HomeMy WebLinkAboutR-2014-032 Contract for PFM Asset Management RESOLUTION NO. R-2014- 032
A RESOLUTION APPROVING A CONSENT TO DEEMED ASSIGNMENT OF INVESTMENT
ADVISORY AGREEMENT(S)WITH PFM ASSET MANAGEMENT LLC
BE IT RESOLVED, by the Board of Aldermen of the City of Riverside, Missouri, as
follows:
THAT the CONSENT TO DEEMED ASSIGNMENT OF INVESTMENT ADVISORY
AGREEMENT(S) WITH PFM ASSET MANAGEMENT LLC, in substantially the same form
attached hereto, is hereby authorized and approved;
FURTHER THAT the Mayor, the City Administrator, the Finance Director, and other
appropriate City officials are hereby authorized to take any and all actions as may be deemed
necessary or convenient to carry out and comply with the intent of this Resolution and to
execute and deliver for and on behalf of the City all certificates, instruments, agreements and
other documents, as may be necessary or convenient to perform all matters herein authorized.
��ASSED.AN ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,
the ay of , 2014.
V
at een L. Rose, Mayor
ATTEST:
Robin L9ttorell, CWy Clerk
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April 24,2014
Donna Resz
Riverside,City of
2950 NW Vivian Rd.
Riverside,MO 64150
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Dear Donna Resz:
PFM Asset Management LLC("PFM")considers it a privilege to serve as your investment advisor. We an
writing to you to request your authorization to continue to provide investment management services,upon
completion of the transaction described below,under the investment advisory agreement(s)between PFM
and you.
PFM and its affiliates are currently owned through a holding company by our senior management
("Managing Directors')and a respected group of institutional investors led by ICV Partners('Institutional
Investors")as equity participants in the holding company.
PFM's Managing Directors have unanimously agreed to a transaction that will create a new capital
structure whereby the firm's Managing Directors will acquire all of the ownership interests ftom the
Institutional Investors and thus will own all of the firm's equity(the'Transaction).In addition to a
significant additional capital commitment by PFM's Managing Directors,a consortium of banks and
institutional lenders are providing financing for the Transaction.
The Transaction described in this letter is not intended to result in any change in Mrs investment advisory
structure or the employees or managers responsible for your account.The business organization of PFM i
rennins unchanged,and we maintain our goal of providing you with the highest quality investment advice
and outstanding client service. We are pleased that strong support frau you and other clients have
contributed to our continued strength as a Ilan. As of December 31,2013,PFM had$91.8 billion in total
assets under management or advisement,including$50 billion in discretionary assets under management
and$41.8 billion in non-discretionary assets under advisement.Our growth over the years has strengthened
our commitment to serve our clients'interests well and It remains our number one priority.
The Transaction will give PFM greater capacity to invest in our business and to enlarge our services for
the benefit of our clients. The Transaction is currently expected to close on or before June 30,2014.
When the Transaction closes,the action would be treated under applicable law as a change in control of
PFM and thus as a constructive or"deemed"assignment of your advisory contract. Your investment
advisory contract with PFM allows assignment only upon your consent. Therefore,we request that you
consent to the deemed assignment by signing and returning the form of consent which accompanies this
letter.
Following the transmittal of this letter,PFM will continue active Investment management of your account
for your benefit with the same personnel who presently area you.In the event that you do not give
notice to PFM within 60 days after the date of this letter that you disapprove of die deemed assignment.
you will be considered to have consented to the assignment,and}roma investment advisory agreement will y
remain in effect,with no change to Ns terms,both before and atter completion of the Transaction.You of
course continue to have the right,before and after the change in control,to terminate tie Investment
advisory agreement in accordance with its tams.
If you have questions or wish to discuss this matter,please contact your client services manager at PFM;or
you may contact me at the above address,by telephone or by email.
Thank you,again,for allowing PFM to serve you as investment advisor.My colleagues at PFM and I are
confident that you will find the Transaction will enhance our ability to serve you,and that you will find
the completion of the Transaction entirely seamless.
Sincerely,
PFM Asset Management LLC
Marty Margolis
President
i
CONSENT TO DEEMED ASSIGNMENT OF
INVESTMENT ADVISORY AGREEMENT[S] WITH
PFM ASSET MANAGEMENT LLC
The below named Investor hereby consents to the deemed assignment of all Investment Advisory
Agreements between such Investor and PFM Asset Management LLC ('PFM") upon the change in control
of the holding company of PFM.
The undersigned officer is duly authorized by such Investor to execute and deliver this consent.
Lj o� R \j4 S i A e-
Name of Investor
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State
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Signature of Authorized Offilca
Name of Authorized
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Title of
II Authorized Officer
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Date
Attest: (If required)