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HomeMy WebLinkAboutMINUTES - 10012013 - D.1RECOMMENDATION(S): SELECT ICMA-RC as the County's Deferred Compensation Plan provider; DIRECT the Human Resources Director to negotiate an agreement with ICMA - RC for plan investment and administrative services for the Internal Revenue Code Section 457 Deferred Compensation Plan, for the period of February 1, 2014 through January 31, 2017, with the option to renew for two additional years; ACKNOWLEDGE that per discussions with ICMA-RC and MassMutual in September 2014, the recommended effective date of the transfer of funds and recordkeeping is February 1, 2014; this allows both vendors 120 days to change record-keeping platforms and finalize investment options; and DIRECT the Human Resources Director to extend the contract with MassMutual with current terms for an additional 30 days, if necessary. FISCAL IMPACT: This program is funded by fees charged to employee participants. There is no fiscal impact beyond over-head administrative support costs. BACKGROUND: At their meeting on March 19, 2013, the Board of Supervisors requested additional information regarding the Deferred Compensation Advisory Committee’s recommendation for Deferred Compensation Plan administration and record keeping. On April 9, the Board of Supervisors was provided with additional information regarding the first and third placed provider finalists (ICMA-RC and MassMutual respectively) and a confirmed recommendation of ICMA-RC. During the Board meeting, MassMutual offered an alternative bid and offered to extend the contract that had been with the Hartford to the end of the calendar year. The Board directed the Advisory Committee to follow up APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 10/01/2013 APPROVED AS RECOMMENDED OTHER Clerks Notes:See Minutes Text VOTE OF SUPERVISORS NO:John Gioia, District I Supervisor Candace Andersen, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor ABSENT:Federal D. Glover, District V Supervisor Contact: Christine Penkala, Benefits Manager (925) 335-1747 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: October 1, 2013 David Twa, County Administrator and Clerk of the Board of Supervisors By: Chris Heck, Deputy cc: D.1 To:Board of Supervisors From:David Twa, County Administrator Date:October 1, 2013 Contra Costa County Subject:Intent to Select ICMA-RC as the County's Deferred Compensation Plan Provider with both Mass Mutual and ICMA-RC to provide a last-best-final proposal and a recommendation. The purpose of this report is to provide that additional information and to recommend that the County select ICMA-RC as the County's Deferred Compensation Plan provider. The Deferred Compensation Advisory Committee (Committee) is comprised of three unrepresented Management Employees and three represented employees. The current committee includes: BACKGROUND: (CONT'D) Lisa Driscoll, County Finance Director/County Administrator’s Office Bob Campbell, Auditor Controller Marilyn Leedom, CCCERA Executive Officer Brian Hast, Deputy District Attorney/Deputy District Attorneys’ Association Ward Smedt, Patient Financial Services Specialist/AFSCME Local 2700 Robert Tevrucht, Systems Analyst/ AFSCME Local 512 Contra Costa County has contracted with The Hartford to provide administrative services for the Deferred Compensation Plan since 1985. The current contract between Contra Costa County and The Hartford was to expire on June 30, 2013. On March 21, 2012, The Hartford advised Contra Costa County of their intent to divest their retirement services, with an anticipated decision date of 12-18 months forward. On September 4, 2012, MassMutual Life Insurance Company announced their intent to purchase The Hartford Retirement Plans Group (RPG) of The Hartford Life Insurance Company. The acquisition was completed on January 1, 2013. Effective October 1, 2012, Contra Costa County engaged Buck Consultants to work with the Committee to develop, distribute and evaluate a limited scope Request for Proposal (RFP) for 457(b) Plan Administration Services. On April 9, 2013, the Board of Supervisors directed the Human Resources Director to extend the Contract with The Hartford/MassMutual for the period of July 1, 2013 through December 31, 2013. On October 9, 2012, the Committee requested that The Hartford prepare two extensions to the current contract: The first was a 3-year extension. If this extension was acceptable, the Committee was prepared to recommend to the County Administrator that the County consider retaining the services of The Hartford through their transition to Mas Mutual, work with MassMutual for the term of the contract and consider an RFP process at a later date. MassMutual would be a new vendor. Extending the contract for a 3-year period, while including ‘60-day notice to terminate provision’, would provide time to evaluate the services of the new vendor while ensuring that the County could terminate the contract at any time with a 60-day notice. The second was a 6-month extension. If this extension was acceptable, the Committee was prepared to recommend this extension to the County Administrator to allow additional time for the County to work through the RFP process. The Committee was also prepared to recommend to the County Administrator an “open-to-all-bidders” RFP, as this extension would have provided the time necessary to do so. On December 5, 2012, the Committee reviewed and did not recommend the following proposals from The Hartford and committed to proceed with the limited scope RFP Process : Extension for the period of 7/1/13 – 6/30/16, as proposed by The Hartford: General Account Floor Interest Rate/Minimum Guarantee: 7/1/13 – 6/30/14 3.0% 7/1/14 – 6/30/15 2.0% 7/1/15 – 7/1/16 1.0% Persistency credit not included. Rates would be reduced to approximately 2.84%, 1.84% and .84% if persistency credit is included. (Based on previous and current persistency credit adj.) Guaranteed minimum: 1% for contract term and for 12 month put period. Discontinuance Provision: 12 month put period with 1.00% minimum guarantee rate relative to assets in the General Account. [A persistency credit is funded from fees received by the Plan Administrator (currently The Hartford) associated with investments currently offered within the Plan. This credit is paid for by plan participants from fees charged to plan participants in other ways such as implicit revenue sharing contained in mutual funds or a reduced general account guarantee rate. A 12-month put is a12-month notice that retirement plan sponsors must typically give to a pooled fund if they want to exit the fund and no longer offer it to their plan participants. In the case of a segregated account stable value fund built for a specific sponsor, the fund is wound down over a period of time that matches the duration of its underlying investment portfolio.] Reason for Determination to not recommend this proposal: The current contract with The Hartford includes a fixed rate of 4.25% reduced to 4.09% for the persistency credit. A fixed rate of 3% decreasing to 1% over 3 years (not including a persistency credit) is not a substantial benefit over the risks in a fixed account vs. stable value account. The new 12-month put on transferring fixed account funds any time after 7/1/13 was not acceptable, yet the Committee was told this could not be avoided nor negotiated for any contract going forward. Asset based fees were estimated at 25 basis points as calculated by Buck Consultants. Estimated fees of $624,290. [A basis point (bp) is equal to one hundredth of a percent. For example 25 basis points equals 0.25%.] Extension for the period of 7/1/13 – 12/31/13, as proposed by The Hartford: General Account Floor Interest Rate/Minimum Guarantee: 7/1/13 – 12/31/13 3.0% Persistency credit not included. Per The Hartford, not practical under a 6-month extension. Guaranteed minimum: 1% for contract term and for 12 month put period. Discontinuance Provision: 12 month put period with 1.00% minimum guarantee rate relative to assets in the General Account. Reason for Determination to not recommend this proposal: The current contract with The Hartford includes a fixed rate of 4.25% reduced to 4.09% for the persistency credit. A fixed rate of 3% (not including a persistency credit) is not a substantial benefit over the risks in a fixed account vs. stable value account. The persistency credit is not available on a 6-month contract. The new 12-month put on transferring fixed account funds any time after 7/1/13 was not acceptable, yet the Committee was told this could not be avoided nor negotiated for any contract going forward Asset based fees were estimated at 25 basis points as calculated by Buck Consultants. Estimated fees of $624,290 Request for Proposal (RFP) Timeline: • October 9, 2012 - Committee began working with Buck Consultant to develop an RFP that could be used for either a limited or open-to-all bidders’ process. • December 5, 2012 – After voting to not recommend the extension proposals from The Hartford, the Committee determined to go forth with a limited RFP process. • December 17, 2012 - Committee finalized and approved the RFP for distribution. • December 21, 2012 – RFP Distributed. • January 4, 2013 – Last day for requests from RFP recipients • January 11, 2013 – Response to all RFP recipients • January 22, 2013 – Last day to respond to RFP • February 8, 2012 – Evaluation of Proposals by Committee • February 14, 2012 – Received Responses to Committee Questions • February 15, 2013 – Finalists Selected and sent additional questions • February 25, 2013 – Last day to respond to follow-up questions • February 28, 2013 – Finalist Interviews The RFP Process: Prospective bidders were asked to respond to a 101-item questionnaire and to provide a number of supporting exhibits covering their experience, capabilities, service and pricing. The following five organizations responded to the RFP: MassMutual Financial Group; Great-West Financial Group; ICMA-RC; ING; and Prudential (Vanguard & MetLife inquired about the RFP but did not submit proposals). The proposals were initially reviewed by Buck Consultants, who presented their findings to the Committee on February 8, 2013. Buck Consultants recommended removing ING from consideration due to high fees contained in their proposal submission. The Committee concurred and continued the evaluation process of the four remaining vendors. On February 15, 2013, the Committee selected three finalists: ICMA-RC; Prudential; and MassMutual. Buck Consultants advised the three finalists of their status, requested additional information based on the Committee’s remaining questions, and, scheduled interviews for February 28, 2013. Interview Process : On February 28, 2013, the County’s interview panel included four members (two from management and two from labor) of the Committee and the Buck Consultant. Additionally, the Manager, Supervisor and Human Resources Consultant in the Employee Benefits Unit of the Human Resources Department participated in the interview process. Panel members were asked to score each company based on: investment options, participant communication and education, recordkeeping and administrative services, organizational capabilities and stability, fees, and ability to transition services effective July 1, 2013. Based on the direction of the Board of Supervisors, The Committee met with ICMA-RC and Mass Mutual on September 5, 2013 to finalize their proposals. ICMA-RC focused their presentation on confirming the fees and pricing as presented to the Committee in the February, 2013. Additionally, ICMA-RC stressed the need to communicate with and educate our participants. ICMA-RC has provided information that indicates that the percentage of participants and average deferral per participant for Contra Costa County is much lower than many other public sector entities in California. To that end, ICMA-RC agreed to placing at risk $94,500 of the administrative fees during the next five years. ICMA-RC is committed to educating our employees to increase participation, and to educate our participants to increase contribution amounts and retirement income. MassMutual spoke to a number of items that had been previously presented to Board of Supervisors in individual meetings, but, that had never been presented to the Committee. Additionally, MassMutual presented another proposal matching the administrative fees presented by ICMA-RC in February. Investment Options: All proposals received confirmed the ability to maintain most of the current investment options. The Artisan mid-cap fund is closed to future participants and will be reviewed by the Committee to determine an alternate mid-cap fund. MassMutual uses State Street for the Self Directed Brokerage Account and ICMA-RC uses TD Ameritrade. With ICMA-RC, the Vantage Trust PLUS Fund is the recommended stable value fund. With MassMutual, the general account would remain, but, at a lower guaranteed rate. It is important to note, that a decision on whether to include a stable value or general account is not necessary at this time. Please refer to “Next Steps in the Process’ for additional information. Prudential’s proposal had fewer of the existing investment options available; however, the same investment classes were available. In September 2013, Buck Consultants completed the requested evaluation of General Account and Stable Value investment products for consideration for inclusion in the Contra Costa County Deferred Compensation Plan. The report is attached. In part, their recommendation states: “We believe the most conservative option among all stable value and general account products presented in this report would be the ICMA-RC PLUS commingled stable value fund. This investment would be easier to liquidate or “undo” because of the 12-month put contract feature. If the County were to pursue a capital preservation vehicle earning a higher rate of return, we would prefer the PIMCO separate account stable value fund relative to the MassMutual general account product (and other products described in this report). We would prefer the PIMCO product relative to any general account because assets would be segregated in a separate account that would be owned by the County’s plan, and assets would not be commingled with an insurer’s other assets. However, the PIMCO separate account (and nearly all other separate stable value funds) would not have a book value settlement option and would be more difficult for the County to oversee and administer than a commingled stable value fund.” During the meeting with MassMutual on September 5, 2013, Mass Mutual advised that the Deferred Compensation Plan can retain Schwab for the Self-directed Brokerage Account. Participant Communication & Education: All proposals received confirmed the ability to educate the participants and respond to participant needs. ICMA-RC’s Communication and education clearly reflects the needs of the public sector employee/retiree. ICMA-RC’s first year education curriculum focuses on both active and retired participants of all ages. Their “transition website” is focused on keeping participants involved throughout the transition. Their communication pieces also focused on the demographics of the participants. ICMA-RC’s communication and education presentation and materials was rated the highest by all Committee members. As of September 5, 2013, ICMA-RC reinforced their commitment to communicating with and educating participants, by their proposing service guarantees to meet the goals as determined by the Committee and ICMA-RC. Recordkeeping and administrative services: All proposals received confirmed the ability to effectively record keep and administer the provisions of the County’s Deferred Compensation Plan. The Committee was particularly impressed by the robust record keeping system of ICMA-RC. The ease of access for participants and the ability to store historical information provided by the participants will be of great value to the participants. From the County’s perspective, ICMA-RC’s legal department focuses on ensuring that the ICMA-RC systems and the County’s Plan are always in compliance with the changing Internal Revenue Code provisions. Additionally, the provisions of the County’s Deferred Compensation Plan are built into the recordkeeping system so that participants always have the latest data/information available. The ICMA-RC site also provides customized electronic access to plan data to help the County with their fiduciary responsibilities. Organization Capabilities & Stability: All proposals received confirmed the financial stability of the organizations. MassMutual began full service recordkeeping and administrative services for defined contribution plans in 1973. MassMutual currently has 2,306 full services (investment and recordkeeping) clients with assets of $12.7 billion. ICMA-RC was created by the public sector for the public sector in 1972 and administered the first nationally available §457 in 1972, as well. ICMA-RC currently has 6,934 full service public sector clients with assets of $31.1 billion. Fees: Based on the original proposals received, assuming no changes to the investment structure and using the March 28, 2013 Plan Balance, the following table depicts each of the proposers quoted basis points and calculated total fees: Based on the original proposals received, assuming the use of the vendor’s proprietary stable value or general account, and using the March 28, 2013 Plan Balance: After the initial evaluation, ING was removed from further consideration due to their fees. The four remaining proposers were asked to re-evaluate their fees. Subsequently, Great West was removed from further consideration due to required additional managed account service with additional fees paid by participants. While participants due to required additional managed account service with additional fees paid by participants. While participants could chose not to elect to use the additional managed account service, there was concern that vendor representatives would encourage participants to use the feature which contained higher fees. MassMutual was included in the final review group as a professional courtesy due to their relationship to our previous provided, The Hartford. Based on the revised proposals received, assuming no changes to the investment structure and using the March 28, 2013 Plan Balance: Based on the revised proposals received, assuming the use of the vendor’s proprietary stable value or general account, and using the March 28, 2013 Plan Balance: Based on the revised proposal received from MassMutual on September 5, 2013, MassMutual has reduced their fees to meet the ICMA-RC fees presented above. Ability to Transition Plan by July 1, 2013: All proposals received confirmed the ability to transition to the new administrator/record keeper by July 1, 2013. Based on Board of Supervisors direction, transition did not occur on July 1, 2013. MassMutual has indicated that a transition from The Hartford recordkeeping services and platform to MassMutual recordkeeping services and platform can be accomplished by February 1, 2014. ICMA-RC has also committed to accomplishing a transition to their recordkeeping services and platform by February 1, 2014. Evaluation Summary : Conclusion: The Committee independently reviewed and rated each company. ICMA-RC consistently earned the highest score outscoring both Prudential and MassMutual in every category. It is the unanimous decision of the Committee to recommend ICMA-RC as the County's Deferred Compensation Plan provider for plan investment and administrative services for the Internal Revenue Code Section 457 Deferred Compensation Plan, for the period of July 1, 2013 through June 30, 2016, with the option to extend the contract for an additional two additional years. The Deferred Compensation Advisory Committee takes their fiduciary responsibility to the Plan Participants very seriously, both in fees and investment options. The quality of plan participant educational services is also considered to be very important. Two items are attached to and made a part of this report: the 457(b) Plan Administration RFP Summary Report prepared by Jonathan R. Slinger, CFA, with Buck Consultants Global Investment Advisors Division, and a Fact Sheet regarding ICMA-RC. After meeting with ICMA-RC and MassMutual on September 5, 2013, and, receiving responses to additional questions, the Deferred Compensation Advisory Committee recommends that Contra Costa County contract with ICMA-RC for the recording keeping and administration of the Contra Costa County Deferred Compensation Plan. This recommendation is based on the following: The existence of a conflict of interest in having the General Account, which is 100% investment in MassMutual, being managed by MassMutual. This is evidenced by attendance at meetings where the Deferred Compensation Plan is presented by MassMutual to new employees and the lack of transparency in the General Account fee accounting. Additionally, as experienced by Corporations such as Enron, to have the majority of retirement dollars invested in a single company investment is in conflict with the fiduciary responsibilities of the Committee. The low participation rate and average participant deferrals when compared to local government entities can be partially attributable to poor investment education and communication. It is evident that our deferred compensation plan administration is lacking in investment education, tools and communication. Fees appear to be a moving target with MassMutual. Their original proposal on fees is more than twice their most current proposal. ICMA-RC has stated that there are no changes to their proposal because they originally quoted the fees necessary to administer this Plan in accordance with their best practices. In their letter to Contra Costa County on September 18, 2013 (copy attached to this report), Buck Consultants stated in part: “After reviewing RFP responses, reviewing answers to follow-up questions submitted at finalist interviews, participating in finalist interviews, conducting reference checks, reviewing answers to additional follow-up questions, and conducting additional vendor meetings, Buck believes with a high level of confidence that ICMA-RC is the best provider of the recordkeeping and administration services sought by the County.” Finally, the Committee appreciates the respect and integrity ICMA-RC has demonstrated throughout the RFP process. ICMA-RC has been the Committee’s recommended vendor since the responses to the RFP were received. ICMA-RC has, throughout this process, worked within the guidelines of the RFP. Next Steps in the Process: If ICMA-RC is selected by the Board of Supervisors; the Deferred Compensation Advisory Committee will work with Buck Consultants Global Investment Advisors and ICMA-RC to review all current investment options and pricing. Upon completion of the review, the Committee will present a summary report and recommendation to the County Finance Committee. This process needs to be completed by mid-May to allow for facilitating communication and educational materials for the plan participants and establishing contracts with fund companies, as needed. After finalizing all contract provisions, investment options and the administrative services agreement, the Committee will return to the Board of Supervisors for their approval and adoption. Based on an effective date of February 1, 2014, the review of investment options need to be determined by mid-October rather than mid-May. CONSEQUENCE OF NEGATIVE ACTION: As of December 31, 2013, the Contra Costa County Deferred Compensation Plan would not have a Plan Administrator. CHILDREN'S IMPACT STATEMENT: None. CLERK'S ADDENDUM The Board voted to authorize Human Resources Department staff to negotiate a new three-year contract with The Board voted to authorize Human Resources Department staff to negotiate a new three-year contract with Mass Mutual, starting January 1, 2014. The contract will include benchmarks for education and recent Mass Mutual concessions that were made after submission of their response to the County's request for proposals, such as a waiver of administration fees, other than the initial set-up fee for loans from deferred compensation accounts. The final contract with Mass Mutual will be presented to the Board for consideration at a later date which will follow negotiation and creation of the draft document. Human Resources Department staff was directed to return to the Board in one year with a report on the status of the deferred compensation program, including a report on education efforts, and statistical information reflecting County employee investment choices. Public Speakers included: from Mass Mutual (Merlin Edwards, William Abramowicz, Bob Gleason), Robert Campbell (Contra Costa County Auditor/Controller), Ken Westerman (Deputy Sheriff's Association), Gwen Downs (retiree), Helen Lai (chose not to speak), Rollie Katz (Public Employees' Union Local One), and from ICMA-RC (Rosh Cousino and Michelle Martin). ATTACHMENTS RFP Analysis 3-28-14 Stable Value & General Acct Comparison 9-18-13 Buck Letter 9-18-13 ICMA-RC Fact Sheet 1200 17th Street, Suite 1200 • Denver, CO 80202 720.359.7700 • 720.359.7701 (fax) September 18, 2013 VIA EMAIL Ms. Christine J. Penkala Manager, Human Resources Department Contra Costa County 651 Pine St. 5th Floor Martinez, CA 94553 Re: Overview of Developments and Additional Information Received in the RFP Process Dear Christine: The purpose of this letter is to provide a brief overview of developments in the request for proposal (“RFP”) process and additional information received from ICMA-RC and Mass Mutual regarding the County’s 457(b) deferred compensation plan (“Plan”). Our “Summary Report” dated March 27, 2013, contains useful and pertinent information, and we suggest that the contents of that report be considered along with this letter. We are also submitting an additional report today that provides a high-level overview of alternative general account and stable value products. We will provide a very brief summary of that report in this letter, as well. Fees The original RFP requested fee quotes from vendors under multiple scenarios. One scenario involved the use of a vendor’s proprietary investment products while another scenario involved a totally “open architecture” framework in which the County would have complete flexibility to select any investment product. This is important because some organizations are good at administering plans, but not at managing assets. In addition, very few investment management firms have a “top tier” or “best -in class” investment product in every asset class or category. Question #89 of the original RFP requested fee quotes under an open-architecture framework. Mass Mutual’s response of 0.25% in administration fees was not competitive relative to the other proposals received, and in Buck’s experience it is not competitive for similarly sized plans. In addition, Mass Mutual’s 0.25% fee quote was connected to a general account rate guarantee schedule, which runs contrary to the “open architecture” premise of the question. In Buck’s view, Mass Mutual’s response was either not responsive to the question, or the fee quote was not competitive with other offers that were received (or both). Mass Mutual subsequently explained that the 0.25% administration fees that would be charged to investors in the non-general account assets would actually serve to produce a higher rate guarantee in the general account. We have two major comments here. First, that proposed fee structure is not consistent with the nature of Question #89 of the RFP. Question #89 was requesting Mass Mutual’s fee quote under a scenario where no Mass Mutual products would be offered within the Plan. The response Mass Mutual gave would have been a more appropriate response to Question #91, and that would have been welcome along with a more responsive answer to Question #89. We believe the County could reasonably deem Mass Mutual’s RFP submission as non- Ms. Christine J. Penkala September 18, 2013 Page 2 responsive (and if Mass Mutual were to argue that the 0.25% fee quote was in fact an open- architecture scenario offer, then it was clearly uncompetitive). In addition, we are very uncomfortable with mechanisms that charge higher fees to one group of participants (non-general account investors) in order to provide a benefit to a different group of participants (general account investors). We believe that administration fees should be priced and evaluated separately from general account guaranteed rates of return. While governments may enact policies that have similar effects via taxation and social programs, we believe that this is fundamentally inappropriate within the context of a tax-qualified deferred compensation or defined contribution plan. Mass Mutual subsequently made a revised fee offer of 0.14% for administration services at their finalist interview, and this was accompanied by a different general account rate guarantee schedule, but the 0.14% fee quote did not require that the general account be included within the Plan. We view this clarification as an appropriate response to question #89. Subsequent to the finalist interview and the revised 0.14% fee quote, Mass Mutual complained to Buck Consultants that it did not receive the opportunity to provide fee quotes on a like-to- like basis as other vendors. This is was not a valid complaint, as Mass Mutual had the opportunity to provide fee quotes under multiple scenarios in response to the original RFP, and the finalist interview provided a second opportunity to clarify pricing. Mass Mutual also attended a public Board of Supervisors meeting during the first half of 2013 where the fee quotes of other RFP respondents were made public. Mass Mutual subsequently submitted additional revised pricing scenarios. The table below depicts Mass Mutual and ICMA-RC fee offers: Original Proposal (January 2013) Finalist Interview (March 2013) Committee Meeting (September 2013) Mass Mutual Administration Fee (Open-Architecture) 0.25% 0.14% 0.11% Mass Mutual Administration Fee (with Proprietary General Account) 0.25% 0.14% - 0.25%, (depending on general account minimum rate guarantee) 0.06% - 0.25% (depending on general account minimum rate guarantee) ICMA-RC Administration Fee (Open-Architecture) 0.122% 0.115% 0.115% ICMA-RC Administration Fee (with Proprietary Stable Value) 0.625% 0.625% 0.625% Ms. Christine J. Penkala September 18, 2013 Page 3 Mass Mutual’s most recent fee offers are competitive with other vendors including ICMA-RC. However, the most competitive offer from Mass Mutual was not received until after other vendor’s fee quotes were made public at a Board of Supervisors meeting. Education and Participant Engagement The finalist interview agenda asked vendors to spend time discussing participant communication materials, education, and the participant website. Our qualitative assessment ranked ICMA-RC higher than Mass Mutual in terms of the quality of participant communication and education materials. In addition, active participants in the County’s plan appear to be deferring, on average, approximately $3,500 per year into the plan, based on information contained in plan administration reports produced by Mass Mutual. We’ve seen many plans administered by other vendors, including ICMA-RC, achieve average deferral rates which are substantially higher, and in many cases more than double the rate we see in the County’s plan. Some of these differences may result from demographic or other differences between the County’s employees and those in other jurisdictions. However, we would like to note that the County has a relatively mature work force with a significant number of employees over age 50, and participants in that age group should be making deferrals into the plan as they prepare for retirement. Regardless of which vendor is selected as the administrator of the Plan, Buck recommends the County leverage its provider to encourage greater levels of deferrals and higher participation rates. As we have mentioned to the County previously, we are concerned with the high percentage of assets invested in the general account option, the large number of participants that invest 100% of their balances in the general account, and reports of Mass Mutual’s on-site representatives encouraging participants -- regardless of age or risk tolerance -- to invest in the general account. Buck and the Committee raised these issues with Mass Mutual at the Deferred Compensation Committee Meeting which occurred in early September. Mass Mutual was receptive to that feedback and made a verbal commitment to address those concerns, and this was encouraging. As of August 31, 2013, there were 1,810 participants solely invested in the general account. That represents over one-quarter of all participants in the plan (6,653 as of July 31, 2013). We also recommend, regardless of who is selected as plan administrator, that the County track the number of participants invested solely in the general account (or stable value) option in total, and by age group, going forward. General Account vs. Stable Value Products Buck Consultants has recommended that the County move away from using a general account product due to the concentration of risk in a single insurer. While State -level regulators oversee insurers to promote stability, and several insurers appear to have strong financial conditions as measured by credit ratings, we believe the consequences of bankruptcy or insolvency could be devastating to the Plan. During periods of financial crisis, Federal regulators have sometimes intervened to promote stability, which was the case during 2008 and 2009 when many financial institutions, including The Hartford, received TARP money. However, Buck does not believe it is prudent to expect government intervention during any future crisis. Our other reports dated March 28, 2013, and September 18, 2013, contain more information on this topic. Ms. Christine J. Penkala September 18, 2013 Page 4 We have submitted a separate report titled “Stable Value and General Account Comparison” which is dated September 18, 2013. We briefly summarize that report here. While we continue to not recommend a general account product, the Mass Mutual general account offer appears to be the “least bad” due to a high guaranteed rate of return and the relatively strong financial condition of Mass Mutual as an organization. In terms of stable value funds, we believe the ICMA -RC PLUS stable value fund is a very attractive choice for several reasons: 1) attractive returns relative to money market funds and many peer stable value products, 2) assets segregated from the asset manager and insurance “wrap” providers, and 3) The “12-month put” contract feature, which provides the County with a way to terminate the investment and receive a book value payment after one year. (The fund would be fully liquid to participant-initiated withdrawals and transfers during the 12-month period.) Most stable value investment products that contain a “12-month put” feature are closed to new plans due to limited capacity in the insurance “wrap” market and a specific aversion to the “12-month put” feature by insurers. We also believe the PIMCO managed separate account solution would be very attractive to the plan given PIMCO’s excellent track record at managing fixed-income portfolios and their deep investment talent. However, with a separate account there would not be a “12-month put” contract feature and there would be the added administrative burden for the County to deal with third-party wrap contract issuers. The RFP process has established that the County will have full open-architecture flexibility to select non-proprietary investment products within the Plan. Please note that it is not necessary to make a decision on the future of the Plan’s current general account investment option at the same time a decision is made on recordkeeping and plan administration services. Persistency Credit We have recommended that the County discontinue the practice of the annual persistency credit. Briefly, the credit is funded by fees collected from participant accounts (either in the form of implicit revenue sharing attached to investment options, or from a reduced general account rate) and then rebated back to participants in the form of a fixed-dollar credit. Please see our report dated March 28, 2013, for more information. Benefits of RFP Process We believe that this RFP process will result in a number of benefits for the County and Plan including:  Lower administration fees  More transparency with respect to the general account (if retained)  More transparency with respect to revenue sharing received from Plan investments o In addition, revenue sharing reimbursements would automatically increase if the Plan’s economics improve  Complete flexibility to select non-proprietary investment options and institutionally-priced mutual fund share classes (open-architecture)  Increased vendor commitments to track and drive plan success metrics such as partic ipation rates and average employee deferrals Ms. Christine J. Penkala September 18, 2013 Page 5  Performance guarantees where the vendor would place fees at risk if specific and measurable actions are not met  Ability to choose new relationship manager or on-site vendor representative if the assigned professional is not satisfactory to the County The Hartford vs. Mass Mutual We have been asked by the County to comment on the differences between The Hartford, the firm that Contra Costa County originally hired to administer the 457(b) Plan, and Mass Mutual who acquired The Hartford’s retirement plan business. In terms of financial stability, the transition to Mass Mutual is clearly an improvement; Mass Mutual has an AA+ credit rating from S&P. We have also seen evidence that Mass Mutual’s plan sponsor and participant websites are more robust. Relative to The Hartford, we expect Mass Mutual to have enhanced capabilities of tracking plan success metrics and sending targeting communications to participants. However, prior to the acquisition of The Hartford, Mass Mutual was not administering a significant number of governmental 457(b) plans, and so Mass Mutual’s ability to communicate with and engage government employees is has not been demonstrated. We are aware of RFP situations in other public jurisdictions in which legacy clients of The Hartford have considered vendor changes, and some of those have included political lobbying, involvement by outside legal counsel, and theatrics at public meetings. We believe Mass Mutual is currently learning the strengths and weaknesses of its newly acquired government retirement plan business. In five years’ time, we fully expect Mass Mutual to bring stronger capabilities to the market in this aren a, but in terms of exactly what that will look like, we honestly do not know. Summary and Recommendations After reviewing RFP responses, reviewing answers to follow-up questions submitted at finalist interviews, participating in finalist interviews, conducting reference checks, reviewing answers to additional follow-up questions, and conducting additional vendor meetings, Buck believes with a high level of confidence that ICMA-RC is the best provider of the recordkeeping and administration services sought by the County. Our second- and third-place ranked vendors would not include Mass Mutual, but rather, they would be other vendors that had been ranked lower than ICMA-RC by Buck during this process. We would like to highlight that Buck Consultants is independent and does not derive any benefit from the County’s decision to select one provider over another. We would also like to note that Staff, the Committee, and the County’s Board of Supervisors are under no obligation to agree with or accept Buck’s recommendations. Regardless of what the County chooses, we firmly believe that this RFP process will deliver tangible benefits to the County and the County’s employees. Sincerely, Jonathan P. Slinger, CFA Senior Consultant Buck Global Investment Advisors 457(b) Plan Administration RFP Summary Report March 28, 2013 Presented by: Jonathan P. Slinger, CFA 1 Table of Contents Table of Contents ............................................................................................ 1 Introduction ..................................................................................................... 2 Review of Process ........................................................................................... 3 Investments .................................................................................................. 4-5 Persistency Credit ........................................................................................... 6 Participant Communication and Education ...................................................... 7 Recordkeeping and Administration .................................................................. 8 Plan Sponsor Service ...................................................................................... 8 Organizational Capabilities and Stability .......................................................... 9 References .................................................................................................... 10 Fees .............................................................................................................. 11 Revenue Sharing ........................................................................................... 12 Conclusion .................................................................................................... 13 2 Introduction Buck Consultants, with assistance from Contra Costa County’s Employee Benefits Services Unit (“Staff”) published a request for proposal (“RFP”) for investment and administration services in connection with the County’s tax-qualified 457(b) deferred compensation plan. Buck views ICMA-RC as having submitted the most attractive proposal for the services covered by the RFP. This report provides a high level overview of the RFP process, additional commentary and analysis, Buck’s recommendations, and comparisons of ICMA-RC with the incumbent vendor, Mass Mutual. 3 Review of Process The evaluation followed a comprehensive and documented process involving multiple steps including:  Buck Consultants drafted an RFP for review by Staff and Committee.  Committee and Staff reviewed the draft RFP and provided input.  The RFP was distributed to seven vendors, five of which ultimately submitted a proposal.  Vendors were given the opportunity to submit written questions to the County. Answers to all of these questions were distributed to the seven vendors that received the RFP.  Five vendors submitted proposals in response to the RFP addressing a lengthy questionnaire and requests to provide multiple attachments with additional information. The following five vendors submitted proposals: ING, Great West, ICMA-RC, Prudential and Mass Mutual.  Buck reviewed proposals and presented a report to the Committee on strengths, weaknesses and other features of the submitted proposals.  ING was removed from consideration after quoting an uncompetitive level of fees.  Three vendors (Great West, ICMA-RC, and Prudential) quoted a lower level of fees than what was initially offered by Mass Mutual.  Vendors were offered the opportunity to provide a lower fee quote prior to finalist selections.  Great West’s revised fee quote contained a requirement that the County offer a fee-based managed account service within the Plan as a condition of the fee quote. Great West was removed from consideration as a result of this requirement (question #64.b of the RFP addressed this topic and Great West’s original response was either ambiguous or not responsive).  At this stage Buck recommended inviting ICMA-RC and Prudential for finalist interviews based on the quality of their proposals and the level of fees. The County also decided to extend an interview invitation to Mass Mutual.  ICMA-RC, Prudential and Mass Mutual were all asked to provide written answers to follow-up questions in advance of finalist interviews with the Committee.  Buck conducted reference checks.  ICMA-RC, Prudential and Mass Mutual each gave separate 90 minute finalist interviews and answered committee questions.  Committee members individually scored the prospective vendors based on original proposals, Buck’s reports to the Committee, answers to follow-up questions provided by vendors, and finalist presentations. 4 Investments The County’s Plan currently offers a number of funds managed by The Hartford as well as other managers, and all proposers were asked to confirm whether they could offer the County’s current menu of investments. In addition, proposers were also asked to provide the County with complete flexibility to select non- proprietary investment options; this arrangement is often described with the phrase “open architecture.” The clear advantage of an open-architecture approach is that it allows a plan sponsor to select funds from different investment managers and combine them into an investment menu that offers a high quality investment option in every category and asset class. This is important because investment management firms generally do not have a “top-tier” product offering in every category. Given the size of the County’s plan, multiple vendors offered this flexibility. Proposers were also asked to provide spreadsheets listing the total number of mutual funds and share classes available on their recordkeeping platform. Lists provided by the finalists ranged from 3,500 to over 10,000 entries (although some are duplicates due to multiple share classes of the same fund being listed). In addition, finalists indicated that they add mutual funds to their recordkeeping platform when requested to do so by clients. As a result of this RFP process, the County will have substantial flexibility in terms of structuring an investment menu for participants regardless of which vendor is selected. By achieving open-architecture flexibility, the selection of an investment menu becomes separate from the County’s selection of a third- party administrator. 5 Investments: General Account vs. Stable Value The County’s plan currently offers a general account product which is very popular among participants. Over 4,500 participants currently invest at least a portion of their assets in the product, amounting to roughly half of the total plan assets. Over 1,500 plan participants use the general account as their only investment option. The general account product has historically provided returns which are greater than money market funds and traditional stable value funds. However, in spite of the popularity and attractive returns offered by the product, there are important considerations the County should evaluate. Specifically, there is a concentration of risk in the general account product associated with Mass Mutual. In a general account product, your plan’s assets are commingled with Mass Mutual’s other assets. If Mass Mutual were to experience bankruptcy, investors in the general account product may lose a substantial percentag e of their savings because those assets are not segregated. In Buck’s view, money market funds and traditional stable value products have a more appropriate risk profile for an investment option that is intended to be conservative. While the likelihood of a Mass Mutual bankruptcy may be small, the consequences of such an event could be devastating. Buck does not recommend offering a general account investment option in your plan even with the higher potential returns offered by those products. Mass Mutual’s general account offer consists of an initial guaranteed minimum rate of return of 3.75%. The minimum guarantee would drop by 0.50% per year and would ultimately be 1.00% after five years. The ultimate 1.00% guarantee is higher than returns currently available on money market funds, but lower than current returns offered by many traditional stable value funds. Mass Mutual also indicated verbally during their finalist presentation that the general account product would be available to the County on an “investment-only” basis. This means that the County could select a different vendor to act as the third-party administrator of the 457(b) Plan, and still offer Mass Mutual’s general account product within the plan. While ICMA-RC has offered the County full flexibility to select non-proprietary investment options, they included information on their Vantage Trust PLUS Fund in their proposal which would be available to the County. The PLUS fund is a traditional stable value fund currently offering returns in the range of 2.00% to 2.50% depending on the share class selected (The PLUS fund’s one year trailing net-of-fee return as of 2/28/2013 was 2.39%). While the current returns are lower than the initial guaranteed rate of the Mass Mutual general account, they are very attractive relative to money market funds that currently offer returns very close to zero percent per year. The PLUS fund is a commingled fund, which means the assets would be combined with assets of other plans and managed in one vehicle by ICMA-RC (similar in structure to the equity mutual funds currently offered within the County’s plan). However, the assets in the PLUS fund are held in a trust and segregated from ICMA’s other assets. In the event of a bankruptcy or other financial distress experienced by ICMA, the assets in the PLUS fund would be protected from ICMA’s creditors. The ICMA-RC PLUS fund also has third-party insurance contracts (“wrap contracts”) in place to guarantee the stability of principal. These guarantees could potentially fail in the same way the Mass Mutual general account guarantee might fail. However, Buck views the PLUS fund as containing substantially less risk because assets are segregated. The PLUS fund has also outperformed a universe of peer stable value funds as documented by the investment research firm Heuler. Buck views the PLUS fund as an attractive investment option, and we also remind the County that it could select a non-proprietary stable value, money market, or general account product. 6 Persistency Credit In recent years the County has offered a $50 per person per year persistency credit to participants that continue to participate in the 457(b) plan. Approximately 6,000 participants received the credit in the most recent year and this amounted to a total of approximately $300,000. The credit is funded from fees received by The Hartford/Mass Mutual associated with investments currently offered within the plan. Briefly, this credit is paid for by plan participants from fees charged to plan participants in other ways such as implicit revenue sharing contained in mutual funds or a reduced general account guaranteed rate. All vendors serving large 457(b) plans have the ability to administer a flat dollar per participant credit. As an alternative, the County may choose to reduce the fees contained in the investments offered within the plan and simultaneously eliminate the credit. Buck views the persistency credit as an unusual plan feature. We do not believe that considerations surrounding the persistency credit should influence the County’s choice of a vendor in any direction. While all vendors are able to administer the persistency credit, the County may in the future be discouraged from continuing the practice by whomever it selects as a vendor. In particular, the persistency credit could be seen as taking money out of participant accounts in the form of higher investment-related fees, and then subsequently rebating those fees back to participants in proportions different from how the fees were levied. 7 Participant Communication and Education The RFP requested a substantial amount of information on the communication and education resources that would be available to plan participants. Proposers were asked to describe their approach to participant communications and provide sample communications materials. Proposers were also asked to detail online tools that would be available. At a high level, all finalists are capable of providing adequate participant communications for the County’s plan, on-line savings calculators, and general education delivered in print, on-line, and via on-site representatives. The County currently has one full-time vendor representative serving plan participants and providing education, and the RFP requested that proposers incorporate that same level of service into their RFP responses. As a part of the reference check process, Buck asked other jurisdictions about the perceived quality of on-site representatives that would deliver education directly to plan participants. As a result of these reference checks, finalist presentations, and feedback from Committee members, Buck believes that ICMA-RC would offer excellent on-site representation and participant education services. Buck is also concerned with the high level of assets currently invested in the general account option in the plan, and that has led to a more negative assessment of The Hartford/Mass Mutual’s abilities in terms of education and on-site vendor support. Specifically, we are concerned that participants are not being educated about the risks inherent in the general account. We are also concerned that many plan participants may not have an appropriate asset allocation given their age, risk tolerances and other financial considerations. Buck believes that there are too many participants that are choosing to invest solely in the general account, and are not diversified among other investment options offered within the plan. We believe over 25% of plan participants are currently investing 100% of their 457(b) balances in the general account. Given that The Hartford/Mass Mutual expects to generate an economic benefit from the assets invested in the general account, and the large asset balances contained in the general account, we question whether education has been provided with participant’s best interests in mind. In addition to one full-time on-site representative, ICMA’s proposal also includes 12 days per year of one- on-one meetings with a certified financial planner (CFP) for retirees and participants nearing retirement. While the CFP may only be able to meet with 40-60 participants per year, we do believe this is a meaningful benefit to the County and participants that want help with their financial planning. 8 Recordkeeping & Administration The RFP requested a substantial amount of information on the underlying system used to track participant accounts, process payroll feeds, test for compliance with IRS contribution limits, and the ability to administer other plan features such as loans or unforeseen emergency withdrawals. All proposers would be able to do the actual plan recordkeeping, and currently perform these services for other similar clients. All proposers received the County’s current plan document with the RFP and would be able to administer the plan according to the County’s current plan design. ICMA-RC uses the SunGard OMNI system for recordkeeping which is a standard product used by many different firms to perform back office third-party administration services to 457(b) plans. Mass Mutual uses an internally developed system to perform the same functions. Recordkeeping for legacy clients of The Hartford are performed on a separate system that will eventually be transitioned to Mass Mutual’s systems. While we don’t view the merging of systems as a major concern, we do expect it to place an increased burden on some of Mass Mutual’s internal resources in the near term. In terms of data backup and disaster recovery, both Mass Mutual and ICMA-RC conduct daily backups of recordkeeping data with off-site storage. If the administration of the Plan were moved to a different vendor, the new loan program would be supported with a similar fee structure (same $50 initiation fee if ICMA-RC was selected). Both Mass Mutual and ICMA-RC would be expected by Buck to accurately track participant accounts and conduct back-office recordkeeping of the Plan according to the current plan design. Plan Sponsor Service Buck has a favorable view of the relationship managers proposed by both Mass Mutual (Bob Gleason) and ICMA-RC (Michelle Martin). Bob and Michelle received very positive reviews from their references. There are differences with regards to client loads with Michelle currently serving four clients while Bob is serving forty four. In Buck’s conversations with the Committee we have not gotten an impression that Bob’s client load has negatively impacted his ability to service the County. Nonetheless, we expect Michelle Martin would be able to devote a larger proportion of her time to serving the County. Both ICMA-RC and Mass Mutual indicated in their proposal response that the County could request and receive a different relationship manager if desired. 9 Organization Capabilities and Stability Buck views both Mass Mutual and ICMA-RC as financially stable organizations. Mass Mutual receives a credit rating of AA+ from Standard and Poor’s. ICMA-RC is a non-profit corporation and is not rated by rating agencies. To assess financial stability Buck has reviewed ICMA-RC’s confidential financial statements. At a high level, ICMA’s assets substantially exceed liabilities, and revenues also exceed expenses. The County has also received a copy of ICMA-RC’s financial statements, and we do not cite those documents in more detail here due to the confidentiality. ICMA’s status as a non-profit organization dedicated solely to public sector retirement plans is a meaningful differentiator, in Buck’s view. Both Mass Mutual and ICMA-RC serve similar public jurisdictions. Mass Mutual currently serves 324 clients in California, but we are unsure how many of those 324 clients are public sector entities. ICMA-RC currently serves 629 public sector clients in California. The table below lists a subset of clients served by each organization: Mass Mutual ICMA-RC County of San Joaquin BART DEFERRED COMPENSATION County of San Mateo CITY OF ANAHEIM Stanislaus County CITY OF BEVERLY HILLS City of Stockton CITY OF BURBANK City of Oakland CITY OF CAMPBELL County of Humboldt CITY OF CLOVIS County of Napa CITY OF ESCONDIDO City of Santa Clara CITY OF GLENDALE CITY OF LONG BEACH CITY OF MILPITAS CITY OF PLEASANTON CITY OF ROSEVILLE CITY OF SACRAMENTO CITY OF SAN RAMON CITY OF WALNUT CREEK COUNTY OF ORANGE COUNTY OF SANTA CLARA COUNTY OF SOLANO FRESNO METROPOLITAN FLOOD CONTROL DISTRICT GOLDEN GATE BRIDGE LOS ANGELES CNTY METRO TRANSP LOS ANGELES CO SANITATION DIST SACRAMENTO COUNTY 10 References Buck conducted reference checks for the three vendors selected as finalists (Mass Mutual, ICMA-RC, and Prudential). While reference checks suffer the inherent limitation of self-selection bias we do think they add some value. In addition, the RFP requested terminated client references and we also ask each reference if they have previous experience with different vendors. Buck’s experience conducting reference checks during other RFP processes also informed our view of different vendors. Overall, finalist references were positive and that is typical in our experience. As mentioned earlier, both Bob Gleason of Mass Mutual and Michelle Martin of ICMA-RC received positive references. ICMA-RC’s terminated reference did not provide useful information. Mass Mutual’s terminated reference was a legacy client of The Hartford and had positive things to say, but ultimately changed vendors over fees. Buck was not surprised to hear this feedback given the level of fees contained in The Hartford’s extension offers to the County presented during the fourth quarter of 2012, and the fees contained in Mass Mutual’s original proposal in response to the RFP. While all references were positive, Buck felt that ICMA-RC’s references were more enthusiastic in their support of the organization, and this is consistent with reference checks we have made in conjunction with RFP processes for different public jurisdictions. No major issues or concerns were uncovered during reference checks. 11 Fees To facilitate accurate comparisons of fees among vendors, the RFP requested pricing under an open architecture scenario, and also under an alternate scenario where some level of proprietary investment product would be required. Vendor Fee with Open Architecture Investment Structure Fee if County Uses Vendor’s Proprietary Stable Value or General Account Product (required product) Mass Mutual 0.14% 0.14% ICMA-RC 0.116% 0.0625% (PLUS Fund) Estimated Mass Mutual Current Fee* 0.25%, or 0.35% on non- general account assets *Current Mass Mutual Fees were estimated by Buck based on Mass Mutual’s proposal response describing revenue sharing of Plan investment options, and Plan asset balances. In a small number of cases Mass Mutual did not indicate the level of revenue sharing received by a current plan investment option. In those cases Buck estimated the revenue sharing for that option based on the fund company, share class, total expense ratio, and known revenue sharing amounts provided for similar products. The 0.25% estimates results from crediting 0.15% in revenue sharing for the Plan’s general account option which is consistent with Mass Mutual’s enhanced pricing offer. However, 0.15% may not be the appropriate revenue sharing credit to capture the economic benefit generated by the general account. The County has previously been told by The Hartford that their goal was to earn 1.00% from the general account by investing in assets that produced a return greater than the rate of return provided to investors in the general account vehicle. When we excluded the general account assets we calculated a weighted average revenue sharing amount of 0.35% on the variable assets. However current plan fees are estimated, it is clear the RFP will result in fee savings for participants. 12 Revenue Sharing Mutual fund expense ratios (and fees on other products) commonly contain “revenue sharing” amounts which are paid from the investment manager to a plan’s third-party administrator. These fees are a component of the expense ratio (not in addition to the expense ratio) and are generally invisible to plan participants. Many plans use revenue sharing contained in funds to pay for the services of the third-party administrator. Additionally, some plans structure an investment menu that generates revenue sharing greater than fees required by the third-party administrator, and the extra fees are then rebated to the plan sponsor. Rebated revenue sharing amounts are commonly used to pay for plan-related expenses such as legal, audit, or consulting fees. Some plan sponsors have dedicated deferred compensation staff members and use rebated revenue sharing to pay for internal administration expenses, including salaries. The RFP requested proposers to confirm that any revenue sharing amounts generated in excess of fee quotes would be tracked and reimbursed to the County. ICMA’s proposal confirmed this practice. Mass Mutual’s proposal indicated that some amount could be available for reimbursement but did not commit to the process requested by the RFP. Mass Mutual was asked about this in written follow-up questions prior to finalist interviews, and their response indicated a preference for a different process involving a fixed dollar reimbursement and a plus or minus 10% buffer around the level of Mass Mutual’s required revenue. This approach could lead to the Plan paying slightly more or slightly less in total fees than the 0.14% required revenue quoted by Mass Mutual. 13 Conclusion Buck views ICMA-RC has having submitted the most attractive proposal for the services covered by the RFP. Relative to the incumbent provider, Mass Mutual, Buck believes ICMA-RC would provide superior services at a lower level of fees. General Account and Stable Value Comparison September 18, 2013 Presented by: Jonathan P. Slinger, CFA Contra Costa County 1 Table of Contents Table of Contents ............................................................................................ 1 Introduction ..................................................................................................... 2 General Account Products ............................................................................ 3-7 Mass Mutual ............................................................................................... 3 ING ............................................................................................................. 4 Nationwide ................................................................................................. 6 New York Life ............................................................................................. 7 General Account Overview .............................................................................. 9 Stable Value Products .............................................................................. 10-17 ICMA-RC .................................................................................................. 10 Galliard ..................................................................................................... 12 PIMCO ..................................................................................................... 14 Prudential ................................................................................................. 17 Summary and Recommendations ................................................................. 19 Contra Costa County 2 Introduction The County has asked Buck Consultants to evaluate General Account and Stable Value investment products for the County’s 457(b) Plan. The County has already received information on several general account and stable value products as a result of the recordkeeping request for proposal process (“RFP”). This report provides information on additional products the County might consider. As a result of the recordkeeping RFP the County has the ability to select investment products that are not tied to the County’s choice of recordkeeper. In other words, it is now possible for the County to hire one firm to manage a general account or stable value product within the Plan, and then hire a different firm to perform core recordkeeping services (such as tracking participant accounts, receiving payroll feeds of new employee deferrals, processing withdrawals, creating and mailing statements, providing on-site participant education and so on). This report is a high-level overview of alternative general account and stable value products. Contra Costa County 3 General Account Products – Mass Mutual Credit Ratings: Standard & Poor’s: AA+ Moody’s: Aa2 A.M. Best: A++ Guaranteed Rate Return Schedule: Minimum Guaranteed Rate: Guaranteed minimum interest rate of 1%. Targeted Spread or Margin in Pricing: 0.11% Trading Restrictions: The Plan would receive full book value after a five year contract period. If the County initiated a Plan-level withdrawal from the fund prior the end of the five year contract period there may be a negative market value adjustment. Maximum Potential Loss: The general account is guaranteed by Mass Mutual, but not the Federal government or any other entity. Year Credited Rate Rate Reset Date Schedule 2014 3.20%1/1/2014 3.79% 2015 2.80%7/1/2014 3.54% 2016 2.40%1/1/2015 3.29% 2017 2.00%7/1/2015 3.04% 2018 2.00%1/1/2016 2.79% 7/1/2016 2.54% 1/1/2017 2.29% 7/1/2017 2.00% 1/1/2018 2.00% 7/1/2018 2.00% Investment Only Pricing Bundle Pricing Contra Costa County 4 General Account Products – ING Credit Ratings: Standard & Poor’s: A- Moody’s: A3 A.M. Best: A Minimum Guaranteed Rate: ING will commit to the following enhanced credited interest rates for the first 3 years of the contract: 3.75% in year 1 A minimum of 3.00% in year 2 A minimum of 3.00% in year 3 The prevailing interest rate in effect thereafter will be credited. The proposed ING Fixed Account offers a guaranteed minimum interest rate of 1.00% for the life of the contract. Targeted Spread or Margin in Pricing: To our knowledge, there is no generally accepted or industry standard approach for disclosing the economic benefit attributable to a defined contribution plan’s investment allocation to the ING Fixed Account or to comparable general account products available from other companies. It is important to note that there is no expense ratio associated with the ING Fixed Account; it is managed on an aggregate basis and supports all of the company’s financial commitments. No portion of the general account is attributable to a particular customer nor do customers have any individual ownership interest in general account assets. Over the long-term duration of the account we do try to earn a spread between what we invest money at and what we credit back to plans. Trading Restrictions: Participant transfers are subject to industry standard equity wash provisions. For employer directed withdrawals, ING’s proposed fixed account offers full liquidity on the 5th contract anniversary provided we receive 60 days advance notice. Employer directed withdrawals at any other time will be subject to a market value adjustment. Maximum Potential Loss: Insurance laws are designed to make sure all policyholder obligations are satisfied. For example: Life insurance companies are excluded from coverage under the federal bankruptcy laws. Instead, the states, including Connecticut, ILIAC’s primary regulator, have adopted laws governing insurer insolvency. The Connecticut insurance laws also contain reporting requirements which are designed to give “early warning” of potential financial difficulty. Sensing financial difficulty at an insurance company, the Connecticut Insurance Commissioner could intervene. Under the Commissioner’s direction, we would expect the company to be managed with a view to meeting its obligations. We would further expect the Commissioner to use discretion in managing payouts, with the objective of meeting claims as they come due, over time, in an orderly manner. If rehabilitation is ultimately determined to be impossible, the Commissioner could apply to the court for an order to liquidate, and ultimately dissolve the company. It is only in liquidation that the Contra Costa County 5 question of general account claims priority becomes an issue. After satisfaction of any secured claims, policyholder claims have a high priority (Class 3), following only the costs of receiver and guaranty association administration, but ahead of general (non-policyholder) unsecured claims. Contra Costa County 6 General Account Products – Nationwide Credit Ratings: Standard & Poor’s: A+ Moody’s: A1 A.M. Best: A+ Minimum Guaranteed Rate: CCC will have a unique rate based on purchases made after the initial deposit is received by Nationwide. However, if NRS were to receive the funds today, we would anticipate a crediting rate of 3.35% for this quarter. Nationwide has not offered a specific guaranteed rate schedule for future time periods. Targeted Spread or Margin in Pricing: NLIC targets a spread of 100 basis points to 125 basis points on the NLIC Fixed Annuity Contract. Nationwide Life sets the crediting rates in its sole discretion and the targets are subject to change without notice. Trading Restrictions: Under the terms of the Fixed Annuity Contract, exchanges and/or transfers of money from the Fixed Annuity may be made no more than twice per year and may not exceed 20% of the participants fixed account value. Once the 20% limit has been reached no further exchange/transfers will be permitted out of the Fixed Account during the remainder of the calendar year. If a participant’s Fixed Account is less than or equal to $1,000, they can exchange/transfer out up to their entire account value. Each exchange/transfer will count toward the limitation of two exchange/transfers out of the Fixed Account per year. Additionally, a 5-year exchange/transfer provision allows for the systematic movement of 100% of their account value out of the Fixed Account on a monthly basis over a 5-year period. If elected, they cannot defer, exchange, or transfer into the Fixed Account for the 5-year term without canceling the provision. An equity wash provision may be enforced if a Plan Sponsor offers competing investment products in its fund lineup. If a Plan Sponsor terminates the fixed annuity contract and withdraws its assets in a lump sum a Market Value Adjustment (“MVA”) may apply. The MVA is the amount that NLIC determines would be the net capital loss, if any, resulting to NLIC if investments were liquidated to satisfy the lump sum withdrawal. The MVA would be calculated using NLIC’s current procedures applicable to all contracts of this type and class at the time of withdrawal. If the employer withdraws its assets over a 60-month period (5 years) instead of in a lump sum, the MVA would not apply. There are no fees associated with early withdrawal at the participant level. Maximum Potential Loss: The Fixed Account is backed by Nationwide Life’s general account. Any guarantees associated with the Fixed account are liabilities of the general account and are guaranteed by Nationwide Life. Assets held in the Fixed Accounts are subject to the claims-paying ability of Nationwide Life and are not insured by the FDIC, NCUSIF, or any other governmental agency. Contra Costa County 7 General Account Products – New York Life Credit Ratings: Standard & Poor’s: AA+ Moody’s: Aaa A.M. Best: A++ Guaranteed Rate Return Schedule: For new GIA clients that initially fund contracts during the last six months of 2013, the annualized gross crediting rate is 2.35%. The initial rate will be guaranteed through 12/31 of the first contract year. The crediting rate in subsequent years will be reset on 1/1 and 7/1 and guaranteed for a six-month period. The GIA group annuity contract was introduced on July 1, 2009. The net annualized crediting rates for new GIA clients since that inception are included below. Existing GIA clients may experience different performance histories depending on when they initially entered the product. Minimum Guaranteed Rate: GIA provides a guaranteed minimum interest rate (GMIR) that floats according to the NAIC model index and can never fall below 1.00% net of fees. Currently, the GMIR for GIA is 1.00%. The GMIR is reset every six months in conjunction with the GIA declared crediting rates. Targeted Spread or Margin in Pricing: GIA offers an upfront expense charge of 0.10% with no revenue sharing. Additional revenue may or may not be earned by New York Life depending upon the investment return of the portion of New York Life’s general account attributable to the GIA. New York Life does not know what the earnings on this product will be, as the crediting rates are guaranteed and declared in advance and we typically do not disclose actual realized earnings on the product. Trading Restrictions: In the event that a participant chooses to transfer assets out the New York Life GIA and into a “competing fund,” the assets first must reside in a “non-competing” fund for at least 90 days (equity Wash). A competing fund is defined as a money market fund, self-directed brokerage account, or a bond fund with a duration of less than three years. There are no restrictions and/or provisions limiting participant transfers to a non- competing fund. Participant withdrawals resulting from an employer-initiated event (e.g., bankruptcy) may be subject to limitations as described in the applicable group annuity contract. A plan sponsor may elect to terminate their GIA group annuity contract at any time, provided they give at least 30 days’ advance written notice to New York Life. Upon termination, the plan sponsor may elect to take their GIA balance in either an immediate lump sum payment, subject to a two-way (+/-) market value adjustment or a full book value payout, subject to six annual installments over five years. The first installment payment is one-sixth of the overall balance and is made immediately upon termination. The remaining five installments are paid on the anniversary of the first payment. Contra Costa County 8 Maximum Potential Loss: New York state law would govern the insolvency and liquidation of company assets and liabilities. The applicable law regarding New York insurer insolvency outlines various classes of creditors and the hierarchy/priority in which their liabilities would be settled. GIA contract holders would be considered a Class 4 claimant alongside insurance and annuity policyholders with respect to settlement. Level 4 claims are settled before claims of general creditors, governments, and surplus note holders. Maximum losses are very difficult to predict in this unlikely scenario, but would be dependent upon the value of the assets held by New York Life, the size and nature of the liabilities across business and product lines, the size and value of New York Life’s surplus, and the ability of any state guarantee funds to compensate for residual losses. Contra Costa County 9 General Account Overview Buck Consultants has recommended that the County move away from using a general account product due to the concentration of risk in a single insurer. While State-level regulators oversee insurers to promote stability, and several insurers appear to have strong financial conditions as measured by credit ratings, we believe the consequences of bankruptcy or insolvency could be devastating to the Plan. During periods of financial crisis Federal regulators have sometimes intervened to promote stability which was the case during 2008 and 2009 when many financial institutions, including The Hartford, received TARP money. However, Buck does not believe it is prudent to expect government intervention during any future crisis. While Buck is not recommending the use of any general account product, we have been asked to comment on which product would be most beneficial for the County. For lack of better phrasing, we will use the phrase “least bad” to suggest that the Mass Mutual general account has attractive features relative to the other general account products that are available to the County. A table depicting minimum guaranteed returns for the different general account products appears below: While ING has offered higher guaranteed rates than Mass Mutual over some time periods, we note that ING has a lower credit rating than Mass Mutual. We believe that financial stability should be a more important factor than the guaranteed rate of return. Mass Mutual has offered a larger guaranteed rate if the County also selects Mass Mutual as the recordkeeper. The “Investment Only” guaranteed rate schedule reflects the scenario where the County uses Mass Mutual’s general account, and hires a different firm to serve as the Plan’s recordkeeper. As we have mentioned to the County previously, we are concerned with the high percentage of assets invested in the general account option, the large number of participants that invest 100% of their balances in the general account, and reports of Mass Mutual’s on-site representatives encouraging participants -- regardless of age or risk tolerance -- to invest in the general account. Buck believes there is a conflict of interest and in the event the County chooses to use a general account we recommend hiring a different firm to administer the Plan and provide participant education. In spite of the lower rate of return of the Mass Mutual “Investment Only” scenario, we prefer this to the bundled approach because participants would receive education from a representative of a different firm. Mass Mutual (Investment Only)Mass Mutual (Bundled)ING Nationwide New York Life Jan-14 3.20%3.79%3.75%2 3 Jul-14 3.20%3.54%3.75%2 3 Jan-15 2.80%3.29%3.00%2 3 Jul-15 2.80%3.04%3.00%2 3 Jan-16 2.40%2.79%3.00%2 3 Jul-16 2.40%2.54%3.00%2 3 Jan-17 2.00%2.29%1 2 3 Jul-17 2.00%2.00%1 2 3 Jan-18 2.00%2.00%1 2 3 Jul-18 2.00%2.00%1 2 3 Guaranteed Rate Return Schedule - General Accounts 1 Prevailing interest rate in effect will be credited, minimum interest rate of 1%. 2 Minimum guaranteed interest rate is established at the beginning of each calendar year, currently 3.35%. 3 Minimum guaranteed interest rate floats according to the NAIC model and is subject to change every six months (subject to a range between 1% and 3%), currently 2.35%. Contra Costa County 10 Stable Value Products – ICMA-RC Vehicle Type: Commingled stable value fund Historical Returns as of June 30, 2013: 1 VT PLUS Fund return is annualized for all periods. Market-to-Book Value Ratio: 100.97% as of 6/30/2013 Management Fees and other Fund Expenses: 0.44% (Class R10) Wrap Fees: 0.13% Guaranteed Minimum Rates: No (wrap contracts guarantee minimum 0.00% return) Wrap Contract Issuers and Credit Ratings: 1, 2 Standard & Poor's ("S&P") Contra Costa County 11 Participant Trading Restrictions: Investors must transfer their money to a non-competing fund for 90 days (equity wash) before investing in a competing fund. Whether or not a particular fund is a competing fund will be determined, at the sole discretion of ICMA-RC, on a fund-by-fund basis. Plan Level Trading Restrictions: ICMA-RC retains full discretion to release employer-initiated VT PLUS Fund withdrawals in an orderly manner over a period of up to 12 months from the date ICMA-RC receives written notification from the Employer that it has made a final and binding selection of (a) a replacement for ICMA-RC as administrator of the Employer’s Plan, or (b) a replacement investment option for the VT PLUS Fund under the Employer’s Plan. Is there a 12-month Put? Yes Maximum Potential Loss: Investors can lose money investing in a VT Fund. VT Funds are not guaranteed or insured by the Federal Deposit Insurance Corporate (FDI”), any other government agency, or ICMA-RC. Investors can lose all money invested in the VT PLUS Fund. It should be noted that any guaranteed stable value fund is only as valuable as the issuing firm is solvent. A primary objective of the VT PLUS Fund is preservation of capital. Contra Costa County 12 Stable Value Products – Galliard Vehicle Type: Stable value separate account Historical Returns as of June 30, 3013: Management Fees: 0.17% on the first $100 million 0.13% on the next $100 million 0.09% thereafter Wrap Fees: 0.181% Guaranteed Minimum Rates: The contracts have a minimum floor crediting rate of 0% and guarantee plan participant-driven withdrawals at book value (principal plus accrued interest). Wrap Contract Issuers and Credit Ratings: Galliard does not directly issue wrap contracts. For the Contra Costa County portfolio, Galliard is proposing the following investment contract allocations: American General Life: A2/A+ MetLife: Aa3/AA- Prudential: A2/AA- Participant Trading Restrictions: All Galliard stable value accounts provide daily liquidity. Employee directed transfers are honored daily. The only restriction imposed on employee directed transfers is if they are to a competing option, in which case there would be a 90-day transfer limitation (90-day equity wash) required. Any exceptions would need to be agreed upon by the respective wrap contract providers. Plan Level Trading Restrictions: Galliard Investment Advisory agreements typically allow for plan sponsor termination with 30 days’ notice. Employee directed transfers are honored daily. The only restriction imposed on employee directed transfers is if they are to a competing option, in which case there would be a 90-day transfer limitation (90-day equity wash) required. The Fund is fully benefit responsive and there are no market value adjustments. Contra Costa County 13 Is there a 12-month Put? No Maximum Potential Loss: The contracts have a minimum floor crediting rate of 0% and guarantee plan participant-driven withdrawals at book value (principal plus accrued interest). Contra Costa County 14 Stable Value Products – PIMCO Vehicle Type: Separately managed stable value fund Historical Returns as of June 30, 2013: Management Fees: 0.375% on the first $50 million 0.250% on the next $550 million 0.200% thereafter Wrap Fees: Between 0.200% and 0.250% Guaranteed Minimum Rates: Wrap contracts support a minimum 0% crediting rate net of all fund related expenses. Wrap Contract Issuer and Credit Rating: If selected, PIMCO would solicit bids and seek to negotiate a wrap contracts with a number of wrap providers, including those on the following list: Names in DARK BLUE denote issuers that are providing capacity but only if it is bundled in whole or in part with affiliated fixed income management. This list consists of financial institutions which, to the best of PIMCO’s knowledge, provide, have provid ed, or intend to provide, book value contracts to the marketplace. This list is n ot intended to be exhaustive and is subject to change without notice. DATE YTD 1 MO 3 MOS 12 MOS 2 YRS 3 YRS 5 YRS 10 YRS 6/30/2013 1.91%0.30%0.93%4.01%4.10%4.31%4.41%4.85% Stable Value Book Value Model Performance - Net of Investment Management Fee Contra Costa County 15 Participant Trading Restrictions: In general, under the terms of a wrap contract, all participant-directed withdrawals, not resulting from a plan sponsor initiated event (e.g. plan termination, merger and acquisition, group lay-off) or financial advice received through the plan (e.g. Financial Engines, managed accounts), are transacted at book value. However, participant transfer activities from the stable value fund to another investment option with similar characteristics to the stable value fund (typically defined as any investment option with a target duration less than 3.0 years) can transact at book value only if the money is first transferred to a non-competing investment option for at least 90 days before subsequently moving to a competing investment option (this provision is called the 90-day equity wash rule). Plan Level Trading Restrictions: Stable value wrap contracts typically do not impose trading or liquidity restrictions at the plan-level. More precisely, the contracts define certain events or actions initiated by the plan sponsor that may cause participant-directed withdrawals to be funded at market value instead of book value. These events or actions can be grouped into three categories: 1) Corporate events – This would include mergers, acquisitions, group lay-offs, and bankruptcy, etc.; 2) Plan events – This would cover any changes to the retirement plan not previously disclosed to the wrap providers including but not limited to: any change to the investment line-up, making available to participants professional investment advice service, plan termination, and the exclusion of a group of employees from participating in the plan; 3) External events – This would cover any change in accounting rules or ERISA laws that would materially affect how stable value is offered. Is there a 12-month Put? No What Events Would Trigger a Market Value Adjustment? There could be negative market value adjustments on participant-directed withdrawals resulting from ‘market value events’. Over the years, PIMCO has been able to negotiate certain provisions into wrap contracts to mitigate the risk of a market value adjustment including: 1) ‘Book value corridor’ – Wrap providers would agree to cover up to xx% of participant-directed withdrawals at book value irrespective of the event or action that caused the withdrawals; depending on plan demographics, the percentage is typically 10% annual and 20% life-time caps. 2) Materiality threshold – For an event or action to meet the definition of a ‘market value event’, we would require that wrap providers demonstrate a material increase to their risk as a result of such event or action. Most events would fall short of meeting this materiality threshold and therefore would not meet the definition of a ‘market value event’. Contra Costa County 16 Maximum Potential Loss: The theoretical maximum possible loss that can be experienced by investors is the fund’s entire book value (e.g. 100% non-qualified withdrawals and market value goes to zero). While the probability of a 100% stable value loss is extremely low, there is s ignificant difference in credit exposure between a general account and a stable value fund. When a retirement plan invests in an insurance company general account, the plan’s entire investment is at risk if the insurance company becomes insolvent. On the other hand, if a plan invests in a stable value fund, the only amount that could be at risk to the wrap providers is the difference between the stable value fund’s book value and market value. In fact, the plan has zero exposure when the fund’s market value is greater than its book value. Contra Costa County 17 Stable Value Products – Prudential Vehicle Type: The Prudential Stable Value Fund (PSVF) is a combination of a book value wrap contract issued by The Prudential Insurance Company of America (PICA) and an underlying inve stment, which is represented by a unitized investment in the Prudential Core Conservative Intermediate Bond Fund (“Bond Fund”), part of the Prudential Trust Company Collective Trust Historical Returns as of June 30, 2013: Management Fees: 0.20% Wrap Fees: 0.20% Guaranteed Minimum Rates: The guaranteed minimum interest rate offered by the PSVF is 0%, effectively guaranteeing no loss of principal or accumulated interest. This is guaranteed for the life of the contract. Wrap Contract Issuer and Credit Rating: Prudential Insurance Company of America (PICA) has received the following ratings from major, independent rating agencies. Standard & Poor’s: AA- Moody’s: A1 A.M. Best: A+ Fitch: A+ Participant Trading Restrictions: Participant withdrawals and transfers freely permitted on a daily basis according to plan provisions. Principal and accrued interest on the Prudential Stable Value Fund (PSVF) is guaranteed without restriction. The Prudential Stable Value Fund (PSVF) is subject only to an industry standard equity wash provision, to protect it from disintermediation. Contra Costa County 18 Plan Level Trading Restrictions: For plan termination, with 30 days’ notice, the Prudential Stable Value Fund (PSVF) allows the contract holder to terminate with or without cause, and elect one of the following options (there are no termination fees associated with the Prudential Stable Value Fund): 1) As of the termination date specified in the notice, the contract holder can retain its unit holdings of the Prudential Core Conservative Intermediate Bond Fund at market value or the ability (subject to any restrictions imposed by the collective trust fund) to transfer the cash equivalent to another provider. Is there a 12-month Put? No What Events Would Trigger a Market Value Adjustment? A contract-holder may incur a market value adjustment (either positive or negative) as a result of certain uncovered withdrawals or a termination of the contract with cause by Prudential, as described in sections 4.1(d) and 7.3 of the wrap contract, respectively. Maximum Potential Loss: While the contract is active the minimum interest rate offered by the Prudential Stable Value Fund (PSVF) is 0%, effectively guaranteeing no loss of principal or accumulated interest. Contra Costa County 19 Summary and Recommendations We view each of the four stable value products presented on the previous pages as high-quality options. In terms of a specific recommendation, the ICMA-RC PLUS fund has a unique characteristic which we find particularly attractive. The commingled fund has a “12-month put” option which means that the County can decide to terminate the fund at any time, and 12-months later receive full book value redemption. During the 12-month period the fund would remain completely liquid to participant-initiated withdrawals and transfers. The fund is commingled, which means that the Plan’s assets would be combined with other 457(b) plans, however, the assets would be segregated from those of the asset manager (ICMA-RC) and the third-party insurance “wrap” providers that guarantee the 0% minimum rate. While recent returns on stable value funds have been lower than general account products, assets are not commingled with an insurance company’s other assets. In addition, relative to money market funds, stable value products have produced higher returns while maintaining stability of principal. Most commingled stable value funds that offer a 12-month put feature do not have additional capacity and are closed as a result of reluctance by insurance “wrap” contract issuers to provide the “wrap” insurance on products that contain a 12-month put feature. “Wrap” capacity is greater for separate accounts and other structures where no 12-month put feature exists. We also believe the PIMCO separate account solution is particularly appealing given our confidence in their skill as an investment manager. We believe PIMCO will likely outperform most peer stable value managers in the future, and while there are no guarantees, we think it is possible PIMCO will outperform many general account products as well. In this scenario, Contra Costa County would have a dedicated separate account managed by PIMCO, and then the County would enter into “wrap” contracts with third-party insurance companies. This would present additional complexity as the County would have contracts with the investment manager and with the wrap contract issuers. The County may not wish to pursue this added level of complexity, and this structure would be more diff icult (but not prohibitive) for the County to administer. Another disadvantage of the separate account structure is the lack of a “12 month put” option. Contra Costa County would own the separate account, but plan-level terminations or withdrawals from the fund would only happen when the market-to-book value ratio was above 100%. In other words, a plan-level book value withdrawal would only be available if the market value of the assets in the separate account was greater than book value. However, the “wrap” contracts would allow participant-directed withdrawals and transfers at book value even if the market value was lower than book value. At the level of the individual participant, the product is designed to be fully benefit-responsive at book value to all transfers and withdrawals initiated by individual participants. We believe the most conservative option among all stable value and general account products presented in this report would be the ICMA-RC PLUS commingled stable value fund. This investment would be easier to liquidate or “undo” because of the 12-month put contract feature. If the County were to pursue a capital preservation vehicle earning a higher rate of return, we would prefer the PIMCO separate account stable value fund relative to the Mass Mutual general account product (and the other products described in this report). We would prefer the PIMCO product relative to any general account because assets would be segregated in a separate account that would be owned by the County’s plan, and assets would not be commingled with an insurer’s other assets. However, the PIMCO separate account (and nearly all other Contra Costa County 20 separate account stable value funds) would not have a book value settlement option and would be more difficult for the County to oversee and administer than a commingled stable value fund.