Emeryville City Council
July 19, 2022

C A L I F O R N I A

P R O F E S S I O N A L S E R V I C E S C O N T R A C T

F O R C I T Y U S E O N L Y
Contract No. CIP No.

Resolution No. Project No.

REV 06/2020
THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and CHANDLER ASSET MANAGEMENT (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H T H A T
WHEREAS, the City desires to engage Contractor for Investment Management and Advisory Services; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:

1. SCOPE OF SERVICES AND TERMINATION DATE

1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.

1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on JUNE 30, 2025. The Parties may, by mutual, written consent, extend the term of this Contract.

2. WORK CHANGES

2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.

2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.

2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.

3. COMPENSATION AND METHOD OF PAYMENT

3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.

3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed TWO HUNDRED SIXTY THOUSAND DOLLARS AND NO CENTS ($260,000), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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mail charges, photocopying and microcomputer time shall be at cost. Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden. Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.

4. COVENANTS OF CONTRACTOR

4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.

4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.

If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
REV 06/2020

4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.

4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.

4.5 Records, Reports and Audits

4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.

B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.

4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.

4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.

4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.

4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.

4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.

All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.

4.10 Key Personnel
All of the individuals listed in Exhibit A are necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
REV 06/2020

without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.

4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.

4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.

4.13 City Labor Requirements

4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is  required /  not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.

4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
REV 06/2020

Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.

4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.

4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $17.43 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.

4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.

4.14 California Labor Requirements

4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
REV 06/2020

employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).

The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.

Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.

4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.

5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.

B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.

C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.

D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.

E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.

F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.

6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.

7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
REV 06/2020

8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.

9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.

The prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.

10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.

11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.

12. NOTICES

12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Brad Farmer for the City and Carlos Oblites for the Contractor:

CITY CONTRACTOR
Brad Farmer, Finance Director
Phone No: 510-596-4352
E-Mail : [email protected]
Carlos Oblites, Senior Portfolio Strategist
Phone No: 415-798-5586
E-Mail : [email protected]
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:

CITY CONTRACTOR
Christine Daniel, City Manager
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4371
E-Mail : [email protected]
with a copy to:

Brad Farmer, Finance Director
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4352
E-Mail : [email protected]
Nicole Dragoo, President
6225 Lusk Blvd.

San Diego, CA 92121
Phone No: 858-546-3740
E-Mail : [email protected]

13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.

14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.

16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.

Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.

18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is  required /  not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.

SIGNATURES ON FOLLOWING PAGE
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA City of Emeryville | Professional Services Contract
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19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.

Approved As To Form:

City Attorney
Dated: CITY OF EMERYVILLE
Christine S. Daniel, City Manager
Dated: CHANDLER ASSET MANAGEMENT
(Signature)
Nicole Dragoo, President
Attach:

W-9 Form
Attach:

Business License Certificate
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 07/01/2022

EXHIBIT A

SCOPE OF WORK, ADDITIONAL TERMS AND COMPENSATION
Contractor will provide the following services to City:

Investment of Funds
Contractor will 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
Contractor will 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. Contractor will also make periodic written and oral reports to the City Council and City Committees.

Evaluation of Investment Policy
Contractor will 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 Finance Director, City Manager, and Budget Committees prior to submission to the City Council.

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.

ADDITIONAL TERMS

1. Investment Policy. In investing and reinvesting City’s assets, Consultant shall comply with City’s Investment Policy, which is attached hereto as Exhibit D

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 the City.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

3. 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 which is subject to the City’s approval. Consultant will provide information regarding how City’s proxies were voted.

4. 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.

5. Valuation. Consultant will value securities held in portfolios managed by 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.

6. 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.

7. 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.

8. 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.

9. 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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

COMPENSATION
City shall compensate Consultant monthly an amount calculated on the average market value of City's portfolio, including accrued interest, in accordance with the following schedule:

The fees expressed above do not include any custody fees that may be charged by City's bank or other third-party custodian.

Fees for the first year of the contract are capped at $40,000, with the understanding that Chandler will only be responsible for investing and managing $50,000,000 of the City’s total available investment portfolio for the initial twelve months of the engagement.

Starting in the second year and beyond, Chandler will be responsible for investing the funds held with the City’s custodian, US Bank, and will not invest or manage any funds of the Successor Agency to the Former Redevelopment Agency of the City of Emeryville. Fees after the initial twelve months will be calculated using the fee schedule above. Fees after the initial twelve months are capped at $110,000 annually.

Fees shall be prorated to the effective date of termination based on actual days elapsed, and any unearned portion of prepaid fees shall be refunded. City is not required to pay any start up or closing fees; there are no penalty fees.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA CHANDLER ASSET MANAGEMENT, INC.
7250 Redwood Boulevard, Suite 300
Novato, California 94945
Direct: 415-798-5586, Toll free: 800-317-4747
[email protected] | chandlerasset.com
Request for Proposal

CITY OF EMERYVILLE

INVESTMENT MANAGEMENT AND

ADVISORY SERVICES
DUE: July 23RD, 2021, 3 PM
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA July 23, 2021
City of Emeryville
Attn: Brad Farmer, Finance Director
Submitted via email: [email protected]
RE: Request for Proposals – Investment Management and Advisory Services Chandler Asset Management, Inc.

Dear Mr. Farmer, Finance Department Staff, and Council Members 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 Emeryville. Chandler has been a best-in-class investment adviser for public agencies in the State of California for over three decades and has a significant presence managing portfolios for neighboring cities and other local governments in the Bay Area and Northern California region. Our deep expertise and experience in managing investment funds in support of a city’s broader financial management uniquely qualifies us to assist your staff with the range of investment services you seek.

Chandler serves one hundred twenty-five (125) local governments in the State of California and manages over $6 billion for California cities. We manage funds on behalf of our clients from our headquarters in San Diego where we have successfully managed investment programs for California public entities for the last thirty-three years. 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 not only meeting but exceeding your expectations for investment management of the City’s funds as a fiduciary as well as for client service during the engagement. We will be proactive in our communication with you and your staff and look forward to attending frequent, in-person meetings with the City’s Finance Director, finance and accounting staff, and Council.

We have reviewed the City’s investment program and believe that we can add significant value through the strategies summarized below, and explained in greater detail in our proposal:
• Provide discretionary investment advisory services for the City’s funds as a fiduciary to ensure sufficient liquidity for cash flow needs and enhance the potential for increased earnings; • Confirm that the City’s investment policy complies with California Government Code (“Code”), encompasses the latest industry best practices, and meets the City’s preferences for ensuring safety and liquidity while optimizing investment return; • Work with City staff to analyze cash requirements in order to optimize the allocation between funds needed for liquidity and funds that can be invested in longer-term investment strategies designed to optimize return; and
• Develop a comprehensive investment strategy that supports the City’s financial goals, current budgetary objectives, and long-term general plan. The strategy will seek to increase interest income as well as protect and enhance portfolio market value by actively diversifying sectors, issuers, and maturities.

Our commitment to providing personalized client service is equal to our commitment to meeting investment objectives, and is reflected in the following:
7250 Redwood Boulevard, Suite 300 | Novato, CA 94945 | Phone 800.317.4747 | chandlerasset.com DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA We understand your investment perspective. Since its inception, Chandler’s foundations have been rooted in the public sector. The firm’s founder, Chief Executive Officer, and investment staff members served as investment officers of large California public agencies with the same objectives for their investment programs that guide our firm today. We understand that the investment program must support the City’s financial goals while enhancing safety and liquidity within a framework of legal conformity. Chandler’s significant expertise in safeguarding our clients’ funds while generating compelling risk-adjusted returns over many market cycles highly qualifies us to meet the needs of this engagement.

We are experts in California public agency investing. Chandler’s investment and client services professionals are experts in all applicable federal laws and California Government Code as they pertain to the investment of public funds. Carlos Oblites, Senior Portfolio Strategist and Jayson Schmitt, CFA, Deputy CIO, have decades of public sector investment experience and are active in organizations relevant to public fund investment best practices, including the Government Finance Officers Association (GFOA), the California Society of Municipal Finance Officers (CSMFO), the California Debt and Investment Advisory Commission (CDIAC), the California Municipal Treasurers Association (CMTA), and the CFA Institute. Our staff members are highly regarded industry experts and frequent participants, speakers, and sponsors at industry conferences and events across California as well as nationwide. Furthermore, Carlos is located in Marin County, and will be available to your staff daily. Neil Murthy, Relationship Manager will provide engagement management and client service from the firm’s second office in the Bay Area, located in Walnut Creek.

We are committed to client success. We are dedicated to our duty as fiduciaries to our clients and understand the public role that your treasury staff has in the stewardship of taxpayer funds. The firm invests in industry leading technology and resources that assist our investment professionals to develop both long-term and short-term strategies that are significant to the overall financial program. Our reports provide transparency of the entire investment program, and we commit the full resources of the firm to ensure your success. We are immensely proud of our client retention record, which we attribute to our belief that “if we do what is right for our clients, our own success will follow.” As the firm’s CEO and Chief Investment Officer, I am authorized to bind the firm and to act in this capacity.

I certify that all the information provided in our proposal is accurate, firm, and irrevocable, and shall be valid for a period of at least ninety (90) days from July 23rd, 2021. In addition, I confirm that we have received the City’s responses to proposers’ questions and have reviewed the information provided.

If you have any questions during the proposal evaluation period, please do not hesitate to contact Carlos Oblites, Senior Portfolio Strategist directly at (415) 798-5586, toll free at (800) 317-4747 or via email at [email protected].

Sincerely,
CHANDLER ASSET MANAGEMENT, INC.

Martin D. Cassell, CFA
CEO, Chief Investment Officer
7250 Redwood Boulevard, Suite 300 | Novato, CA 94945 | Phone 800.317.4747 | chandlerasset.com DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Request for Proposals for
Investment Advisory Services

CITY OF EMERYVILLE, CALIFORNIA

TABLE OF CONTENTS
FIRM BACKGROUND AND ORGANIZATION................................................................................................1 EXPERIENCE .............................................................................................................................................3 PERSONNEL .............................................................................................................................................5 ASSETS UNDER MANAGEMENT ................................................................................................................5 INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE........................................................................7 REPORTING............................................................................................................................................13 FEES.......................................................................................................................................................16 REFERENCES ..........................................................................................................................................17 ADDITIONAL INFORMATION...................................................................................................................17

CHANDLER APPENDICES
Form ADV, Parts 1 and 2................................................................................................................................Appendix A ACORD Certificate of Liability ........................................................................................................................Appendix B Professional Biographies................................................................................................................................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 GASB 40 and 72 Reports................................................................................................................................ Appendix F Proposed Additional Terms to Investment Management Agreement......................................................... Appendix G DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 1 | Page
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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, and if so, please describe. Please provide number and location of affiliated offices.

Chandler Asset Management, Inc. (“Chandler”) is an SEC-registered investment adviser focusing on the management of high-quality fixed income portfolios for the public sector.. The firm specializes in managing funds for local governments seeking to achieve safety, liquidity, and return. Our risk management practices and relationship-based approach to investment management have led to our firm’s solid growth, and we currently manage $22.7 billion in assets under management as of March 31, 2021. We work closely with our clients to address specific investment objectives and risk tolerances as they relate to overall sound financial management, while maintaining the focus and discipline to help guide portfolios through challenging market cycles.

Chandler was founded in 1988 by Kay Chandler in response to the pressing need she observed within the public sector, based on her own experiences serving as the Investment Officer for the County of San Diego for eight years, and for the City of San Diego for another two years. Ms. Chandler recognized that public agencies with limited time and resources could benefit from external professional expertise and technological resources to help manage their investment programs, provide operational efficiencies, and support their treasury departments. In 1991, Marty Cassell, Ms. Chandler’s successor on the investment staff of the City of San Diego, joined the firm. Mr. Cassell now serves as the firm’s CEO and Chief Investment Officer.

Firm Structure and Ownership
Chandler is a fully independent, 100% employee-owned California 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 owns 35% 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. There are no other material changes planned to the firm’s organization or control structure in the foreseeable future or during the contract with the City of Emeryville.

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 Marin County, California; Walnut Creek, California; Ventura, California; Denver, Colorado; Orlando, Florida; and Seattle, Washington. The firm’s professional staff currently totals thirty-two (32) individuals and includes eleven (11) investment team members.

Chandler qualifies as a Small Business in California through the Department of General Services, with certification ID 1747894, expiring September 30, 2021.
b. Identify the types of accounts primarily under contract with your firm.

Chandler manages high-quality fixed income securities in investment strategies that span all duration mandates for local governments and other risk-conscious institutions. Our clients have shared objectives and seek to prioritize safety of principal and appropriate liquidity, while generating above-benchmark returns over a market cycle. All of Chandler’s public agency clients’ funds are structured as separately managed accounts. We customize portfolios to comply with individual clients’ investment directives for operating funds, debt service, capital improvement, board-designated, and any other funds that may have specific constraints. As of March 31, 2021, Chandler’s firm wide assets under management total $22.7 billion. Public agency funds total $17.6 billion and comprise 79% of the firm’s assets. Our public sector clients include 167 public agencies, comprised of cities, counties, special districts, joint powers authorities, and States.

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c. How is your firm compensated for the services its 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 received from our clients for the investment management and/or advisory services we provide. Chandler does not act as a broker or dealer in securities or receive any other form of additional compensation from third party sales arrangements, investment pool management, research exchanges or transaction fees. 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 the direct fees for investment management and advisory services received from our clients. The firm is in strong financial condition, profitable, and is adequately capitalized to serve the City for the terms of the initial contract and beyond. There have been no major claims, settlements, or other exposures pending against the firm in any way during the last five years.
e. Is your firm a registered investment advisor under the Investment Advisory’s Act of 1940 as amended? Yes. Chandler 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 have provided our most recently filed Form ADV Parts 1 and 2 in the Appendix as part of our submission. f. Describe any SEC, FINRA, or regulatory censure or litigation involving your firm or its employees at any time.

None. Neither the firm nor any of its officers or employees has ever been subject to regulatory censure or litigation by the SEC, NASD, or other regulatory agency 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 has not nor will it pay a finder’s fee to any third party for business related to this or any other account. h. Specify if your firm has dual registration.

Chandler is registered with the SEC. We are not a registered municipal adviser or a broker-dealer. Our registration pertains to our specific role as an independent investment adviser for our clients. i. Describe any other business affiliations. Describe your firm’s policy on soft dollars.

Chandler is an independent, 100% employee-owned California corporation. As an independent firm, Chandler maintains no other business affiliations, parent companies, subsidiaries, or soft-dollar arrangements with brokers, thereby avoiding any potential conflicts of interest that could interfere with our ability to provide independent and unbiased advice to our clients.

Furthermore, we do not have any competing lines of business such as financial advisory, or brokerage for underwriting services or the distribution of securities or pool shares. As a matter of policy and practice, Chandler does not engage in any soft dollar arrangements with broker-dealers or third parties. We recognize our duty to seek 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. 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:

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EO/DO (professional liability) $20 million ($200,000 retention) Fidelity Bond/Employee Dishonesty: $10 million/$100,000 deductible We have included our current ACORD Certificate of Liability in the Appendix. l. 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.

Yes. As an SEC registered investment adviser, Chandler holds itself to the highest fiduciary standards, and shares your fiduciary duty. Chandler’s fiduciary obligations are detailed in the firm’s comprehensive Code of Ethics manual that is adopted and demonstrated by the firm and all its employees.

EXPERIENCE
a. Describe your firm's experience in managing fixed income portfolios for public funds and governmental entities.

Managing fixed income portfolios for California local governments 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 sound financial management, while maintaining the focus and discipline to help guide portfolios through challenging market cycles.

As a fiduciary, we work with clients 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, and cash flow analysis 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 of 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 or 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.

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 recommended best practices and training curricula, including the Government Finance Officers Association (GFOA), 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. b. What is your firm's experience in developing policies and portfolio management guidelines for government portfolios?
We are experts as developing policies and management guidelines for governmental portfolios. We have been involved in reviewing and providing expertise on drafting investment legislation, as well as recommending best practices on a state and national level, providing guidance on safe and effective practices for the management of public funds.

Our approach is to perform a formal review of the City’s investment policy annually to ensure that it is updated to reflect the latest changes to California Government Code, as well as incorporate your objectives and cash flow needs that may change over time. Recommendations are meant to incorporate best practices that provide clarification, increase return potential, and improve risk management.

We can assist your staff with a complete review and possible revision, consistent with your preferences and prioritized management items. Our policy reviews and recommendations will conform to:
 California Government Code
 Specific City Directives that reflect the goals of the Finance Director, Budget Committees, and staff.

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 Industry best practices as identified by the GFOA, CDIAC, CMTA and APT of US&C  Chandler’s Best Practices
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:

Recent Developments in California Government Code
Source: California Government Code. *International Bank for Reconstruction and Development, International Finance Corporation, InterAmerican 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 (relevant to the City of Emeryville) 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.
c. Provide the number and types of accounts, total asset value, and composition of portfolios currently being managed by your firm.

The firm’s breakdown by client type and assets under management is as follows:

Chandler Client Types and Total Firm Assets Under Management As of March 31, 2021
Client Type # of
Accounts
AUM
($MM)*
Public Sector 312 $17,976
Corporate 16 $49
Healthcare 31 $4,021
Non-profit 35 $138
Sub-advised 697 $392
Other 11 $76
Total 1,102 $22,650
*Other includes DC Plan, Church, Higher Education,
and insurance assets. Chandler assets under
management as of 3/31/2021.

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, short-term 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.

January 1, 2015
Addition of
Supranational
Securities*
January 1, 2017
Clarification
around credit
ratings and the
specific
"category"
January 1, 2019
Modification of
issuer rating for
asset and
mortgage-backed
securities
January 1, 2021
Senate Bill 998-
Commercial Paper
limitations and
zero-interest
securities
Public
79%
Corporation
<1%
Non-profit
1%
Healthcare
18%
Subadvised
2%
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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 (Walnut Creek and Novato), are active in speaking engagements and training for local CSMFO/CMTA chapters, and can provide the City with customized management of your investment funds based on Emeryville’s needs within a Bay Area backdrop, and California in general.

Our Bay Area municipal clients include the Cities of Alameda, American Canyon, Cupertino, Danville, Dublin, Fairfield, Milpitas, Mountain View, Napa, Orinda, Pittsburg, Pleasant Hill, San Leandro, San Mateo, South San Francisco, and Sunnyvale.

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, Redwood Empire Municipal Insurance Fund, and San Mateo County Schools Insurance Group.

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).

Chandler’s Executive Committee is comprised of eight senior members with key administration and senior management functions in each of the firm’s departments. The following members represent the departments responsible for firm strategy, portfolio management, investment strategy, credit research and analysis, compliance and operations, and client service and business development:
• Kay Chandler, CFA, Founder & Chairman of the Board
• Martin Cassell, CFA CEO and Chief Investment Officer
• Nicole Dragoo, JD, IACCP, President
• Jayson Schmitt, CFA, Deputy CIO
• William Dennehy, CFA, Deputy CIO
• Scott Prickett, CTP, Deputy CIO
• Joseph Kolinsky, Chief Compliance Officer
• Ryan Tauber, Managing Director, Business
Development
The composition of the Executive Committee ensures that all departments of Chandler are represented. This allows committee members to discuss matters affecting all areas of the business, as well as assessing risks that may impact the overall operation of our firm.
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.

Chandler Investment Professionals by Classification
Classification Number of Professionals
CEO and Chief Investment Officer 1
Portfolio Managers/Research Analysts 6
Portfolio Strategists 4
Total: 11
The entire Investment Management Team is responsible for providing investment advice and management of funds to our public agency clients, as well as for research, analysis, strategy development, and oversight of the firm’s investment management processes. The Investment Management Team comprises the firm’s CEO and Chief Investment Officer, six (6) portfolio managers and research analysts with the CFA designation, and four (4) portfolio strategists.

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As of March 31, 2021, the firm’s portfolio managers, analysts, and portfolio strategists managed 184 institutional accounts, for an average of 15 relationships per investment professional. While there are no formal established limits on accounts or assets under management and we are not limited by capacity in any of our strategies, we have a comprehensive plan in place to maintain our ability to deliver our services for our clients to our desired level of excellence, and to maintain the high level of performance and service that is perhaps the most important hallmark of our firm. None of Chandler’s investment management professionals have ever been subject to any regulatory investigations, action, censure, or litigation.
c. Describe whether portfolios are managed by teams or by one individual.

We manage portfolios in a team structure 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, provides continuity of the investment program, and leverages the collective expertise of individual investment professionals in the management of client portfolios. Successful implementation of the firm’s investment process is not dependent upon any one individual, as all portfolio managers have research, trading, and management responsibilities, which collectively benefit all client accounts. 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. Include the number of accounts managed and any limits on this.

The key professionals who will be assigned to the City are listed in the following table:

Chandler Asset Management Professionals for City of Emeryville Contact Name and Title Role in City’s Engagement Industry Tenure
Firm
Tenure Education
Investment Management
Carlos Oblites
Senior Portfolio Strategist
• Portfolio Strategist
• Primary 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
26 years 4 years
B.A., History, University of
California, Santa Barbara,
M.B.A., San Francisco State
University
Series 65 License
Jayson Schmitt, CFA
Deputy Chief Investment Officer
• Portfolio Manager
• Implements portfolio strategies
• Research and Analysis
• Co-Chair of Quantitative
Analysis Committee, Sector
Committee, and Multi-Asset
Class Committee
26 years 25 years
B.A. Economics, San Diego State
University,
CFA® charter holder
William Dennehy II, CFA
Deputy Chief Investment Officer
• Secondary Portfolio Manager
• Implements portfolio strategies
• Research and Analysis
• Co-Chair of Economic and
Market Analysis Committee and
Credit Committee
29 years 10 years
B.S. Business Administration,
California State University, Chico,
CFA® charter holder
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Engagement Management & Client Service
Aneil (Neil) Murthy
Relationship Manager
• Relationship Manager
• Conducts onboarding process
• Oversees client communication
• Ensures and coordinates
project deliverables
12 years 1 year
B.A. Political Science, University of
Connecticut; M.B.A., Post
University
Series 65 License
Kara Raynor Sanchez
Client Service Director
• Client Service
• Reporting requirements and
Client Portal
• Schedules training and
educational presentations
9 years 9 years
B.A. Communication, University of
the Pacific; M.A. Communication,
San Diego State University
Compliance & Oversight
Nicole Dragoo, JD, IACCP
President
• Head of Firm Compliance,
Operations, Administration
• Responsible for regulatory
compliance and legal matters
• Oversees firm’s operations and
administrative functions
21 years 20 years
B.A. Business Economics, J.D.

University of San Diego;
Investment Adviser Certified
Compliance Professional (IACCP)
designation
Joseph Kolinsky
Chief Compliance Officer
• Leads Firm Compliance
• Oversees firm’s compliance
program
29 years 1 year B.A. Economics, Iona College
Martin D. Cassell, CFA
CEO, Chief Investment Officer
• CEO, CIO, Engagement
Oversight
• Development of quantitative
models and strategy
• Leads Investment Team
• Oversight of firm/service
quality
• CFA® designation
34 years 30 years
B.S. Finance, California State
University, Hayward,
CFA® charter holder. Member of
GFOA’s Treasury and Investment
Committee
Investment Professionals. Carlos Oblites, Senior Portfolio Strategist will be the key investment contact and serve as the City’s portfolio strategist. Carlos has over 25 years’ experience in delivering investment services to public sector clients.

Prior to Chandler, Carlos has also had the opportunity to serve in the public sector as the Administrative Services Manager and Chief Financial Officer of a Bay Area public agency. As a portfolio strategist, he focuses on identifying and communicating key investment related themes and trends for implementation into fixed income strategies for local government and institutional clients. Carlos will work closely with the City to monitor the investment strategies for alignment with client objectives, review and revise the investment policy, address anticipated cash flow needs, and provide research and education on investments. Located in Chandler’s Marin County office, he will also serve as a local resource for the City’s staff and attend in-person meetings.

Jayson Schmitt, CFA, Deputy CIO, 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. Jayson Schmitt serves as a member of the firm’s Executive Committee, is Co-Chair of the Quantitative Analysis Committee, Sector Committee, and Multi-Asset Class Committee and provides daily oversight of the investment management process.He is also a policy evaluator for the California Municipal Treasurers Association (CMTA), assisting with the process of certification of investment policies for California local governments who wish to have their investment policies reviewed and certified by a professional organization. William (Bill) Dennehy, CFA, Deputy CIO, will serve the City as its secondary portfolio manager. Billserves on the firm’s Executive Committee and is Co-Chair of the firm’s Economic and Market Analysis Committee and Credit Committee.

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Relationship Management and Client Service. Neil Murthy will be the Relationship Manager and another key contact for the City. Located in Walnut Creek, Neil will help coordinate all aspects of the City’s service needs, develop a City-led schedule of regular in-person client meetings, as well as attend meetings, along with your primary investment contacts. Kara RaynorSanchez, Client Service Director will assist with conducting training for the client portal, coordinating report requirements, facilitating the onboarding process, and providing responsive service for any pressing or immediate needs of the City or its staff.

Compliance and Oversight. Martin D. Cassell, CFA, CEO and Chief Investment Officer is the principal in charge of all aspects of the firm, including ensuring that our staff not only meets, but also exceeds expectations for investment management and service delivery. The firm’s President, Nicole Dragoo, JD, IACCP, oversees the compliance and operations departments, serves as the firm’s general counsel, and leads the contracting/onboarding process of new client accounts. Joseph Kolinsky, Chief Compliance Officer, oversees the day-to-day compliance requirements and regulatory filings for the firm.

For more details on Chandler’s professionals, please see the Professional Biographies included in the Appendix. e. Indicate which of your firm’s professionals would be delegated as the primary client contact(s).

Carlos Oblites will be the delegated primary contact for all investment matters related to the engagement 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 performancebased 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 ownership of the firm.
g. Describe your firm's training and education efforts to keep portfolio managers informed of developments relevant to government investment managers.

Maintaining an authoritative presence in the specialized area of providing investment advice to public entities is crucial to the firm and to the success of our clients. Chandler’s leadership recognizes the importance of continuing education for its portfolio managers and other investment staff. 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) designation, the Certified Treasury Professionals (CTP), and several FINRA licenses which 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.

Chandler is deeply involved with the 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 GASB reporting for public agencies. Our compliance professionals consist of the firm’s President, Chief Compliance Officer and a Senior Compliance Officer who monitor regulatory changes affecting local governments and stay up to date on SEC updates and legislative changes. Nicole Dragoo, JD, IACCP, President, is an NRS Investment Adviser Certified Compliance Professional (IACCP) and ensures 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 in the management of public funds.
h. Has there been any turnover of professional staff in the firm in the last five years who were assigned to public sector clients?
Throughout the firm’s history, turnover of professional staff has been significantly low. In the last five years, the firm’s investment management team had two departures, an assistant portfolio manager who moved out of the area, and a senior portfolio manager. We have added senior-level professionals to the firm’s investment management team in portfolio manager and portfolio strategist roles to serve our growing client base. In 2021, Daniel Delaney, CFA, joined the firm’s DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 5 | Page
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investment management team as Senior Portfolio Manager. Also in 2021, we added two operations professionals as well as a human resources manager.

Joseph Kolinsky, hired as Compliance Manager in January 2020 now serves as Chief Compliance Officer. Other additions to staff include Ryan Tauber, Managing Director of Business Development, who oversees the firm’s sales and relationship building efforts. Chandler will be expanding its investment management and client service teams in the next six to twelve months to accommodate growing business demands.

ASSETS UNDER MANAGEMENT
a. Provide the number and types of accounts, total asset value and composition of portfolio 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.

Chandler’s institutional assets under management for the past five years and the current year (2016-3/31/2021). Includes both discretionary and non-discretionary assets. Advised assets are excluded.

Chandler’s Institutional AUM
2016 through YTD 2021
Year Assets Under
Management
Average Assets
Per Client (# of Instit. Clients)
YTD 2021 $22,415 M $122 M (184)
2020 $21,765 M $123 M (177)
2019 $19,057 M $114 M (167)
2018 $16,080 M $101 M (159)
2017 $13,291 M $92 M (144)
2016 $12,550 M $87 M (145)
Chandler's institutional assets under management over the past five years and the current year (2016- 3/31/2021) 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:

Chandler’s Institutional Assets Under Management ($millions) As of March 31, 2021 Governmental Non-Governmental Total
Operating/Bond Funds $17,532 $2,013 $19,545
Pension Funds $0 $0 $0
Foundations/Endowments $0 $157 $157
Equity Funds $75 $2,168 $2,243
Other: $369 $101 $470
Total: $17,976 $4,439 $22,415
$12.6 $13.3
$16.1
$19.1
$21.8 $22.4
$-
$5
$10
$15
$20
$25
2016 2017 2018 2019 2020 YTD 2021
Chandler's Institutional AUM ($ billions)
2016 through YTD 2021
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“Other” assets include OPEB, ERISA and investment assets. Chandler’s institutional investment assets under management as of 3/31/2021.
c. Provide GIPS (Global Investment Performance Standards) compliance 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 for Chandler’s composite strategies most used by our public agency clients, and which span the yield curve to provide solutions for our clients’ liquidity needs and return objectives: Chandler’s Limited Maturity strategy (1-3 years), and Short Term Bond strategy, (1-5 years), These strategy composites comprise individually managed securities with an average modified duration approximately equal to the modified duration of the ICE BAML 1-3 Year US Treasury Index and the ICE BAML 1-5 Year US Treasury & Agency Index1, respectively, and a final stated maturity of individual securities of between one and five years.

Chandler Composite Performance – Gross and Net of Fees As of March 31, 2021 One
Year
Three
Years
Five
Years
Ten
Years
Since
Inception
Chandler Limited Maturity (gross)
(inception: 9/30/88) 1.18% 2.94% 1.92% 1.54% 4.50%
Chandler Limited Maturity (net) 1.11% 2.87% 1.85% 1.47% 4.43% ICE BAML 1-3 Year US Treasury Index 0.25% 2.77% 1.71% 1.29% 4.21% Chandler Short Term Bond (gross)
(inception: 9/30/95) 1.29% 3.45% 2.15% 1.93% 4.02%
Chandler Short Term Bond (net) 1.22% 3.38% 2.08% 1.86% 3.95% ICE BAML 1-5 Year US Treasury & Agency Index -0.07% 3.26% 1.91% 1.72% 3.76% Based on Chandler’s Limited Maturity and Short Term Bond composites as of 3/31/2021. Performance is presented gross and net of fees. Net returns are 7 basis points (0.07 of 1%) proposed for a $100 million portfolio and are hypothetical and not based on an actual client's account. Performance has been calculated using historical composites. 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 advisory fees are disclosed in the firm's form ADV, Part 2A. Performance for periods greater than one year is annualized. Please see GIPS Composite Reports in the Appendix. For one-on-one presentation only.

Chandler develops and implements portfolio strategies that we tailor to meet the needs of public agency clients. We group portfolios with similar characteristics into composites for the purpose of computing and reporting GIPS®-compliant total return performance results. GIPS® represent an industry wide standard for performance calculation and reporting which facilitates comparison among investment firms. Chandler Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firm wide GIPS® compliance. A copy of the firm’s most recent GIPS® Verification Letter is included in the Appendix.
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?
Due to Chandler’s rigorous credit approach and the risk management philosophy embedded within the investment process, downgrade events are infrequent; however, Chandler has held a corporate security that complied at the time of purchase but was subsequently downgraded below the minimum credit requirement stated in the investment policy or California Government Code. In March 2021, Oracle Corporation (ORCL) was downgraded one notch to BBB+ by Fitch Ratings and two notches by Moody’s Investor Service to Baa2. Both are below the acceptable rating by California Government Code. S&P Global Ratings took no action, maintaining the rating in the rating category of “A.” The downgrade was prompted by Oracle's plans to issue new debt and use proceeds for general corporate purposes, including share repurchases, payment of 1 Please see Important Disclosures in the Appendix.

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dividends and debt repayments. The following are Chandler’s steps to address a downgrade of a security and the communication practices we use to apprise our clients of any developing situations regarding a potential or actual deterioration of an issuer:
• We take a proactive approach in the case of a downgrade of this magnitude, even though this particular security remains eligible for purchase per California Government Code—contacting clients immediately, discussing our observations and modeling of likely outcomes for the issuer based on their current fundamentals, market risk, and headline risk, and make recommendations on prudent next steps based on our decades of experience in handling corporate credit securities.
• We develop a strategy for each affected client that appropriately addresses the possible outcomes in the context of the client’s risk profile. For example, we might recommend that the holding be retained if the change in risk is minimal; that it be held for sale when prices improve once initial market reaction subsides; or that it be sold immediately if it appears prices will continue to decline, or the risk exposure seems to us to be too great. • Finally, we review our recommendations, actions, and outcome with our client’s staff, and the Board or additional stakeholders if requested.

We aim to add value to the City through our proactive and timely communication on the impacting market events, as well as from our recommendations for structuring portfolios to take advantage of or mitigate their effects. e. How many accounts have you gained in the last 12 months? How many accounts have been lost in the last 12 months and why?
During the most recent twelve-month period ending March 31, 2021, Chandler gained fifteen public agency and institutional clients totaling almost $600 million. During the same period, Chandler did not lose any clients. In the most recent five years, Chandler has grown both its assets and its client base at a steady rate and, perhaps more importantly, maintains our existing client retention rate of over 93% from January 2016-December 2020. We are positioned for further growth and have a strategic plan in place to maintain our bandwidth around servicing our clients to our desired level of excellence. Notably, Chandler has never had a client discontinue its services for convenience, cause, or due to dissatisfaction related to the investment management services we provide.

INVESTMENT MANAGEMENT APPROACH AND DISCIPLINE
a. Briefly describe your firm's investment management philosophy, including your approach to managing governmental portfolios.

We believe that through effective risk management, we can enhance the potential for higher total returnsfor risk-conscious clients, while maintaining their shared primary objectives of safety and liquidity. Our approach utilizes investment processes and strategies we have developed over 30 years, and focuses on:
• Safety of principal2;
• 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 selected market benchmark, while always maintaining each client’s risk profile. We reduce exposure to market risk by diversifying the portfolio by issuer and security type, and by establishing and maintaining a target portfolio duration that is consistent with each client’s risk profile and investment objectives.

The key tasks that can be expected during the engagement with Chandler are as follows:
2 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal.

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Key Engagement Tasks
Task Frequency
Conduct Kick-off Meeting At inception
Investment Policy review At inception; Annually, or as needed Bond Indenture review At inception/As needed
Cash flow analysis At inception/ongoing
Establish benchmarks/strategies At inception
Invest initial funds At inception
Conduct investment research Daily
Reinvest funds Ongoing (as needed)
Review compliance Daily
Provide monthly reports Monthly (by 3rd business day)
Provide quarterly reports Quarterly (by 20th business day) In-person presentations Quarterly/as needed
Financial analysis of gains/losses Monthly/as needed
Review cash flow forecasts Ongoing
Ad hoc educational presentations As needed
Maintain proactive communication Daily
We understand that moving from an internally managed investment program to external management would be a change for the City of Emeryville, and we are committed to ensuring that the City’s objectives are prioritized and quantified during this period. An in-person meeting will be scheduled to “kick-off” the relationship, gain an understanding of your investment objectives and constraints, and encapsulate the goals for your overall program. We will conduct detailed reviews of the Investment Policy as well as the current portfolio to gain an understanding of cash flow needs, risk tolerances, permitted securities, credit profile, duration targets, and current maturity structure. We will confirm that the Investment Policy provides for the City’s primary objectives of safety, liquidity, and return, and incorporates all aspects of California Government Code related to investing public funds and may make recommendations to achieve these aforementioned goals. We conduct a benchmark study that analyzes the risk/return characteristics of different investment approaches and their associated benchmarks for your consideration that align with the City’s investment goals. The result of these discussions will be a management directive governing the investment of funds as well as additional services that may be required to support staff and treasury management operations. b. How frequently do your formulate and review your investment management philosophy? How is that carried out and who is involved?
All investment team members comprise the Investment Management Committee, leveraging the experience and expertise of each professional for effective analysis, decision-making, and communication. Individuals form sub-committees and may generate and develop investment themes through their independent research to bring to the entire Investment Management Team or their committee meetings, or one of the committees may collectively source an idea or theme through discussion. Members of the Investment Management Committee meet weekly to review the findings and recommendations of the committees, market conditions, and client portfolio characteristics to determine short term strategies and any need for portfolio rebalancing. 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 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.

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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 Martin Cassell. 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.

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. c. Indicate what is distinctive about your philosophy. What are your primary strategies for adding value to portfolios? 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. We realize that there is no “one size fits all” strategy for our clients and we work individually with clients to customize the investment objectives and constraints after an extensive review and thorough understanding of the investment policy, risk tolerances, and current and expected mandates of the City, and its stakeholders.

Chandler’s pro-active portfolio management, diligent security analysis, and prudent attention to cash flow needs add value to client portfolios and enhance the consistent returns generated over time. Our approach to structuring the portfolios is designed to fulfill the City’s requirements in a way that addresses specific investment needs, and focuses on the following key elements:

Duration Management — 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 as indicated by a benchmark that reflects the risk parameters and expected return. Duration is the greatest determinant of risk and return. We attempt to minimize the impact of the duration decision on return volatility by limiting duration to within a +/- 20% duration band around the target (benchmark) duration.

Sector Allocation— Our sector allocation process is based on the belief that portfolios are more robust and prepared for unforeseen events if they have a well-diversified exposure to high quality fixed income securities. Using the output of the Sector Committee, we will determine the allocation to asset classes that we believe will provide the best economic opportunities and protection for the portfolio. We can add considerable value through rotating sectors as market conditions evolve and our outlook changes, thus identifying best relative value at time of purchase to capitalize on current market opportunities.

Term Structure— Utilizing the output from the Economic and Market Analysis Committee in conjunction with the Horizon Analysis Model, the term structure for the portfolio is determined with the objective of finding a structure that prioritizes the protection of the portfolio and performs well under both anticipated and unanticipated yield curve shifts over a sixmonth horizon. Given the constantly evolving market dynamics and changing interest rates, the portfolio may have a "laddered" structure, with equal allocations across permitted maturities; a "barbell" structure, with maturities concentrated in short and long maturities; or a "bullet" structure, with maturities concentrated around the target duration.

As interest rates evolve, the Chandler team alters the maturity distribution of the portfolio based on the prevailing market conditions.

Security Selection— Once the team has determined the percentage of the portfolio in any duration range or security type, individual securities are purchased to complete the portfolio structure. Securities are subjected to a rigorous review process, including fundamental credit analysis, as well as quantitative analysis using proprietary tools. Our Credit Committee seeks to identify both improving and deteriorating credits so we can work to reposition client portfolios by seeking favorable and avoiding detrimental factors not yet understood by most market participants. Analyzing the credit worthiness of individual issuers to enhance portfolio yields while minimizing exposure to credit and downgrade risk is a key element in mitigating risk and adding value in our clients’ portfolios.

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Active Management of Individual Securities - To maintain the optimal structure and the objective of safety of principal and risk-adjusted returns over a market cycle, Chandler utilizes active management of the investment portfolio. With this approach, a security may be sold or replaced prior to maturity to take advantage of market conditions, generate liquidity, mitigate risk, or to enhance the return of the portfolio. We are also able to take advantage of the repricing into the current higher interest rate environment. The net economic benefit to the City is the sole consideration for purchasing/swapping/selling securities for the portfolio.

Competitive Execution. We recognize our duty to provide value to our clients and ensure the quality of our services as a fiduciary. We provide our clients with efficiencies in trading costs by broadening the network of broker-dealers that are utilized when we execute trades. The City’s staff is assured that through Chandler’s best execution practices, it is receiving competitive, institutional pricing on transactions, as the firm seeks a minimum of three quotes per trade. The practice of competitively bidding for transactions results in an incremental net financial advantage for our clients over time. This competitive process can be evidenced on daily trade tickets viewable on the Chandler Client Portal. d. How are portfolios managed ( e.g. by team or individual manager)? What is the back-up when the manager is away? What oversight is provided to portfolio managers?
We manage portfolios in a team structure ensuring that all investment team members and client service personnel are familiar with your portfolio. Carlos Oblites and Jayson Schmitt, CFA are the assigned investment contacts for the City. Bill Dennehy, CFA is the assigned back-up portfolio manager supporting Carlos and Jayson. Pursuant to the firm’s team approach, remaining members of the firm’s Investment Management Team including Deputy Chief Investment Officers, Senior Portfolio Managers, and Senior Portfolio Strategists will serve as the back-up professionals should Carlos, Jayson, or Bill be traveling or otherwise unavailable.

Oversight and Portfolio Compliance. Portfolio managers use robust order management (“OMS”) and portfolio compliance software from Bloomberg AIM for monitoring compliance with your objectives, policies and legal requirements on a pretrade, 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 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. 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. e. Describe your firm's in-house technical and research capabilities and/or outside sources used by the firm on a regular basis. What percentage of your research is conducted in-house? Chandler conducts 100% of its research in-house. Our research capabilities include the Horizon Analysis Model as the quantitative foundation for the portfolio construction process, and our credit review/security selection process. In addition, the investment management team subscribes to a variety of private research providers including BCA Research, Oxford Economics, Egan Jones, and CreditSights to augment the overall research efforts of the firm. The team keeps abreast of sellside research from a broad group of domestic and international investment banks. Chandler’s professionals also conduct research projects on an ad hoc basis on issues concerning our industry and our clients, such as changes in the brokerage world, studies on how legislative changes impact our clients, and research on new sectors or investment structures as appropriate for our clients’ portfolios.

Chandler’s proprietary Horizon Analysis Model is the quantitative foundation for the portfolio construction process. The Model enables our portfolio management team to integrate their research into the portfolio management process in a disciplined and repeatable way. Inputs to the Model include current yields on Treasury, agency and corporate securities; specific client constraints, such as maturity restrictions and maximum sector exposure; and nine different probabilityweighted forecasted interest rate scenarios that may occur at the six-month horizon date. Our analysis of current DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 11 | Page
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macroeconomic conditions is one of the factors we consider as we develop the nine scenarios that comprise the third input to the Model.

Through an iterative process, the Model generates the “optimal portfolio structure” (duration, maturity distribution, and sector allocation), which we define as the portfolio that achieves a return greater than the benchmark in each of the nine scenarios. That is, the Model generates a portfolio structure that we expect will outperform the portfolio’s benchmark over a wide range of possible future interest rate movements. The Investment Team then evaluates the optimal portfolio structure and using their expertise and judgement, may make adjustments as they begin the construction of the portfolio.

This combination of a rigorous quantitative structure and experienced qualitative oversight is a hallmark of all Chandler’s portfolio management activities.

Chandler’s Investment Process
The Horizon Analysis Model is run monthly or whenever the market environment may warrant and provides the portfolio management team the basis for rebalancing portfolios to their desired characteristics. Initial analysis and ongoing reviews of the City’s asset allocation is an important and continuous aspect of the services we provide. f. Describe your credit review process.

Chandler conducts credit research in a team environment comprised of investment professionals as part of the firm’s Credit Committee. William Dennehy, CFA and Shelly Henbest, CFA, the firm’s dedicated credit analyst, are the co-chairs of the Credit Committee which also includes additional members of the investment management team. 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 a 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 vets 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 analysis 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.

The Credit Committee meets weekly to rank corporate issuers into three tiers and categorizes those securities based on individual client risk tolerance and policy guidelines. Each sector and issuer is reviewed at 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.

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Chandler’s Credit Review Process
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. g. Describe your firm’s portfolio management decision making process.

Aided by inputs from the different investment committees, decisions are made by the investment team regarding duration positioning, sector allocation, term structure, and issue selection within the firm’s macro view of the economic environment and broad-based view on interest rates and leading economic indicators. The investment team then incorporates these decisions as they apply to each individual portfolio. Internally developed, proprietary tools such as our Horizon Analysis Model and credit review/security selection provide a quantitative foundation for Chandler’s portfolio construction process.

Our analysis of current macro-economic conditions, including the factors that impact interest rates, provides inputs into the Horizon Analysis Model, the quantitative tool used in our portfolio construction process. Chandler’s Economic and Market Analysis Committee focuses on the development of economic inputs and interest rate scenarios for the Horizon Analysis Model. It also sets the macro-economic tone and investment strategy for our fixed-income investments and structuring of client portfolios given the current market climate. Chandler runs scenario analysis on nine different interest rate scenarios that may occur over a six-month horizon date. We then structure portfolios that we expect will outperform the portfolio’s benchmark over a wide range of possible future interest rate movements. h. Describe the ongoing daily investment procedures proposed for the City, including procedures for trades, security choice, controls, etc.

Trades. Chandler executes approved securities transactions on a transparent and highly competitive basis in accordance with our commitment to best execution. As part of this process, we seek a broad range of security broker-dealers that provide a high level of market liquidity and product inventory. A minimum of three quotations are sought and reported at the time of execution. Documentation of our competitive bidding procedures and daily investment transactions are available the same day that trades occur via the Chandler Client Portal.

In seeking best execution, we “block” trades for clients, where possible, and then allocate the trades to individual portfolios, using an allocation process designed to treat all clients fairly in the transaction. Our competitive bid process results in an incremental net financial advantage for the City over time and is an additional source of value in retaining Chandler as investment manager.

Reconciliation with Custodian Records and Settlement. Chandler’s operations team performs daily reconciliations of cash balances and positions in all accounts and invests in best-in- class tools and technology to support the portfolio management process and simplify investment reporting and compliance. This reconciliation discloses any contribution/withdrawals of cash, whether interest or maturities were posted correctly and whether trades were settled on the appropriate settlement date.

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Security Choice. Once the team has determined the percentage of the portfolio in any duration range or security type, the team seeks individual securities to complete the portfolio structure. All securities are subject to our rigorous credit analysis process, including fundamental credit analysis, as well as quantitative analysis using proprietary tools. Chandler’s active management and diligent monitoring of credit issues and issuers flags impending rating changes and deteriorating credits which we may choose to remove from the portfolio.

Controls. The primary control in the portfolio management process is third party bank custody of client cash and securities, with all transactions occurring on a delivery-versus-payment (“DVP”) basis. Under no circumstances will Chandler take possession or control of the City’s assets. Chandler has a robust process for ensuring portfolio compliance with client objectives, policies, and directives. The firm utilizes the Bloomberg Asset and Investment Manager (AIM)system to monitor compliance with client investment guidelines. Additional controls include our Disaster Recovery/Business Continuity Plan that detail the firm’s data backup and recovery, cybersecurity, and data security policies, procedures, and safeguards. i. Can your staff meet quarterly and, on an ad-hoc basis as requested by the Budget Advisory or the Budget and Governance Committees?
Yes. Carlos Oblites, Neil Murthy, and other investment and client service team members will meet with you at least quarterly and on an ad-hoc basis to present the investment portfolio to your finance staff, Council, Budget Advisory and Budget and Governance Committee. We look forward to meeting with the City as often as your staff prefers and can adhere to a Cityled schedule. In addition, we communicate regularly via email to our clients with updates which include:
• Weekly economic updates provide a concise summary of economic and market news of the current week, key economic indicators, as well as topics for the next weeks’ economic data releases. The update is sent via email to clients and interested parties each Friday;
• Monthly newsletter that includes a market summary, treasury yield curve graph and monthly percent changes, as well as economic data and statistics; and
• Ad hoc emails and communication such as Fed rate news, education pieces, white papers, technology and product updates.
j. In connection with our investment policy, would you recommend there be any policy restrictions or other changes? We had the opportunity to review the City’s investment policy and recommend the City consider the following changes:
• Adoption of recent changes to Code from Senate Bill 998 regarding expansion of commercial paper concentration limits and changes to the rules regarding the use of securities which may result in a zero interest accrual. • Update of the policy’s prudence standard from the Prudent Person to the Prudent Investor standard. • Update of credit quality language to match changes in Code • Inclusion of commercial paper, repurchase agreements, supranational obligations, passthrough securities, and municipal securities to enhance portfolio safety and liquidity through increased diversification. • Addition of a Code requirement to provide monthly transactions.

REPORTING
a. Describe the investment accounting and reporting system used by your firm. Indicate whether your returns are calculated in accordance with GIPS standards. If not, please explain why and how the presentation differs from the GIPS standards.

Chandler utilizes the accounting platform software of PAM for Investments, a State Street Company to perform investment accounting and reporting. Using PAM as the investment book of record for our clients, we generate GAAP-compliance comprehensive monthly statements and performance reports, which clients receive no later than the third business day following month end.

Reports are prepared in accordance with state law and the Governmental Accounting Standards Board (GASB) and are compiled to meet the needs of public agencies. Chandler claims compliance with the Global Investment Performance DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 14 | Page
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Standards (GIPS®) and prepares and presents its performance in compliance with these standards. Chandler is independently verified by ACA Performance Services for firmwide GIPS® compliance. b. Describe the frequency and format of reports that you would provide. Attach a sample.

Monthly Statements: We provide monthly portfolio accounting and performance statements as part of our regular services.

Monthly statement include one-page management summary of portfolio characteristics that provides a thorough overview of the portfolio, including performance relative to the selected benchmark(s), followed by a statement of compliance. Full accounting details include: a detailed asset listing, including cost, book, and market values; amortized cost; a transaction ledger, accruals; an earned interest report; and a cash flow report. Our standard reports also include purchase yields and average market yields. Total rate of return is compared to the benchmark return. Monthly statements are accessible on the Chandler Client Portal. The City will receive an email notification stating that the statement is available for download no later than the third business day following month-end.

Quarterly Reports: We also provide quarterly investment reports in a format designed to facilitate discussion between Chandler’s investment professionals, the City’s Finance Director and staff. The report presents an overview of market conditions and leading economic indicators, portfolio characteristics, return, compliance, and a summary of accounts under management using graphs, charts and illustrations in a format that is effective for the City’s staff and stakeholders.

Chandler provides monthly portfolio accounting and performance statements as well as mark-to-market fair value pricing for securities in accordance with GASB 31. We provide a GASB 40 report to all governmental clients, which provides the information needed to prepare the required fiscal year-end portfolio risk assessment, and we can assist the City in drafting the narratives for GASB notes and financial notes included in the City’s Comprehensive Annual Financial Report. We have developed a GASB 72 report which is available by fiscal yearend. The GASB 72, Fair Value Measurement and Application, issued in February of 2015, requires government investments to be measured at fair market value. It also requires disclosures regarding how fair value was measured, what hierarchy the investment fits into and any special valuation processes used.

Online Reports Access. Chandler’s Client Portal is the custom web-based reporting tool that provides clients with secure access to a variety of digital files, including customized reports, trade tickets and documents, as well as the ability to download daily transactions and holdings, historical monthly statements, and quarterly reports. The Portal offers online access and can also be viewed on mobile devices. Reports can be downloaded in Excel format and easily mapped and integrated into your internal reporting requirements, aggregating your data for effective analysis, and improving your operational efficiencies. Access to the Chandler Client Portal is available to individual contacts selected by the City, and is accessible 24 hours a day, 7 days a week.

The Chandler Client Portal can integrate seamlessly with treasury management solution software and enterprise resource planning (“ERP”) software to provide increased data aggregation and transparency. Clients who log into the portal can download financial information to integrate it with financial and investment management systems like Tyler-Munis and Sympro. As a result, many of our clients end up achieving a savings by removing the redundancy of a separate software solution.

We have provided a Sample Client Monthly Performance Statement and Quarterly Investment Report as well as sample GASB 40 and 72 reports in the Appendix.
c. What performance benchmarks would you suggest for this portfolio? Provide recommendations regarding performance benchmarks for a portfolio similar to that of the City. What experience has the firm had in developing benchmarks for public operating portfolios?
The ultimate benchmark will depend on the City’s immediate investment objectives, but at the inception of our engagement, Chandler’s team will work extensively with the City’s finance staff to identify benchmarks that appropriately demonstrate the portfolio’s progress relative to its objectives and risk profile. We make decisions on portfolio duration, term structure, and sector weightings relative to the selected benchmarks. In addition, we monitor and report on portfolio performance relative to the benchmark’s performance. The benchmark’s performance is reported monthly, along with portfolio performance.

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Benchmarks that some of our other public agency clients have selected, which may also be appropriate for the City’s portfolio include California’s Local Agency Investment Fund (LAIF), the ICE Bank of America Merrill Lynch 1-3 Year U.S.

Treasury benchmark, and the ICE Bank of America Merrill Lynch 1-5 Year US Treasury & Agency benchmark3.

Benchmark Comparison –March 31, 2011 through March 31, 2021 Source: LAIF and ICE BAML Indices as of 3/31/2021. Please see disclosures for LAIF, the ICE BAML 1-3 Year US Treasury Index and the ICE BAML 1-5 Year US Treasury & Agency Index in the Appendix. The data contained in this chart is the property of providers which were obtained from sources believed to be reliable but are subject to change at any time at the provider's discretion. Index returns assume reinvestment of income dividends and capital gains, if any, but do not reflect fees, brokerage commissions or other expenses of investing.

It is not possible to invest directly in an index. Past performance is not indicative of future results.

Value of $100 Million (Hypothetical) –March 31, 2011 through March 31, 2021 Benchmark Duration 3/31/2021 Annualized
Return
Local Agency Investment Fund 0.60 $108,827,657 0.85%
ICE BAML 1-3 Year US Treasury Index 1.84 $113,687,048 1.29% ICE BAML 1-5 Year US Treasury & Agency Index 2.59 $118,643,625 1.72% Source: California’s LAIF and ICE BAML Indices as of 3/31/21. Performance of the $100 million portfolio shown is hypothetical and not based on an actual client's account. Past performance is not indicative of future results. LAIF return includes an administration fee charged to investors by the California State Treasurer. LAIF duration estimated based on average maturity in days, as of 3/31/21, divided by 365 days. Index returns are unmanaged and reflect the reinvestment of income dividends and capital gains, if any, but do not reflect fees, brokerage commissions or other expenses of investing. It is not possible to invest directly in an index.

Please see Important Disclosures in the Appendix.

As the graph and chart demonstrate, the longer the duration of the benchmark, the greater its return over time, offset by levels of quarterly total return volatility. In general, the portfolios should be structured to have the highest suitable duration target that meets the City’s return expectations and risk tolerance.

Our analysis and recommendation for appropriate benchmarks and performance measurement will be ongoing with the City as the interest rate environment and shape of the yield curve changes over time. Our philosophy stresses safety of principal4, appropriate levels of liquidity, and low volatility of return, and we strive for superior risk-adjusted returns across market environments relative to our clients’ chosen benchmarks in all our strategies. 3 Please see important disclosures in the Appendix. 4 While our conservative investment approach promotes safety, investing in securities carries varying degrees of risk and we cannot guarantee safety of principal.

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FEES
a. Provide the complete fee schedule that would apply to this account.? Chandler is pleased to provide full time, comprehensive investment advisory services to the City of Emeryville as described herein Chandler’s proposal and in conformance with the City’s Scope of Services in accordance with the following fee schedule:

Proposed Fee Schedule for the City of Emeryville
Assets Under Management Annual Asset Management Fee
First $50 million 8 basis points (0.08 of 1%)
Next $50 million 6 basis points (0.06 of 1%)
Assets over $100 million 4 basis points (0.04 of 1%)
Fees are based on the amount of assets under management and are not based on transaction volume. Management fees will accrue as long as there are assets in the portfolio, even if there is no activity during the period. Since the firm calculates fees based on the average balance of assets under our direct management (market value including accrued interest), fees will fluctuate based on portfolio value. Fees are charged monthly in arrears and can be debited directly from your thirdparty custody account.

Our proposed fee schedule is all-inclusive for the services that Chandler provides, including full time investment advisory and portfolio management services, technological resources, onboarding and implementation, online access to the Chandler Client Portal, comprehensive reporting, meetings, personal visits, educational offerings for your staff, as well as the additional treasury support services described herein in Chandler’s proposal. b. Indicate whether fees would be charged for management of cash, money-market funds, and funds held in the Local Agency Investment Fund (LAIF)
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. We can consolidate these funds in our reports to the City at no extra charge, providing a 360-degree view of the entire investment program. c. What additional expenses not covered through the fee structure will be expected in order to implement your investment advisory services?
Our fee schedule does not include charges that the City would incur for third party custodial services.

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REFERENCES
Chandler Current Client References
Client Contact
Information
Served
Since AUM* Description ofServices
City of Alameda
2263 Santa Clara Avenue, Rm. 220
Alameda, California 94501
Annie To
Finance Director
Ph: (510) 747-4881
[email protected]
2002 $51 M
Management of operating funds
in 1-5 year strategy; investment
policy review; quarterly
meetings.

City of Sunnyvale
650 Olive Avenue
Sunnyvale, California 94088
Timothy J. Kirby
Director of Finance
Ph: (408) 730-2712
[email protected]
2018 $645 M
Management of operating funds
in 1-5 year strategy; investment
policy review; quarterly
meetings.

City of Merced
678 W. 18th Street
Merced, California 95340
Venus Rodriguez
Finance Officer
Ph: (209) 385-8547
rodruguezv@cityofmerced.
org
2018 $243 M
Management of operating funds
in 1-5 year strategy; investment
policy review; quarterly
meetings and educational topics
City of Fairfield
1000 Webster Street
Fairfield, California 94533
Michael Less
Principal Accountant
Ph: (707) 428-7515
[email protected]
1989 $138 M
Management of operating funds
in 1-3 year and 1-5 year
strategies; investment policy
review; quarterly meetings.
*Chandler assets under management as of 3/31/2021. This list includes only clients that have given permission to be listed. It is not known whether the listed clients approve or disapprove of Chandler Asset Management or the services provided.

ADDITIONAL INFORMATION
a. Provide a list of custodial services utilized by other State and Local government portfolios managed by your firm.

Most of our clients will employ custodial services that include transaction management, safekeeping, funds movement, sweep capabilities, and reporting. As a fiduciary investment advisor, we do not provide custodial services as it is a best practice to separate custodial services from investment services. We can, however, assist you in reviewing your current custodial and safekeeping arrangements. Carlos Oblites and Neil Murthy as well as Chandler’s operations team will review your custodial arrangement, including contractual arrangement, services provided, your satisfaction with the services and their cost. If necessary, we can make recommendations for revisions in your existing relationship or assist you in selecting a new custodian that best meets your needs.
b. Briefly describe any additional features, attributes, or conditions which the City should consider in selecting your firm. Describe any other services your firm can provide.

Leveraging resources from across the firm, we provide advice and investment manager analysis while bringing clients a personalized and local perspective. We are an investment management firm founded by former public finance official, providing our clients with a depth and context in our ability to understand your unique needs and how a successful investment program adds value to your entity’s bottom line. In addition, Chandler distinguishes itself from its competition in several ways, and in all aspects of the relationship with its clients, not limited to its investment management capabilities.  Deep history and experience. Chandler’s founder, CEO and other key investment professionals have worked as investment officers and finance directors of public agencies and have in-depth experience and knowledge of the issues public entities face in managing their assets effectively. Chandler has both the depth (experience) and breadth (service capabilities) as an investment manager and is particularly qualified to meet the City’s investment needs because of our decades of experience in safeguarding our clients’ funds and structuring them optimally to meet all objectives.
 Access to portfolio managers. Chandler offers its clients direct access to the investment team members who are responsible for making the decisions for your portfolio, allowing for customization and flexibility to changes in your DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 18 | Page
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program. Your key investment contacts as well as the rest of the investment management team will have a significant understanding of not only your investment portfolio, but also of where it fits in the overall program and its future objectives.
 Corporate Headquarters in California. Chandler has been headquartered in San Diego since its inception and has regional offices in the Bay Area and Walnut Creek. Our investment professionals are experts in California’s investment landscape and possess significant expertise in structuring portfolios that adhere to California Government Code. Investment professionals are in the same time zone as the City and will provide timely updates to changes in legislature and best investment practices for California public agencies.  Resources. Chandler’s clients count on our extensive research and analytical capabilities used to identify opportunities and minimize risk. Our access to market information in conjunction with our proprietary credit review process makes our services of significant value. Additionally, our independent compliance team will ensure that all trades conform to California Government Code, the City’s investment policy, and the customized investment strategy that we will co-develop with City staff.
 Commitment to client success. We are dedicated to our role as fiduciaries to our clients and strive to ease the responsibility and operational requirements needed to effectively invest the City’s assets. Our comprehensive services include transparency, excellent client service, and successful investment program outcomes. We commit the full resources of the firm to ensure your success.

Chandler can provide additional services that will add value to the City’s investment program including:
- Other Post-Employment Benefit (“OPEB)” Management. Chandler has been managing post-employee benefit accounts such as pension trusts and medical benefit trusts for clients since 2003. We use a multi-asset class strategy (Chandler’s “MAC” Strategy) to achieve the objectives and target return; - Management of bond reserves and/or bond proceeds;
- Custodial bank/safekeeping review and selection
We look forward to discussing the full suite of service offerings Chandler can provide as investment adviser to the City. c. Describe your firm's business continuity plan and how often it is updated.

As part of its fiduciary duty to its clients, and as required under the Federal Compliance Program Rule, Chandler has adopted a Disaster Recovery/Business Continuity Plan to provide for the firm’s recovery from an emergency or disaster and for the resumption of business operations in as short a period as possible. These policies and procedures address our primary responsibility for establishing and maintaining communication with our clients and for our mission critical functions.

Chandler’s Disaster Recovery/Business Continuity Team consists of senior members of the firm’s administration and includes IT professionals as well as outsourced consultants.

Chandler’s policy addresses our response to both internal and external significant business disruptions and includes procedures for data back-up and recovery, client access to funds and securities, phone, internet and email disruptions, and mission critical functions such as order entry, execution, and client reporting. In the unlikely event that Chandler’s corporate headquarters in San Diego were damaged and inaccessible, we can operate from any of our regional offices in California, Colorado, Washington, or Florida. If we determine we are unable to continue our business, we assure clients prompt access to their funds and securities.

Data Backup and Recovery
Chandler has hired AppliedSense, an outsourced IT firm, to administer and monitor the back-up and recovery of our electronic records. Chandler, with the assistance of AppliedSense, conducts semi-annual tests of our backup services. All employees of Chandler are required to attest that they have reviewed the procedures described within the policy. d. Provide a copy of your firm’s most recent ADV Part 2 as on file with the SEC.

We have provided our most recently filed Form ADV Parts 1 and 2 in Appendix A.

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e. Provide any contract language your firm requests or requires to be included in a contract for this service.

We have reviewed the City’s Professional Services Contract and Contract Insurance Requirements and do not have any exceptions to the specifications, terms or conditions contained within these documents. However, we respectfully request that the City consider Chandler’s Proposed Additional Terms, which we have provided as Appendix G. This document contains additional provisions that relate specifically to our status as an SEC-registered investment adviser. f. Provide a description of your firm’s cyber security protocols and liability insurance.

Chandler’s comprehensive Cybersecurity Policy includes procedures that cover acceptable use by employees of Chandler’s network resources, as well as data backup, data destruction, data encryption, security monitoring, vendor access and incident management. The firm has addressed several components of cybersecurity that our processes monitor including websites and domains, firewalls, antivirus, patch management, employee access/privileges, VPN/encryption, mobile device management (MDM), intrusion prevention, IDS and security alert, multi-factor authentication requirements, and the physical security of our office, servers, and individual workstations.

On a quarterly basis, Chandler, with the assistance of AppliedSense conducts cyber-hygiene and resilience tests to include third-party penetration testing including but not limited to websites, on-premises workstations, wireless access points, servers, routers, etc. In addition, social engineering tests are conducted such as email phishing, CEO spear phishing, domain spoofing, pretexting, baiting, and quid pro quo. Each of these tests result in a post-mortem with any resolutions put in place immediately and prior to the next quarter’s testing.

Chandler maintains cybersecurity liability insurance in the amount of $4,000,000 evidenced on our enclosed ACORD Certificate of Liability.
—End—
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Chandler Asset Management
Appendices
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Appendix A
Form ADV, Parts 1 and 2
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

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. 03/2020 3/30/2021 2:50:48 PM
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 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
your legal name or your primary business name:

D. (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:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
If this address is a private residence, check this box:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 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:

Monday - Friday 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: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

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: Number and Street 2:

City: State: 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.I. 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.

J. 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:

JOSEPH R. KOLINSKY
Other titles, if any:

CHIEF COMPLIANCE OFFICER
Telephone number:
858.546.3737
Facsimile number, if any:
858.546.3741
Number and Street 1:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
Electronic mail (e-mail) address, if Chief Compliance Officer has one:

[email protected]
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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:

NICOLE M. DRAGOO
Titles:

PRESIDENT
Telephone number:
858.546.3737
Facsimile number, if any:
858.546.3741
Number and Street 1:
6225 LUSK BOULEVARD
Number and Street 2:

City:

SAN DIEGO
State:

California
Country:

United States
ZIP+4/Postal Code:
92121-2796
Electronic mail (e-mail) address, if contact person has one:

[email protected]
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 state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D.

Yes No
M. Are you registered with a foreign financial regulatory authority? 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. of Schedule D.

Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. 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:
254900E9BJWINIZ90E91
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 1.B. Other Business Names
No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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:
1875 LAWRENCE STREET
Number and Street 2:

SUITE 920
City:

DENVER
State:

Colorado
Country:

United States
ZIP+4/Postal Code:
80202
If this address is a private residence, check this box:

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? 2 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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:
701 5TH AVENUE
Number and Street 2:

SUITE 4200
City:

SEATTLE
State:

Washington
Country:

United States
ZIP+4/Postal Code:
98104
If this address is a private residence, check this box:

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:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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:
801 INTERNATIONAL PARKWAY
Number and Street 2:

SUITE 500
City:

LAKE MARY
State:

Florida
Country:

United States
ZIP+4/Postal Code:
32746
If this address is a private residence, check this box:

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) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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).

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Number and Street 1:
7250 REDWOOD BOULEVARD
Number and Street 2:

SUITE 300
City:

NOVATO
State:

California
Country:

United States
ZIP+4/Postal Code:
94945
If this address is a private residence, check this box:

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) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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:
2121 N. CALIFORNIA BLVD
Number and Street 2:

SUITE 290
City:

WALNUT CREEK
State:

California
Country:

United States
ZIP+4/Postal Code:
94596
If this address is a private residence, check this box:

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? 0 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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:
3445 TELEGRAPH ROAD
Number and Street 2:

SUITE 200
City:

VENTURA
State:

California
Country:

United States
ZIP+4/Postal Code:
93003
If this address is a private residence, check this box:

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) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(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/ DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 1.L. for each location.

Name of entity where books and records are kept:

CORODATA
Number and Street 1:
12370 KERRAN STREET
Number and Street 2:

City:

POWAY
State:

California
Country:

United States
ZIP+4/Postal Code:
92064
If this address is a private residence, check this box:

Telephone Number:
858.748.7202
Facsimile number, if any:
858.748.9506
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

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:

SMARSH
Number and Street 1:
110 WILLIAM STREET
Number and Street 2:

SUITE 1804
City:

NEW YORK
State:

New York
Country:

United States
ZIP+4/Postal Code:
10038
If this address is a private residence, check this box:

Telephone Number:
866-762-7741
Facsimile number, if any:

This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

EMAIL ARCHIVING
Name of entity where books and records are kept:

SCHWAB COMPLIANCE TECHOLOGIES
Number and Street 1:
150 SOUTH WACKER DRIVE
Number and Street 2:

SUITE 200
City:

CHICAGO
State:

Illinois
Country:

United States
ZIP+4/Postal Code:
60606
If this address is a private residence, check this box:

Telephone Number:
877-553-1961
Facsimile number, if any:

This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

COMPLIANCE DOCUMENTATION AND OUR COMPLIANCE CALENDAR
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items.

You (the adviser):
(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; (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
(4) have your principal office and place of business outside the United States; (5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;
(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. (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. (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. (11) are an Internet adviser relying on rule 203A-2(e); (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. (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 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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).

Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
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.(9) 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:

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.

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:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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.

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:

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:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
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 1A Instruction 4.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Item 4 Successions
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.B. 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 1A Instruction 4.

SECTION 4 Successions
No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 5.A. and Items 5.B.(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. 32 B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 15 (2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 0 (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?
15 (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 0 (5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 0 (6) Approximately how many firms or other persons solicit advisory clients on your behalf? 0 In your response to Item 5.B.(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 5.C. and 5.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? 1 (2) Approximately what percentage of your clients are non-United States persons? 0%
D. For purposes of this Item 5.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 (d)(1) or (d)(3) below.

Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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.

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 $ 255,961,120 (b) High net worth individuals 212 $ 141,339,494
(c) Banking or thrift institutions 1 $ 578,432
(d) Investment companies 0 $ 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 $ 20,501,956
(h) Charitable organizations 21 $ 153,045,509
(i) State or municipal government entities (including
government pension plans)
161 $ 17,737,195,532
(j) Other investment advisers 0 $ 0
(k) Insurance companies 0 $ 0
(l) Sovereign wealth funds and foreign official institutions 0 $ 0 (m) Corporations or other businesses not listed above 13 $ 45,551,455 (n) Other: HOSPITALS 6 $ 3,926,272,714
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(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? (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) $ 19,144,505,152 (d) 1,032
Non-Discretionary: (b) $ 3,135,941,060 (e) 63
Total: (c) $ 22,280,446,212 (f) 1,095
Part 1A 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 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services
(2) Portfolio management for individuals and/or small businesses (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) (4) Portfolio management for pooled investment vehicles (other than investment companies) (5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers) (8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(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), report the 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? 0 1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.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?
(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?
$ 184,865,929
(c) sponsor to and portfolio manager for the same wrap fee program? $ 0
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(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.I.(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.I.(1) or enter any amounts in response to Item 5.I.(2).

Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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
Yes No
(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.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? 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? 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 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.

SECTION 5.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
Name of Wrap Fee Program

SEPARATELY MANAGED ACCOUNTS (SMA) PROGRAM
Name of Sponsor

ENVESTNET PMC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(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.D.(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 60 % 60 %
(iv) U.S. State and Local Bonds 0 % 0 %
(v) Sovereign Bonds 0 % 0 %
(vi) Investment Grade Corporate Bonds 16 % 15 %
(vii) Non-Investment Grade Corporate Bonds 3 % 3 %
(viii) Derivatives 0 % 0 %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies 9 % 11 % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or 0 % 0 % DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Business Development Companies)
(xi) Cash and Cash Equivalents 5 % 5 %
(xii) Other 6 % 6 %
Generally describe any assets included in "Other"

MORTGAGE-BACKED SECURITIES (MBS), ASSET-BACKED SECURITIES (ABS), COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS) AND

SUPRANATIONALS
(b) 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 %
(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 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.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).

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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year
Gross Notional
Exposure
(1)
Regulatory
Assets Under
Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
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. (ii) End of Year
Gross Notional
Exposure
(1)
Regulatory
Assets Under
Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
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 $ $
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 5.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:

JACKSONVILLE
State:

Florida
Country:

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? $ 4,298,762,757
(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:

MINNEAPOLIS
State:

Minnesota
Country:

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)
PBLD0EJDB5FWOLXP3B76
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 6,000,583,452
(a) Legal name of custodian:

U.S. BANK, NA
(b) Primary business name of custodian:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

US BANK, NA
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CINCINNATI
State:

Ohio
Country:

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)
6BYL5QZYBDK8S7L73M02
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 6,490,752,268
(a) Legal name of custodian:

MUFG UNION BANK, N.A
(b) Primary business name of custodian:

MUFG UNION BANK, N.A
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

SAN DIEGO
State:

California
Country:

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)
OX3PU53ZLPQKJ4700D47
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 2,412,579,690
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Item 6 Other Business Activities
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):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank) (8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(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.B.(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? 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? If "yes," describe this other business on Section 6.B.(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:

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2) other investment adviser (including financial planners) (3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (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
Yes No
B. Are you an adviser to any private fund?
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.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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.B.(1) or

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
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some 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 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 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 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? (2) amount of securities to be bought or sold for a client's account? (3) broker or dealer to be used for a purchase or sale of securities for a client's account? (4) commission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E. Do you or any related person recommend brokers or dealers to clients? F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a 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 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? (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to 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 you or any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., 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 8.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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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?
(b) securities?
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 (i) 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 advisory clients':

Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (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 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 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 clients?
Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s) DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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.

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:

F. 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
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Item 10 Control Persons
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 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? 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.B. Control Person Public Reporting Companies No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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 11.A.(1), 11.A.(2),

11.B.(1), 11.B.(2), 11.D.(4), and 11.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? For "yes" answers to the following questions, complete 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? (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 11.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 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.B.(1)? 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.B.(2) to charges that are currently pending.

For "yes" 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? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist 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? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to 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 activity?
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA (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?
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? (2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "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 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 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 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 Item 11.C., 11.D., or 11.E.?
For "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? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any 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 Item 11.H.(1)?
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Item 12 Small Businesses
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? If "yes," you do not need to answer Items 12.B. 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) 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 recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(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 or more on the last day of its most recent fiscal year? DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Schedule A
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? Yes 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:

Last Name, First Name, Middle
Name)
DE/FE/I Title or Status Date Title or
Status Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S.

No. and Date of Birth,
IRS Tax No. or Employer
ID No.

CASSELL, MARTIN, DAYLE I CEO AND CIO 03/2003 C Y N 4330905

CHANDLER, MARY, CATHERINE I CHAIR OF THE
BOARD
07/1993 C Y N 2276868
DRAGOO, NICOLE, MARIE I PRESIDENT 04/2021 NA Y N 4263078

SCHMITT, JAYSON I DEPUTY CHIEF

INVESTMENT

OFFICER
01/2021 NA Y N 4892847

PIORKOWSKI, TED, JAMES I SENIOR PORTFOLIO

MANAGER
01/2007 NA N N 1857510

CHANDLER ASSET MANAGEMENT,
INC. EMPLOYEE STOCK OWNERSHIP

PLAN & TRUST
DE SHAREHOLDER 07/2017 C Y N 81-2142236

KOLINSKY, JOSEPH, ROBERT I CHIEF COMPLIANCE

OFFICER
04/2021 NA N N 2250653

DENNEHY, WILLIAM I DEPUTY CHIEF

INVESTMENT

OFFICER
05/2020 NA N N 2397527

PRICKETT, SCOTT, DAVID I DEPUTY CHIEF

INVESTMENT

OFFICER
05/2020 NA N N 1901448

TAUBER, RYAN, EDWARD I MANAGING

DIRECTOR OF
07/2020 NA N N 4007762
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

BUSINESS

DEVELOPMENT
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Schedule B
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
(Individuals: Last Name,
First Name, Middle Name)
DE/FE/I Entity in Which Interest is
Owned
Status Date
Status
Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None:

S.S. No. and
Date of Birth,
IRS Tax No. or
Employer ID No.

CASSELL, MARTIN, DAYLE I CHANDLER ASSET
MANAGEMENT, INC. EMPLOYEE

STOCK OWNERSHIP PLAN &
TRUST
TRUSTEE 07/2017 C Y N 4330905
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Schedule R
No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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? If no, complete the ADV Part 2 filing below.

Amend, retire or file new brochures:

Brochure ID Brochure Name Brochure Type(s)
280898 CHANDLER FORM ADV PART 2A
BROCHURE__03-09-2020
Individuals, High net worth individuals, Pension
plans/profit sharing plans, Foundations/charities,
Government/municipal, Other institutional, Wrap
program
349378 FORM ADV PART 2A - CHANDLER ASSET
MANAGEMENT INC.

Individuals, High net worth individuals, Pension
plans/profit sharing plans, Foundations/charities,
Government/municipal, Other institutional, Wrap
program
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA Part 3
CRS Type(s) Affiliate Info Retire
Investment Adviser
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA 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
Date: MM/DD/YYYY
03/30/2021
Printed Name:

MARTIN CASSELL
Title:

CEO AND CIO
Adviser CRD Number:
107287

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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA © 2021 FINRA. All rights reserved. FINRA is a registered trademark of the Financial Industry Regulatory Authority, Inc. Privacy Legal Terms & Conditions

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 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: Date: MM/DD/YYYY
Printed Name: Title:

Adviser CRD Number:
107287
DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

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: [email protected]
Web Address: www.chandlerasset.com
March 30, 2021
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 [email protected].

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.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

ITEM 2 MATERIAL CHANGES
This Firm Brochure, dated 03/30/2021, 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 03/09/2020.

Item 4 – Advisory Services – Revised Item 4E to reflect regulatory assets under management as of December 31, 2020.

Clients and prospective clients are strongly encouraged to review this Brochure very carefully.

DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

ITEM 3 TABLE OF CONTENTS
Item 1 Cover Page..............................................................................................................................................................1 Item 2 Material Changes .....................................................................................................................................................2 Item 3 Table of Contents ...................................................................................................................................................3 Item 4 Advisory Business .................................................................................................................................................5 Item 4A: Firm Overview...................................................................................................................................... 5 Item 4B: Types of Advisory Services................................................................................................................... 5 Item 4C: Tailoring Advisory Services Offered Directly to Clients ........................................................................ 5 Item 4D: Services Offered Through Wrap Fee Programs, Sub-Advisory Arrangements and Dual Contract Sponsored Programs........................................................................................................................................... 6 Item 4E: Assets Under Management................................................................................................................... 7 Item 5 Fees and Compensation ........................................................................................................................................7 Item 5A: Fee Schedules....................................................................................................................................... 7 Item 5B: Fee Payment ....................................................................................................................................... 10 Item 5C: Other Fees and Expenses and Valuation Policy .................................................................................. 10 Item 5D: 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 ...............................................................................11 Item 7 Types of Clients....................................................................................................................................................12 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss........................................................................12 Item 8A: Methods of Analysis & Investment Strategies................................................................................... 12 Item 8B: Material Risks..................................................................................................................................... 14 Item 8C: Risks Associated with Particular Types of Securities Used ................................................................ 15 Item 9 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 Item 11A: Code of Ethics .................................................................................................................................. 17 Item 11B: Principal Trading and Agency Cross Trading.................................................................................... 18 Item 11C: Personal Trading .............................................................................................................................. 18 Item 11D: Participation or Interest in Client Transactions............................................................................... 18 Item 12 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 ...................................................................................................... 22 Item 12A.3: Directed Brokerage....................................................................................................................... 22 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

Item 12B: Aggregating Client Trades................................................................................................................ 22 Item 13 Account Reviews..................................................................................................................................................23 Item 13A: Periodic Account Reviews................................................................................................................ 23 Item 13B: Other Reviews.................................................................................................................................. 24 Item 13C: Reporting.......................................................................................................................................... 24 Item 14 Client Referrals and Other Compensation .........................................................................................................24 Item 14A: Other Compensation ....................................................................................................................... 24 Item 14B: Client Referrals................................................................................................................................. 24 Item 15 Custody .................................................................................................................................................................25 Item 16 Investment Discretion ..........................................................................................................................................25 Item 17 Voting Client Securities .......................................................................................................................................25 Item 17A: Proxy Voting..................................................................................................................................... 25 Item 17B: Where Client Retains Right to Vote Proxies .................................................................................... 26 Item 18 Financial Information ...........................................................................................................................................26 Item 18A: Financial Statement Requirement................................................................................................... 26 Item 18B: Financial Condition .......................................................................................................................... 26 Item 18C: Bankruptcy Disclosure...................................................................................................................... 27 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

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”)  Mary Catherine (Kay) Chandler, Chair of the Board
 Martin Dayle Cassell, CEO/CIO
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 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

relevant issues. Once these reviews and discussions take place, the client enters into a written agreement 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 4D: SERVICES OFFERED THROUGH WRAP FEE PROGRAMS, SUB-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.

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In each of these programs, a representative of the program sponsor or an independent financial advisor will work 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 dualcontract or sub-advisory sponsored programs:
 Charles Schwab Corporation (“Schwab”) Market Place
 Fidelity Investments (“Fidelity”) Separate Account Network  TD Ameritrade Institutional (“TDAI”) Separate Account Exchange  Merrill Lynch (“ML”) Managed Account Services
 FDx Advisors Inc. (“FDxA”) Folio Dynamix Advisory Services Program (“Folio Dynamix Program”)  Wells Fargo Advisors (“WFA”) Private Advisor Network (“PAN”) ITEM 4E: ASSETS UNDER MANAGEMENT
Assets Under Management
As of December 31, 2020
Discretionary Non-Discretionary Total
Assets
Managed $19,144,505,152 $3,135,941,060 $22,280,446,212
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:

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Fixed Income Portfolio Management
for Institutional Accounts
Assets Under Management Annual Asset Management Fee
All Assets 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.

Guided Portfolio Strategies “GPS” Portfolio Management
for Institutional Accounts
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.

Multi Asset Class Portfolio Management for All Accounts Assets Under Management Annual Asset Management Fee
All Assets 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.

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.

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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, 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.

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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 brokerdealer 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 5B: 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 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 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

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 5D: 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. For a 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.

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 performancebased fee with accounts that are charged another type of fee (such as assets under management).

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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 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, DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA

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 nongovernment 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.

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.

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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 8B: 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 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.

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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.
 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.

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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.

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 DocuSign Envelope ID: 73C83E34-9789-4DEB-8157-BA975B09F2EA