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Custody RFP Review FCERA Introduction

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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: . Northern Trust (incumbent) . 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 4 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 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. 5 Confidentiality Notice: Please consider this document including all detailed fee and pricing information as confidential.
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