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1 CITY OF LOS ANGELES DEPARTMENT OF WATER AND POWER INTRADEPARTMENTAL CORRESPONDENCE Date: April 7, 2016 To: From: Subjet: Retirement Board Members Linda P. Le, Retirement Plan Manager Board Agenda Item No. 10: Disussion of Contrat Extension for Fidelity Institutional Asset Management International Developed Growth Equity; and Possible Ation (April 13, 2016, Regular Retirement Board Meeting) Reommendation That the Board of Administration (Retirement Board) of the Water and Power Employees' Retirement Plan (Plan) approve the ontrat extension for International Developed Growth Equity investment manager Fidelity Institutional Asset Management, formerly Pyramis Advisors (Fidelity), for three years beginning August 1, 2016, through July 31, Summary The Retirement Board hired Fidelity in 2004 and 2010 to manage an international developed growth equity mandate for the Retirement Fund (RF) and the Retiree Health Benefits Fund (RHBF), respetively. As of February 29, 2016, the market value of the RF was $440.5 million and $74.2 million for the RHBF. The ontrat with Fidelity will expire on July 31, Staff sent Fidelity a omprehensive due diligene questionnaire that explored areas suh as ownership, personnel, investment style and proess, performane, and risk management. Staff observed no signifiant issues in Fidelity's response and noted no hange in investment style. The following hart shows Fidelity has generated value for the Plan ompared to its benhmark for the sine-ineption period ending February 29, "/. '>II Fidelity Developed Growth Unit Growthl-T-D 'JO 1.IKI O.SO =!! idelil ---- '... Soure: Northern Trust SC:l'v\/.'.I

2 The table below shows that Fidelity outperformed the MSCI World ex U.S. IMI index (benhmark), net of fees, for the one-year and three-year periods by 1.59% and 1.17%, respetively. Fidelity underperformed for the five-year and sine-ineption periods ending February 29, 2016, by 1.59% and 0.20%, respetively. 1-Year 3-Years 5-Years Ine tion Gross % 1.67% 1.70% 4.75% Net % 1.39% 1.41% 4.39% % 0.22% 3.00% 4.59% Differene Net 1.59% 1.17% -1.59% -0.20% Soure: Northern Trust From a risk perspetive, Fidelity had a lower level of risk as measured by standard deviation for the trailing one, three, and five-years ending Deember 31, 2015, versus the benhmark as shown in the following harts I 5% 10%.,. 5%... ::s 0''6 Qi a:: - 5% -10% 15% - 20X. One Year - Non-US Developed Equity Mgrs _ --- t--- - ::-- - ; Standard Deviation Three Years - Non-US Developed Equity Mgrs. 15% ,.... ::s Qi a:: 10% 571< 0% I % - 10{ Standard Deviation 10.2

3 five Years - Non-US Developed Equity Mgrs..:sx "' l OX... ::J 5 ex:: -GI OJ:; -.. I ::.::: _ % Standard Deviation Return def n honol Dev C-iw.99 : MS W tojo.ljsa I.. Nt - s Nvmoer of O a 'ors OneYe<r Tiree Y E'Ols Standard Slando!d Deviation Return Deviation I., l 08 '83 5 Five Yeas Slando!d Return Deviation Soure: Northern Trust As noted in the next hart, Fidelity's performane ranked the third quartile for the one-year, and ranked in the seond quartile for the three and five-year periods ending Deember, The benhmark returns were in the third quartile for the same respetive periods ending Deember 31, Large Cap Value.. Rate of Return - Total Fund Gross of Fees 20(, 15% 10 '... :i ';j... ) (. 0 0% % One Year Three Years Five Years 10.3

4 !Rowe Prie LC Vol.1,9() (51) (40) ;. :el oo:i oue.j e3 ( :1 300 (64; Numbef Of Observolion th Perenlie lslqurie Median e rd Guorlie th Peienfie 'Ronk ii prenthe!i! Soure: Northern Trust. '(.., The following hart illustrates Fidelity's exess return over its benhmark on a monthly basis sine Marh Over this time period, Fidelity generated positive returns relative to its benhmark in 21 out of the previous 36 months, or 58% of the time Fldellty Institutional Dev Grw Sine Marh 01, February 29, 2016 Value Added - % Exess Return - Cumulative Exess Return } I I LT.. 11,,,, -, l11,1,,1ll1 LJ,.t.,, s: > s: E E >.g 0 z 0 if s: > s: E >.g 0 z 0 if s: > s: E >.g 0 z 0 if :i "' "' :i :i "' "' :i :i " "' "' "' :J g. -<! :;; ri " g. -<! :;; ri " g. -<,!. µ! 5i ri i I-' µ µ I-' " ",!. µ I-',!. " "' UJ w "' ::;..,. 3.:;, "' ",!... 3 "' ",!.,_,, 3 ;?, "' "' "' "' i " "'!->.:;, µ..,. µ ;?, "' -<.,. <T,, UJ -< I tli,'... "' :.. tli I-'.,,!,'... tli,'... UJ.b,,. µ µ "' "'! "' "' L. µ µ II> µ µ OJ "' "' ""... A.b.,,.,, "' Soure: Northern Trust,,..... '7 10.4

5 The Retirement Board hired Fidelity for an international developed growth equity mandate, and the firm has not deviated from this investment philosophy. Fidelity serves as a omplement to the Plan's international developed value equity manager. Staff reommends and RVK, In. (RVK), onurs, that the Retirement Board approve the extension of ontrat with Fidelity for an international developed growth equity mandate for three years beginning August 1, 2016, through July 31, The ontrat inludes the standard lause that allows the Retirement Board to terminate the ontrat, with or without ause, at any time within 30 alendar days after written notie to the firm. The following douments are attahed: Resolution No Correspondene from RVK ;W-o-lffi_o_n Chief Investment Offier LPL/JW/CM/RS:jq 10.5

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7 Memorandum To From Water & Power Employees Retirement Plan ( The Plan ) RVK, In. ( RVK ) Subjet Fidelity Institutional Asset Management ( Fidelity ) Contrat Renewal Reommendation Date April 13, 2016 Reommendation RVK has onduted a thorough review of the Fidelity Developed International fund s historial performane, fees relative to peers, stability of the firm, investment proess and portfolio management team in response to the Plan s upoming ontrat renewal disussion. After onduting our due diligene, RVK reommends that the Plan renew its ontrat with Fidelity for the International Growth equity mandate. The Plan s ontrats reserve the right for the Board to terminate the agreement with or without ause at any time upon thirty days notie. Bakground The Fidelity Developed International ontrat expires on July 31, The Plan s total exposure to the Fidelity Developed International strategy was approximately $515 million as of February 29, The Plan initially retained Fidelity in the fourth quarter of Firm Pyramis was founded in In late 2015, Pyramis rebranded and is now known as Fidelity Institutional Asset Management. The hange is appropriate as the organization was founded as the institutional arm of Fidelity. The firm is headquarted in Boston, Massuhessets with additional offies in Smithfiled, RI (full servie) and Merrimak, NH (portfolio management). As of Deember 31, 2015, the firm manages $209.9 billion in assets. The majority of assets are held by institutional lients in equty and fixed inome mandates. Fidelity urrently manages $5.8 billion in the International Growth Strategy. Team The investment team onsists of Institutional Portfolio Managers, Regional Portfolio Managers, Assoiate Portfolio Managers and Analysts. Institutional Portfolio Managers: Chris Steward, CFA (Industry Start: 1987/Firm Start: 2006) Institutional Portfolio Manager Brian Hoesly, CFA (Industry Start: 1989/Firm Start: 2006) Institutional Portfolio Manager Regional Portfolio Managers: Peter Hadden (Industry Start: 1988/Firm Start: 2005) Europe Portfolio Manager Eileen Dibb, CFA (Industry Start: 1996/Firm Start: 2005) Asia Portfolio Manager Joe Overdevest ((Industry Start: 2002/Firm Start: 2002) Canada Portfolio Manager rvkuhns.om

8 Regional Portfolio Managers are also supported by dediated Assoiate Portfolio Managers: Jonathan Cummins (Europe), Camille Carlstrom (Japan) and Brue MaDonald (Paifi Basin ex Japan). The management team is further supported by a large analyst pool onsisting of both FIAM and Fidelity employees (urrently 231 analysts). However, turnover has been high on the management team: Steve Oler departed in November of 2014, he was a European Co-Portfolio Manager Eileen Dibb took over as Portfolio Manager for the Paifi Basin ex-japan from Henry Chan in Otober of 2013 Mihael Strong retired in September of 2013, he was the Lead Institutional Portfolio Manager Henry Chan took over managing the Paifi Basin ex-japan from John Lo in Marh of 2011 The amount of turnover on the management team is onerning. The instability ould have a negative impat on performane going forward. However, stok seletion is driven by fundamental analysis onduted by the analyst pool. Produt Strategy and Proess The Fidelity International Growth fund uses a ore disipline with a growth bias. The investment proess is based on bottom-up, fundamental analysis. It ombines ative stok seletion and regional asset alloation. Stok seletion is driven by the large analyst pool that does fundamental analysis on 1,750+ international stoks. This analysis inludes 5,000 in-house ompany visits and 24,000 notes published annually. Analysts will rate stoks based on their analysis (e.g. balane sheet strength, ownership struture, management quality, et.) and portfolio managers will use these ratings during portfolio onstrution Portfolio managers are delineated by region (Europe, Asia, Canada) and will onstrut the optimal regional portfolio. Institutional Portfolio Managers determine the regional asset alloation utilizing Fidelity s resoures. Institutional PM s also monitor risk (e.g. ountry/region weights are held to +/- 5% and industry weights are to +/- 10% relative to the benhmark weights, et.). The team will exit positions when stoks reah their target prie, the atalyst has been realized, the investment thesis deteriorates or there are better options available. Fees The Plan is urrently invested in the Fidelity Developed International Strategy through a separate aount vehile. The mandate has a fee of 28 basis points on the first $650 million, 22.5 bps on the next $350 million, and 20 bps thereafter assuming the aount size stays above $500 million. The fee shedule hanges if total assets fall below the $500 million level. The annual management fee for a $515 million mandate in the evestment Alliane ( ea ) EAFE Core Equity universe ranges from 27 to 150 basis points, with a median fee of 53 basis points. RVK 2

9 Fidelity s fee of 28 basis points (or approximately $1,442,000) per year based on urrent assets) plaes them in the 7 th perentile of the ea universe. Mandate: $515 Million Universe: EAFE Core Equity Separate Aount Separate Aount Basis Points Fees (bps) 5th Perentile $1,406, th Perentile $2,210, Median $2,725, th Perentile $3,447, th Perentile $4,415, High $7,725, Performane (as of February 29, 2016) The Fidelity Developed International portfolio has underperformed its benhmark sine the start of 2016 but ontinues to outperform in the longer trailing periods on an annualized, net of fees basis. Performane has been strongest on a relative basis over the most reent ten-year period, outperforming the benhmark by 186 basis points with a return of 2.50%. This performane ranked the fund in the 64 th perentile of the IM International Equity Developed Markets (SA+CF) peer group, whih is based on gross of fees performane. Despite the relative outperformane in longer periods, the strategy has ranked above median only one in the last four alendar years. Sine ineption, the portfolio has outperformed its benhmark by 98 basis points per year net of fees, and 134 basis points per year gross of fees, on an annualized basis. That performane ranks the fund in the 66 th perentile. QTD CYTD 1 Year Years Years Years 10 Years Sine Inep. Ineption Date Fidelity Developed Int'l (SA) - Gross /01/2004 International Developed Blend Differene IM Int'l Equity Dev Markets (SA+CF) Median Fidelity Developed Int'l (SA) - Gross Rank Fidelity Developed Int'l (SA) - Net /01/2004 International Developed Blend Differene The International Developed Blend onsists of the MSCI EAFE Index (Hedged) through 12/31/2008 and the MSCI World Ex US IMI Index (Net) thereafter. RVK 3

10 The following hart illustrates the growth of $100 for Fidelity Developed International (net of fees) relative to its benhmark, sine the ineption of the aount through February 29, The following hart ompares the sine ineption risk and return of Fidelity Developed International (gross of fees), the benhmark, and the peer group members and median. This hart illustrates that the strategy has outperformed the benhmark but underperformed the peer group median and has done so with more risk/volatility than the benhmark, but less risk/volatility than the peer group sine ineption. RVK 4

11 The below table shows key Modern Portfolio Theory Statistis, inluding Standard Deviation (Volatility), Sharpe Ratio and Information Ratio (risk-adjusted returns). The Up and Down Market Capture statistis show the perentage of return (based on gross of fees performane) during periods of positive (up) and negative (down) markets relative to the benhmark. The strategy has shown an ability to slightly outpae the benhmark during up markets, while also apturing slightly less downside than the benhmark in down markets. RVK 5