november meeting, sinking fund commission mini 2018... · 2019-03-14 · sinking fund commission -...

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Sinking Fund Commission - November MeetingNovember 14, 2018

(215) 504-4622STREHLOW & ASSOCIATES, INC.

CITY OF PHILADELPHIA

SINKING FUND COMMISSION

IN RE: November Meeting

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Wednesday, November 14, 2018

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This Meeting of the Sinking Fund Commission,

held pursuant to notice in the above mentioned cause,

before Angela M. King, RPR, Court Reporter - Notary

Public there being present, held at Two Penn Center,

16th Floor Conference Room on the above date,

commencing at approximately 10:05 a.m., pursuant to the

State of Pennsylvania General Court Rules.

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STREHLOW & ASSOCIATES FULL SERVICE COURT REPORTING AGENCY 54 FRIENDS LANE, SUITE 116 NEWTOWN, PENNSYLVANIA 18940 (215) 504-4622 SERVING NJ, PA, NY & DE

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12 A P P E A R A N C E S34 COMMISSION MEMBERS:5 Donn Scott, Chairman6 Rasheia Johnson, Treasurer7 Kellan White, Controller's Office89 ALSO PRESENT:

10 Christopher R. DiFusco, CIO, PGW11 Alex Goldsmith, PFM Asset Management12 Marc Ammaturo, PFM Asset Management13 City Solicitor Representatives14 PGW Representatives15161718192021222324

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1 - - -2 CHAIRMAN SCOTT: Good morning, everyone.3 It's my pleasure to call this meeting to order.4 First order of business is approval of5 the Minutes dated September 12.6 Is there a motion?7 MR. WHITE: Motion to approve.8 MS. JOHNSON: Second.9 CHAIRMAN SCOTT: All those in favor say

10 aye?11 (Ayes.)12 CHAIRMAN SCOTT: Ayes have it. Thank13 you very much.14 The next item is the Review and15 Selection of Active Domestic Small Cap Core16 Managers. Turn it over to you.17 MR. DiFUSCO: Sure. I will let Marc and18 Alex get into the detail of the two memos. It's19 essentially, a two-part proposal. Right now we20 have two active managers in the small cap space.21 We have Vaughan and Eagle. We discussed22 previously, and the Commission has approved the23 RFP. That is why we have three candidates24 coming in today for core manager.

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1 What we would like to do is pair one2 core manager with a passive, with an index3 manager. So, that's the first memo. We would4 need a RFP authorizing us to search for a5 passive manager pegged to the S&P 600. We think6 this would do a couple things, not the least of7 which is lower fees which I think this8 Commission has done a good job on over the past9 few years. We have brought down fees fairly

10 significantly.11 I will let Marc and Alex go into the12 details of their two memos. That is the13 background of what we are proposing today.14 MR. GOLDSMITH: Sure. Thanks, Chris.15 You know, the genesis of this RFP goes16 back to -- similarly, to the other asset classes17 where this has been done. When we came on board18 in early 2016, the portfolio was largely set up19 on value growth dichotomy with style-bucket20 managers, value, you know, characteristics and21 then growth manager, growth characteristics.22 It's a part of our philosophy that over23 time, the best of those sorts of dichotomies get24 you is a split or, at best, you can replicate

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1 index performance. We prefer, you know, using a2 core manager approach where that manager has the3 discretion to select which factors may4 outperform at any given time in the market.5 There are periods when growth significantly6 outperforms core. We are in the midst of one of7 those periods right now. We think letting one8 manager make that decision rather than having9 manager with only one mandate focus on one side

10 of the market yields better results long term.11 Domestic equity space, if you recall,12 with the hiring of PineBridge, it's been most13 recently done with the international equity14 space with the hiring of Acadia and Earnest, two15 managers but both in the core space. Little bit16 different approach. There is quantitative17 elements to one and more fundamental elements to18 the other. But again, the theme is consistent.19 That is what we are doing today.20 Interviewing three core managers, moving away21 from Vaughan Nelson and Eagle. You know, which22 if you look at their performance over time with23 the last five years, it essentially averages out24 to the broad Russell 2000. You are not getting

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1 advantage from having separate value growth over2 periods of time.3 Chris mentioned the use of an index. We4 have obviously utilized an index approach in the5 other asset classes. It does lower fees fairly6 significantly. It removes the risk of missing a7 benchmark. However, typically again, you are8 not going to get any alpha above.9 The Russell 2000 passive strategy has

10 been approved for use in the Sinking Fund since11 early 2016, right before we came on board. It's12 sort of been sitting on the sidelines.13 Conventionally, the small cap space has been one14 where active managers have been able to, you15 know, utilize their informational advantage and16 outperform. And so you know, we -- while we17 have had that sort of an option to go to if we18 felt that market conditions warranted it using19 the Russell 2000 and a passive approach, we20 haven't utilized that just yet.21 One of the reasons being that when it22 comes to indexing in the small cap space, PFM23 believes that there is, frankly, a better index24 to use. That's the S&P 600. That's the first

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1 memo you see in the book here. Essentially, the2 difference is, the S&P 600 includes -- is made3 up of all, you know, profitable, revenue-earning4 companies. Where the Russell 2000 includes some5 companies that are pre-revenue, pre-profit,6 essentially lower quantity. That's a vast much7 larger index. And you know, it's something we8 have done in our discretionary portfolios.9 When we decided to add small caps,

10 whether it's for tactical short term trade or11 diversification elsewhere, going with a passive12 S&P 600 is a way to access the asset class while13 keeping costs low. So that's, you know, the14 effect of pairing an active manager with an15 index, I think will be quite drastic on fees.16 Right now the two funds are charging,17 you know, 1 percent for Vaughan Nelson and 8018 basis points for Eagle. Across the asset class,19 you are paying all in 90. You know, the active20 manager that you will see in a proposed very21 attractive fees well below the current managers22 and/or total below, but then the effective23 pairing half the allocation with an index will24 be a reduced all-in fee of, I don't want to

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1 speculate, below 50 basis points. So,2 considerable fee savings.3 And again, you know, you will have4 passive exposure. You are getting what the5 total asset class does. But remember, this S&P6 600 has higher quality index. That should, I7 think, prevent some of the negative elements of8 investing in index. You ride the market up, but9 you also ride it down. One would expect higher

10 quality companies to outperform in a down11 market.12 I think maybe the first action -- I13 don't know do an action item right now. It14 would be to approve, you know, an RFP for the15 S&P 600, to switch the benchmark on the approved16 index from the Russell 2000 to the Russell 600.17 That would require an RFP.18 CHAIRMAN SCOTT: That would require19 action?20 MR. DiFUSCO: Correct.21 CHAIRMAN SCOTT: The action again is to22 approve?23 MR. DiFUSCO: Posting an RFP.24 MS. JOHNSON: We would need an index

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1 manager for the S&P 600?2 MR. DiFUSCO: Correct. We would need3 approval to put up the RFP. If the Commission4 is inclined, I would ask someone to make the5 motion to approve.6 MS. JOHNSON: I will make a motion to7 approve unless questions.8 A motion to put up the RFP for the S&P9 600.

10 MR. WHITE: Second.11 CHAIRMAN SCOTT: All those in favor?12 (Ayes.)13 CHAIRMAN SCOTT: Ayes have it.14 MR. DiFUSCO: Thank you.15 MR. GOLDSMITH: We will write that up.16 The following page, the next memo is the17 summary of the three managers. I gave an18 overview of where we were coming from and what19 we'd ideally like to get to.20 Like I mentioned, all three of these21 managers are core in that they are not dictated22 to a value or growth benchmark. All three of23 them are benchmarked to the Russell 2000. Now24 you might say, why don't we benchmark them to

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1 the S&P 600? It's -- the universe of active2 managers and small cap, majority of them are3 benchmarked to the Russell 2000.4 Additionally, the plan benchmark or5 the -- the plan benchmark is the Russell 3000.6 We included small caps, including large caps,7 the equity component. But the way the IPS is8 stated, it's stated that active managers will9 look against -- will be benchmarked against

10 broad market indexes such as the Russell 2000.11 It is explicitly mentioned in the IPS that given12 the total component of the plan, you know, of13 the small cap plan should be looked at against14 the Russell 2000.15 It's sort of an active decision to add16 that S&P 600. We are trying to the use that 60017 to basically beat the 2000. The active manager,18 their goal is to beat the 2000. As a whole,19 that is really our target in between whether20 it's PFM staff, management. When it comes to21 small cap space, the desired benchmark is that22 Russell 2000. That explains the difference23 there and why the benchmark these managers24 against the 2000.

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1 You know, broadly, two of the managers2 are fundamental managers running concentrated3 portfolios focused on bottom-up stock selection4 that. That is looking at each company based on5 the individual merits of, you know, their6 capital structure, you know, return on equity7 investment at the company, abilities of8 management, competitive position in their9 market, you know, relative to similar firms,

10 competitors, you know, the traditional bottom-up11 approach.12 Where the other funds, those funds are13 Copeland and Macquarie. There are some14 distinctions between them. I will get to them15 in a second. The other fund, Matarin. This is16 a quantitative model driven approach. I don't17 want to say it's formulaic in that these models18 are built. And so, that there is constant19 feedback given in the weighting of, you know,20 the factors that go into model output are21 constantly being updated or changed, adjusted or22 based on what industry a company is in or23 current market conditions.24 There is, you know, portfolio manager

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1 element to it. There are macro decisions set.2 Human intervention is there at all areas -- at3 all stages of the process. But this portfolio4 is -- could be larger in terms of the number of5 stocks. It will be somewhat more benchmark6 like. You know, will have a higher turnover.7 Between Copeland and Macquarie, I think8 other slight differences there. Both tend to9 skew towards the high quality spectrum of the

10 small cap universe. So likely, they are going11 to hold off revenue profit companies anyway.12 Copeland, specifically, I think they looked13 quality in the dividend growth space. So you14 know, I think a lot of -- they will say to15 themselves, I think a lot of companies you think16 of large caps paying these kind of dividends.17 There is a lot of small cap companies18 more greater number, actually, that are dividend19 players. It's an indication of the health of20 those companies how frequently and by what21 magnitude they are able to consistently grow22 their dividends. I think their philosophy is23 rooted in that.24 Whereas, Macquarie, they basically take

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1 a pure bottom-up approach. There is not a lot2 of, almost no macro tilt to that portfolio.3 Their sector stock weightings are very similar4 to the benchmark. And they are looking for the5 best performer or best position, best -- you6 know, operating companies within each of those7 sectors.8 You know, just some other asides,9 Matarin is a certified aluminum business based

10 in New York. Macquarie, while they are owned by11 the large Australian conglomerate, they are12 the -- their investment management arm is13 actually headquartered here in Philadelphia via14 the acquisition of Delaware Investments. And15 you know, so they qualify as a local business.16 Copeland is based in Conshohocken which I think17 by definition excludes them from officially18 being considered a local business.19 MR. DiFUSCO: I think it's also just20 worth mentioning, Copeland's fees are on page 3921 of their proposal. They come in -- I am22 approximating here because of the tier breaks.23 Copeland was by far the lowest. They are at24 around 55 or so basis points. Matarin, they are

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1 on page 17 of their proposal. They are2 approximately 80, give or take. And Macquarie3 is on page 32 of their proposal. And they are4 roughly 85. And that, again, is because of the5 tier breaks. That is why I am approximating.6 Because it will depend on the exact dollar7 amount that is put in.8 So you know, Copeland came in with the9 most competitive, you know, bid out of the

10 three.11 MR. AMMATURO: Relative to the universe12 of small cap managers, 55 basis points is very,13 very low. That's usually like a large cap fee.14 MR. DiFUSCO: Yeah. That's very low.15 And so, we had each manager scheduled to16 speak for approximately 20, 25 minutes, you17 know, and answer questions, et cetera. Happy to18 taken any preliminary questions before they19 begin if the Commissioners have any.20 CHAIRMAN SCOTT: Do you normally see a21 disparity of that many basis points?22 MR. DiFUSCO: For a fee? I think to23 Marc's point, it was a little surprising. I24 would have expected, you know, the lowest fee

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1 to, let's say, maybe be 65 or 70. Fifty-five is2 very, very aggressive. I mean, you know, in a3 positive way, not in a negative way aggressive.4 You know as Alex mentioned, current managers who5 I think particularly Vaughan are a little on the6 high side. Vaughan is around 1 percent, Eagle7 is around 80. That is more typical in the small8 cap universe.9 I don't think Matarin or Macquarie's

10 fees are out of line compared to the universe.11 But Copeland is clearly, you know, aggressively12 pushing for the business. Discounting heavily13 relative to their peers. I would not say that14 that's normal. It's appreciated, but it's not15 normal.16 MR. AMMATURO: Yeah. I echo those17 comments. Their pricing in the business, it's18 an outlier, 55 basis points, for small cap.19 CHAIRMAN SCOTT: Does the City20 potentially claim any of these?21 MR. DiFUSCO: We do not. We've22 interviewed Delaware for other --23 Delaware/Macquarie. I have to go back and check24 my notes. It's been quite a while. We may have

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1 distant pass used Matarin and/or interviewed2 them, but it was -- I am reaching there. It may3 have been before I started with investment4 staff. I feel like I have some familiarity with5 them, you know, from prior interviews. But we6 do not use any of these three.7 MS. JOHNSON: Just so you know, we8 actually are in the midst of -- on the9 investment side for the City's dollars are

10 contracting with Delaware Macquarie, so they can11 start to manage some of the City. It's very12 short-term.13 MR. DiFUSCO: Okay.14 CHAIRMAN SCOTT: When a firm gives us a15 fee, they are locked into that fee for what16 period of time?17 MS. JOHNSON: Everything is negotiable.18 MR. DiFUSCO: Everything is negotiable.19 There is no -- we can always press -- I mean, we20 always -- we get an initial fee. PFM and staff21 always go back and ask for best, last and final.22 That doesn't preclude us from pushing them again23 at the table or after the meeting. They are not24 locked into anything.

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1 I think to Rasheia's point, I was2 unaware of that. I appreciate her bringing it3 up. That may give us a little more leverage4 with Macquarie because we can ask them, you5 know, to basically treat all the assets as City6 assets the same way we have done with PGW and7 municipal plan. We want to treat everything as8 one pile of City money for fee purposes. We may9 be able to exert additional pressure on that to

10 lower the fees.11 CHAIRMAN SCOTT: If a firm says 55, is12 that forever and ever?13 MR. DiFUSCO: No.14 MR. AMMATURO: It's not going to go15 higher.16 MR. DiFUSCO: It's not going to go17 higher. Always able to -- I apologize. I18 didn't understand.19 CHAIRMAN SCOTT: The bait and switch?20 That's what I --21 MR. DiFUSCO: No. It's not going to go22 higher.23 MR. WHITE: Like Comcast Cable.24 MR. GOLDSMITH: These are five-year

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1 contracts still, correct?2 MR. DiFUSCO: They are series of rolling3 one-year contracts. But it would never go4 higher. If a manager came back and said they5 wanted it to go higher, we would have to agree6 to that, which we obviously wouldn't do.7 Will not go higher. We will always try8 to push it lower. Sorry about that.9 CHAIRMAN SCOTT: No, no. No problems.

10 Should we go on with the interview process?11 MS. JOHNSON: Yes.12 MR. GOLDSMITH: Okay.13 - - -14 (Copeland Capital Management Reps brought in.)15 - - -16 MR. DiFUSCO: Good morning.17 Thank you gentleman for coming in. So18 your Commissioners are Donn Scott, Chairman;19 City Treasurer, Rasheia Johnson; and the First20 Deputy City Controller, Kellan White.21 If you can take 20, 25 minutes, I will22 try to give you hand signals, five-minute23 warning sort of last question. Sure we will24 have questions along the way. Just go through

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1 your strategy, your process and, you know, why2 you think you can add value to the PGW plan.3 MR. BARRETT: Sure. Thank you for the4 opportunity to come in here this morning. I5 guess just brief introductions. My name is6 Chuck Barrett. I head up sales and relationship7 management for Copeland Capital Management.8 MR. GIOVANNIELLO: Mark Giovanniello.9 I'm Chief Investment Officer and lead portfolio

10 manager on small cap strategy.11 MR. BARRETT: Great. In the interest of12 time, we handed out a presentation, maybe tell13 you a little bit about the form Copeland14 Capital.15 We are a local firm. We are based just16 up the road here in Conshohocken. We are17 100 percent employee owned, most members of the18 firm are equity owners. Every member of the19 investment team is an equity owner in the firm.20 We think that's an important part of our firm's21 organizational fabric and culture. I think it22 bleeds into how we manage the strategy as well23 as how we manage the organization.24 We do one thing and one thing only, and

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1 that's dividend growth investing. We do it2 across all capitalization ranges: Large, mid3 small. And even then separately, we do it with4 an international team as well that applies the5 same process to international focus.6 As I said, we are based right up here in7 Conshohocken. We manage about 3 billion in8 assets. We've grown quite a bit over the last9 few years. We've added some key folks to the

10 firm as you can see by the timeline. In 2012,11 we hired Erik Granade a formal global equity CIO12 at Invesco. More recently as the firm has13 grown, added Steve Adams from AMG. More14 recently Sofia Rosala from Aberdeen Funds and15 Anthony Godonis from Aberdeen, as well. As we16 have grown, we have developed a very significant17 operational and compliance infrastructure, as18 well, which we think is a very important part of19 the organization.20 Page 3 tells you a little bit about some21 of the entities we manage money for. We have a22 very diverse client mix across different client23 types as well as across our different24 strategies, or small caps, mid, and all cap. I

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1 can see some large corporate DB plans: Union2 Pacific and Caterpillar to name a few. Some3 large public funds: Pennsylvania Municipal4 Retirement, Chicago Transit Authority to name a5 few as well as some sizeable endowment6 foundation assets. And it's some large7 subsidized mandates with the likes of Russell8 and JP Morgan. So if there are no questions at9 the firm level, we can dive into the philosophy

10 and the process and how that all comes together.11 Does that make sense?12 MR. GIOVANNIELLO: We do layout on Slide13 4 the team, myself as I mentioned, CIO. Lead PM14 on the dividend growth strategy, also covering a15 couple of sectors, healthcare, energy and16 materials. We break up the world by sectors.17 This team is managing all -- each of the18 domestic strategies. And we have had stability.19 We have -- last man hired here was John Cummings20 back in 2014 right out of Haverford. We are21 proud of everyone being an owner in the firm on22 the team, even the young folks and having never23 lost anyone and having nice stability over time24 on the team.

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1 I think that points as well to the2 culture, the entrepreneurial attitude at the3 firm of a small emerging firm, but also one4 willing to share equity with everybody.5 The real differentiator of Copeland is6 that we are solely focused on dividend growth7 investing, as Chuck mentioned. We believe that8 companies that consistently raise their dividend9 every year are most likely to outperform the

10 market with a lot less risk, significant less11 risk. Typically, it's been a large cap12 phenomenon where you probably heard of many13 firms or strategies available in the large cap14 space, big blue chip companies such as Johnson15 and Johnson and IBM and so on, long term16 dividend growers. We are able to find companies17 in the small cap space, emerging companies that18 treat shareholders well, have a business model19 that's conducive to producing cash every single20 year so that they can pay and raise dividend21 every year. As a result, it puts us into a very22 attractive corner of the small cap market.23 If you look on Slide 6, we show the24 typical Efficient Frontier, the brisk reward

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1 equation of where you invest in the market.2 Typically investors are very much expecting as3 you move down market cap, the further smaller4 you get, the more volatility to expect. What we5 have found is that honed in only on dividend6 growers, if you're looking at small cap, that7 diamond land, it actually has a risk profile8 really closer to large mid cap stocks in9 between. So, you are able to get access to high

10 quality companies with greater growth11 opportunities given their size, but not take on12 the substantial risk, what it exists in the13 small cap benchmark.14 If you look on Slide 7, you will see if15 you focus in on the Russell 2000, you will see16 54 percent of the companies in that benchmark do17 not pay the dividend. And most of those18 companies are not earnings companies.19 Development stage, higher risk companies, some20 will succeed of course. There is a huge failure21 rate within small cap companies. If you look22 way over on the right, the S&P 500, one of the23 reasons we believe it's more stable and expected24 to be less volatile is because 73 percent of the

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1 company that actually have that ability to pay2 and raise their dividend every single year. And3 when they raise that dividend signal, the4 strength of their business look down into the5 small cap only 30 percent of the company.6 So, we are able to find companies, if7 you look at the numbers, up in small cap, that8 there are 800 names that have raised their9 dividend at the current time by one year just in

10 the last year. We actually hone in more on the11 three five-year plus div growers or average year12 of dividend growth. Happens to be about nine13 years in the strategy, but the availability is14 broad. You can see there is availability of15 800-plus names, as many or more than you have16 when investing in large and mid cap only17 strategies.18 So in the two points within one, we have19 plenty of names to pick from. But also that our20 benchmark that is more volatile, has a low21 percentage weight in these high quality22 successful companies, cash flow generative23 companies. And so, we are able to differentiate24 dramatically from that more volatile benchmark

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1 but still provide what we think are extremely2 attractive returns. If you look on Slide 8,3 this is going back to the 80s. We asked Ned4 Davis Research, which is research firm well5 known in the industry based up in Boston,6 produces a lot of studies related to dividend7 policy for the market. Most people have seen8 the large cap version of this study. We asked9 them back in 2009/2010 when we started launching

10 these small mid cap strategies, to look at the11 studies they have done for large cap companies12 down market cap. They had never thought of it.13 No one had ever done it. Still today, we think14 we are the only managers out there doing15 investing in this way.16 Ned Davis produces this for us. And you17 can see over time, this is back to the '80s, a18 very attractive premium return profile even19 though if you look at the bottom left, that risk20 profile well below other types of stocks, they21 break up the world by companies that pay a22 dividend, keep it flat or is really modest.23 Companies that, of course, we like that grow24 their dividend and then companies that don't

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1 have a dividend at all or cut their dividend.2 Of course, you know how you can expect companies3 to do that to be highly volatile and be poor4 performers.5 The result in the bottom right, you can6 see upside/downside captures. There are a lot7 of numbers here. But one thing to hone in on is8 the ability to only have 63 percent downside9 capture. This is back to the '80s. It's not

10 the performance of our strategy. But when you11 look at the actual numbers that we have had over12 the last close to nine years running, the small13 cap strategy, they are very similar. Upside14 capture in the '80s, that means when the market15 is up 10 percent, we would hope to be up16 8 percent of that. When the market is down17 10 percent, like it was in October, we would18 expect to hopefully be down only 60 percent of19 that, 6 percent. Actually, in October, we20 outperformed by 4, 500 basis points. The21 Russell 2000 was down 12 percent.22 MR. GOLDSMITH: I was going to ask about23 the statistics, what they would have looked like24 in 2018. You say year-to-date through

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1 September. Would it have been the same dividend2 growers outperforming, or has that not been the3 case until October.4 MR. GIOVANNIELLO: So, we have a slide5 on that.6 MR. BARRETT: On page 33, you will see7 that.8 MR. GIOVANNIELLO: Through September and9 actually for all of 2017 and 2018, there was a

10 very significant headwind against dividend11 growth. So if you look on Slide 33, 2017 small12 cap dividend grows in general were only up 913 percent while the bench was up 15. We, however,14 although we are only in that dividend universe,15 we turn 15 percent. You can see the16 non-dividend payers, the riskier stocks were17 actually up more. That was the year the market18 had a preference because of the low volatility19 requirement and the small returns of the market,20 people gravitate towards those higher risk21 stocks.22 That's fine. We are fine to leave the23 lag a little bit on those big upside moves.24 Non-dividend payers are up 17 percent. Dividend

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1 growers only up 9. We were able to do 152 percent. We will get into why we were able to3 do that. Has to do with our stock selection,4 our quantitative research we do that helps us do5 a better job picking within the dividend growth6 universe to add value. If you asked about 20187 through September, there was also a major8 headwind. Only 7 percent return for dividend9 growers, non-dividend payers up 15. Benchmark

10 up a 11 and a half. We were a little bit ahead.11 Only modestly ahead. That was probably a little12 better than expected when most rapid rises in13 the market.14 We have had years where we outperformed15 in big rallies. In most strong, aggressive16 rallies, we expect a lag a little bit. Now ten17 years into the longest running upturn in the18 market and the economy since 2008 and 2009, we19 think the risk of a rapid rise in the market20 from here to the next three or five years where21 you might be concerned or ten years is very low22 relative to the chance for more modest returns23 or more volatility like we are seeing emerge24 this year in the market in the environment where

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1 dividend growth really shines.2 You can see this year we actually -- we3 were only outperformed a little bit through4 September despite the headwind. But during5 October through this quarter, we are6 outperforming by 400 basis points. Up7 significantly as volatility spiked, the markets8 drew down. We delivered that downside9 protection. I think that's what our clients --

10 Chuck mentioned the client list upfront. That's11 what they appreciate more from us, most from us12 is our predictability. They know we might lag13 in an aggressive rally, but they know in over a14 cycle, we are very likely to outperform with15 less risk. In those tough times when they are16 trying to protect assets of their pension, say,17 they are more like, very likely given that18 downside protection.19 MR. BARRETT: Maybe it makes sense to20 jump back to page 10 and talk about that a21 little bit in terms of how that plays out as22 results in blowups. And I think we will close23 this up and entitled more specifically about the24 process of how we manage money.

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1 Page 10, hopefully is eye opening to2 you. We talked about the universe of dividend3 growers and the small cap space. You can see4 the reason why the benchmarks characteristics5 are so volatiles is that this is going back to6 the early 1990. That 23 percent of all small7 cap, non-dividend payers will underperform the8 benchmark every calendar year by 40 percent or9 more. That's a big number when you contrast

10 that to the five-year dividend growers, that11 drops to only 6. By simply avoiding that group12 of names, we can remove a lot of the volatility.13 Then you flip over to the far right14 side, in terms of the -- that is the opposite by15 outperforming by 40 points or more. Shows you,16 we may miss a couple of home runs by being in17 this universe, but not as many as you might18 think. We will gladly take that trade off. We19 actually did an analysis even yesterday.20 In calendar 2017, there were 137 small21 cap non-dividend -- 175, that underperformed by22 at least 40 points or more. Forty percentage23 points.24 MR. GIOVANNIELLO: Because of what we

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1 did, our history on Slide 11 shows you that year2 to year our presence of blowups in the3 portfolio, you can't miss everyone, is very4 small relative to the benchmark. And that is5 where we get a lot of our added value. There is6 a reason, though. It's not just that these7 companies raise their dividend, they avoid8 blowups. We think companies that have a9 rational recent allocation of their cash flow

10 between investing in the business instead of --11 and paying some back to shareholders are more12 cautious with shareholder capital.13 So, a lot of companies, particularly at14 this point in the cycle, are being very15 aggressive with acquisitions, paying very high16 prices and premiums for acquisitions, leveraging17 up their balance sheet to do so, maybe building18 capacity right at the top of the macro cycle.19 Companies that are required by the board, by the20 shareholders to raise that dividend every year21 need to make decisions in the mindset of, hey,22 will this be cash flow, free cash flow per share23 creative to our business next year so I can24 deliver what is expected to be another dividend

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1 hike. Or else frankly, they are out of their2 jobs. That's the mentality.3 If you raise your dividend and then have4 to cut it after that, that's a tough year in5 future employment as manager. These companies6 are more careful; hence, they avoid the big7 mistakes a lot of companies make.8 MR. DiFUSCO: You mentioned, you know,9 how you did last month when the market turned

10 down. Maybe it was fortuitous that the products11 started, you know, when it did in September of12 '09 after. Have you done any back-testing to13 see how --14 MR. GIOVANNIELLO: Yes.15 MR. DiFUSCO: -- you would have16 performed in '07, '08, early '09? And what did17 that show?18 MR. GIOVANNIELLO: Even to push back a19 little bit, like, when we lunched the strategy,20 that was probably the hardest time to launch the21 strategy from the availability of dividend22 growers and small cap and one side, which was23 still enough to launch and begin a strategy. It24 was also in the middle of big beta rally. Our

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1 relative performance was a headwind, and has2 been a headwind since we launched. Still beaten3 by about 300 basis points a year. We are proud4 of that even though it's been a double digit5 return in market.6 During the 2008 period, you would expect7 that the dividend growth universe as well as our8 model would have significant downside9 protection. So, we would see -- we actually

10 have numbers on those studies. But pretty11 dramatic. We actually had outperformance. We12 had large cap strategy was live. And it did13 beat by 10 percentage points in a down 3814 market. I will tell you that the small cap,15 because they are so far fewer dividend growers16 in that bench, the outperformance was even17 better down market cap.18 MR. DiFUSCO: Thank you.19 MR. GIOVANNIELLO: We even have an20 example in here of another period.21 MR. BARRETT: We do. Page 31 shows the22 most substantial period of a down draft since23 the strategy's been launched. It's pretty24 significant, while it didn't feel like it was

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1 because it was spread over two different2 calendar years. You will see from July '14 to3 February 2016 period, the Russell 2000 was down4 25 percent. We were down half as much. So,5 there have been instances while the market is6 essentially gone straight up since 2009, there7 have been brief windows of pull backs. This one8 that we talked about as well as October where9 the strategy has demonstrated significant

10 downside protection characteristics.11 MR. GIOVANNIELLO: We have talked a lot12 about defense. I'd like to make the point on13 Slide 12/13, where we are actually looking for14 growth companies. Actually, helps us keep up15 more than would expect in conservative defensive16 strategy in the up markets. Most people,17 investors believe that a company that is small18 that is paying dividend is waving the white19 flag. We don't have any good investment20 opportunities. We are paying out on dividend.21 There are certainly some of those22 companies that are high yield, low growth,23 interest rate sensitive even companies. We are24 not that. We are not a dividend yield strategy.

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1 We are looking for companies that pay a modest2 dividend, retain most of their cash flow and3 earnings to reinvest for growth. So, we are4 looking for the subset of our universe of5 dividend growers that have great growth6 opportunities in front of them. That they are7 not just, you know, low GDP type growers, but8 actual have the capacity to raise their dividend9 10 to 20 percent or even more. Our average

10 dividend growth is 15 percent today in11 accelerating as it's been a good year for12 earnings as well as with the tax cut.13 Most of our companies are benefiting14 quite a bit. In a nice pace of dividend growth15 relative to a benchmark of 6, 7 percent dividend16 growth.17 MR. BARRETT: Why don't we just get into18 how.19 MR. GIOVANNIELLO: Sure. Slide 13 shows20 you the premium growth we have relative to the21 benchmark which results in a strategy that most22 dividend managers or small cap are either high23 yelled or deep value. That's not -- we are into24 growth companies with rational conservative

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1 investment in the business to drive future2 dividend growth.3 To Chuck's point, how we pick stocks, we4 talked a lot about the universe and place it5 puts us to win and beat the market. But we also6 have on top of that a great team, a lot of now7 over ten years since 2005, the firm running8 quantitative models and really significant9 research that's been done and invested to figure

10 out which company's of the universe are most11 likely to raise their dividend to outperform and12 which ones are most likely to cut dividend.13 Most important for us are criteria such14 as dividend coverage that cushion between cash15 flow and earnings relative to the dividend being16 paid. As the company raises its dividend ratio17 and the payout ratio is up too high, that18 signals less cushion for downturn in earnings or19 cash flow. So that in the next -- when that20 problem hits, we might have to cut. That is, of21 course, very tough for a stock.22 We are focused in on profitability of23 the companies, the return on investment they24 generate. If you jump to Slide 18, it gives you

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1 a little more of the nature of our quantitative2 process. We show seven different categories of3 what drives, we think, the best dividend growth4 in the future. It's companies that have high5 profitability. They have very healthy balance6 sheets, very little debt. Companies that7 convert earnings into cash, they have high8 quality earnings. You need to have that cash9 flow to produce growing dividend. I mentioned

10 dividend health.11 And we are also looking for companies12 that are consistent over time. Our modeling13 work goes back over a decade. Many of the14 factors that we'll look at how did earnings15 margins, return on investment trend in other16 tougher time periods so that we can tell our17 investors, our clients that every company in our18 strategy, we hope will raise that dividend19 regardless of the macro or competitive20 environment next year. That is where21 fundamental research is focused on ensuring.22 When we start the blocking and tackling23 on Slide 21 is a good place to look. How do we24 pick now within a model that is telling us, hey,

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1 here are the top ranked names in healthcare, how2 do we select one which ones in the top rank3 names? We look for an understanding of how the4 company is producing their cash flow. What is5 their competitive mode on businesses? Is it6 likely to continue in the future? What is the7 growth potential of that industry? And is8 management appropriately attacking that growth9 opportunity by investing in the business?

10 A lot of our names might invest11 80/90 percent of their cash back in the business12 for growth have a modest dividend in 1 to 213 percent and really drive that next three to five14 years of dividend growth when we hope the stock15 price would be a wise investment in new or16 higher return projects. A lot of industries17 aren't conducive to growth. You don't want them18 to invest that much. They should be paying out19 more cash as a dividend or buybacks, returning20 to shareholders. But those are less likely to21 be names we are interested in. We are looking22 for names with great growth opportunities.23 Ultimately, as a team, the analysts team24 needs to forecast, what will dividend growth be

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1 in the future. We think we have a 15 percent2 approximately growth forecast going forward over3 the next three to five years. That could lead4 to a doubling of the dividend, cash flow stream5 in the portfolio over above four to five years6 and, hopefully, a doubling of stock prices if we7 don't make valuation mistakes. We care about8 what we pay. We think we would like to pay9 reasonable price for the growth in the quality

10 of the companies that we are investing in. And11 if we do our job right there, we will get that12 solution of high dividend growth. But also13 while we go, about a 2 percent dividend yield to14 augment our returns.15 Maybe an example makes sense. U.S.16 Physical Therapy is the healthcare guide. It's17 a great story. The physical therapy industry is18 great demographic. I know I am a big customer.19 And it's a business that is -- demands20 consistent growth in volumes over the years.21 Very little macro sensitivity. It's a22 fragmented industry. It's a company that takes23 a 5 percent growing organic business that opens24 new stores with cash flow. Makes a modest size

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1 acquisitions, not huge ones to drive double2 digit sales growth and even better, 15 or so3 percent dividend growth. It's a competitively4 advantage company, strong cash flows, very5 little macro risk. It's really in our sweet6 spot. So if we can have a portfolio of 50 or so7 companies with a bar chart like on twenty-three8 with dividends moving higher, we think the stock9 prices will follow ultimately.

10 Just quick on the sell discipline. We11 think selling as we are when we buy, a name that12 doesn't raise its dividend in any year is out,13 no questions asked. We need to raise that14 dividend. In fact, we track every dividend15 announcement. In fact, we think one of our16 advantages is to focus in on dividend17 information. Others can get it, but they don't18 pay attention.19 The growth companies we own, others own20 it because they're high quality. And that's21 growth prospects. We own them when they raise22 that dividend. And when others don't pay23 attention to it, we have an edge in making our24 decisions. We also look for deterioration in

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1 the model, pay out ratios that are stretched,2 cash flow that isn't covering the dividend and3 rate signals that have problems coming around4 the corner. And that focus makes us better in5 our sell decisions.6 MR. BARRETT: I guess maybe just in7 wrapping things up here, I guess a couple points8 worth mentioning. On page 30, you can look at9 the year-by-year returns of the strategy. I

10 think we did a pretty good job of pointing out11 how the strategy can certainly protect on the12 downside and provide some downside protection.13 You saw that play out in 2015 where the bench14 was down four, we were up five. Year like 201115 where the bench was down four, we were up one.16 But Marc spoke to it. I think it's important to17 highlight, it's not purely a defensive strategy.18 In year like 2013, when the benchmark was up19 38 percent, we were able to outperform, as well.20 We wouldn't expect to outperform in21 every 40 percent return environment, but we can22 deliver to the upside, as well. It's not purely23 a downside protection story. And I think it's24 the consistency of that return patterns that

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1 enable us to generate strong returns, be2 entrusted with the meaningful pulls of capital3 that we have. And we would think that that type4 of predictability would make your life easier.5 Another thing that we wanted to highlight also6 is up front on page 14, we didn't speak to it.7 But obviously, as rates have increased a little8 bit here as of late, who knows what they will do9 in the future, but it certainly is a topic of

10 conversation. I am sure in rooms like this, as11 well as many others are having, what happens in12 a rising rate environment.13 If you look historically, and that's all14 we can look at, historically, small cap dividend15 growth companies have actually been the best16 performing group of small cap stocks during17 periods of rising rates. So, these types of18 companies we spoke to, they are not high19 yielding dividend payers or they are not high20 yielding payers clipping that coupon. They are21 modest yields, high dividend growth throughout22 most of the return from that stock price23 depreciation, that rate of dividend growth24 pulling the stock price higher. These names

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1 don't get traded out at rising rates. People2 don't pull them for the yield. They also tend3 to have a very healthy balance sheets. They are4 not constrained by higher borrowing costs during5 the period of higher rates. We wanted to point6 that out.7 MR. GIOVANNIELLO: Just in summary, I8 think we would like to point out that in hiring9 an active manager, I know everybody is looking

10 for a reason to believe they will drive some11 significant value over a passive benchmark. We12 think we found a solution to hone in on the13 highest quality companies, exclude those that14 are more volatile, more risky, have a lower rate15 of success and derive some consistent outflow16 over time.17 Hope you guys can see that, as well.18 We'd love to work with you. Thanks.19 Are there any questions that we can hit20 on?21 MR. DiFUSCO: You answered mine.22 MR. AMMATURO: You mentioned 3 billion23 assets. Can you comment on the trend of that?24 Is that due to firm size? Is that going to

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1 peak? Where is that?2 MR. BARRETT: We are at peak.3 MR. GIOVANNIELLO: Good trajectory.4 Consistent strategies. Back in '09, we had a5 hundred million. Chuck and I really started6 growing the firm, 2012 we had a billion. I7 think we put it on the chart in 2012, we had8 pretty consistent growth since then.9 MR. AMMATURO: How about the break in

10 between? The institutional, how does that vary11 over the years?12 MR. BARRETT: It's -- our business is13 almost exclusively institutional. We have high14 net worth. We have a mutual fund complex, our15 own. There is roughly 300 million in that.16 It's relative small percentage of our assets.17 MR. AMMATURO: Thanks.18 MR. DiFUSCO: Thank you.19 (Copeland Capital Management presentation ends.)20 - - -21 (Macquarie Firm Reps brought in.)22 MR. CORKRAN: Thank you for having us23 here today. It's real pleasure to have this24 opportunity to present our capabilities with

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1 small cap core. I am going to -- I will start2 off with some brief introductions. And then I'm3 going to hand the discussion over to our4 portfolio manager Frank Morris to really give5 you the sense for how we are doing in small6 core.7 My name is Skip Corkran. I'm a senior8 member of the relationship management team at9 Macquarie. Been at the firm for six years. And

10 I came to Delaware from BlackRock, where I spent11 ten years as a member of their global client12 group. I've been in the industry for about 2613 years, and escaped most of the gray that goes14 along with that number until I grew a beard, and15 then it all came out. I'm probably going to16 shave this off soon.17 On my far right is Shawn Lytle. Shawn18 is the Deputy Global head of Macquarie19 Investment Management. He is our leader. He's20 based here in Philadelphia as a member of21 Macquarie Group's Management Committee and also22 President of the Delaware Fund. Shawn came to23 us in 2015 as President of Delaware Investments,24 which we then branded in Macquarie. And prior

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1 to coming to us, he spent thirteen years at UBS2 where he ran all of UBS' investment management3 business in the Americas. He's a very4 accomplished investment management executive,5 and we are very pleased to have him here. He's6 also a member of the National Association of7 Securities Professionals, and is just coming off8 his year as chair of that organization. And9 also, member of the Sustainable Accounting

10 Standards Board.11 Shawn is here because this mandate is12 important to us and because we feel very13 strongly about the city in which we have our14 home headquarters. So, we wanted to make sure15 that you know that senior eyes are going to be16 on this mandate if we are, in fact, selected.17 Next up is Frank Morris on my right.18 Frank is the Chief Investment Officer for Core19 Equity. He is the leader of the team that would20 manage your portfolio, and is also the portfolio21 manager who is ultimately responsible for the22 performance of this small-cap core product. So,23 the buck stops with Frank.24 And he joined Macquarie in 1997, and has

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1 35 years of experience in the industry. So,2 Frank has seen every type of market you can3 imagine including the Crash of '87, the tech4 bubble inflating and bursting in the '90s, and5 then also the financial crisis in '08. So,6 Frank is the guy you want to have around when7 things are getting dicey in the marketplace.8 My hope is that you come away from this9 presentation with three key takeaways. One is

10 that Frank and his team are highly experienced.11 The team averages over 29 years of investment12 experience in the industry. And that's13 meaningful value add.14 Secondly, the disciplined approach that15 that team employs produces very consistent16 performance results. They are not just inclined17 to perform well in one type of market18 environment. They produced consistent results19 in all types of market environments, both good20 and bad.21 And then finally, there is a culture of22 access in Macquarie that really sets us apart.23 If you become a client of ours and you manage a24 small-cap core portfolio for you, we encourage

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1 you to take advantage of the entirety of the2 firm's capabilities. So, we have teams of3 experts and infrastructure and fixed income,4 real estate. And we encourage our clients,5 whoever -- whatever product they are actually6 using, to take advantage of us and help us help7 you in any way we can. And so, the culture of8 access is real important.9 With that, Shawn, I am going to hand it

10 over to you to give a few comments on the firm.11 MR. LYTLE: Yeah. Have you go to12 Section One behind that pretty black tab. One,13 the firm overview and on page 6.14 Just following on from Skip's last15 comment. I mean, this is an important mandate16 for us because this is our home city. And we17 take a lot of pride in the fact that we are18 based in Philadelphia and have always been based19 in Philadelphia.20 We have been here since 1929. Delaware21 Funds, previously Delaware Investments, was22 named after the Delaware River. And we made a23 firm commitment after Macquarie Investment24 Management purchased the firm almost ten years

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1 ago now that we were going to stay in2 Philadelphia.3 So currently, what we did when I came in4 was to name this as our global headquarters for5 the overall organization here in Philadelphia,6 and we have continued to expand our staff. We7 have moved from a little under 500 staff up to8 550 over the last three years, and continue to9 plan to invest in our home office and our home

10 team here in Philadelphia.11 A key part of that is the equity team12 and equity resources we have here. We trade all13 of our equities not only for the U.S. but14 globally out of Philadelphia. Have a large15 trading desk here as well as have a number of16 different equity boutiques. Frank, being the17 leader of one of our best boutiques that we18 have, equity boutiques we have based here in19 Philadelphia. But we have a number of other20 teams. And that point about delivering a high21 touch client service and customer portfolio is22 important.23 Page 7 and 8, I'll just touch on these24 briefly. You know, page 7 is the commercial,

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1 what you see from every asset management, our2 commercial is this. We are a top 50 global3 asset manager. And we are top 50 global asset4 manager that's actually based in Philadelphia.5 We also very proud of the fact we have6 the 43rd largest mutual fund family in the7 United States. Actually this year, we are8 actually ranked number 23 in term of flows in9 term of mutual funds. There aren't many winners

10 in mutual fund industry. There aren't many11 winners in active management funds in the mutual12 fund industry. Frank's fund, actually, has been13 one of the number one flow funds in this14 category in the United States. And overall, our15 fund family is growing and off the back of very16 strong performance, particularly in our equity17 strategies.18 So, we are very proud of that fact. And19 proud that, you know, we can say there is20 another big fund family here in town rather than21 Vanguard way out in Valley Forge. Other point22 is that we are the world's largest23 infrastructure manager. That gets the point, if24 you go to page number eight, we are running

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1 currently almost $140 billion in infrastructure.2 We are the experts in infrastructure. We3 basically created the asset class.4 We just finished and reopened the5 Goethals Bridge in between here and New York.6 We actually oversaw the construction and7 development of that, and running that for the8 city. We own half of Teterboro Airport. We own9 a lot of other utility and other assets around

10 the United States. And really trying to partner11 with communities and municipalities. And figure12 out how we can do things in a smarter way here13 in the US as well as overseas. That is a big14 emphasis in addition to the traditional equities15 and fixed income that's been our expertise for,16 you know, over 80 years.17 On the equity side, we are running18 95 million in assets under management. It means19 that we are a top manager, but we are not too20 big. This is something very important for us.21 We really do manager our capacity carefully and22 the number of client relationships we have,23 particular with Frank's strategy it's important.24 We are closing down the number of new money we

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1 are taking with mandate because we really do2 manage our capacity. We want to make sure we3 are managing our performance for our existing4 clients. It's very important to us. We have5 done that in a number of areas.6 Key point there is, you will be7 important part of our client base. And8 particularly given you are here in Philadelphia,9 we are big enough to compete with the big

10 players. We are not so big that we lose track11 of our clients and really focus on what's12 important which is performance.13 And on the last page here on page 8, and14 I am very passionate about this, is our15 commitment to Philly. You know, I moved here16 from Boston -- sorry about that -- but moved17 here a couple of years ago after a long stint18 overseas. And I really made this my home. One19 of the key things we wanted to ensure is that we20 are making a big impact on the community. And21 from our standpoint, Delaware Investments was a22 firm that's been here since 1929 when we didn't23 really connect with the community and give back24 to the community in a way that I thought we

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1 needed to.2 As you see, in terms of investing in our3 community, we really stepped it up in terms of4 our engagement with charities here. We are the5 number one sponsor for the Police Athletic6 League, PAL. Also number one sponsor for Girls7 Inc. Now we just raised $140,000 for them8 within an event we did last month. We now come9 in almost over ten yours, $2.1 million to

10 charities around the city. Also, a big sponsor11 of Settlement Music School as well now with the12 Quakers and Girls Inc organizations.13 As part of that, we also recently14 announced we are the prime sponsor on the15 Palestra, the basketball court over at UPenn,16 which gives us not only an opportunity to17 increase or visibility in the community, but18 also ties us into three charitable organizations19 that is part of Penn, especially girls' and20 women's charity there that will be connected and21 be able to do events with them.22 In terms of being a prominent employer,23 we are one of the city's larger employers in24 terms of number of employees. Also important is

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1 faculty just announced we are moving our2 corporate headquarters, staying in the City of3 Philadelphia. We have been at 21st and Market4 since 1987. We are moving to 6th and Market.5 We are going to be right on Independence Plaza.6 We are taking over the Dow Building. We are7 making that our global headquarters. The8 Macquarie name will be on the top of the9 building. And we are going to continue to

10 expand here in Philadelphia. We think it's a11 great place for talent, and particularly for12 young talent, that we are bringing into the13 organization.14 And then finally, from a diversity15 inclusion perspective, we are doing a number of16 things in addition to the charitable work. We17 have been a prime sponsor now for the women's PA18 Conference. We have 60 employees attend that19 conference just a few weeks ago. We also got20 very involved in the Chamber of Commerce and21 also sponsoring diversity and inclusion events22 for the Chamber of Commerce. And John Fry, who23 is actually on our mutual fund board. He is on24 the Delaware mutual fund board, he and I been

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1 partnering on a number of other initiatives to2 make sure we are fully engaging with the Chamber3 of Commerce and with the city.4 Key point is, this is our home. We know5 this is your home. We want to make sure we do a6 great job for the City of Philadelphia, for7 Philadelphia Gas Works. And we will treat this8 mandate with a lot of the care if we are chosen.9 MR. MORRIS: Thank you, Shawn. I will

10 take over from there.11 Pleasure to be here. Thank you for12 inviting us. I am going to talk a little bit13 about the small-cap core product philosophy, our14 process, our people and close a little bit about15 how our performance has been.16 I'm on page 11 behind tab two. You17 know, our philosophy like that, the entire firm18 is that we believe in active management. And19 you know, we believe the markets are inherently20 inefficient. And that we find no greater21 inefficiency than those that exist in small-cap22 space. And I always say, if we are doing our23 job correctly, we are finding a 300/400/50024 million-market cap company and growing with it

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1 over time. We have gotten to it before. It was2 found out. We go to it before it was resurged.3 We invested in it at the beginning of its4 product cycle. And we grow with it over time5 until it becomes a large-cap company.6 We are fortunate the small-cap space has7 a tremendous amount of inefficiencies in it.8 And then the question just becomes how one9 exploits the inefficiencies. For us, how we

10 exploit the inefficiencies is through the11 combination of fundamental research conducted by12 the five-member team I will introduce you to in13 a moment along with quantitative techniques on14 the front end, which help us screen the universe15 down to an acceptable number of names to be able16 to analyze. And on the back end, to get a feel17 for and understand the risk that's inherent in18 the portfolio. So, we want to make sure that19 the there are no unintended consequences from20 the risk point of view within our portfolio.21 You know, the benefits for those that22 are invested with us are listed in bottom of the23 page. We are very disciplined in how we manage24 our client's capital. That's enabled us to

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1 generate good returns. Skip has pointed out, we2 go up and down markets. We have had a very3 stable team of applying consistent process over4 the number of years. We are very consistent in5 terms of our positioning within the small-cap6 core space. And finally, the hallmark of what7 we do is to generate a very high risk adjustment8 return.9 Now, those are nice statements for me to

10 put on the bottom of the page. Let me prove11 them up for you on the next several pages.12 If you turn to page 12, this is a style13 consistency chart, you know. And it shows where14 we've been positioned slightly over 18 years.15 We've been managing this portfolio slightly over16 18 years. What I always say about our portfolio17 is, you can draw a nice circle around us and the18 Russell 2000, and we will always be within that19 circle. Sometimes a little bit on the value20 side, sometimes on the growth side depending on21 where our research is taking us, but never far22 enough to be something not supposed to be.23 Never a small value fund when that is involved.24 Never a mid cap growth fund when that's

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1 involved. We recognize that when you hire us to2 be a small-cap cor manager, that's what you3 expect us to be. You can have a high comfort4 level, we will always be in that small-cap core5 space.6 The team is on the bottom of the page.7 The page is on 13. First thing I always say, I8 apologize for using my high school picture in9 there. And I also then say right after that,

10 that Mike Morris is not related to Frank Morris.11 So just FYI, there is no nepotism.12 The three things I can say really about13 the team are, a lot of experience. Twenty-nine14 years in the business, seventeen with the firm.15 Why is that important? Well, we've all seen16 business cycles. We've all seen more than one17 business cycle. We've grown up following the18 sectors that are listed underneath our names.19 And in many cases, our very well known within20 those sectors and by those companies. And that21 gets to us see the right people, to ask the22 right questions, to ascertain whether a23 particular equity is a good investment for our24 portfolio.

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1 Second thing is, that we are structured.2 We are owners of the process. And so Macquarie3 is structured in a multi-group fashion. We run4 our business and manage our P&L. That's5 important to you from the standpoint of we6 control our resources. We travel where we need7 to go to generate output for this portfolio.8 No offense to Shawn, but when we run a9 research trip, we don't have to run it up the

10 flag pole and say, Shawn, can we go here. We11 merely justify it to ourselves. And what we say12 to ourselves is simply, go to the meeting, come13 back to our investment meetings and tell us what14 you learned, who you saw and why it was15 important to the portfolio, and are there any16 actions that we need to take as a result of that17 meeting. So, a good part of our alpha is18 generated but us controlling our own resources.19 Finally, we are aligned with you. And20 so by design, we are all invested in the21 portfolio. So, we are invested in a variety of22 ways. Either through a direct investment in the23 mutual fund, the portfolio is also in the firms24 401(k) lineup. And then a portion of our

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1 incentive compensation is deferred. And is2 deferred into our own portfolio. We are firm3 believers in eating our own cooking. I don't4 ask anybody on the team how they invested time5 and money. But it's safe to say they told me,6 we are all invested in all three trenches here.7 So, a significant portion of our net worth is8 invested in the success of this strategy. We9 want it to be most closely aligned with those

10 that are invested with us.11 So, experienced owners and aligned with12 our investors.13 On page 14 and 15 shows you a little bit14 about our returns and the consistency of our15 returns. And so on page 14, you will see this16 is rolling one year quarterlies. And measured17 this way, we have outperformed 83 percent of the18 time. We are very consistent in how we generate19 our returns. That roles up to what you see on20 the bottom of the page, the classic chart that21 you see that we have nice upside capture, really22 good downside protection for what's been an23 18-plus year close to 11 percent annualized24 return, 260 basis points better than that of the

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1 index. This is attribute to the research we2 conduct, the construction of the portfolio, and3 the adherence risk within the portfolio that has4 allowed us to generate these type of returns you5 see on this page.6 And then finally, the hallmark of what7 we do is on page 16 and 17. Here we show you8 our risk adjustment returns. We show you since9 inception to drive home the point that no one

10 period is driving these returns. This is what11 we come in every day to do. Pick good stocks,12 generate really good alpha for our clients. Do13 it while taking a lot lower risk than on our14 peers. For what is purely information ratio and15 one which approaches one over a longer period of16 time. This is the hallmark of what is behind17 everything that we are doing with respect to the18 small-cap core portfolio.19 Now, a little bit about our process.20 Can I take you to page 21 right behind Tab 3.21 This is a 30,000 overview of our process. We22 start the morning, every morning, with a screen23 of the Russell 2000. And we are screening for24 three criterias: Valuation, expectation with

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1 Russell growth and quality. Statistical quality2 on how management has invested capital in the3 business. Think of this upfront screen as4 identifying good companies with good business5 models that are relatively inexpensive. This6 helps us take 2000 stock universe and get it7 down to 750 names for us then to do step two,8 fundamental research.9 And on the fundamental research, what

10 the five of us are doing is we are actively11 analyzing the company's balance sheet, cash12 flow, earning stream. We are actively seeing13 the company's to important part of what we do is14 to see the companies that we are invested in.15 And to that end, I always say by virtue of the16 firm's asset size, 250 billion we get a seat at17 the table. By virtue of our experience level,18 we have a seat at the table. By virtue of19 managing our business, we get a seat at the20 table.21 And those meetings are important. They22 are important to the management because they get23 to tell their stories to us. We are asking them24 about, tell us your business stream. Let's talk

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1 about what you see for the future of your2 business and your sector. Let's talk about your3 corporate governance structure. And let's make4 sure that we are in alignment as to how you are5 managing your business, so that's the best6 possible investment for you and our portfolio.7 And then finally, we are all about asking8 ourselves what is the catalyst that we value9 shares of higher fundamentally. We are

10 fortunate again. Small-cap investing, no short11 catalyst.12 One and two for us are about research.13 Three is about portfolio construction. On the14 portfolio construction side, we are all about is15 allowing our stock selection to drop to the16 bottom line. What I always say is, we are not17 wild, crazy, sexy, overweight, underweight with18 respect to sectors. In fact, we are plus or19 minus 2 percent around sectors. What we have20 been able to demonstrate over time is that you21 can generate nice alpha for your clients by just22 picking good stocks. And what we do not want to23 have happen is a misplaced sector call deluding24 our good stock selection.

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1 Think of energy right now. The price of2 crude is corrected sharply, the equities are3 corrected sharply. If you have a massively4 overweight energy, you would have significantly5 underperformed and put your client in front of6 that. It's not to say we won't underperform in7 that sector, which is incumbent upon us to pick8 the best stocks in that area. But we are not so9 overweight that we lose total control of

10 performance of the portfolio.11 So, we are plus or minus 2 not wanting a12 huge stock collection. We do the exact same13 thing on factor analysis to make sure that you14 get a broad distribution of small-cap15 investment. This is end-to-end small-cap16 investment. Lowest market caps in Russell 2000,17 highest market caps. Lowest beta, highest beta.18 That's important from and the standpoint of, you19 know, market rapidly rotates. You will have20 positions within each one of those particular21 segments of the market. My worst client meeting22 is always to come in and say -- my worst client23 to come in and say, hey, we were naked one24 segment. That would have meant we didn't do our

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1 risk adherence right. And so, we benefit from2 being broadly diversified.3 Finally, how do we sell stocks? We sell4 stocks like everybody else. We had success. We5 pat ourselves on the back. We do a little6 dance. We can't raise the price target, time to7 move on. I also give the team extremely high8 marks when we sell a name, when the thesis9 breaks down. You are never right a hundred

10 percent of the time. If we are right a hundred11 percent of the time, we would own a island and12 we'd retire. You can save your clients a lot of13 underperformance by exiting when the thesis is14 different, when it's changed.15 We are always fully invested. Cash is16 less than 5 percent at all times. It's a better17 opportunities portfolio. And finally, we are18 true small-cap portfolio. What I mean by that19 is, if a name grows up and graduates to become a20 large cap name, we will exit that name out of21 the portfolio and start the process all over22 again. What I always say is, you won't see23 Apple in our portfolio saying it still has value24 offset by give the other small-cap technology

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1 companies who maintain our small-cap stripes.2 This is true small-cap, true broad-based,3 small-cap investment.4 That's a 30,000 foot overview. The5 proof is always in the pudding. If I can take6 you back to page 18 you'll see the performance7 numbers. And what you will see in the8 performance numbers, which I always say, blue9 bars are higher than the gray bars, and that's

10 good for us and it's good for our clients.11 We've been very consistent in that regard in12 terms of generating alpha for our clients over a13 number of years.14 As you can see here, a quick thought15 about what's transpired here in the most recent16 correction. True to what I told you earlier17 about preserving capital on the downside, we18 have widened this gap between us and the Russell19 2000. And so the market as corrected, you know,20 at the time we were 135 basis points ahead of21 the index. We are now 165 basis points ahead of22 the index. We have widened the gap by23 preserving capital on the downside.24 Those returns, as I said, come from

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1 stock selection. And that should be everything2 we talk about, stock selection driving our3 return.4 So, let me stop there and sum up by5 saying good philosophy, very strong philosophy,6 really strong people, very transparent process7 that's been able to generate really good returns8 while taking a lot lower risk. Okay. We are9 going to stop there and pass it over to Skip.

10 But before Skip goes, I want to thank you for11 your time. And say that, we really -- would be12 an honor for us to manage this portion of your13 assets. And so, pleased that you brought us in14 to talk to you today.15 Skip.16 MR. CORKRAN: That's the bulk of our17 presentation. I just want to close by saying18 that the three things that make us feel really19 good about Frank's team are hear on page 19.20 And that is the experience that this team has21 under its hood, been consistent results they22 produce in both up and down markets. And the23 fact they are part of the Macquarie team and24 Macquarie is different in that we are highly

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1 committed to the city. And we want to give you2 access to all of our resources and not just3 small-cap core. Thanks again.4 MR. MORRIS: First and foremost,5 small-cap core.6 MR. DiFUSCO: I have questions.7 Rasheia had mentioned you guys are --8 you folks are doing some business with her9 office in terms of managing some short-duration

10 assets. Over time, there has been some limited11 discussion with the Muni plan and you mentioned12 infrastructure earlier. As it relates to your13 fee proposal, how open are you treating, you14 know, money whether it's from the Treasurer's15 Office, whether it's from the City Pension Fund,16 whether from this fund as not commingling it but17 in terms of fee rates or free proposal18 considering that's all City money? We have had19 other managers do that back at break points and20 things faster.21 And so, I am wondering if you folks are22 open to those sorts of discussion?23 MR. LYTLE: We are still under contract24 terms in the Treasurer's Office, and trying to

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1 determine that. Happy to have an open2 discussion about how we can think about this as3 a broad kind of City-driven mandate.4 MR. DiFUSCO: Yeah.5 MR. LYTLE: And what that means.6 MR. DiFUSCO: Yeah.7 MR. LYTLE: Between the different8 strategies. From my standpoint, we see this as9 managing -- having a relationship with the City.

10 We have to figure that out between fixed income11 side versus the equity side. We can do that.12 MR. DiFUSCO: Thank you.13 MR. LYTLE: Sure.14 CHAIRMAN SCOTT: Thank you.15 MS. JOHNSON: Thank you.16 (Macquarie presentation ends.)17 - - -18 (Matarin Capital Reps brought in.)19 MR. DiFUSCO: Thank you for coming in.20 We appreciate it. You have met everyone. The21 three Commissioners are your primary audience22 today along with PFM and myself. If you can23 take about 20, 25 minutes, I will kind of give24 you the five-minute warning. Really talk about

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1 the process, the strategy, how you can add2 outlook to the portfolio. And we will3 definitely have questions for you along the way.4 Thank you again for coming in.5 MS. COTTON: I'm Marta Cotton. Good6 morning. Principal at Matarin. I'm Director of7 Client Development. And joining me Nili8 Gilbert, one of our partners who is Matarin9 cofounder. Nili is one of Matarin's cofounders

10 and portfolio managers, as well. And nice to11 have a sunny day in Philadelphia. I always12 enjoy coming back here. My husband was born13 here. And in fact my mother-in-law, I don't14 know if I can point the right direction, she was15 born and raised 18th between Walnut and16 Chestnut. And she used to tell me stories about17 roller skating in Rittenhouse Square, I18 remember. So, it's nice to be here.19 And about Matarin, we are an20 eight-year-old firm. We have an investment team21 that's also worked together for a number of22 years even before starting Matarin.23 If you turn to page 2 in the book, looks24 like some of you got there already, you can see

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1 a picture of our team. We are a hundred percent2 employee-owned firm, a through investment3 boutique, as well. Five of us are equity4 owners. So, ownership is already broad, and we5 intend to broaden it further over time. And as6 you can see today and in the photo, we are a7 diverse firm and we are a certified women-owned8 firm.9 We also believe in diversity broadly.

10 We believe in it in race and in gender, but also11 diversity in thought, diversity in opinion. And12 we actually think that all that diversity13 together is what helps make us good investors.14 We all came from large firms. People15 often ask us, why would you leave such firms,16 you know, to start a firm like Matarin or join a17 firm like Matarin from scratch. In hindsight,18 it was probably a risky thing for so many of us19 to do. But the fact is that we all really20 wanted to work at a firm that we could really be21 proud of and get excited to wake up every day22 and represent and that truly put its clients23 interest first above the firm's own interest.24 And large firms, as you know, they can be a bit

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1 siloed. There is no one group that is2 responsible for the entire client's investment3 experience. And we felt it important to be able4 to manage all those elements of a client's5 investment experience and make sure that we are6 not going to be a firm that's focused on its own7 pocketbook ahead of the interest of pensioners8 who put their trust in a firm. And we really9 wanted Matarin to be different in that fashion.

10 We have some core tenets or principles11 at Matarin. We will only offer strategies that12 can deliver a value for clients net of fees. We13 will close stratagems, this is really important,14 and add levels before transaction costs erode or15 turns our client. It's very important to us.16 We won't use soft dollars because that tends to17 lead clients to pay more.18 These elements are driving principles19 for us. We are very proud at Matarin that we20 really believe we have got a firm that we built21 over those almost eight years now that have22 succeeded in putting its client's interest23 first.24 If you flip over to page 3, see a little

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1 bit in a picture about the kind of growth2 trajectory we have. We started Matarin with our3 own capital. And we seed its strategies with4 our own money. In fact, this small-cap strategy5 was started in January of 2011 with just one and6 a half million dollars from the IRA of Valerie7 Malter, our managing principal. And by the way,8 the first time we ever submitted an RFP to the9 City of Philadelphia, which was back in 2013, we

10 had firm assets of 160 million. At Matarin,11 every year since inception, we've grown our12 assets and our clients each year over the year13 before, and we are proud of that. And in less14 than eight years, as of the end of this third15 quarter that just ended, we have firm assets of16 $1.6 billion from that standing start of $1.517 million just from Valerie almost eight years18 ago.19 And the strategy we are talking about20 today, the small-cap strategy has most of those21 assets, 1.3 billion and 24 institutional22 investments from clients, client accounts. And23 our whole firm has about 32 institutional24 clients in total. Most of them are in the

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1 strategy. And if we think about the makeup of2 the client base that we have, we are very proud3 we have a number of public plans as clients. In4 fact, four of the five largest clients in our5 strategy are large state public plans. And we6 also have a number of city and county plans, as7 well. So, we know what it's like to work with8 clients similar to you. We know the kind of9 environment, the transparency under which you

10 operate, the risk you take in hiring managers,11 it's something we are very familiar with.12 Our primary goal is to deliver above13 benchmark risk adjusted returns. And we don't14 want to be the kind of manager you see with15 these high highs and these low lows that make16 the client experience really painful. So, we17 are quite focused on risk controls so we can18 deliver the highest possible level of returns19 while still managing the risk appropriately.20 If you flip forward to page 14 and 15,21 share a little bit with you about the kind of22 performance we have had since inception. And23 also, the performance relative to the almost 60024 strategies in the whole Evestment small-cap

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1 universe, which is on the following page. We2 are pleased we have done quite well for our3 clients in the time we have been managing the4 strategy. In the seven and three-quarter years5 since inception, we outperformed the Russell6 2000 index by an annualized 2.1 percent. And7 that strong excess return performance ranks in8 the top 22 percent. You can see some of those9 rankings on the bar chart on the next page.

10 That means, we beat 78 percent of other11 small-cap managers in delivering excess returns12 over that time period since inception. But13 really importantly, our risk adjusted returns14 are worth mention.15 We rank in the top 14 percent for16 information ratio. That is important risk17 adjusted returns. Which means we outperformed18 80 percent of those other managers. We are19 doing a good job in meeting investment20 objectives for our clients. But I mentioned21 risk controls and trying to keep those lows from22 reading too low. You can see in the measure of23 downside capture, that we outperformed in down24 markets. So there importantly, we rank in the

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1 top 17 percent of all those 600 small-cap2 strategies, beating 83 percent of them.3 But I'd be remiss if I didn't mention4 our most recent performance. You can see it has5 not been as strong as the full since inception6 seven and three-quarter year's track record.7 And we all know that all managers have periods8 of outperformance and periods of9 underperformance. And we happen to have

10 experienced the latter more recently since the11 first quarter of last year, but that follows a12 period of five years where we had really strong13 outperformance. So actually, we think it could14 be a really interesting and good time to15 potentially invest with Matarin. The16 environments that have given us the headwinds17 since last year, these our environments that do18 tend to revert.19 And we happen to have some new clients20 that think so, too. Some investors have21 recently given us some new mandates, which is22 very exciting even following the period of23 underperformance. Giving us their vote of24 confidence. Three new clients just in the last

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1 few months. One of those is 125 million-dollar2 mandate from LACERA, which is the $56 billion3 Los Angeles County Employees Require4 Association. That was quite gratifying, as5 well.6 I will turn it over to Nili to share7 with you a little bit more about our team's8 background, how we manage portfolios and to put9 that performance into context.

10 MS. GILBERT: Hi, everyone. As Marta11 said, I'm a cofounder and portfolio manager of12 Matarin. It's great to be here with you today.13 Actually, the last time I was in Philly, I was14 with our clients at the labor union in15 Norristown just outside of the city. The local16 union is a small-cap client of ours. And I had17 a chance to go out and volunteer with their18 union members for the day and their community.19 Marta mentioned how important our clients are to20 us. And for us, that means remembering the end21 beneficiaries of our work whether it's union22 members, city workers in addition to the23 trustees and investment team members that we24 have the chance to engage with.

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1 In any case, the origins of our2 investment process at Matarin actually go all3 the way back to 1980 at a firm called Chancellor4 Capital Management, which was even before that5 Citi Bank Asset Management. It's fund out of6 Citibank. Part of why we believe in Matarin's7 investment philosophy so strongly is because8 it's actually been adding value for9 institutional clients like yourselves for

10 over -- almost 40 years now.11 My cofounder and fellow portfolio12 managers Stuart Kaye joined that group in 1994.13 And he was in the chief investment officer role14 when he recruited me out of Columbia business15 school in 2003 to join his team, and recruited16 our fellow portfolio manager Ralph in 1999.17 Sos, we have been working together managing18 strategies similar to these for a very long19 time. As a matter of fact, our group at20 Chancellor, was ultimately inquired by Investo,21 was managing over $25 billion in assets at the22 time that we all spun out to fund Matarin. It23 was in 2010 when Stuart, our cofounder Valerie24 and I started up the firm.

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1 Our experience of working for very large2 firms as Marta mentioned over time just gave us3 the feeling that we could do better for our4 clients at the end of the day. We had all been5 portfolio managers. And we were proud of the6 alpha, the returns that we were able to generate7 for our clients. But we just felt like there is8 so much more that matters for your well being9 than just the returns. So, Marta mentioned the

10 type of policies that we have put in place to be11 able to ensure and strengthen those outcomes.12 So with that, let me just move into a13 discussion of our investment philosophy and14 process which, as I mentioned, does draw on15 several decades of work. I am turning to page 416 in the book which describes our philosophy at a17 high level.18 Matarin's investment philosophy about19 why we believe we can beat the markets as active20 managers at all is essentially that we see the21 stock markets as being inefficient in the22 intermediate term. Actually, the thing that we23 believe creates most of these inefficiencies is24 investor's emotions. When you see things like

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1 fear come into the market, for example, lately2 or greed, sometimes investors egos come into3 play or things happen that just cause them to4 forget to stick to their knitting. When those5 things start to happen, you can see stock prices6 move pretty far away from what we would call7 their long term fair value.8 And so, what we do is we first start9 with ideas that we hope are insightful and

10 creative about what will drive the stock's fair11 values over to long run. And then we find ways12 to quantity those insights so that we can13 implement them in the stock market14 systematically. And what being systematic15 means, is that we are able to get our own16 emotions and biases out of the way when we are17 making these investment decisions so that when18 the emotional dislocations happen, that we are19 able to take the other side of those trades.20 In fact, oftentimes we will be making21 investment decisions that other investors might22 find uncomfortable. So, we say we tend to be23 contrarian in our style of investing at times.24 We actually believe that it's kind of hard to

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1 get paid in the markets for making the most2 comfortable decisions. If it's something that3 is really obvious or, you know, really easy to4 do, it's probably already reflected in the5 price. Other investors have already made the6 comfortable decisions. It's hard to get paid7 for them.8 What this has meant for our clients'9 portfolios over time is that we tend to offer a

10 differentiated pattern of returns, especially at11 emotional turning points in the markets. I12 always like it when Marta says that our13 performance tends to zig when others zag. That14 is really by design.15 If you move forward two slides to page16 6, here you will see a description of the types17 of stocks we like to buy and hold in our18 portfolio. In a nutshell, we want to be buying19 good businesses that are trading at inexpensive20 valuations or prices with shareholder friendly21 leadership, that's our people concept. And then22 finally, we want to see evidence of some23 short-term catalyst for outperformance.24 On the other hand, if a stock's business

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1 starts to deteriorate or if its price gets more2 and more expensive as we are holding it, or if3 the leadership starts making poor business4 decisions or the short-term catalyst breakdown,5 that is when we would make a decision to sell a6 stock out of the portfolio that we have been7 holding.8 Since inception, all four of these9 concepts have added value for our clients'

10 portfolios as we would hope. And another thing11 that's interesting about the way that we think12 about this design, is that all four of the13 concepts don't always do well at the same time.14 We are hoping if it's an environment that, say,15 very good for business, that maybe there is16 another concept that's less favor. But there is17 always something in the portfolio helping to18 support returns.19 So for example, in the more recent20 period 2017 and 2018, until this recent market21 turn, one thing that we have seen is that very22 high momentum stocks, think of your high flying23 tech stocks or biotech stocks, have been very24 well rewarded. And so, our catalyst concept

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1 that focuses on the shorter term drivers of2 performance has been the strongest performer in3 the portfolio. But on the other hand, the4 market has not been focusing on whether stocks5 are trading at very high prices. So, expensive6 stocks have also been very well rewarded. And7 so, the price concept that focuses on valuation8 has underperformed. And it's actually that9 price concept that describes the negative

10 performance that you have seen in the portfolio11 during those two years.12 So, I also wanted to say about the13 process, that it's really not one size fits all.14 When it comes to individual names, we're really15 thinking about what makes different types of16 stocks trade differently. We wouldn't want to17 forecast the price of a biotech stock that's18 more speculative, thinking about its future19 product its future business the same way we want20 to forecast the price of a local utility.21 For biotech stocks, it's actually the22 price momentum that matters more and the current23 business fundamentals that matter less.24 Whereas, for utilities, the current business

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1 fundamentals matter a lot.2 MR. DiFUSCO: Can I ask a quick question3 on the valuations piece you mentioned?4 MS. GILBERT: Yes.5 MR. DiFUSCO: You talk about valuation,6 looking for inexpensive. Are you talking about7 compared to historical norms or compared to the8 environment you are in where, hypothetically9 say, everything in quotes is overvalued. And

10 so, you are looking for something cheaper11 relative to what is going on at the moment. Are12 you looking more at something cheaper relative13 to historical norms?14 MS. GILBERT: We are looking for stocks15 that are cheap relative to their peers16 currently. And when we think about valuation,17 we really want to get a robust picture of how18 stocks are being valued. So, we are looking at19 how it's valued relative to peers in its20 subindustry, relative to peers in its sector,21 and then relative to the entire investable22 universe for small-caps. This gives us a pretty23 clear picture of the current valuation.24 When we think about valuation over time,

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1 we also do look at whether how value has been2 performing recently. Because if you are in an3 environment where currently, as I was saying,4 expensive stocks have just been getting more and5 more and more expensive, there comes a time when6 that is going to stop. And it's actually7 attractive to focus on valuation a lot more in8 your process. But when we do that, we want to9 adjust the amount of emphasis that we are

10 putting on valuation for all of the stocks in11 the portfolio at once.12 MR. DiFUSCO: Thank you.13 MS. GILBERT: We'll just pause to see if14 there are any other questions before I move off15 of the discussion of how we pick stocks?16 So in that case, I would like to talk17 about how we put it all together. Moving to18 slide nine, which is appropriately entitled19 "Putting It All Together."20 Once we have got returns forecast for21 every stock in our investable universe and22 because of how we systemized our thinking, we23 are actually able to come up with fresh forecast24 for every stock, over 1800 small-caps stocks

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1 every single day. So once we have got these2 return forecasts, our portfolio construction3 process wants to combine information about the4 expected returns along with information about5 the risks of the stocks, along with information6 about how much it's going to cost to actually7 trade. As Marta mentioned, risk management is a8 very important part of our process.9 Essentially, the way that we think about

10 it is in terms of what we call risk budget.11 What we want to do when we are taking risk12 relative to our benchmark, is to spend our risk13 budget in the area where we think we have the14 most skill. And for us, that is picking stocks.15 So what that means is that we don't want to16 spend our risk budget on taking big bets in17 sectors as compared to the benchmark or big bets18 about macroeconomic risks, like, we wouldn't19 want to have a portfolio that has a lot of20 interest rate sensitivity as compared to your21 benchmark or oil price sensitivity. What we22 really want to do is create a process that23 allows us to focus just on our pure stock24 picking ability alone.

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1 And then the third part, the transaction2 cost forecasts are really important especially3 in the small-cap space. Believe it or not, we4 have seen some situations where managers have5 spent 2 to 3 percent per year on trading costs6 alone, and that comes directly out of the7 returns that you are able to use to pay8 benefits. So, we forecast how much is going to9 cost to trade every stock, and won't make a

10 trade if the expected cost of the trade is more11 than the expected return that we think we can12 pick up from doing the trade.13 We put all of these elements together14 into what we call an optimizer, which is15 basically just you can think of it, I do, as a16 really big calculator that helps us to solve for17 all of these problems at once. Even though we18 love math at Matarin, it's more than we would be19 able to keep track of in our heads. And at the20 end of the day, what this results in is a21 portfolio that tends to have about 170 stocks on22 average, and is very diversified by sector.23 This process, as we said, has led to24 returns for our investors since inception. And

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1 hopefully, also going forward.2 Any questions about the putting it all3 together piece or anything else that I said4 about the investment process?5 If not, I will pass it on to Marta to6 conclude.7 MS. COTTON: Hopefully, we have been8 able to share with you a little bit about how9 this process comes together. It's this blend of

10 fundamental and quantitative. We think of it as11 the best of both worlds, actually. It's how do12 you take that best fundamental thinking that we13 have, and we just happen to use these rigorous14 and systematic tools to express the best and15 fundamental thinking. And our edge is the way16 in which we are able to put those together17 successfully.18 You have heard about the common sense19 risk controls that we have that let's us focus20 on the area that is our greatest area of skill,21 which is that stock selection. The process is22 disciplined. It's repeatable. It's added23 significant value for clients. We believe in24 putting our clients interests first. We believe

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1 in fair and client-friendly fees. And again,2 closing the strategy at an appropriate level3 that's in the best interest of our clients,4 something we feel extremely strongly about.5 And we are actually not that far away,6 as it turns out in terms of small-cap at this7 point in time. So, our incentives are firmly8 aligned with yours, as well. We believe in, you9 know, eating our own cooking. And if you put

10 your trust in us, we will work very hard for11 you. You will really get a true long-term12 partner. And we commit to coming back whenever13 you would like us to, to talk about the14 portfolio.15 We commit to open clear transparent16 communication as well with PFM. And we would17 really be honored to work in service of PGW and18 the City if you would select us.19 MR. DiFUSCO: I just had one additional20 question. Commissioners may, as well. Did --21 you mentioned that the bulk of your assets are22 in this strategy. I least one of you or both23 said about 1.3 or 1.6.24 MS. COTTON: Correct.

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1 MR. DiFUSCO: Do you consider that firm2 risk or is there a concern about, you know, if3 there is an issue with this particular strategy,4 it causes stress on the entire firm? Are you5 looking to, you know, expand capital in other6 strategies?7 If I'm not phrasing it right, hopefully8 you --9 MS. COTTON: I know what you mean.

10 Sure, Chris. So briefly, the other strategies11 just so you know what they are, we have a U.S.12 large-cap strategy. That is actually done13 exceptionally well versus a thousand strategies14 out there. It's in the fifth percentile for15 those risk adjusted returns that I mentioned.16 And so, obviously, large cap has had some17 headwinds. But we still are optimistic in18 growing assets in that strategy.19 We also have a micro cap strategy which20 is very new, actually, which has seen new21 investments in it just in the last few months.22 We want to be prudent and thoughtful about the23 kind of strategies that we do offer. We have24 been approached, actually, to begin some very

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1 strategies that we chose not to do because we2 didn't think we could deliver them in the best3 way for our clients. We talk all the time about4 other strategies. We are working on some other5 ideas potentially. It is something we will6 always approach in a really thoughtful way.7 MR. DiFUSCO: Thank you.8 MS. COTTON: Just to add to your9 question in terms of how we think about it in

10 terms of business risk. It's something we do11 talk about. The way that we think about the12 business risk, is we want to be able to manage13 volatility whether in the markets or possibly,14 hopefully, not in clients while keeping the --15 being able to always cover the firm's costs.16 When it comes to business risks, one of17 the things that you see too often is that firms18 kind of scale up their costs as they grow and19 the markets are rising or when their strategy is20 in favor. And then when things go out of favor,21 it's hard to continue to cover those costs. And22 so, we have been so diligent in thinking about23 how we manage our financing ever since we24 founded the firm. I think it's also a byproduct

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1 of being 100 percent management owned. We are2 not spending somebody else's money. And so,3 that -- from a business perspective, that's how4 we think about being able to stick it out for5 the long run.6 You may also be interested to hear that7 when we founded the firm, we set a commitment to8 hopefully build an entity that can last even9 beyond its founder. We are thinking a great

10 deal about longevity at Matarin.11 MR. AMMATURO: How much of that 1.612 billion is with emerging manager programs as13 opposed to directly plan sponsored?14 MS. COTTON: So, we feel very fortunate15 to have a number of accounts, especially early16 on, to come from those emerging manager17 programs. We always say we really wouldn't be18 here without them. They are very important.19 Who is going to give you money at the 18-month20 mark when you really don't have any. But in21 addition to having grown with the benefit of22 those programs, then as our track record got23 long enough and our assets grew, we started24 meeting the criteria for various RFPs and being

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1 invited to finals and then winning some along2 the way.3 Eight of our last ten clients, new4 clients, have been direct mandates such that the5 overall split from the firm has really moved,6 frankly, in a nice way for a firm like ours to7 have in its life cycle development. That split8 now is 70/30. Seventy percent is direct and9 30 percent from those emerging manager programs.

10 MR. AMMATURO: Thanks.11 CHAIRMAN SCOTT: Thank you.12 MS. JOHNSON: Thank you.13 (Matarin Firm presentation concludes.)14 - - -15 MR. GOLDSMITH: Well, you know, looking16 at all that, I think there was some questions in17 between Macquarie and Matarin. There was some18 discussions about ownership I overhead a little19 bit. You know, in looking at the data,20 performance data we have in front of us, what we21 just heard from all three managers and the fee22 proposals they are in, I find it hard to make a23 case against Copeland, especially you know, if24 we are going down the road of, you know, one

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1 manager, one index.2 You know, I think they -- we look at3 firm characteristics, employee owned. And more4 so than that, every member of the investment5 team is an owner even, you know, their quant6 analyst who is graduate from college in 2014. I7 assume that some element of his compensation is8 being awarded equity in the firm. The nature of9 their, I guess -- the philosophy is reflected in

10 the nature of their performance in that they11 have exhibited not just in what they showed12 here, but in the book. If you flip ahead to13 this page -- I don't think it's a page number on14 it, but it's labeled Historical Statistics.15 You know, it covers -- it features a16 number of metrics that are all over their books.17 Here is nice place where you can look at it all18 at once. There is number of applicable19 statistics on here.20 MR. DiFUSCO: It's behind the PFM memo.21 The last page or two of the --22 MR. GOLDSMITH: Right. Before the23 Copeland -- start of the Copeland book. This is24 all -- these are the composites of all the

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1 managers over the same period. You know, all2 ending September 30. You know, some3 similarities. Think all managers probably noted4 this, the last year and a half or last seven5 quarters leading up to this point were not the6 best environment for the types of strategies7 they were running. You know that being said,8 you know, across all the periods here and flips9 on the ten years, well -- Copeland hasn't been

10 around for ten years, neither has Matarin.11 But you know, downmarket capture, the12 fourth column from the right. Copeland is very13 consistently far below the other managers. It14 tends to lag in the upmarket. All these things,15 again, pair very closely with what they said in16 their presentation. Alongside that, I think17 they got the lowest correlations with the18 benchmark. And the source of their -- if you19 look over the alpha, it's non-benchmark20 positions that are driving, you know, their21 return. Not non-benchmark, but excess, you22 know, alpha well above the other two managers.23 At the same time, I think interesting to24 note that their standard deviation is if not

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1 always frequently, the lowest across all2 periods. You know, these are things that point3 to, I want to say, defensively minded but also4 able to find that alpha in the small-cap5 universe. I think that flushes with our6 philosophy when it comes to total portfolio7 construction. At the same time, they run the8 most concentrated strategy within the lowest9 turnover. You know, 40 holdings or so. You

10 know, 30 to 40 to 50 holdings at any various11 times. That type of strategy would pair well12 with an index. You have got your broad13 benchmark exposure, then a much more14 concentrated portfolio.15 So again -- and then lastly, I will add16 in the fees were significantly lower. I mean,17 they are starting with the 20-plus basis point18 head start.19 CHAIRMAN SCOTT: So, their dividend20 growth philosophy, is that unique?21 MR. GOLDSMITH: Within these three22 managers, I would say it certainly is. I don't23 think it's unique to the overall universe of24 investment managers. I don't want to call it a

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1 sub-bucket like value or growth. I would call2 it a philosophy that some managers have, you3 know, chosen to make their prevailing strategy.4 You know, we at PFM have utilized discretionary5 accounts, dividend growth managers in the large6 cap space. I think that's typically where it's7 most prevalent. It's not entirely unique in the8 small-cap space.9 I think it requires, just like any

10 management small-cap or large-cap, it requires11 more work to do. There are more names to cover.12 They alluded to that in their presentation with13 the numbers.14 MR. AMMATURO: I think that's right. I15 think you see much more large-cap dividend16 paying managers out there. You would think a17 smaller size company needs to reinvest back in18 the business to make the business sustainable19 where it can grow and to be a mid-cap company,20 et cetera.21 I wouldn't say it's 100 percent unique.22 But you want to see more dividend, high dividend23 stretch in the large-cap space than small-cap.24 CHAIRMAN SCOTT: The concept, I think,

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1 Copeland was also employee owned; is that2 correct?3 MR. GOLDSMITH: Yeah.4 CHAIRMAN SCOTT: How do you evaluate the5 risk of that type of ownership versus that --6 the larger firm we interview?7 MR. GOLDSMITH: I think the risk to8 employee-owned firms, you know, broadly9 speaking, could be key man risk where one person

10 owns the majority of the equity or the process11 is overly rely on that one person. We don't12 have those issues with either of these13 employee-owned firms.14 You know, the bigger risk I think would15 be that of acquisition, which is not always a16 negative risk necessarily. But things can17 change. We heard, I think, Matarin talk about,18 you know, I think they all sort of moved away19 from those types of firms to specifically run20 the strategy and run the firm they way that they21 wanted to. I don't want to say the would go and22 sell to a large financial conglomerate. But you23 know, the performance is strong. Anything can24 happen in the investment management phase.

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1 A change to culture could occur in that2 instance. Again, this is purely hypothetical.3 These are things that just my happen.4 MR. AMMATURO: It's a net positive. We5 look for employee-owned firms. We look for6 portfolio managers, employee management7 ownership take in the firm. Interests are8 aligned with your interests. And that's one of9 the things we look for.

10 MR. GOLDSMITH: You know, on the11 flipside, Macquarie, they are certainly12 performance-based salary compensation schedule,13 you heard them. They also -- when -- we have14 our own P&L for just this strategy. That is a15 little interesting to hear. You don't always16 hear that with the large firms.17 I think they take -- his success in18 Macquarie is relying on the profitability of19 that strategy. One that comes from performance20 but also, you know, keeping expenses I think. I21 thought it was interesting. But certainly,22 that's an Australian-owned large, large firm in23 the long run.24 CHAIRMAN SCOTT: Understood what you

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1 said --2 MS. JOHNSON: I was just looking at for3 those small-cap space, had three firms here4 today at three varying sizes. And I guess from5 your -- I just want to hear from your6 perspective kind of the -- not saying which one7 of these firms you think, but kind of just8 upsides do you need a large Delaware Macquarie9 firm to be successful in this space? Or do, you

10 know -- or a Copeland which is very different11 from Matarin firm.12 So, just kind of want to get your13 perspective of that because these are three14 various sizes of firms.15 CHAIRMAN SCOTT: Let me ask.16 MR. AMMATURO: That's a good question.17 CHAIRMAN SCOTT: One was 1.3 billion,18 another was 3 billion and another one was what,19 150?20 MR. GOLDSMITH: So 1.6, 3 and several21 hundreds.22 MS. JOHNSON: When it comes to equities23 probably --24 MR. GOLDSMITH: 90 billion maybe in

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1 equities Macquarie.2 MR. DiFUSCO: Yeah, that's right.3 MR. AMMATURO: I think there's been4 proof statements out there that the emerging5 firms have been able to outperform the6 mainstream managers. That's not across the7 board, obviously. But there is proof statements8 out there that small boutiques have been able to9 add incremental return.

10 I don't think you're dealing with11 emerging firms here that are like 500 million,12 600 million that are really business risk. I13 don't think PGW is entering down the roads of14 business risk by investing with one of these15 boutiques. I think especially Copeland is past16 that hurdle of $3 million.17 So, you -- I don't think you can really18 go wrong. Because I think either shop in terms19 of the first two managers, to your point20 Rasheia, can't get much different. You are21 going from a boutique lean organization to a top22 hundred global manager. So at the end of the23 day, the performance is right on top of each24 other.

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1 MS. JOHNSON: Right. Their returns each2 year over year.3 MR. AMMATURO: Is fairly consistent.4 It's more your appetite for that boutique lean5 organization or the multinational top 50 asset6 manager. Kind of what are you more comfortable7 with as a commission. We at PFM favor the8 boutique that is employee-owned that has skin in9 the game. But we presented all these firms

10 because we are comfortable with all of them.11 MS. JOHNSON: Fair enough.12 MR. WHITE: Boutique sells 5513 significantly cheaper fee.14 MR. DiFUSCO: Right.15 MR. GOLDSMITH: What's shown here, take16 away 20 basis points from the other two. These17 are growths.18 MR. AMMATURO: That's a good point. If19 they are right on top of each other, that means20 Copeland outperformed by 25 basis points.21 MR. GOLDSMITH: Like 57 I think.22 MR. DiFUSCO: Yeah. I approximated23 because it depends on the exact break.24 CHAIRMAN SCOTT: So, the firm that --

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1 the City of Philadelphia is looking at one of2 these firms or has a relationship with one of3 them?4 MS. JOHNSON: We are contracting with5 Delaware Investments, Macquarie or whatever they6 are calling themselves.7 CHAIRMAN SCOTT: The question that8 Christopher asked relative to the9 competitiveness of their fees, is it -- that's

10 still in the discussion phase in terms of their11 fee structure? Or is that etched?12 MS. JOHNSON: Our fee structure with13 them is etched. And either they're going to14 sign it or they are not. Everything is15 negotiable.16 MR. DiFUSCO: I like how you negotiate.17 Sign it or leave.18 MS. JOHNSON: We gave them best and19 final, and then I followed up. Because on our20 investment manager side, we had very small edge.21 We had about $3 billion in assets for the City22 that we have with managers. Again, very short23 term. But I think we had about five active24 managers. And we had no -- we wanted to do

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1 something differently. So, we went up for RFP.2 And we retained most if not all of our managers,3 but then added additional four or five.4 Everyone is not going to get money from the5 offset, but we negotiated with them.6 They came up with their best and final7 offer. We'd like to contract with you, but can8 you move here, there. They agreed. Now it's9 with the Law Department and their compliance and

10 kind of going back and forth. But the fees are11 solid.12 CHAIRMAN SCOTT: Okay. Copeland13 relative to their diversity philosophy, how -- I14 can't recall.15 MR. GOLDSMITH: Here are the numbers. I16 don't know if there was an explicit diversity17 philosophy. We talking diversity of employees18 or diversification --19 CHAIRMAN SCOTT: Yeah, employees.20 MS. JOHNSON: Employees.21 MR. DiFUSCO: A quarter of investment22 professionals are minority, 18 percent of the23 executives in C-suite positions are female or24 minority. And employees as a whole, 22 percent

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1 each female minority, 11 percent ownership by2 female minority. Numbers, I would say, slightly3 higher depending on how you would break it down4 for Delaware. Although, I don't know if it's5 leaps and bounds of -- and then Matarin,6 obviously, is smaller. Shop only total7 employees. But over half women. And of the8 five women, two are Hispanic, one is9 African-American. The Hispanic women are both

10 considered executive or C-Suite. Then11 African-American you know, is pretty much12 running strategy on the investment team.13 CHAIRMAN SCOTT: PFM, you guys are14 recommending Copeland?15 MR. GOLDSMITH: I think, like I we said,16 we came in today with -- standing behind all17 these managers. When you look at purely -- you18 heard the stories of philosophies. You know,19 regardless of whether you favor one or the20 other, assuming you stand behind all of those21 roughly equally, you look at historical22 performance in certain market periods.23 I think Copeland stands out just based24 on purity to some extent. Even you can see that

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1 all managers performed generally well. I think2 when you apply the fees, it makes it a clear3 decisions -- well, a clearer decision I would4 say.5 MR. AMMATURO: Macquarie, they would be6 willing to talk fees with you, did they not7 Chris at the end? You asked point blank. Said,8 we are willing to talk. Not sure how much9 wiggle room there is.

10 MR. DiFUSCO: Yeah. They would -- I11 guess my -- would they come down 30 basis points12 maybe, I think that's unlikely. We were talking13 10 basis points maybe, I think they would talk.14 I don't know that I, based on my experience in15 past negotiations, not with them but with other16 firms, they don't come down.17 MR. GOLDSMITH: I think Copeland had18 lower fees, I think from the start, as well,19 even what was proposed in RFP. Their business20 model or whatever they are willing to have, and21 their margins in general I think are lower.22 MR. AMMATURO: That's the benefit of23 being a smaller employee-owned shop. There is24 more infrastructure, more red tape obviously at

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1 Macquarie relative to Copeland.2 CHAIRMAN SCOTT: Yes. Is the3 committee -- I mean, Commissioners are you guys4 ready to vote?5 Does anyone want to make a6 recommendation? I know I am prepared to make7 one.8 MR. WHITE: Based on fees.9 CHAIRMAN SCOTT: It look likes we are

10 leaning in the direction of Copeland.11 Is there a motion?12 MR. WHITE: Motion to recommend or to13 the recommendation of Copeland.14 MS. JOHNSON: Second.15 CHAIRMAN SCOTT: Motion has been made16 and properly seconded that we go with Copeland.17 All those in favor?18 (Ayes.)19 CHAIRMAN SCOTT: Ayes have it.20 Now, one other thing that we need to do21 here.22 MR. DiFUSCO: Well, Marc, will briefly23 cover the investment performance and then we24 have one other brief item.

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1 MR. AMMATURO: I'll be very brief. It's2 2.1 of the page. It's labeled September 30,3 2018 Total Fund Market Value, 550,636,304.4 Again, this is as of September 30. We all know,5 again, market sold off posts September 30. But6 through the first nine months in the calendar7 year, your portfolio was performing very well.8 On absolute basis, up 4.73 and on a relative9 basis. If you look at it verse the benchmark,

10 benchmark is only 3.52.11 What is driving that? Outperformance on12 a relative basis is two things. One, they are13 overweight to equity markets. And again,14 through the first nine months of the year, the15 equity markets are very strong. And you will16 see active managers have really done well in17 this portfolio. You have two things kind of18 adding to your incremental return over the19 benchmark.20 Within large-cap, a lot of the assets21 are indexed, if you look at Rhumbline and22 Northern Trust, that is really 3 percent of your23 assets. So 33 out of 40 -- I'm sorry, 28 out24 of 40 is passively managed. And then you have

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1 PineBridge, a recent addition at the end of last2 year.3 PineBridge just got started in November4 of last year. If you look all the way to the5 far right, and they are up 11 percent in this6 calendar year, slightly outperforming. That's7 10 percent of your assets. Good start by8 PineBridge.9 On the small-cap side, this is where we

10 spent our morning discussing who is going to11 potentially replace Vaughan Nelson and Eagle.12 If you look at the compositive level, combined13 small-cap year to date column, 14.8 vs 11.5.14 Good outperformance for your active managers of15 small-cap this calendar year.16 On the international side, again, I17 wouldn't focus on the year-to-date column and18 the combined equity. Negative 1.8 verse a19 negative 3. So international has not been the20 place to be this calendar year. But on a21 relative basis, your manager has minimized22 losses. That's what you want, right, from your23 active managers. Negative 1.8 versus benchmark24 that's negative 3 for the first nine months of

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1 the year.2 You have one index fund there. You see3 Rhumbline, which just got hired mid 2017. And4 you have three active managers, which are in the5 process of 16 getting replaced, as well:6 Mondraine, Harding and DFA. But again in the7 aggregate preservation of capital at the8 international equity level, which is good to see9 in this turbulent market.

10 On the fixed income side on the11 subsequent page, again, similar theme. It's12 been a tough year even with the bond market.13 Bond market is down negative 1.6 for the first14 nine months of the year. If you look at the15 Barclay's aggregate, your managers on a16 consolidated basis are negative. But again, not17 as far down as the benchmark. Negative 0.74,18 which again is good to see.19 You have six active managers. And they20 all outperformed five of the six -- five of the21 top five outperformed. SKY Harbor, the bottom22 one, just got hired. If you look all the way to23 the far right, SKY Harbor just got hired in24 April. Let's put that one aside. But the other

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1 five, all productive capital during this2 volatile time period for the bond market, which3 is good to see. The first two managers have the4 majority of the assets. That is almost half of5 your fixed income allocation. They both, you6 know, on a year-to-date basis, projected7 capital. Is good to see.8 MR. GOLDSMITH: Just a note on SKY9 Harbor, you might remember, that's a high yield

10 manager that was added. The benchmark for11 combined fixed income is the Barclay's12 aggregate. Even though SKY Harbor, you know,13 has lagged in its style specific benchmark, that14 decision to add high yield specifically into the15 fixed income portfolio has added a lot of value16 since inception. SKY Harbor is up 2.45 since17 early 2018, while the Barclay's aggregate is18 negative over that period. It's an allocation19 decision to high yield.20 MR. DiFUSCO: Is this in the binder, as21 well?22 MR. GOLDSMITH: Yes.23 MR. AMMATURO: Is think it's worth to24 point out, reiterate 2.6 in the book, the large

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1 book, I think it's an important point. Again,2 behind Tab 2. So, this is what I was saying3 earlier.4 If you look at the blue bar for domestic5 equity, you have a nice size overweight. That's6 been a tailwind to your performance for the7 first nine months of the year. If you look at8 combined fixed income, you are underweight by9 about 5 percent. That is what's driving that

10 relative outperformance for the first nine11 months of the year. Being overweight to12 equities and underweight at the bond market.13 Your target is roughly 65 equity and14 you're close to 70 percent equity as of the end15 of September 30.16 MR. GOLDSMITH: Speaking to maybe what17 happened in October a little bit, one thing18 we -- as this plan raises about 2.5 million in19 cash per month. It's been a theme throughout20 2017, and really for most of 2018 that those21 selling assets to raise that cash has mostly22 come from U.S. equities. The strongest23 performing, most overvalued assets class.24 So you know, by trimming sort of

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1 consecutively throughout the year, it's a way of2 dollar-cost averaging those assets on the way3 out. So you know, being overweight in October4 to domestics didn't help. But letting it drift,5 it would have been much more overweight. I6 think that's, obviously, a little -- when we7 give our recommendations to Chris, relative8 valuations and our outlook for the future is9 always, you know, what goes into that decision.

10 We handed out the market value as of the11 end of the day yesterday. You know, I don't --12 I think we are a little bit underweight to cash.13 That is by design throughout -- we like to keep14 a cushion to cash. So when there is volatility15 like you saw in October, we don't -- aren't16 forced to sell assets at, you know, in the17 middle of 10 percent market correction. And we18 did. I think you might have seen we rebalanced19 it this week. Taking assets from fixed income20 now as sort of the market conditions have21 flipped somewhat.22 CHAIRMAN SCOTT: We went from23 September 30 we were at 550. And on24 November 13, 521?

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1 MR. AMMATURO: Yeah.2 MR. DiFUSCO: About a 6.4 percent --3 this morning, 6.4 percent decline.4 MR. GOLDSMITH: We expect the October5 flash performance to be available, hopefully,6 later on today. If it is, Chris will distribute7 it to you all.8 CHAIRMAN SCOTT: Thank you.9 MR. AMMATURO: Thank you.

10 CHAIRMAN SCOTT: Chris, No. 5.11 MR. DiFUSCO: Sure. We discussed this12 briefly. I mentioned over email. We set up13 Commission supported approval that diversity14 female veteran local brokerage program about a15 year ago. We started that at 30 percent target.16 We have seen a lot of managers close to it or17 exceed it. And a couple that are not or happy18 to be ones that, for various reasons, are on19 their way out.20 And so, the large pension fund, the City21 pension fund recently increased the target to22 35 percent. I think it makes sense. We have a23 lot of the managers in common. You know, a lot24 of these managers work with other public funds

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1 that have, you know, high targets, as well.2 With the Commission's approval, I would3 like to increase the target here as well to4 35 percent. Keep those consistent and, you5 know, push our managers on the diversity and6 gender front to deal with a little bit more. So7 if the Commission is so inclined, I would ask8 for a motion to support that.9 MS. JOHNSON: I'll make a notion --

10 MR. WHITE: Second.11 CHAIRMAN SCOTT: I think the motion was12 made and it was seconded.13 MS. JOHNSON: All in the same breath.14 CHAIRMAN SCOTT: All those in favor?15 (Ayes.)16 CHAIRMAN SCOTT: That is passed.17 MR. DiFUSCO: Thank you. I will alert18 the managers. And just for reporting purposes,19 I will probably ask them to, you know -- you20 will see what it is at the end of the quarter.21 I will expect that they will start more fully22 given it's already mid November. You really23 kick that into gear the first of the year. That24 is my expectation given the target will increase

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1 immediately. But I am saying practically2 speaking, since we are halfway through the3 quarter, I suspect, you know, it's reasonable to4 ask them to start meeting that goal for the5 first quarter.6 MS. JOHNSON: Make sense.7 MR. DiFUSCO: Just being realistic.8 CHAIRMAN SCOTT: At the January meeting,9 would we see actual performance?

10 MR. DiFUSCO: Sure. I send those out to11 you as I get them. You will have those -- in12 January on or before the first, you will have13 the numbers at the end of the quarter for third14 quarter. The fourth quarter numbers will15 probably be ready around the first of February.16 Have to add everything. Soon as I have them, I17 will send them out.18 CHAIRMAN SCOTT: Thank you.19 MR. DiFUSCO: Yup.20 CHAIRMAN SCOTT: This has been a pretty21 long meeting.22 MR. DiFUSCO: Try not to do that very23 often.24 CHAIRMAN SCOTT: That's all right.

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1 Are you guys ready to adjourn?2 Is there a motion to adjourn?3 MR. WHITE: Motion to adjourn.4 MS. JOHNSON: It's seconded.5 CHAIRMAN SCOTT: Thank you, everybody.6 (At this time, the Meeting adjourned at7 12:19 p.m.)89

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C E R T I F I C A T I O N

I, hereby certify that the proceedings andevidence noted are contained fully and accurately inthe stenographic notes taken by me in the foregoingmatter, and that this is a correct transcript of thesame.

-------------------------------- ANGELA M. KING, RPR, Court Reporter, Notary Public

(The foregoing certification of this transcript does not apply to any reproduction of the same by any means, unless under the direct control and/or supervision of the certifying reporter.)





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