program Brochure. Depending on the selected program, these minimums range from $150,000 to $500,000. Chandler also enters into selected sub -advisory arrangements or participates as a manager in selected dual contract sponsored programs. In such instances, Chandler typically provides advisory services to a client under a sub -advisory arrangement with an unaffiliated registered investment adviser ("RIA"), or under an investment management agreement with an advisory client who also has an advisory agreement with an unaffiliated RIA or financial consultant intermediary. Chandler may or may not have a service agreement with the sponsor of a dual -contract program. With the exception of certain pre-existing fixed income portfolio management clients, typically Chandler is granted full investment discretion (subject to limitations on the firm's discretion to select broker-dealers for portfolio transactions, as discussed below) and manages a client's portfolio based on the individual needs of that client, as communicated through the sponsor, the RIA or other designated intermediary. The relevant information is submitted to Chandler and a determination is made as to whether participation in this program is appropriate for the client. On an ongoing basis, the participating client's financial consultant is responsible for obtaining and communicating to us any changes in the client's financial circumstances and/or objectives, including modifications to any client -imposed restrictions, if applicable. Currently Chandler provides investment management services as an investment manager in the following dual - contract or sub -advisory sponsored programs: Charles Schwab Corporation ("Schwab") Market Place Fidelity Investments ("Fidelity") Separate Account Network Merrill Lynch ("ML") Managed Account Services TD Ameritrade Institutional ("TDAI") Separate Account Exchange Wells Fargo Advisors ("WFA") Private Advisor Network ("PAN") ITEM 4E: ASSETS UNDER MANAGEMENT Assets Under Management As of December 31, 2021 $21,726,632,304 $4,058,341,663 I $25,784,973,967 Page 7 of 26 ITEM 5 FEES AND COMPENSATION ITEM 5A: FEE SCHEDULES The annual fee for non -wrap fee client accounts is charged as a percentage of assets under management, according to the following schedules: Assets Under Management All Assets Annual Asset Management Fee 0.15 of 1% (15 basis points) A minimum of $20 million in assets under management is required for this service. Chandler reserves the right to negotiate alternative minimum account size and fees on a case-by-case basis. Chandler will aggregate certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Assets Under Management Annual Asset Management Fee All Assets 0.35 of 1% (35 basis points) A minimum of $2 million in assets under management is required for this service. Chandler reserves the right to negotiate alternative minimum account size and advisory fees on a case-by-case basis. Chandler will aggregate certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. 0.25 of 1% (25 basis points) A minimum of $1 million in assets under management is required for this service. Chandler reserves the right to negotiate alternative minimum account size and advisory fees on a case-by-case basis. Chandler will aggregate certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. FIXED INCOME PORTFOLIO MANAGEMENT FOR NON -INSTITUTIONAL ACCOUNTS; DUAL CONTRACT SPONSORED PROGRAMS OR SUB -ADVISORY ARRANGEMENTS Chandler's fees will vary with a maximum of 0.35 of 1% depending upon the program and strategy in which the client is participating. Chandler's fees for non -institutional clients are typically paid monthly, in arrears, but can vary based on the terms of the governing agreements. Chandler's fees earned pursuant to dual contract programs or sub -advisory arrangements will be paid in accordance with the terms of each such program. For non -institutional accounts (e.g., high net worth), a minimum of $1 million in assets under management is required for this service. For dual contract and sub -advisory relationships, account minimums range from $150,000 to $500,000 depending on the program and the composition of the assets being managed. Account size may be negotiable under certain circumstances. Chandler groups certain related client accounts for the purposes of achieving the minimum account size and determining the annualized fee. Page 8 of 26 FIXED INCOME PORTFOLIO MANAGEMENT FOR WRAP FEE PROGRAMS Chandler will be compensated through a portion of the total wrap fee charged by the program sponsor (with Chandler's fees ranging up to a maximum of 0.35 of 1 %. The all-inclusive wrap fee collected by a wrap sponsor includes Chandler's advisory fee. Chandler does not control the fees or the billing arrangements in any Wrap Program. Chandler is paid its fees for Schwab's Managed Accounts Select Program monthly, in arrears, while our fees for Envestnet's SMA and UMA Programs are paid quarterly, in arrears. Fees paid for ML's Managed Account Services Program are paid quarterly in advance. The wrap or UMA sponsor pays Chandler its advisory fee on behalf of the Wrap or UMA Client. For a complete description of the fee arrangement, including billing practices, minimum account requirements and account termination provisions, clients should review the respective sponsors' Wrap Fee Program Brochure. Clients participating in these programs should also review important disclosures about Chandler's brokerage practices described in Item 12 below. CONSULTING SERVICES FEES Chandler's Consulting Services fees will be determined based on the nature of the services being provided and the complexity of each client's circumstances. All fees are agreed upon prior to entering into a contract with any client. Chandler's Consulting Services fees are calculated in one or both of two ways: 1. On a fixed fee basis, subject to the specific arrangement reached with the client; and/or 2. On an hourly basis, ranging up to $500.00 per hour. An estimate for the total hours is determined at the start of the advisory relationship. The length of time it will take to complete Consulting Services will depend on the scope and terms of the engagement. Fees are due and payable upon completion of the Consulting Service or on an agreed upon payment schedule. A retainer may be requested upon completion of Chandler's fact-finding session with the client; however, advance payment will never exceed $1,200 for work that will not be completed within six months. There is no minimum fee for Chandler's Consulting Services. GENERAL FEE INFORMATION PERTAINING TO INSTITUTIONAL AND NON -INSTITUTIONAL ACCOUNTS, DUAL CONTRACT SPONSORED PROGRAMS AND SUB -ADVISORY ARRANGEMENTS Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to Chandler's minimum account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's minimum account requirements and advisory fees differ among clients. Advisory Fees in General: Clients should note that similar advisory services may or may not be available from other registered investment advisers for similar or lower fees. Chandler's clients are not required to pay any start-up or closing fees; there are no penalty fees. Termination of the Advisory Relationship: A client agreement between a client and Chandler may be canceled at any time, by either party, for any reason upon receipt of written notice. As disclosed in Item 5D below, certain fees may be paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded to the client. In calculating a client's reimbursement of fees, we will pro rate to the effective date of termination on the basis of actual days elapsed. Fee Calculation: Chandler's annual advisory fee is billed monthly or in some instances quarterly, in arrears, and is calculated based on the average market value of a client's account for the billing period, including accrued interest unless indicated otherwise in the client agreement. Cash and cash equivalent balances are included in the total market value calculation unless noted otherwise in the client agreement. We will value securities or investments in the portfolio in a manner determined in good faith to reflect fair market value. Chandler uses an independent third -party pricing source to value client securities. Limited Negotiability of Advisory Fees: Although Chandler has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a case-by-case basis. Client facts, Page 9 of 26 circumstances and needs will be considered in determining the fee schedule. These include the complexity of the client, the assets to be placed under management, the anticipated future additional assets; the existence of any related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule will be identified in the written agreement between Chandler and each client. We group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annual advisory fee. Chandler reserves the right to reduce or waive advisory fees for services provided to related persons of the firm and their immediate family members. Such rates are not available to all of Chandler's advisory clients. GENERAL FEE INFORMATION PERTAINING TO WRAP FEE CLIENT ACCOUNTS Fee Calculation: Chandler's annual advisory fees charged to wrap fee program clients are calculated and billed by the respective program sponsor. As Chandler does not control the billing arrangements in these programs, clients should review the applicable disclosure documents for a comprehensive understanding of the fees charged and the billing practices of the program. What services are covered by the Wrap Program fees? Wrap Program fees typically pay for our firm's advisory services to participating clients, administrative expenses, custody charges for clients' assets custodied at the Wrap Program's designated custodian and brokerage services for participating client accounts to the extent trades are conducted through the Wrap Program's designated broker-dealer. What services are not covered by the Wrap Program fees? Wrap Program fees do not cover brokerage to the extent trades are conducted through brokers or dealers other than the designated broker or dealer and custody charges if client assets are custodied anywhere other than the designated custodian. The program fees do not include expenses of mutual funds and electronically traded funds such as fund management fees charged to each fund's investors. Chandler's fixed income transactions are generally executed by the broker- dealer on a net basis, which means the execution costs (e.g., commissions) are included in the purchase or sale price of the security. WRAP FEE PROGRAMS FEES: CLIENTS PARTICIPATING IN WRAP FEE PROGRAMS WILL BE CHARGED VARIOUS PROGRAM FEES IN ADDITION TO THE ADVISORY FEE CHARGED BY OUR FIRM. CLIENTS SHOULD CAREFULLY EVALUATE SUCH AN ARRANGEMENT TO DETERMINE IF THE WRAP FEE PAID FOR THE SERVICES PROVIDED MAY OR MAY NOT EXCEED THE AGGREGATE COST OF SUCH SERVICES IF THEY WERE TO BE PROVIDED SEPARATELY. ITEM 513: FEE PAYMENT Generally, each non -wrap client's custodian debits Chandler's advisory fees from the client's account and pays such fee directly to us upon receipt of an invoice, unless otherwise arranged by the client. Clients entering into written agreements with Chandler have discretion over whether or not Chandler may directly debit fees from the client's account. Clients who do not permit direct debiting will be invoiced directly with payment due upon receipt of the invoice. Sub -advisory and dual contract client agreements require the client to authorize the custodian to pay Chandler its advisory fees directly from the client's account, which will be paid in arrears in accordance with the terms of each such program. Fees for Schwab's Managed Accounts Select Program are paid monthly, in arrears, while our fees for Envestnet's SMA and UMA's Programs are paid quarterly, in arrears. ML's Managed Account Services Program are paid quarterly in advance. All of these programs require a client to authorize the sponsor to deduct the fees directly from the client's account to pay Chandler. For a complete description of the fee arrangement including billing practices and account termination provisions for wrap fee programs, clients should review the respective sponsors' Wrap Fee Program Brochure. ITEM 5C: OTHER FEES AND EXPENSES AND VALUATION POLICY Mutual Fund Fees: All fees paid to Chandler for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. The fees and expenses charged by mutual funds and ETFs are described in each fund's prospectus. These fees will generally include a Page 10 of 26 management fee, other fund expenses, 12b-1 fees and possible distribution or redemption fees. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Importantly, clients should review both the fees charged by mutual funds and ETFs and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Chandler is not affiliated with any mutual funds or ETFs, does not share in the fees charged by mutual funds and ETFs, does not participate in the investment decisions regarding the portfolios of mutual funds and ETFs and is not liable regarding such investments. The fees and related expenses charged by mutual funds and ETFs can be found in the respective fund's prospectus and statement of additional information, which should be read carefully before investing. Short Term Idle Cash Investment: Chandler can move some or all of the non -invested cash in a client's account to a money market mutual fund that may generate an interest return. If the cash is invested through a mutual fund, there may be times when an affiliate of the client's custodian may be the manager of such fund and would receive separate management fees from the mutual fund. Chandler is not affiliated with any such custodian, does not share in that fee, does not participate in the investment decisions of the mutual fund portfolio and is not liable regarding such investments. Custodian and Broker Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a broker-dealer that effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Brochure for additional information. From time to time, Chandler recommends a custodian to clients who do not have an existing custodial relationship established. Among others, Chandler generally recommends Union Bank, Bank of New York/Mellon, US Bank, Wells Fargo, Bank of America, or Charles Schwab & Co. Some of these custodians offer special pricing for institutional clients of Chandler. Chandler does not receive any compensation from the custodians we refer to our clients. The rates offered will depend on the size of the assets or type of account. Clients retain full discretionary authority over the selection of the custodian to be used. Valuation Policy. For all publicly traded securities held in clients' accounts, Chandler receives daily prices electronically from a third -party provider, which are reviewed internally monthly by designated investment personnel. When it is believed that the price provided is not correct or for times when the third party does not provide a price, Chandler will obtain pricing from a different third -party pricing source. This creates a conflict of interest since this practice could incentivize the designated investment personnel to select a pricing source that reflects a higher price per share for the security. To address this conflict, Chandler maintains detailed written policies and procedures regarding valuation of clients' securities, which includes among other things, a list of approved third -party pricing vendors used by Chandler and reviews of price changes by the CIO and CCO. ITEM 511): PREPAID FEES Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1,200 more than six months in advance of services rendered. Fees for ML's Manager Account Services Program are billed quarterly in advance. Fora complete description of the fee arrangement, including billing practices and account termination provisions, clients should review the respective sponsors' Wrap Fee Program Brochure or other applicable disclosure document(s). ITEM 5E: COMPENSATION FOR THE SALE OF SECURITIES OR INVESTMENT PRODUCTS Chandler is not affiliated with any broker-dealers or mutual fund companies, and therefore we do not receive any compensation for the purchase or sale of securities or investment products used in client accounts. Page 11 of 26 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Chandler does not charge performance-based fees (i.e., fees calculated based on a share of capital gains on or capital appreciation of the client's assets or any portion of the client's assets). Consequently, we do not engage in side-by-side management of accounts that are charged a performance- based fee with accounts that are charged another type of fee (such as assets under management). ITEM 7 TYPES OF CLIENTS Chandler provides advisory services to the following types of clients: State, local or other municipal government entities Healthcare institutions Higher education institutions Charitable organizations Pension and profit-sharing plans (other than plan participants) Individuals (other than high net worth individuals) only through Wrap and Dual Contract programs High net worth individuals Corporations or other business entities not listed above Retirement Accounts As disclosed above in Item 5A of this Brochure, we have established certain initial minimum account asset requirements to maintain an account, based on the nature of the service(s) being provided. For a more detailed understanding of those requirements, please review the disclosures provided in each applicable service. ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ITEM 8A: METHODS OF ANALYSIS & INVESTMENT STRATEGIES METHODS OF ANALYSIS Chandler uses all or any combination of the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security or a market sector by looking at broad economic and financial factors (including the overall economy, industry conditions, and the market's valuation of the security or market sector) to identify securities or market sectors that we believe are fairly valued or undervalued. Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the security. Technical Analysis. We analyze past market movements and may occasionally apply that analysis to choose the price at which we wish to purchase or sell a given security. While we may seek a specific price for a security, technical analysis is never the main determinant of our purchase or sell process. A risk in using technical analysis is that the methods or models we use may not result in the best price of a given day. Quantitative Analysis. We use a proprietary quantitative model (Horizon Analysis Model) that utilizes mathematical analysis to estimate the impact of interest rate changes on individual securities and portfolios of securities. The results of our quantitative analysis are taken into consideration in the decision to buy or sell securities and in the management of portfolio characteristics. A risk in using quantitative analysis is that the methods or models used may be based on assumptions Page 12 of 26 that prove to be incorrect. Qualitative Analysis. We use qualitative analysis to evaluate individual securities, focusing on other non -quantifiable factors, such as quality of management, not readily subject to measurement, and incorporate that analysis into our security selection process. A risk in using qualitative analysis is that our subjective judgment may prove incorrect. Asset Allocation. We generally focus on identifying an appropriate allocation of securities, maturities, market sectors and yield curve positioning suitable for the client's investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the allocation will change over time due to market movements in the various sectors, which, if not corrected, may no longer be appropriate for the client's goals. Mutual Fund and/or ETF Analysis. In selecting mutual funds and ETFs for Multi Asset Class portfolios, we look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF to determine if there is significant overlap in the underlying investments held in other fund(s) in the client's portfolio. We monitor the funds and ETFs to determine if they continue to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, potentially increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client's portfolio. Risks for all forms of analysis Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell as well as other purchased or publicly available sources of information about these securities are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. FIXED INCOME PORTFOLIO MANAGEMENT INVESTMENT STRATEGIES We believe that a conservative, risk -controlled approach to fixed income management will provide both steady incremental outperformance, and low relative volatility. The disciplined process we employ in an effort to realize this philosophy is generally grounded in four key decisions: Constraint of portfolio duration within a narrow range relative to the benchmark in order to limit exposure to market risk Strategic allocations to key sectors to add value relative to the benchmark Active management of term structure to add value in different yield curve environments Security selection based on rigorous credit and relative value analysis and broad diversification of non- government issuers. Within our fixed income strategy, we use the following sub -strategies in managing client accounts, provided that such sub -strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Duration Constraints. We adhere to a discipline of generally maintaining duration within a narrow band around benchmark duration in order to limit exposure to market risk. Our portfolio management team rebalances client portfolios to their current duration targets on a periodic basis. Page 13 of 26 The risk of constraining duration is that the client may underperform a neutral duration portfolio as bond prices move up or down. Sector Allocation. We allocate client assets to various sectors of the fixed income market, including US Treasury obligations, federal agency securities, corporate notes, mortgage-backed securities and others, based on our quantitative and qualitative analysis in order to manage client exposure to a given sector and to provide exposure to sectors we believe have good value. The risk of sector allocation is that clients may underperform depending on the allocation to any particular sector as those prices rise or fall. Security Selection. A proprietary credit evaluation process drives our security selection process. The system uses both internally and externally generated credit research to evaluate securities we are considering for purchase. Based on research we conduct internally; our Credit Committee selects securities for our Approved list. The ultimate decision to purchase or sell a security is based on the firm's evaluation of the current price for the security. The risk of security selection is that the methods of analysis employed will not provide accurate measurement of the risk association with each individual security. Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this sub -strategy when: we believe the securities to be well valued, and/or we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our analysis is incorrect, a security may decline sharply in value before we make the decision to sell. MULTI ASSET CLASS PORTFOLIO MANAGEMENT INVESTMENT STRATEGIES We invest in Multi Asset Class portfolios for clients with certain objectives and risk tolerances. This strategy begins with assumptions that the firm develops about the expected long-term performance of various asset classes including domestic and foreign stocks and bonds, real estate, commodities, cash, and others. Based on the expected returns and risk characteristics of these asset classes, we prepare an asset allocation suitable for the individual client's objectives and risk tolerances. The investment vehicles that we currently employ for this strategy are mutual funds or exchange -traded funds (ETFs) that are designed to track market returns and volatilities. The mutual funds or ETFs will be selected based on any or all of the following criteria: the fund's performance history; the industry sector in which the fund invests; the track record of the fund's manager; the fund's investment objectives; the fund's management style and philosophy; and the fund's management fee structure. Portfolio weighting between funds and market sectors will be determined by each client's individual needs and circumstances. Once the client's portfolio is in place, we rebalance it each quarter to the client's target allocation. On an annual basis, at a minimum, we review the costs and performance of our selected investment vehicles to ensure the funds or ETFs are performing as we expect. The risks of this strategy include (1) that our analysis of long-term return expectations will not be correct; (2) that the portfolios will not be properly rebalanced; (3) that the investment vehicles we employ will not track market returns and volatility as we expect. Detailed information on the risks associated with the investments made by the mutual funds or ETFs, will be outlined in each fund's prospectus. ITEM 8113: MATERIAL RISKS Risk of Loss. Securities investments are not guaranteed, and a client may lose money on their investments. We ask that each client work with us to help us understand their tolerance for risk. Investors should be aware Page 14 of 26 that investment prices fluctuate as the securities are affected by economic and other factors. As a result, the value of your investment may increase or decrease. Bonds held to maturity will return the full par or face value amount to the bondholder at maturity (absent a default); however, those sold prior to maturity are subject to gain or loss depending on the market price at the time of sale. For risks specific to a particular method of analysis or investment strategy, please see Item 8A above. For risks specific to a particular type of security, please see Item 8C below. ITEM 8C: RISKS ASSOCIATED WITH PARTICULAR TYPES OF SECURITIES USED RISKS ASSOCIATED WITH FIXED INCOME SECURITIES Chandler specializes in investment grade fixed income portfolio management. Despite the generally conservative nature of many fixed income investments, there are a variety of risks associated with fixed income investing. Fixed income securities represent monies lent by investors to corporate and government institutions. Risks vary according to the type of fixed income investment purchased along with the general level of interest rates in the economy. The risks commonly associated with fixed income securities are: Market Risk: The price of the security may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security's particular underlying circumstances. Interest Rate Risk: The risk that the value of an interest-bearing investment will change due to changes in the general level of interest rates in the market. The market value of a bond fluctuates inversely to the change in interest rates; that is, as interest rates rise, bond prices fall and vice versa. Interest rate risk is commonly measured by a bond's duration; the greater a bond's duration, the greater the impact on price of a change in interest rates. Investors may incur a gain or loss from bonds sold prior to the final maturity date. Credit Risk: The risk that principal and/or interest on a fixed income investment will not be paid in a timely manner or in full due to changes in the financial condition of the issuer. Generally, the higher the perceived credit risk, the higher the rate of interest investors will receive on their investment. Many bonds are rated by a third party Nationally Recognized Statistical Rating Organization (NRSRO), for example, Moody's Investor Services or Standard & Poor's Inc. While ratings may assist investors to determine the creditworthiness of the issuer, they are not a guarantee of performance. Reinvestment Risk: The risk that interest and principal payments from a bond will be reinvested at a lower yield than that received on the original bond. During periods of declining interest rates, bond payments may be invested at lower rates; during periods of rising rates, bond payments may be invested at higher rates. Call Risk: The risk that a bond will be called by its issuer. A callable bond has a provision which allows the issuer to purchase the bond back from the bondholders at a predetermined price. Generally, issuers call bonds when prevailing rates are lower than the cost of the outstanding bond. Call provisions allow an issuer to retire high -rate bonds on a predefined call schedule. Prepayment Risk: Some types of bonds are subject to prepayment risk. Similar to call risk, prepayment risk is the risk that the issuer of a security will repay principal prior to the bond's maturity date, thereby changing the expected payment schedule of the bonds. Prepayment risk is particularly prevalent in the mortgage-backed bond market, where a decline in interest rates can trigger loan holders to pre -pay their mortgages. When investors in a bond comprised of the underlying pool of mortgages receives his or her principal back sooner than expected, they may be forced to reinvest at prevailing, lower rates. Page 15 of 26 Liquidity Risk: The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss. Liquidity risk is typically reflected in a wide bid -ask spread or large price movements. Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar next year, because purchasing power is eroding at the rate of inflation. Opportunity Cost Risk: The risk that an investor may forego profits or returns from other investments. RISKS ASSOCIATED WITH MUTUAL FUNDS AND ETFS As discussed in further detail in Item 4B above, Chandler also offers a Multi Asset Class strategy to clients seeking to attain balanced returns. This strategy provides exposure to various equity, fixed income and other asset classes through investments in indexed or actively managed mutual funds and exchange traded funds ("ETFs"). Chandler is not affiliated with any such mutual fund or ETF company, does not share in any fees charged by a mutual fund or ETF and does not participate in any investment decisions relating to the management of a mutual fund or ETF portfolio. Mutual Funds A mutual fund is a company that pools money from many investors and invests the money in different securities or assets based on the investment strategy or goals of the particular fund. Each share of a mutual fund represents an investor's proportionate ownership of the fund's holdings and the income those holdings generate. The risks most commonly associated with mutual funds are: Market Volatility: Investment returns will fluctuate and are subject to market volatility, so that a client's shares, when redeemed or sold, may be worth more or less than their original cost. Past performance is no guarantee of future results. Tracking Error for Index Funds: Index mutual funds seek to track the returns of a market benchmark such as the S&P 500 index, by holding the same securities or a representative sample. A risk of using index mutual funds is that the fund may not be able to track its benchmark closely creating the potential for lower returns than the benchmark. Lack of Control/Transparency: Clients typically are not given the exact make-up of a fund's portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Price Uncertainty: With an individual stock, a client can obtain real-time pricing information with relative ease by either checking financial websites or by calling a broker. With a mutual fund, the price at which a client purchases or redeems shares will typically depend on the fund's NAV, which the fund might not calculate until many hours after a client has placed their order. Mutual funds generally calculate their NAV at least once per business day. International Risk: Chandler invests in Mutual Funds offered by US based fund companies that invest in non -US companies and markets, which entail additional risks. Non -US markets may be more volatile due to a variety of factors including, less liquidity, transparency and oversight of companies or assets. Values of non -US investments may fluctuate due to changes in currency exchange rates. Non -US companies are also subject to risks that come with political and economic stability that may affect their respective countries. These risks may be greater in emerging market countries. Exchange -Traded Funds (ETFs) ETFs are investment funds that trade on stock exchanges much like stocks and will fluctuate in market value. ETFs also may trade at prices above or below the ETFs net asset value. Brokerage commissions and ETF expenses will reduce returns. Additionally, frequent trading of ETFs could significantly increase commissions and other costs such that they may offset any savings from low fees or costs. Equity based ETFs are subject to risks similar to those of stocks and fixed income ETFs are subject to risks similar to those of bonds. Page 16 of 26 The risks most commonly associated with ETF securities are: Market Volatility: Investment returns will fluctuate and are subject to market volatility, so that a client's shares, when redeemed or sold, may be worth more or less than their original cost. Past performance is no guarantee of future results. Tracking Error for Index ETFs: Index ETFs seek to track the returns of a market benchmark such as S&P 500 index, by holding the same securities or a representative sample. A risk of using index ETFs is that the fund may not be able to track its benchmark closely creating the potential for lower returns than the benchmark. Lack of Control/Transparency: Clients typically are not given the exact make-up of a fund's portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Liquidity Risk: The risk stemming from the lack of marketability of an investment that cannot be bought or sold quickly enough to prevent or minimize a loss. Liquidity risk is typically reflected in a wide bid -ask spread or large price movements. International Risk: Chandler invests in ETFs offered by US based fund companies that invest in non - US companies and markets, which entail additional risks. Non -US markets may be more volatile due to a variety of factors including, less liquidity, transparency and oversight of companies and assets. Values of non -US investments may fluctuate due to changes in currency exchange rates. Non -US companies are also subject to risks that come with political and economic stability that may affect their respective countries. These risks may be greater in emerging market countries. Chandler does not represent, guarantee or imply that the services or methods of analysis employed by us can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. ITEM 9 DISCIPLINARY INFORMATION We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Neither our firm nor our Management Persons have any reportable disciplinary events to disclose. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Our firm and our related persons are not engaged in other financial industry activities and have no other industry affiliations. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ITEM 11A: CODE OF ETHICS Our firm maintains a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Chandler and our personnel owe a duty of loyalty, fairness, and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Our Code of Ethics includes policies and procedures for the review of quarterly securities transactions reports as well as initial and annual securities holdings reports that must be submitted by the firm's access persons. Among other things, our Code of Ethics also requires the prior approval of any acquisition of securities in a limited offering (e.g., private placement), an initial public offering and certain other securities. Our Code also provides for oversight, enforcement, and recordkeeping provisions. Page 17 of 26 Chandler's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any access to non-public information, all employees are periodically reminded that such information may not be used in a personal or professional capacity. Our Code of Ethics is distributed to all supervised persons of Chandler whenever revisions are made or no less frequently than annually, at which time all employees are required to provide a written acknowledgement and attestation of their intent to abide by Chandler's Code provisions. In addition, firm -wide annual training regarding Chandler's Code of Ethics is provided by Compliance. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to Compliance@chandlerasset.com, or by calling us at 858-546-3737. ITEM 11 B: PRINCIPAL TRADING AND AGENCY CROSS TRADING Chandler and individuals associated with our firm are prohibited from engaging in principal transactions. Chandler and individuals associated with our firm are prohibited from engaging in agency cross transactions. ITEM 11 C: PERSONAL TRADING Chandler and/or individuals associated with our firm can from time to time, buy or sell for their personal accounts, securities identical to or different from those recommended to our clients. In addition, any related person(s) could potentially have an interest or position in a security(ies) which may also be recommended to a client. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients, and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. It is also designed to help prevent employees from benefiting from transactions placed on behalf of advisory clients. For additional information on how we address the conflicts of interest that arise in connection with personal trading, please see Item 11 D below. ITEM 11 D: PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS From time to time, Chandler will aggregate trades for our self or our employees with client transactions where possible and when compliant with our duty to seek best execution for our clients. In these instances, participating clients will receive an average share price and transaction costs will be shared equally and on a pro -rata basis. In the instances where there is a partial fill of a particular aggregated order, we will allocate all purchases pro -rata, with each account paying the average price. Our employee accounts will be excluded in such a pro -rata allocation. Because the situations outlined above represent actual or potential conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm's Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1. No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 2. No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. 3. No principal or employee may benefit from transactions placed on behalf of advisory accounts. 4. Our firm requires prior approval for any IPO, private placement investments and certain other securities by related persons of the firm. 5. We maintain a list of all reportable securities holdings for our firm, and anyone associated with this advisory practice that has access to advisory recommendations ("access person"). These holdings are reviewed on a regular basis by our firm's Chief Compliance Officer or designee. Page 18 of 26 6. We have established procedures for the maintenance of all required books and records. 7. Clients may decline to implement any advice rendered, except in situations where our firm is granted discretionary authority. 8. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 9. We require delivery and acknowledgement of the Code of Ethics by each supervised person (as defined by the Code) of our firm. 10. We have established policies requiring the reporting of Code of Ethics violations to our senior management. 11. Any individual who violates any of the above restrictions may be subject to sanctions, which may include termination of employment. ITEM 12 BROKERAGE PRACTICES ITEM 12A: BROKER-DEALER SELECTION COMPENSATION & TRADE AGGREGATION FIXED INCOME & MULTI ASSET CLASS PORTFOLIO MANAGEMENT Chandler requires discretionary clients to provide us with written authority to determine broker-dealer selection and commission costs that will be charged to these clients for transactions placed in their account(s). Broker-dealers are selected by Chandler based on best execution, a combination of most favorable price and the quality of execution. In selecting a broker to execute a transaction for a client, Chandler considers a variety of other factors, including (but not limited to) the following: the broker -dealer's capital depth; the broker -dealer's market access; the nature of the security or instrument being traded; the size and type of transaction; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the transaction; the execution, clearance and settlement capabilities of the broker-dealer selected, and others considered; the reputation and perceived soundness of the broker-dealer and others considered. Chandler's knowledge of any actual or apparent operational problems with the broker-dealer; and the reasonableness of the commission for specific transactions. While Chandler generally seeks competitive commission rates and dealer spreads, it may not necessarily pay the lowest commission. Transactions may involve specialized services on the part of the broker-dealer and thereby justify higher commissions than would be the case with other transactions requiring more routine services. Regarding commission rates paid, Chandler's fixed income transactions are generally executed by the broker- dealer on a net basis, which means the execution costs (e.g., commissions) are included in the purchase or sale price of the security. Equity and ETF transactions will be charged commissions. FIXED INCOME PORTFOLIO MANAGEMENT IN WRAP FEE OR SUB -ADVISORY PROGRAMS Managed Accounts Select Program Chandler participates in the Schwab Institutional ("SI") services program offered to independent investment advisers by Charles Schwab & Company, Inc. (Schwab), a FINRA registered broker-dealer unaffiliated with Chandler. Wrap fee clients participating in this program are required to utilize Schwab as the custodian for their assets managed within the program. As part of the SI program, Chandler receives benefits that it would not receive if it did not offer investment advice (See the disclosure under Item 12A.1 of this Brochure). Page 19 of 26 Chandler arranges for all securities transactions in wrap program accounts to be executed through the sponsoring party, subject to best execution considerations described above. If Chandler determines that best execution considerations require trading with brokers other than the sponsoring party, clients can incur additional trading costs. These costs are a factor in Chandler's best execution analysis. Chandler has established a prime brokerage account relationship with Schwab through which it can purchase fixed income products directly from third parties for clients and maintain custody at Schwab. In this situation, Chandler will select those brokers or dealers which will provide the best services at the lowest commission rates possible. The reasonableness of brokerage costs, commissions and mark-up/mark-downs is based on the broker -dealer's ability to provide professional services, competitive execution, and other services that will help Chandler in providing investment management services to clients. Thus, for fixed income transactions, Chandler may request that it be provided with written authority to determine the broker-dealer to use for client fixed income transactions and the costs that will be incurred by clients for these transactions. Any limitations on this discretionary authority shall be included in this written authority statement. Clients may change/amend these limitations as required. Such amendments shall be submitted in writing. There are times when client trades in fixed income securities are aggregated with transactions for other advisory clients to achieve better pricing and commission costs. Fixed income trades will be allocated on a pro -rata basis in the best interest of the client as set forth in Chandler's policy and procedures manual. Envestnet Separately Managed and Unified Managed Accounts Programs Chandler participates as a separate account manager in Envestnet's Separately Managed Accounts (SMA) and Unified Managed Accounts (UMA) Programs offered to independent investment advisers by Envestnet Asset Management, Inc., an SEC registered investment adviser unaffiliated with Chandler. SMA and UMA Program clients are required to utilize Charles Schwab & Company, JP Morgan, Pershing Advisor Solutions, or Fidelity as the custodian for their assets managed within the program. Chandler arranges for all securities transactions in SMA and UMA program accounts through the sponsoring party subject to best execution considerations described above. If Chandler determines that best execution considerations require trading with brokers other than the sponsoring party or client custodian, clients could incur additional trading costs. These costs are a factor in Chandler's best execution analysis. ITEM 12A.1: RESEARCH AND OTHER SOFT DOLLAR BENEFITS Chandler's soft dollar policy prohibits us from entering into third party soft dollar arrangements. We are providing these additional disclosures as we believe clients should understand related issues surrounding soft dollars. The term soft dollars generally refers to arrangements whereby a discretionary investment adviser is allowed to pay for and receive research, research -related or execution services from a broker-dealer or third -party provider, in addition to the execution of transactions, in exchange for the brokerage commissions from transactions for client accounts. As disclosed in Item 4D of this Brochure, clients participating in the Schwab Managed Account Select wrap fee program are required to utilize Schwab as the custodian of their assets being managed within that program. Schwab Institutional provides Chandler with access to its institutional trading and operations services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors at no charge to them so long as a specified minimum, generally $10 million, of the advisor's clients' account assets are maintained at Schwab Institutional. These services are not contingent upon our firm committing to Schwab any specific amount of business (assets in custody or trading commissions). Schwab's brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For our client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction -related or asset- based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab Institutional also makes available to our firm other products and services that create a benefit to Chandler but not a direct benefit to our clients' accounts. Many of these products and services are used to service all or some substantial number of our client accounts, including accounts not maintained at Schwab. Schwab's products and services that assist us in managing and administering our clients' accounts include Page 20 of 26 software and other technology that: provide access to client account data (such as trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; provide research, pricing, and other market data; facilitate payment of our fees from clients' accounts; and assist with back-office functions, recordkeeping, and client reporting. Schwab Institutional also offers other services intended to help us manage and further develop our business enterprise. These services include: compliance, legal and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants and insurance providers. Although Chandler does not utilize such services, Schwab can also make available, arrange and/or pay third - party vendors for the types of services rendered to Chandler. Schwab Institutional may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third -party providing these services to our firm. Schwab Institutional may also provide other benefits such as educational events or occasional business entertainment of our personnel. In evaluating whether to recommend clients custody their assets at Schwab, we consider the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors we consider and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. However, Chandler has a fiduciary responsibility to always place client interests before our own and we will only recommend Schwab to clients where we believe it would be beneficial to those clients. Additionally, when placing trades with brokers, there are times when Chandler places certain trades with a third - party approved broker that is providing brokerage and research services to us ("Approved Broker"). Brokerage and research services provided by Approved Brokers can include, among other things, effecting securities transactions and performing services incidental thereto (such as clearance, settlement, and custody) and providing proprietary research (i.e., created by the Research Broker). The research can pertain to the economy, industries, sectors of securities, individual companies, statistical information, political and/or developments, credit, and risk measurement, and/or performance analysis. In selecting a broker for trade placement, Chandler can place transactions with Research Brokers that charge commissions, transaction costs or mark-ups that are more than that which another broker might have charged for effecting the same transaction, in recognition of the value of the brokerage and/or research services provided by the broker. This practice is commonly referred to as "soft dollars" and is permissible under Section 28(e) of the Securities Exchange Act of 1934, so long as certain conditions are met. In some cases, the research provided by Research Brokers is not utilized by Chandler and in other cases, it can be used in servicing any or all of our clients. In other words, there can be certain client accounts that benefit from the research services, which did not make the payment of commissions, transaction costs or mark-ups to the Approved Broker providing the services. This is allowed under Section 28(e); however, the receipt of brokerage and research services from any broker executing transactions for our clients will not result in a reduction of our customary and normal research activities. Also, the receipt of this type of research can be deemed to be the receipt of an economic benefit by us, and although customary, creates a conflict of interest between Chandler and our clients. Therefore, we are providing these disclosures as we believe clients should understand the issues surrounding soft dollars. In addition, we only place trades where we feel best execution can be obtained, taking into consideration all factors surrounding the transaction and not just research received. ITEM 12A.2: BROKERAGE FOR CLIENT REFERRALS Chandler does not direct brokerage in exchange for client referrals. ITEM 12A.3: DIRECTED BROKERAGE Chandler's policy and practice is not to accept advisory clients' instructions for directing client's brokerage transactions, however from time to time, Chandler accepts written direction from a client regarding the use of a particular broker-dealer to execute some or all transactions for the client's account(s). In these circumstances, Page 21 of 26 clients should understand that: (1) we do not negotiate specific brokerage commission rates with the broker on client's behalf, or may not seek better execution services or prices from other broker/dealers and, as a result, the client may pay higher commissions and/or receive less favorable net prices on transactions for their account than might otherwise be the case; (2) transactions for that account generally will be effected independently unless we decide to purchase or sell the same security for several clients at approximately the same time (block trade), in which case we may be able to include such client's transaction with that of other clients for execution if at the same broker; and (3) conflicts may arise between the client's interest in receiving best execution with respect to transactions effected for the account and Chandler's interest in receiving future client referrals from that broker. Therefore, prior to directing us to use a specific broker-dealer, clients should consider whether, under that restriction, execution, clearance and settlement capabilities, commission expenses and whatever amount is allocated to custodian fees, if applicable, would be comparable to those otherwise obtainable. Clients should understand that they might not obtain commissions rates as low as might otherwise be obtain if we had discretion to select other broker-dealers. ITEM 12113: AGGREGATING CLIENT TRADES Order aggregation is the process of adding together or "blocking" orders to purchase and sell the same security as one large order. Chandler will aggregate or "block" trades where possible and when advantageous to clients. This blocking of trades permits the trading of aggregate blocks of securities composed of assets from multiple client accounts and in some cases, employees, and other proprietary accounts so long as transaction costs are shared equally and on a pro -rata (or other fair and reasonable) basis between all accounts included in any such block. Block trading may allow us to execute trades in a timelier, more equitable manner, at a better overall price. Chandler will aggregate trades for itself or for its associated persons with client trades, providing that the following conditions are met: 1) Chandler's policies for the aggregation of transactions shall be fully disclosed in this Form ADV Part 2A and separately to Chandler's existing clients (if any) and the broker-dealer(s) through which such transactions will be placed; 2) We will not aggregate transactions unless aggregation is consistent with our duty to seek best execution and the terms of Chandler's investment advisory agreement with each client for which trades are being aggregated; 3) No participating account will be favored over any other account; each account that participates in an aggregated order will participate at the average price for all the aggregated order, with transaction costs shared pro -rata, when applicable, on each account's participation in the transaction; 4) Chandler will enter aggregated orders into our Order Management System ("OMS"), specifying the participating accounts and how we intend to allocate the order among those accounts; 5) If the aggregated order is filled in its entirety, it will be allocated among participating accounts in accordance with the allocations entered into the OMS; if the order is partially filled, it will be allocated pro -rata based on the allocations entered into the OMS; 6) If the security is purchased from multiple dealers at different prices and is to be allocated among multiple accounts, it will be allocated using a weighted average method; 7) Allocations for an aggregated order should constitute no less than 0.50 of 1% (50 basis points) of a selected portfolio. If a proposed allocation would amount to less than 0.50 of 1% (50 basis points) of the selected portfolio, it may be allocated to a more appropriate account different from that specified in the OMS as long as all client accounts receive fair and equitable treatment and the reason for the different allocation is explained in a manner consistent with the procedures listed in number 8 herein; 8) Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the OMS if all client accounts receive fair and equitable treatment and the reason for the different allocation is explained in writing and is approved in writing by appropriate supervisory personnel no later than one hour after the opening of the markets on the trading day following the day the order was executed; 9) Chandler will receive no additional compensation of any kind as a result of the proposed aggregation; Page 22 of 26 10) Individual investment advice and treatment will be accorded to each advisory client. 11) Chandler's books and records will separately reflect, for each client account, the orders of which are aggregated, the securities held by, and bought and sold for that account. 12) Funds and securities for aggregated orders are clearly identified on Chandler's records and to the broker-dealers or other intermediaries handling the transactions, by the appropriate account numbers for each participating client. There are times when Chandler does not aggregate trades when we have an opportunity to do so. Portfolio managers choose not to aggregate trades in the following situations: Non -discretionary clients: An advisory client electing not to grant investment discretionary authority to Chandler is advised that trades done in his/her account may be executed after trades effected in discretionary accounts due to the additional time involved in obtaining the required client approval prior to executing any trade in such non -discretionary client accounts. Consequently, we may not be able to aggregate these trades with other discretionary trades which may result in a difference in the price per share/bond of a given security and the commission rates paid. Client direction: While rare, an advisory client may choose not to have their trades aggregated or may have cash flow needs that prevent Chandler from aggregating a trade with other pending orders. Consequently, we may not be able to aggregate these client trades with other client trades which may result in a difference in the price per share/bond of a given security and the commission rates paid. Portfolio Manager's discretion: Portfolio managers may choose to trade certain strategies at the same time while waiting to trade others. The timing of the trades and determination of which strategy to trade is dependent on market conditions. Additionally, not all portfolio managers will trade their client accounts at the same time and there may be timing differences for trades executed by different portfolio managers. Accordingly, we may not be able to aggregate all trades executed independently by our different portfolio managers, which may result in a difference in the price per share/bond of a given security and the commission rates paid. ITEM 13 ACCOUNT REVIEWS ITEM 13A: PERIODIC ACCOUNT REVIEWS FIXED INCOME & MULTI ASSET CLASS PORTFOLIO MANAGEMENT The underlying securities within client accounts are continually monitored and reviewed daily in our Order Management and Portfolio Compliance System (OMS) in the context of each client's stated investment objectives and guidelines. Additional reviews may be triggered by material changes in variables such as the client's individual circumstances, liquidity requirements, credit analysis or the market, political or economic environment. These accounts are reviewed by our Co -Chief Investment Officers, Portfolio Managers and our compliance department. WRAP FEE PROGRAMS Program clients should refer to the selected Sponsor's Wrap Fee Program Brochure and, if applicable, the independent advisor's disclosure document for information regarding reviews performed by the sponsor or independent advisor and the frequency of reviews conducted on the client's Program account(s). CONSULTING SERVICES While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Consulting Services clients unless otherwise contracted for Page 23 of 26 Such reviews will be conducted by the client's account representative. ITEM 13B: OTHER REVIEWS Chandler reviews accounts on a periodic basis as described above in Item 13A of this brochure. ITEM 13C: REPORTING FIXED INCOME & MULTI ASSET CLASS PORTFOLIO MANAGMENT In addition to the monthly account statements that non -wrap clients receive from their custodian and confirmations of transactions that they receive from the executing broker-dealer, we provide written monthly reports summarizing account performance, balances and holdings, transactions, income earned, and cash flow expected for the next 365 days. WRAP FEE PROGRAMS Program clients should refer to the selected Sponsor's Wrap Fee Program Brochure and, if applicable, the independent advisor's disclosure document for information regarding the content and frequency of reports provided by the sponsor or independent advisor to the client, if any. Chandler does not send any reports or account statements to wrap fee program clients. CONSULTING SERVICES These client accounts will receive written reports as contracted for at the inception of the advisory engagement. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION ITEM 14A: OTHER COMPENSATION As outlined in Item 12A of this Brochure, certain indirect economic benefits are received by Chandler for clients that custody their assets with Schwab. While Chandler and its employees always endeavor to put the interest of our clients first, clients participating in the Schwab wrap programs should be aware that receipt of this indirect additional compensation creates a potential conflict of interest. However, Chandler has a fiduciary responsibility to always place client interests before our own and will only recommend Schwab to clients where we believe it would be beneficial to those clients. ITEM 146: CLIENT REFERRALS Chandler's policy and practice is not to enter into arrangements to pay referral fees to independent persons or firms ("Solicitors") for introducing clients to us. Compensation paid to certain related persons of Chandler takes into consideration an overall assessment of predetermined objectives in addition to other defined criteria. Notably, this firm practice does not impact the advisory fees paid to Chandler by any client. ITEM 15 CUSTODY Chandler does not take custody or possession of the funds or securities that a client has placed under our management. Each client shall appoint a Qualified Custodian ("custodian") to take and have possession of their assets. The fees expressed in the "Fees and Compensation" section (Item 5A) of this Brochure do not include fees a client will incur for custodial services. From time to time, Chandler recommends a custodian to clients who do not have an existing custodian relationship established. Among others, Chandler generally recommends (in alphabetical order) Bank of America, Bank of New York/Mellon, Charles Schwab & Co., Union Bank, US Bank or Wells Fargo. Some of the above-mentioned custodians offer special pricing for institutional or municipal clients of Chandler. Chandler does not receive any compensation or referrals from the custodians we refer our clients to. The rates offered by the Page 24 of 26 custodian can be based on the size of the portfolio or type of account opened. Client retains full discretionary authority over the selection of the custodian to be used. Direct Debiting of Fees Although Chandler does not take custody or possession of the funds or securities that a client has placed under its management, Chandler is deemed by the SEC to have custody of those accounts where fees are debited directly from the client's custodian bank account. We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions and holdings within the account during the reporting period, in addition to any advisory fees paid. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. In addition to the periodic statements that clients receive directly from their custodians, we also send account statements directly to our clients monthly. While Chandler makes every effort to provide accurate statements, we urge our clients to carefully compare the information provided on our statements to statements provided by their custodian in order to ensure that all account transactions, holdings and values are correct and current. ITEM 16 INVESTMENT DISCRETION Generally, clients hire us to provide discretionary asset management services; however, we do provide our services on a non -discretionary basis, if requested by a client. Our discretionary authority includes the ability to do the following without first obtaining approval from the client: Determine the security to buy or sell; Determine the amount of the security to buy or sell; and Determine the price at which to buy or sell the security; Clients give us discretionary authority when they sign a discretionary client agreement with our firm and may limit this authority by giving us written instructions. Such limitations are typically outlined in a client's investment policy statement and may include restrictions on maturity or ratings, issuer or sector concentration limitations, among others. Clients may also change/amend such limitations by once again providing us with written instructions. Chandler reserves the right to decline acceptance of any client account. ITEM 17 VOTING CLIENT SECURITIES ITEM 17A: PROXY VOTING We vote proxies for the securities held in client accounts where the client has given us authorization to do so. All clients retain the right to vote their own proxies should they choose to do so. Clients can exercise this right by instructing us in writing to not vote proxies in their account and instructing their custodian to send proxies directly to their attention. We will vote proxies in the best interests of our clients and in accordance with our established policies and procedures. Our firm will retain all proxy voting books and records for the requisite period of time, including a copy of each proxy statement received, a record of each vote cast, a copy of any document created by us that was material to making a decision how to vote proxies, and a copy of each written client request for information on how the adviser voted proxies. If our firm has a conflict of interest in voting a particular action, we will notify the client of the conflict and retain an independent third -party to cast a vote. Clients may obtain a copy of our complete proxy voting policies and procedures by contacting Joseph Kolinsky, our Chief Compliance Officer, by telephone, email, or in writing. Clients may request, in writing, information on how proxies for their shares were voted. If any client requests a copy of our complete proxy policies and Page 25 of 26 procedures or how we voted proxies for their account(s), we will promptly provide such information to the client. We will neither advise nor act on behalf of the client in legal proceedings involving companies whose securities are held in the client's account(s), including, but not limited to, the filing of "Proofs of Claim" in class action settlements. If desired, clients may direct us to transmit copies of class action notices to the client or a third party. Upon such direction, we will make commercially reasonable efforts to forward such notices in a timely manner. With respect to ERISA accounts, we will vote proxies unless the plan documents specifically reserve the plan sponsor's right to vote proxies. To direct us to vote a proxy in a particular manner, clients should contact Joseph Kolinsky by telephone, email, or in writing. You can instruct us to vote proxies according to criteria (for example, to always vote with management, or to vote for or against a proposal to allow a so-called "poison pill" defense against a possible takeover). You can also instruct us on how to cast your vote in a particular proxy contest by contacting Joseph Kolinsky by mail at 6225 Lusk Boulevard, San Diego, CA 92121 or by email at Compliance@chandlerasset.com. These requests must be made in writing. ITEM 176: WHERE CLIENT RETAINS RIGHT TO VOTE PROXIES For accounts where we do not vote proxies, Chandler may provide investment advisory services relative to client investment assets. Clients maintain exclusive responsibility for: 1) Directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and 2) Making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client's investment assets; and 3) Instructing each custodian of the assets to forward to the client copies of all proxies and shareholder communications relating to the client's investment assets. We may provide clients with consulting assistance regarding proxy issues if they contact us with questions at our principal place of business. ITEM 18 FINANCIAL INFORMATION ITEM 18A: FINANCIAL STATEMENT REQUIREMENT Under no circumstances do we require or solicit payment of fees in excess of $1200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. ITEM 181B: FINANCIAL CONDITION Chandler has no financial conditions to disclose that would impair its ability to meet contractual and fiduciary obligations to clients. ITEM 18C: BANKRUPTCY DISCLOSURE Chandler has never been the subject of a bankruptcy petition. Page 26 of 26 Rev [01/2014] WHAT DOES CHANDLER ASSET MANAGEMENT, INC. DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. The types of personal information we collect and share depend on the product or service you have with us. This information can include: N Social Security number and investment experience ■ Account balances and transaction history a Assets and income When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Chandler chooses to share; and whether you can limit this sharing. For our everyday business purposes— such as to process your transactions, maintain Yes No your account(s), respond to court orders and legal investigations, or report to credit bureaus For our marketing purposes— Yes No to offer our products and services to you For joint marketing with other financial companies No We do not share For our affiliates' everyday business purposes— No We do not share information about your transactions and experiences For our affiliates' everyday business purposes— No We do not share information about your creditworthiness For our affiliates to market to you No We do not share For non -affiliates to market to you No We do not share Call (858) 546-3737 or go to www.chandlerasset.com CHANDLER ASSET MANAGEMENT, INC. How does Chandler protect my personal To protect your personal information from unauthorized access information? and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. How does Chandler collect my personal We collect your personal information, for example, when you information? ■ Open an account or enter into an investment advisory agreement ■ Give us your income information and your contact information ■ Tell us about your investment or retirement portfolio We also collect your personal information from other companies Why can't I limit all sharing? Federal law gives you the right to limit only • sharing for affiliates' everyday business purposes—information about your creditworthiness ■ affiliates from using your information to market to you o sharing for non -affiliates to market to you State laws and individual companies may give you additional rights to limit sharing. [See below for more on your rights under state law.] Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. ■ Chandler Asset Management, Inc. has no affiliates. Non -affiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies. ■ Chandler Asset Management, Inc. does not share with non -affiliates so they can market to you Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. ■ Chandler Asset Management, Inc. doesn't jointly market. Information for Vermont, California and Nevada Customers In response to a Vermont regulation, if we disclose personal information about you to non-affiliated third parties with whom we have joint marketing agreements, we will only disclose your name, address, other contact information, and information about our transactions or experiences with you. In response to a California law, we automatically treat accounts with California billing addresses as if you do not want to disclose personal information about you to non-affiliated third parties except as permitted by the applicable California law. We will also limit the sharing of personal information about you with affiliates to comply with all California privacy laws that apply to us. Nevada law requires us to disclose that you may request to be placed on our "do not call" list at any time by calling 1- 831-759-6300. To obtain further information, contact the Bureau of Consumer Protection, Office of the Nevada Attorney General at 555 E. Washington Ave., Suite 3900, Las Vegas, NV 88101; phone 1-702-486-3132; email BCP I N FO(cDag.state.nv. us CHANDLER ASSET MANAGEMENT Part 2B of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Martin Cassell, CFA Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 (800) 317-4747 This brochure supplement provides information about Martin Cassell that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Martin Cassell is available on the SEC's website wwvw.odviserinfo.sec.00v. Full Legal Name:I Martin Dayle Cassell Year of Birth: 1959 Post High School Education: I California State University Hayward; BS, Finance; 1987 L -A Business Background: 01/2022 to Present: CEO — Chandler Asset Management Inc. 2008 to Present: CEO, Chief Investment Officer & Principal — Chandler Asset Management, Inc. 2003 to 2008: Chief Investment Officer & Principal — Chandler Asset Management, Inc. 1993 to 2003: VP, Portfolio Manager & Principal — Chandler Asset Management, Inc. 1991 to 1993: Portfolio Manager— Chandler Asset Management, Inc. Professional Designations: Chartered Financial Analyst (CFA); CFA Institute; 1998 For an explonotion of the CFA designation, please see page 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Martin Cassell. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Martin Cassell sits on the Investment Committee for the San Diego Foundation and is on the Board of Trustees and Finance Committee for the San Diego Botanic Garden. Mr. Cassell devotes approximately 2-5 hours a month to these activities. Martin Cassell does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Martin Cassell is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. ITEM 5: ADDITIONAL COMPENSATION Martin Cassell does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Board of Directors Title: Phone Number: (858) 546-3737 www.chandierasset.com0. CL',CHANDLER ASS.: ; i Part 213 of Form ADV: Brochure Supplement Effective Date: July 5, 2022 William Dennehy II, CFA Co- Chief Investment Officer Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 (800) 317-4747 This brochure supplement provides information about William Dennehy 11 that supplements the Chandler Asset Management (Chandler) brochure. you should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about William Dennehy 11 is available on the SEC's website at Full Legal Name: William Dennehy II Year of Birth: 1 1970 Post High School Education: I California State University Chico; BS, Business/Finance; 1992 Business Background: 01/2022 to Present: Co -Chief Investment Officer — Chandler Asset Management Inc. 06/2020 to 2021: Deputy Chief Investment Officer — Chandler Asset Management, Inc. 2016 to 2020: EVP, Portfolio Manager — Chandler Asset Management, Inc. 2012 to 2015: SVP, Portfolio Manager—Chandler Asset Management, Inc. 2011 to 2012: VP, Portfolio Manager—Chandler Asset Management, Inc. 2001 to 3/2011: Senior Portfolio Manager — Northern Trust Global Investments Professional Designations: Chartered Financial Analyst (CFA); CFA Institute; 2000 For an explanation of the CFA designation, piease see poge 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of William Dennehy ll. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities William Dennehy II is not engaged in any other investment -related activities. William Dennehy II does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities William Dennehy II is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. ITEM 5: ADDITIONAL COMPENSATION William Dennehy II does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Martin Cassell Title: CEO Phone Number: (858) 546-3737 ��� www.chandlerasset.com CCHANDLER ASSET MANAGEMENT Part 2B of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Scott Prickett, CTP ' Co- Chief Investment Officer Chandler Asset Management, Inc. Chandler Asset Management, Inc. 8012 n Avenue, Suite 800 1875 Lawrence Street, Suite 920 Seattle, WA 98104 Denver, CO 80202 (800) 317-4747 (800) 317-4747 This brochure supplement provides information about Scott Prickett that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Scott Prickett is available on the SEC's website at www. adviserinfo.sec.gov. Full Legal Name: Year of Birth: Post High School Education: Business Background: Professional Designations: Scott David Prickett 1963 University of Northern Colorado; BS, Business Finance; 1987 01/2022 to Present: Co -Chief Investment Officer— Chandler Asset Management Inc. 06/2020 to 2021: Co- Chief Investment Officer — Chandler Asset Management, Inc. 01/2016 to 05/2020: EVP, Portfolio Strategist — Chandler Asset Management, Inc. 04/2014 to 12/2015: SVP, Portfolio Strategist — Chandler Asset Management, Inc. 05/2006 to 04/2014: SVP, Managing Director, Portfolio Manager— Davidson Fixed Income Mgmt. Inc. 05/2006 to 04/2014: SVP, Managing Director - D.A. Davidson& Co. Certified Treasury Professional (CTP); Association. of Financial Professionals; 2000 For an explanation of the CTP designation, please see page 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Scott Prickett. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Scott Prickett is not engaged in any other investment -related activities. Scott Prickett does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Scott Prickett is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. Scott Prickett does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Martin Cassell Title: CEO Phone Number: (858) 546-3737 www.chandlerasset.com " J - CHANDLER Part 2B of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Jayson Schmitt, CFA Co- Chief Investment Officer Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 (800) 317-4747 This brochure supplement provides information about Jayson Schmitt that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Jayson Schmitt is available on the SEC's website at www.odviserin o.sec. ov. Full Legal Name: Jayson Arnold Schmitt Year of Birth: 1 1969 Post High School Education: I California State University San Diego; BA, Economics; 1995 Business Background: 01/2022 to Present: Co -Chief Investment Officer— Chandler Asset Management Inc. 06/2020 to 2021: Deputy Chief Investment Officer — Chandler Asset Management, Inc. 2016 to 2020: EVP, Portfolio Manager & Principal — Chandler Asset Management, Inc. 2010 to 2015: SVP, Portfolio Manager & Principal—Chandler Asset Management, Inc. 2009 to 2010: VP, Portfolio Manager & Principal — Chandler Asset Management, Inc. 2003 to 2009: VP, Portfolio Manager — Chandler Asset Management, Inc. Professional Designations: Chartered Financial Analyst (CFA); CFA Institute; 2003 For an explanotion of the CFA designation, please see page 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Jayson Schmitt. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Jayson Schmitt is not engaged in any other investment -related activities. Jayson Schmitt does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Jayson Schmitt is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. ADDITIONAL COMPENSATION Jayson Schmitt does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Martin Cassell Title: CEO Phone Number: (858) 546-3737 —AIR www.chandlerasset.com CHANDLER ��L_ J ASSET MANAGEMENT Part 213 of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Daniel Delaney, CFA Senior Portfolio Manager Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 (800) 317-4747 This brochure supplement provides information about Daniel Delaney that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Daniel Delaney is available on the SEC's website of www.odviserinfo.sec.aov. Full Legal Name: Daniel Joseph Delaney Year of Birth: 1 1981 Post High School Education: I University of Exeter, UK n:, Business Background: April 2021 to Present: Senior Portfolio Manager— Chandler Asset Management, Inc. January 2017 to April 2021: Director / Senior Portfolio Manager—Allianz Global Investors April 2006 — December 2016: Global Credit Analyst / Portfolio Manager — Rogge Global Partners Professional Designations: Chartered Financial Analyst (CFA); CFA Institute; 2010 For an explanation of the CFA designation, please see page 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Daniel Delaney. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Daniel Delaney is not engaged in any other investment -related activities. Daniel Delaney does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Daniel Delaney is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of her time. Daniel Delaney does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Title: Phone Number: William Dennehy II Co -Chief Investment Officer (858) 546-3737 www.chandlerasset.com CCHANDLER it. ASSETMANAGEMENT Part 213 of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Julie Hughes Chandler Asset Management, Inc. 1875 Lawrence Street, Suite 920 Denver, CO 80202 (800) 317-4747 This brochure supplement provides information about Julie Hughes that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Julie Hughes is available on the SEC's website at www.odviserinfo.sec.aov. Full Legal Name:I Julie Kirschner Hughes Year of Birth: 1964 Post High School Education: University of Texas at Austin; BBA, Marketing; 1986 The Wharton School of the University of Pennsylvania; MBA, Entrepreneurial Management; 1992 Business Background: 06/2020 to Present: Senior Portfolio Strategist — Chandler Asset Management, Inc. 01/2016 to 05/2020: SVP, Portfolio Strategist — Chandler Asset Management, Inc. 04/2014 to 12/2015: VP, Portfolio Strategist — Chandler Asset Management, Inc. 08/2007 to 04/2014: SVP, Portfolio Manager— Davidson Fixed Income Management Professional None Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Julie Hughes. No events have occurred that are applicable to this item. OTHERITEM 4: Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Julie Hughes is not engaged in any other investment -related activities. Julie Hughes does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Julie Hughes is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of her time. ITE14ODDITIOV4•14PFVqVWTiV Julie Hughes does not receive any economic benefit from a non -advisory client for the provision of advisory services Supervisor: Title: Phone Number: Scott Prickett Co -Chief Investment Officer (800) 317-4747 www.chandlerasset.com CHANDLER Part 2B of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Genny Lynkiewicz, CFA ` 4 Senior Portfolio Manager Chandler Asset Management, Inc. i 6225 Lusk Boulevard San Diego, CA 92121�� (800) 317-4747 ll■ This brochure supplement provides information about Genny Lynkiewicz that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please ' _ , contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about the contents of this supplement. Additional information about Genny Lynkiewicz is available on the SEC's website at www. adviserinfa.sec.aov. Full Legal Name:I Genevieve Cathryn Lynkiewicz Year of Birth: 1974 Post High School Education: I University of Wisconsin, Madison; BBA, Finance, Investment & Banking; 1997 Business Background: 06/2020 to Present: Senior Portfolio Manager — Chandler Asset Management, Inc. 10/2015 to 05/2020: VP, Portfolio Manager— Chandler Asset Management, Inc. 08/2012 to 02/2015: VP, Fixed Income Portfolio Manager — BMO Asset Management Corp. 02/2012 to 08/2012: Fixed Income Portfolio Manager — M&I Investment Management Corp. Professional Designations:I Chartered Financial Analyst (CFA); CFA Institute; 2006 For an explanation of the CFA designation. please see vaae 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Genny Lynkiewicz. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Genny Lynkiewicz serves as the CFO/Treasurer for the San Diego Peace Corps Association. Ms. Lynkiewicz devotes approximately 4-5 hours a month to this activity. Genny Lynkiewicz does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Genny Lynkiewicz is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of her time. Genny Lynkiewicz does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Title: Phone Number: Jayson Schmitt Co -Chief Investment Officer (858) 546-3737 www.chandlerasset.com tJCHANDLER As Part 213 of Form ADV: Brochure Supplement Effective Date: July 5, 2022 f 11 Carlos Oblites Chandler Asset Management, Inc. a 7250 Redwood Boulevard, Suite 300 Novato, CA 94945 (800) 317-4747 This brochure supplement provides information about Carlos Oblites that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you hove any questions about the contents of this supplement. Additional information about Carlos Oblites is available on the SEC's website at ��ww.adviserinfo.sec.aov. Full Legal Name:I Carlos Oblites Year of Birth: 1969 Post High School Education:I University of CA, Santa Barbara; BA, History; 1990 San Francisco State University; MBA; 2003 Business Background: 06/2020 to Present: Senior Portfolio Strategist — Chandler Asset Management, Inc. 01/2017 to 05/2020: SVP, Portfolio Strategist — Chandler Asset Management, Inc. 09/2015 to 01/2017: Administrative Services Manager—Central Marin Sanitation Agency 05/2007 to 09/2015: Director — PFM Asset Management Professional DesignatiOIIS: ( None Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Carlos Oblites. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Carlos Oblites is not engaged in any other investment -related activities. Carlos Oblites does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Carlos Oblites is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. ADDITIONAL COMPENSATION Carlos Oblites does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Title: Phone Number: Scott Prickett Co -Chief Investment Officer (800) 317-4747 www.chand lerasset.com C2•CHANDLER `07 ASSET MANAGENIENT Part 213 of Form ADV: Brochure Supplement Effective Date: July 5, 2022 Ted Piorkowski, CFA Senior Portfolio Manager Chandler Asset Management, Inc. 6225 Lusk Boulevard San Diego, CA 92121 (800)317-4747 This brochure supplement provides information about Ted Piorkowski that supplements the Chandler Asset Management (Chandler) brochure. You should have received a copy of that brochure. Please contact Joseph Kolinsky if you did not receive Chandler's brochure or if you have any questions about contents of this supplement. Additional information about Ted Piorkowski is available on the SEC's website at Full Legal Name:I Theodore James Piorkowski Year of Birth: 1959 Post High School Education: California State University San Diego; BS, Finance; 1982 California State University San Diego; MBA, Finance; 1985 Business Background: 2009 — Present: Senior Portfolio Manager & Principal — Chandler Asset Management, Inc. 2004 to 2009: SVP, Portfolio Manager—Chandler Asset Management, Inc. 1999 to 2004: VP, Portfolio Manager—Chandler Asset Management, Inc. 1994 to 1999; VP, Fund Manager—Sefton Capital Management, Inc. Professional Designations:I Chartered Financial Analyst (CFA); CFA Institute; 1991 For on explanation of the CFA designation, please see pope 10 Chandler is required to disclose all material facts regarding any legal or disciplinary events that would materially impact a client's evaluation of Ted Piorkowski. No events have occurred that are applicable to this item. Chandler is required to disclose any outside business activities or occupation for compensation that could potentially create a conflict of interest with clients. A. Investment -Related Activities Ted Piorkowski is not engaged in any other investment -related activities. Ted Piorkowski does not receive commissions, bonuses or other compensation on the sale of securities or other investment products. B. Non -Investment -Related Activities Ted Piorkowski is not engaged in any other business or occupation that provides substantial compensation or involves a substantial amount of his time. ADDITIO NAL COMPENSATION Ted Piorkowski does not receive any economic benefit from a non -advisory client for the provision of advisory services. Supervisor: Jayson Schmitt Title: Co -Chief Investment Officer Phone Number: (858) 546-3737 -AR _ www.chandlerasset.com CAtCHANDLER ASSET MANAGEMENT CFA Charter The Chartered Financial Analyst (CFA) charter is a globally respected, graduate -level investment credential established in 1962 and awarded by CFA Institute — the largest global association of investment professionals. There are currently more than 100,000 CFA charterholders working throughout the world. To earn the CFA charter, candidates must: 1) pass three sequential, six -hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct High Ethical Standards The CFA Institute Code of Ethics and Standards of Professional Conduct, enforced through an active professional conduct program require CFA charterholders to: • Place their clients' interests ahead of their own • Maintain independence and objectivity • Act with integrity • Maintain and improve their professional competence • Disclose conflicts of interest and legal matters Global Recognition Passing the three CFA exams is a difficult feat that requires extensive study (successful candidates report spending an average of 300 hours of study per level). Earning the CFA charter demonstrates mastery of many of the advanced skills needed for investment analysis and decision making in today's quickly evolving global financial industry. As a result, employers and clients are increasingly seeking CFA charterholders—often making the charter a prerequisite for employment. Additionally, regulatory bodies in 19 countries recognize the CFA charter as a proxy for meeting certain licensing requirements, and more than 125 colleges and universities around the world have incorporated a majority of the CFA Program curriculum into their own finance courses. Comprehensive and Current Knowledge The CFA Program curriculum provides a comprehensive framework of knowledge for investment decision making and is firmly grounded in the knowledge and skills used every day in the investment profession. The three levels of the CFA Program test a proficiency with a wide range of fundamental and advanced investment topics, including ethical and professional standards, fixed-income and equity analysis, alternative and derivative investments, economics, financial reporting standards, portfolio management, and wealth planning. The CFA Program curriculum is updated every year by experts from around the world to ensure that candidates learn the most relevant and practical new tools, ideas, and investment and wealth management skills to reflect the dynamic and complex nature of the profession. To learn more about the CFA charter, visit www.cfainstitute.ore. Certified Treasury Professional (CTP) The Certified Treasury Professional ® (CTP) designation is evidence that an individual is certified in corporate treasury and cash management. The credential is awarded based upon experience and passing of a rigorous examination that provides an objective measure of an individual's broad-based knowledge and competency in treasury management. Ongoing professional development is required in order to maintain the credential. The CTP is administered by the Association for Financial Professionals, the leading association for treasury and financial management professionals, with more than 29,000 members worldwide. Accredited Investment Fiduciary (AIFO) The Accredited Investment Fiduciary (AIF®) Designation is a professional certification that demonstrates an advisor or other person serving as an investment fiduciary has met certain requirements to earn and maintain the credential. The purpose of the Accredited Investment Fiduciary (AIF®) Designation is to assure that those responsible for managing or advising on investor assets have a fundamental understanding of the principles of fiduciary duty, the standards of conduct for acting as a fiduciary, and a process for carrying out fiduciary responsibility. Initial certification requires completion of AIF® training, passing of the AIF® examination, meeting the education and industry experience requirements, and satisfaction of the Code of Ethics and Conduct Standards. To maintain the designation, designees must complete six (6) hours of continuing education and satisfy the Code of Ethics and Conduct Standards annually. The AIF® is administered by the Center for Fiduciary Studies. r1 www.chandlerasset.com Appendix B Professional Biographies D C11% Investment Management Martin Cassell, CFA CEO ILAMartin Cassell is the Chief Executive Officer at Chandler Asset Management and is a principal of the firm. He is responsible for defining, planning, and directing company programs. Martin heads implementation of the firm's investment strategies and portfolio risk management. He designed the proprietary quantitative models that drive our investment process, establishing duration, structure, and asset allocation throughout client portfolios. Martin joined Chandler in 1991 from the City of San Diego where he managed a $1 billion fixed income portfolio. He began his investment career in 1987 managing portfolios at World Savings and Loan. Martin received his B.S. in finance from California State University, Hayward. He is a member of the CFA Society of San Diego and holds the designation of Chartered Financial Analyst. Martin is also a member ofthe Government Finance Officers Association (GFOA) Treasury and Investment Committee (TIM) and the California Association of Joint Power Authorities (CAJPA) finance committee. William Dennehy II, CFA Co -Chief Investment Officer ® William Dennehy is Co -Chief Investment Officer at Chandler Asset Management. He is responsible for implementing portfolio strategy and securities trading in client accounts and serves as Co -Chair of the firm's Economic and Market Analysis Committee and Credit Committee. Prior to joining Chandler in 2011, Bill worked at Northern Trust Global Investments in Chicago, most recently as senior portfolio manager and vice president, with a wide range of responsibilities in asset allocation, quantitative and qualitative analysis. Bill earned his B.S. in business administration, option in finance, at California State University, Chico. He holds the designation of Chartered Financial Analyst. Scott Prickett, CTP Co -Chief Investment Officer Scott Prickett is Co -Chief Investment Officer. He is responsible for building and maintaining client relationships with a focus upon developing and enhancing client investment programs. Scott actively participates in the portfolio management process and meets with clients on a regular basis to review their accounts, portfolio activity, portfolio strategy and financial markets. Scott has over 30 years of investment industry experience focused largely on managing short-term fixed income strategies for governmental and institutional non-profit clients. Scott serves as Co -Chair of the firm's Economic and Market Analysis Committee. Prior to joining Chandler, Scott was Managing Director and Portfolio Manager at Davidson Fixed Income Management. Scott was directly responsible for managing over $750 million in client assets and had management e�\ responsibilities over multiple business units with combined total assets of over $5 billion. These included taxable and tax-exempt SMA programs, a Local Government Investment Pool (LGIP) and SeaCap Investment Advisors. At ALPS Mutual Fund Services, Scott played a key role in developing two SEC registered mutual funds. Scott also spent two years at Pacific Investment Management Company (PIMCO) as a fixed income Portfolio Specialist for over $1.4 billion in assets. Scott is a graduate of the University of Northern Colorado with a degree in business administration with an emphasis in finance. Scott has earned the Association of Financial Professionals designation as a Certified Treasury Professional (CTP) and is a frequent speaker for various local and national organizations. Jayson Schmitt, CFA Co -Chief Investment Officer f n Jayson Schmitt is Co -Chief Investment Officer. Jayson is instrumental in the development and integration of quantitative analytic tools for the portfolio management process and provides full- time oversight of the entire investment management team and the implementation of the firm's strategies. He serves on the firm's Executive Committee, as well as Co -Chair of the Quantitative Analysis Committee, Sector Committee, and Multi Asset Class Committee. Prior to joining Chandler in 1995, Jayson was employed as a Financial Analyst with USA Federal Credit Union in San Diego, managing a $100 million liquidity book. His responsibilities there also included asset/liability management. Jayson earned his B.A. in economics from San Diego State University. He is a member of the CFA Society of San Diego and holds the designation of Chartered Financial Analyst. Jayson also is a member of the City of San Diego Investment Advisory Committee. The committee assists the City with its investment program by providing regular policy and portfolio reviews. Daniel Delaney, CFA Senior Portfolio Manager r- Daniel (Dan) Delaney is Senior Portfolio Manager at Chandler Asset Management. He is responsible ` for implementing portfolio strategy and securities trading in client accounts. Prior to joining Chandler in 2021, Dan was a Senior Portfolio Manager with Allianz Global Investors, based in New York, responsible for managing Global Credit mandates. Dan also spent ten years as a Global Credit Analyst and Portfolio Manager with Rogge Global Partners, both in London and New York. Daniel earned a Bachelor of Arts (Honors) degree in Business Economics from the University of Exeter, UK. He holds the designation of Chartered Financial Analyst. OR Julie Hughes Senior Portfolio Strategist Julie Hughes is Senior Portfolio Strategist at Chandler Asset Management. She is responsible for building and maintaining client relationships with public agencies along with participating actively in the portfolio management process. Julie has over 25 years of finance, strategy, and client relationship management experience. Prior to joining Chandler, Julie was a Portfolio Manager at Davidson Fixed Income Management, where she managed short-term fixed income portfolios for government and non-profit clients. Julie also has deep expertise in the investment of tax-exempt bond proceeds and hedging interest rate risk for municipal debt. Prior to 2004, she held positions in corporate strategy and management consulting. Julie earned an MBA from the Wharton School of the University of Pennsylvania and a BBA in Marketing from the University of Texas of Austin. i, Christopher McCarty, AIF �r Senior Portfolio Strategist kChristopher McCarr joined Chandler Asset Management in 2013 and is Senior Portfolio Strategist. Chris is a member of the Investment Management Team and participates actively in the portfolio v.,management process as well as builds and maintains client relationships. As a portfolio strategist, Chris focuses on identifying and communicating key investment related themes and trends for implementation into fixed income strategies for local government and institutional clients. Prior to joining the Investment Management Team in 2019, Chris was an Investment Consultant for the Client Services Team at Chandler. Chris has worked in the investment industry since 2001 with a diverse background in financial services. In his most recent role prior to Chandler, he was the Regional Vice President for Zack's Investment Management focusing on retail sales for the West Coast Territory. Other roles include an Advisory Consultant at LPL Financial and he began his career at Penn Mutual Life. Chris is a graduate of Bucknell University with his BA in both International Relations (Latin America Focus) and Spanish. He holds his Accredited Investment Fiduciary (AIF(l) designation. Carlos Oblites Senior Portfolio Strategist Carlos Oblites is Senior Portfolio Strategist. He is responsible for building and maintaining client �~ A relationships with public agencies along with participating actively in the portfolio management process. Carlos has 26 years of investment and financial experience, focused largely on managing short-term fixed income and pension strategies for governmental and institutional non-profit clients. Carlos currently serves as Co -Chair of the firm's Multi Asset Class Committee. He also serves as a member of the Government Finance Officers Association's (GFOA) Committee on Retirement and Benefits Administration (CORBA), which tracks new industry practices, regulatory and legislative developments, and issues best practices to assist public pension and personnel officers effectively manage state and local retirement funds and employee benefits. A% Prior to joining Chandler, Carlos served as the Administrative Services Manager at Central Marin Sanitation Agency (CMSA) and was responsible for all aspects of the Agency's financial, human resources, administrative support, and information systems activities. He also has significant expertise in serving California public agencies, healthcare, and insurance clients through his roles as Director at PFM Asset Management, and as a Principal at Wells Capital Management. Previous responsibilities include managing a variety of institutional client relationships and developing, implementing, and monitoring customized investment strategies for operating funds, bond proceeds, pension, and post-retirement funds. Carlos has also worked as a teacher for the Long Beach Unified School District. Carlos holds a Bachelor of Arts degree in History from the University of California, Santa Barbara, and earned a Master's degree in Business Administration from San Francisco State University. Ted Piorkowski, CFA Senior Portfolio Manager Ted Piorkowski is a Senior Portfolio Manager at Chandler Asset Management. In addition to his duties as a portfolio manager, he oversees daily trading and is responsible for implementing portfolio strategy. Ted leads the Economic and Market Analysis Committee, as well as the Sector Committee. Prior to joining Chandler in 1999, Ted served as a Vice President and Fund Manager for Sefton Capital Management. He was responsible for the management of over $300 million in both mutual fund vehicles and individually managed institutional portfolios. From 1988 through 1994, Ted managed money market and enhanced money market funds for San Diego Trust and Savings Bank and its successor, San Diego Financial Capital Management. Ted earned both his B.S. and M.B.A. in finance from San Diego State University. He is a member of the CFA Society of San Diego and holds the designation of Chartered Financial Analyst. -- Genny Lynkiewicz, CFA Senior Portfolio Manager I iGenny Lynkiewicz is Senior Portfolio Manager at Chandler Asset Management. She is responsible for implementing portfolio strategy and securities trading in client accounts, and currently serves as Co -Chair of the firm's Sector Committee. Prior to joining Chandler in 2015, Genny worked at BMO Asset Management in Chicago where she managed over $8 billion in taxable money market funds, securities lending portfolios and separately managed accounts. Genny earned a B.B.A. in Finance, Investment & Banking and a Certificate in International Business from the University of Wisconsin, Madison. She holds the designation of Chartered Financial Analyst. C11% Alayne Marie Sampson rA Senior Portfolio Strategist Alayne Marie Sampson joined Chandler Asset Management in 2022 as a Senior Portfolio Strategist. She is a member of the Investment Management Team and participates actively in the portfolio management process as well as builds and maintains client relationships. Alayne has over 20 years of investment and financial experience. She focuses on identifying and communicating key investment -related themes and trends for implementation into fixed income strategies for local government and institutional clients. Prior to joining Chandler, Alayne was a Senior Short -Term Credit Analyst, where she was responsible for fundamental credit analysis of commercial paper issuers for a $135 billion cash portfolio. Other roles include Business Project Manager, TAP Associate, and Senior Business Systems Analyst. Alayne is a court-appointed special advocate in Los Angeles and serves as a board member on Finance and Audit committees. She is a Vice Chair of Finance Committee. Alayne is a graduate of Cornell University with her B.A. in Women's Studies in 2000. ,AN"k Karl Meng _ Portfolio Strategist ., Karl Meng joined Chandler Asset Management in 2022 as a Portfolio Strategist. He is a member of the Investment Management Team and participates actively in the portfolio management process as well as builds and maintains client relationships. He focuses on identifying and communicating key investment - related themes and trends for implementation into clients' portfolios. Karl has over 14 years of Institutional Sales & Trading experience specializing in Federal Agency Fixed Income products, Mortgage -Backed Securities, and US Treasuries. Prior to joining Chandler, Karl was a Vice President for Vining Sparks IBG LP, where he was responsible for establishing and maintaining trading relationships with Government Entities and Institutional Asset managers. Karl is a graduate of San Diego State University with his B.A. in Economics. He holds the FINRA Series 7 and Series 63 licenses. Stephen Church rao) Assistant Portfolio Manager Stephen Church joined Chandler Asset Management in 2022 as an Assistant Portfolio Manager. He is responsible for supporting the investment management team with portfolio and fixed income research as well as assisting with trading and reporting issues. Previously, Stephen worked as an Associate Portfolio Manager at Hearthstone Wealth Management where he provided research on economic and market conditions, trends, asset classes, individual investments, and investment strategies as well as assisted in investment model construction, implementation, management, and maintenance. Prior to working at Hearthstone, he worked at Fisher Investments as a Research Analyst within the Portfolio Evaluation Group. Stephen graduated from the University ofArizona in 2012 with a B.S. in Business Administration. Stephen currently pursuing the Chartered Financial Analyst° designation. Xt _ Charlotte Powell Associate Portfolio Manager Charlotte Powell is Associate Portfolio Manager at Chandler Asset Management. She is responsible for supporting the investment management team with portfolio and fixed income research as well as assisting with trading and reporting issues. Charlotte joined the firm in 2021. Previously, Charlotte worked as an Investment Analyst at Lingerfelt Commonwealth Partners where she was responsible for asset valuations and analyzing fund performance. Prior to working at Lingerfelt, she spent a summer at Morgan Stanley working on their Institutional Equity Client Coverage team. Charlotte graduated from Virginia Tech in 2019 with B.S. in Finance. While at Virginia Tech, she was a Financial Sector analyst forthe Student - managed Endowment for Educational Development, which managed over $5 million of the University's endowment long -only in equities. Charlotte is currently pursuing the Chartered Financial Analyst® designation. Kara Raynor -Sanchez Associate Portfolio Strategist Kara Raynor -Sanchez joined Chandler Asset Management in 2012 and is an Associate Portfolio L Strategist. As a member of the Investment Management team, she actively participates in the portfolio management process with a focus on building and maintaining our client relationships. Kara focuses on identifying and communicating key investment -related themes and trends for implementation into local government and institutional client portfolios. Kara held various roles working in administration and client service departments prior to accepting the position of Client Service Director. She graduated with her B.A. in communication, with emphasis in public relations from the University of the Pacific and earned her M.A. in communication from San Diego State University. Kara was awarded the CFA Institute's Investment Foundations Certificate (formerly Claritas) Investment Certificate) in 2013. She holds the FINRA Series 65 license. Relationship Management and Client Service Aneil Murthy Relationship Manager xy ; Aneil (Neil) Murthy is Relationship Manager and joined the firm in 2020 with 11 years of experience in finance servicing public agency and institutional clients. Neil's area of focus is on the development of client relationships in the public sector, and he serves as a relationship manager for existing clients throughout Northern California. Prior to joining Chandler, Neil was a Relationship Manager for BNY Mellon Corporate Trust's Public -Not -For -Profit segment which was dedicated exclusively to California. Neil's responsibilities included ensuring satisfaction for the bank's high-value clients and seeking out new opportunities. In this role, Neil serviced California cities, counties, special districts, and transportation authorities and gained a broad understanding of the specific investment needs and financial challenges these entities face. Neil also worked for The Hartford Financial Services and served in a variety of client -facing roles. Gil Neil is a graduate of the University of Connecticut with a B.A. in Political Science and earned an M.B.A. from Post University. Stacey Alderson, CTP Client Service Director Stacey Alderson joined Chandler Asset Management in 2014 and is a Client Service Director. Stacey oversees the daily responsibilities of the Client Service team including client communication, client reporting, and review/processing of client requested account activity. Stacey collaborates with all departments at Chandler to respond to account -related questions and changes, as well as coordinates the onboarding process of new client accounts. Stacey serves as a liaison between clients and the Chandler team to facilitate the onboarding of new client accounts, proactively schedule client meetings, maintain existing client relationships, create and distribute client reports, and respond to client -generated requests. In addition, Stacey has significant expertise in assisting clients with cash flow analysis and in developing and maintaining cash flow projections within theirtreasury management operations. Stacey began working in the financial services industry in 1998 through positions in both banking and asset management. She earned her B.A. in business administration with an emphasis in accounting from the University of Montevallo. Stacey has received the AFP designation as a Certified Treasury Professional (CTP). Ryan Tauber Managing Director, Business Development Ryan Tauber joined Chandler Asset Management in 2020 and is Managing Director, Business Development. In his role, he is responsible for leading business development which includes the sales and marketing functions for the firm, as well as leveraging our past successes to expand our client base into other institutional and public agency opportunities. Ryan brings 22 years of experience in the financial services industry. Priorto joining Chandler, Ryan held roles with Morgan Stanley, Bank of America, and Union Bank where in addition to business development, his responsibilities included directing both strategy and risk -related functions. Ryan is a graduate of the University of Southern California where he received his degree in Finance from the Marshall School of Business. In addition, he received his M.B.A. from Pepperdine University. OR Firm Administration, Compliance, Administration and Operations Nicole Dragoo, JD, IAACP President Z I Nicole Dragoo serves as President of Chandler Asset Management. She joined the firm in December 2001 in an operations role and served as COO and Chief Compliance Officer from January 2008 to March 2021. Nicole currently oversees firm operations as well as the legal, compliance and administrative functions. Nicole has held various roles working in and managing operations prior to accepting the responsibilities of COO and CCO. Before joining Chandler, Nicole served as a Trading Associate on the institutional fixed income sales desk at Merrill Lynch. Nicole earned her B.A. from the University of San Diego in business economics and her J.D. from the University of San Diego School of Law. She is a member of the State Bar of California, the San Diego County Bar Association, the Southern California Compliance Group, and the Women in Institutional Investments Network. She has also been an active member of Vistage International participating in various key groups since January of 2010. Additionally, Nicole holds the designation of Investment Adviser Certified Compliance Professional (IACCP) and was awarded the 2017 Governance Professional of the Year (small to mid -cap) by Corporate Secretary. Joseph Kolinsky Chief Compliance Officer AJoseph Kolinsky joined Chandler Asset Management in January 2020 and assumed the role of Chief Compliance Officer in April 2021. He provides day-to-day guidance and compliance monitoring of the firm's regulatory environment and the legal framework governing SEC -registered investment advisors. Joseph also assists the firm's President with the oversight functions within the firm and administering all aspects of the compliance program. Joseph has 30 years of investment management experience, with 23 of these years being in internal audit and investment company/investment advisory compliance positions. Prior roles include Chief Compliance Officer and Head of Operations with 13D Management in New York City, and Director of Fund Compliance for Pacific Life. Joseph earned his B.A. in Economics from Iona College. Michael Ramos Operations Director Michael Ramos is Operations Director at Chandler Asset Management. He is responsible for leading the Investment Operations team and managing the firm's financial systems. Mike oversees trade processing, trade settlements, investment accounting, account reconciliation, market data, data integrity, systems administration, and client reporting. He joined Chandler Asset Management in 2004 as an Operations Associate. His previous experience includes financial accounting and reporting. Mike earned his B.S. in business administration with a specialization in finance from California State University, San Marcos in 2003. In 2009, he received his M.B.A. in finance from National University. 0 Appendix C ACORD Certificate of Liability Insurance Client#: 62001 CHANDAST ACORDT. CERTIFICATE OF LIABILITY INSURANCE DATE (MWDD/YYYY) 107/29/2021 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 have ADDITIONAL INSURED provisions or 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Starkweather & Shepley PO Box 549 NAME: CONTACT Connie Roussel wcDN� E ; 401 435-3600 AX Na; 401 431-9657 no"n ess: crousselC starshep.com Providence, RI 02901-0549 INSURER(S) AFFORDING COVERAGE I NAIC # 401 435-3600 INSURER A: Travelers Insurance Company 25674 INSURER B: Hartford Fire Insurance Company 19682 INSURED Chandler Asset Management Inc 6225 Lusk Boulevard INSURER C: Endurance Risk Solutions Assurance 43630 Houston Casuals 42374 INSURER D : Y San Diego, CA 92121 INSURER E: Scottsdale Insurance 41297 INSURER F: Everest National 110120 PREMISESOERENTED a"."encg $1 Q00 pl]0 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. INSLTR LTR TYPE OF INSURANCE ADDt'SUB INSR � POLICY NUMBER POLICY 1 onryYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 6802CO796052142 )9/01/2021 09/0112022 EACH OCCURRENCE $ 2 000 000 � PREMISESOERENTED a"."encg $1 Q00 pl]0 CLAIMS -MADE OCCUR MED EXP (Any oneperson) s5,000 PERSONAL & ADV INJURY s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRO - POLICY JECT F1 LOC PRODUCTS - COMP/OP AGG s4,000,000 OTHER: AUTOMOBILE LIABILITY $ A BA41V1159572142 39101/2021 09/01/202 5.0-eB.M.11 SINGLE I.WiT $1,000,000 AUTOBODILY INJURY (Per person) $ OWNED SCHEDULED IXANY AUTOSONLY AUTOSHIRED BODILY INJURY (Per accident) $ NON -OWNED X PROPERTY DAMAGEAUTOS ONLY AUTOS ONLY Per acrJtl¢n rive Oth Car $ A X UMBRELLA LIABX CUP2CO8502242 )9/01/2021 09/01/202 EACH OCCURRENCE $10,000,000 EXCESS LIAB OCCUR CLAIMS -MADE AGGREGATE $10,000,000 DED I I RETENTION $ 02WECCR2756 09/01/2021 $ B WORKERS COMPENSATION WORKERS 09/011202 X (PERT 777H - AND EMPLOYERS' LIABILITY YI N ANY PROPRIETORIPARTNER/EXECUTIVE EL EACH ACCIDENT $110001000 OFFICER1MEMSER EXCLUDED? FN N I A (Mandatory In NH) E L DISEASE - EA EMPLOYEE $1,000,000 byes, describe under DESCRIPTION OF OPERATIONS below 08DCO21984521 ~ E L DISEASE -POLICY LIMIT $1,000,000 B Prof Liability 38/0212021 08/0212022 10,000,000 D Cyber Liab H21NGP209731 38/02/2021 08/02/202 4,000,000 B Crime I I I 08FA024546721 8/02/2021 08/02/202 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) " Other Lines Information " E: Employment Practices Liability EKS3390388 Eff Date: 08/02/2021Exp Date: 08102/2022Limit: $1,000,000 C: 1st Excess Prof Liability FIX30001867801 Eff Date: 08/02/2021Exp Date:08/02/2022Limit: $10,000,000 F: 2nd Excess Prof Liability FL5EX00728211 Eff Date: 08/02/2021 Exp Date: 08/02/2022 Limit: $10,000,000 (See Attached Descriptions) GER I IF IGH I E HOL]ER Chandler Asset Management, Inc 6225 Lusk Boulevard San Diego, CA 92121 ACORD 25 (2016/03) 1 Of 2 #S1765187/M1765092 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 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LMV DESCRIPTIONS (Continued from Page 1) SAGITTA 25.3 (2016/03) 2 Of 2 #S1765187/M1765092 Appendix D Global Investment Performance Standards (GIPS°) and Verification Letter -0 W E T( V) O CD T 4-j c r"1 E O U 0 cn 0- M p o y v> LL a a a) E m `k O) L U j O O U m 7 m a) LL 7+ L U) a 2i a N Y U) ++ 7 a a c N L a) a y a) a E a) y 0 w C U m m O m 0 U> m i O C - >. Q 7� Q l6 a) C N a U N m a) a) U Q O L Q Q p U p U Q' a O EO t N = a L N a) a p F Q V) i Q LLL Q w m oU m a U m '� o m L ii E a) > N o ,: c o N N C9 o is Y N N m° o a U m m Y Q o Y N Q Q m E O v E L > w o E o o Q o a U iL U Q Qa 3 O o a co C y 0 Q m N Q O N o O U a) y .... a W O +L.. 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O '0O C p -O O 4 -; +L+ m v 0 E ` O C vi } Y E N O > vUi v U C N '6 E � c a°01 v m a) E L m c .0 C c Q) a U UO �c o v p Q U C o v L v v O O O s+ v al c o u > v > 3 y V y - C m m v v v oD f° w o E m E E av c �, -a c w v - ami c m o C m m Q f6 O _ U O L a/ C Y C — of L m > m cc Q a N y a1 al 3 o m � _ c 4Ffp 3@ " O -> O o .L.+ v O Y m N v v.> E N_ E a o o c- v v o u n m v ° o v > u m v -O u ,� c u x vti v m c vx o o m m w - u o v m ,L., Q Qm Nvv N -p �i- y -u al ++ O v C a a� W -m O U~ -O C > v 9 O� aC+ O E c m ° v m E L O v D v v ° > N c _- Q al C C ++ > v O E -° E O O V E m o m fb U C O .> y C u -6 aj — C y > m - -0 ' an cw pp = m v O- f9 °- E y C aJ aJ Q m s� O ° E .. C Q` O O y -o a1 C O'v my N v 20 2 0 �'� °.v Y _ In E > O ++ c v C -O` ° Q -0 -m0 ma EN FxE ac -mm -c Omv C u v SEm> mcX C vvCE aO o c v 3 -°o v>r6 > v uv E m yyuumv u v oE vc v v u a - a ` ° m UC O C m i u v N O v N O C ro y0 a! m Q aJ °? O N v OD E Q -O C OD v u +L+ u .0 N al a= -O C `O w ._ C m �� v- m O aJ al C -6 3 a o N v— f0 m Q 4! a L v O .0 m ° 'q __ x E `O N 0 O C 1° c u `" Q L v v Q m m CJ °O> .0 rm+ p `- TD c L E > m o ` o o m c m v v c v m c� 3 o t°wl m E -o L _O Q in O U C O Y C> O v a1 L a u N 3 O N r• a1 C.0 C Y d C O U OO 3 3 u m u u O v L m 0 m m E 'v p O O (U N c to O a 7 v L 0 u_ v L m 7 C J .0 al Y a1 Q c al Q L v U v C E C .0 E ° E m —= N OD al 0 7 ++ U N m al > u L m O C Y .O U J Q w U c v ofl a L aJ m L m L v al 3 -° u c 2- o U U m a v m m v ELL m m m m i .` `o� 0 c O O Q O - m C y E N co o c m v ° a� E v� E o o v E Ea v v v an > O Q L i v o Y O - 00 Y N> al Ql Q .N O — Uv N C m m Ofl C_ ++ a.) - O aJ u a) Y> v Y> u Q O al m m C C m m C v (O O C C al Li O N> C ` al U V m LL O c 7 0 3 Q m O C cO m= O C X C u C C x m C a aJ O N >" .0 y U L.L D > C c O O V al v m c u 0 v v E-0 0� E o E-0, v m V r `o v a -o o v v E a m y -6 eD v `— w . U W c y— W aJ .0 Q N 11 a) -O H Ql L O 00 O c O Q) C v Q > ,O O U m m> Y c 00 UJ 5 C U OD .0 a, 'r • L o 8- ° E a C7 ovn > �_ v o a) `u u 3 m y �_ 3 v 3 u Q -o ¢ c m° E Q C Y v m v w u C a v¢ ai -o i I`v v C v m .- m x In -O } C ` aJ w E c 0 v m a> v O v m vi - OC v O '- ` O -0 'U ° Ln O 0 U C� C m-2> N O _ Q L 2 7> m v v v E v Ev Q °c° o m v L '� cu`o o yN al ° E DD O v u a1 7 C> Q Y ° u L U C w O m v UC ° J i0 C m— Q-0'm>Q oo> � E o c m° C`a E E iEiY c u m °o v oyon > a c E u cu - E a1 C al w >i Q 41 m aJ m UC E`O o D m O .�C a VL .O Q �Q~U m°E0-.- .oCm 0V -00 v E O O °- E aaO E O u C p v E v> v>-'° L w O L O L C Do C m@ U u u m L v s E O Q v o a N y m a1 O C '^ L a z U._ o f al al L X u F ,4 N ML!; C lD f� W cQ.� -aj - 1 v Z ,C O Appendix E Important Disclosures ICE BofA 3 Month US Treasury Bill Index The ICE BofA 3 -Month US Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. At the end of the month that issue is sold and rolled into a newly selected issue. The issue selected at each month-end rebalancing is the outstanding Treasury Bill that matures closest to, but not beyond, three months from the rebalancing date. ICE BofA 1-3 Year US Treasury Index The ICE BofA 1-3 Year US Treasury Index tracks the performance of US dollar-denominated sovereign debt publicly issued by the US government in its domestic market. Qualifying securities must have at least one year remaining term to final maturity and less than three years remaining term to final maturity, a fixed coupon schedule, and a minimum amount outstanding of $1 billion. Qualifying securities must have at least 18 months to final maturity at the time of issuance. ICE BofA 1-5 Year US Treasury & Agency Index The ICE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody's, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies. Source ICE Data Indices, LLC ("ICE"), used with permission. ICE permits use of ICE indices and related data on an "as is" basis; ICE, its affiliates and their respective third -party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE Data, its affiliates or their respective third -party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an "as is" basis and licensee's use is at licensee's own risk. ICE Data, its affiliates and their respective third party do not sponsor, endorse, or recommend Chandler Asset Management, or any of its products or services. This report is being provided for informational purposes only. No investment decision should be made based solely on the information provided herein. All investments involve risk, including loss of principal invested. The strategies referenced may not be suitable for all investors. The information contained herein is based on internal research derived from various sources and does not purport to be statements of all material facts relating to the strategies. While not guaranteed as to accuracy or completeness, some of the information has been obtained from sources we believe to be reliable. Third -party source information is provided by independent sources deemed to be reliable but is not guaranteed. Opinions expressed herein are subject to change without notice. There can be no assurance that an account or specific investment product will be able to achieve its investment objective. No guarantee of investment performance is being provided and no inference to the contrary should be made. Fixed income investments are subject to interest, credit, and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates. Index Descriptions and Disclosures 1 I P a g e C�! 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O x v (U U � J 4) N Q fZ Q E E Q Ira Ln a '5 0 0 m y v E c y m c a o Q 0-0 `o Q � � U E m N t N m O Eou� C O C Q O y a) y y � LO ,C .2- N N N � y N''CC r Q ULD Q h y d U O � m y.3 €�o O y m m a � 3 � U U t m y m U U Q ip 7 � m y p U O O � y C m o �a Q m y ayi $ N O m U � � N C y � U U G y C O C G � m C U N y � E 2 m y C u m o E � y � c U m U y _ y p U m Q C � d m � d r a 0 0 0 O y Oa G m j m o O o 0 Q) O O _U H ~ U C mc y m mm a y � O m y y m N `I H y y o `m' o O y Q. p E2 S a N -- m G •O --I 3 z W O w Q o � u o m ^ w p N a u n n a E E a a O W= ` °LL u° N W M Ln0 0 4 o O N O O 6 0 00 N N O Z Z ul ul \ \ z z Ln IA 0 0 M O O 0 0 0 0 N O O 6 0 1z J ti W C U. 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Y N Y Y Y w N 0 O O O O O m O f0 O O O m O O O O O Z Z Z Z Z u Z u Z Z Z u Z Z Z Z Z aJ aJ a1 a1 al al al al aJ aJ al al al al aJ al aJ Z aJ aJ aJ al al aJ al al a1 aJ al a1 O) aJ aJ al aJ y n d Q O_ a d Q d a n Q d ol O. a Q r1 N E E E E E E E E E E E E E E E E E N N ro m ra m m r0 r0 m r0 m m r0 N m r0 r0 tn LA un U) In Lf) rn In Ln In rn LA ul LA rn In In CL a a a a a a a a a a a a a a a a > > > M > > > u u u u u u u u u u u u u u u u u 1 Q a a s d m Q Q Q a s a a m Q a s LAE E E E E E E E E E E E E E E E E 7 ro ra ,o ro ro m ra ra ra r0 ro ra r0 r0 ra ra ro u en en In Ln Ln m In cn m Ln rn vi v1 Ln Ln Ln rn �a U v � v `awaY �Q+��E •" r v o v o Q a c a O H 3 C O Q, t3 Qt, G a � v u O O u vU� aCi �O U O u � a H 42 c d H O y O Qj a, U G C G O U O Q, N C O C, C O C C N G C v _O N N x p O C Q a, o a, U RX E O Q = O a o . 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Y N Y Y Y w N 0 O O O O O m O f0 O O O m O O O O O Z Z Z Z Z u Z u Z Z Z u Z Z Z Z Z aJ aJ a1 a1 al al al al aJ aJ al al al al aJ al aJ Z aJ aJ aJ al al aJ al al a1 aJ al a1 O) aJ aJ al aJ y n d Q O_ a d Q d a n Q d ol O. a Q r1 N E E E E E E E E E E E E E E E E E N N ro m ra m m r0 r0 m r0 m m r0 N m r0 r0 tn LA un U) In Lf) rn In Ln In rn LA ul LA rn In In CL a a a a a a a a a a a a a a a a > > > M > > > u u u u u u u u u u u u u u u u u 1 Q a a s d m Q Q Q a s a a m Q a s LAE E E E E E E E E E E E E E E E E 7 ro ra ,o ro ro m ra ra ra r0 ro ra r0 r0 ra ra ro u en en In Ln Ln m In cn m Ln rn vi v1 Ln Ln Ln rn �a U v � v `awaY �Q+��E •" r v o v o Q a c a O H 3 C O Q, t3 Qt, G a � v u O O u vU� aCi �O U O u � a H 42 c d H O y O Qj a, U G C G O U O Q, N C O C, C O C C N G C v _O N N x p O C Q a, o a, U RX E O Q = O a o . C O O t O o 0 o a a o o U o QS o � v U F Q o � c a° 0 0 0 O W O O j o v o QS' Qj aQ v s ON Q zi a 3 G O p Y � O O N t csU j al i_ Q 4 n u a c a, a o !,1 .2 O O C j U L ar °� a yo 0 U O C G a v o a, C O Q u O N O O O i o ti G Q Qa v 1` W O W ' 1.t. G t y C O w n cu Q a s rn o o v3 Gt {= o 0 Q, u o a o a °� 3 3IE m ai tloa z Z 2 Z O u c E cum cr_ C ai v u CA 4a @ E $ � 4A 2 / rq m � > / .2 § U- n 0 � ® � � � . AM d CL E IA ) § § § § Ln \ } / / \ rl m \ % $ k /tn \ 6 zt / ) § § § § lu CL \ / § / A 7 2 k Li k a Ln 0 Ln / / / \ rl m \ % $ lu CL \ / § / A 7 2 k Li k a Ln 0 Ln §}\ j rl \ % $ 6 zt / lu CL \ / § / A 7 2 k Li k a Ln 0 Appendix G Proposed Additional Terms C� 01% CHANDLER ASSET MANAGEMENT PROPOSED ADDITIONAL TERMS SPECIFIC TO INVESTMENT MANAGEMENT RELATIONSHIP 1. Client Representative. In its capacity as investment manager, Chandler shall receive all instructions, directions and other communications on Client's behalf respecting Client's account from (Representative). Chandler is hereby authorized to rely and act upon all such instructions, directions and communications from such Representative or any agent of such Representative. 2. Investment Policy. In investing and reinvesting Client's assets, Chandler shall comply with Client's Investment Policy, which is attached hereto as Exhibit A. 3. Authority of Chandler. Chandler is hereby granted full discretion to invest and reinvest all assets under its management in any type of security it deems appropriate, subject to the instructions given or guidelines set by Representative. 4. Notices. All reports and other communications required hereunder to be in writing shall be delivered in person, or sent by first-class mail postage prepaid, by overnight courier, by confirmed facsimile with original to follow or by confirmed electronic mail with proof of receipt to the addresses set forth below. Either party to this Agreement may, by written notice given at any time, designate a different address for the receipt of reports and other communications due hereunder. Chandler Asset Management Attn: Operations Dept. 6225 Lusk Boulevard San Diego, CA 92121 Client Representative 5. Electronic Delivery. From time to time, Chandler may be required to deliver certain documents to Client such as account information, notices and required disclosures. Client hereby consents to Chandler's use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and Client agrees that such notification will constitute "delivery". Client further agrees to provide Chandler with Client's email address(s) and to keep this information current at all times by promptly notifying Chandler of any change in email address(s). Client email address(s): 6. Proxy Voting. Chandler will vote proxies on behalf of Client unless otherwise instructed. Chandler has adopted and implemented written policies and procedures and will provide Client with a description of the proxy voting procedures upon request. Chandler will provide information regarding how Clients' proxies were voted upon request. To request proxy policies or other information, please contact us by mail at the address provided, by calling 800-317-4747 or by emailing your request to info@chandlerasset.com. CHANDLER ASSET MANAGEMENT 7. Custody of Securities and Funds. Chandler shall not have custody or possession of the funds or securities that Client has placed under its management. Client shall appoint a custodian to take and have possession of its assets. Client recognizes the importance of comparing statements received from the appointed custodian to statements received from Chandler. Client recognizes that the fees expressed above do not include fees Client will incur for custodial services. 8. Valuation. Chandler will value securities held in portfolios managed by Chandler no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by Chandler to reflect fair market value. 9. Investment Advice. Client recognizes that the opinions, recommendations and actions of Chandler will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that Chandler acts in good faith, Client agrees that Chandler will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws. 10. Payment of Commissions. Chandler may place buy and sell orders with or through such brokers or dealers as it may select. It is the policy and practice of Chandler to strive for the best price and execution and for commission and discounts which are competitive in relation to the value of the transaction and which comply with Section 28(e) of the Securities and Exchange Act. Nevertheless, it is understood that Chandler may pay a commission on transactions in excess of the amount another broker or dealer may charge, and that Chandler makes no warranty or representation regarding commissions paid on transactions hereunder. 11. Other Clients. It is further understood that Chandler may be acting in a similar capacity for other institutional and individual clients, and that investments and reinvestments for Client's portfolio may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar. Accordingly, it is agreed that Chandler will have no obligation to purchase or sell for Client's account any securities which it may purchase or sell for other clients. 12. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for Chandler to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties. 13. Receipt of Brochure a«d Privacy Policy_. Client has received the disclosure statement or "brochure" and "brochure supplement" also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). Client has received a copy of Chandler's Privacy Policy. EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' compensation insurance, the insurance policies shallbe specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT's insurance policies shall be "primary and noncontributory" with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as Rev. 0822 B- I ISO form CG20 0104 13. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or workers' compensation in their text or by endorsement, coverage for 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. 08.22 B-3 RAP A! <0 y0 �rY WITH Pthh CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Finance Project Manager: Claire Coleman Contractor Name: Chandler Asset Management Contractor's Contact: Aneil "Neil" Murthy Extension: 2474 ❑ FPPC: Check if Contractor/Consultant must file Form 700 Contact's Email: amurthy@chandlerasset.com Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 10/6/2022 10/6/2022 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 10/18/2022 and return to Project Manager 10/18/2022 ® _GC_ b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ® GC 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to Click here to contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 11/7/2022 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed (' (q/Ij jam/ agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized l official City Clerk / rr �D as 10 _ Attest signatures, retains original agreement and forwards copies to Project Manager