NORTHWEST FLORIDA STATE COLLEGE FOUNDATION, INC. REQUEST FOR PROPOSALS FOR RFP 2017/ INVESTMENT MANAGEMENT SERVICES

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NORTHWEST FLORIDA STATE COLLEGE FOUNDATION, INC. REQUEST FOR PROPOSALS FOR RFP 2017/2018 02 INVESTMENT MANAGEMENT SERVICES ISSUE DATE: February 2, 2018 Northwest Florida State College Foundation, Inc. 100 College Boulevard East Niceville, FL 32578 1295 www.nwfscfoundation.org

TABLE OF CONTENTS: SECTION 1: ADMINISTRATIVE INFORMATION... 2 3 SECTION 2: BACKGROUND, OVERVIEW AND GOALS... 3 4 SECTION 3: SCOPE OF SERVICES... 4 SECTION 4: REQUIRED PROPOSAL INFORMATION... 5 6 SECTION 5: EVALUATION CRITERIA... 6 7 ATTACHMENTS... 8 ATTACHMENT 1: INVESTMENT POLICY... A1: 1 9 ATTACHMENT 2: FAIR VALUE OF INVESTMENTS 2008 2017... A2: 1 Page 1 of 8

SECTION 1: ADMINISTRATIVE INFORMATION INTRODUCTION: Northwest Florida State College Foundation (Foundation) is soliciting proposals to secure a contract for Investment Management Services. The Foundation seeks an experienced firm to provide advisory counsel and investment management services for a portfolio currently valued at approximately $46 million. OFFICIAL MEANS OF COMMUNICATION: During the solicitation process for this RFP, all official communication between the Foundation and offering firms will be via postings on the Northwest Florida State College Purchasing website at: https://www.nwfsc.edu/about/purchasing/current-bids/. Notices may include, but are not limited to, any modifications to administrative or performance requirements, addendums or revisions to any part of the RFP, answers to inquiries received, clarifications to requirements, and the announcement of the winning proposal. Proposing firms must carefully and regularly monitor the Purchasing website for any such postings. SCOPE: This RFP provides instructions governing the proposal to be submitted, mandatory requirements which must be met to be eligible for consideration, criteria by which a firm may be selected, and the contractual terms by which the Foundation proposes to govern the relationship with the selected firm. SCHEDULE OF ACTIVITIES RFP Issue Date February 2, 2018 Inquiries Due February 16, 2018 by 2:00pm CST Response to Inquiries February 23, 2018 Proposal Submission Deadline March 2, 2018 by 2:00pm CST Selection of Finalists March 14, 2018 Oral Presentations (if necessary) March 28, 2018 Approval by Foundation Board April 4, 2018 Contract Start Date June 1, 2018 INQUIRIES: Firms may make inquiries concerning this RFP to obtain clarification of requirements. No inquiries will be accepted after the date and time indicated in the Schedule of Activities. Send all inquiries to foundation@nwfsc.edu. Responses to inquiries will be published online as a separate item under RFP 2017/2018 02 Investment Management Services at https://www.nwfsc.edu/about/purchasing/current-bids/. MODIFICATION OR WITHDRAWAL OF PROPOSALS: Proposals may be modified or withdrawn by the offering firm prior to the established submission due date and time. Page 2 of 8

PROPOSAL SUBMISSION: To be considered responsive, proposals must be received on or before the date and time indicated in the Schedule of Activities. All proposals received will become part of the official files of Northwest Florida State College Foundation, Inc. without any obligation on the part of the Foundation. Proposals received after the deadline will not be considered. Firms mailing their proposals are advised to allow sufficient mail delivery time to ensure receipt of their proposals by the time specified. The proposal package, (1) original and (1) electronic copy (by memory stick) of all materials, must be delivered or sent by mail to: Northwest Florida State College Foundation, Inc. Serena Brown, Foundation Accountant/Operations Manager 100 College Blvd. E. Niceville, FL 32578 Proposals must be submitted and sealed in a package clearly marked on the outside lower left corner: RFP 2017/2018 02 INVESTMENT MANAGEMENT SERVICES SEALED PROPOSAL The Foundation reserves the right to reject any and all proposals in whole or in part, to withdraw the RFP, to waive informalities in the solicitation documents, and to obtain new proposals. The RFP does not obligate the Foundation to accept or contract for any expressed or implied services, nor does it obligate the Foundation to pay any costs incurred by respondents in the preparation and submission of a proposal. Each proposal shall be valid and binding for a period of ninety (90) days after the RFP submission due date. ORAL PRESENTATIONS: Firms deemed most qualified, after initial evaluation, may be asked to make oral presentations by the evaluation committee. Such presentations will be at the firms expense. The scheduled date for presentations is March 28, 2018. AWARD OF CONTRACT: As described within the RFP, an Evaluation Committee will review and score proposals submitted and make a recommendation for award. The bid selected will be that which is found most advantageous to the Foundation. A contract must be completed and signed by all parties concerned. In the event the parties are unable to enter into a contract, the Foundation may elect to cancel the award and enter into negotiations with the next ranking bidder. SECTION 2: BACKGROUND, OVERVIEW AND GOALS ORGANIZATION: The Northwest Florida State College Foundation was established in 1988 to receive and solicit charitable gifts for Northwest Florida State College. Since that time, the Foundation has grown considerably in membership and assets while remaining faithful to its original philosophy and purpose. Today, the Foundation has established an endowment of more than $46 Million. The organization is the premier college foundation supporting Northwest Florida State College in improving the educational opportunities of students and enhancing the quality of life in the region through positive, value added community and industry relationships. Page 3 of 8

The Northwest Florida State College Foundation is governed by a Board of Directors comprised of community leaders who volunteer their time and talents to help ensure the organization achieves its mission. The Foundation is active in raising substantial gifts to provide scholarships, support academic programs and capital expansion. The organization s leadership work closely with the College President to help address the institution s advancement priorities. The Foundation serves as a charitable non profit organization under Internal Revenue Code 501(c)3 designation, and retains fiduciary responsibility for the investment of the funds entrusted to it. More information about the Foundation, its Vision, Mission, and Financial Statements can be found at http://www.nwfscfoundation.org/aboutus/aboutus.cfm. ASSETS TO BE MANAGED: The Foundation employs a total return policy for the permanently restricted endowments that are currently valued at approximately $46 Million. The Board of Directors has adopted a spendable rate of 4% of the investments fund balance averaged over three fiscal years ending June 30 th. The investment pool represents funds intended to support long term goals of the Foundation. Investment Managers are requested to base their proposals on providing long term investment returns in excess of the endowment spending rate. A copy of the current Investment Policy statement is included as an attachment to this RFP, and can be found at http://www.nwfscfoundation.org/aboutus/policymanual/5_investmentpolicy.pdf. AUTHORITY AND RELATIONSHIP: The expectation is to establish a long term relationship with the investment management firm selected as part of this process, subject to periodic re bid as stated in Foundation policy. More information regarding Foundation policy can be found at http://www.nwfscfoundation.org/aboutus/policymanual.cfm. SECTION 3: SCOPE OF SERVICES 1. Investment managers will invest funds in accordance with the Foundations investment policy statement. 2. Investment managers will provide custom benchmarks to assess investment performance. 3. Investment managers will provide monthly electronic statements by the 10 th day of the following month. 4. Investment managers are required to attend and present during bi monthly Finance Committee meetings, and attend all Foundation Board meetings. 5. Investment managers will provide education and training to Board members and staff on investment topics as requested. 6. All pertinent changes in personnel of the investment firm as they relate to portfolio accounts should be reported as they occur. Page 4 of 8

SECTION 4: REQUIRED PROPOSAL INFORMATION Proposals shall specifically address and include the following information: Northwest Florida State College Foundation, Inc. A. Company Information 1. Year organized; 2. Number of clients and type of clientele (defined by industry and size of portfolio); 3. Number of investment related staff; 4. Assets under management; 5. Institution s current credit rating by rating agency; 6. Number of offices located in the State of Florida; 7. Location of corporate headquarters; 8. Related organizations; and 9. List of any current litigation or regulatory actions against the firm. B. Qualifications 1. Resumes of principals and professional staff responsible for the account; 2. Number of years of experience in investment management; 3. Describe investment philosophy; 4. Describe customer service philosophy; 5. Include a list of your non profit clients, specifically college and university foundations and endowments; and 6. Include three (3) specific references that we may contact (clients most similar to Northwest Florida State College Foundation in type and size and similar services requested. C. Reporting, Portfolio Evaluation and Review of Accounts 1. Frequency of reporting to clients; 2. Format of reports (include sample reports in proposal submission); 3. Frequency of portfolio evaluation. D. Recommended Asset Allocation 1. Recommended asset allocation and estimated annual rate of return for one, three, and five years based on past performance; 2. Include an analysis of the efficient frontier; The combinations of securities portfolios that maximize expected return for any level of expected risk, or that minimized expected risk for any level of expected return for the recommended asset allocation and a discussion of the risk/reward spectrum for the recommendation. 3. For the investments included in the recommended portfolio, provide a current (December 31, 2017), one, three, five and ten year annual return. 4. Provide investment performance of the colleges and endowments under your management for the last one, three, five years. E. Insurance 1. Provide a list of applicable insurance coverage and include relevant coverage limits; 2. Provide the name of the primary insurance carrier and related AM Best Rating. Page 5 of 8

F. Research and Investment Decisions 1. Provide internal and external research methods and resources; and 2. Include processes for investment decision making process (committee, portfolio manager, external investment managers, etc.). G. Fees 1. Indicate all fees for services; each service should be listed separately and a total cost provided for all services; 2. Include a breakdown of the initial and ongoing consulting fees and the custodial and management fees as a percentage of the dollar value of the assets; and 3. Include the frequency in which fees will be evaluated and the amount of any expected increase(s). H. Other Services 1. Additional or alternative services that you are capable of providing that may be of benefit to the Foundation; and 2. Include your experience in providing such services. SECTION 5: EVALUATION CRITERIA The Evaluation Committee will select a firm based on evaluation of proposals in accordance with the responses received to the criteria outlined below. Qualified bidders must meet the following criteria: 1. Meet all specifications within the RFP or clearly indicate where your proposal deviates. 2. Show experience advising and reporting to similar sized non profit organizations on the prudent management and oversight of endowment funds. 3. The firm and all engaged personnel shall have all authorizations, permits, licenses, and certifications as may be required under federal, state or local law to perform the services specified in this RFP. Following is the evaluation template that will be used to evaluate the respondents. EVALUATION TEMPLATE Category Weight Demonstrate successful past performance with similar sized portfolios 17.5% Competitiveness of fees 17.5% Investment strategy 15% Experience with similar non profit institutions 15% Quality of existing client relationships and industry references 15% Ability to communicate effectively 10% Reporting information 10% Page 6 of 8

The Foundation reserves the right to be the sole judge as to the overall acceptability of any proposal, or to judge the individual merits of specific provisions within competing offers; and its decision will be final. If oral presentations are requested by the Committee they will be scheduled on March 28, 2018. The Foundation Board of Directors will have the final authority to approve the selection of an investment management firm. The contract will be awarded to the firm based on, but not limited to, the evaluation criteria listed in Section 5 and other factors that may be presented in the proposal and/or interviews. Page 7 of 8

ATTACHMENTS: 1. Investment Policy 2. Fair Value of Investments 2008 2017 Page 8 of 8

ATTACHMENT 1: INVESTMENT POLICY BOARD POLICY: GP # 5.0 TITLE: INVESTMENT POLICY DATE ADOPTED: 01/07/14 REVISIONS: 2/03/15, 6/1/16, 4/14/2017 SIGNATURE OF BOARD SECRETARY: PURPOSE OF POLICY To address the management of the Foundation s assets and investments. Local Language Finance and Investment Committee Description of Responsibilities The Investment Committee exists to provide oversight, policy and direction to the Foundation Board and staff in the areas of investment and management of foundation assets, both cash and non cash. The committee is charged with ensuring a coordinated and consistent approach to all of the foundation s investment activities. Activities In fulfilling this purpose, the Finance and Investment committee is expected to: a) Develop policies in the areas of cash and cash equivalent asset investment and management. b) Develop policies regarding the retention and management of non cash assets. c) When approved by the Board of Directors, serve as trustee, or retain specialists to serve as trustee, when the foundation is named as trustee by the donor. d) Develop policies specifying when assets should be turned over to the college and when they should be retained by the foundation. A1: Page 1 of 9

e) Develop special single purpose subcommittees and advisory boards to evaluate, support and manage special foundation assets. f) Select, retain, monitor the performance of, and change when necessary, cash and non cash investment and asset managers, charitable trust and annuity managers and other specialists as needed. g) Work with the Executive Committee and retained specialists to develop investment options for trusts and annuities. h) At least on an annual basis, review the performance of all investments and decide whether changes are needed. Authority The Finance and Investment committee has the authority to: a) Review and monitor the performance of investment managers, asset managers and trust and annuity managers, and retain or change them as necessary. b) Invest or manage major cash and non cash gifts that are accepted by the foundation. c) Retain specialists as needed and as budgeted. d) In conjunction with the Executive Committee, establish the level of reserves. The Finance and Investment committee will recommend to the Board of Directors approval of foundation policies developed by the committee. Investment Philosophy The foundation s investment philosophy is based on a disciplined and consistent approach that accommodates the occurrence of events considered reasonable and probable. Extreme position and opportunistic styles are not consistent with this philosophy. The mission and focus of the foundation is long term in nature; consequently the investment of the foundation s assets should have a long term focus. Investment Objective To earn long term returns that match or exceed the benefit obligations of the Foundation to pay out 4 percent of its value each year (in addition to an administrative fee) and to provide for asset growth of a rate in excess of the rate of inflation. The foundation s goal is to reduce risk by investing in a diversified portfolio of financial assets, primarily in stock funds, bonds, or bond funds and cash equivalents. The foundation will diversify between asset A1: Page 2 of 9

classes to reduce risk and volatility within acceptable limits. Investments will continue to be diversified unless the circumstances clearly dictate that it is imprudent to do so. To achieve investment results over the long term that compare favorably with those of other foundation and of appropriate market indices. The foundation understands that all investments carry market risk, even those with U. S. Government guarantees. The foundation clearly has no desire or ability to engage in market timing, nor does it expect our investment managers to do so. As defined, market timing is attempting to guess the short term direction of the stock market and moving completely into or out of the market based on technical indicators and/or valuation models. Investment Management The Finance and Investment Committee generally will not directly manage any portion of the foundation s assets. Except those assets that cannot be disposed of because of donor restrictions or marketability and that are not liquid or able to be economically managed by external managers. The committee has the authority to retain specialists as necessary to assist it in evaluating investment and asset management options and strategies. The Finance and Investment Committee is authorized to select investment managers to invest and manage the assets of the foundation. Investment managers shall be selected from established and financially sound organizations that have a proven and demonstrated record in managing similar funds or assets. Selection of managers will depend upon factors established by the Finance and Investment Committee and will be consistent with the foundation s investment philosophy and objectives, donor restrictions, and such federal and state restrictions as may be applicable. If a financial institution voluntarily transfers a fund to the foundation, the Finance and Investment Committee will give that institution consideration as manager of that fund and any matching funds the transfer may generate. The institution must be able to manage the funds in accordance with the philosophy and objectives of the foundation and produce results consistent with the foundation s other managers. Asset Allocation Strategy This is the core of the investment policy. The asset allocation strategy describes the permitted asset classes, including ranges within which the marked values may vary. The foundation adopts the following allocation. This will generally be followed, with annual reviews by the Finance and Investment Committee. A1: Page 3 of 9

NWFSC FOUNDATION ASSET INVESTMENT ALLOCATION Northwest Florida State College Foundation, Inc. Investment Grade DEFAULT TARGET TACTICAL TARGET RANGES MAXIMUM & MINIMUM RANGE BENCHMARKS Large Cap Gwth 12% 10% 20% 10% 25% Russell 1000 Gwth Large Cap Value 12% 10% 20% 10% 25% Russell 1000 Value Mid Cap Gwth 6% 2% 10% 0% 12% Russell Midcap Gwth Small Cap Gwth 4% 1% 7% 0% 10% Russell 2000 Gwth Mid Cap Value 6% 2% 10% 0% 12% Russell Midcap Value Small Cap Value 4% 1% 7% 0% 10% Russell 2000 Value Int'l Develop Mkts 8% 3% 15% 0% 20% MSCI EAFE Int'l Emerging Mkts 3% 0% 8% 0% 20% MSCI Emerging Mkt. TOTAL EQUITY 55% 45% 65% FIXED INCOME Primarily Investment Grade 30% 25% 45% ML VS CORP & GOV'T 1 10 YRS ALTERNATIVE INVESTMENT S CASH & CASH EQUIVELENTS 10% 5% 15% 5% 2% 8% TOTAL INVESTMENTS Revised 5/11 A1: Page 4 of 9

The policy of the foundation will be to rebalance the asset classes annually unless otherwise determined by the Board. Managers will be terminated if it is determined that their style, performance, or risk and volatility is not consistent with the foundation s expectations. The foundation retains the right to terminate a manager at any time and for any reason. Performance will be evaluated over long term periods against return expectations used in the allocation process. Individual managers will be judged against their own peer group or appropriate benchmark or indices. Over a trailing three to five year period or market cycle (whichever is greater), individual managers are expected to outperform their benchmark and perform within the top one third of same style peers. Overall foundation performance will be compared against institutions with similar objectives. Performance will be judged net of any fees paid. Investment performance will be reviewed on an as needed basis. This will normally be once per calendar quarter but not less than annually. Investment managers will report their performance to the foundation and its designated agents in a timely fashion each quarter. Raw data on returns will be made available monthly to the Finance and Investment Committee. Investment Constraints The Investment Committee desires to give investment and asset managers the flexibility their styles and strategies may need, but as fiduciaries, must require a measure of conservatism consistent with prudent investment practices. The following constraints are expressed for general guidance. Specific contracts with managers should contain these general guidelines and any additional ones the Investment Committee and the manager consider appropriate. These guidelines will be reviewed and updated by the committee from time to time. For the foundation s total portfolio, common stocks should be primarily in seasoned, quality, wellmanaged and highly marketable companies whose prospects appear good for growth of earnings, dividends and appreciation. No more than 4 percent of the funds may be invested in any one stock, no more than 30 percent in any one industry, and the foundation should not control more than 10 percent of the stock in any one company. An appropriate portion of the investments may be in international and small capitalization companies. Managers should not margin, sell short, buy or sell options (except covered options.) The Investment Committee may select specific investment managers for such specialties as small cap or international and may develop specific investment guidelines appropriate to their styles and objectives, so long as the objectives and philosophy meet the foundation s overall objectives and philosophy. A1: Page 5 of 9

For the foundation s total portfolio, fixed income securities should be primarily of the four highest bond ratings or the two highest commercial paper ratings. No more than 4 percent of the funds may be invested in any one security, no more than 30 percent in any one industry, and the foundation should not control more than 10 percent of the debt in any one company. These restrictions do not apply to obligations of the federal government. Within an investment portfolio, the overall allocation of assets between equity and fixed income securities shall be determined by the investment manager. The determination should be based on the relative attractiveness of each asset class in light of the investment and economic outlook as determined by the investment manager. The overall allocation of the foundation s assets must still comply with this Investment Policy. Investment managers are permitted to hedge non U.S. dollar investments under their management as long as the methods used do not place the investments in a leveraged position, use investment securities purchased on margin, or result in open hedge positions. Investment managers will include all hedging activities in their quarterly reports to the committee. Additional Title III Constraints The U. S. Department of Education has the following additional restrictions on Title III grant funds held by the foundation: a) Managers may invest in such savings accounts, money market funds, certificates of deposit, mutual funds, stocks or bonds as an insurance company in the State of Florida may invest. b) No more than 15 percent of the funds may be invested in preferred stocks. c) No more than 5 percent of the funds may be invested in Canadian securities. d) No more than 20 percent of the funds may be invested in securities that are below investment grade as determined by Moody s or Standard & Poor s. e) Savings or share accounts must be insured by the FDIC, the NCUA, or similar types of insurance. SHORT TERM FUNDS Short term funds handled by foundation staff prior to investment or disbursement should be invested in instruments designed to maintain a high degree of liquidity while maximizing current income without assuming undue risk. The following instruments may be used for such short term funds: a) Obligations of the U. S government (U. S. treasury bills, notes and bonds.) A1: Page 6 of 9

b) Obligations of agencies of the U. S. government or other agencies with implied federal sponsorship and guarantees (GNMA, FNMA, and FreddieMac.) c) Certificates of deposit issued by banks that do not exceed the amount of principal and interest insured by FDIC or another federal insurance agency. d) Banker s acceptances issued by banks that are FDIC insured. e) Repurchase agreements collateralized by 1 or 2 above, but only with dealers or banks where proper segregation of the collateral exists. f) Money market and government security mutual funds whose holdings consist of 1 or 2 above. g) At least 50 percent of these short term funds shall be invested in instruments having maturities not greater than two years. No more than 25 percent may be invested in instruments that have maturities no greater than five years, and no more than 25 percent may be invested in instruments that have maturities greater than five years. Disposition of Total Return Total return (earnings plus appreciation) shall be credited to and retained in the fund that generated the total return, until distributed in accordance with the foundation s distribution policies. Spending Policy The foundation is committed to protecting and enhancing its endowment funds through financial planning that promotes growth and protects the endowment funds in periods of market decline. Investment returns should equal or exceed the sum of expenditures plus inflation. A share of investment returns will be allocated to individual budget program areas. a) The allocation rate is calculated as a percentage, not to exceed 4%, of the three year rolling average of the endowment s market value at fiscal year end. Newly established endowments (those without a three year rolling average) will be averaged on the fiscal year end balances available. Endowments with a fair market value below the endowment s corpus will receive no spending allocation. The policy will allow for greater predictability of expenditures for budgeting purposes and for gradual steady growth of investable assets. b) In the event situations arise that require a higher percentage of expenditures in order to assure the short term economic health of the foundation, the Board of Directors of the foundation may authorize, as necessary, an increase in current expenditures based on clearly justifiable causes and with a definite date to which the existing policy must be re instituted. A1: Page 7 of 9

c) Non endowed funds shall be expended as intended by the donor. Northwest Florida State College Foundation, Inc. Donor Directed Investment Authority and Evaluation The foundation is authorized to accept gifts through irrevocable trusts in which the donor stipulates the selection of an investment manager as a provision in making the gift. In such donor directed gifts, the investment manager shall attempt to adhere to the foundation s investment policy and shall provide quarterly reports on the performance of the donor directed investments. Appointment as Trustee When the foundation is named as trustee, the Finance and Investment Committee will be responsible for obtaining professional services to manage the trust, making certain that the trust requirements are adhered to, meeting with the manager at least annually, monitoring the manager s performance, and making certain that the required reports and tax returns are completed. The committee will work with retained specialists to develop investment options for trusts and annuities. Corporate Citizenship The Finance and Investment Committee recognizes its responsibility as a stockholder to encourage corporate citizenship and corporate growth in the companies whose shares are owned or controlled by the foundation. Continuing performance of social responsibilities by the corporate management should be encouraged through proxy votes or by other appropriate action based upon information available to the committee. The committee may from time to time impose constraints on its managers for social policy reasons. Gifts of Equipment When the foundation receives gifts of equipment that can be used by the college, the equipment will be transferred immediately to the college unless there are donor restrictions that preclude the transfer, or unless there is expected to be significant residual value in the equipment when the college is finished using it. If there are donor restrictions or significant residual value, the foundation will keep the equipment on its books and depreciate it in accordance with generally accepted accounting principles. Residual value recovered by the foundation from the sale of such equipment will be credited to the department or fund that benefited from the use of the equipment. Credit Risk The NWF State College Foundation will address investment Custodial Credit Risk by permitting brokers that obtained investments for the NWF State College Foundation to hold them only to the extent there is Securities Investor Protection Corporation (SIPC) and excess SIPC coverage available. Securities purchased that exceed available SIPC coverages shall be transferred to the Foundation s custodian. A1: Page 8 of 9

Subcommittees The committee is authorized to form special single purpose subcommittees and advisory boards to evaluate, support and manage special foundation assets. Members of the subcommittees do not have to be Board members, but it is the committee s responsibility to oversee the activities of the subcommittees and advisory boards and ensure compliance with foundation and college policies. A1: Page 9 of 9

ATTACHMENT 2: FAIR VALUE OF INVESTMENTS 2008 2017 Northwest Florida State College Foundation, Inc. $50.0 NWF State College Foundation Fair Value of Investments (in millions) $45.0 $40.0 $37.5 $40.5 $42.0 $40.3 $44.3 $35.0 $33.2 $30.0 $27.8 $29.2 $25.0 $24.0 $25.1 $20.0 $15.0 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 NOTE: Fair values taken from audited financial statements as of each fiscal year end. Value of invested funds as of December 31, 2017 was $46.5 million. A2: Page 1 of 1