Custody RFP Review FCERA Introduction

APRIL 3, 2019 Custody RFP Review FCERA Introduction

— On FCERA’s behalf, Verus issued an RFP for custodial & benefit disbursement services to the four largest providers:

. BNY Mellon

. State Street

. JP Morgan — JP Morgan declined to respond to the RFP. — The goal of today’s discussion is to provide the Board with an overview of the three candidates’ proposals. — The actual RFP responses, as well as all supporting exhibits, are available for your review. Given the volume of information covered, we prepared this summary to facilitate your review. — FCERA staff has also reviewed the responses, and will be prepared to offer their thoughts as well.

FCERA 2 April 2019 Organizational information

Northern Trust BNY Mellon State Street

Year founded: 1889 2007 (BNY Mellon merger) Prior version of bank prior companies formed in founded in 1792. 1800s.

Headquarters: Chicago New York Boston, MA

First year of custody/benefit 1889 / 1965 1869 / 1973 1974 / 1978 payment services

Ownership Structure: Public (Ticker: NTRS) Public (Ticker: BK) Public (Ticker: STT)

Credit Rating of Senior Debt: A+/A2 Aa2/AA Aa3/AA-

Total number of 19,110 / 13,272* 19,300 / 5,620* 40,143 / 6,813* employees/number dedicated to custody:

*Because of the way custody operations are broken out vis a vis other related functions, this may not be a direct comparison.

FCERA 3 April 2019 Client profile

Northern Trust BNY Mellon State Street

Global Assets under Custody: $6.9 trillion $4.3 trillion $3.9 trillion

# of clients for 2,408 / 685 810 / 406 597 / 320 custody/benefit disbursement services

Median plan size: $347 million $917 million $490 million

Average Plan size: $2.9 billion $5.3 billion Not provided

# of clients between $1B & 501 247 113 $5B

# of public plan clients 287 150 109

FCERA 4 April 2019 Competitive Advantages (cited)

Northern Trust BNY Mellon State Street

Superior client service model. 39.9% of Experienced people, citing 150 public People: offices in 27 countries. clients have been with NT for >10 years. fund clients with $2 trillion of assets.

Technological leadership. Single global Better access: innovative technology Expertise and insights system architecture. that makes a difference.

Flagship business, focal point of Specialized benefit payment services. Technology that enables cost-effective business model and growth strategy. superior business solutions. Represents 71.6% of total revenue.

Financial strength and stability. Asset management capabilities. Potential for scale in pricing index fund investments.

FCERA 5 April 2019 Competitive advantages (observed)

Northern Trust BNY Mellon State Street

As the incumbent, no transition is Lowest cost required. Transitioning custodians is a very complex undertaking.

Existing service level has been above- average, from Verus perspective. We believe staff does not have any major concerns.

FCERA 6 April 2019 Potential concerns (observed)

Northern Trust BNY Mellon State Street

Bob Ernst has served as the lead Proposed service team’s average client Several compliance related issues relationship manager. Mr. Ernst is likely size is significantly larger than FCERA across the broader organization in the to retire in the next several years. (This could be due to one large client, last several years. Northern Trust is addressing this by or several large clients). Lead RM has 8 adding Gerald Sinish to the team. Mr. clients with combined assets of $223 Sinish serves as the relationship billion. manager for the City of Fresno, and several years ago, served in a more junior role to FCERA. Total number of clients has decreased each of the last 4 years. Client count went from 1,114 in 2014 to 597 in 2018, including a 30% decline in government clients. Proposed service team’s number of clients or account sizes was not disclosed.

Employee turnover the last 3 years has averaged 13.9%, compared to 11.4% for BNY and 11.8% for NT.

FCERA 7 April 2019 Securities lending program summary

Northern Trust BNY Mellon State Street

Total assets on loan $1.1 trillion of lendable $3.4 trillion of lendable $3.63 trillion in lendable assets. assets assets

Number of clients that 449 407 Labeled as trade secret participate:

% on loan: Domestic equity 10.5% 10.25% Labeled as trade secret

% on Loan: International 7.45% 7.43% Labeled as trade secret Equity:

% on Loan: corporate bonds: 6.3% 3.24% Labeled as trade secret

FCERA 8 April 2019 Securities lending proposal

FCERA’s current arrangement with Northern Trust utilizes very conservative guidelines. These are If FCERA transitions to an alternative collateral vehicle (from a money market fund to a estimates, STIF) Northern Trust estimates they can generate more income, and in turn offer a 77% actual amounts allocation to FCERA (rather than the current 75%). earned depend on the agreed- upon guidelines Estimates based on Northern Trust Northern Trust BNY Mellon State Street and future current portfolio (current program) (Proposed) market pricing. % of lendable assets 3% 9% 3% 3% that would be loaned: The most Gross income $323,464 $649,661 $454,863 $463,285 tangible estimate: component to this is the Fee Split 75% to FCERA 77% to FCERA 75% to FCERA 75% to FCERA proposed fee splits.

Net income estimate: $242,598 $500,239 $341,147 $347,464

FCERA 9 April 2019 Fees

Northern Trust BNY Mellon State Street

Fixed Pricing $85,000 $90,000 $100,000 Proposal(custody, includes most basic anticipated services): Itemized Benefit Payment $154,249 $149,355 113,277 Processing, estimate is based on 2018 transaction volume:

Total: $236,249 $239,355 $213,277

Asset management fee for 15 basis points 8-10 basis points 8 basis points STIF accounts:

FCERA 10 April 2019 Next Steps

— If FCERA wishes to interview candidates, Verus suggests interviewing BNY Mellon and the incumbent, Northern Trust. — Alternatively, the Board could proceed with immediately retaining Northern Trust.

. Given the satisfaction with the existing service provider, the reasonably similar pricing, and the operational risks incurred with switching custodians, Verus supports this approach.

. Under this scenario, Verus recommends adopting the revised Securities Lending proposal. This involves moving the collateral vehicle from the current option, a 2a-7 money market fund (“NILAP”), to the STIF, which still offers conservative guidelines but affords FCERA an opportunity to earn modestly more in revenue.

FCERA 11 April 2019 Appendix: Fee proposal details

FCERA 12 April 2019

Fee Schedule

Global Custody – $85,000 Flat Fee Northern Trust has four components to its custody fee structure: account based fees, asset based fees, holdings based fees and transaction based fees. Details of each are as follows:

Account Based Fees

Separately Managed Account $2,500 Included in Flat Fee

Cash / Clearing Account $1,000 Included in Flat Fee

Single Line Asset Account $1,500 Included in Flat Fee

Single Line Asset $500 Included in Flat Fee

ASSET BASED FEES – SEPARATELY MANAGED ACCOUNTS (SMAS) COUNTRY TIERING (ASSET BASED AND TRANSACTION FEES COVERING US AND NONN-US ACCOUNTS)

Tier Country Safekeeping Fee Transaction Fee

Included in Flat Fee Included in Flat Fee I U.S. Canada, Euroclear, Ireland, UK

Included in Flat Fee Included in Flat Fee Australia , Austria, Belgium, Denmark, Finland, France, Germany,, Italy, II Japan, Luxembourg, Netherlands, Norway, Spain, Sweden, Switzeerland

Hong Kong, Hong Kong Stock Connect, Iceland, Malaysia, New Included in Flat Fee Included in Flat Fee III Zealand, Portugal, Singapore, Thailand Included in Flat Fee Included in Flat Fee Argentina, Brazil, China A Shares, China B Shares, China CIBM Fixed Income, Czech Republic, Egypt, Estonia, Greece, Hungary, India, IV Indonesia, Israel, Mexico, Philippines, Poland, South Africa, South Korea, Sri Lanka, Taiwan, Turkey

Included in Flat Fee Included in Flat Fee Bulgaria, Chile, Croatia, Kazakhstan, Latvia, Lithuania, Morocco, V Namibia, Nigeria, Pakistan, Peru, Romania, Russia, Slovak Republic, Slovenia, Swaziland, Trinidad, Tunisia, Uruguay, Venezuela, Vietnam,

Bahrain, Bangladesh, Benin, Bermuda, Bosnia/Herzegovina, Botswana, Included in Flat Fee Included in Flat Fee Burkina Faso, Colombia, Cyprus, Ghana, Guinea-Bissau, Ivory Coast, VI Jordan, Kenya, Kuwait, Lebanon, Mali, Malta, Mauritius, Niger, Oman, Palestine, Panama, Qatar, Saudi Arabia, Senegal, Serbia, Tanzania, Togo, Uganda, Ukraine, United Arab Emirates, Zambia, Zimbabwe

Fee Schedule

Transactions

Commingled Funds/Mutual Funds Included in Flat Fee

Hedge Funds Included in Flat Fee

Private Equity & Real Estate Included in Flat Fee

Pay Down Included in Flat Fee

Security Delivery Included in Flat Fee

Third Party FX Included in Flat Fee

Third Party Term & Fixed Deposits Included in Flat Fee Repos Included in Flat Fee

Manual trades Included in Flat Fee

Cash Wires Included in Flat Fee

CLASS ACTIONS An account that receives proceeds from securities class actions in US dollars will be assessed a charge of 3% of the proceeds up to $2,500 per distribution (per account) with a minimum charge of $25. Proceeds in other currencies are subject to higher charges – 3% of the proceeds up to approximately $2,500 per distribution (per account) with a minimum charge of approximately $25. These charges, which may change over time in response to market conditions or processing complexity, will be deducted from the class action proceeds in the same currency as the proceeds are paid. We will notify you in advance, if there will be any change to these charges. All charges are reporteed in your statement of account. If payments for a closed account are sent to another bank via wire or check, an additional $50 processing charge will be deducted from US dollar payments and a processing charge of approximately $50 will be deducted for other currencies.

Fee Schedule

Derivatives Processing and Collateral Margin Movements

1. Transaction Processing (applies to ETD & OTC) – Included in Flat Fee

Type Per Trans Fee For ETD derivatives a charge applies to both buy and sell transactions All instruments $20 For OTC derivatives a charge applies to both buy and sell transactions Simple $60 Moderate $75 Exotic Fees based on product complexity and agreed on a case by case basis.

This includes initial trade capture, set up and settlement of initial cash movement.

2. Position Maintenance (applies to OTC only) – Included in Flat Fee

Type Per Trans Fee Simple $250 per position per annum Moderate $400 per position per annum Exotic Fees based on product complexity and agreed on a case by case basis.

Where prices are supplied by the manager, the charge is $200 per position per annum regardless of instrument. Daily independent valuations Periodic position reconciliations Lifecycle events, such as processing rate resets Standard accounting and reporting

3. Collateral – Included in Flat Fee

Type Per Moovement Passive Collateral Processing or ETD margin / $15 per movement OTC collateral movement

4. Active Collateral Management (outsourced service will not show up on invoices)

Active Collateral Management is an outsourcing activity wheree our client or their asset manager provides their credit agreements (between client and counterparty) and Northern Trrust provides the following services.

Type Annual Fee Outsourcing activity Approximately $15,000 - $20,000 per credit support agreement per annum

Fee Schedule

COLLATERAL CALLS CORPORATE ACTIONS Daily Collateral Calls are recorded and processed through Corporate Action tool enables us to monitor and substitute the Collateral Dashboard Collateral before the Corporate Action takes place Respond to collateral demands made by counterparties Interest calculations on cash collateral Instruct custodian to move funds (undisputed amount) or to expect to receive funds REPORTING Resolve disputes through reconciliations and valuation Provide access to clients to view web-based collateral challenges management system Access to view live collateral management decision RECONCILIATIONS making activity Proactive reconciliations with counterparty Northern Trust to provide daily/intra-day collateral Periodic reconciliations with custodian reporting from Colline Reports can be sent in Excel, PDF, and Text formats

Fee Schedule

Fair Valuation Reporting Tools

• GASB 72/FASB ASU 2015-07 Level Determination $3,000 annually per client (includes all accounts) Reporting INCLUDED IN THE FLAT FEE

• FAS/ASU820 Level 3 Rollforward Reporting $2,500 annually per client (includes all accounts)

• IFRS Exposure Reporting $5,000 annually per client for access to entire folder

This suite of reports provides various reports that use the IFRS market values to help clients analyze their credit rating issuer, foreign currency and market risk.

• IFRS Level Determination Reporting $4,000 annually per client (includes all accounts)

Provides clients with access to IFRS - Level Determination Detail and Summary reports, supporting fact sheets and client override functionality. The Level Determination reports provide clients with a NT suggested level for each security held in the portfolio.

• IFRS Level 3 Rollforward Reporting $4,000 annually per client (includes all accounts). Subscription to IFRS Level Determination product is a pre- requisite for this product.

Provides clients with access to Level 3 rollforward Detail and Summary reports available on Passport. Level 3 Rollforward reporting provides transactions, gains/losses and balances related to individual level 3 securities for a specific period of time.

Financial/Specialist Reporting fees include: • A comprehensive suite of financial accounting reports to help facilitate your compliance with national regulators • Flexible reporting templates to meet specialized reporting requirements

Note: Fee may be adjusted for clients subscribing to the Level Deteermination reporting to include an annual cost of updates/maintenance required to facilitate changes in the accounting or audit requirements.

Level Determination • Preassigned FV hierarchy levels, at the security level Templates* • Available in PDF or exportable foormat Transparency to over 20 vendor inputs to prices, sorted by over 50 asset classes Fact Sheets* • • Aids auditor in understanding thee basis for documented FV hierarchy decisions ASU 820 Asset • PDF and Extracted (Excel) Level Determination Template maps assets to ASU 2010- Categories* 06 categories and facilitates further customization of multiple asset sorts Level Override • Ability to override Suggested Levvel at security level and submit to Northern for storage Capabilities* • Ability to roll forward overrides to future reporting periods Accommodates option to recognize transfers at the beginning of the period or at the Level 3 Roll Forward** • end of the period Template • Compiles activity in accordance with ASC 820 and facilitates customization Transfer Between* • Provides comparison of pricing sources used for current period and prior period to aid Levels Template in analysis of significant transfers between Level 1 & 2

Fee Schedule

• Aids clients in fulfilling the financial statement disclosure requirements around more Unchanged Price pricing transparency by providingg them details of how long a security price has gone Reports** unchanged along with comments • Available in PDF or exportable foormat Note: *references reports/documents associated with the Level Determination Reporting product. **references reports associated with the Level 3 Rollforward Reporting product.

• Preassigned FV hierarchy levels, at the security level Level Determination • The ability to provide a listing of all investments valued using NAV per share (or the Templates* equivalent) that should be excluded from the Fair Value Hierarchy table • Available in PDF or exportable foormat Transparency to over 20 vendor inputs to prices, sorted by over 50 asset classes Fact Sheets* • • Aids auditor in understanding thee basis for documented FV hierarchy decisions • PDF and Extracted (Excel) Level Determination Template maps assets based on Asset Categories* categorization methodology of nature, characteristics and risks which facilitates further customization of multiple asset sorts • Ability to override Suggested Levvel at security level and submit to Northern for storage Level Override Ability to roll forward overrides to future reporting periods Capabilities* • • Ability to override excluded assets from the Fair Value Hierarchy table

Note: *references reports/documents associated with the Level Determination Reporting product. **Any current user and subscriber to Fair Valuation Reporrting Tools for FFAS/ASU 820 that pays the annual $3,000 fee associated with Level Determination Reporting Product and will need these reports the fee should be waived. A client that paid one-time fee for Level Determination Repporting product and will need to use these reports must pay this annual fee associated to these new reports. This note is NOT applicable to first time GASB72 or first time ASU2015 subscribers because they need to sign up for thhe annual fee of 3,000 to receive all of the reports, documents and capabilities stated above.

Fee Schedule

Benefit Payment Services

Prior Trustee File Conversion (one-time fee for periodic payments only, $6.00 per participant (manual set up) WAIVED) $5.00 per participant (automated set up)

Plan Structure Payment Group (periodic plan/lump sum plan) $72.00 per payment group annually

EFT Advice Statement $ .20 per advice + postage

Periodic Payment – Includes tax deposits and vendor payment Check $1.30 per payment + postage Electronic Fund Transfer $1.00 per payment

Set-up and Maintenance of each New Scheduled Payment Electronic Input $6.00 per payment Manual Form Processing $18.00 per payment

Non-Periodic Payment (lump sum/retroactive payment) Check or Electronic Fund Transfer Electronic Input $7.00 per payment + current postage Manual Form Processing $18.00 per payment + current postage

Delivery Via U.S. Mail to Domestic Address Current postage raate (including all tax forms) Via U.S. Mail to Foreign Address Current international postage rate Via worldwide courier or via messenger in Chicagoland Area Charged by weight and distance

Participant Servicing – Includes phone inquiries and data maintence (applicable if participants call Northern Trust with inquiries) Using Local 312 Number Per Active Payment Recipient $0.30 per participant annually Per EFT Recipient without Advice Statement $1.50 per participant annually Using Toll Free Number Per Active Payment Recipient $0.60 per participant annually Per EFT Recipient without Advice Statement $3.00 per participant annually

Benefit Payment Participant Web Passport In combination with Participant Servicing (above) $0.10 per participant annually If not subscribing to Participant Servicing $0.30 per participant annually

Additional Services Tax Forms(including duplicates/corrections) $1.00 per tax form + current postage rate Stop Payment/Redeposit/Reissue $10 – if electronic input/$20–if paper input Stale Dating $15 –per stale dated check International wire $35 per wire U.S. wires $10 – if electronic input/$20–if paper input Paid Check Image $5 – if electronic input/$10 –if paper input Photocopies of Paid Check $7 – if electronic input/$15 –if paper input Electronic Copy of Master File $250 each copy Ad hoc report production $75 per report per run Custom report design $150 per hour Processing of Garnishments, Levies, NRA forms $25 per participant, one-time fee Client Logo on payment $7,500 one-time feee ($1000 for changes) Check message $1,000 one-time feee Check Insert/Letter $1 per insert/letter (generic)/$3(custom) Personal Check Redeposit $10 per check received EFT Recall Request $10 per payment Same Day Payment Request $25 per check/$35 per wire Services Provided at No Additional Charge

Fee Schedule

Changes or updates to existing participant records Annual US Postal Service address review Annual Death Search (.15 per participant off cycle) Standard reporting package Federal, state, local tax services (tax filings occur under the Northern Trust Sanctions Screening Universal EIN)

Fee Schedule

US Common and Collective STIF Sweep Services

Sweep Services - 15 basis points p.a.

Sweep Services consist of the custodial services that support movement of available cash balances from a client account to a STIF on a daily basis, as well as the investment management of the assets in the STIF. Fees for Sweep Services are accrued daily and charged monthly.

Foreign Exchange

For foreign exchange transacted with Northern, as principal, Northern will provide such service at exchange rates established in its discretion, having regard to exchange rates available in the foreign exchange market on the global trading day, and Northern retains any profit derived from such servvice.

All foreign exchange transacted with an entity outside of Northern Trust will be assessed a minimum charge of $50 per transaction will be debited from the account the following month and will appear on your statement of account. Certain currency markets may incur higher charges and indicative fees for those currencies will be disclosed prior to providing a service.

Fee Schedule

Other Fees and Expenses

Where applicable, indicative fees will be disclosed prior to providing a service.

Additional charges may be applied for:

Services or special procedures required in respect of any directly held property or venture capital/private equuity portfolios will be evaluated and priced on a case by case business, according to the level of work involved. Services associated with special events the client, its investment managers, or other service providers initiate, to the extentt those events are not specifically described by the fees detailed in the Transition Related Fee Schedule Customized services including, but not limited to, reporting for non-custodied assets, developing custom downloads, custom programming, special accounting or project work for any cliient or third party organization, class action filing services with prior custodial records, client specific data requirements Demand account services to support pension payment or collection activities Fund subscriptions and redemptions Services to support in-house managed accounts Manager fee payments Custom Cash Fund Services, which could include cash consolidation (sweep), fuund accounting, investor reporting and a portfolio management fee. Supporting/facilitating on-site visits by your auditors Processing trades through a clearing bank

If you maintain deposits with Northern Trust in markets for which prevailing money market rates fall to a level at or below zero, Northern Trust may, in its discretion, charge a fee on such balances. The amount of the fee, which may vary by market and circumstance and may change over time, will be the spread in excess of the prevailing over night or central bank rate in an affected market and will not exceed 100 basis points. In order to determine the interest rates you are receiving, you can review your report from Institutional Investor Passport (IIP) entitled: “Positions/Accrued Income/Interest Rates”, where all such rates are disclosed.

ANNUAL INFLATION SURCHARGE Excluding market value-based fees (i.e. charged by basis point), fees are subject to an annual inflation adjustment of 1.5%. Inflation adjustment will be effective January 1st the year after this fee schedule is eeffective; the impact of the adjustment will be evident on your regular invoice.

OVERDRAFT DISCLOSURE Northern Trust generally covers overdrafts as a service to its institutional trust and custody clients in order to assist in the timely processing of transactions. It is Northern Trust’s policy to discourage the incidence of overdrafts and to prohibit their excessive use. Northern Trust promptly notifies clients or their investment managgers of all overdrafts that occcur in client accounts, and the associated fees are reflected in client cash statements. Northern Trust monitors accounts for any pattern or practice or routine overdraft use, and takes active steps to address any perceived abuse of overdraft privileeges. Thus, this service is an accommodation granted entirely at the discretion of Northern Trust and can be discontinued at any time.

Northern Trust’s charge for U.S. dollar overdrafts is the Northern Trust Prime Rate of interest. Northern Trust intends to assess overdraft fees on all overdrawn accounts, including separately managed and commingleed funds managed by Northern Trust and its afff iliates, except in cases where it is determined that Northern Trust or its affiliate was at fault in causing the overdraft. Unless otherwise agreed, overdraft charges will be determined on a daily basis and assessed monthly against client accounts.

Fee Schedule

For non-U.S. dollar overdrafts, Northern Trust assesses overdraft recovery charges based upon prevailing local market rates.

Expenses to be passed through to clients include, but are not limited to:

Commissions and placement or surrender fees. Execution attributable to settlement and associated activities in specific markets, including but not limited to market opening charges, stamp duty, securities re-registration fees, ADR/GDR agent pass through charges (including tax relief assistance), transfer agent pass through charges, proxy voting physical representation/ad hoc expenses, Legal Entity Identifier registration charges, Deposit/Withdrawal at Custodian (DWAC) charges (Such charges will be passed through to the account where applicable.) Out of pocket expenses including, but not limited to, fees for external legal and tax advice and legal document processing will be passed through to the client. Other security-related charges passed through by depositories. Vendor charges which are passed through to clients and are dictateed by marketss or other third parties are subject to change without notice.

Note: all fees are subject to direct debit. Fees are due upon receipt of invoice. Northern Trust reserves the right to modify any client fee schedule should there be a meaningfful change in the account structure or services provided. In such event, a revised fee schedule will be provided to the client.

MATERIAL CHANGES AND TERMS The fees quoted above are offered contingent upon the information provided and assume that actual experience will not be materially different from projected activity and/or assumptions. “Material” changes, for the purposes of this provision, will be changes in excess of 10% from the assumptions used.

BILLING / INVOICING Market value based fees are based on prior period values, prorated for the current invoice period. For example, the 1Q invoice will use 4Q closing market values.

Transaction based fees are charged a period in arrears. For example, transactions from 4Q will be charged on the 1Q invoice.

Confidentiality Notice: Please consider this document including all detailed fee and pricing information as confidential. This information is intended solely for the recipient noted herein and not for any broad distribution. Version 1.0NTAC:2SE-18 Fee Schedule Flat Annual Fee (Custody & Accounting)* $90,000 *Based on items marked Included in Fees and International Fees tabs Basis Basis Points x Points Assets Assets = Charge Administrative Fee (annual fees) US US Assets Under Custody/Administration - $3,623,775,055 Included

Charge Charge Per Item x Per Item Items Item = Charge Structural Charges (annual fees based on monthly valuation) Investment Pool Accounting Per Separate Account - 11 Included Per Separate Account with any OTC Derivatives - - Included Per Line Item (Real Estate, LP, Commingled Fund, Mutual Fund, Hedge Fund, Gift Processing) - 48 Included Per Collateral Account - - included Per Cash Portfolio - 2 Included Plan Accounting Per Plan Account $1,000.00 - - Per Unitization $2,500.00 - -

Other Services Expense Ratio Calculation Service Basic Service, fee per annum $10,000.00 - - Premium Service, fee per annum $20,000.00 - -

Domestic Vault / Physical Securities Safekeeping per position per month $20.00 - -

Transaction Fee Domestic * Per Depository Eligible Transaction (includes purchases, sales, free receipts, free deliveries and maturities) - 6,521 Included Per P&I, Payup/Paydown - - Included Per Repo Transaction/Collateral - - Included Per Leg of ETD Transaction - 40 Included Per Leg of Bilateral OTC Derivative Transaction - 578 Included Per Leg of Centrally Cleared Derivative Transaction - - Included Per Physical Transaction $100.00 - - Per Physical Expedited Process (Same day service requests for delivery), per instance $1,000.00 - -

* Cancels will be treated as a transaction and charged as such (if arising from action of client or investment manager)

Global Asset and Transaction Fees Please see Global Assets section

Other Per Incoming/Outgoing US Wire - 32 Included Per Manual Check Request $35.00 - - Per Non USD Wire Transfer $35.00 - - Per Margin Variation $12.00 - - Per Third Party Securities Lending Agent (Applicable Transaction fees would also apply)

$100,000.00 - - Per F/X Not Executed At BNY Mellon - 3,531 Included Surcharge per F/X Not Executed At BNY Mellon (Emerging Markets) - A higher fee may apply $100.00 for Restricted Currencies - - Per Manual Transaction where automated solution exists (in addition to transaction fee) $100.00 - -

Proxy Services * Per Ballot Issue - - Included Per Incoming Vote - - Included Per Manual Instruction - - Included Any other Proxy Service Charges Pass through + 10%

* Proxy Fees applies to all markets except the US

Independent Valuation (OTC Derivative Pricing)

1 BNY MELLON Daily valuation, per position per vendor per day $3.25 - - Daily valuation, per centrally cleared position per day $2.00 - - Monthly valuation, per position per vendor per month - 182 Included

Cash Investment Sweep EBTIF/GSTIF 8/10 basis points

For management of amounts invested in one or more short-term collective investment funds (STIF) maintained by BNY Mellon or its affiliate, the fee listed above (8 or 10 basis points) per annum is charged on the STIF investment. The fee accrues daily and is netted against the income distributed from the STIF to accounts invested in the STIF each month. STIF fees, while quoted here, are independent of the Fee Schedule; BNY Mellon reserves the right to amend the fees, upon prior notice to the client.

Dreyfus Cash Management Funds See Prospectus

Per 3rd Party Cash Management (STIF) Sweep (Waived for sweeps into BNY Mellon supported funds) $12,000.00 - -

Securities Lending BNY Mellon has reviewed your portfolio information and estimates that FCERA could generate approximately $454,000 in total gross securities lending income (before revenue split).

75% of the income earned from lending the assets will be remitted to FCERA and the remaining 25% will be retained by BNY Mellon with a 2 bps fee for the administration of the collateral.

Standard Regulatory Support Fee (Per legal entity/per year) - Included The Standard Regulatory Support Fee partly covers BNY Mellon ongoing maintenance and investments in products, technology and servicing capabilities to keep up with the regulatory changes and to develop capabilities to provide additional materials and reporting support to clients.

API1 Store Annual Fee for Core APIs Basic / Tier 1 $25,000.00 Intra-day Updates / Tier 2 $60,000.00 Near Real Time / Tier 3 $120,000.00 Annual Fee for Specialized Services APIs Basic / Tier 1 $125,000.00 Intra-day Updates / Tier 2 $500,000.00 Near Real Time / Tier 3 $950,000.00

Footnotes 1 Application Program Interface.

Programming / Information Technology Custom Programming and Reporting Requirements - per hour rate $200.00 - -

Non-Standard Services In the event that any non-standard activity or bespoke development (out-conversion) is required in order to meet your specific requirements these will be agreed in advance and billed on a time and material basis. The daily charge outlined below will be based on a seven hour working day and will be charged on a pro rata basis for chargeable hours above and below seven hours per day. Program Manager $2,400.00 per day Senior Project Manager $2,000.00 per day Project Manager $1,640.00 per day Senior Analyst / Developer / Business Analyst / Programmer $1,440.00 per day Legal Counsel POA per day Operational Staff $1,250.00 per day Trainers / Administrators $1,040.00 per day Travel / Accommodation At Cost

TOTAL FLAT FEE (FOR ITEMS MARKED INCLUDED) AND BENEFIT DISBURSEMENTS FEE $239,355

2 BNY MELLON Fresno County Employees' Retirement Association Custody Services Request for Proposal State Street Fee Summary

This fee proposal assumes no material changes to trade and position volumes, market value, portfolio structure, asset composition, in particular, allocations to alternative investment and commingled pools, or other assumptions used by State Street to construct this fee proposal, including but not limited to the use of State Street’s automated daily cash sweep program. Any such changes could result in the need for amended fee terms. This is a fee proposal only. A final fee schedule will be provided once the products and services are finalized.

Institutional Investor Services Assets / No. BPs / Price Est. Price Subtotal

Total Assets Under Administration Domestic Assets $1,324,375,055 Line Item / Recordkeeping Assets $2,600,000,000 Subtotal Included

Portfolio Accounting & Reporting Separately Managed Accounts 11 Commingled Pools, LPs, CITs, etc. 9 Cash Accounts 2 Private Equity 4 Subtotal Included

Transaction Processing Fees Per Trade (see Footnote below) DTC, Fed Book, and line Item Transactions 6,521 Settlement of Foreign Exchange (See Foreign Exchange footnote below) Through State Street Global Markets Custody Transaction Processing Fee Waived Through Third Party 3,531 Settlement of Transition Management Services (See Transition Management footnote below) Through State Street Global Markets Custody Transaction Processing Fee Waived Through Third Party Transition Manager (based on transaction type) Listed Futures/Options 40 OTC Derivatives 578 Subtotal Included

Cash Processing Fees Per Transaction Fed Wires In / Out 32 Subtotal Included

Regulatory Compliance Support Fee ASC 820 (formerly FAS 157) Reporting (per fund / per year) $100 per separate account $50 per commingled fund ASC 815 (formerly FAS 161) Reporting No Charge GASB 40, 53 or 72 Reporting $100 per account Additional ad hoc reporting To be negotiated Subtotal

U.S. Class Action Administration U.S. class action administration fee $500 Subtotal

International & Subcustodian Detail

Group A Group B Group C Australia Brazil Albania Iceland Qatar Austria Greece Argentina Israel Romania Belgium India Bahrain Ivory Coast Russia Canada Indonesia Bangladesh Jamaica Saudi Arabia Canada - Fiducie Desjardins Ireland Benin Jordan Senegal Cedel/Clearstream Malaysia Bermuda Kazakhstan Serbia Denmark Mexico Bosnia & Herzegov. Kenya Slovak Republic Euroclear Portugal Botswana Kuwait Slovenia Finland Puerto Rico Bulgaria Latvia Sri Lanka France South Korea Burkina Faso Lebanon Srpska Germany Thailand Cayman Island Lithuania Swaziland Hong Kong Chile Mali Tanzania Hong Kong Bond Connect China Malta Taiwan Hong Kong Stock Connect Colombia Mauritius Togo Italy Costa Rica Morocco Trinidad & Tobago Japan-Mizuho Croatia Namibia Tunisia Japan-Sumitomo Cyprus Niger Turkey Netherlands Czech Republic Nigeria Uganda New Zealand Ecuador Oman Ukraine Norway Egypt Pakistan United Arab Emirates Singapore Estonia Palestine Uruguay South Africa Georgia Panama Venezuela Spain Ghana Peru Vietnam Sweden Guinea-Bissau Philippines Zambia Switzerland Hungary Poland Zimbabwe United Kingdom

* based on the month-end total asset value in US dollars

Total International Assets Under Administration Group A Assets $624,454,191 Transactions 4,401 Group B Assets $94,867,371 Transactions 155 Group C Assets $63,043,878 Transactions 270 International Assets - Subtotal Included

Flat Fee Proposal Flat Fee Proposal - Core Services $100,000 Subtotal $100,000

Retiree Services Retiree Services (See attached fee schedule for details) $113,277 $113,277

Total $213,277

Cross Product Service Fees Swift Messages (per message) $0.30 Data Extracts (Standard) (per report/per annum) $To be negotiated Data Extracts (Non-Standard) (per report/per annum) $To be negotiated Custom or Manual Reports (per report/per annum) $To be negotiated Development of standard or customized programming or transmission $150 per hour Maintenance of customized programming or transmission (per year) $4,000 Out of Pocket Expenses

Out-of-pocket expenses incurred by State Street (and by its subcustodians and depositories) on behalf of the Client in connection with the performance of the Services will be passed through to the Client and invoiced each month, including, but not limited to, the following expenses

Subcustodian and Depository Out-of-Pocket Expenses

Miscellaneous expenses incurred in connection with Foreign custody (e.g., stamp duties, registration costs, script fees, special transportation costs, etc.) Fair Value Vendor Charges Pricing (non-standard Vendors) ADR and GDR charges Stock Exchange Fees DST (agency charges/output fees/underwriting charges DTCC/NSCC Charges Tax Certifications and Form Filings Courier or Overnight Delivery (plus $1 handling Fee) Notory and Government Charges or Filing Fees Reasonable External Legal Expenses

Cost of responding to third party subpoenas and/or regulartory inquiries related to the Client, the Account or the Client's investment adviser(s) or manager(s) (plus a fee of $5,000 per subpoena)

Out-of-pocket expenses incurred by State Street (and by its subcustodians and depositories) will be billed to the Client based upon actual usage of a service or an allocated or derived charge for the use of the service for the benefit of the Client or the Account(s).

Explanatory Notes

Assets Under Administration Fee. The Assets Under Administration Fee will be calculated by multiplying the aggregate net asset value (NAV) of the Account (including the NAVs of all Portfolios and Funds) on the last business day of the month by the applicable basis point rate(s), dividing the result (or the sum of the results if tiered rates apply) by 360 and multiplying that amount by 30. If an Account holds foreign (non-U.S.) assets, the market value of such foreign (non-U.S.) assets will be subtracted from the NAV of the Account for purposes of this calculation. The market value of foreign (non-U.S.) assets used for this calculation will be the amount calculated for purposes of applying the Foreign (non-U.S.) Custody Asset Charges. Foreign (non-U.S.) Custody Asset Charges and Foreign (non-U.S.) Custody Transaction Charges. The Foreign Custody Asset Charges will be calculated by multiplying the aggregate USD market value of the cash, securities and other assets held in custody for the Account (including all Funds and Portfolios) at month-end by the applicable basis point rate(s) (based on custody location), dividing the result (or the sum of such results) by 360 and multiplying that amount by 30. The Foreign Custody Transaction Charges are fees imposed for processing transactions on behalf of the Client in the relevant foreign market as part of the custody services. The Foreign Custody Asset Charges and Foreign Custody Transaction Charges applicable with respect to custody services in any country not listed above will be negotiated and agreed by State Street and the Client prior to investment in such country.

Portfolio Accounting & Reporting. These are charges applied to each Portfolio that the Client has requested be established for reporting purposes. The following definitions will apply to the following Portfolio types: • Line Item Portfolio: an account set up to record investments such as Commingled Funds, Mutual Funds, and other non-custody positions not included in other portfolio types. • Alternative Asset Account: an account set up to record investments in the following asset types: Limited Partnerships, Hedge Funds, Private Equity, Natural Resource, Real Estate. • Administrative Account: an account set up to facilitate the processing of certain activities, including but not limited to, Clearing Accounts, Expense Accounts, Loan Accounts, and Brokerage Window Accounts. • Bank Loan Fund: a fund holding investments in Bank Loans requiring the support of State Street Loan Services.

Transaction Processing Fees. Transaction Processing Fees are per trade processing fees charged for processing settlement of transactions by State Street on behalf of its clients in connection with the provision of custody services hereunder. These Transaction Processing Fees, unless otherwise waived, apply whether the client or its third party investment managers entered into such transactions with or through State Street or one of its affiliates or a third party dealer or broker. The processing fees are in addition to, and are not to be construed as payments in lieu of, any compensation (as described below) that may be earned by State Street or any of its affiliates or by a third party dealer or broker in connection with such transaction.

Foreign Exchange. State Street Global Markets, as a separate division of State Street, offers principal or "dealer" trading services, as well as agency execution services (which include its proprietary electronic trading platforms) in a variety of asset classes, including most of those described in this schedule. The client or its third party fiduciary investment managers may select State Street Global Markets to effect principal or agency transactions; however, any such services irrespective of whether trade orders are transmitted through State Street's custody or trustee operations, are conducted under contractual or other arrangements that are distinct from its services and obligations under the trust/custody agreement. When State Street or State Street Global Markets act as counterparty (e.g., foreign exchange, over the counter derivatives, repurchase transactions) to the client, such transactions are principal transactions and State Street or State Street Global Markets enter into them as a dealer and not in a fiduciary, agency or similar capacity (regardless of any other relationships between State Street and the client under the trust/custody agreement). In connection with such trading or agency execution services, State Street Global Markets may receive compensation from the client in a variety of forms, including a commission, click fee, revenue share, spread, mark- up, mark-down, interest, fee or similar amount. Transition Management Services. In the event of a transition management exercise, State Street Global Services will assess a Portfolio Accounting Charge of $10,000 for each separate portfolio created to facilitate the transition, per transition event (Manager Terminations, Parebacks/Reductions, Transfers Between Accounts (TBA’s), Conversions, Reverse Conversions, Free Deliveries) for the administration, reconciliation and support of the asset movement that results in a change in investment fiduciary responsibility and/or a change in legal entity. Transition administration charges are in addition to the transaction charges listed above and are independent of the fee or commission charged by the selected broker dealer hired to execute the buying and selling of securities related to the transition; the charges listed herein do not purport to include any such fees and commissions. Transition related events include activities such as, but not limited to, manager terminations, account restructures, mergers, spin-offs, fund conversions. Additional charges may be assessed for more complex events.

The above fees of State Street Global Services are waived when State Street Global Markets is retained as the transition manager in a transition event. Any and all fees and commissions of State Street Global Markets in its capacity as transition manager will be independent of such fees and would be separately negotiated with State Street Global Markets.

Cash Balances. Unless State Street notifies the Client otherwise, deposit accounts established and maintained on behalf of the Account are non-interest bearing accounts. State Street may elect to pay interest on deposit balances at such times and at such rates as it may specify from time to time. Interest rates, if applicable, will vary by currency and market conditions and State Street may cease paying interest, change interest rates, or apply (and adjust) negative interest rates or equivalent charges or fees on designated currencies, from time to time at its sole discretion.

Details on applicable interest rates, equivalent charges or fees and applicable percentage or deposit balance thresholds are available upon request.

Deposit Limits Subject to applicable law and regulation, State Street may refuse to accept, limit the amount of or return all or a portion of certain types of cash deposits and/or balances, including non-operational deposits.

Overdrafts. Except in accordance with the terms of a committed credit facility established with State Street, the Client is not entitled to overdraw the cash deposit accounts of the Funds or Portfolios. Cash advances or other extensions of credit are made at the discretion of State Street. In the event of an overdraft which exceeds a designated threshold (currently set at $50,000 for USD overdrafts), State Street will impose an interest charge on the amount of the overdraft during the period an account is overdrawn. The interest rates applicable to overdrafts and the applicable overdraft thresholds (if any) are set on a periodic basis by State Street for each currency at its sole discretion, taking into account market conditions and other relevant commercial considerations. Unless otherwise agreed in writing, overdrafts are repayable in full either (i) on demand or (ii) within five business days, whichever is earlier. Interest charges will be accrued on a daily basis and debited from the applicable deposit account monthly. Details on applicable interest rates and overdraft thresholds are available upon request from your client service representative.