10/14/2019Monday, October 14, 2019
9:00 AM
City of Clearwater
Main Library - Council Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
Main Library - Council Chambers
Pension Trustees
Meeting Agenda
October 14, 2019Pension Trustees Meeting Agenda
1. Call To Order
2. Approval of Minutes
2.1 Approve the September 16, 2019 Pension Trustees Meeting Minutes as
submitted in written summation by the City Clerk.
3. Citizens to be Heard Regarding Items Not on the Agenda
4. New Business Items
4.1 Approve the new hires for acceptance into the Pension Plan as listed.
4.2 Approve the following request of employees Duanne Anderson, Fire
Department, Debra Faison, Parks and Recreation Department and Michael
Ward, Fire Department, for a regular pension as provided by Sections 2.416
and 2.424 of the Employees’ Pension Plan.
4.3 Approve pension plan expenditures for fiscal year 2020 totaling not-to-exceed
$380,700.
4.4 Approve new fee schedule with the pension plan’s investment custodian,
Northern Trust, for an annual fixed fee of $97,500, effective October 1, 2019,
and authorize the appropriate officials to execute same.
5. Director's Report
6. Adjourn
Page 2 City of Clearwater Printed on 10/11/2019
Cover Memo
City of Clearwater Main Library - Council
Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
File Number: ID#19-6831
Agenda Date: 10/14/2019 Status: Agenda ReadyVersion: 1
File Type: MinutesIn Control: Pension Trustees
Agenda Number: 2.1
SUBJECT/RECOMMENDATION:
Approve the September 16, 2019 Pension Trustees Meeting Minutes as submitted in written
summation by the City Clerk.
SUMMARY:
APPROPRIATION CODE AND AMOUNT:
USE OF RESERVE FUNDS:
Page 1 City of Clearwater Printed on 10/11/2019
Pension Trustees Meeting Minutes September 16, 2019
Page 1
City of Clearwater
City of Clearwater
Main Library - Council Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
Meeting Minutes
Monday, September 16, 2019
9:00 AM
Main Library - Council Chambers
Pension Trustees
Draft
Pension Trustees Meeting Minutes September 16, 2019
Page 2
City of Clearwater
Roll Call
Present 5 - Chair George N. Cretekos, Trustee Bob Cundiff, Trustee Hoyt
Hamilton, Trustee David Allbritton, and Trustee Jay Polglaze (Arrived –
9:03 a.m.)
Also Present – William B. Horne II – City Manager, Micah Maxwell – Assistant
City Manager, Michael Delk – Assistant City Manager, Pamela
K. Akin – City Attorney, Rosemarie Call – City Clerk, Nicole
Sprague – Official Records and Legislative Services Coordinator,
and Jennifer Poirrier – Human Resources Director
To provide continuity for research, items are listed in agenda order although not
necessarily discussed in that order.
Unapproved
1. Call to Order – Chair Cretekos
The meeting was called to order at 9:01 a.m. in Council Chambers at the
Main Library.
2. Approval of Minutes
2.1 Approve the minutes of the August 12, 2019 Pension Trustees Meeting as submitted in
written summation by the City Clerk.
Trustee Cundiff moved to approve the minutes of the August 12,
2019 Pension Trustees Meeting as submitted in written summation
by the City Clerk. The motion was duly seconded and carried
unanimously.
3. Citizens to be Heard Regarding Items Not on the Agenda – None, 4. New Business Items
4.1 Approve the new hires for acceptance into the Pension Plan as listed.
Name/Job Classification/Department Pension Eligibility Date
Terrell Brown Jr., Field Service Representative, Customer Service07/08/2019
Christopher Katona, Air Conditioning Technician, General Services07/08/2019
Dora Monterroza, Custodial Worker, Parks & Recreation 07/08/2019 Draft
Pension Trustees Meeting Minutes September 16, 2019
Page 3
City of Clearwater
Savannah Bass, Police Information Technician I, Police 07/08/2019
Keron Johnson, Water Distribution Operator Trainee, Public Utilities 07/08/2019
Danny Pate II, Public Utilities Technician I , Public Utilities 07/08/2019
Omar Hill, Parks Service Technician I, Parks & Recreation 07/22/2019
Brennan Milnes, Water Distribution Operator Trainee, Public Utilities 07/22/2019
Derek Griego, Water Distribution Operator Trainee, Public Utilities 07/22/2019
Ricardo Smith, Water Distribution Operator Trainee, Public Utilities 07/22/2019
Rodney Sheridan, Utilities Mechanic, Public Utilities 07/22/2019
Courtney Dosch, Storeskeeper, Fire 07/22/2019
Brian Palmese, Fleet Mechanic, General Services 07/22/2019
Thomas Whittaker, Fleet Mechanic, General Services 07/22/2019
Terry Winthrop, Tradesworker, Marine & Aviation 07/22/2019
Trustee Hamilton moved to approve the new hires for acceptance
into the Pension Plan as listed. The motion was duly seconded and
carried unanimously.
4.2 Approve the following request of employee Daniel Devol, Police Department, for a
regular pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension
Plan.
Daniel Devol, Police Sergeant, Police Department, was employed by the City on
October 17, 1994, and his pension service credit is effective on that date. His
pension will be effective September 1, 2019.
Based on an average salary of approximately $91,102.48 over the past five
years, the formula for computing regular pensions and Mr. Devol’s selection of
the 10 Year Certain and Life Annuity with a 20% partial lump sum, this pension
benefit will be approximately $53,548.68 annually.
Section 2.416 provides for normal retirement eligibility for hazardous duty
employees, a member shall be eligible for retirement following the earlier of the
date on which the participant has completed twenty years of credited service
regardless of age, or the date on which the participant has reached fifty-five
years and completed ten years of credited service. Mr. Devol has met the
hazardous duty criteria.
Trustee Allbritton moved to approve the following request of
employee Daniel Devol, Police Department, for a regular pension as
provided by Sections 2.416 and 2.424 of the Employees’ Pension
Plan. The motion was duly seconded and carried unanimously. Draft
Pension Trustees Meeting Minutes September 16, 2019
Page 4
City of Clearwater
5. Director's Report – None. 6. Adjourn
The meeting adjourned at 9:03 a.m.
Chair
Employees’ Pension Plan Trustees
Attest
City Clerk Draft
Cover Memo
City of Clearwater Main Library - Council
Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
File Number: ID#19-6746
Agenda Date: 10/14/2019 Status: Agenda ReadyVersion: 2
File Type: Action ItemIn Control: Pension Trustees
Agenda Number: 4.1
SUBJECT/RECOMMENDATION:
Approve the new hires for acceptance into the Pension Plan as listed.
SUMMARY:
Name/Job Classification/Department Pension Eligibility Date
Kellie Cramer, Customer Service Representative, Customer Service 08/05/2019
Dion Jones, Field Service Representative I, Customer Service 08/05/2019
Jacob Horn, Parks Service Technician I, Parks & Recreation 08/05/2019
Trevor Dorman, Parks Service Technician I, Parks & Recreation 08/05/2019
Darrell Ford, Customer Service Representative, Customer Service 08/19/2019
Samantha Flagler, Customer Service Representative, Customer Service 08/19/2019
Jeh Mohr, Senior Auditor, City Auditor/Finance 08/19/2019
Charlene Peaslee, Gas Sales Representative, Gas 08/19/2019
Brenton Conley, Parks Service Technician I, Parks & Recreation 08/19/2019
Vinod Kadu, Senior Planner, Planning & Development Services 08/19/2019
Matthew Hall, Recreation Specialist, Parks & Recreation 08/19/2019
Charles Kordick II, Gas Technician II, Gas 08/19/2019
APPROPRIATION CODE AND AMOUNT:
N/A
USE OF RESERVE FUNDS:
N/A
Page 1 City of Clearwater Printed on 10/11/2019
Interoffice Correspondence Sheet
TO: Pension Advisory Committee
FROM: Jennifer Poirrier, Human Resources Director
SUBJECT: Recommendation for Acceptance into Pension Plan
DATE:
Subject/Recommendation: Recommend approval of the new hires for acceptance into the Pension Plan as listed.
Name Job Classification Department Pension
Eligibility Date
Kellie Cramer Customer Service Representative Customer Service 08/05/2019
Dion Jones Field Service Representative I Customer Service 08/05/2019
Jacob Horn Parks Service Technician I Parks & Recreation 08/05/2019
Trevor Dorman Parks Service Technician I Parks & Recreation 08/05/2019
Darrell Ford Customer Service Representative Customer Service 08/19/2019
Samantha Flagler Customer Service Representative Customer Service 08/19/2019
Jeh Mohr Senior Auditor City Auditor/Finance 08/19/2019
Charlene Peaslee Gas Sales Representative Gas 08/19/2019
Brenton Conley Parks Service Technician I Parks & Recreation 08/19/2019
Vinod Kadu Senior Planner Planning & Development Services 08/19/2019
Matthew Hall Recreation Specialist Parks & Recreation 08/19/2019
Charles Kordick II Gas Technician II Gas 08/19/2019
Cover Memo
City of Clearwater Main Library - Council
Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
File Number: ID#19-6747
Agenda Date: 10/14/2019 Status: Agenda ReadyVersion: 2
File Type: Action ItemIn Control: Pension Trustees
Agenda Number: 4.2
SUBJECT/RECOMMENDATION:
Approve the following request of employees Duanne Anderson, Fire Department, Debra
Faison, Parks and Recreation Department and Michael Ward, Fire Department, for a regular
pension as provided by Sections 2.416 and 2.424 of the Employees’ Pension Plan.
SUMMARY:
Duanne Anderson, Fire Prevention Inspector, Fire Department, was employed by the City on
July 7, 1997, and his pension service credit is effective on that date. His pension will be
effective August 1, 2016. Based on an average salary of approximately $73,577.05 over the
past five years, the formula for computing regular pensions and Mr. Anderson’s selection of the
100% Joint and Survivor Annuity, this pension benefit will be approximately $37,344.72 annually.
Debra Faison, Parks Service Technician II, Parks and Recreation Department, was employed
by the City on October 18, 1992, and her pension service credit is effective on that date. Her
pension will be effective September 1, 2019. Based on an average salary of approximately
$43,664.06 over the past five years, the formula for computing regular pensions and Ms .
Faison’s selection of the 10 Year Certain and Life Annuity, this pension benefit will be
approximately $42,432.24 annually.
Michael Ward, Firefighter, Fire Department, was employed by the City on May 5, 2003, and his
pension service credit is effective on that date. His pension will be effective September 1,
2019.
Based on an average salary of approximately $64,924.84 over the past five years, the formula
for computing regular pensions and Mr. Ward’s selection of the 100% Joint and Survivor
Annuity, this pension benefit will be approximately $28,197.48 annually.
Section 2.416 provides for normal retirement eligibility for non-hazardous duty employees hired
prior to the effective date of this reinstatement (January 1, 2013), a member shall be eligible for
retirement following the earlier of the date on which a participant has reached the age of
fifty-five years and completed twenty years of credited service; the date on which a participant
has reached age sixty-five years and completed ten years of credited service; or the date on
which a member has completed thirty years of service regardless of age. For non-hazardous
duty employees hired on or after the effective date of this restatement, a member shall be
eligible for retirement following the earlier of the date on which a participant has reached the
age of sixty years and completed twenty-five years of credited service; or the date on which a
participant has reached the age of sixty-five years and completed ten years of credited service.
Ms. Faison has met the non-hazardous duty criteria.
Section 2.416 provides for normal retirement eligibility for hazardous duty employees, a
Page 1 City of Clearwater Printed on 10/11/2019
File Number: ID#19-6747
member shall be eligible for retirement following the earlier of the date on which the participant
has completed twenty years of credited service regardless of age, or the date on which the
participant has reached fifty-five years and completed ten years of credited service. Mr.
Anderson and Mr. Ward have met the hazardous duty criteria.
APPROPRIATION CODE AND AMOUNT:
N/A
USE OF RESERVE FUNDS:
N/A
Page 2 City of Clearwater Printed on 10/11/2019
Cover Memo
City of Clearwater Main Library - Council
Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
File Number: ID#19-6927
Agenda Date: 10/14/2019 Status: Agenda ReadyVersion: 1
File Type: Action ItemIn Control: Pension Trustees
Agenda Number: 4.3
SUBJECT/RECOMMENDATION:
Approve pension plan expenditures for fiscal year 2020 totaling not-to-exceed $380,700.
SUMMARY:
The Employees’ Pension Plan does not have a legally required budget, however all
expenditures must be approved by the Trustees. The following are routine administrative
expenditures that staff is requesting approval of for administrative efficiency.
The recommended expenditures for fiscal year 2020 reflect a $29,100, or 8.3% increase over
the approved fiscal 2019 expenditures, per attached. This increase is primarily due to a
$25,000 increase in actuary consulting fees in anticipation of pension negotiations with
bargaining units. The balance of the increase is due to salary increases for City employees
providing administrative support for the plan.
Training and travel are the estimated costs of pension training and related travel, including
fiduciary training for the Trustees and Pension Advisory Committee (PAC) members. This is a
not-to-exceed amount given uncertainty regarding the number of Trustees and PAC members
that may elect to pursue training.
Reimbursements to the General Fund and Central Insurance Fund are for the cost of oversight
and administration of the Plan. The reimbursements are for services provided by Human
Resources, Payroll, and Finance personnel, along with related operating expenditures.
The firm of Klausner, Kaufman, Jensen and Levinson currently serve as the Plan’s pension
attorneys. Annual attorney fees also include medical bills for medical services authorized by the
PAC, as well as attorney fees for disability cases and hearings.
Money manager, performance measurement consulting, custodial/safekeeping, and actuary
fees (other than actuary hourly consulting) are all governed by contracts separately approved
by the Trustees and are not included in this agenda item total.
APPROPRIATION CODE AND AMOUNT:
646xxxx-5xxxxx (various pension plan expenditure codes)
Page 1 City of Clearwater Printed on 10/11/2019
Description FY 2020 FY 2019
Increase/
(Decrease)
%
Increase/
Decrease
543400 Printing & binding 400$ 400$ -$ 0.0%
542500 Postage 400 400 - 0.0%
557100 Memberships 800 800 - 0.0%
548000 Misc 100 100 - 0.0%
557300 Training 4,000 4,000 - 0.0%
547200 Travel expense 3,000 3,000 - 0.0%
521500 Physicals 36,300 36,300 - 0.0%
590200 Reimbursement to General Fund/Central Ins. Fund (Human Resources)38,400 40,500 (2,100) -5.2%
590200 Reimbursement to General Fund (Accounting & Finance)20,800 19,700 1,100 5.6%
590200 Reimbursement to General Fund (Payroll & IT)98,800 93,800 5,000 5.3%
530100 Pension attorney 140,000 140,000 - 0.0%
530100 Annual software license - GRS benefit calculator 2,200 2,100 100 4.8%
530100 Consulting fees - pension buy-backs and other 35,500 10,500 25,000 238.1%
Totals 380,700$ 351,600$ 29,100$ 8.3%
General Fund Reimbursement
HR 26,800$ 26,600$ 200$ 0.8%
Acctg Finance 20,800 19,700 1,100 5.6%
Payroll IT 98,800 93,800 5,000 5.3%
General Fund Totals 146,400$ 140,100$ 6,300$ 4.5%
Central Insurance Fund Reimbursement - HR 11,600$ 13,900$ (2,300)$ -16.5%
Combined General Fund and Central Insurance Fund
HR 38,400$ 40,500$ (2,100)$ -5.2%
Acctg Finance 20,800 19,700 1,100 5.6%
Payroll IT 98,800 93,800 5,000 5.3%
158,000$ 154,000$ 4,000$ 2.6%
City of Clearwater
Employees' Pension Plan
Administrative Expenditures
Cover Memo
City of Clearwater Main Library - Council
Chambers
100 N. Osceola Avenue
Clearwater, FL 33755
File Number: ID#19-6926
Agenda Date: 10/14/2019 Status: Agenda ReadyVersion: 1
File Type: Action ItemIn Control: Pension Trustees
Agenda Number: 4.4
SUBJECT/RECOMMENDATION:
Approve new fee schedule with the pension plan’s investment custodian, Northern Trust, for an
annual fixed fee of $97,500, effective October 1, 2019, and authorize the appropriate officials to
execute same.
SUMMARY:
Northern Trust has been the plan’s custodian for safekeeping of investments since November
2002 and has provided an excellent level of service to the plan.
A pension plan custodian is tasked with the safekeeping of plan investments. Additionally,
Northern Trust provides extensive reporting capabilities for the plan’s investments (by money
manager and by individual holding), provides all required regulatory and annual external audit
reporting, and files claims on behalf of the plan for all class action lawsuits involving plan
investment holdings held by any of the money managers.
Northern Trust was selected via a competitive process and has not raised their original fixed
fee of $85,000 annually since they were hired. In the meantime, the plan has grown from an
investment portfolio of $400 million managed by 10 money managers to a portfolio of $1.1
billion managed by 21 money managers.
Northern Trust is seeking a 14.7% increase in their annual fixed fee from $87,000 to $97,500.
This increase is equivalent to a less than 1% (0.81%) annual inflation adjustment over the past
17 years.
Staff recommends approval due to the exceptional level of service that Northern Trust has
provided the plan and the nominal increase this represents for the services provided, given the
significant increase in plan assets and money managers, with no corresponding fee increases,
over the past 17 years.
The plan’s pension attorney has reviewed and approved the fee schedule agreement for
execution.
APPROPRIATION CODE AND AMOUNT:
6467410-530100
Page 1 City of Clearwater Printed on 10/11/2019
NTAC:2SE-18
A Fee Schedule for:
CITY OF CLEARWATER Effective Date: October 1, 2019
**CONFIDENTIAL**
2 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
CONTACT DETAILS
Claudiu Besoaga
Vice President | Relationship manager
Tel 312.557.4049
Email cb73@ntrs.com
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60603
www.northerntrust.com
Different services described in this fee summary may be provided by separate agreements
3 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-
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FEE SCHEDULE
Table of Contents
Global Custody ........................................................................................................... 4
Derivatives Processing and Collateral Margin Movements ......................................... 8
Foreign Exchange .................................................................................................... 10
Transition Related Services ...................................................................................... 11
Other Fees and Expenses ........................................................................................ 12
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-
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FEE SCHEDULE
Global Custody– Flat Fee $97,500.00 annually
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 $0 per account
Cash / Clearing Account $0 per account
Single Line Asset Account $0 per account
Company Stock Account $0 per account
ASSET BASED FEES – SEPARATELY MANAGED ACCOUNTS (SMAS)
COUNTRY TIERING (ASSET BASED AND TRANSACTION FEES COVERING US AND NON-US ACCOUNTS)
Safekeeping charges are determined based on total eligible assets across all accounts with lower rates for higher market
values. Eligible assets include: equities, fixed income securities, exchange traded derivatives (ETDs), cash and all assets
other than single line assets and over the counter (OTCs).
Service Subcategory Fee Basis
Tier 1 AuC < $0.5B 0 bps
Bahamas, Canada - NT, Canada - RBC, Cayman Islands, Clearstream,
Euroclear, Ireland, United Kingdom, United States
AuC $0.5B to 5B 0 bps
AuC $5B to 10B 0 bps
AuC $10B to 25B 0 bps
AuC > $25B 0 bps
Tier 2 AuC < $0.5B 0 bps
Australia, Austria, Belgium, Denmark, Finland, France, Germany, Italy,
Japan, Luxembourg, Netherlands, Norway, Spain, Sweden, Switzerland AuC > $0.5B 0 bps
Tier 3 AuC < $0.5B 0 bps
Hong Kong, Hong Kong Stock Connect, Hong Kong Bond Connect, Iceland,
Malaysia, New Zealand, Portugal, Singapore, Thailand AuC > $0.5B 0 bps
Tier 4 AuC < $0.5B 0 bps
Argentina, Brazil, China A Shares, China B Shares, China Interbank Bond
Market (CIBM), Czech Republic, Egypt, Estonia, Greece, Hungary, India,
Indonesia, Israel, Mexico, Philippines, Poland, South Africa, South Korea,
Sri Lanka, Taiwan, Turkey
AuC > $0.5B 0 bps
Tier 5 AuC < $50M 0 bps
Bulgaria, Chile, Croatia, Kazakhstan, Latvia, Lithuania, Morocco, Namibia,
Nigeria, Pakistan, Peru, Romania, Russia, Slovak Republic, Slovenia,
Swaziland, Trinidad, Tunisia, Uruguay, Venezuela, Vietnam AuC > $50M 0 bps
Tier 6 AuC < $50M 0 bps
5 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-
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FEE SCHEDULE
Bahrain, Bangladesh, Benin, Bermuda, Bosnia/Herzegovina, Botswana,
Burkina Faso, Colombia, Costa Rica, Cyprus, Ghana, Guinea-Bissau, Ivory
Coast, 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
AuC > $50M 0 bps
Transactions
Tier 1 Transactions (Buy/Sell) < 5000 transactions $0 per transaction
> 5000 transactions $0 per transaction
Tier 2 Transactions (Buy/Sell) < 1000 transactions $0 per transaction
> 1000 transactions $0 per transaction
Tier 3 Transactions (Buy/Sell < 500 transactions $0 per transaction
> 500 transactions $0 per transaction
Tier 4 Transactions (Buy/Sell) < 500 transactions $0 per transaction
> 500 transactions $0 per transaction
Tier 5 Transactions (Buy/Sell) < 500 transactions $0 per transaction
> 500 transactions $0 per transaction
Tier 6 Transactions (Buy/Sell) < 5000 transactions $0 per transaction
> 5000 transactions $0 per transaction
Commingled Funds/Mutual Funds $0 per transaction
Hedge Funds $0 per transaction
Private Equity & Real Estate $0 per transaction
Pay Down $0 per transaction
Security Delivery $0 per transaction
Third Party Term & Fixed Deposits $0 per transaction
Repos $0 per open or close
Manual trades for 3rd Parties 40 to 200 $0 surcharge
Greater than 200 $0 surcharge
Cash Wires* $0 per transaction
*Please note – When we are up on the Global Fee System, cash wires for domestic will be $20 and for international $40.
Asset-Level Fees
Commingled Fund $0 per asset per annum
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This information is intended solely for the recipient noted herein and not for any broad distribution. Version 1.0NTAC:2SE-
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FEE SCHEDULE
Mutual Fund $0 per asset per annum
Private Equity Limited Partnership $0 per asset per annum
Hedge Fund $0 per asset per annum
Real Estate Property $0 per asset per annum
Insurance Contract
(Guaranteed Insurance Contracts) $0 per asset per annum
Bank Loans $0 per asset per annum
Mortgage Notes $0 per asset per annum
Unit Trust $0 per asset per annum
Sundry Asset $0 per asset per annum
7 Confidentiality Notice: Please consider this document including all detailed fee and pricing information as confidential.
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FEE SCHEDULE
ONLINE TRANSACTION APPLICATIONS
• Trade Order Entry (TOE) and Web Cash Movement (WCM) are default methods of automated communication for trade
initiation and cash movement provided to our clients at no additional cost. Should a client choose manual transaction
processing, the following fee schedule will apply.
These transaction counts are reset annually.
Transaction Count Annual Fee
<20 $1,000
21-50 $2,500
51-100 $5,000
101-200 $10,000
201-400 $15,000
401-700 $27,500
>700 $35,000
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 reported 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.
DEMINIMIS TAX RECLAIMS
Tax reclaim accruals with a value equal or less than United States Dollar (USD) $100 equivalents will not be filed or paid.
Clients should ensure relevant personnel, including their accountants are made aware.
Accruals that fall below the threshold will be cancelled from both the custody and accounting systems on the day after
generation and will no longer be reported or paid.
Tax reclaims $0.00 per non US account
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FEE SCHEDULE
Derivatives Processing and Collateral Margin Movements
1. Transaction Processing (applies to ETD & OTC)
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)
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
Type Per Movement
• Passive Collateral Processing or ETD margin /
OTC collateral movement
$15 per movement
4. Active Collateral Management (outsourced service will not show up on invoices)
Active Collateral Management is an outsourcing activity where our client or their asset manager provides their credit
agreements (between client and counterparty) and Northern Trust provides the following services.
Type Annual Fee
• Outsourcing activity Approximately $15,000 - $20,000 per credit support
agreement per annum
9 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-
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FEE SCHEDULE
COLLATERAL CALLS
• Daily Collateral Calls are recorded and processed
through the Collateral Dashboard
• Respond to collateral demands made by
counterparties
• Flexible asset selection rules incorporating
customized optimization capabilities
• Instruct custodian to move funds (undisputed amount)
or to expect to receive funds
• Resolve disputes through reconciliations and
valuation challenges
RECONCILIATIONS
• Proactive reconciliations with counterparty
• Periodic reconciliations with custodian
CORPORATE ACTIONS
• Corporate Action tool enables us to monitor and
substitute Collateral before the Corporate Action
takes place
• Interest calculations on cash collateral
REPORTING
• Northern Trust to provide daily/intra-day collateral
reporting from Colline
• Reports can be sent in Excel, PDF, and Text formats
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FEE SCHEDULE
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 service.
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.
11 Confidentiality Notice: Please consider this document including all detailed fee and pricing information as confidential.
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Transition Related Services
There is no event or non-trade related transaction charge where Northern Trust is hired as transition manager.
Where Northern Trust is not acting as transition manager, the following schedule applies:
Transaction Charge
• $10 per asset movement by line item for TBA’s (for free delivery)
• $10 per line item for reverse conversion/conversion activity (for delivery and receipt)
Event Charge
There is currently no event charge for day to day transition activity; however we reserve the right to charge for more
complex events. Your Relationship Manager will relay any event charges prior to execution of a complex event.
Transition Related Services include activities such as, but not limited to, manager terminations, account restructures,
mergers, spin-offs, fund conversions, parebacks/reductions, transfers between accounts (TBA’s), conversions, reverse
conversions, distributions. Event charges are related to the number of events/components involved and the reconciliations
necessary when the asset movement crosses a change in investment fiduciary responsibility and/or change in legal entity.
Transaction charges are related to the number of line items involved in the overall asset movement. In addition, Northern
Trust will, if applicable, pass through to the client legal, evaluation, and/or consulting charges incurred for an event.
Charges will vary depending on the nature and scope of services to be provided for each event. In advance of an
assignment, Northern Trust will provide estimated charges based on data elements provided by the client.
Additional charges may be assessed for more complex events.
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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 equity
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
extent 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 client 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), fund 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.
RELATIONSHIP PRICING
Northern Trust offers relationship pricing to clients who wish to avail themselves of it. There are circumstances
where it is possible that the use of relationship pricing could give rise to client conflict of interest or prohibited
transaction concerns under ERISA. Clients considering the use of relationship pricing are advised to consult with
their ERISA counsel to assure that any such concerns are appropriately addressed.
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 managers of all overdrafts that occur 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 privileges. 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 commingled funds managed by
Northern Trust and its affiliates, except in cases where it is determined that Northern Trust or its affiliate was at fault in
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causing the overdraft. Unless otherwise agreed, overdraft charges will be determined on a daily basis and assessed
monthly against client accounts.
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 identified 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 vendor charges, fees for external legal and tax advice, and legal
document processing fees.
• Other security-relates charges passed through by depositories.
• All charges and expenses that are passed through to clients are dictated by markets or other third parties and 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 meaningful change in the account structure or services provided.
In such event we will notify you 90 days in advance before such change is scheduled to go into effect; 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.
Signed: __________________________________________ ................... Date: ________________________
CLIENT
Signed: ___________________________________________ ................. Date: ________________________
NORTHERN TRUST
10/14/2019