Alaska Permanent Capital Management LLC

Fees and Compensation
                                                                                 All of our revenues are earned from our clients. Although the majority
                                                                                 of our revenue is based on account value for assets we manage, some
                                                                                 clients may select an additional service such as financial planning or
                                                                                 financial consulting. We do not have any revenue sharing arrangements
                                                                                 with any 3rd party organizations nor any performance based fees
                                                                                 or side-by-side management arrangement that would affect account
                                                                                 management. Clients may elect to pay their fees from their account
                                                                                 or be billed separately. Fees are calculated monthly in arrears, based
         TABLE OF CONTENTS                                                       on the end of month market value. Fees for services are billed when
                                                                                 the service is performed.
         Summary of Changes
         Advisory Business                                                       Fees are negotiable depending on the size of the account and other
         Fees and Compensation                                                   considerations that may result in economies of scale. Institutional
2        Performance-Based Fee and Side-By-Side Management                       balanced account fees range from 1% of assets under management
                                                                                 and below. Institutional fixed income account fees range from 0.50%
         Types of Clients                                                        of assets under management and below. Financial consulting clients
         Methods of Analysis, Investment Strategies and Risk of Loss             may engage APCM on a project basis. Fees for financial consulting
                                                                                 services will range based on the scope of the project and may be
         Disciplinary History                                                    structured as a flat fee or an annual percentage rate. The fee

3        Other Financial Industry Activities and Affiliations
         Code of Ethics Summary and Offer of Delivery to Clients
                                                                                 structure and amount will be outlined in the agreement prior to
                                                                                 APCM beginning work. APCM does not collect any fees in advance.
                                                                                 All fees are collected in arrears, either monthly or quarterly.

Types of Clients
Fees and Compensation: Updated to account for project based
financial consulting.                                                            Our clients include both institutions and individuals. On the institutional
                                                                                 side, our clients include State of Alaska public entities, municipalities,
Client Referrals and Other Compensation: Removed references to                   boroughs, utilities, Alaska Native Corporations, endowments, and
Schwab Advisor Network.                                                          non-profits.
Advisory Business                                                                Methods of Analysis, Investment Strategies and Risk of Loss
APCM is an investment adviser who has been providing investment                  We provide two general types of account management: 1) fixed
advice in Alaska since 1992. We provide investment management for                income only accounts, and 2) balanced accounts with equity exposure.
active fixed income portfolios and balanced accounts that include a              The following describes the analysis and strategy for each of those
mix of stock and bond index funds. We are independently owned and                accounts types.
have no 3rd party affiliations that compromise our advice to clients.
Our only income is the fee income earned from our clients.                       Fixed Income Accounts: Fixed income investment strategies are
                                                                                 designed to meet client objectives. Macroeconomic trends and
APCM was founded by Dave Rose, the first executive director of the               monetary policy are examined to establish the appropriate portfolio
Alaska Permanent Fund Corporation. The firm is majority owned by                 positioning given the economic environment, within the investment
APCM HoldCo LLC. Other minority owners include employees,                        policy parameters. Our investment team carefully considers risk and
William Lierman, APCM Chief Executive Officer and Brandy Niclai,                 portfolio structure to the benchmark index chosen by the client. Key
APCM Chief Investment Officer, Multi-Asset Strategies.                           portfolio risk factors such as duration, sector exposure and credit
One service that differentiates us is our ability to tailor our portfolios       quality are measured and controlled using quantitative techniques.
to specific client needs. For our institutional clients, we often manage         Value is added through the active management of yield curve
various accounts that meet differing investment objectives that range            positioning, sector rotation and individual security selection.
from cash flow management to equity-based asset allocation accounts.             Fundamental credit and structure analysis is performed on individual
Private placements may be offered to qualified clients of APCM                   securities before purchasing for a portfolio. Our investment style is to
through transactions that are exempt from registration under the                 make incremental decisions rather than large restructurings of client
Securities Act of 1933 pursuant to Rule 506(b) of Regulation D                   accounts, and to minimize portfolio turnover to reduce trading costs.

We believe a long term perspective and conservative approach are                Investing in Securities Recommended to Clients: Our investment
the best ways to add value to our clients.                                      strategy includes identifying securities that may represent a potential
                                                                                for gain or, in the case of asset allocation accounts, identifying certain
Balanced Accounts: Our balanced account investment strategies
are developed with the aid of sophisticated software and modeling               index funds that have low internal expenses while also providing
programs to achieve an efficient portfolio. Such a portfolio is one that        exposure to desired asset classes. When appropriate Private
provides the highest expected return given an acceptable level of risk          Placements are offered to qualified clients. Because our employees
as indicated by the client. We use our inputs on market conditions,             may also invest in these securities, there is a possibility that
projected economic climate, and over 150 years of our firm’s                    employees might benefit from market activity by a client. As part of
combined investment experience to develop different strategies with             our personal trading policy, no preference is allowed for employee
varying amounts of equity. The process results in an array of models,           trades, and each employee is required to report all trading activity to
each with varying degrees of asset class exposure that can be selected          the Chief Compliance Officer on a quarterly basis.
to meet a client’s investment objective. Securities chosen to represent
asset class exposure are mainly index funds that are evaluated based            Brokerage Practices
on tracking error to the benchmark, internal fund expenses, fund
management, and liquidity. Depending on the size of the account, the            As an investment advisory firm, we have a fiduciary duty to transact
fixed income exposure may be achieved through an index fund or                  trades in the manner that is best for our clients. Our Best Execution
ETF or it may be managed by our investment team.                                policy seeks to obtain the best overall trade execution in terms of
                                                                                both quantitative and qualitative considerations, although best price
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