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T H E C A B I N E T

S T A T E O F F L O R I D A


Representing:

BOARD OF TRUSTEES OF THE
INTERNAL IMPROVEMENT TRUST FUND
STATE BOARD OF ADMINISTRATION



The above agencies came to be heard before
THE FLORIDA CABINET, Honorable Governor Bush
presiding, in the Knott Building,
111 West St. Augustine Road, Room 212, Tallahassee,
Florida, on Wednesday, November 14, 2001, commencing
at approximately 9:13 a.m.





Reported by:

LAURIE L. GILBERT
Registered Professional Reporter
Certified Court Reporter
Certified Realtime Reporter
Registered Merit Reporter
Notary Public in and for
the State of Florida at Large









ACCURATE STENOTYPE REPORTERS, INC.
100 SALEM COURT
TALLAHASSEE, FLORIDA 32301
850/878-2221


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2

APPEARANCES:

Representing the Florida Cabinet:

JEB BUSH
Governor

CHARLES H. BRONSON
Commissioner of Agriculture

ROBERT F. MILLIGAN
Comptroller

KATHERINE HARRIS
Secretary of State

BOB BUTTERWORTH
Attorney General

TOM GALLAGHER
Treasurer

CHARLIE CRIST
Commissioner of Education

* * *

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November 14, 2001
I N D E X

ITEM ACTION PAGE

BOARD OF TRUSTEES OF THE
INTERNAL IMPROVEMENT
TRUST FUND:
(Presented by Eva Armstrong)

1 Deferred 5

STATE BOARD OF ADMINISTRATION:
(Presented by Tom Herndon,
Executive Director)

1 Approved 6
2 Approved 7
3 Approved 181

CERTIFICATE OF REPORTER 186

* * *

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TRUSTEES/INTERNAL IMPROVEMENT TRUST FUND 4
November 14, 2001
1 P R O C E E D I N G S

2 (The agenda items commenced at 9:51 a.m.)

3 GOVERNOR BUSH: Board of Trustees.

4 MS. ARMSTRONG: Sir --

5 GOVERNOR BUSH: Eva.

6 MS. ARMSTRONG: -- good morning.

7 Real quick, we had an item that was

8 scheduled to -- specifically for this Cabinet

9 meeting. It was a request from the Department

10 to revoke a submerged land lease, and we're

11 asking that it be deferred to January 29th, to

12 give our attorneys and his, a little more time

13 to see if they can come to an agreement to

14 resolve it.

15 TREASURER GALLAGHER: I make a motion on

16 the -- make a motion on the minutes first.

17 GOVERNOR BUSH: On the minutes?

18 MS. ARMSTRONG: I don't know -- I don't

19 think we have --

20 TREASURER GALLAGHER: That --

21 MS. ARMSTRONG: -- minutes on this one this

22 week.

23 TREASURER GALLAGHER: I'm in the wrong

24 place.

25 MS. ARMSTRONG: But thank you for being

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TRUSTEES/INTERNAL IMPROVEMENT TRUST FUND 5
November 14, 2001
1 so --

2 TREASURER GALLAGHER: I apologize.

3 Move to defer to November 27th?

4 MS. ARMSTRONG: January 29th.

5 TREASURER GALLAGHER: January 29th.

6 ATTORNEY GENERAL BUTTERWORTH: Second.

7 GOVERNOR BUSH: That's -- moved and

8 seconded.

9 Without objection, it's approved.

10 Thank you.

11 (The Board of Trustees of the Internal

12 Improvement Trust Fund Agenda was concluded.)

13 * * *

14

15

16

17

18

19

20

21

22

23

24

25

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STATE BOARD OF ADMINISTRATION 6
November 14, 2001
1 GOVERNOR BUSH: Anybody that wants to stay,

2 can stay.

3 TREASURER GALLAGHER: Anybody that wants to

4 switch with me --

5 GOVERNOR BUSH: Anybody that wants to

6 leave, can leave, too.

7 ATTORNEY GENERAL BUTTERWORTH: Watch it on

8 TV, Governor.

9 TREASURER GALLAGHER: Watch CNN.

10 GOVERNOR BUSH: It's riveting.

11 TREASURER GALLAGHER: I'm sure you will.

12 I bet you will.

13 COMMISSIONER BRONSON: We'll be thinking of

14 you.

15 GOVERNOR BUSH: Thank you.

16 (Commissioner Bronson and

17 Attorney General Butterworth exited the room.)

18 GOVERNOR BUSH: Item 1.

19 TREASURER GALLAGHER: Motion on minutes.

20 COMPTROLLER MILLIGAN: Second.

21 GOVERNOR BUSH: Moved and seconded.

22 Without objection, it's approved.

23 MR. HERNDON: Item Number 2 is approval of

24 a fiscal determination of an amount not

25 exceeding eleven million five hundred and

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STATE BOARD OF ADMINISTRATION 7
November 14, 2001
1 fifteen thousand dollar tax exempt Florida

2 Housing Finance Corporation housing revenue

3 bond for Mission Bay Apartments in

4 Brevard County.

5 COMPTROLLER MILLIGAN: Move the resolution.

6 TREASURER GALLAGHER: Second.

7 (Commissioner Crist exited the room.)

8 GOVERNOR BUSH: Moved and seconded.

9 Without objection, it's approved.

10 (Secretary Harris exited the room.)

11 MR. HERNDON: Item Number 3 is

12 consideration of recommendations by the SBA

13 staff and by the SBA Advisory Councils

14 regarding the role of bundled providers in the

15 Public Employee Optional Retirement Program.

16 Governor, and members, as you'll recall, we

17 have been working diligently for the last year

18 or so, heading toward at least this one

19 destination, among others, in terms of trying

20 to resolve the question of the actual makeup of

21 the investment line-up in the Public Employee

22 Optional Retirement Program.

23 And before I get into the body of the

24 specific recommendations themselves, I thought

25 it might be worthwhile to give you a little bit

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STATE BOARD OF ADMINISTRATION 8
November 14, 2001
1 of a presentation of some material that we

2 presented to the Aides, and to the joint

3 advisory councils the other day. So I think it

4 helps to set the stage a little bit.

5 And the first thing that we have for you is

6 a little chart that captures the experience of

7 Tony. And Tony is a twenty-five year old

8 parole officer.

9 He is a persona that was constructed, along

10 with five others, by Ketchum, our media firm,

11 and is based on the results of the research

12 that was done through the employee surveys.

13 If you'll recall, we did 5,000 employee

14 surveys, and we constructed six different

15 personas that are representative -- as you

16 might expect, there are still

17 generalizations -- but are representative of

18 our work force.

19 And we picked Tony because there's been

20 some questions about what happens to the

21 employee when he starts into the enrollment and

22 the education process.

23 So if we -- if you're willing, we'll follow

24 Tony along for a few moments. You'll recall in

25 the videotape that we showed you last time,

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STATE BOARD OF ADMINISTRATION 9
November 14, 2001
1 Tony was in there, and he talked about the fact

2 that he was worried about what was -- he was

3 going to do this weekend, and that was as far

4 as he was thinking about.

5 And all the six personas were in the

6 videotape, and you'll see throughout the

7 literature that we're going to show you today,

8 the other personas as well.

9 But Step number 1, Tony receives in the

10 mail, from the Florida Retirement System, a

11 personalized benefit statement. It contains a

12 detailed brochure that provides him with his

13 estimated ABO; his PIN number to access the

14 websites and so forth; how to sign up for

15 workshops; and the form to make the choice, if

16 that's what he would like.

17 Now, that personalized benefit statement is

18 quite detailed. And, in fact, just last night,

19 was another one of the focus groups that we've

20 been running with the help of our media folks,

21 trying to get that benefit statement designed

22 and structured in such a fashion that it really

23 communicates the information in as -- as

24 powerful a way as possible.

25 The second step for Tony then is to attend

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STATE BOARD OF ADMINISTRATION 10
November 14, 2001
1 an Ernst & Young employee workshop. And you'll

2 recall that Ernst & Young is the independent

3 education firm that we've hired to provide both

4 employer and employee workshops. But the

5 employee workshops don't start until late in

6 February of next year.

7 I might add parenthetically, and some of

8 you may be aware of this, that the employer

9 workshops are underway now, and are going on

10 throughout the state of Florida. We have

11 30 workshops scheduled for employers. And

12 there's one here in Leon County today, as a

13 matter of fact, as there was yesterday

14 afternoon.

15 But the employee workshops that

16 Ernst & Young puts on, there are 3,000 of them

17 scheduled over the course of next year, where

18 Tony gets the details on both plans, he gets

19 information on investing, he gets information

20 on retirement planning basics, and he gets

21 quite a bit of information on how to use the

22 educational resources and tools.

23 He also has the opportunity, if the oppor--

24 if the time permits, to talk with the

25 Ernst & Young staff that are there at that

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STATE BOARD OF ADMINISTRATION 11
November 14, 2001
1 particular time.

2 Tony can then call the MyFRS Financial

3 Guidance Line, which is manned by Ernst & Young

4 financial professionals. These are

5 credentialed employees hired by Ernst & Young,

6 and has unlimited access, at any time that the

7 hot line is open, and as much time as they --

8 as Tony would like, to talk to Ernst & Young

9 about the issues related to choice and

10 retirement planning and investing, and so on

11 and so forth.

12 He can certainly access at any point along

13 the way the MyFRS website, use software that is

14 being constructed by Financial Engines, you'll

15 recall the other vendor that we have hired in

16 this regard.

17 They have a tremendously powerful tool that

18 we'll look at a little bit -- in a little bit

19 of detail, because I think it's quite

20 informative.

21 It really allows you to do a lot of

22 personalized what-if modeling. You can move

23 the toggle switch that's on the software back

24 and forth, and you can change your salary

25 expectations, you can change your retirement

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STATE BOARD OF ADMINISTRATION 12
November 14, 2001
1 dates, you can change your dates --

2 GOVERNOR BUSH: My salary --

3 MR. HERNDON: -- if -- if that's -- if

4 that's your expectation is that you're going to

5 have a higher salary, you can do those kinds of

6 things, and it gives you different kinds of

7 outcomes based on your built-in set of

8 expectations.

9 You can at that point on the website also

10 use the website to sign up for the choice that

11 you make electronically, you can do it by hard

12 copy, you can also do it by phone. So you have

13 a fairly broad number of ways that you can make

14 those choices.

15 Now, if Tony decides at that point to stay

16 in the pension plan, he's essentially finished.

17 He doesn't really need to make any more

18 decisions about investment choices and

19 so forth.

20 But CitiStreet, the third party

21 administrator that has been hired, will mail a

22 confirmation letter to Tony; and notify the

23 Division of Retirement; and Tony's employer,

24 whomever that may be -- in this case, the --

25 the parole system -- of his decision.

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STATE BOARD OF ADMINISTRATION 13
November 14, 2001
1 If Tony chooses to join the investment

2 plan, then he'll have an opportunity, again

3 through the use of Financial Engines software,

4 to start looking at individual products. And

5 those products will be presented to him, based

6 on the final selections that you all make as

7 Trustees for the system in an impartial,

8 nonsales related message.

9 And you heard the comment that

10 Maurice Helms from the Division of Retirement

11 made the other day, our purpose in this program

12 is to tell, and not sell. We're not trying to

13 sell any particular product or program, but

14 rather to give Tony, and all the rest of the

15 folks in the system, the best information that

16 we can provide them with.

17 Ultimately, Tony makes some decisions, he

18 makes an asset allocation decision, he makes a

19 decision about which particular product or set

20 of products he wants to invest his money in,

21 and communicates that.

22 Again, he can do it in written form, in

23 e-mail, and so forth, and CitiStreet starts to

24 execute those arrangements. And you'll see, as

25 we've outlined on Step 7, CitiStreet then

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STATE BOARD OF ADMINISTRATION 14
November 14, 2001
1 completes a whole series of notification

2 processes, the most critical of which are

3 certainly to notify his employer of Tony's

4 decision to make sure that the investment firms

5 themselves are aware that Tony has decided to

6 invest money with them, that -- how much money

7 is coming, sets up the accounts, and all the

8 rest of the administrative work that's

9 associated with that kind of ongoing process.

10 At the same time, the asset transition

11 broker that we are working with,

12 Morgan Stanley, and others, begin to put

13 together as people start to make these

14 decisions, what will be the first in a series

15 of nine separate movements of money, nine

16 separate tranches, starting each month.

17 Throughout the nine-month period of

18 enrollment, we'll move money each month to fill

19 the bucket of the employees who've made their

20 investment choices.

21 And so we'll be buying and selling

22 nine different times over that -- that course

23 of time. And that's what Morgan Stanley will

24 be helping us to do.

25 And Tony's employer, of course, has

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STATE BOARD OF ADMINISTRATION 15
November 14, 2001
1 received the notification from CitiStreet, is

2 changing their payroll. We're very

3 appreciative of the Division of Retirement's

4 help in this regard. They are going to be on

5 the front end of this processing system.

6 It made very little sense to us it seemed

7 to have separate movement of money going for

8 the DB plan, or the DC plan, since we already

9 had one front-end processing system in place.

10 So the Division of Retirement is going to

11 continue to -- to do that. And -- and we're

12 pleased with the way that has worked out.

13 The investment providers, of course, get

14 their notification of Tony's decisions, and

15 start to get their money, and the Division of

16 Retirement starts to get the proper

17 notifications that all of these things have --

18 have taken place.

19 Now, this is obviously a simplification,

20 but it's really intended to just give you a

21 sense of what happens to a typical employee as

22 they go through the course of this process.

23 I don't want to short-circuit any

24 questions, but I -- I am mindful of your time,

25 and I also want to spend a moment, if we can,

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STATE BOARD OF ADMINISTRATION 16
November 14, 2001
1 looking at this larger education chart, which

2 is in front of you, and the color brochure and

3 on the screens, because I think it also tends

4 to reenforce some of the critical points that

5 need to be made with respect to the employer

6 and employee education.

7 And you can see across the top, a calendar

8 in -- in multicolors --

9 GOVERNOR BUSH: Where -- where --

10 I'm sorry.

11 MR. HERNDON: I'm sorry.

12 I beg your pardon. It's this form right

13 here.

14 TREASURER GALLAGHER: We didn't get that.

15 GOVERNOR BUSH: The little one. It's

16 underneath that --

17 TREASURER GALLAGHER: Oh, that one.

18 Thank you.

19 MR. HERNDON: Sorry.

20 And it's also in the screen up in front of

21 you. I appreciate it's a little difficult to

22 read that.

23 But the employer education period is what I

24 mentioned. As you'll see in the calendar

25 across the top of the box is what we're in

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STATE BOARD OF ADMINISTRATION 17
November 14, 2001
1 right now, where we're working with each of the

2 800 employers out there to try and make sure

3 that they're educated about what it is that

4 we're asking them to do.

5 And in many respects, they are the

6 frontline troops. I mean, we recognize full

7 well, there an awful lot of employees that are

8 going to go to their HR offices and so forth to

9 talk to them about what to do.

10 In addition to that, they have the

11 day-to-day kind of mechanical side of things.

12 I don't mean to -- to minimize it, but the

13 payroll processing side of things that they

14 have to do.

15 So we want to make sure that they're

16 comfortable on both -- on both sides of those

17 things. And those are, as I indicate, going on

18 right now.

19 We also have available for the employers,

20 an Employer Briefing Kit, which we've put in

21 your packet for you to glance at at your

22 leisure, including a comparison of the pension

23 plans, the two -- pension plan and the

24 investment plan, frequently asked questions,

25 some additional guidance, and so on and

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STATE BOARD OF ADMINISTRATION 18
November 14, 2001
1 so forth.

2 And I would just commend that to you at

3 your leisure.

4 And you will see, by the way, the -- the

5 same branding that we talked about earlier.

6 We've branded a new logo, new faces, a new

7 color scheme, and everything else for the FRS

8 that we think, based on the focus groups and

9 the research and everything that was done, is

10 really going to be quite popular and quite

11 readable by the -- by the members.

12 The employer portion of the MyFRS.com

13 website is up and running, and is available to

14 employers. It's up now, and is running now,

15 and is available to them to access at their

16 convenience, as -- as well as I mentioned,

17 the -- the seminars.

18 Now, starting in December, not very far

19 away actually, we will be mailing to every

20 employee essentially what amounts to an

21 awareness kit talking about the program itself,

22 what's coming, and a road map, somewhat similar

23 to the kinds of information that you're seeing

24 today, although obviously in -- in a more

25 condensed form, describing what's going to be

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STATE BOARD OF ADMINISTRATION 19
November 14, 2001
1 happening, when, and the resources that are

2 going to be made available to them.

3 The preview version of MyFRS.com website

4 for employees is also up and available now on

5 the site, and we're going to show you that in

6 just a moment. Unfortunately, this room

7 doesn't have the technology to let us go live

8 to the site, as we were able to do the other

9 day.

10 While we have some --

11 TREASURER GALLAGHER: Semantics.

12 MR. HERNDON: -- we have some capacity

13 problems, but -- but we'll be able to show you

14 a few of the slides just in snapshot form, just

15 to give you some sense of it.

16 And I would encourage you, if you get the

17 opportunity, to -- to go to the site and take a

18 look at it. I think you'll find it to be quite

19 worthwhile.

20 And we have the Employee Outreach Kit

21 that's going to be mailed starting at the end

22 of February, which is the kit that I mentioned

23 as the first step that tells him the -- which

24 is that personal benefit comparison that shows

25 him his accumulated benefit obligation, how

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STATE BOARD OF ADMINISTRATION 20
November 14, 2001
1 much he's going to get in the DB plan, what --

2 and the -- the choices are, and why they exist.

3 All the investment fund preview information,

4 you know, keys to successful retirement

5 planning, and so forth.

6 And one of the things that I really want to

7 stress here, because I think it's -- it's

8 especially critical, and you, and the

9 Legislature deserve a lot of credit for this,

10 prior to the existence of the defined

11 contribution plan, of course, the pension plan

12 didn't really have a choice built into it. It

13 was a -- you were a member of the defined

14 benefit plan, and that was it.

15 Well, now, with the choice, members will

16 get as part of the program, and as part of

17 being a member of the Florida Retirement

18 System, a very sophisticated and powerful

19 education program that teaches them about

20 investing, and about retirement planning.

21 And these are just wonderful tools for

22 employees to have. And they really don't exist

23 in an awful lot of -- of cases around the

24 country.

25 And it's something that I think the

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STATE BOARD OF ADMINISTRATION 21
November 14, 2001
1 Legislature and the Trustees can be very proud

2 of, to be able to offer that service to our

3 employees.

4 So I would encourage you to take a look at

5 those websites at your convenience.

6 Well, you see the end of February and the

7 first part of March, the State employee

8 outreach period beginning.

9 Then the choice period begins for State

10 employees in June. And you'll recall, this is

11 kind of a rolling three-month process. You do

12 education, and then enrollment.

13 And while you're doing the enrollment,

14 you're doing the education of the second group,

15 and so on and so forth. And that goes on

16 through the spring of 2003.

17 Throughout this time, of course, you can

18 access the websites, you can access the

19 financial counselors through MyFRS Financial

20 Guidance hot line, the toll free line at

21 1-866-44, dash, MyFRS, and get as much

22 information as you would like on the choice

23 that is confronting you, and the investments,

24 and -- and so on and so forth.

25 Of course, concurrent with all of that are

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STATE BOARD OF ADMINISTRATION 22
November 14, 2001
1 the 3,000 workshops that we are -- we've

2 described that will begin a little bit later on

3 in the spring.

4 And there again, it is an Ernst & Young

5 finance professional -- credentialed

6 professional who is providing that information

7 to you in the form of a one-on-- one to some

8 number -- 100 seminar in the way of -- of

9 information.

10 We are extending the service of

11 Financial Engines and Ernst & Young and

12 CitiStreet, and all of these organizations as

13 widely and as deeply into the employee pool as

14 we possibly can, because we think it is

15 absolutely essential that they have access to

16 this information.

17 And there's been quite a bit of discussion

18 about the fact that the program is going to

19 charge $200 per hour for financial counseling.

20 And I think it's important to take a moment and

21 clarify just exactly what is contemplated here.

22 Everything that you've seen up till this

23 point is free to the employee: Unlimited

24 access to certified and credentialed

25 Ernst & Young counselors; unlimited access to

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STATE BOARD OF ADMINISTRATION 23
November 14, 2001
1 Financial Engines; unlimited access through the

2 workshops, however many they want to attend;

3 access to CitiStreet; and on and on.

4 What we're not providing in the program,

5 and I sus-- suspicion that very few

6 organizations anywhere in the world provide, is

7 personal financial planning, distinct from

8 making a choice about the DB/DC plan, or about

9 which investment options do they make within

10 the DC plan.

11 And that's what is being offered to the

12 employees at a $200 per hour fee. And it was

13 our belief that that's a very valuable service

14 to have. But an awful lot of our employees

15 don't want that, and will not pay for that.

16 And so why should we charge everybody in

17 the program for it. So it's set up on a fee

18 for service basis.

19 GOVERNOR BUSH: Commissioner --

20 MR. HERNDON: And for those who wish it --

21 Yes, sir.

22 TREASURER GALLAGHER: Can the payment of

23 this -- in other words, you get the service,

24 can this come from the pension money like other

25 services are being paid? Or do I have to pay

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STATE BOARD OF ADMINISTRATION 24
November 14, 2001
1 for it with after tax dollars?

2 MR. HERNDON: It would come from after tax

3 dollars. I mean, it's your personal --

4 TREASURER GALLAGHER: I have to write --

5 MR. HERNDON: -- payment.

6 TREASURER GALLAGHER: -- a check.

7 MR. HERNDON: That's right.

8 TREASURER GALLAGHER: I can't make a

9 decision to go get that, and have it paid for

10 out of my pension money, because it's advice

11 about my pension.

12 MR. HERNDON: It's about your personal --

13 TREASURER GALLAGHER: Isn't there a

14 window --

15 MR. HERNDON: -- it's about your personal

16 financial situation in its -- in its totality.

17 TREASURER GALLAGHER: And --

18 MR. HERNDON: It would include your pension

19 information.

20 TREASURER GALLAGHER: So you don't --

21 there's not a way that you could have this be a

22 pension cost so it would be a --

23 MR. HERNDON: Well, if the program wanted

24 to bear the cost of making that service

25 available for everybody, then I think we

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STATE BOARD OF ADMINISTRATION 25
November 14, 2001
1 certainly could bear the cost.

2 But it was our suggestion that it made more

3 sense to do it on a fee for service basis for

4 those individuals who wanted to avail

5 themselves of that service.

6 TREASURER GALLAGHER: I'm between the two.

7 MR. HERNDON: Right.

8 TREASURER GALLAGHER: I'm a fee for

9 service, but it comes out of my pension

10 money -- my personal pension money, instead of

11 me writing a check.

12 MR. HERNDON: Right.

13 TREASURER GALLAGHER: Is there --

14 MR. HERNDON: I -- I don't know of any way

15 that that can be done. I mean, we could

16 certainly look into it.

17 I don't know if the folks who are here,

18 who've had experience doing this may have an

19 answer. And we'll -- we'll let them think

20 about it and give you an answer in a moment if

21 they've -- if they've got any--

22 But I'm not aware of any way that that

23 could be done to draw it out of your personal

24 account. And that --

25 TREASURER GALLAGHER: Well, it would be

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STATE BOARD OF ADMINISTRATION 26
November 14, 2001
1 charged against it is what --

2 MR. HERNDON: Yeah. I mean, it's -- it's a

3 distribution out of a tax deferred account.

4 Presumably it would be taxable at your point of

5 receipt --

6 TREASURER GALLAGHER: Well, it's a ser--

7 I guess because it's an individual service, I

8 have a problem.

9 MR. HERNDON: Yeah. Exactly.

10 TREASURER GALLAGHER: If it was a service

11 that would -- that everybody would get, it

12 wouldn't matter.

13 MR. HERNDON: I think that's right. And

14 I'm --

15 TREASURER GALLAGHER: And I don't think

16 it's probably very fair to --

17 MR. HERNDON: -- I don't know if --

18 TREASURER GALLAGHER: -- have everybody pay

19 for the few people that are going to go and

20 want to do this --

21 MR. HERNDON: Right.

22 TREASURER GALLAGHER: -- when you're going

23 to get -- be able to do almost all of it

24 on line.

25 MR. HERNDON: Right.

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STATE BOARD OF ADMINISTRATION 27
November 14, 2001
1 And I -- and I don't want to speak for

2 Ernst & Young, I mean, they may have a -- an

3 answer to your question more directly.

4 I'm not aware that there's a way that it

5 could be done as you suggest. But -- but

6 perhaps there is.

7 GOVERNOR BUSH: You don't charge them

8 200 bucks per hour, does it -- do they do it

9 like lawyers? If it's 15 minutes, it's

10 200 bucks, or --

11 TREASURER GALLAGHER: That's a good

12 question.

13 MR. HERNDON: I don't know the answer.

14 We -- we'll ask Ernst & Young to give you an

15 answer to that. I think --

16 GOVERNOR BUSH: Sorry, Jim.

17 TREASURER GALLAGHER: You're right. With

18 my assets, I wouldn't need more than

19 15 minutes.

20 GOVERNOR BUSH: Exactly. I mean --

21 MR. HERNDON: Remember, this is full

22 financial --

23 GOVERNOR BUSH: I'm curious --

24 MR. HERNDON: -- counseling.

25 GOVERNOR BUSH: -- about the question.

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STATE BOARD OF ADMINISTRATION 28
November 14, 2001
1 MR. HERNDON: This is --

2 GOVERNOR BUSH: I mean, is it --

3 MR. HERNDON: -- this is about, you know,

4 insurance, home mortgages, autos. I mean, this

5 is a full financial counseling --

6 GOVERNOR BUSH: Do they charge by the -- do

7 they -- does anybody know?

8 MR. HERNDON: Bill -- Bill Arnone is here

9 from --

10 MR. ARNONE: It's the -- it's the price per

11 session. It's been our experience, Governor,

12 everyone takes full advantage of the time for

13 the --

14 GOVERNOR BUSH: So --

15 TREASURER GALLAGHER: You get an hour.

16 MR. ARNONE: You --

17 GOVERNOR BUSH: You get an hour if you

18 spend 15.

19 MR. ARNONE: We haven't had anyone to spend

20 15.

21 TREASURER GALLAGHER: It's hard to spend

22 15, unless you're me.

23 MR. HERNDON: Well, that -- that briefly

24 walks you through the education program. I

25 don't want to again give short shrift to any of

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STATE BOARD OF ADMINISTRATION 29
November 14, 2001
1 this. And I certainly want to respond to any

2 questions that you might have.

3 But I know you've got a lot of -- of

4 territory to cover today. And I thought it

5 would be worthwhile to give you that.

6 We do have --

7 TREASURER GALLAGHER: Let me -- let me just

8 clarify something.

9 MR. HERNDON: Yes, sir.

10 TREASURER GALLAGHER: That's to go in the

11 office and talk to a financial advisor.

12 MR. HERNDON: That's correct.

13 Face-to-face.

14 TREASURER GALLAGHER: You can talk to them

15 as much as you want free any time --

16 MR. HERNDON: That's correct. On the

17 phone.

18 TREASURER GALLAGHER: And -- and get your

19 questions answered, or anything else.

20 MR. HERNDON: That's right.

21 TREASURER GALLAGHER: Okay.

22 MR. HERNDON: Yes, sir.

23 I -- I appreciate you making that point,

24 because that's an important point.

25 I mentioned the -- MyFRS.com website.

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STATE BOARD OF ADMINISTRATION 30
November 14, 2001
1 Here's just a little snapshot of the -- the

2 facts about it being open to employers on

3 November 1st, and open to employees on

4 November 1st.

5 Here are some of the web pages. This is

6 the preview version of the MyFRS.com website

7 for employees.

8 As you'll see, we have 112 days left till

9 countdown as it -- as it ticks off. And we're

10 not going to belabor this.

11 We have some of these screen shots

12 available for you. And, again, the -- the site

13 is up and running, and you can access it live

14 if you'd care to --

15 TREASURER GALLAGHER: And you go -- can you

16 go in and begin to log in and get the

17 information that you have -- that's available

18 now on your FRS employment, and the things that

19 I see in here, your -- what if you stay in a

20 pension plan type things, and what if -- is

21 that --

22 MR. HERNDON: Some of the --

23 TREASURER GALLAGHER: -- there --

24 MR. HERNDON: -- information is in there

25 and loaded. But an awful lot of it is not yet.

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STATE BOARD OF ADMINISTRATION 31
November 14, 2001
1 This is a preview version, and it won't be

2 live in the full sense, and giving you all of

3 that employee specific information till later

4 on in the spring.

5 TREASURER GALLAGHER: Okay.

6 MR. HERNDON: You'll see here, employee

7 log-in. Remember, every employee's getting a

8 PIN number. Passwords, those are things that

9 are being communicated to them.

10 And here is where they -- the program

11 actually -- the software actually splits at

12 this point, and moves over to the

13 Financial Engines side of things, which now

14 starts to say, all right, you know, we've -- we

15 know what the investment choices are, which is

16 one of the major missing links, Commissioner,

17 that -- that you're concerned about.

18 We don't have those decisions made at this

19 point, so we really can't fill in a lot of

20 these blanks. And -- and here's how you start

21 to evaluate the relative merits and so forth of

22 these various choices that are available to

23 you.

24 And descriptions about what if you stay in

25 the pension plan. And you'll see the estimates

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STATE BOARD OF ADMINISTRATION 32
November 14, 2001
1 based on what our research shows us, and what

2 the plan experience is over time.

3 And as I mentioned before, I think it may

4 be the -- the next slide that shows it --

5 perhaps it's a little bit further on -- there

6 are in one of these slides a series of toggle

7 switches, as I mentioned before, that allows

8 you to toggle back and forth and change the

9 assumptions -- and maybe this is it coming up

10 here -- that lets you set specific choices for

11 compensation and years of service and so on and

12 so forth.

13 Again, I don't want to spend a lot of time

14 on this. I think the website is -- is quite

15 interesting, and --

16 There's -- there's the toggle switches that

17 I was talking about. Creating your own

18 strategy --

19 TREASURER GALLAGHER: That's cool.

20 MR. HERNDON: -- listing some of the

21 information that's available on the site.

22 It's a very, very powerful tool, and it'll

23 be highly useful. And, again, recognize that,

24 Commissioner, where you were talking about

25 being able to access this information on the

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STATE BOARD OF ADMINISTRATION 33
November 14, 2001
1 phone, you'll be able to call up the

2 Ernst & Young counselors, and they will have

3 access to the same information that you see in

4 the Financial Engines website, and can walk you

5 through it.

6 If you're not comfortable understanding the

7 website, they can walk you through it so that

8 you understand just exactly what you're seeing,

9 and what it's telling you, so that it's clear.

10 TREASURER GALLAGHER: Let me ask you a

11 question.

12 If -- this is probably as powerful and as

13 good as there is out there. I know you spent a

14 lot of time trying to find it.

15 If we end up with bundled providers that

16 are going to also provide an educational

17 service, are we going to mandate that they take

18 advantage of this for -- for individuals when

19 they go talk to them?

20 MR. HERNDON: The law is very clear that --

21 and it says that the bundled providers are

22 limited to providing education about their

23 investment products.

24 I mean, it specifically uses -- I think the

25 word "its" investment products, meaning it --

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STATE BOARD OF ADMINISTRATION 34
November 14, 2001
1 that company's investment products.

2 So it's our expectation that almost all of

3 this generic information is the branded FRS

4 educational information and program and

5 so forth.

6 Now, we don't want to stop a bundled

7 provider who has good investment planning

8 information, or retirement planning

9 information, from providing that kind of

10 generic information.

11 I think you have to be very careful not to

12 get conflicting messages impacting the members,

13 and also not getting information that is --

14 that one vendor is -- is espousing about

15 another vendor's products and so forth.

16 And the --

17 TREASURER GALLAGHER: Right.

18 MR. HERNDON: -- and the law is very clear

19 that you can't do that.

20 GOVERNOR BUSH: Tom, I mean, if --

21 TREASURER GALLAGHER: I understand that.

22 But I'm nervous that now what the law says is

23 that the only thing a vendor can do is go in

24 and tell -- tell our employees that -- about

25 their products.

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STATE BOARD OF ADMINISTRATION 35
November 14, 2001
1 MR. HERNDON: Yes, sir.

2 TREASURER GALLAGHER: Well, some of them

3 aren't going to have a full range of products.

4 So --

5 MR. HERNDON: Well, we don't know that.

6 But -- but --

7 TREASURER GALLAGHER: I mean, I know --

8 MR. HERNDON: -- I mean --

9 TREASURER GALLAGHER: -- some have

10 different offerings, and some have a wide

11 variety, and some have a few less --

12 MR. HERNDON: That's correct.

13 TREASURER GALLAGHER: So --

14 MR. HERNDON: And some -- some may have a

15 full range, and some may have less than a full

16 range --

17 TREASURER GALLAGHER: Right.

18 MR. HERNDON: -- of offerings, that's

19 right.

20 But the program --

21 GOVERNOR BUSH: So the Financial Engine --

22 the -- the Financial Engine they use will be

23 designed for the offerings that they receive.

24 I mean, if --

25 TREASURER GALLAGHER: Well, let me ask you

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STATE BOARD OF ADMINISTRATION 36
November 14, 2001
1 this --

2 GOVERNOR BUSH: Isn't that right?

3 MR. HERNDON: Yes, sir.

4 GOVERNOR BUSH: And would those

5 Financial Engine results -- if you said, I

6 needed -- you know, I'm -- I'm making 40,000,

7 and I aspire to make 80,000, and I'm

8 forty-eight years old, and I intend to work

9 another 12 years, or 20 years, or whatever it

10 is, you give them all the information, and

11 they -- will the FRS Financial Engine come out

12 with more or less the same suggestions on asset

13 allocation as the -- as the financial

14 institutions that will be selling a bundled

15 product?

16 MR. HERNDON: Not necessarily. And that's

17 one of the concerns that I think everybody has,

18 is that you do find yourself in a situation

19 where some asset allocation models, and some

20 overall investment models are more or less

21 sophisticated than others. And so you can get

22 different results.

23 GOVERNOR BUSH: Marginally different or --

24 MR. HERNDON: Dramatically different in

25 some cases. I mean, you can -- you can clearly

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STATE BOARD OF ADMINISTRATION 37
November 14, 2001
1 see distinct differences between the messages

2 that you get.

3 And that's one of the concerns that -- that

4 we have, and one of the things that we're

5 proposing to talk to the bundled providers

6 further about, is to try and make sure that

7 there is at least some consistency of message

8 where it's appropriate; and where there's

9 appropriate divergence, that you also cultivate

10 that as well.

11 GOVERNOR BUSH: Tom?

12 TREASURER GALLAGHER: Can the -- well, I

13 don't know how to -- I -- can the educator from

14 a bundled provider bring up Financial Engines

15 for the individual retirement person's account,

16 and sort of show them how it works?

17 MR. HERNDON: I'm not sure. I don't know

18 the answer to that question.

19 Let me -- let me ask --

20 MR. ARNONE: Yeah. I'm not --

21 MR. HERNDON: -- Bill --

22 MR. ARNONE: -- not with Financial Engines.

23 I'm with Ernst & Young.

24 But clearly the Financial Engines tool,

25 just as Ernest & Young, could use it to counsel

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STATE BOARD OF ADMINISTRATION 38
November 14, 2001
1 the individual, and it should be made available

2 to anyone who wants to use it in that capacity.

3 GOVERNOR BUSH: Could you say who you are,

4 just for the --

5 MR. HERNDON: Yeah. This is Bill Arnone

6 with Ernst & Young.

7 Jim -- Dr. Francis is here, and has been

8 involved in an awful lot of the education

9 program.

10 Would you comment on that question, too?

11 TREASURER GALLAGHER: You know, I'm -- I'm

12 sort of looking at it that it -- they may want

13 to do it if they run some scenarios and find

14 out that their product's the one that it

15 recommends, and they may not want to do it if

16 it recommends somebody else's.

17 So -- but I don't know whether it would

18 even go that far to recommend individual

19 products.

20 DR. FRANCIS: The -- the tool definitely

21 does recommend individual products, and --

22 and -- and that is, I -- I think, ultimately

23 the issue.

24 The -- the tool may not recommend a high

25 cost product. The tool may well not recommend

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STATE BOARD OF ADMINISTRATION 39
November 14, 2001
1 an underperforming product, relative to

2 another.

3 So it's a question of whether we have an

4 accord on both sides, whether the bundled

5 provider is willing to use this tool, and

6 explain this tool in the first instance.

7 The second interest -- instance is, I -- I

8 don't have the answer. I will go back and

9 check the contract.

10 We simply have to make sure that

11 Financial Engines is in agreement that it's

12 appropriate for these parties to use that

13 particular tool.

14 TREASURER GALLAGHER: Now, remember,

15 they're using the tool with one of our

16 employees sitting there. So it's the employee

17 using it. This person's basically --

18 DR. FRANCIS: Right.

19 TREASURER GALLAGHER: -- with it is the way

20 I --

21 DR. FRANCIS: Under --

22 TREASURER GALLAGHER: -- understand it.

23 DR. FRANCIS: -- those circumstances, sure,

24 it's -- it's --

25 TREASURER GALLAGHER: Yeah. I'm not sure

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STATE BOARD OF ADMINISTRATION 40
November 14, 2001
1 that you get -- that somebody goes in and pulls

2 up everybody's stuff --

3 GOVERNOR BUSH: They've got to have --

4 TREASURER GALLAGHER: -- before they --

5 GOVERNOR BUSH: -- the call number. So --

6 TREASURER GALLAGHER: Right.

7 They should -- well, they will after they

8 sit down with them once.

9 DR. FRANCIS: Right. I --

10 GOVERNOR BUSH: No.

11 TREASURER GALLAGHER: Well, they shouldn't

12 be using it. But --

13 Okay. So there may not be an advantage --

14 DR. FRANCIS: Yeah. I thought you were

15 speaking of the --

16 TREASURER GALLAGHER: -- to the --

17 DR. FRANCIS: -- the bundled provider

18 saying, we offer this service from

19 Financial Engines. You know, we -- we --

20 TREASURER GALLAGHER: No. I was thinking

21 that -- Financial Engines is there. And if you

22 want us to go through it with you, we can.

23 MR. HERNDON: Yeah.

24 COMPTROLLER MILLIGAN: Let me, if I may,

25 Governor, follow up on that a little bit. And

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STATE BOARD OF ADMINISTRATION 41
November 14, 2001
1 it really refers to your ongoing support piece

2 here, which you didn't talk much about.

3 And in particular, the second choice tool

4 to help members considering changing plans.

5 How will that piece be activated?

6 If, for example -- for example, now

7 we're -- we're years into this process --

8 MR. HERNDON: Uh-hum.

9 COMPTROLLER MILLIGAN: -- and one of the

10 members is investing in a -- in a low

11 performing product, and -- and the second

12 choice tool, he or she can obviously try to

13 determine that. Or is there some obligation in

14 terms of ongoing support for the FRS, or

15 someone, to -- to bring that to the person's

16 attention?

17 DR. FRANCIS: Yes, indeed. We -- we will

18 certainly be bringing the second choice to

19 people's attention early on in the process.

20 The second choice tool becomes available to any

21 participant at the close of their initial

22 election window.

23 So, for example, for --

24 COMPTROLLER MILLIGAN: Well, yeah.

25 I -- I understand that.

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STATE BOARD OF ADMINISTRATION 42
November 14, 2001
1 I'm talking about now we're well into the

2 process now, and -- and there's a low performer

3 out there, and -- who will -- who will alert

4 this person, if anyone, the investor, to this

5 low performance?

6 DR. FRANCIS: There'll be at least two

7 ways, and we're hoping three ways that that's

8 going to happen.

9 Number one, if the person has used the tool

10 at least once, and that person has entered

11 their e-mail address into the system, which

12 they're asked to do, they will get an automatic

13 e-mail from Financial Engines whenever

14 Financial Engines has new advice for that

15 person, new information on how they can better

16 arrange their asset allocation and their

17 choices of investment.

18 COMPTROLLER MILLIGAN: Okay.

19 Good.

20 Now, does that apply to someone who has

21 opted -- if we have bundled providers, does

22 that apply to someone who has opted to invest

23 through a bundled provider?

24 DR. FRANCIS: Yes, indeed. It -- it

25 covers -- this tool covers all the choices --

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STATE BOARD OF ADMINISTRATION 43
November 14, 2001
1 COMPTROLLER MILLIGAN: So -- so in the

2 contracts that may be evolving with the bundled

3 provider would be the proviso that some

4 independent third party can recommend to an

5 investor in the bundled provider's product pool

6 that that's a bad product, and they ought to

7 change.

8 DR. FRANCIS: Yes, indeed.

9 TREASURER GALLAGHER: Let -- let me just

10 add one other thing to that.

11 If you had your own mutual fund that was in

12 there, and it was starting not to perform

13 right, it's going to send you an e-mail about

14 that, too.

15 DR. FRANCIS: Indeed. If you've --

16 TREASURER GALLAGHER: So it's going to be

17 any investment you have that it --

18 COMPTROLLER MILLIGAN: Yeah. I -- well,

19 I -- I -- I wanted to clarify particularly if

20 there were bundled providers --

21 TREASURER GALLAGHER: Well, remember now,

22 we're -- most everybody has -- and I guess

23 we're going to have to make a decision here.

24 But what pretty much everybody's done at

25 this point -- and we haven't finalized it one

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STATE BOARD OF ADMINISTRATION 44
November 14, 2001
1 way or the other.

2 But I know the State Board of

3 Administration staff and the Advisory Board has

4 basically said, no -- no longer are they really

5 bundled in the manner that they are the

6 recordkeepers. Pretty much the recordkeeping

7 by the bundled providers has been removed --

8 COMPTROLLER MILLIGAN: Well, I understand

9 that.

10 TREASURER GALLAGHER: Okay. So with that,

11 then --

12 COMPTROLLER MILLIGAN: Well, I -- I just

13 wanted to clarify. You know, there's a lot of

14 legal ramifications here of telling someone who

15 has invested in Bundle Provider A, that A has

16 got you in a bad product, and you ought to

17 change.

18 TREASURER GALLAGHER: Well, I don't think

19 it's going to do that. It's just going to say

20 that it's performing lower than other options

21 that you would have.

22 COMPTROLLER MILLIGAN: Well, any way you

23 want to couch it.

24 MR. HERNDON: Well, and let me make -- let

25 me make one other comment with respect to -- to

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STATE BOARD OF ADMINISTRATION 45
November 14, 2001
1 the concern, General.

2 We committed, and -- and it is built into

3 our policy document that guides this plan, that

4 on an annual basis, we will evaluate --

5 stepping back from an individual member point

6 of view, but on an annual basis, we will look

7 at the performance of products in the

8 aggregate, and make sure that they are not only

9 performing up to expectations, but they're

10 performing in a manner that is consistent with

11 the basis for which --

12 COMPTROLLER MILLIGAN: Okay. And that

13 includes if there were bundled providers.

14 MR. HERNDON: Absolutely.

15 COMPTROLLER MILLIGAN: And --

16 MR. HERNDON: Absolutely.

17 COMPTROLLER MILLIGAN: -- and then what

18 action could you take, if you had bundled

19 providers, and they weren't performing at a --

20 at a specific -- or a considered level?

21 MR. HERNDON: Well, there's the rub. As

22 you -- as I suspect you're very well aware.

23 COMPTROLLER MILLIGAN: That's what I'm

24 trying to get to --

25 MR. HERNDON: Right.

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STATE BOARD OF ADMINISTRATION 46
November 14, 2001
1 COMPTROLLER MILLIGAN: -- frankly.

2 MR. HERNDON: You have some limited choices

3 in that respect.

4 And Commissioner Gallagher's probably

5 experienced this through the deferred

6 compensation program, because it's a somewhat

7 similar phenomenon.

8 You can cap that product at that point,

9 stop it from future enrollment, you can attempt

10 to jawbone folks out of it and into a similar

11 product if you -- if you can do that.

12 We're not at all sure -- and I don't know

13 what Commissioner Gallagher's experience has

14 been, but we're not at all sure that you can

15 forcibly remove people from some of these

16 products once they're in them, even if they are

17 presented with the evidence that it's not the

18 best -- in their best interest.

19 But we certainly will make all of those

20 efforts --

21 COMPTROLLER MILLIGAN: But it is largely

22 jawboning.

23 MR. HERNDON: To a degree it's jawboning.

24 Now, you can prevent future enrollment --

25 COMPTROLLER MILLIGAN: Yes.

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STATE BOARD OF ADMINISTRATION 47
November 14, 2001
1 MR. HERNDON: -- and -- and that certainly

2 is one of the first things that you would do.

3 But you may not be in a position to enforce

4 that -- that dictum ultimately.

5 GOVERNOR BUSH: Can we -- can we have a

6 pause just --

7 I'm sorry. Go ahead.

8 COMPTROLLER MILLIGAN: Well, how about in

9 things like fees and controlling costs, what

10 amount -- I know what you can do on the

11 institutional side.

12 What can you do on the bundled side, if

13 there were bundled providers?

14 MR. HERNDON: Well, we will do our utmost

15 in the course of the contract negotiations; and

16 not only in the course of ultimately the

17 contract negotiations, if there are any, but

18 also in the negotiations that have taken place,

19 and will likely take place, to get fees down

20 as -- as far as we can, and as reasonable for

21 the --

22 COMPTROLLER MILLIGAN: Well, again --

23 MR. HERNDON: -- the services we --

24 COMPTROLLER MILLIGAN: -- I'm not talking

25 about what you might do in any further

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STATE BOARD OF ADMINISTRATION 48
November 14, 2001
1 negotiations, if that were to come to pass.

2 But I'm talking about two years from now.

3 MR. HERNDON: Right.

4 Well, it would be our hope that we'd build

5 into the contract, to the extent that there is

6 flexibility in the product offering itself,

7 break points for lowering costs as dollar

8 volume increases, and those kinds of things, as

9 costs are reduced by virtue of most favored

10 nation clauses, and those kinds of things, that

11 we benefit from all of those opportunities as

12 well.

13 So we'll do our utmost to build all of

14 those safeguards in. But I'm not --

15 COMPTROLLER MILLIGAN: Well, those --

16 MR. HERNDON: -- sure if that's exactly --

17 COMPTROLLER MILLIGAN: -- yeah. Well,

18 you're gett-- you're kind of getting at my

19 concern.

20 We haven't really in -- in terms of your

21 negotiations thus far with the series of

22 bundled providers that have been involved, you

23 haven't really gotten down into some of those

24 discussions at least to the extent where --

25 MR. HERNDON: That's correct.

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STATE BOARD OF ADMINISTRATION 49
November 14, 2001
1 COMPTROLLER MILLIGAN: -- a commitment has

2 been made.

3 And it would appear to me that if we were

4 to choose to go forward and -- and do some

5 additional negotiations, which is kind of your

6 Part II recommendation, that it ought to be

7 clear that we are -- really need to look hard

8 at how we control costs, how we handle low

9 performance in terms of products within the

10 bundled provider, as well as performance

11 overall by a bundled provider, and how you --

12 you can them, if you have to can them, besides

13 jawboning.

14 That we ought to drive, I think, a very

15 hard bargain in terms of the clout that we

16 would have, as similar to the clout that we

17 would have over the institutional products.

18 And that we ought to drive an extremely hard

19 bargain.

20 And that would --

21 MR. HERNDON: No, you're absolutely right.

22 COMPTROLLER MILLIGAN: -- comment.

23 MR. HERNDON: And -- and, in fact, one of

24 the -- one of the concepts that we are

25 contemplating employing, and I'm sure the --

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STATE BOARD OF ADMINISTRATION 50
November 14, 2001
1 the folks who are here are well aware that this

2 is coming, is stacking fees so that if the

3 DB plan and the DC plan both happen to use the

4 same vendor, for example, then we want to take

5 advantage of the cumulative price break that's

6 available to us --

7 COMPTROLLER MILLIGAN: Sure.

8 MR. HERNDON: -- by virtue of both of them

9 using that -- that fee.

10 And so --

11 GOVERNOR BUSH: Tom, can we pause here just

12 for a second --

13 MR. HERNDON: I'm sorry.

14 GOVERNOR BUSH: -- to recognize a group of

15 young men and women from the -- the

16 Youth Challenge, the Florida National Guard

17 program.

18 They're -- they're visiting us, I guess

19 from Camp Blanding; is that right?

20 MEMBER OF THE AUDIENCE: Yes, sir.

21 GOVERNOR BUSH: We're delighted to have you

22 here. And you're future State employees, so

23 you may want to sit and listen about the

24 options that you'll have.

25 Future leaders of our state, and we're

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STATE BOARD OF ADMINISTRATION 51
November 14, 2001
1 delighted that you're here.

2 Welcome.

3 (Applause.)

4 GOVERNOR BUSH: This is a -- this is the

5 exciting Florida Cabinet. It's the --

6 TREASURER GALLAGHER: Oh, yes.

7 GOVERNOR BUSH: -- State Board of

8 Administration part of it.

9 TREASURER GALLAGHER: Sure, it is.

10 That's why they make it only three people

11 have to be here.

12 MR. HERNDON: Well, I'm not going to go

13 into this particular portion of the

14 presentation a great deal further.

15 Again, I would just encourage you --

16 GOVERNOR BUSH: That's an --

17 MR. HERNDON: -- to take --

18 GOVERNOR BUSH: -- exciting chart.

19 MR. HERNDON: -- go to the -- go to the

20 website.

21 This one, I apologize, is -- is also

22 difficult to read. But I did want to at least

23 give you this information. I'm not going to go

24 into it at all.

25 But there was a concern about how

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STATE BOARD OF ADMINISTRATION 52
November 14, 2001
1 recordkeeping was analyzed as we looked at the

2 unbundled version versus the three firms that

3 provided it on a bundled basis, which would be

4 Fidelity, VALIC, and TIAA-CREF.

5 And so we simply tried to give you a little

6 synopsis of the key factors that -- that

7 entered into at least part of the

8 recommendation, not the least of which is cost.

9 And I understand that TIAA-CREF has pointed

10 out to us a -- a correction that we have made

11 to this. It does not affect the bottom line of

12 this chart, but it does affect the way

13 something was labeled.

14 And I want to make sure that that's on the

15 record.

16 TREASURER GALLAGHER: And that was?

17 MR. HERNDON: It was just the way we were

18 characterizing an administrative and services

19 fee. It doesn't -- as I say, it doesn't affect

20 the --

21 TREASURER GALLAGHER: Yeah.

22 MR. HERNDON: -- the bottom line.

23 The -- the next chart that I want to just

24 briefly touch on is, again, to give you a

25 sense -- there's been a lot of questions about

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STATE BOARD OF ADMINISTRATION 53
November 14, 2001
1 the costs of this program. And I know that

2 you're very sensitive to the fact that you've

3 got an ongoing program education component, and

4 that this huge movement through the system of

5 all 600,000 employees that are -- that are

6 benefiting from this education.

7 And so this table is simply to -- there to

8 try and give you a sense of the costs

9 associated with the services that are being

10 provided, and how they're being billed.

11 They're either on a flat fee, on a fee for

12 service basis, on a usage basis, and so forth.

13 So this takes some of the major program

14 components, and simply kind of ticks them off,

15 and says, here's the fees that we're paying to

16 the respective vendors, and here's how they're

17 being billed out, and comes up with the -- with

18 the total package.

19 And -- and that's really all I'm going to

20 say about it, except just to commend that to

21 you for -- for future reference.

22 GOVERNOR BUSH: Tom, one of the things

23 that -- that I've been frustrated with as it

24 relates to technology projects -- a lot of this

25 is technology based --

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STATE BOARD OF ADMINISTRATION 54
November 14, 2001
1 MR. HERNDON: Yes, sir.

2 GOVERNOR BUSH: -- is that we don't --

3 and -- and a lot of the vendors here are the

4 same vendors in other parts of government.

5 There's a group of maybe ten really good,

6 competent consulting technology firms, and we

7 keep buying stuff off the rack.

8 And then another state will probably follow

9 our lead on this, and they'll -- they'll -- the

10 same vendors will go to them, and -- and buy

11 that off the rack again. And we -- these

12 comp -- I think there's, like, a reconstruction

13 every time of a -- of a -- of a service that

14 basically would apply in California, or around

15 the world as it applies here.

16 Has there been any thought of -- of sharing

17 the -- the benefits of -- if we're the first --

18 and we're not the first to do this -- but as a

19 state perhaps we might be the -- the largest,

20 has there been any thought about benefitting

21 from this going forward so that we can lower

22 some of those costs?

23 Because they're pretty extraordinary.

24 TREASURER GALLAGHER: Especially Ketchum.

25 MR. HERNDON: Yes, sir, Governor.

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STATE BOARD OF ADMINISTRATION 55
November 14, 2001
1 In fact, as you would expect, some of this

2 information is in the public domain that is

3 available for us to provide to other interested

4 parties, other states, and other jurisdictions.

5 Some of it is proprietary based on the

6 specific financial modeling and so on and

7 so forth that -- that companies have.

8 And we've tried in each one of our

9 contracts to give us as much flexibility as we

10 can to take advantage of -- of benefits like

11 you're describing.

12 It isn't always feasible. There are some

13 propriety elements here that are protected.

14 But an awful lot of the information is

15 available, an awful lot of the technology's

16 available, and can be exported if -- if there

17 are other interests.

18 And we -- we do get contacted from time to

19 time by other parties, and -- and we're happy

20 to provide them with that information --

21 GOVERNOR BUSH: But you -- you haven't

22 ventured with any of our vendors --

23 MR. HERNDON: We have not made a specific

24 venture arrangement, no, sir.

25 TREASURER GALLAGHER: Well, what I'm

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STATE BOARD OF ADMINISTRATION 56
November 14, 2001
1 looking at, for example, Ketchum/Enterpulse,

2 they're going to do a web system Enter--

3 infrastructure development, hardware, software,

4 maintenance and repairs. And management fees,

5 and the single sign on, directory service, and

6 everything. We're paying four million bucks

7 for this, and they're designing it for us.

8 Do we have some kind of ownership of that,

9 and other people can use it, and we get a fee?

10 I think that's where the Governor was

11 coming from.

12 MR. HERNDON: We have ownership of it. I

13 don't know how much utility there is for other

14 folks to use it. But we have ownership of much

15 of this program, not -- not all of it.

16 And, again, I want to -- I want to stress

17 that not all of it is owned by -- by us, or at

18 least it's -- it's co-owned, if that's a fairer

19 way to -- to phrase it. And we can remarket

20 some of it if -- if that's of interest at some

21 future date.

22 TREASURER GALLAGHER: Well, let's say

23 Ketchum, you know, because of their doing it

24 here, gets a contract to do it somewhere

25 else --

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STATE BOARD OF ADMINISTRATION 57
November 14, 2001
1 MR. HERNDON: Right.

2 TREASURER GALLAGHER: -- and obviously they

3 take what they designed for us --

4 MR. HERNDON: Right.

5 TREASURER GALLAGHER: -- and going to tweak

6 it a little bit -- I mean, they get to charge

7 the next guy four million bucks.

8 Well, you know, I think we covered the

9 first of it. That's where I'm coming from.

10 MR. HERNDON: I understand.

11 And I don't know the specifics as it

12 relates to the Ketchum contract. I mean, if

13 you -- we can -- we can get into that at a

14 later time if you like, and we'll come back and

15 visit with you if that would be convenient, and

16 talk about some of those contracts

17 specifically.

18 GOVERNOR BUSH: I'd be interested,

19 because --

20 MR. HERNDON: Okay.

21 GOVERNOR BUSH: -- this is a common problem

22 that -- that we face across-the-board.

23 I mean, we are -- we're -- we're spending

24 hundreds of millions of dollars on really state

25 of the art technology to provide a -- a needed

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STATE BOARD OF ADMINISTRATION 58
November 14, 2001
1 service, not just to the SBA, but other places.

2 And then we -- we haven't -- normally we

3 haven't thought through the -- the end -- the

4 end game, which is that there's a benefit if

5 we're first or second of -- of selling this to

6 other people.

7 I guarantee you that Ketchum's going to go

8 around letting the world know that the fourth

9 largest pension fund in -- the eighth largest

10 in the world, or fourth largest in the country

11 is -- is doing this.

12 And -- and if we haven't -- if -- if the

13 vendor venture arrangement hasn't been -- been

14 excluded, because we're too far along, I would

15 encourage you looking at all this stuff.

16 TREASURER GALLAGHER: Okay.

17 MR. HERNDON: We'll do that, and we'll come

18 back and -- and talk about that with you

19 further.

20 GOVERNOR BUSH: Okay.

21 TREASURER GALLAGHER: Governor, I'd like to

22 sort of set little parameters here.

23 I just want my other two colleagues, and

24 the -- those in the audience to know that it is

25 my intention to recommend at this point, unless

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STATE BOARD OF ADMINISTRATION 59
November 14, 2001
1 something major changes, that we would move

2 ahead with the five vendors for continuing to

3 negotiate with the staff of the State Board.

4 And obviously we're interested in,

5 you know, what the fees are going to be, and --

6 and what the carry's going to be, and certain

7 funds that are in some way duplicated that

8 would be not duplicated.

9 And so just to set the parameters of what

10 I'm planning on doing so that maybe that will

11 keep some people from having to talk. And --

12 and it might add other people that want to

13 talk. I don't know.

14 But just -- that's -- just so that maybe

15 we'll get it in some kind of a -- there may be

16 something that somebody's going to say that's

17 going to make a huge change in my thoughts at

18 this point. But I will be surprised.

19 GOVERNOR BUSH: General?

20 COMPTROLLER MILLIGAN: I -- I would just

21 like to know exactly what is meant by

22 "extensive negotiations."

23 I'd like to know what the intent of the

24 negotiations are. I'd like to know what the

25 objective of the negotiations are before I buy

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STATE BOARD OF ADMINISTRATION 60
November 14, 2001
1 into that approach.

2 I don't think it should just be who can

3 bring me the lowest fees. As I tried to get to

4 a little while ago, there ought to be some

5 clarification of -- as to how we can control

6 and -- and otherwise have the clout necessary

7 to protect the members of the FRS.

8 And there are probably a lot of other

9 things that ought to be considered in

10 negotiations, including some of the, quote,

11 unquote, value-added things that may be brought

12 forward by a particular vendor.

13 So I -- I'd just like to have negot--

14 extensive negotiations defined in some way.

15 TREASURER GALLAGHER: Well, I wasn't

16 looking to contract them by any means. I -- as

17 far as I'm concerned, I think it --

18 COMPTROLLER MILLIGAN: Well, I -- I --

19 TREASURER GALLAGHER: -- anything -- any

20 opening you want to add, add it. I --

21 COMPTROLLER MILLIGAN: Well, I wasn't

22 suggesting that you were, Tom.

23 I'm just suggesting that I think it's

24 important that we -- they -- the vendors that

25 we're going to deal with, and the SBA, know

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STATE BOARD OF ADMINISTRATION 61
November 14, 2001
1 what our expectations are, and --

2 GOVERNOR BUSH: That's --

3 COMPTROLLER MILLIGAN: -- is all I'm trying

4 to get at.

5 GOVERNOR BUSH: You -- I think that's an

6 important tool, because -- I mean, an important

7 thing to -- to discuss.

8 I think the bundled providers would like a

9 little -- little guidance given to the SBA as

10 well as it relates to negotiation, so that --

11 so that there's some clarity on both sides.

12 And I think that's more than fair to --

13 in fact, it ought to be part of the res-- a

14 resolution that we -- we craft here right now.

15 I mean, I'm -- I concur with

16 Commissioner Gallagher's comment, although it

17 wasn't in a res-- it wasn't in a resolution

18 form. If it was, I would second --

19 TREASURER GALLAGHER: Well --

20 GOVERNOR BUSH: -- it.

21 TREASURER GALLAGHER: -- it wasn't in a --

22 in a motion yet. But that's what I plan on

23 doing. And I guess, if it'll make people

24 happy, Fidelity, VALIC, ING Aetna, Nationwide,

25 and Prudential is who I'm talking about.

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STATE BOARD OF ADMINISTRATION 62
November 14, 2001
1 If --

2 GOVERNOR BUSH: Those are the -- the -- the

3 recommendations --

4 TREASURER GALLAGHER: -- five that have

5 been --

6 GOVERNOR BUSH: -- from PEORP and IA-- the

7 IAC, right?

8 TREASURER GALLAGHER: That's correct.

9 Now, that passed through that committee on

10 a 10 to 2 vote.

11 I want to -- okay. I guess we'll go ahead.

12 I -- I won't add to that right now.

13 MR. HERNDON: Well, Governor, if it -- if

14 it would be helpful, perhaps in responding

15 briefly to the General's comments, and we can

16 kind of skip over the staff recommendations.

17 I mean, I -- I -- you're all familiar with

18 them, and --

19 TREASURER GALLAGHER: We did skip over

20 them. That's why I made it --

21 MR. HERNDON: I --

22 TREASURER GALLAGHER: -- when I did.

23 MR. HERNDON: I -- I understand.

24 TREASURER GALLAGHER: I figured that'd max

25 some of the time.

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STATE BOARD OF ADMINISTRATION 63
November 14, 2001
1 MR. HERNDON: I'm giving you a second

2 opportunity. But I -- I understand the

3 message.

4 Essentially, what -- what we focused on in

5 this endeavor, and would be the focus of any

6 further negotiations are -- are five

7 ingredients.

8 And I -- I -- I say these five ingredients,

9 not intending to leave anything out

10 necessarily, but in the interest of just kind

11 of simplifying the conversation.

12 And -- and they are: Investment

13 performance, the quality of the investment

14 products themselves. And I -- when I'm

15 thinking about quality, I'm talking about high

16 degrees of confidence in consistent

17 performance, preferably outperformance of a

18 benchmark that -- that is chosen.

19 Secondly is the fees or costs associated

20 with providing the -- the program. There

21 obviously we want as low a cost as we can

22 reasonably expect to get for the products.

23 We're not trying to drive people into

24 bankruptcy, but we know pretty well what the

25 costs of various product offerings are with a

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STATE BOARD OF ADMINISTRATION 64
November 14, 2001
1 reasonable degree of confidence.

2 The third is a very solid educational

3 program that is complimentary -- I want to

4 stress that -- that word of the PEORP program

5 and its education program.

6 And where possible, we can break out

7 education elements that vendors propose to

8 offer on a fee for service basis so we can

9 compare apples to apples, and we can make some

10 recent decisions about Provider A can provide

11 this kind of high touch service; and Provider B

12 can, we can see how much they would charge.

13 Fourth is recordkeeping synchronization.

14 Now, for the most part --

15 TREASURER GALLAGHER: I thought that

16 both -- didn't you recommend not having that,

17 and then the -- the Advisory Board recommended

18 not having that?

19 MR. HERNDON: Yes, sir. But -- but

20 there -- I'm not -- I'm not talking here about

21 providing recordkeeping. I'm talking here

22 about synchronizing with our recordkeeper.

23 And there are two or three things that we

24 have concerns about. All of the vendors have

25 indicated to us that they can comply --

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STATE BOARD OF ADMINISTRATION 65
November 14, 2001
1 for example, daily pricing of the employees'

2 accounts. It's critical in this kind of thing.

3 They have to be able to meet the time

4 tables that we have to get that pricing

5 information to the recordkeeper. So there are

6 some boilerplate concerns that we have from

7 each vendor, that we want to hear them say we

8 can meet in a very clear form.

9 Now, we don't, frankly, expect that any of

10 the firms will -- will have a problem by these.

11 We -- we just want to hear it restated.

12 And then, finally, there -- there are --

13 and, again, this is kind of a broad category,

14 but there are some transition issues we've

15 talked about in the past. Some firms have the

16 capability to accept in-kind transfers of stock

17 portfolios, for example, from us. That just

18 lowers the cost of the program overall to

19 everybody.

20 So those are the five global kind of

21 ingredients in -- in the negotiation.

22 Now, what we did -- and I appreciate that

23 this is somewhat presumptuous on our part. But

24 we e-mailed out to all of the vendors on Friday

25 afternoon -- this past Friday afternoon, a list

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STATE BOARD OF ADMINISTRATION 66
November 14, 2001
1 that is vendor specific to the five vendors

2 that Commissioner Gallagher just highlighted,

3 some concerns with respect to their specific

4 products. And asked them to be prepared to

5 talk about those in specific terms.

6 And we, in fact, did as

7 Commissioner Gallagher highlighted as well,

8 also highlighted some areas where there are

9 some duplicate products. For example, we've

10 got divergent costs, and -- and so forth.

11 We've also tried to be very mindful of

12 coming up with a good diversified line-up of

13 investment options.

14 And so those are the broad categories.

15 It's our expectation that with the information

16 we provided to the firms last Friday, if the

17 Trustees ultimately do decide to go forward

18 along these lines, that they understand our

19 concerns.

20 We've had a couple of requests for

21 clarification. Nothing major. We've responded

22 to those.

23 We would expect to start those negotiations

24 this afternoon. We would run through this

25 week, being mindful of the Thanksgiving

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STATE BOARD OF ADMINISTRATION 67
November 14, 2001
1 holiday. But this is basically everybody's

2 last chance.

3 Obviously when we get to actually

4 negotiating a contract, if one is called for,

5 you have to reduce all of that to a much more

6 excruciating form of written report.

7 But -- but that's by-in-large the -- the

8 thrust of the --

9 GOVERNOR BUSH: Tom.

10 MR. HERNDON: -- negotiations.

11 GOVERNOR BUSH: What about the General's

12 concern about customer protection?

13 I'm not sure what -- how you called it.

14 But the -- the ongoing issues of -- of --

15 that were -- that he brought up. Couldn't that

16 be another element of this -- I don't think he

17 described it in those five --

18 MR. HERNDON: Well, absolutely. When I

19 talked about fees and costs, I'm -- I'm

20 including that in that category. And I

21 apologize if I'm not being more --

22 GOVERNOR BUSH: Well --

23 MR. HERNDON: -- explicit --

24 TREASURER GALLAGHER: -- well, I think

25 you're talking about in quality.

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STATE BOARD OF ADMINISTRATION 68
November 14, 2001
1 GOVERNOR BUSH: More than fees.

2 TREASURER GALLAGHER: In other words, their

3 quality area is -- we know their quality today.

4 But managers change.

5 MR. HERNDON: Right.

6 TREASURER GALLAGHER: And we've had that --

7 MR. HERNDON: Right.

8 TREASURER GALLAGHER: -- in our deferred

9 comp, and we've had to get -- you know, get rid

10 of a -- a mutual fund because it lost a good

11 manager they had, and it started to slip in

12 performance.

13 And it needs to -- at that point, needs to

14 come off the table.

15 MR. HERNDON: Right.

16 TREASURER GALLAGHER: And then -- and what

17 we do, as the General said, we inform people

18 that we no longer allow people to put money in

19 it, and we recommend they might want to move to

20 somewhere else.

21 And we -- it's hard to make them, although

22 a couple of them, I see them getting hurt so

23 much, I'd feel like just closing it down, and

24 moving it for them.

25 And I --

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STATE BOARD OF ADMINISTRATION 69
November 14, 2001
1 MR. HERNDON: Right.

2 TREASURER GALLAGHER: -- we may or may not

3 have the legal authority to do that. But

4 the --

5 COMPTROLLER MILLIGAN: Well, that --

6 TREASURER GALLAGHER: -- issue should be

7 gone over.

8 COMPTROLLER MILLIGAN: And -- and that's

9 what I'm concerned about now. I think we ought

10 to build through --

11 TREASURER GALLAGHER: That's right.

12 COMPTROLLER MILLIGAN: -- these

13 negotiations the legal clout, whatever you --

14 however you want to describe it, that enables

15 us to effectively fly high cover for the

16 employees that are investing in bundled

17 providers.

18 MR. HERNDON: Yes, sir.

19 I completely agree with you --

20 COMPTROLLER MILLIGAN: Whatever that means.

21 And it means a lot to me that you are going to

22 build in a tremendous amount of protection.

23 And that means that these bundled providers

24 have got to come forward and negotiate to that

25 end.

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STATE BOARD OF ADMINISTRATION 70
November 14, 2001
1 MR. HERNDON: Yes, sir.

2 TREASURER GALLAGHER: Well, what this also

3 means is that the employees need to know

4 that -- I mean, it -- it really looks like how

5 big a parents do we want to be in this. And --

6 GOVERNOR BUSH: Yes.

7 TREASURER GALLAGHER: -- that's -- that's

8 sort of the -- part of the problem in -- in

9 this. And that is --

10 COMPTROLLER MILLIGAN: It -- it isn't a

11 question of how big we want to be, but if we

12 want to be big, we ought to have the capacity

13 to do it.

14 I'm not suggesting anything other than we

15 build into right now the ability to do whatever

16 we need to do. And I don't know what that is.

17 TREASURER GALLAGHER: Well, I mean, I can

18 tell you, there's --

19 COMPTROLLER MILLIGAN: -- protection for

20 members of the FRS.

21 TREASURER GALLAGHER: There is -- there is

22 something that should be built in, and that is

23 that we -- that we don't have -- or it's

24 questionable if we have in the deferred comp

25 plan.

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STATE BOARD OF ADMINISTRATION 71
November 14, 2001
1 And that is, if we have a true

2 nonperformer, in other words, it just doesn't

3 perform any more, because of whatever reason --

4 usually it's management problems -- that you

5 can take -- that the people know that you can

6 take their money from that -- and it's got to

7 be a bad -- I mean, there's got to be some

8 criteria there. You just don't want to move

9 people's money around, that -- you know, give

10 them a choice to move it, and if they don't

11 move it to wherever they want, then somehow or

12 another --

13 GOVERNOR BUSH: I --

14 TREASURER GALLAGHER: -- we're in a

15 fiduciary responsibility to move it.

16 COMPTROLLER MILLIGAN: I'm not going to try

17 to describe all those details. I -- I just

18 want to make sure that we have the capacity.

19 I think everybody understands that.

20 MR. HERNDON: It --

21 COMPTROLLER MILLIGAN: And also would like

22 to just add one other thing, Governor, if I

23 may.

24 That is, I -- I recognize in the education

25 piece here, you talk about the complementary,

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STATE BOARD OF ADMINISTRATION 72
November 14, 2001
1 and that can be a positive thing for a

2 particular bundled provider that really adds

3 some value to what they are providing. There

4 are probably a bunch of other complementary

5 things.

6 And I just would be -- I would ask you to,

7 you know, consider other things that some of

8 these bundled providers may bring if -- to the

9 table in a complementary sense.

10 MR. HERNDON: Yes, sir.

11 If I might add, Governor, and I

12 apologize -- it -- just make this one comment,

13 because it may be helpful.

14 Any recommendation that we were to bring

15 back to you postnegotiation would be couched in

16 the subject to successful negotiation of a

17 contract.

18 So it would be that we would recommend A,

19 B, or C, or none of the above. But all of that

20 would be subject to negotiating a contract on

21 terms that we find agreeable to us.

22 So --

23 GOVERNOR BUSH: As we try to set the tone

24 for these negotiations, I'm not sure how we do

25 this in a motion form.

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STATE BOARD OF ADMINISTRATION 73
November 14, 2001
1 But I would add that a defined contribution

2 plan, there's an underlying premise that people

3 are empowered to make choices for themselves as

4 well.

5 And we could -- you could attempt to create

6 a -- a negotiation climate that basically says,

7 benefits of defined -- you know, the defined

8 benefit program, we're just going to impose it

9 on defined contribution.

10 It's a totally different philosophy that's

11 underneath this. And -- and I hope that we

12 don't lose sight of that.

13 The -- the people that are risk -- certain

14 people, because of the longevity of service,

15 clearly are not going to opt into this. There

16 are other people that maybe, because of

17 their -- when -- in that initial education

18 phase will stay in the defined benefit plan.

19 But there are others that have the

20 capability of making decisions for themselves

21 with proper advice.

22 And I think our focus ought to be,

23 negotiate the best price, make sure that there

24 is compatibility in the education so that

25 there's not some inconsistency that -- that

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STATE BOARD OF ADMINISTRATION 74
November 14, 2001
1 creates confusion --

2 MR. HERNDON: Right.

3 GOVERNOR BUSH: -- for the people that

4 are -- we've empowered to make choices for

5 themselves, make sure that there are the legal

6 protections that the General has brought up

7 going forward. And that, you know, the best

8 way to do this is up front.

9 But in the context of -- of the defined

10 contribution plan, not the defined benefit

11 plan.

12 And -- and then this investment performance

13 issue needs to be discussed. And I think today

14 is the day to do it. Because there seems to be

15 a lot of confusion about how you measure

16 performance.

17 And -- and perhaps we should air that out,

18 and -- and then maybe move forward to finish

19 this today at least.

20 MR. HERNDON: We'll be happy to do that.

21 I -- I think it might be worthwhile,

22 Governor, and -- and members, if -- if you're

23 agreeable. The Chairs of the Investment

24 Advisory Council, Ms. Grant, who's

25 Comptroller Milligan's appointee; and

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1 Ms. Cariseo, are here on behalf of -- in her

2 case, the Advisory Council for PEORP.

3 And I think they may wish to have a couple

4 of words, and then we can move to --

5 GOVERNOR BUSH: Great.

6 MR. HERNDON: -- the speakers.

7 I think there's probably a shorter list

8 than there was a few minutes ago --

9 TREASURER GALLAGHER: Good.

10 MR. HERNDON: -- and -- and go -- get back

11 to -- to the program.

12 TREASURER GALLAGHER: Before you do, Tom --

13 MR. HERNDON: Yes, sir.

14 TREASURER GALLAGHER: -- there -- there was

15 a tie vote, which sort of ends up a loser, in

16 regards to at least -- let's look at

17 SunAmerica, which now has been merged through

18 acquisitions by AIG, so that it's a sister

19 company of VALIC.

20 We've taken a pretty strong stand not to

21 have not an annuity program in this Tier IV.

22 Is that what I remember?

23 MR. HERNDON: Thus far.

24 TREASURER GALLAGHER: Thus far.

25 Would you sort of give me staff's opinion

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1 on that -- and I would guess that someone from

2 SunAmerica's going to give us their opinion on

3 it -- just so we can have yours now, and listen

4 to theirs later?

5 Because I -- I left that out on purpose

6 because of the desire not to have an annuity

7 accumulation, because the problems really that

8 we had in it with defined contribution.

9 Many of the product bundled providers have

10 removed annuity accumulation from their

11 retirement plan.

12 So if you'll give us just a touch on that.

13 MR. HERNDON: And this is a -- a com-- a

14 composite of the consultants that worked with

15 us, Mercer, and Dr. Milevsky from Canada,

16 and -- and our own staff's review.

17 Essentially there were two vendors who

18 recommended or proposed annuity style products.

19 We looked at both of the products fairly

20 extensively, had a separate set of analyses and

21 so forth that -- that took place on those.

22 And ultimately concluded that from the

23 standpoint of the costs associated with the

24 annuity, the liquidity problems that existed,

25 and the returns that were available for the

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STATE BOARD OF ADMINISTRATION 77
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1 associated lockup periods and so forth, that

2 there wasn't sufficient merit to recommend any

3 of those vendors.

4 There is no question that there are

5 circumstances under which an annuity product is

6 useful. In our belief and recommendation, we

7 felt that it was much clearer -- a case could

8 be made on the next --

9 TREASURER GALLAGHER: On the retirement --

10 MR. HERNDON: -- process as you distribute

11 the products, when you annuitize your earnings

12 and distribute it, as opposed to on the

13 accumulation phase, tend to be very high costs

14 associated with the accumulation phase --

15 TREASURER GALLAGHER: Right.

16 MR. HERNDON: -- there are liquidity

17 problems, and so on and so forth.

18 That's -- that's it in a nutshell.

19 TREASURER GALLAGHER: Let me just ask you

20 this -- this is going to make it real easy for

21 you.

22 Both -- both products that you looked at

23 carried a penalty for moving your money from

24 there to somewhere else?

25 MR. HERNDON: As I recall --

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1 TREASURER GALLAGHER: For the --

2 MR. HERNDON: No. As I recall, one did

3 not. Or at least one was striving to eliminate

4 virtually all of the associated liquidity kind

5 of --

6 GOVERNOR BUSH: That would be --

7 MR. HERNDON: -- products.

8 GOVERNOR BUSH: -- the Sun?

9 MR. HERNDON: That was Sun. Yes.

10 TREASURER GALLAGHER: Okay. Well, we'll --

11 so they don't have any penalty for moving out

12 of it.

13 MR. HERNDON: As best I can recollect,

14 that's the case. I --

15 TREASURER GALLAGHER: Well, I'm sure

16 they're going to --

17 MR. HERNDON: -- Dr. Francis. But they

18 may -- and they'll, I'm sure, clarify that for

19 us as well.

20 So --

21 GOVERNOR BUSH: I'm sure they will.

22 MR. HERNDON: Yes. Ms. Cariseo, Ms. Grant.

23 GOVERNOR BUSH: Welcome.

24 TREASURER GALLAGHER: And thank you for

25 your hard work, unpaid. If you went through

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1 all the diligence of going through the reports

2 that you've had, all of you, and the rest of

3 the Advisory, too, we thank you very much.

4 Because I know it was a tremendous --

5 GOVERNOR BUSH: Absolutely.

6 TREASURER GALLAGHER: -- amount of work and

7 dedication that you did.

8 And I want to personally thank you.

9 MS. GRANT: Thank you. We appreciate that.

10 Good morning, Governor Bush,

11 General Milligan, and Commissioner Gallagher.

12 I was asked to speak to you today to present

13 the views of the members of the Investment

14 Advisory Council, which I Chair.

15 Last Thursday, both the Advisory Councils

16 were asked to consider the inclusion of bundled

17 providers in the program.

18 I've been a member of the IAC since 1998,

19 and have never before seen an issue exude such

20 passion from the members and the vendor

21 community.

22 TREASURER GALLAGHER: It's called money.

23 Not passion. Money.

24 MS. GRANT: When it comes to politics, I am

25 a neophyte. So a lot of this -- and all of

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