WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED AUGUST 24, 2016 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008

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1 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED AUGUST 24, 2016 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 This Supplement supplies additional information with respect to the Liquid Asset Series, a portfolio established by the Board of Trustees (the Board ) of the Fund and should be read in conjunction with the Fund Information Statement dated October 1, 2008 as supplemented to date. Terms used in this Supplement shall be as defined in the Information Statement. Please be advised that the Board approved the adoption of GASB 79 requirements at a meeting held on May 26, As a result of this adoption, the Board has determined, in consultation with the Investment Adviser, that it will manage the Liquid Asset Series in accordance with GASB 79 requirements, as applicable, for continued use of amortized cost. The date of this Supplement is August 24, THIS IS A SUPPLEMENT TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 AS SUPPLEMENTED MAY 16, 2013, NOVEMBER 16, 2012, JULY 11, 2011, APRIL 3, 2009 AND FEBRUARY 18, IT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. A COMPLETE INFORMATION STATEMENT, INCLUDING ALL SUPPLEMENTS, IS AVAILABLE UPON REQUEST BY CONTACTING A FUND REPRESENTATIVE AT PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.

2 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED FEBRUARY 18, 2014 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 The following information modifies and should be read in conjunction with the information provided in the Fund s Information Statement dated October 1, 2008 as supplemented to date. Effective immediately, language related to Purchase by Federal Funds Wire, Step 2. in the section titled HOW TO PURCHASE / INVEST SHARES: LIQUID ASSET SERIES is replaced in its entirety with the following: Step 2. Report your purchase by 11:00 a.m. Mountain Time for same-day credit on EON at or call the Administrator at WGIF ( ) (select option 2) and provide the following information: Name of your account Name of bank sending wire Your account number Amount being wired The date of this Supplement is February 18, THIS IS A SUPPLEMENT TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 AS SUPPLEMENTED MAY 16, 2013, NOVEMBER 16, 2012, JULY 11, 2011 and APRIL 3, IT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. A COMPLETE INFORMATION STATEMENT, INCLUDING ALL SUPPLEMENTS, IS AVAILABLE UPON REQUEST BY CONTACTING A FUND REPRESENTATIVE AT PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.

3 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED MAY 16, 2013 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 The following information supplements and should be read in conjunction with the information provided in the Fund s Information Statement dated October 1, 2008 as supplement to date. Effective immediately, the Illiquid Securities language in the section titled Investment Objective and Policies Investment Restriction Policies is replaced in its entirety with the following: Illiquid investments are securities that cannot be sold or disposed of in the ordinary course of business at approximately the value ascribed to it by the Fund. The Fund may not invest more than 5% of net assets in the following illiquid investments, measured in aggregate. Illiquid investments include: Restricted investments (those that, for legal reasons, cannot be freely sold). Fixed time deposits with a maturity of more than seven days that are subject to early withdrawal penalties. Any repurchase agreement maturing in more than seven days and not terminable at approximately the carrying value in the Fund before that time. Other investments that are not readily marketable at approximately the carrying value in the Fund. If the 5% limitation on investing in illiquid securities is adhered to at the time of investment, but later increases beyond 5% resulting from a change in the values of the Fund s portfolio securities or total assets, the Fund shall then bring the percentage of illiquid investments back into conformity as soon as practicably possible. The Fund believes that these liquidity requirements are reasonable and appropriate to assure that the securities in which the Fund invests are sufficiently liquid to meet reasonably foreseeable redemptions of shares. The date of this Supplement is May 16, THIS IS A SUPPLEMENT TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 AS SUPPLEMENTED NOVEMBER 16, 2012, JULY 11, 2011 and APRIL 3, IT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. A COMPLETE INFORMATION STATEMENT, INCLUDING ALL SUPPLEMENTS, IS AVAILABLE UPON REQUEST BY CONTACTING A FUND REPRESENTATIVE AT PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.

4 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED NOVEMBER 16, 2012 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 The following information supplements and should be read in conjunction with the information provided in the Fund s Information Statement dated October 1, 2008 as supplement to date. Effective immediately, the first paragraph in the section titled HOW TO PURCHASE / INVEST IN SHARES OF THE FUND is replaced in its entirety with the following: Upon approval of the new account application, an account number will be provided within twenty-four hours. Shares of the Fund may be purchased on any Business Day by contacting the Administrator. A Business Day is any day that (1) both the Federal Reserve Bank of New York and the Fund s Custodian are open for business and (2) the primary trading markets for the Fund s portfolio instruments are open and the Fund s management believes there is an adequate market to meet purchase and redemption requests. Additionally, the Fund is authorized not to open for trading on a day that is otherwise a Business Day if the Securities Industry and Financial Markets Association ( SIFMA ) recommends that the primary trading markets close. The Fund may also close early on a Business Day if the SIFMA recommends that primary trading markets close early. In light of anticipated limited availability for money market securities and fixed income settlement capacity limitations, Management has determined that the Fund will not be open for business on Good Friday even if the primary trading markets are open. Specifically, no Federal Reserve wire settlement will occur, purchases and redemptions will not be accepted and no settlement will occur for the fund. To permit the Investment Adviser to manage the Fund assets most effectively, Participants should place purchase orders as early in the day as possible by calling WGIF ( ) (select option 2). The date of this Supplement is November 16, THIS IS A SUPPLEMENT TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 AS SUPPLEMENTED JULY 11, 2011 and APRIL 3, IT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. A COMPLETE INFORMATION STATEMENT, INCLUDING ALL SUPPLEMENTS, IS AVAILABLE UPON REQUEST BY CONTACTING A FUND REPRESENTATIVE AT PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. 1

5 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED JULY 11, 2011 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 The following information supplements and should be read in conjunction with the information provided in the Fund s Information Statement dated October 1, On May 26, 2011, the Trustees of the Fund voted to manage the Fund substantially in accordance with recently adopted amendments to Rule 2a-7 of the Investment Company Act of 1940, as amended. 1. Effective immediately, language in subsection (iii) of the section titled "INVESTMENT OBJECTIVE AND POLICIES - Investment Restriction Policies" is replaced in its entirety with the following: (iii) may not purchase any Permitted Investment if the effect of such purchase by the Fund would be to make the dollar weighted average maturity of a Fund s Series greater than 60 days (other than a Fixed-Term Series as described under THE SERIES OF THE FUND herein), provided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding paragraph (ii) shall be deemed to mature on the date established by such irrevocable agreement; 2. Effective immediately, the following non-fundamental investment restriction is added to the end of the section titled INVESTMENT OBJECTIVE AND POLICIES Investment Restriction Policies : Illiquid Securities. The Fund does not intend to purchase any security if, as a result, more than 5% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued. For purposes of the Fund s illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the Fund were to be in a position where more than 5% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity. 3. Effective immediately, language in subsection (i) of the section titled "INVESTMENT OBJECTIVE AND POLICIES - Investment Restrictions and Policies - Policies" is replaced in its entirety with the following: (i) seek to maintain a dollar weighted average maturity appropriate to the objective of maintaining a stable net asset value of a share of beneficial interest of $1.00 in the Liquid Asset Series and which will not exceed 60 days (except for the Fixed-Term Series described under SERIES OF THE FUND herein), provided, however, that should the disposition of a particular Series investment or successive withdrawals by Participants in a Series result in a dollar weighted average maturity for that Series of more than 60 days in the case of the Liquid Asset Series the Fund will invest available cash in such a manner as to reduce such average maturity to 60 days as soon as reasonably practicable; 1

6 4. Effective immediately, the following language in the section titled SERIES OF THE FUND Liquid Asset Series is replaced in its entirety with the following: This Series maintains a dollar weighted average maturity of 60 days or less and a dollar-weighted average life (portfolio maturity computed to final maturity without regard to interest rate adjustments on investment) of 120 days or less and seeks to maintain a constant net asset value per share of beneficial interest of $1.00. This Series has a $1.00 minimum balance requirement and no minimum amount requirements on deposits and withdrawals. A Participant may withdraw funds from the Liquid Asset Series on a daily basis in any amount not in excess of its account balance in the Liquid Asset Series. The Permitted Investments in which the Liquid Asset Series is invested are selected by PFM Asset Management LLC, a Delaware limited liability company, as the investment adviser for the Fund (the Investment Adviser or PFM ). 5. Effective immediately, the first paragraph in the section titled "SERIES OF THE FUND - Fixed Term Series" is replaced in its entirety with the following: Various Fixed-Term Series have been and will continue to be established from time to time by the Trustees in order to facilitate investments for fixed periods of time at a fixed rate of return. The following are characteristics of and policies affecting the Fixed-Term Series. Typically, each Fixed- Term Series will maintain a dollar weighted average maturity equal to the stated term of the particular Fixed-Term Series, and to which the 60 day dollar weighted average maturity limit does not apply. Due to the nature of a Fixed-Term Series, net asset value computations are also inapplicable and are therefore not calculated or reported. The minimum investment for any particular Fixed-Term Series will be $10,000 for each separate Participant, and $100,000 for all investments in a particular Fixed- Term Series, and no investment made in a Fixed-Term Series may be withdrawn from that Series prior to its stated maturity date, except as described under HOW TO REDEEM SHARES: FIXED- TERM SERIES. At the maturity of a Fixed-Term Series, applicable interest and principal will be credited to the Participant s Liquid Asset Series account. The date of this Supplement is July 11, THIS IS A SUPPLEMENT TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 AS SUPPLEMENTED APRIL 3, IT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. A COMPLETE INFORMATION STATEMENT, INCLUDING ALL SUPPLEMENTS, IS AVAILABLE UPON REQUEST BY CONTACTING A FUND REPRESENTATIVE AT PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. 2

7 WYOMING GOVERNMENT INVESTMENT FUND (the Fund ) SUPPLEMENT DATED APRIL 3, 2009 TO THE INFORMATION STATEMENT DATED OCTOBER 1, 2008 The following information supplements and should be read in conjunction with the information provided in the Fund s Information Statement dated October 1, George K. Baum & Company, the Fund s Distribution Agent, is relocating to a new office effective March 30, Accordingly, all references in the Information Statement to the Distribution Agent s mailing address are amended as follows: George K. Baum & Company 1720 Carey Avenue, Suite 530 Cheyenne, Wyoming On October 3, 2008, the United States Congress approved legislation authorizing the temporary increase of deposit insurance provided by the Federal Deposit Insurance Corporation ( FDIC ) from $100,000 to $250,000 per depositor through December 31, The sections entitled ADDITIONAL PROGRAMS Fixed-Term Investment Program and CERTAIN RISKS OF INVESTMENT IN THE PROGRAM FDIC Insured Certificates of Deposit should be amended to reflect the temporary increase in deposit insurance coverage as described above. As such, Participants will be able to purchase FDIC insured certificates of deposit ( CDs ) in denominations that are less than the applicable FDIC insurance limit. Additional information regarding FDIC coverage limits and requirements can be found on the FDIC website: 3. The following language should be added at the end of the section entitled EXPENSES OF THE FUND that begins on page 16: Any of PFM, the Custodian, the Distribution Agent or the Consultant (each a Service Provider ) may, but shall not be obligated to, reduce a portion of its fees to assist the Fund in an attempt to maintain a positive yield. In the event that a Service Provider elects to initiate a fee reduction, such fee reduction shall be applicable to the computation of the net asset value ( NAV ) of the Fund on the business day immediately following the date on which the Service Provider gives notice to the Fund on the rate of the fee reduction to be applied in calculating the NAV. A fee reduction shall remain in effect until notice is provided to the Fund by the Service Provider regarding its intent to terminate its fee reduction or revise, upward or downward, the rate of its fee reduction. At any time after a fee reduction has been terminated, the relevant Service Provider may elect to have the amount of its accumulated reduced fees restored in whole or in part under the conditions described in the Service Provider s Fee Reduction Agreement with the Fund by way of a payment of fees in excess of the rate it was entitled to, prior to any fee reduction, all as set forth in the respective Fee Reduction Agreement. 4. On October 14, 2008, the FDIC announced its Temporary Liquidity Guarantee Program ( TLG Program ). Under the TLG Program, the FDIC guarantees the payment of principal of and interest on securities issued by private entities participating in the TLG Program through the earlier of the maturity date of the debt or June 30, 2012 (the FDIC Guarantee ). The FDIC has concluded that the FDIC Guarantee is subject to the full faith and credit of the United States pursuant to the Federal Deposit Insurance Act. As a result, the Board of Trustees has approved several changes to the investment policies of the Fund.

8 Effective immediately, the section entitled INVESTMENT OBJECTIVE AND POLICIES is amended as follows: Permitted Investments. Add the following item: (xiii) Debt securities guaranteed by the FDIC under the TLG Program. Investment Restrictions and Policies. Under the subheading Restrictions. The Fund: amend language in item (ii) as follows: (ii) may not purchase (a) any securities issued by the United States, its agencies or instrumentalities which have a maturity date more than 397 days from the date of the purchase thereof, unless subject at the time of such purchase to an irrevocable agreement, on the part of a person listed on the United States Treasury Department list of Primary Dealers or any equivalent successor to such list (a Responsible Person ), to purchase such Permitted Investment from the Fund within 397 days from the date of purchase; or (b) any other Permitted Investment which has a maturity date more than two years from the date of the Fund s purchase thereof, unless subject at the time of such purchase by the Fund to an irrevocable agreement on the part of the Responsible Person to purchase such Permitted Investment from the Fund within two years; provided, however, that the Trustees may, in their discretion by action set forth in the applicable Certificate or Certificates of Designation, waive such two years limitation with respect to any one or more Series of Shares; At the end of subsection (vi), add the following paragraphs: By Certificate of Designation dated March XX, 2009, the Trustees have waived, with respect to the Liquid Series the two year restriction for the maturities set forth in subsection (ii) above; provided, however, that any such Permitted Investment shall have a maturity as defined in 17 C.F.R a-7 ( Rule 2a-7 ), which by reason of interest reset or irrevocable repurchase agreement or otherwise, shall not exceed the maximum maturity otherwise permissible under Rule 2a-7. Although the securities issued under the TLG Program are guaranteed by the FDIC, they are still subject to interest rate and market risk, and the FDIC Guarantee does not apply to any Series of Shares of the Fund. The date of this Supplement is April 3, THIS SUPPLEMENT TO THE INFORMATION STATEMENT PROVIDES ADDITIONAL INFORMATION ABOUT THE FUND. PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. 2

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10 THIS INFORMATION STATEMENT PROVIDES CERTAIN INFORMATION ABOUT THE INVESTMENT OBJECTIVES, ORGANIZATION, STRUCTURE AND OPERATIONS OF THE WYOMING GOVERNMENT INVESTMENT FUND (THE FUND ) AND ITS INVESTMENT OPPORTUNITIES. PROSPECTIVE INVESTORS SHOULD READ IT CAREFULLY BEFORE INVESTING AND RETAIN IT FOR FUTURE REFERENCE. IN ADDITION, PROSPECTIVE INVESTORS SHOULD READ THE FUND S DECLARATION OF TRUST. THIS INFORMATION STATEMENT IS QUALIFIED IN ITS ENTIRETY BY THE FUND S DECLARATION OF TRUST, ITS GOVERNING INSTRUMENT (REFERRED TO HEREIN AS THE DECLARATION OF TRUST ), AND IF THERE IS ANY CONFLICT BETWEEN THIS INFORMATION STATEMENT AND THE FUND S DECLARATION OF TRUST, THE DECLARATION OF TRUST PREVAILS. THE INFORMATION CONTAINED HEREIN IS INTENDED SOLELY FOR THE USE OF THE OFFEREE NAMED IN THE FUND S RECORDS AS THE RECIPIENT OF THIS DOCUMENT (OR THAT PERSON S INDEPENDENT AGENT). THIS INFORMATION STATEMENT MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES REVIEWED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT OR APPROVED OR ENDORSED THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES MAY NOT BE TRANSFERRED, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING SOLD IN RELIANCE ON EXEMPTIONS FROM THOSE REGISTRATION REQUIREMENTS. AN INVESTMENT INTHE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL OR PRIVATE AGENCY. WHILE THE LIQUID ASSET SERIES SEEKS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE AND EACH FIXED-TERM SERIES SEEKS TO ACHIEVE A NET ASSET VALUE OF $1.00 PER SHARE AT ITS STATED MATURITY, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND. The Date Of This Information Statement Is October 1, ii

11 TABLE OF CONTENTS TABLE OF CONTENTS... BACKGROUND... 1 ELIGIBLE PARTICIPANTS... 1 MINIMUM BALANCE... 1 INVESTMENT OBJECTIVE AND POLICIES... 1 PERMITTED INVESTMENTS... 2 INVESTMENT RESTRICTIONS AND POLICIES... 3 SERIES OF THE FUND... 4 OVERVIEW... 4 LIQUID ASSET SERIES... 4 FIXED-TERM SERIES... 4 PARTICIPATION REQUIREMENTS... 5 SERIES INDEPENDENCE... 5 ADDITIONAL PROGRAMS... 5 INDIVIDUAL PORTFOLIO ( IP )... 6 BOND ACCOUNT MANAGEMENT ( BAM ) FIXED TERM INVESTMENT PROGRAM ACCOUNT PROCEDURES... 7 PROCEDURE FOR OPENING ACCOUNTS... 7 HOW TO PURCHASE / INVEST SHARES IN THE FUND... 7 HOW TO PURCHASE / INVEST SHARES: LIQUID ASSET SERIES... 8 HOW TO REDEEM / WITHDRAW SHARES: LIQUID ASSET SERIES... 9 HOW TO PURCHASE / INVEST SHARES: FIXED-TERM SERIES HOW TO REDEAM / WITHDRAW SHARES: FIXED-TERM SERIES TRUSTEES AND OFFICERS NUMBER ELECTIONS VACANCIES REMOVAL OF TRUSTEES OFFICERS COMPENSATION THE CONSULTANT DUTIES CONSULTING AGREEMENT THE INVESTMENT ADVISER DUTIES INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT THE ADMINISTRATOR DUTIES INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT THE DISTRIBUTION AGENT DUTIES DISTRIBUTION AGENT AGREEMENT iii

12 THE CUSTODIAN DUTIES TRADING WITH THE CUSTODIAN CUSTODIAN AGREEMENT LEGAL COUNSEL INDEPENDENT ACCOUNTANTS EXPENSES OF THE VARIOUS SERIES LIQUID ASSET SERIES FIXED TERM SERIES OTHER DAILY INCOME ALLOCATIONS LIQUID ASSET SERIES FIXED-TERM SERIES COMPUTATION OF YIELD LIQUID ASSET SERIES FIXED-TERM SERIES DETERMINATION OF NET ASSET VALUE LIQUID ASSET SERIES FIXED-TERM SERIES REPORTS TO PARTICIPANTS FURTHER INFORMATION FUND TRANSACTIONS DECLARATION OF TRUST DESCRIPTION OF SHARES VOTING INITIATING A VOTE OF THE PARTICIPANTS DISTRIBUTIONS PARTICIPANT LIABILITY RESPONSIBILITY OF TRUSTEES, OFFICERS AND EMPLOYEES INDEMNIFICATION TERMINATION OF THE DECLARATION OF TRUST AMENDMENT OF DECLARATION OF TRUST CERTAIN RISKS OF INVESTMENT IN THE FUND INCOME, MARKET AND CREDIT RISK REPURCHASE AGREEMENTS OBLIGATIONS OF UNITED STATES GOVERNMENTAL AGENCIES AND INSTRUMENTALITIES BANKERS ACCEPTANCES GUARANTEED INVESTMENT CONTRACTS ( GIC ) COMMERCIAL PAPER FDIC INSURED CERTIFICATES OF DEPOSIT ABSENCE OF GOVERNMENTAL RULINGS, RELIANCE UPON LEGAL COUNSEL iv

13 BACKGROUND The Wyoming Government Investment Fund (the Fund ) is a statutory trust organized and existing under the laws of the State of Wyoming. The Fund was established for the purpose of allowing Wyoming governmental entities to pool their investment funds to obtain the highest potential investment yield, while attempting to maintain liquidity and preserve capital. The Fund was established on July 1, 1996, with the adoption of a Declaration of Trust (together with the four subsequent amendments thereto, the Declaration of Trust ). The address of the Fund is c/o the Wyoming School Boards Association, 2323 Pioneer Avenue, Cheyenne, Wyoming To receive specific information about the Fund and its Board of Trustees, or to open an account, write to the Fund s Distribution Agent: George K. Baum & Company, 401 West 19th Street, Suite 300, Cheyenne, Wyoming 82001, or call, toll-free, Additionally, information on the Fund may be viewed on the Fund s website at FOR INFORMATION REGARDING THE RISKS OF INVESTING IN THE FUND, SEE CERTAIN RISKS OF INVESTMENT IN THE FUND HEREIN. ELIGIBLE PARTICIPANTS In accordance with the Declaration of Trust and applicable law, eligible investors in the Fund (the Participants ) shall include only Wyoming entities which perform essential governmental functions as defined in the Declaration of Trust, or trustees holding the funds of a qualified governmental entity pursuant to an exercise of an essential governmental function by the entity. The Trustees of the Fund (the Trustees ), in their sole discretion, may, from time to time, permit such entities to become Participants of the Fund, if deemed by the Trustees to be appropriate for participation in the Fund. Minimum Balance It is necessary for a Participant to maintain a minimum balance of $1.00 in the Liquid Asset Series of the Fund in order to remain a Participant of the Fund. INVESTMENT OBJECTIVE AND POLICIES The Fund s investment objective is to provide a means for all Participants to achieve a high rate of return while preserving capital and maintaining liquidity, although there can be no guarantee that such objective will be achieved. The Fund seeks to attain its investment objective through professionally managed investment programs with the investment policies and restrictions described below. The Fund will pursue only conservative investment policies. The Fund will not borrow money or incur indebtedness or make a leveraged investment except as a temporary measure to facilitate the transfer of funds to a Participant. The Fund will not invest in derivatives, including high risk mortgage backed securities. The Fund will only invest in securities which are permitted investments for Wyoming governmental entities. An investment in the Fund is not a deposit to or obligation of any bank, and is not insured or guaranteed by the United States, the Federal Deposit Insurance Corporation, or any other federal or state agency. 1

14 Permitted Investments The Fund is specifically designed for Wyoming governmental entities. Accordingly, at all times, the Fund s investments will consist of instruments which are suitable for short term investment needs. These investments (the Permitted Investments ) currently may include: (i) (ii) United States treasury bills, notes or bonds, including stripped principal or interest obligations of such issuances, or any other obligation or security issued by the United States treasury or any other obligation guaranteed as to principal and interest by the United States; Bonds, notes, debentures, or any other obligations or securities issued by or guaranteed by any federal government agency or instrumentality, including but not limited to the following to the extent that they remain federal government agencies or instrumentalities: Federal National Mortgage Association, Federal Home Loan Bank, Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation and Government National Mortgage Association. All federal agency securities shall be direct issuances of federal agencies or instrumentalities; (iii) Repurchase agreements involving securities which are authorized investments under paragraphs (i) and (ii) above. The securities may be held in a custodial arrangement with a member bank of the federal reserve system or in a segregated account at a federal reserve system bank. The repurchase agreement must provide for daily valuation and have a minimum excess market price reserve of one hundred two percent (102%) of the investment; (iv) (v) Deposits in financial institutions located within the state of Wyoming; Mortgage-backed securities that are obligations of or guaranteed or insured issues of the United States, its agencies, instrumentalities or organizations created by an act of Congress, excluding those defined as high risk. High risk mortgage-backed securities are defined as any security which meets either of the following criteria: (A) (B) Is rated V-6 or higher by Fitch Ratings or at an equivalent rating by another nationally recognized rating service; or Is defined as a high risk mortgage security under Section III of the Supervisory Policy Concerning Selection of Securities Dealers and Unsuitable Investment Practices, as amended by the Federal Financial Institutions Examination Council as created under 12 U.S.C. 3301, et seq., or its successor. (vi) Bankers Acceptances of United States banks eligible for purchase by the Federal Reserve system; (vii) Guaranteed investment contracts if issued and guaranteed by a United States commercial bank or a United States insurance company. The credit quality of the issuer and guarantor shall be the highest category of either A. M. Best, Moody s or Standard and Poor s rating service. The contract shall provide a non-penalized right of withdrawal of the investment if the credit quality of the investment is downgraded; (viii) A commingled fund of eligible securities listed in paragraphs (i) through (xii) if the securities are held through a trust department of a bank authorized to do business in the state of Wyoming or through a trust company authorized to do business in the state of Wyoming with total capital of at least ten million dollars ($10,000,000.00) or which has an unconditional guarantee with respect to those securities from an entity with total capital of at least one hundred million dollars ($100,000,000.00); 2

15 (ix) Certificates of deposit of a savings and loan association, a federal savings bank, or a bank authorized to do business in the state of Wyoming to the extent that they are fully insured by the Federal Deposit Insurance Corporation, or secured by a pledge of assets and are otherwise authorized as a depository as prescribed by law; (x) (xi) As authorized by Sections and of the Wyoming Statutes, bonds of the Wyoming Natural Gas Pipeline Authority and the Wyoming Infrastructure Authority; Shares of a money market fund as specified in Section (g) of the Wyoming Statutes; and (xii) Commercial paper of corporations organized and existing under the laws of any state of the United States, provided that at the time of purchase, the commercial paper shall: (A) (B) Have a maturity of not more than two hundred seventy (270) days; and Be rated by Moody s as P-1 or by Standard & Poor s as A-1+ or equivalent ratings indicating that the commercial paper issued by a corporation is of the highest quality rating. Investment Restrictions and Policies The Fund, at all times, will consist solely of Permitted Investments that also meet the additional investment restrictions and policies adopted by the Trustees and described below. Accordingly, the Fund may only buy and sell, and enter into agreements to buy and sell, Permitted Investments subject to the following additional investment restrictions and policies: Restrictions. The Fund: (i) (ii) may not make any investments other than investments authorized by the laws of the state of Wyoming or any other provisions of law applicable to the investment of funds by the Participants, as the same may be amended from time to time; may not purchase any securities issued by the United States, its agencies or instrumentalities which have a maturity date more than 397 days from the date of the purchase thereof, unless subject at the time of such purchase to an irrevocable agreement, on the part of a person listed on the United States Treasury Department list of Primary Dealers or any equivalent successor to such list (a Responsible Person ), to purchase such Permitted Investment from the Fund within 397 days from the date of purchase; (iii) may not purchase any Permitted Investment if the effect of such purchase by the Fund would be to make the dollar weighted average maturity of a Fund s Series greater than 90 days (other than a Fixed-Term Series as described under THE SERIES OF THE FUND herein), provided, however, that in making such determination any Permitted Investment which is subject to an irrevocable agreement of the nature referred to in the preceding paragraph (ii) shall be deemed to mature on the date established by such irrevocable agreement; (iv) may not purchase certificates of deposit unless the issuer of the certificates of deposit meets criteria established by the Trustees; (v) may not enter into repurchase agreements unless the issuer of the repurchase agreements is a Responsible Person and complies with the operating procedures established by the Trustees; and 3

16 (vi) may not invest more than 10% of the Liquid Asset Series assets in a single entity (not including the United States Government, its agencies and instrumentalities); Policies. The Fund will: (i) (ii) seek to maintain a dollar weighted average maturity appropriate to the objective of maintaining a stable net asset value of a share of beneficial interest of $1.00 in the Liquid Asset Series and which will not exceed 90 days (except for the Fixed-Term Series described under SERIES OF THE FUND herein), provided, however, that should the disposition of a particular Series investment or successive withdrawals by Participants in a Series result in a dollar weighted average maturity for that Series of more than 90 days in the case of the Liquid Asset Series the Fund will invest available cash in such a manner as to reduce such average maturity to 90 days as soon as reasonably practicable; not borrow money or incur indebtedness whether or not the proceeds thereof are intended to be used to purchase Permitted Investments, except as a temporary measure to facilitate the transfer of funds to the Participants where such transfers might otherwise require unscheduled dispositions of a Serie s investments but, even then, only to the extent permitted by law; and (iii) not make loans, provided however, that the Fund may make Permitted Investments. These restrictions and policies are considered to be fundamental to the operation and activities of the Fund and may not be changed without the affirmative vote of a majority of the Trustees. SERIES OF THE FUND Overview The Declaration of Trust for the Fund permits and provides for the creation of several specialized asset portfolios ( Series ) by the Fund, and sets forth the manner in which any such Series may be created and managed. Various Series may be designed to meet the specific investment objectives and needs of each Participant. At present, the Fund has two types of Series available to Participants: (1) the Liquid Asset Series; and (2) the Fixed-Term Series. See also ADDITIONAL PROGRAMS below regarding other fixed-term investments currently offered through the agents of the Fund. Liquid Asset Series The Liquid Asset Series consists of Permitted Investments (as defined above) which tend to be short-term and liquid in nature. This Series maintains a dollar weighted average maturity of not more than 90 days and seeks to maintain a constant net asset value per share of beneficial interest of $1.00. This Series has a $1.00 minimum balance requirement and no minimum amount requirements on deposits and withdrawals. A Participant may withdraw funds from the Liquid Asset Series on a daily basis in any amount not in excess of its account balance in the Liquid Asset Series. The Permitted Investments in which the Liquid Asset Series is invested are selected by PFM Asset Management LLC, a Delaware limited liability company, as the investment adviser for the Fund (the Investment Adviser or PFM ). Fixed-Term Series Various Fixed-Term Series have been and will continue to be established from time to time by the Trustees in order to facilitate investments for fixed periods of time at a fixed rate of return. The following are characteristics of and policies affecting the Fixed-Term Series. Typically, each Fixed-Term Series will maintain a dollar weighted average maturity equal to the stated term of the particular Fixed-Term Series, and to which the 90 day dollar weighted average maturity limit does not apply. Due to the nature of a Fixed-Term Series, net asset value computations are also inapplicable and are therefore not calculated or reported. The minimum investment for any particular Fixed-Term Series will be $10,000 for each 4

17 separate Participant, and $100,000 for all investments in a particular Fixed-Term Series, and no investment made in a Fixed-Term Series may be withdrawn from that Series prior to its stated maturity date, except as described under HOW TO REDEEM SHARES: FIXED-TERM SERIES. At the maturity of a Fixed-Term Series, applicable interest and principal will be credited to the Participant s Liquid Asset Series account. The Permitted Investments in which each Fixed-Term Series will invest are to be selected by the Investment Adviser. By requiring all Participant investments to be deposited for the full term of each Fixed-Term Series, the Series can provide Participants with a fixed rate of return. Additionally, because of these withdrawal limitations, the Investment Adviser is able to select Permitted Investments which typically have longer terms to maturity than those selected for the Liquid Asset Series. These longer terms to maturity are anticipated to result in each Fixed-Term Series normally having a higher yield than the Liquid Asset Series. However, there can be no assurance that such a result will occur. The investment portfolio of each Fixed-Term Series is accounted for independently of the investment portfolio of any other Series of the Fund. In the event a particular Fixed-Term Series portfolio were to realize a loss (whether of principal or interest), no contribution would be made to such Fixed-Term Series from any other Series to offset such loss. In order to establish a particular Fixed-Term Series, the Trustees must authorize the establishment of the Series. Each Participant investing in a particular Fixed-Term Series will be provided with information setting forth the terms and investment characteristics of the particular Fixed-Term Series, including: (i) the date of initiation of the Series; (ii) its term; (iii) any limitation as to the Participants who may be eligible to invest in the Series; (iv) the nature of the investments; and (v) other terms or characteristics applicable to the Series. Participants should note that the Fixed-Term Series are created to provide Participants with the ability to pool their investment dollars for a fixed period of time and receive a fixed rate of return. By pooling a Participant s investment dollars with other Participants for the same period, each Participant may be able to earn a higher rate of return than it would earn on its own, assuming the same investment quality, maturity date, investment amount and cost. However, there can be no assurance that such a result will occur. Participation Requirements All Participants must participate in the Liquid Asset Series in order to invest in a Fixed-Term Series. The Trustees have the power to designate one or more additional Series in which all Participants must participate. Subject to the foregoing, a Participant can participate in as few or as many of the Fixed-Term Series as it chooses. Information is provided to Participants from time to time regarding how to participate in any particular Series. Series Independence Each Series of the Fund will be independent of every other Series of the Fund. In the event that a loss is incurred with respect to any Series (whether of principal or interest), no contribution will be made to such Series from any other Series to offset such loss. Furthermore, no Series constitutes security or collateral for any other Series. ADDITIONAL PROGRAMS From time to time various parties such as the Investment Adviser and PFM Asset Management LLC, the Administrator for the Fund (the Administrator ) may, at the request of the Trustees, make other services or programs available to Participants of the Fund. Participants are advised that these additional services and programs are separate from the investment program encompassed by the Fund and the Board of Trustees of the Fund takes no responsibility for such services or programs. The parties offering such 5

18 programs are solely responsible for them, and questions regarding any such service or program should be directed to the party offering it. The interests held under any additional program are held in the name of the respective Participants and are not part of the assets of any Series of the Fund. The Trustees have requested the Investment Adviser to make available to Participants individualized investment portfolios ( Individual Portfolios ). Individual Portfolios are designed to offer Participants a comprehensive solution to their investment needs and enable them to invest in fixed rate and longer-term investments in a manner that is coordinated by the Investment Adviser with their investment in the Fund. Individual Portfolios may be appropriate for certain operating funds and reserves or for bond proceeds. The Individual Portfolios are created pursuant to a separate agreement between a Participant and the Investment Adviser. U.S. Bank National Association, the custodian for the Fund, (the Custodian ) will hold assets in an Individual Portfolio in a separate account in the Participant s name. Three types of Individual Portfolios are currently being offered: the Fixed-Term Investment Program, the Individual Portfolio Program and the Bond Account Management Portfolio Program, as described immediately below. George K. Baum & Company, as distribution agent for the Fund (the Distribution Agent ), has agreed to assist the Administrator in making available these additional investment programs, and questions regarding them may be directed to the Distribution Agent. Individual Portfolio ( IP ) In the IP program, the Investment Adviser works with each Participant to create a comprehensive investment strategy and individualized portfolio of fixed income investments for that Participant. Each IP account is created by the Investment Adviser following a review of budget and cash flow projections and schedules. IP accounts can be managed on either a discretionary or non-discretionary basis. Participants participating in the IP program may receive a cash flow review, investment policy review and assistance in determining acceptable benchmarks, in addition to other cash management services (during the term of the investment advisory agreement). IP is designed to apply to all or a substantial portion of a Participant s budget on an annual basis. The Liquid Asset Series will be utilized as the liquidity facility for IP accounts. A Participant s investment in an IP will be reported on the Participant s periodic reports from the Administrator. Bond Account Management ( BAM ) In the BAM portfolio program, the Investment Adviser works closely with the Participant to create a comprehensive investment strategy and portfolio for bond proceeds of the Participant while focusing on disbursement needs for the bond financed project. In addition, the Investment Adviser offers arbitrage rebate services, investment policy review and development, cash flow modeling, and cash management services. A Participant s investment in a BAM will be reported on the Participant s periodic reports from the Administrator. The fees for the BAM and IP programs are negotiated directly by the Investment Adviser with the Participant and determined after a review of various factors. The Investment Adviser has agreed with the Trustees that investment advisory fees for these programs shall not exceed 25 basis points (0.25%) annualized of the daily net assets under management in each respective program. The fee typically charged at present by the Investment Adviser for an IP account is twelve basis points (0.12%) annualized for the first $25 million of account value and eight basis points annualized on amounts in excess of $25 million, with any funds placed in the Liquid Asset Series not to be included in calculating such fees, with a minimum account fee of $15,000 per year; this fee is all inclusive and covers all investment management services and reporting with the exception of arbitrage rebate services. The Investment Adviser compensates the Distribution Agent to the Fund as may be separately negotiated in relation to the BAM and IP programs, and the Participants pay no fees other than the fees negotiated directly by the Participants with the Investment Adviser. From this fee payable to the Investment Adviser, 20% of the net fee is paid to the Distribution Agent. 6

19 Fixed-Term Investment Program Currently, the Trustees have requested that the Investment Adviser make available to Participants a fixedterm investment program. This program allows Participants to individually invest monies in Permitted Investments. The banks, thrift institutions and commercial paper issuers used in such programs are periodically reviewed by the Investment Adviser to insure that each meets the criteria established by the Trustees. The Distribution Agent and the Consultant have agreed to assist the Investment Adviser with the fixed-term investment program. The certificates of deposit available through this program are usually issued in amounts less than $100,000, are not held as a part of the Fund and, within the limits and to the extent of insurance provided by the FDIC, may be insured by the FDIC separately from the certificates of deposit held by any Series of the Fund. A Participant s investment in a fixed-term investment program will be reported on the Participant s periodic reports from the Administrator. Other than the listing of fixed-term investment program investments on the same report, this program is unrelated to the Fund and is made available to Participants in the Fund as a convenience to the Participants. Participants purchasing certificates of deposit through this program pay to the Investment Adviser up to twenty-five basis points (0.25%) annualized on the principal amount of each certificate of deposit purchased. Participants purchasing securities of the United States government and its agencies and instrumentalities, commercial paper, bankers acceptances and other non-certificate of deposit securities through this program pay to the Investment Adviser up to twenty-five basis points (0.25%) annualized of the principal amount of each such investment, with a minimum fee of $50 per transaction. The Investment Adviser compensates the Distribution Agent, Custodian and the Wyoming School Boards Association as the Fund s Consultant (the Consultant ) from such fees collected by it in exchange for their services related to the fixed-term investment program, and the Participants pay no fees other than the fees of the Investment Adviser. From the fee payable to the Investment Adviser, 20% of the net fee is paid to the Distribution Agent and 10% of the net fee is paid to the Consultant. PROCEDURE FOR OPENING ACCOUNTS ACCOUNT PROCEDURES For information on how to open an account in the Fund and thereby become a Participant, one should please contact the Distribution Agent; George K. Baum & Company, 401 West 19th Street, Suite 300, Cheyenne, Wyoming 82001, Fax: or call, toll-free, HOW TO PURCHASE / INVEST IN SHARES OF THE FUND Upon approval of the new account application, an account number will be provided within twenty-four hours. Shares of the Fund may be purchased on any Business Day by contacting the Administrator. A Business Day is any day that the Federal Reserve Bank of New York is open. To permit the Investment Adviser to manage the Fund assets most effectively, Participants should place purchase orders as early in the day as possible by calling WGIF ( ) (select option 2). The Fund reserves the right to reject any investment and to limit the size of a Participant s account. 7

20 HOW TO PURCHASE / INVEST SHARES: LIQUID ASSET SERIES Purchase by Automated Clearing House ( ACH ) Shares of the Liquid Asset Series may be purchased by requesting that the Fund s Administrator initiate an ACH debit against a Participant s local bank account. All ACH requests must be reported to the Administrator of the Fund by 2:00 p.m. Mountain Time to receive credit in a Participant s Fund account the following Business Day. Requests received after 2:00 p.m. Mountain Time will be initiated the next Business Day and a Participant s Fund account will be credited and begin to earn interest two Business Days after the notice. Participants may contact the Administrator by calling WGIF ( ) (select option 2) or by entering the request on the Fund s Electronic online Internet information service ( EON ). An ACH purchase will only be initiated if the instructions for authorizing ACH transfers from the specified local bank account have been submitted, in writing, to the Fund s Administrator prior to the request. Purchase by Federal Funds Wire Shares of the Liquid Asset Series may be purchased by wiring federal funds to the Custodian. The Fund does not impose any charges to accept a wire. However, charges may be imposed by the bank that transmits the wire. A Federal Reserve wire is preferred over ACH since it permits the investment of funds immediately upon receipt. Participants purchasing shares by Federal Funds wire must complete the following steps: Step 1. Instruct your bank to wire funds to: U.S. Bank National Association, Minneapolis MN ABA#: Credit: WGIF Account #: Further Credit: Your WGIF Account Number Step 2. Report your purchase by 10:00 a.m. Mountain Time for same-day credit on EON at or call the Administrator at WGIF ( ) (select option 2) and provide the following information: Name of your account Your account number Name of bank sending wire Amount being wired If the Fund does not receive a wire on the date it was to be transmitted, the Fund will pass any overdraft fee that is imposed by the Custodian onto the Participant purchasing by Federal Reserve wire. Purchase by Sweep The Fund also offers a sweep service where the Administrator contacts the Participant s local bank to obtain the available balance and originates an ACH transaction against the local bank to sweep the balance into the Liquid Asset Series of the Fund. Funds will transfer via ACH overnight and begin earning interest the next Business Day. Please contact the Administrator at WGIF ( ) (select option 2) for additional information on sweep services. Internal Transfer of Funds The Participant may move funds from one Liquid Asset Series account to another account. Requests for transfers which are received by telephone or via EON prior to 2:00 p.m. Mountain Time provide same day credit of funds. Transfers requested after 2:00 p.m. Mountain Time will be credited the next Business Day. 8