N O R T H E R N T R U S T

Don Anderson, Vice President dsa3@ntrs.com (312) 444-5386

Fresno County Employees’ Retirement Association

Northern Trust Global Securities Lending

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Background of the Lending Process It promotes market efficiency and liquidity

Integral component of developed securities market for both domestic and international investors

Allows price discovery and the arbitrage of pricing inefficiencies

Supports the development of the capital markets by facilitating various investment strategies

Important part of risk management

Used for fail coverage to ensure smooth settlement cycles

Who lends securities and why?

Long-Term, Institutional Investors

An investment tool to enhance portfolio returns

To offset or eliminate costs of custody and administration

Does not interfere with portfolio strategy – investment manager should continue regardless of securities lending

Who borrows securities and why?

Investment banks (Prime Brokers), investment funds, prop traders, market makers and other intermediaries

Hedging

Short sell

Arbitrage strategies

Settlement obligations

Why do borrowers borrow and lenders lend?

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The Life Cycle of a Loan

Client (The beneficial

owner of the securities)

Borrower (The entity to whom the securities are lent, typically a broker/dealer)

Security Availability

Loan Allocations

1. Initiate Loan

2. Negotiate Terms

3. Receive Collateral

4. Move Security

5. Daily Mark to Market

6. Return Security

7. Return Collateral

Master Borrowing Agreement Securities Lending Authorization Agreement

Cash Collateral

Non-Cash Collateral

Northern Trust

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Understanding the Components of Securities Lending Income

Yield on Cash Collateral

Investment

Federal Funds (or benchmark) Rate

Rebate Rate (Positive, above 0%, is paid

to borrower. Negative, below 0%, is paid by borrower)

Reinvestment Spread + Intrinsic Value Spread = Total Securities Lending Spread Total Securities Lending Spread x Loan Volume = Total Gross Securities Lending Income

Reinvestment Spread:

Basis points earned from reinvestment of cash collateral

(Yield on Cash Collateral Investment – Fed Funds Rate)

Total

Securities

Lending

Spread

Intrinsic Value Spread: Basis points earned from lending security to borrower, based on intensity of borrower demand (Fed Funds Rate – Rebate Rate)

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How Revenue is Generated: Cash Collateral Loan

Gross Spread = Lending Spread + Investment Spread

Lending Spread = Fed Funds – Rebate Rate

Investment Spread = Reinvestment Yield – Fed Funds

Example: Northern Trust lends $25 million of US Equity The $25 million market value loan is for 30 days collateralized with cash (fed funds at 0.15%)

1 Receive cash collateral valued at $25,500,000 (102%)

2 Cash collateral invested in a collateral pool at yield of 0.20% $ 4,250.00

3 Rebate paid to borrower at rate of 0.05% $ (1,062.50)

4 Gross Revenue (gross spread 15 bps) $ 3,187.50

6 Net client earnings $ 2,231.25

5 Monthly lender’s fee (@ 30%) $ 956.25

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How Revenue is Generated: Non Cash Collateral Loan

Example: Northern Trust lends $25 million of US Equity The $25 million market value loan is for 30 days collateralized by US Treasuries

1 Receive non-cash collateral valued at $25,500,000 (102%)

2 Fee charged to borrower on the value of the loan (10 bps) $2,083

3 Gross revenue (gross spread 10 bps) credited to client monthly $2,083

4 Monthly lender’s fee (@ 30%) $625

5 Net client earnings $1,458

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Routes to Market

Fully customized solution to lend a single holding, often strategic in nature, to a borrower(s) where the intrinsic value is extremely high

Loan(s) will be segregated from custom or exclusive lending program to provide full customization

Acceptable collateral and margin are based on the client’s requirements

Single stock trading revenue in dollar terms or basis points is known upfront before trading commences

Securities are loaned and priced based on the level of borrower demand

Loans are made to an array of client approved borrowers

Collateral can be a mixture of cash and non-cash based upon client requirements

Loans are not specific to any one borrower and are allocated to clients based on a ‘loan allocation’ algorithm

Custom Program

Provides potential for enhanced revenue

Single borrower gains ‘exclusive’ access to portfolio for specified time

A fee is paid for this exclusive access and is based on the market value available to lend, regardless of how much is actually borrowed

Terms are governed by an addendum to the borrower agreement

Can be renegotiated if there is a material change to the portfolio

Exclusive Arrangements Single Stock Lending

Many factors need to be considered including diversification, turnover, size, tax rate, collateral, ‘special’ activity and demand before determining whether revenue maximization will be through custom, exclusive, or single stock lending

Exclusives and single stock trading are often sought because of the guaranteed income flow but need to be carefully timed with other market offerings

Considerations

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Options Available to Meet Various Risk and Return Objectives

Collateral options tailored to risk level Cash: pooled or separately managed

Principal preservation, liquidity management, competitive yield Managed by Northern Trust Asset Management

Non-cash: held in a separate account Examples include: US Treasuries and Agencies

Limits to ensure a focus on intrinsic value lending Restricting the total amount that can be lent across the entire fund Asset class, country limits, seasonal restrictions, minimum return parameters Borrower-specific caps or restricting certain borrowers from your program

entirely Limits based on the maximum daily traded amount

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Managing Risk

Risk Definition Mitigating Factors

Borrower Risk Borrower default combined with insufficient collateral

Rigorous credit committee review of borrowers and exposure limits

Daily marking of loans/collateral

Borrower default indemnification

Risk analysis tools (MSCI Barra) to measure and calibrate exposure

Trade Settlement Risk

Investment manager sells loaned security and borrower fails to return in time to settle the trade

Timely trade notification

Robust automated reallocations

Trade settlement protection

Additional Risks with Taking Cash as Collateral

Cash Collateral Reinvestment Risk

Cash collateral investment becomes impaired or decreases in value

Client approved investment guidelines

Robust independent oversight of cash pools and investments

Dedicated team of fixed income research analysts

Daily automated monitoring of portfolio guidelines and compliance

Interest Rate Risk Loan rebate rate exceeds earnings on cash collateral investments

Close daily communication between lending and cash management teams

Shared risk between Northern Trust and client

Weekly “gap analysis” and periodic stress testing of portfolio

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Borrower Risk Management

We employ a dynamic, ongoing risk and exposure management process for our borrowers

Credit analysts review market commentary and data to analyse financial stability

Provides oversight while maintaining a responsive capability to take actions as needed

Monitors borrower exposures derived from a Value at Risk (VaR) approach using each borrower's loan and collateral positions

Supplements traditional credit analysis by providing insight into risk from borrowers' Securities Lending activity

Securities Lending group presents on each borrower to Counterparty Risk Management Committee

Review financial performance of our 10 largest parent-level borrowers based on their latest quarterly results, and all borrowers capitalization, public rating of the parent and compliance with our three concentration tests

Present a comprehensive analysis on borrowers and credit limits to the Credit Policy

Wide-scale analysis includes review of financial statements, VaR, capital calculations, rating agency analysis, and regulatory compliance

Quarterly review

Annual review

Collateralized Product Risk Committee

Daily review

Our borrower selection follows stringent approval procedures and financial viability standards Overall Credit Risk - Established framework to size borrower credit limits to

reduce concentration risk via three tests: Credit exposure relative to the borrower’s capital, size of our exposure to the borrower relative to other market participants, and size of our exposure to the borrower relative to Northern Trust’s total lending program

Ratings The majority of our borrowers will have a long-term individual or parent-level credit rating of A- or better and a short-term rating of A-1 or better from at least one NRSRO.

Financial responsibility and compliance - Each borrower and parent borrower must provide audited financial statements, be financially sound and in compliance with regulatory capital requirements

Parent Organization - We also focus on the condition and creditworthiness of the borrower’s parent organization

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Emphasis on customization, automation and transparency

Borrower Network 53 approved parent borrowers 24-hour trading in 52 worldwide markets Top 10 borrowers represent 75% of loan volume Goldman Sachs, Morgan Stanley, Citigroup, JP Morgan Chase, Bank of America, Credit Suisse

Group, Barclays PLC, The Royal Bank of Scotland, Deutsche Bank, Societe Generale.

Collateral Structure $128 billion in collateral ($90 billion cash, $37 billion non-cash). Approximately 61% of cash is held

in commingled pools, 39% is in separately managed accounts Cash managed by Northern Trust Asset Management ($255.1 billion in total AUM for Short

Duration Fixed Income)

Global Team 188 Securities Lending partners in Chicago, London, Toronto, Hong Kong and Bangalore Managers average approximately 20 years industry experience Experts are actively engaged in global industry groups (i.e. RMA, ISLA, PASLA and CASLA)

Lendable Base $897 billion lendable securities for 370 clients $121 billion loans outstanding Diverse, global client base spanning 27 countries

Program Philosophy & Overview August 31, 2014

Philosophy Capital markets activity designed to enhance the return of an overall investment program Extract intrinsic value from each loan Customized collateral selection and participation to match individual risk tolerance Does not interfere with investment strategy

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Demand from the Borrower Community Equity Markets

Loan balances continued to climb throughout the second quarter supported by rising equity prices and higher volumes associated with European yield enhancement trading activity.

As equity prices rose, hedge funds closed out losing short positions, resulting in lower on loan balances and narrower intrinsic spreads on certain hard to borrow securities, though strong pockets of borrower demand remain.

European dividend season was in full swing during the second quarter with pricing levels generally lower on a year-over-year basis. Contributing factors included lower dividend yields in some markets as well as borrower balance sheet constraints impacting demand.

Fixed Income Markets

U.S. Treasury yields remained subdued despite signs of potential interest rate hikes in the coming year.

The global regulatory environment continues to pressure borrowers to reduce their balance sheets, impacting demand for lower intrinsic value securities (i.e. US Treasuries).

Demand for high grade sovereign debt (especially vs. alternative collateral) remains high as industry regulation requires borrowers to pledge high grade collateral versus other financial transactions.

Market Drivers As equity prices continued to climb, market volatility dropped to levels not

seen since before the financial crisis, nearly 50% below historic averages. With equity markets pushing toward record territory, some investors added

to their long holdings of equities, contributing to an increase in short hedges and borrower demand.

General Recent Observations and Trends

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Collateral Reinvestment: Current Observations & Trends

Central Bank activity taking center stage – although different paths are emerging: The European Central Bank (ECB) lowered its deposit rate to -10 basis points. This marks a first for a major economy to

have negative rates. Europe is facing deflationary pressures which should lead to an accommodative central bank for some time to come.

The US Federal Reserve (Fed) is expected to end its bond buying (quantitative easing) program at their October meeting. Market expectations are for a rate increase in mid to late 2015.

The Bank of England (BOE) is closest to raising its short-term policy rates in response to a strengthening economy and quicker-than-expected reduction in unemployment. A rate hike is expected as early as the end of 2014.

Supply dynamics in the short-term markets continue to exert downward pressure on yields:

The U.S. Securities and Exchange Commission (SEC) approved reforms for money market mutual funds. Although

implementation is not immediate, wider credit spreads are possible in the future due to greater demand for government securities and less demand for credit products.

The Fed’s fixed rate full allotment repurchase agreement facility continues to provide a critical supply of repurchase

agreement collateral to money market funds. The facility has helped offset some of the reduction in short-term investments caused by shrinking broker/dealer balance sheets.

The prospect of higher rates has not made it’s way to the short-term markets. The technical factors of supply and demand are outweighing the fundamentals pointing to higher rates.

Current portfolio positioning:

Neutral portfolio duration to minimize the impact of future rising rates.

Strong overnight liquidity positions focused on repurchase agreements and time deposits of well-capitalized financial

institutions.

Longer-dated trades of floating-rate instruments are preferred over fixed-rate offerings.

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Brief Overview of Key US Regulatory Developments Northern Trust is tracking global regulatory developments that may impact securities lending and is actively engaged with various federal agencies on these regulations either directly or through industry groups.

Regulatory Development Anticipated Impacts Next Steps Dodd-Frank

Volcker Rule - 619 · The final regulation does not exclude securities lending cash collateral pools from the scope of the Volcker Rule and therefore may curtail agent lenders’ sponsorship of unregistered cash collateral pools.

Final Rules issued December 2013; Conformance deadline July 2015

· Lending agents may consider alternative strategies/structures for cash collateral reinvestment.

Counterparty Concentration Limits – 165(e) · Limits a bank’s combined credit exposure to a single counterparty to no more than 25% of the bank’s capital.

Awaiting final rules.

· Credit exposure calculations include indemnified securities lending transactions; agent lenders may face constraints on providing indemnification and accepting sovereign debt as collateral.

Securities Lending Transparency – 984 · Requires SEC to increase transparency in securities lending. Awaiting proposed rules (overdue since mid-2012); no clear timeframe for rules to be issued · SEC expected to develop regulations that align with proposals from the Financial Stability

Board’s Workstream on Securities Lending and Repo.

Money Market Reform · SEC adopted rules for “prime” money market funds that involve requirements such as floating NAV. Additional restrictions, such as redemption gates and liquidity fees will be at the discretion of the fund board.

Final rules approved July 23, 2014, with 2 year compliance period.

· Funds having over 99.5% invested in government securities are exempt from these new requirements.

Basel III Capital · Increased capital requirements will make it more costly for agent lenders to provide

indemnification.

Final US rules released in July 2013; effective January 2015

Large Exposures · Similar in concept to Counterparty Concentration Limits; restricts a bank’s combined credit exposure to a single counterparty to a portion of the bank’s capital.

Final Basel III standard released April 15, 2014, but treatment of securities lending exposures remains open; awaiting final rules.

Leverage Ratio · Indemnified securities lending activity to be captured in Basel III leverage ratio. · Exposure for securities lending to be measured generally by current exposure, which should be negligible given securities lending positions are over-collateralized. · Additional leverage ratio impact for any guarantees or exposures beyond replacement securities in US Agency proposal.

Basel III standards finalized Jan 2014. US Agencies issued Notice of Proposed Rulemaking on April 8, 2014.

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Changes to Cash Collateral Management

Northern Trust’s securities lending cash collateral pools are considered “covered funds” under section 619 of the Dodd-Frank Act, also known as the Volcker Rule. Current securities lending pools rely on exemptions 3(c)(1) and 3(c)(7) of the US Investment company act of 1940

Regulatory changes under Volcker Rule identify 3(c)(1) and 3(c)(7) pools as “covered funds”

The Volcker Rule will take effect in July 2015

Northern Trust will be closing our existing securities lending cash collateral pools. All clients investing cash in the collateral pools will need to select a different cash collateral investment vehicle

New and existing collateral options will be available for clients. SL Core STIF, new collective fund

NILAP, a 2a7 Money Market Mutual Fund

Separately Managed Account

On September 22, 2014, we provided important information and documentation related to the options available for securities lending cash collateral investment.

Clients will need to review the options and provide us with their selection by January 23, 2014.

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Northern Trust offers clients pooled and separately managed account options.

Collateral Options

SL Core Collective STIF:

A pooled short-term investment fund (“STIF”) for fiduciary assets that aims to maintain a constant dollar value.

Maintain a dollar-weighted average portfolio maturity (as measured to shorter or maturity or reset) of 60 days or less, a dollar-weighted average portfolio life (as measured to maturity) of 120 days and hold the fund’s assets until maturity under usual circumstances.

Investments are restricted to Tier 1 short-term ratings, and AA- or higher long-term ratings. Repurchase agreement collateral may include US Treasuries, as well as other collateral such as

corporate bonds and equities. Northern Trust elects to follow the rules set by the Office of the Comptroller of the Currency (“OCC”) for

STIFs. Though similar, the rules for this type of STIF varies from those for SEC regulated money market funds.

NILAP:

SEC registered 2a-7 money market fund. Investment maturities have to be 13 months or less (except for certain U.S. Government securities). Investments must have a Tier 1 short-term rating of A- or better long-term rating by rating agencies. Repurchase Agreements are generally restricted to U.S. Treasury and Agency repo collateral. Weighted average maturity, as measured to the shorter of interest reset or maturity, may not exceed 60

days; weighted average life as measured to maturity may not exceed 120 days.

Separately Managed Account:

We will work with clients meeting certain criteria to develop their own investment guidelines to create a customized investment solution for managing securities lending collateral.

Non-Cash Collateral:

Northern Trust also offers non-cash collateral only options, or provides clients with the ability to accept both cash and non-cash collateral with the non-cash collateral held in a separate account.

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Investment Profile: Core USA Cash Collateral Fund September 30, 2014

* Based upon traded basis from holdings reports NOTE: This information was created using the best unaudited data available to us and may not be completely reliable, accurate, or timely. Data is prepared on a settled basis, which may differ from traded basis data on the Cash Collateral Holdings report. “Traded Basis” reflects pending trades.

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Earnings Scorecard 12 Months Ended 09/30/14

* Additional Cash Distribution in April 2014: $284,966

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Monthly Earnings

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Performance Scorecard: Top Ten Earning Securities

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Transparency and Information Delivery

Monthly reporting Performance scorecard:

Account earnings and performance

Security level detail

Client by asset type and account earnings

Date range comparison

Historical statistics graph

Earnings statement - summary and detail

Daily reporting Securities loaned – detail

Borrower utilization – summary by borrower

Account utilization – loan detail, summary by account

Collateral – by security type, country and detail holdings

Executive Summary

Flexible, electronic reporting: Northern Trust provides you with customized reports to help monitor your Securities Lending activity

Helping to keep you informed about your Securities Lending performance.

Securities Lending Data Block on Passport®

Facilitates the online distribution of vital, tailored information on each client’s portfolio holdings, characteristics, investment performance and commentary

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Fully committed to Securities Lending

Capitalize on Northern Trust’s Asset Servicing and Asset Management strengths

Stable and experienced team dedicated to Securities Lending

Northern Trust Global

Securities Lending

Northern Trust provides managed risk and proven performance supported by committed professionals.

Why Northern Trust

Exceptional Capital

Strength A Core

Business

Unique Global

Integration

Proven Performance

Results

Unrivaled Client Focus

Sustained financial strength and stability

Important to work with a stable and disciplined agent

Indemnification only as strong as provider

Market expertise provided by a single global team of professionals

Technology efficiency achieved through a single, global proprietary trading platform

Competitive advantage gained via distinctive global infrastructure

33-year track record of innovative solutions supported by robust risk management

Focused on optimizing the intrinsic value of client assets

Consistently exceeds industry benchmarks

In top 2 in trade value for Fixed Income and Equities for Autoborrow

Dedicated relationship staff demonstrating corporate culture of exceptional client service

Anticipate client needs and proactively customize solutions

Relationship focused, not transaction oriented

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Disclosures

Please note that the reports have been created using the best available preliminary data. Please also note that the information contained in the reports is preliminary (and therefore may not be completely reliable) and it is provided to you for your own internal informative purposes only. Reports may also contain information provided by third parties, derived by third parties or derived from third party data and/or data that may have been categorized or otherwise reported based upon client direction - Northern Trust assumes no responsibility for the accuracy, timeliness or completeness of any such information. If you have questions regarding third party data or direction as it relates to any reports, please contact your Northern Trust relationship team. Evaluations are based on the asset allocation, actual historical spread and on-loan figures provided to Northern Trust. Consequently, as changes in these factors occur and as trading patterns of the portfolio managers’ shift, actual earnings generated in Securities Lending may be impacted. CONFIDENTIALITY NOTICE: This communication is confidential, may be privileged and is meant only for the intended recipient. If you are not the intended recipient, please notify the sender ASAP and delete this message from your system. IRS CIRCULAR 230 NOTICE: To the extent that this message or any attachment concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. For more information about this notice, see http://www.northerntrust.com/circular230.