HomeMy WebLinkAboutAGMT - ICMA Retirement Corporation (Plan Update) ICMA RETIREMENT CORPORATION
Deferred
Compensation
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Plan
PLAN & TRUST
DOCUMENT
ICMA RETIREMENT CORPORATION
The Public Sector Expert
457 Plan and Trust Document
DEFERRED COMPENSATION PLAN & TRUST
As Amended and Restated Effective January 1, 2002
Article I. Purpose
The Employer hereby establishes the Employer's Deferred Compensation Plan and Trust,
hereafter referred to as the "Plan." The Plan consists of the provisions set forth in this
document.
The primary purpose of this Plan is to provide retirement income and other deferred benefits
to the Employees of the Employer and the Employees' Beneficiaries in accordance with the
provisions of Section 457 of the Internal Revenue Code of 1986, as amended (the "Code").
This Plan shall be an agreement solely between the Employer and participating Employees.
The Plan and Trust forming a part hereof are established and shall be maintained for the
exclusive benefit of Participants and their Beneficiaries. No part of the corpus or income of
the Trust shall revert to the Employer or be used for or diverted to purposes other than the
exclusive benefit of Participants and their Beneficiaries.
Article II. Definitions
2.01 Account: The bookkeeping account maintained for each Participant reflecting the
cumulative amount of the Participant's Deferred Compensation, including any income,
gains, losses, or increases or decreases in market value attributable to the Employer's
investment of the Participant's Deferred Compensation, and further reflecting any
distributions to the Participant or the Participant's Beneficiary and any fees or expenses
charged against such Participant's Deferred Compensation.
2.02 Accounting Date: Each business day that the New York Stock Exchange is open for
trading, as provided in Section 6.06 for valuing the Trust's assets.
2.03 Administrator: The person or persons named to carry out certain nondiscretionary
administrative functions under the Plan, as hereinafter described. The Employer may
remove any person as Administrator upon 60 days' advance notice in writing to such person,
in which case the Employer shall name another person or persons to act as Administrator.
The Administrator may resign upon 60 days' advance notice in writing to the Employer, in
which case the Employer shall name another person or persons to act as Administrator.
2.04 Automatic Distribution Date: April 1 of the calendar year after the Plan Year the
Participant attains age 70-1/2 or, if later, has a Severance Event.
2.05 Beneficiary: The person or persons designated by the Participant in his or her Joinder
Agreement who shall receive any benefits payable hereunder in the event of the Participant's
death. In the event that the Participant names two or more Beneficiaries, each Beneficiary
shall be entitled to equal shares of the benefits payable at the Participant's death, unless
otherwise provided in the Participant's Joinder Agreement. If no beneficiary is designated in
the Joinder Agreement, if the Designated Beneficiary predeceases the Participant, or if the
designated Beneficiary does not survive the Participant for a period of fifteen (15) days, then
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the estate of the Participant shall be the Beneficiary. If a married Participant resides in a
community or marital property state, the Participant shall be responsible for obtaining
appropriate consent of his or her spouse in the event the Participant designates someone
other than his or her spouse as Beneficiary. The preceding sentence shall not apply with
respect to a Deemed IRA under Article IX.
2.06 Deemed IRA: A separate account or annuity established under the Plan that complies
with the requirements of Section 408(q) of the Code and any regulations promulgated
thereunder.
2.07 Deferred Compensation: The amount of Includible Compensation otherwise payable
to the Participant which the Participant and the Employer mutually agree to defer
hereunder, any amount credited to a Participant's Account by reason of a transfer under
Section 6.09 or 6.10, a rollover under Section 6.11, or any other amount which the
Employer agrees to credit to a Participant's Account.
2.08 Dollar Limitation: The applicable dollar amount within the meaning of Section
457(b)(2)(A) of the Code, as adjusted for the cost-of-living in accordance with Section
457(e)(15) of the Code.
2.09 Employee: Any individual who provides services for the Employer, whether as an
employee of the Employer or as an independent contractor, and who has been designated by
the Employer as eligible to participate in the Plan.
2.10 Employer: _ , which is a political
subdivision, agency or instrumentality of the [State/Commonwealth] of
, described in Section 457(e)(1)(A) of the Code.
2.11 457 Catch-Up Dollar Limitation: Twice the Dollar Limitation.
2.12 Includible Compensation: Includible Compensation of a Participant means the
"Participant's compensation," as defined in Section 415(c)(3) of the Code, for services
performed for the Employer. Includible Compensation shall be determined without regard
to any community property laws. Includible Compensation shall include any pre-tax
contributions to an integral part trust of the employer providing retiree health care benefits.
2.13 Joinder Agreement: An agreement entered into between an Employee and the
Employer, including any amendments or modifications thereof. Such agreement shall fix the
amount of Deferred Compensation, specify a preference among the investment alternatives
designated by the Employer, designate the Employee's Beneficiary or Beneficiaries, and
incorporate the terms, conditions, and provisions of the Plan by reference.
2.14 Normal Limitation: The maximum amount of Deferred Compensation for any
Participant for any taxable year (other than amounts referred to in Sections 6.09, 6.10, and
6.11).
2.15 Normal Retirement Age: Age 70-1/2, unless the Participant has elected an alternate
Normal Retirement Age by written instrument delivered to the Administrator prior to a
Severance Event. A Participant's Normal Retirement Age determines the period during
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which a Participant may utilize the 457 Catch-Up Dollar Limitation of Section 5.02(b)
hereunder. Once a Participant has to any extent utilized the catch-up limitation of Section
5.02(b), his Normal Retirement Age may not be changed.
A Participant's alternate Normal Retirement Age may not be earlier than the earliest date
that the Participant will become eligible to retire and receive immediate, unreduced
retirement benefits under the Employer's basic defined benefit retirement plan covering the
Participant (or a money purchase pension plan in which the Participant also participates if
the Participant is not eligible to participate in a defined benefit plan), and may not be later
than the date the Participant will attain age 70-1/2. If a Participant continues employment
after attaining age 70-1/2, not having previously elected an alternate Normal Retirement
Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory
retirement age, if any, established by the Employer, or the age at which the Participant
actually has a Severance Event if the Employer has no mandatory retirement age. If the
Participant will not become eligible to receive benefits under a basic defined benefit
retirement plan (or money purchase pension plan, if applicable) maintained by the
Employer, the Participant's alternate Normal Retirement Age may not be earlier than 65 and
may not be later than age 70-1/2.
In the event the Plan has Participants that include qualified police or firefighters (as defined
under Section 415(b)(2)(H)(ii)(I) of the Code), a normal retirement age may be designated
for such qualified police or firefighters that is not earlier than age 40 or later than age 70-1/2.
Alternatively, qualified police or firefighters may be permitted to designate a normal
retirement age that is between age 40 and age 70-1/2.
2.16 Participant: Any Employee who has joined the Plan pursuant to the requirements of
Article IV. For purposes of section 6.11 of the Plan, the term Participant includes a former
Employee of the Employer.
2.17 Percentage Limitation: 100 percent of the participant's Includible Compensation
available to be contributed as Deferred Compensation for'the taxable year.
2.18 Plan Year: The calendar year.
2.19 Retirement: The first date upon which both of the following shall have occurred with
respect to a participant: Severance Event and attainment of age 65.
2.20 Severance Event: A severance of the Participant's employment with the Employer
within the meaning of Section 457(d)(1)(A)(ii) of the Code.
In general, a Participant shall be deemed to have experienced a Severance Event for purposes
of this Plan when, in accordance with the established practices of the Employer, the
employment relationship is considered to have actually terminated. In the case of a
Participant who is an independent contractor of the Employer, a Severance Event shall be
deemed to have occurred when the Participant's contract under which services are performed
has completely expired and terminated, there is no foreseeable possibility that the Employer
will renew the contract or enter into a new contract for the Participant's services, and it is not
anticipated that the Participant will become an Employee of the Employer, or such other
events as may be permitted under the Code.
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457 Plan and Trust Document
2.21 Trust: The Trust created under Article VI of the Plan which shall consist of all
compensation deferred under the Plan, plus any income and gains thereon, less any losses,
expenses and distributions to Participants and Beneficiaries.
Article III. Administration
3.01 Duties of the Employer: The Employer shall have the authority to make all
discretionary decisions affecting the rights or benefits of Participants which may be required
in the administration of this Plan. The Employer's decisions shall be afforded the maximum
deference permitted by applicable law.
3.02 Duties of Administrator: The Administrator, as agent for the Employer, shall
perform nondiscretionary administrative functions in connection with the Plan, including
the maintenance of Participants' Accounts, the provision of periodic reports of the status of
each Account, and the disbursement of benefits on behalf of the Employer in accordance
with the provisions of this Plan.
Article IV. Participation in the Plan
4.01 Initial Participation: An Employee may become a Participant by entering into a
Joinder Agreement prior to the beginning of the calendar month in which the Joinder
Agreement is to become effective to defer compensation not yet earned, or such other date as
may be permitted under the Code. A new employee may defer compensation in the calendar
month during which he or she first becomes an employee if a Joinder Agreement is entered
into on or before the first day on which the employee performs services for the Employer.
4.02 Amendment of Joinder Agreement: A Participant may amend an executed Joinder
Agreement to change the amount of Includible Compensation not yet earned which is to be
deferred (including the reduction of such future deferrals to zero). Such amendment shall
become effective as of the beginning of the calendar month commencing after the date the
amendment is executed, or such other date as may be permitted under the Code. A
Participant may at any time amend his or her Joinder Agreement to change the designated
Beneficiary, and such amendment shall become effective immediately.
Article V. Limitations on Deferrals
5.01 Normal Limitation: Except as provided in Section 5.02, the maximum amount of
Deferred Compensation for any Participant for any taxable year, shall not exceed the lesser of
the Dollar Limitation or the Percentage Limitation.
5.02 Catch-Up Limitations:
(a) Catch-up Contributions for Participants Age 50 and Over: A Participant who has
attained the age of 50 before the close of the Plan Year, and with respect to
whom no other elective deferrals may be made to the Plan for the Plan Year by
reason of the Normal Limitation of Section 5.01, may enter into a Joinder
Agreement to make elective deferrals in addition to those permitted by the
Normal Limitation in an amount not to exceed the lesser of(1) the applicable
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457 Plan and Trust Document
dollar amount as defined in Section 414(v)(2)(B) of the Code, as adjusted for the
cost-of-living in accordance with Section 414(v)(2)(C) of the Code, or (2) the
excess (if any) of (i) the Participant's compensation (as defined in Section
415(c)(3) of the Code) for the year, over (ii) any other elective deferrals of the
Participant for such year which are made without regard to this Section 5.02(a).
An additional contribution made pursuant to this Section 5.02(a) shall not, with
respect to the year in which the contribution is made, be subject to any otherwise
applicable limitation contained in Section 5.01 above, or be taken into account
in applying such limitation to other contributions or benefits under the Plan or
any other plan. This Section 5.02(a) shall not apply in any year to which a
higher limit under Section 5.02(b) applies.
(b) Last Three Years Catch-up Contribution: For each of the last three (3) taxable
years for a Participant ending before his or her attainment of Normal Retirement
Age, the maximum amount of Deferred Compensation shall be the lesser of: (1)
the 457 Catch-Up Dollar Limitation, or (2) the sum of (i) the Normal
Limitation for the taxable year, and (ii) the Normal Limitation for each prior
taxable year of the Participant commencing after 1978 less the amount of the
Participant's Deferred Compensation for such prior taxable years. A prior
taxable year shall be taken into account under the preceding sentence only if (x)
the Participant was eligible to participate in the Plan for such year, and (y)
compensation (if any) deferred under the Plan (or such other plan) was subject to
the Normal Limitation.
5.03 Sick, Vacation and Back Pay: If the Employer so elects, a Participant may defer all
or a portion of the value of the Participant's accumulated sick pay, accumulated vacation pay
and/or back pay, provided that such deferral does not cause total deferrals on behalf of the
Participant to exceed the Dollar Limitation or Percentage Limitation (including any Catch-
up Dollar Limitation) for the year of deferral. The election to defer such sick, vacation
and/or back pay must be made pursuant to a Joinder Agreement entered into before the
beginning of the month in which the amounts would otherwise be paid or made available to
the Participant, and the Participant must be an Employee in that month. In the case of sick,
vacation and back pay that is payable before the Participant has a Severance Event, the
preceding requirements are deemed to be satisfied if the Joinder Agreement providing for the
deferral is entered into before the amount is currently available.
5.04 Other Plans: Notwithstanding any provision of the Plan to the contrary, the
amount excludible from a Participant's gross income under this Plan or any other eligible
deferred compensation plan under Section 457(b) of the Code shall not exceed the limits set
forth in Sections 457(b) and 414(v) of the Code.
5.05 Excess Deferrals: Any amount that exceeds the maximum Dollar Limitation or
Percentage Limitation (including any applicable Catch-Up Dollar Limitation) for a taxable
year, shall constitute an excess deferral for that taxable year. Any excess deferral shall be
distributed in accordance with the requirements for excess deferrals under the Code and
Section 1.457-4(e) of the Income Tax Regulations.
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457 Plan and Trust Document
Article VI. Trust and Investment of Accounts
6.01 Investment of Deferred Compensation: A Trust is hereby created to hold all the
assets of the Plan (except Deemed IRA contributions and earnings thereon held pursuant to
Article IX) for the exclusive benefit of Participants and Beneficiaries,except that expenses
and taxes may be paid from the Trust as provided in Section 6.03. The trustee shall be the
Employer or such other person that agrees to act in that capacity hereunder.
6.02 Investment Powers: The trustee or the Administrator, acting as agent for the trustee,
shall have the powers listed in this Section with respect to investment of Trust assets, except
to the extent that the investment of Trust assets is directed by Participants, pursuant to
Section 6.05.
(a) To invest and reinvest the Trust without distinction between principal and
income in common or preferred stocks, shares of regulated investment companies
and other mutual funds, bonds, loans, notes, debentures, certificates of deposit,
contracts with insurance companies including but not limited to insurance,
individual or group annuity, deposit administration, guaranteed interest
contracts, and deposits at reasonable rates of interest at banking institutions
including but not limited to savings accounts and certificates of deposit. Assets
of the Trust may be invested in securities that involve a higher degree of risk than
investments that have demonstrated their investment performance over an
extended period of time.
(b) To invest and reinvest all or any part of the assets of the Trust in any common,
collective or commingled trust fund that is maintained by a bank or other
institution and that is available to Employee plans described under Sections 457
or 401 of the Code, or any successor provisions thereto, and during the period of
time that an investment through any such medium shall exist, to the extent of
participation of the Plans the declaration of trust of such commonly collective, or
commingled trust fund shall constitute a part of this Plan.
(c) To invest and reinvest all or any part of the assets of the Trust in any group
annuity, deposit administration or guaranteed interest contract issued by an
insurance company or other financial institution on a commingled or collective
basis with the assets of any other 457 plan or trust qualified under Section 401(a)
of the Code or any other plan described in Section 401(a)(24) of the Code, and
such contract may be held or issued in the name of the Administrator, or such
custodian as the Administrator may appoint, as agent and nominee for the
Employer. During the period that an investment through any such contract shall
exist, to the extent of participation of the Plan, the terms and conditions of such
contract shall constitute a part of the Plan.
(d) To hold cash awaiting investment and to keep such portion of the Trust in cash
or cash balances, without liability for interest, in such amounts as may from time
to time be deemed to be reasonable and necessary to meet obligations under the
Plan or otherwise to be in the best interests of the Plan.
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457 Plan and Trust Document
(e) To hold, to authorize the holding of, and to register any investment to the Trust
in the name of the Plan, the Employer, or any nominee or agent of any of the
foregoing, including the Administrator, or in bearer form, to deposit or arrange
for the deposit of securities in a qualified central depository even though, when
so deposited, such securities may be merged and held in bulk in the name of the
nominee of such depository with other securities deposited therein by any other
person, and to organize corporations or trusts under the laws of any jurisdiction
for the purpose of acquiring or holding title to any property for the Trust, all
with or without the addition of words or other action to indicate that property is
held in a fiduciary or representative capacity but the books and records of the
Plan shall at all times show that all such investments are part of the Trust.
(f) Upon such terms as may be deemed advisable by the Employer or the
Administrator, as the case may be, for the protection of the interests of the Plan
or for the preservation of the value of an investment, to exercise and enforce by
suit for legal or equitable remedies or by other action, or to waive any right or
claim on behalf of the Plan or any default in any obligation owing to the Plan, to
renew, extend the time for payment of, agree to a reduction in the rate of interest
on, or agree to any other modification or change in the terms of any obligation
owing to the Plan, to settle, compromise, adjust, or submit to arbitration any
claim or right in favor of or against the Plans to exercise and enforce any and all
rights of foreclosure, bid for property in foreclosure, and take a deed in lieu of
foreclosure with or without paying consideration therefor, to commence or
defend suits or other legal proceedings whenever any interest of the Plan requires
it, and to represent the Plan in all suits or legal proceedings in any court of law or
equity or before any body or tribunal.
(g) To employ suitable consultants, depositories, agents, and legal counsel on behalf
of the Plan.
(h) To open and maintain any bank account or accounts in the name of the Plan, the
Employer, or any nominee or agent of the foregoing, including the
Administrator, in any bank or banks.
(i) To do any and all other acts that may be deemed necessary to carry out any of
the powers set forth herein.
6.03 Taxes and Expenses: All taxes of any and all kinds whatsoever that may be levied or
assessed under existing or future laws upon the Plan, or in respect to the Trust, or the
income thereof, and all commissions or acquisitions or dispositions of securities and
similar expenses of investment and reinvestment of the Trust, shall be paid from the
Trust. Such reasonable compensation of the Administrator, as may be agreed upon
from time to time by the Employer and the Administrator, and reimbursement for
reasonable expenses incurred by the Administrator in performance of its duties
hereunder (including but not limited to fees for legal, accounting, investment and
custodial services) shall also be paid from the Trust.
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457 Plan and Trust Document
6.04 Payment of Benefits: The payment of benefits from the Trust in accordance with
the terms of the Plan may be made by the Administrator, or by any custodian or other
person so authorized by the Employer to make such disbursement. The Administrator,
custodian or other person shall not be liable with respect to any distribution of Trust assets
made at the direction of'the Employer.
6.05 Investment Funds: In accordance with uniform and nondiscriminatory rules
established by the Employer and the Administrator, the Participant may direct his or her
Accounts to be invested in one (1) or more investment funds available under the Plan;
provided, however, that the Participant's investment directions shall not violate any
investment restrictions established by the Employer. Neither the Employer, the
Administrator, nor any other person shall be liable for any losses incurred by virtue of
following such directions or with any reasonable administrative delay in implementing such
directions.
6.06 Valuation of Accounts: As of each Accounting Date, the Plan assets held in each
investment fund offered shall be valued at fair market value and the investment income and
gains or losses for each fund shall be determined. Such investment income and gains or
losses shall be allocated proportionately among all Account balances on a fund-by-fund basis.
The allocation shall be in the proportion that each such Account balance as of the
immediately preceding Accounting Date bears to the total of all such Account balances as of
that Accounting Date. For purposes of this Article, all Account balances include the
Account balances of all Participants and Beneficiaries.
6.07 Participant Loan Accounts: Participant Loan Accounts shall be invested in
accordance with Section 8.03 of the Plan. Such Accounts shall not share in any investment
income and gains or losses of the investment funds described in Sections 6.05 and 6.06.
6.08 Crediting of Accounts: The Participant's Account shall reflect the amount and value
of the investments or other property obtained by the Employer through the investment of
the Participant's Deferred Compensation pursuant to Sections 6.05 and 6.06. It is
anticipated that the Employer's investments with respect to a Participant will conform to the
investment preference specified in the Participant's Joinder Agreement, but nothing herein
shall be construed to require the Employer to make any particular investment of a
Participant's Deferred Compensation. Each Participant shall receive periodic reports, not
less frequently than annually, showing the then current value of his or her Account.
6.09 Post-Severance Transfers Among Eligible Deferred Compensation Plans:
(a) Incoming Transfers: A transfer may be accepted from an eligible deferred
compensation plan maintained by another employer and credited to a
Participant's or Beneficiary's Account under the Plan if: (i) in the case of a
transfer for a Participant, the Participant has had a Severance Event with that
employer and become an Employee of the Employer; (ii) the other employer's
plan provides that such transfer will be made; and (iii) the Participant or
Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately
before the transfer. The Employer may require such documentation from the
predecessor plan as it deems necessary to effectuate the transfer in accordance
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457 Plan and Trust Document
with Section 457(e)(10) of the Code, to confirm that such plan is an eligible
deferred compensation plan within the meaning of Section 457(b) of the Code,
and to assure that transfers are provided for under such plan. The Employer may
refuse to accept a transfer in the form of assets other than cash, unless the
Employer and the Administrator agree to hold such other assets under the Plan.
(b) Outgoing Transfers: An amount may be transferred to an eligible deferred
compensation plan maintained by another employer, and charged to a
Participant's or Beneficiary's Account under this Plan, if: (i) in the case of a
transfer for a Participant, the Participant has a Severance Event with the
Employer and becomes an employee of the other employer; (ii) the other
employer's plan provides that such transfer will be accepted; (iii) the Participant
or Beneficiary and the employers have signed such agreements as are necessary to
assure that the Employer's liability to pay benefits to the Participant has been
discharged and assumed by the other employer; and (iv) the Participant or
Beneficiary whose deferred amounts are being transferred will have an amount
immediately after the transfer at least equal to the deferred amount immediately
before the transfer, The Employer may require such documentation from the
other plan as it deems necessary to effectuate the transfer, to confirm that such
plan is an eligible deferred compensation plan within the meaning of Section
457(b) of the Code, and to assure that transfers are provided for under such plan.
Such transfers shall be made only under such circumstances as are permitted
under Section 457 of the Code and the regulations thereunder.
6.10 Transfers Among Eligible Deferred Compensation Plans of the Employer:
(a) Incoming Transfers. A transfer may be accepted from another eligible deferred
compensation plan maintained by the Employer and credited to a Participant's or
Beneficiary's Account under the Plan if: (i) the Employer's other plan provides
that such transfer will be made; (ii) the Participant or Beneficiary whose deferred
amounts are being transferred will have an amount immediately after the transfer
at least equal to the deferred amount immediately before the transfer; and (iii) the
Participant or Beneficiary whose deferred amounts are being transferred is not
eligible for additional annual deferrals in the Plan unless the Participant or
Beneficiary is performing services for the Employer.
(b) Outgoing Transfers. A transfer may be accepted from another eligible deferred
compensation plan maintained by the Employer and credited to a Participant's or
Beneficiary's Account under the Plan if: (i) the Employer's other plan provides
that such transfer will be accepted; (ii) the Participant.or Beneficiary whose
deferred amounts are being transferred will have an amount immediately after the
transfer at least equal to the deferred amount immediately before the transfer; and
(iii) the Participant or Beneficiary whose deferred amounts are being transferred is
not eligible for additional annual deferrals in the Employer's other eligible
deferred compensation plan unless the Participant or Beneficiary is performing
services for the Employer.
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457 Plan and Trust Document
6.11 Eligible Rollover Distributions:
(a) Incoming Rollovers: An eligible rollover distribution may be accepted from an
eligible retirement plan and credited to a Participants Account under the Plan.
The Employer may require such documentation from the distributing plan as it
deems necessary to effectuate the rollover in accordance with Section 402 of the
Code and to confirm that such plan is an eligible retirement plan within the
meaning of Section 4O2(c)(8)(B) of the Code. The Plan shall separately account
(in one or more separate accounts) for eligible rollover distributions from any
eligible retirement plan that is not an eligible deferred compensation plan
described in Section 457(b) of the Code maintained by an eligible governmental
employer described in Section 457(e)(I)(A) of Code.
(b) Outgoing Rollovers: Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this Section, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a direct
rollover.
(c) Definitions:
(1) Eligible Rollover Distribution: An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not
include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Sections
401(a)(9) and 457(d)(2) of the Code; and any distribution made as a
result of an unforeseeable emergency of the employee. For purposes of
distributions from other eligible retirement plans rolled over into this
Plan, the term eligible rollover distribution shall not include the
portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(2) Eligible Retirement Plan: An eligible retirement plan is an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code,
an annuity plan described in Sections 403(a) or 403(b) of the Code, a
qualified trust described in Section 401(a) of the Code, or an eligible
deferred compensation plan described in Section 457(b) of the Code
which is maintained by an eligible governmental employer described in
Section 457(e)(1)(A) of the Code, that accepts the distributee's eligible
rollover distribution.
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(3) Distributee: A distributee includes an employee or former employee.
In addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code, are distributees with regard to
the interest of the spouse or former spouse.
(4) Direct Rollover: A direct rollover is a payment by the plan to the
eligible retirement plan specified by the distributee.
6.12 Trustee-to-Trustee Transfers to Purchase Permissive Service Credit: All or a
portion of a Participant's Account may be transferred directly to the trustee of a defined
benefit governmental plan (as defined in Section 414(d) of the Code) if such transfer is (A)
for the purchase of permissive service credit (as defined in Section 415(n)(3)(A) of the Code)
under such plan, or (B) a repayment to which Section 415 of the Code does not apply by
reason of subsection (k)(3) thereof, within the meaning of Section 457(e)(17) of the Code.
6.13 Treatment of Distributions of Amounts Previously Rolled Over From 401(a) and
403(b) Plans and IRAs. For purposes of Section 72(t) of the Code, a distribution from this
Plan shall be treated as a distribution from a qualified retirement plan described in Section
4974(c)(1) of the Code to the extent that such distribution is attributable to an amount
transferred to an eligible deferred compensation plan from a qualified retirement plan (as
defined in Section 4974(c) of the Code).
6.13 Employer Liability: In no event shall the Employer's liability to pay benefits to a
Participant under this Plan exceed the value of the amounts credited to the Participant's
Account; neither the Employer nor the Administrator shall be liable for losses arising from
depreciation or shrinkage in the value of any investments acquired under this Plan.
Article VII. Benefits
7.01 Retirement Benefits and Election on Severance Event:
(a) General Rule: Except as otherwise provided in this Article VII, the distribution
of a Participant's Account shall commence as of a Participant's Automatic
Distribution Date, and the distribution of such benefits shall be made in
accordance with one of the payment options described in Section 7.02.
Notwithstanding the foregoing, but subject to the following paragraphs of this
Section 7.01, the Participant may elect following a Severance Event to have the
distribution of benefits commence on a fixed determinable date other than that
described in the preceding sentence, but not later than April 1 of the year
following the year of the Participant's Retirement or attainment of age 70-1/2,
whichever is later. The Participant's right to change his or her election with
respect to commencement of the distribution of benefits shall not be restrained
by this Section 7.01. Notwithstanding the foregoing, the Administrator, in order
to ensure the orderly administration of this provision, may establish a deadline
after which such election to defer the commencement of distribution of benefits
shall not be allowed.
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457 Plan and Trust Document
(b) Loans: Notwithstanding the foregoing provisions of this Section 7.01, no
election to defer the commencement of benefits after a Severance Event shall
operate to defer the distribution of any amount in the Participant's Loan
Account in the event of a default of the Participant's loan.
7.02 Payment Options: As provided in Sections 7.01, 7.04 and 7.05, a Participant may
elect to have value of the Participant's Account distributed in accordance with one of the
following payment options, provided that such option is consistent with the limitations set
forth in Section 7.03.
(a) Equal monthly, quarterly, semi-annual or annual payments in an amount
chosen by the Participant, continuing until his or her Account is exhausted;
(b) One lump-sum payment;
(c) Approximately equal monthly, quarterly, semi-annual or annual payments,
calculated to continue for a period certain chosen by the Participant.
(d) Annual Payments equal to the minimum distributions required under Section
401(a)(9) of the Code, including the incidental death benefit requirements of
Section 401(a)(9)(G), over the life expectancy of the Participant or over the life
expectancies of the Participant and his or her Beneficiary.
(e) Payments equal to payments made by the issuer of a retirement annuity policy
acquired by the Employer.
(f) A split distribution under which payments under options (a), (b), (c) or (e)
commence or are made at the same time, as elected by the Participant under
Section 7.01, provided that all payments commence (or are made) by the latest
benefit commencement date under Section 7.01.
(g) Any other payment option elected by the Participant and agreed to by the
Employer and Administrator.
A Participant's selection of a payment option made after December 31, 1995, under
Subsections (a), (c), or (g) above may include the selection of an automatic annual cost-of-
living increase. Such increase will be based on the rise in the Consumer Price Index for All
Urban Consumers (CPI-U) from the third quarter of the last year in which a cost-of-living
increase was provided to the third quarter of the current year. Any increase will be made in
periodic payment checks beginning the following January.
7.03 Limitation on Options: No payment option may be selected by a Participant under
subsections 7.02(a) or (c) unless the amount of any installment is not less than $100. No
payment option may be selected by a Participant under Sections 7.02, 7.04, or 7.05 unless it
satisfies the requirements of Sections 401(a)(9) and 457(d)(2) of the Code, including that
payments commencing before the death of the Participant shall satisfy the incidental death
benefit requirements under Section 401(a)(9)(G).
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457 Plan and Trust Document
7.04 Post-Retirement Death Benefits:
(a) Should the Participant die after he/she has begun to receive benefits under a
payment option, the remaining payments, if any, under the payment option shall
continue until the Administrator receives notice of the Participant's death. Upon
notification of the Participant's death, benefits shall be payable to the
Participant's Beneficiary commencing not later than December 31 of the year
following the year of the Participant's death, provided that the Beneficiary may
elect to begin benefits earlier than that date.
(b)In the event that the Beneficiary dies before the payment of death benefits has
commenced or been completed, the remaining value of the Participant's Account
shall be paid to the estate of the Beneficiary in a lump sum. In the event that the
Participant's estate is the Beneficiary, payment shall be made to the estate in a
lump sum.
7.05 Pre-Retirement Death Benefits:
(a) Should the Participant die before he or she has begun to receive the benefits
provided by Section 7.01, the value of the Participant's Account shall be payable
to the Beneficiary commencing not later than December 31 of the year following
the year of the Participant's death, provided that the Beneficiary may elect to
begin benefits earlier than that date.
(b)In the event that the Beneficiary dies before the payment of death benefits has
commenced or been completed, the remaining value of the Participant's Account
shall be paid to the estate of the Beneficiary in a lump sum. In the event that the
Participant's estate is the Beneficiary, payment shall be made to the estate in a
lump sum.
7.06 Unforeseeable Emergencies:
(a) In the event an unforeseeable emergency occurs, a Participant or Beneficiary may
apply to the Employer to receive that part of the value of his or her Account that
is reasonably needed to satisfy the emergency need. If such an application is
approved by the Employer, the Participant or Beneficiary shall be paid only such
amount as the Employer deems necessary to meet the emergency need, but
payment shall not be made to the extent that the financial hardship may be
relieved through cessation of deferral under the Plan, insurance or other
reimbursement, or liquidation of other assets to the extent such liquidation
would not itself cause severe financial hardship.
(b) An unforeseeable emergency shall be deemed to involve only circumstances of
severe financial hardship to the Participant or Beneficiary resulting from a sudden
unexpected illness, accident, or disability of the Participant, Beneficiary, or of the
spouse or dependent (as defined in Section 152(a) of the Code) of the Participant
or Beneficiary, loss of the Participant's or Beneficiary's property due to casualty
(including the need to rebuild a home following damage to a home not otherwise
covered by homeowner's insurance, e.g., as a result of a natural disaster), or other
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457 Plan and Trust Document
similar and extraordinary unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary. The imminent foreclosure
of or eviction from the Participant's or Beneficiary's primary residence may
constitute an unforeseeable emergency. In addition, the need to pay for medical
expenses, including non-refundable deductibles, as well as for the cost of
prescription drug medication may constitute an unforeseeable emergency. The
need to pay for the funeral expenses of a spouse or a dependent (as defined in
Section 152(a)) of the Code may also constitute an unforeseeable emergency.
Absent extraordinary circumstances, the need to send a Participant's or
Beneficiary's child to college or to purchase a new home shall not be considered
unforeseeable emergencies. The determination as to whether such an
unforeseeable emergency exists shall be based on the merits of each individual
case.
7.07 De Minimis Accounts: Notwithstanding the foregoing provisions of this Article, if
the value of a Participant's Account is less than $1,000, the Participant's Account shall be
paid to the Participant in a single lump sum distribution, provided that (a) no amount has
been deferred under the Plan with respect to the Participant during the 2-year period ending
on the date of the distribution and (b) there has been no prior distribution under the Plan to
the Participant pursuant to this Section 7.07. If the value of the Participant's Account is at
least $1,000 but not more than the dollar limit under Section 411(a)(11)(A) of the Code and
(a) no amount has been deferred under the Plan with respect to the Participant during the 2-
year period ending on the date of the distribution and (b) there has been no prior
distribution under the Plan to the Participant pursuant to this Section 7.07, the Participant
may elect to receive his or her entire Account. Such distribution shall be made in a lump
sum.
Article VIII. Loans to Participants
8.01 Availability of Loans to Participants:
(a) The Employer may elect to make loans available to Participants in this Plan. If
the Employer has elected to make loans available to Participants, a Participant
may apply for a loan from the Plan subject to the limitations and other provisions
of this Article. However, no loans are available from Deemed IRAs.
(b) The Employer shall establish written guidelines governing the granting of loans,
provided that such guidelines are approved by the Administrator and are not
inconsistent with the provisions of this Article, and that loans are made available
to all Participants on a reasonably equivalent basis.
8.02 Terms and Conditions of Loans to Participants:
Any loan by the Plan to a Participant under Section 8.01 of the Plan shall satisfy the
following requirements:
(a) Availability. Loans shall be made available to all Participants on a reasonably
equivalent basis.
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457 Plan and Trust Document
(b) Interest Rate. Loans must be adequately secured and bear a reasonable interest
rate.
(c) Loan Limit. No Participant loan shall exceed the present value of the
Participant's Account.
(d) Foreclosure. In the event of default on any installment payment, the outstanding
balance of the loan shall be a deemed distribution. In such event, an actual
distribution of a plan loan offset amount will not occur until a distributable event
occurs in the Plan.
(e) Reduction of Account. Notwithstanding any other provision of this Plan, the
portion of the Participant's Account balance used as a security interest held by
the Plan by reason of a loan outstanding to the Participant shall be taken into
account for purposes of determining the amount of the Account balance payable
at the time of death or distribution, but only if the reduction is used as
repayment of the loan.
(f) Amount of Loan. At the time the loan is made, the principal amount of the loan
plus the outstanding balance (principal plus accrued interest) due on any other
outstanding loans to the Participant from the Plan and from all other plans of the
Employer that are either eligible deferred compensation plans described in
section 457(b) of the Code or qualified employer plans under Section 72(p)(4) of
the Code shall not exceed the lesser of:
(1) $50,000, reduced by the excess (if any) of
(a) The highest outstanding balance of loans from the Plan during
the one (1) year period ending on the day before the date on which the
loan is made, over
(b) The outstanding balance of loans from the Plan on the date on
which such loan is made; or
(2) One-half of the value of the Participant's interest in all of his or her
Accounts under this Plan.
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457 Plan and Trust Document
(g) Application for Loan. The Participant must give the Employer adequate written
notice, as determined by the Employer, of the amount and desired time for
receiving a loan. No more than one (1) loan may be made by the Plan to a
Participant's in any calendar year. No loan shall be approved if an existing loan
from the Plan to the Participant is in default to any extent.
(h) Length of Loan. Any loan issued shall require the Participant to repay the loan
in substantially equal installments of principal and interest, at least monthly, over
a period that does not exceed five (5) years from the date of the loan; provided,
however, that if the proceeds of the loan are applied by the Participant to acquire
any dwelling unit that is to be used within a reasonable time (determined at the
time of the loan is made) after the loan is made as the principal residence of the
Participant, the five (5) year limit shall not apply. In this event, the period of
repayment shall not exceed a reasonable period determined by the Employer.
Principal installments and interest payments otherwise due may be suspended for
up to one (1) year during an authorized leave of absence, if the promissory note
so provides, but not beyond the original term permitted under this subsection
(h), with a revised payment schedule (within such term) instituted at the end of
such period of suspension.
(i) Prepayment. The Participant shall be permitted to repay the loan in whole or in
part at any time prior to maturity, without penalty.
0) Promissory Note. The loan shall be evidenced by a promissory note executed by
the Participant and delivered to the Employer, and shall bear interest at a
reasonable rate determined by the Employer.
(k) Security. The loan shall be secured by an assignment of the participants right,
title and interest in and to his or her Account.
(I) Assignment or Pledge. For the purposes of paragraphs (f) and (g), assignment or
pledge of any portion of the Participant's interest in the Plan and a loan, pledge,
or assignment with respect to any insurance contract purchased under the Plan,
will be treated as a loan.
(m) Other Terms and Conditions. The Employer shall fix such other terms and
conditions of the loan as it deems necessary to comply with legal requirements, to
maintain the qualification of the Plan and Trust under Section 457 of the Code,
or to prevent the treatment of the loan for tax purposes as a distribution to the
Participant.
The Employer, in its discretion for any reason, may also fix other terms and conditions of the
loan, including, but not limited to, the provision of grace periods following an event of
default, not inconsistent with the provisions of this Article and Section 72(p) of the Code,
and any applicable regulations thereunder.
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457 Plan and Trust Document
8.03 Participant Loan Accounts:
(a) Upon approval of a loan to a Participant by the Employer, an amount not in
excess of the loan shall be transferred from the Participant's other investment
fund(s), described in Section 6.05 of the Plan, to the Participant's Loan Account
as of the Accounting Date immediately preceding the agreed upon date on which
the loan is to be made.
(b) The assets of a Participant's Loan Account may be invested and reinvested only
in promissory notes received by the Plan from the Participant as consideration for
a loan permitted by Section 8.01 of the Plan or in cash. Uninvested cash
balances in a Participant's Loan Account shall not bear interest. Neither the
Employer, the Administrator, nor any other person shall be liable for any loss, or
by reason of any breach, that results from the Participant's exercise of such
control.
(c) Repayment of principal and payment of interest shall be made by payroll
deduction or, where repayment cannot be made by payroll deduction, by check,
and shall be invested in one (1) or more other investment funds, in accordance
with Section 6.05 of the Plan, as of the next Accounting Date after payment
thereof to the Trust. The amount so invested shall be deducted from the
Participant's Loan Account.
(d) The Employer shall have the authority to establish other reasonable rules, not
inconsistent with the provisions of the Plan, governing the establishment and
maintenance of Participant Loan Accounts.
Article IX. Deemed IRAs
9.01 General: This Article IX of the Plan reflects section 602 of the Economic Growth
and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), as amended by the Job Creation
and Worker Assistance Act of 2002. This Article is intended as good faith compliance with
the requirements of EGTRRA and is to be construed in accordance with EGTRRA and
guidance issued thereunder. This Article IX shall supercede the provisions of the Plan to the
extent that those provisions are inconsistent with the provisions of this Article IX.
Effective for Plan Years beginning after December 31, 2002, the Employer may elect to
allow Employees to make voluntary employee contributions to a separate account or annuity
established under the Plan that complies with the requirements of Section 408(q) of the
Code and any regulations promulgated thereunder (a "Deemed IRA"). The Plan shall
establish a separate account for the designated Deemed IRA contributions of each Employee
and any earnings properly allocable to the contributions, and maintain separate
recordkeeping with respect to each such Deemed IRA.
9.02 Voluntary Employee Contributions: For purposes of this Article, a voluntary
employee contribution means any contribution (other than a mandatory contribution within
the meaning of Section 411(c)(2) of the Code) that is made by the Employee and which the
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457 Plan and Trust Document
Employee has designated, at or prior to the time of making the contribution, as a
contribution to which this Article applies.
9.03 Deemed IRA Trust Requirements: This Article shall satisfy the trust requirement
under Section 408(q) of the Code and the regulations thereto. IRAs established pursuant to
this Article shall be held in one or more trusts or custodial accounts (the "Deemed IRA
Trusts"), which shall be separate from the Trust established under the Plan to hold
contributions other than Deemed IRA contributions. The Deemed IRA Trusts shall satisfy
the applicable requirements of Sections 408 and 408A of the Code, which requirements are
set forth in section 9.05 and 9.06, respectively, and shall be established with a trustee or
custodian meeting the requirements of Section 408(a)(2) of the Code ("Deemed IRA
Trustee"). To the extent that the assets of any Deemed IRAs established pursuant to this
Article are held in a Deemed IRA Trust satisfying the requirements of this Section 9.03, such
Deemed IRA Trust, and any amendments thereto, is hereby adopted as a trust maintained
under this Plan with respect to the assets held therein, and the provisions of such Deemed
IRA Trust shall control so long as any assets of any Deemed IRA are held thereunder.
9.04 Reporting Duties: The Deemed IRA Trustee shall be subject to the reporting
requirements of Section 408(1) of the Code with respect to all Deemed IRAs that are
established and maintained under the Plan.
9.05 Deemed Traditional IRA Requirements: Deemed IRAs established in the form of
traditional IRAs shall satisfy the following requirements:
(a) Exclusive Benefit. The Deemed IRA account shall be established for the exclusive
benefit of an Employee or his or her Beneficiaries.
(b) Maximum Annual Contributions.
(1) Except in the case of a rollover contribution (as permitted by Sections 402(c),
402(e)(6), 403(a)(4), 403(b)(8), 403(b)(10), 408(d)(3) and 457(e)(16) of the
Code), no contributions will be accepted unless they are in cash, and the total of
such contributions shall not exceed:
$3,000 for any taxable year beginning in 2002 through 2004;
$4,000 for any taxable year beginning in 2005 through 2007; and
$5,000 for any taxable year beginning in 2008 and years thereafter.
After 2008, the limit will be adjusted by the Secretary of the Treasury for
cost-of-living increases under Section 219(b)(5)(C) of the Code. Such
adjustments will be in multiples of$500.
(2) In the case of an Employee who is 50 or older, the annual cash contribution
limit is increased by:
$500 for any taxable year beginning in 2002 through 2005; and
$1,000 for any taxable year beginning in 2006 and years thereafter.
(3) No contributions will be accepted under a SIMPLE IRA plan established by
any employer pursuant to Section 408(p) of the Code. Also, no transfer or
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457 Plan and Trust Document
rollover of funds attributable to contributions made by a particular employer
under its SIMPLE IRA plan will be accepted from a SIMPLE IRA, that is, an
IRA used in conjunction with a SIMPLE IRA plan, prior to the expiration of the
2-year period beginning on the date the Employee first participated in that
employer's SIMPLE IRA plan.
(c) Collectibles. If the Deemed IRA Trust acquires collectibles within the
meaning of Section 408(m) of the Code after December 31, 1981, Deemed IRA Trust
assets will be treated as a distribution in an amount equal to the cost of such collectibles.
(d) Life Insurance Contracts. No part of the Deemed IRA Trust funds will
be invested in life insurance contracts.
(e) Minimum Required Distributions.
(1) Notwithstanding any provision of this Deemed IRA to the
contrary, the distribution of the Employee's interest in the account shall
be made in accordance with the requirements of Section 408(a)(6) of the
Code and the regulations thereunder, the provisions of which are herein
incorporated by reference. If distributions are made from an annuity
contract purchased from an insurance company, distributions thereunder
must satisfy the requirements of Q&A-4 of section 1.401(a)(9)-6T of the
Temporary Income Tax Regulations, rather than paragraphs (2), (3) and
(4) below and section 9.05(f). The required minimum distributions
calculated for this IRA may be withdrawn from another IRA of the
Employee in accordance with Q&A-9 of section 1.408-8 of the Income
Tax Regulations.
(2) The entire value of the account of the Employee for whose benefit
the account is maintained will commence to be distributed no later than
the first day of April following the calendar year in which such Employee
attains age 70-1/2 (the "required beginning date") over the life of such
Employee or the lives of such Employee and his or her Beneficiary.
(3) The amount to be distributed each year, beginning with the
calendar year in which the Employee attains age 70-1/2 and continuing
through the year of death, shall not be less than the quotient obtained by
dividing the value of the IRA (as determined under section 9.05(f)(3)) as
of the end of the preceding year by the distribution period in the Uniform
Lifetime Table in Q&A-2 of section 1.401(a)(9)-9 of the Income Tax
Regulations, using the Employee's age as of his or her birthday in the year.
However, if the Employee's sole Beneficiary is his or her surviving spouse
and such spouse is more than 10 years younger than the Employee, then
the distribution period is determined under the Joint and Last Survivor
Table in Q&A-3 of section 1.401(a)(9)-9 of the Income Tax Regulations,
using the ages as of the Employee's and spouse's birthdays in the year.
(4) The required minimum distribution for the year the Employee
attains age 70-1/2 can be made as late as April 1 of the following year.
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457 Plan and Trust Document
The required minimum distribution for any other year must be made by
the end of such year.
(f) Distribution Upon Death.
(1) Death On or After Required Beginning Date. If the Employee dies
on or after the required beginning date, the remaining portion of his or
her interest will be distributed at least as rapidly as follows:
(A) If the Beneficiary is someone other than the Employee's
surviving spouse, the remaining interest will be distributed over
the remaining life expectancy of the Beneficiary, with such life
expectancy determined using the Beneficiary's age as of his or her
birthday in the year following the year of the Employee's death, or
over the period described in paragraph (1)(C) below if longer.
(B) If the Employee's sole Beneficiary is the Employee's
surviving spouse, the remaining interest will be distributed over
such spouse's life or over the period described in paragraph (1)(C)
below if longer. Any interest remaining after such spouse's death
will be distributed over such spouse's remaining life expectancy
determined using the spouse's age as of his or her birthday in the
year of the spouse's death, or, if the distributions are being made
over the period described in paragraph (1)(C) below, over such
period.
(C) If there is no Beneficiary, or if applicable by operation of
paragraph (1)(A) or (1)(B) above, the remaining interest will be
distributed over the Employee's remaining life expectancy
determined in the year of the Employee's death.
(D) The amount to be distributed each year under paragraph
(1)(A), (B) or (C), beginning with the calendar year following the
calendar year of the Employee's death, is the quotient obtained by
dividing the value of the IRA as of the end of the preceding year
by the remaining life expectancy specified in such paragraph. Life
expectancy is determined using the Single Life Table in Q&A-1 of
section 1.401(a)(9)-9 of the Income Single Life Tax Regulations.
If distributions are being made to a surviving spouse as the sole Beneficiary,
such spouse's remaining life expectancy for a year is the number in the
Single Life Table corresponding to such spouse's age in the year. In all
other cases, remaining life expectancy for a year is the number in the Single
Life Table corresponding to the Beneficiary's or Employee's age in the year
specified in paragraph (1)(A), (B) or (C) and reduced by 1 for each
subsequent year.
(2) Death Before Required Beginning Date. If the Employee dies before
the required beginning date, his or her entire interest will be distributed at
least as rapidly as follows:
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457 Plan and Trust Document
(A) If the Beneficiary is someone other than the Employee's
surviving spouse, the entire interest will be distributed, starting by
the end of the calendar year following the calendar year of the
Employee's death, over the remaining life expectancy of the
Beneficiary, with such life expectancy determined using the age of
the Beneficiary as of his or her birthday in the year following the
year of the Employee's death, or, if elected, in accordance with
paragraph (2)(C) below.
(B) If the Employee's sole Beneficiary is the Employee's surviving
spouse, the entire interest will be distributed, starting by the end of
the calendar year following the calendar year of the Employee's
death (or by the end of the calendar year in which the Employee
would have attained age 70-1/2, if later), over such spouse's life, or,
if elected, in accordance with paragraph (2)(C) below. If the
surviving spouse dies before distributions are required to begin, the
remaining interest will be distributed, starting by the end of the
calendar year following the calendar year of the spouse's death, over
the spouse's Beneficiary's remaining life expectancy determined
using such Beneficiary's age as of his or her birthday in the year
following the death of the spouse, or, if elected, will be distributed
in accordance with paragraph (2)(C) below. If the surviving spouse
dies after distributions are required to begin, any remaining interest
will be distributed over the spouse's remaining life expectancy
determined using the spouse's age as of his or her birthday in the
year of the spouse's death.
(C) If there is no Beneficiary, or if applicable by operation of
paragraph (2)(A) or (2)(B) above, the entire interest will be
distributed by the end of the calendar year containing the fifth
anniversary of the Beneficiary's death (or of the spouse's death in
the case of the surviving spouse's death before distributions are
required to begin under paragraph (2)(B) above).
(D) The amount to be distributed each year under paragraph
(2)(A) or (B) is the quotient obtained by dividing the value of the
IRA as of the end of the preceding year by the remaining life
expectancy specified in such paragraph. Life expectancy is
determined using the Single Life Table in Q&A-1 of section
1.401(a)(9)-9 of the Income Tax Regulations. If distributions are
being made to a surviving spouse as the sole Beneficiary, such
spouse's remaining life expectancy for a year is the number in the
Single Life Table corresponding to the Beneficiary's age in the year
specified in paragraph (2)(A) or (B) and reduced by 1 for each
subsequent year.
(E) The "value" of the IRA includes the amount of any
outstanding rollover, transfer and recharacterization under Q&As-
7 and -8 of section 1.408-8 of the Income Tax Regulations.
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457 Plan and Trust Document
(F) If the sole Beneficiary is the Employee's surviving spouse, the
spouse may elect to treat the IRA as his or her own IRA. This
election will be deemed to have been made if such surviving spouse
makes a contribution to the IRA or fails to take required
distributions as a Beneficiary.
(g) Nonforfeitable. The interest of an Employee in the balance in his or her
Deemed IRA account is nonforfeitable at all times.
(h) Reporting. The Deemed IRA Trustee of a Deemed Traditional IRA shall
furnish annual calendar-year reports concerning the status of the Deemed IRA account
and such information concerning required minimum distributions as is prescribed by the
Commissioner of Internal Revenue.
(i) Substitution of Deemed IRA Trustee. If the Deemed IRA Trustee is a non-
bank trustee or custodian, the non-bank trustee or custodian shall substitute another
trustee or custodian if the non-bank trustee or custodian receives notice from the
Commissioner of Internal Revenue that such substitution is required because it has failed
to comply with the requirements of section 1.408-2(e) of the Income Tax Regulations.
9.06 Deemed Roth IRA Requirements: Deemed IRAs established in the form of Roth
IRAs shall satisfy the following requirements:
(a) Exclusive Benefit. The Deemed Roth IRA shall be established for the
exclusive benefit of an Employee or his or her Beneficiaries.
(b) Maximum Annual Contributions.
(1) Maximum Permissible Amount. Except in the case of a qualified
rollover contribution or a recharacterization (as defined in (6) below), no
contribution will be accepted unless it is in cash and the total of such
contributions to all the Employee's Roth IRAs for a taxable year does not
exceed the applicable amount (as defined in (2) below), or the Employee's
compensation (as defined in (8) below), if less, for that taxable year. The
contribution described in the previous sentence that may not exceed the
lesser of the applicable amount or the Employee's compensation is referred
to as a "regular contribution." A "qualified rollover contribution" is a
rollover contribution that meets the requirements of section 408(d)(3) of
the Code, except the one-rollover-per-year rule of section 408(d)(3)(B) does
not apply if the rollover contribution is from an IRA other than a Roth IRA
(a "nonRoth IRA"). Contributions may be limited under (3) through (5)
below.
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457 Plan and Trust Document
(2) Applicable Amount. The applicable amount is determined under
(A) or (B) below:
(A) If the Employee is under age 50, the applicable amount
is --
$3,000 for any taxable year beginning in 2002 through 2004,
$4,000 for any taxable year beginning in 2005 through 2007 and
$5,000 for any taxable year beginning in 2008 and years thereafter.
(B) If the Employee is 50 or older, the applicable amount is --
$3,500 for any taxable year beginning in 2002 through 2004,
$4,500 for any taxable year beginning in 2005, $5,000 for any
taxable year beginning in 2006 through 2007 and $6,000 for any
taxable year beginning in 2008 and years thereafter.
After 2008, the limits in paragraph (2)(A) and (B) above will be adjusted by
the Secretary of the Treasury for cost-of-living increases under Section
219(b)(5)(C) of the Code. Such adjustments will be in multiples of$500.
(3) Regular Contribution Limit. If (A) and/or (B) below apply, the
maximum regular contribution that can be made to all the Employee's Roth
IRAs for a taxable year is the smaller amount determined under (A) or (B).
(A) The maximum regular contribution is phased out ratably
between certain levels of modified adjusted gross income ("modified
AGI," defined in (7) below) in accordance with the following table:
Filing Status
Single or Head $
of Household
Joint Return $
or Qualifying
Widower
Married- $
Separate Return
If the Employee's modified AGI for a taxable year is in the phase-
out range, the maximum regular contribution determined under
this table for that taxable year is rounded up to the next multiple
of$10 and is not reduced below $200.
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457 Plan and Trust Document
(B) If the Employee makes regular contributions to both Roth
and nonRoth IRAs for a taxable year, the maximum regular
contribution that can be made to all the Employee's Roth IRAs for
that taxable year is reduced by the regular contributions made to
the Employee's nonRoth IRAs for the taxable year.
(4) Oualified Rollover Contribution Limit. A rollover from a nonRoth
IRA cannot be made to this IRA if, for the year the amount is distributed
from the nonRoth IRA, (i) the Employee is married and files a separate
return, (ii) the Employee is not married and has modified AGI in excess of
$100,000 or (iii) the Employee is married and together the Employee and
the Employee's spouse have modified AGI in excess of$100,000. For
purposes of the preceding sentence, a husband and wife are not treated as
married for a taxable year if they have lived apart at all times during that
taxable year and file separate returns for the taxable year.
(5) SIMPLE IRA Limits. No contributions will be accepted under a
SIMPLE IRA plan established by any employer pursuant to Section 408(p)
of the Code. Also, no transfer or rollover of funds attributable to
contributions made by a particular employer under its SIMPLE IRA plan will
be accepted from a SIMPLE IRA, that is, an IRA used in conjunction with a
SIMPLE IRA plan, prior to the expiration of the 2-year period beginning on
the date the Employee first participated in that employer's SIMPLE IRA
plan.
(6) Recharacterization. A regular contribution to a nonRoth IRA may
be recharacterized pursuant to the rules in section 1.408A-5 of the Income
Tax Regulations as a regular contribution to this IRA, subject to the limits
in (3) above.
(7) Modified AGI. For purposes of (3) and (4) above, an Employee's
modified AGI for a taxable year is defined in Section 408A(c)(3)(C)(i) of
the Code and does not include any amount included in adjusted gross
income as a result of a rollover from a nonRoth IRA (a "conversion").
(8) Compensation. For purposes of (1) above, compensation is defined
as wages, salaries, professional fees, or other amounts derived from or
received for personal services actually rendered (including, but not limited
to commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, and
bonuses) and includes earned income, as defined in Section 401(c)(2) of the
Code (reduced by the deduction the self-employed individual takes for
contributions made to a self-employed retirement plan). For purposes of
this definition, Section 401(c)(2) of the Code shall be applied as if the term
trade or business for purposes of section 1402 included service described in
subsection (c)(6). Compensation does not include amounts derived from or
received as earnings or profits from property (including but not limited to
interest and dividends) or amounts not includible in gross income.
Compensation also does not include any amount received as a pension or
annuity or as deferred compensation. The term "compensation" shall
24
457 Plan and Trust Document
include any amount includible in the Employee's gross income under
Section 71 of the Code with respect to a divorce or separation instrument
described in subparagraph (A) of Section 71(b)(2) of the Code. In the case
of a married Employee filing a joint return, the greater compensation of his
or her spouse is treated as his or her own compensation, but only to the
extent that such spouse's compensation is not being used for purposes of
the spouse making a contribution to a Roth IRA or a deductible
contribution to a nonRoth IRA.
(c) Collectibles. If the Deemed IRA Trust acquires collectibles within the
meaning of Section 408(m) of the Code after December 31, 1981, Deemed IRA Trust
assets will be treated as a distribution in an amount equal to the cost of such collectibles.
(d) Life Insurance Contracts. No part of the Deemed IRA Trust funds will
be invested in life insurance contracts.
(e) Distributions Before Death. No amount is required to be distributed prior
to the death of the Employee for whose benefit the account was originally established.
(f) Minimum Required Distributions.
(1) Notwithstanding any provision of this IRA to the contrary, the
distribution of the Employee's interest in the account shall be made in
accordance with the requirements of Section 408(a)(6) of the Code, as
modified by section 408A(c)(5), and the regulations thereunder, the
provisions of which are herein incorporated by reference. If distributions are
made from an annuity contract purchased from an insurance company,
distributions thereunder must satisfy the requirements of section 1.401(a)(9)-
6T of the Temporary Income Tax Regulations (taking into account Section
408A(c)(5) of the Code), rather than the distribution rules in paragraphs (2),
(3) and (4) below.
(2) Upon the death of the Employee, his or her entire interest will be
distributed at least as rapidly as follows:
(A) If the Beneficiary is someone other than the Employee's
surviving spouse, the entire interest will be distributed, starting by
the end of the calendar year following the calendar year of the
Employee's death, over the remaining life expectancy of the
Beneficiary, with such life expectancy determined using the age of
the beneficiary as of his or her birthday in the year following the
year of the Employee's death, or, if elected, in accordance with
paragraph (2)(C) below.
(B) If the Employee's sole Beneficiary is the Employee's
surviving spouse, the entire interest will be distributed, starting by
the end of the calendar year following the calendar year of the
Employees death (or by the end of the calendar year in which the
Employee would have attained age 70-1/2, if later), over such
spouse's life, or, if elected, in accordance with paragraph (2)(C)
25
457 Plan and Trust Document
below. If the surviving spouse dies before distributions are required
to begin, the remaining interest will be distributed, starting by the
end of the calendar year following the calendar year of the spouse's
death, over the spouse's Beneficiary's remaining life expectancy
determined using such Beneficiary's age as of his or her birthday in
the year following the death of the spouse, or, if elected, will be
distributed in accordance with paragraph (2)(C) below. If the
surviving spouse dies after distributions are required to begin, any
remaining interest will be distributed over the spouse's remaining
life expectancy determined using the spouse's age as of his or her
birthday in the year of the spouse's death.
(C) If there is no Beneficiary, or if applicable by operation of
paragraph (2)(A) or (2)(B) above, the entire interest will be
distributed by the end of the calendar year containing the fifth
anniversary of the Employee's death (or of the spouse's death in the
case of the surviving spouse's death before distributions are required
to begin under paragraph (2)(B) above).
(D) The amount to be distributed each year under paragraph
(2)(A) or (B) is the quotient obtained by dividing the value of the
IRA as of the end of the preceding year by the remaining life
expectancy specified in such paragraph. Life expectancy is
determined using the Single Life Table in Q&A-1 of section
1.401(a)(9)-9 of the Income Tax Regulations. If distributions are
being made to a surviving spouse as the sole Beneficiary, such
spouse's remaining life expectancy for a year is the number in the
Single Life Table corresponding to such spouse's age in the year. In
all other cases, remaining life expectancy for a year is the number in
the Single Life Table corresponding to the Beneficiary's age in the
year specified in paragraph (2)(A) or (B) and reduced by 1 for each
subsequent year.
(3) The "value" of the IRA includes the amount of any outstanding
rollover, transfer and recharacterization under Q&As-7 and -8 of section
1.408-8 of the Income Tax Regulations.
(4) If the sole Beneficiary is the Employee's surviving spouse, the spouse
may elect to treat the IRA as his or her own IRA. This election will be
deemed to have been made if such surviving spouse makes a contribution to
the IRA or fails to take required distributions as a Beneficiary.
(g) Nonforfeitable. The interest of an Employee in the balance in his or her
account is nonforfeitable at all times.
(h) Reporting. The Deemed IRA Trustee of a Deemed Roth IRA shall
furnish annual calendar-year reports concerning the status of the Deemed IRA account
and such information concerning required minimum distributions as is prescribed by the
Commissioner of Internal Revenue.
26
457 Plan and Trust Document
(i) Substitution of Deemed IRA Trustee. If the Deemed IRA Trustee is a
non-bank trustee or custodian, the non-bank trustee or custodian shall substitute another
trustee or custodian if the non-bank trustee or custodian receives notice from the
Commissioner of Internal Revenue that such substitution is required because it has failed
to comply with the requirements of section 1.408-2(e) of the Income Tax Regulations.
Article X. Non-Assignability
10.01 General: Except as provided in Article VIII and Section 10.02, no Participant or
Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise convey
or encumber the right to receive any payments hereunder, which payments and rights are
expressly declared to be non-assignable and non-transferable.
10.02 Domestic Relations Orders:
(a) Allowance of Transfers: To the extent required under a final judgment, decree,
or order (including approval of a property settlement agreement) that (i) relates
to the provision of child support, alimony payments, or marital property rights
and (ii) is made pursuant to a state domestic relations law, and (iii) is permitted
under Sections 414(p)(11) and (12) of the Code, any portion of a Participant's
Account may be paid or set aside for payment to a spouse, former spouse, child,
or other dependent of the Participant (an "Alternate Payee"). Where necessary to
carry out the terms of such an order, a separate Account shall be established with
respect to the Alternate Payee who shall be entitled to make investment selections
with respect thereto in the same manner as the Participant. Any amount so set
aside for an Alternate Payee shall be paid in accordance with the form and timing
of payment specified in the order. Nothing in this Section shall be construed to
authorize any amount to be distributed under the Plan at a time or in a form that
is not permitted under Section 457(b) of the Code and is explicitly permitted
under the uniform procedures described in Section 10.2(d) below. Any payment
made to a person pursuant to this Section shall be reduced by any required
income tax withholding.
(b) Release from Liability to Participant: The Employers liability to pay benefits to
a Participant shall be reduced to the extent that amounts have been paid or set
aside for payment to an Alternate Payee to paragraph (a) of this Section and the
Participant and his or her Beneficiaries shall be deemed to have released the
Employer and the Plan Administrator from any claim with respect to such
amounts.
(c) Participation in Legal Proceedings: The Employer and Administrator shall not
be obligated to defend against or set aside any judgement, decree, or order
described in paragraph (a) or any legal order relating to the garnishment of a
Participant's benefits, unless the full expense of such legal action is borne by the
Participant. In the event that the Participant's action (or inaction) nonetheless
causes the Employer or Administrator to incur such expense, the amount of the
expense may be charged against the Participants Account and thereby reduce the
Employer's obligation to pay benefits to the Participant. In the course of any
27
457 Plan and Trust Document
proceeding relating to divorce, separation, or child support, the Employer and
Administrator shall be authorized to disclose information relating to the
Participant's Account to the Alternate Payee (including the legal representatives
of the Alternate Payee), or to a court.
(d) Determination of Validity of Domestic Relations Orders: The Administrator
shall establish uniform procedures for determining the validity of any domestic
relations order. The Administrator's determinations under such procedures shall
be conclusive and binding on all parties and shall be afforded the maximum
amount of deference permitted by law.
Article XI. Relationship to other Plans and Employment Agreements
This Plan serves in addition to any other retirement, pension, or benefit plan or system
presently in existence or hereinafter established for the benefit of the Employer's employees,
and participation hereunder shall not affect benefits receivable under any such plan or
system. Nothing contained in this Plan shall be deemed to constitute an employment
contract or agreement between any Participant and the Employer or to give any Participant
the right to be retained in the employ of the Employer. Nor shall anything herein be
construed to modify the terms of any employment contract or agreement between a
Participant and the Employer.
Article XII. Amendment or Termination of Plan
The Employer may at any time amend this Plan provided that it transmits such amendment
in writing to the Administrator at least 30 days prior to the effective date of the amendment.
The consent of the Administrator shall not be required in order for such amendment to
become effective, but the Administrator shall be under no obligation to continue acting as
Administrator hereunder if it disapproves of such amendment.
The Administrator may at any time propose an amendment to the Plan by an instrument in
writing transmitted to the Employer at least 30 days before the effective date of the
amendment. Such amendment shall become effective unless, within such 30-day period, the
Employer notifies the Administrator in writing that it disapproves such amendment, in
which case such amendment shall not become effective. In the event of such disapproval, the
Administrator shall be under no obligation to continue acting as Administrator hereunder.
The Employer may at any time terminate this Plan. In the event of termination, assets of the
Plan shall be distributed to Participants and Beneficiaries as soon as administratively
practicable following termination of the Plan. Alternatively, assets of the Plan may be
transferred to an eligible deferred compensation plan maintained by another eligible
governmental employer within the same State if (i) all assets held by the Plan (other than
Deemed IRAs) are transferred; (ii) the receiving plan provides for the receipt of transfers; (iii)
the Participants and Beneficiaries whose deferred amounts are being transferred will have an
amount immediately after the transfer at least equal to the deferred amount immediately
before the transfer; and (iv) the Participants or Beneficiaries whose deferred amounts are
being transferred is not eligible for additional annual deferrals in the Plan unless the
Participants or Beneficiaries are performing services for the employer maintaining the
receiving plan.
28
457 Plan and Trust Document
Except as may be required to maintain the status of the Plan as an eligible deferred
compensation plan under Section 457(b) of the Code or to comply with other applicable
laws, no amendment or termination of the Plan shall divest any Participant of any rights
with respect to compensation deferred before the date of the amendment or termination.
Article XIII. Applicable Law
This Plan and Trust shall be construed under the laws of the state where the Employer is
located and is established with the intent that it meet the requirements of an "eligible
deferred compensation plan" under Section 457(b) of the Code, as amended. The provisions
of this Plan and Trust shall be interpreted wherever possible in conformity with the
requirements of that Section of the Code.
In addition, notwithstanding any provision of the Plan to the contrary, the Plan shall be
administered in compliance with the requirements of Section 414(u) of the Code.
Article XIV. Gender and Number
The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the
singular shall include the plural, except where the context requires otherwise.
29
457 Plan and Trust Document
30
457 Plan and Trust Document
DECLARATION
OF TRUST
This Declaration of Trust (the "Group Trust Agreement") is made as of the 19th day of
May, 2001, by VantageTrust Company, which declares itself to be the sole Trustee of the
trust hereby created.
WHEREAS, the ICMA Retirement Trust was created as a vehicle for the commingling of
the assets of governmental plans and governmental units described in Section 818(4(6) of
the Internal Revenue Code of 1986, as amended, pursuant to a Declaration of Trust dated
October 4, 1982, as subsequently amended, a copy of which is attached hereto and
incorporated by reference as set out below (the "ICMA Declaration"); and
WHEREAS, the trust created hereunder (the "Group Trust") is intended to meet the
requirements of Revenue Ruling 81-100, 1981-1 C.B. 326, and is established as a common
trust fund within the meaning of Section 391:1 of Title 35 of the New Hampshire Revised
Statutes Annotated, to accept and hold for investment purposes the assets of the Deferred
Compensation and Qualified Plans held by and through the ICMA Retirement Trust.
NOW, THEREFORE, the Group Trust is created by the execution of this Declaration of
Trust by the Trustee and is established with respect to each Deferred Compensation and
Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement
Trust, by the Trustees thereof, in accord with the following provisions:
1. Incorporation of ICMA Declaration by Reference; ICMA By-Laws. Except as
otherwise provided in this Group Trust Agreement, and to the extent not
inconsistent herewith, all provisions of the ICMA Declaration are incorporated
herein by reference and made a part hereof, to be read by substituting the Group
Trust for the Retirement Trust and the Trustee for the Board of Trustees
referenced therein. In this respect, unless the context clearly indicates otherwise,
all capitalized terms used herein and defined in the ICMA Declaration have the
meanings assigned to them in the ICMA Declaration. In addition, the By-Laws
of the ICMA Retirement Trust, as the same may be amended from time-to-time,
are adopted as the By-Laws of the Group Trust to the extent not inconsistent
with the terms of this Group Trust Agreement.
Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws
are further modified with respect to the Group Trust created hereunder, as
follows:
(a) any reporting, distribution, or other obligation of the Group Trust
vis-a-vis any Deferred Compensation Plan, Qualified Plan, Public
Employer, Public Employer Trustee, or Employer Trust shall be
deemed satisfied to the extent that such obligation is undertaken by
31
457 Plan and Trust Document
(b) the ICMA Retirement Trust (in which case the obligation of the
Group Trust shall run to the ICMA Retirement Trust); and
(b) all provisions dealing with the number, qualification, election, term
and nomination of Trustees shall not apply, and all other provisions
relating to trustees (including, but not limited to, resignation and
removal) shall be interpreted in a manner consistent with the
appointment of a single corporate trustee.
2. Compliance with Revenue Procedure 81-100. The requirements of Revenue
Procedure 81-100 are applicable to the Group Trust as follows:
(a) Pursuant to the terms of this Group Trust Agreement and Article X
of the By-Laws, investment in the Group Trust is limited to assets of
Deferred Compensation and Qualified Plans, investing through the
ICMA Retirement Trust.
(b) Pursuant to the By-Laws, the Group Trust is adopted as a part of
each Qualified Plan that invests herein through the ICMA
Retirement Trust.
(c) In accord with the By-Laws, that part of the Group Trust's corpus or
income which equitably belongs to any Deferred Compensation and
Qualified Plan may not be used for or diverted to any purposes other
than for the exclusive benefit of the Plan's employees or their
beneficiaries who are entitled to benefits under such Plan.
(d) In accord with the By-Laws, no Deferred Compensation Plan or
Qualified Plan may assign any or part of its equity or interest in the
Group Trust, and any purported assignment of such equity or
interest shall be void.
3. Governing Law. Except as otherwise required by federal, state or local law, this
Declaration of Trust (including the ICMA Declaration to the extent
incorporated herein) and the Group Trust created hereunder shall be construed
and determined in accordance with applicable laws of the State of New
Hampshire.
4. Judicial Proceedings. The Trustee may at any time initiate an action or
proceeding in the appropriate state or federal courts within or outside the state of
New Hampshire for the settlement of its accounts or for the determination of
any question of construction which may arise or for instructions.
32
457 Plan and Trust Document
IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day
and year first above written.
VANTAGETRUST COMPANY
ri■
a/
By:
Name: Paul F. Gallagher
Title: Assistant Secretary
33
ICMA RETIREMENT CORPORATION
ICMA Retirement Corporation
Attention: New Business Analyst
777 North Capitol Street NE
Washington, DC 20002 4240
www.icmarc.org
BKT571-010-200311
• •
June 7, 2007
Mr. Andy Tse
Personnel Manager
City of Seal Beach
211 Eight Street
Seal Beach, CA 90740
RE: Vantagepoint Payroll IRA Program
Dear Mr.Tse :
I am pleased that you have selected the ICMA Retirement Corporation
(ICMA-RC) to offer Payroll IRAs to your employees.
Enclosed is everything you need to establish the Vantagepoint Payroll IRA Program:
1. Letter Agreement Addendum - This letter agreement will serve to amend the existing
Agreement between City of Seal Beach and ICMA-RC.
2. Vantagepoint Payroll IRA Implementation Data Form - Provides necessary information
to establish your Payroll IRA Program.
3. All Employers must be set up on EZ Link— Electronic processing via the Internet, in
order to implement a Payroll Deduction IRA plan.
4. Guided Pathways Employer Package - contains information on ICMA-RC's Guided
Pathways program and how electing to adopt Managed Accounts will greatly benefit your
employees. To offer Managed Accounts to your employees, please read the enclosed
Managed Accounts Services Agreement and sign and return the Managed Accounts
Services Signature Page located in the front pocket of the Guided Pathways Package.
Please return the completed materials to New Business Unit, ICMA-RC, 777 North Capitol
Street, NE, Suite 600, Washington, DC, 20002-4240.
Once the completed materials have been approved, I will send you notification that your
Vantagepoint Payroll IRA Program has been established.
Thank you for your continued interest in ICMA-RC. Please contact me at
1-800-735-7103 ext. 6942 if you have any questions about adopting the Vantagepoint Payroll
IRA Program.
Sincerely,
wen/84w
Lori Brown
New Business Analyst
Enclosures
• •
June 7, 2007
Mr. Andy Tse
Personnel Manager
City of Seal Beach
211 Eight Street
Seal Beach, CA 90740
Re: ICMA Retirement Corporation
Vantagepoint Payroll Deduct IRA Program
Dear Mr.Tse:
This letter agreement will serve to amend the existing Agreement between City of Seal
Beach and the ICMA-RC to provide for payroll deduction Individual Retirement Accounts
("IRAs") for Employer's employees ("IRA accountholders".)
The existing Agreement between Employer and ICMA-RC is hereby amended as
follows:
1. Employer desires to allow IRAs for its employees to be administered by ICMA-RC.
Employer agrees to send checks or wire the assets to ICMA-RC for IRA
accountholders. The details of the submission of IRA contributions shall be as
mutually agreed between Employer and ICMA-RC, but in general shall be as set
forth in the IRA program materials developed by ICMA-RC and provided to
Employer.
2. Absent an explicit provision to the contrary, account fees and expenses payable
by IRA Accountholders shall be as set forth in the IRA program materials.
3. Each IRA Accountholder will receive a consolidated quarterly statement providing
information for any deferred compensation plan, qualified plan or IRA maintained
by each IRA Accountholder and administered by ICMA-RC.
4. ICMA-RC will provide tax withholding and reporting for each IRA account
administered by ICMA-RC.
5. Unless ICMA-RC and Employer agree otherwise, the details of ICMA-RC's
administration of the IRA program, as well as other features of the IRA program,
shall be as set forth in ICMA-RC's IRA program materials. The IRA program
materials are hereby incorporated by reference and made a part of this
Agreement, except that Employer and ICMA-RC may from time to time mutually
agree in writing to terms that vary from the IRA program materials.
• •
6. To assure IRA Accountholders of confidentiality, ICMA-RC will only provide
Employers with such account information as is necessary to reconcile Employer's
payroll deduction submittals.
7. It is agreed that ICMA-RC will not be responsible for ensuring that annual IRA
contributions by each IRA Accountholder are within applicable annual contribution
limits, and that this will be the responsibility of the IRA Accountholder.
8. It is understood that the year in which the payroll deduction occurs shall constitute
the tax year in which the contribution is considered to be made to the IRA
Accountholder's IRA.
If City of Seal Beach finds these terms agreeable, please so indicate by having the
appropriate person sign and date this letter agreement in the space indicated below.
Very truly yours,
, i til'Vcb)
By
Angela C.Montez
Corporate Secretary
Agreed: cacti 6 -7 'O7
Signature of Authorized Official Date
ft • •
A VANTAGEPOINT PAYROLL IRA PROGRAM
IC, , . DC IMPLEMENTATION DATA FORM
MA I • Instructions to Employer:Provide necessary information to establish your plan properly.Please contact Investor Services
Building Retirement Security at 1-800-326-7272,if you have any questions.
ICMA-RC Use Only
1.Employer Number: 701 (Vantagepoint Traditional IRA)
705 (Vantagepoint Roth IRA)
2. (902)Employer's Full Name: £C4 it
General CzT� Q� $Ep(, B�CN ` 301 !bq
Information 2I I Si')-) 57 EE1
3. (922)Street Address:
(924)
(918)City: SEAL 8E4614 (979)State: CA (920)Zip Code: 907`t0
4. (633)Primary Contact Name: AA PRE1,/ 1.�,'T'SS&
5. (634)Primary Contact Title: ?C2S) ryu
l
L nCa-
6. (631)PrimaryContactTelephone#: ($Z) 1.91-2511,)(30/
7. (632)Fax#:( .512 ) itet3 - 4457 8. (PT00)Email Address: Ate eCi•9,4I-behCh• c -Lti
9. (882)Employer's Federal Tax Identification Number: l C 6otx 7 yt
10. Date of 1st Contribution:
IRA Type Check one or both(if applicable):
❑ Vantagepoint Traditional IRA OR E Vantagepoint Roth IRA
Please note:if selecting BOTH IRA plan types,then the employer's payroll system must have two available
payroll slots.(If the contact information is not the same for both,please complete a separate form.)
Contribution/E7 11.PT02(200) Contact Name/Title: AVM Ct.4 T --13 '"
Link Contact
Information (420) Tele p hone:(5(&L ) 431-1517 d3a/Fax:( S62 ) 4413 —9
EZLink is ICMA-RC's standard contribution detail summary format.Please complete and re••rm the EZLinkAccess Form
• You must also complete a successful EZ Link test before your first contribution can be submitted.
Plan 12. PT05(200) Contact Name: ,((l✓ l..et;
Coordinator
Contact Contact Title: PEgSfWA/Et- /1W)AM.-
Information / C�
(420)Telephone:(567_ )y31-LSz7� .54(1_x3e1 Fax .54(1_ ) 4413— J 5
Remittance 13.PT07(200) Contact Name/Title: 7UZg5k G),wZ,4(E2
Reconciliation (P00) Contact Title: . l (; '♦ - P -s Na '
Contact
(420) Telephone:(51) )411-1517,-X 311 Fax:( Stet ) Li 3- 16.57
Internal Use Only
641=
644=
912=
• •
ICMA -RC GUIDED PATHWAYSTM MANAGED ACCOUNTS SERVICES AGREEMENT
This Managed Accounts Services Agreement ( "Agreement "), made as of the day of , 200 (herein referred to as the "Inception
Date "), between the <PlanSponsor» ( "Employer "), a «Entity» organized and existing under the laws of the State of «IncState»
with an office at «Addressl », «City, «State» «PostalCode» and International City County Management Association Retirement
Corporation ( "ICMA -RC "), a Delaware corporation, for the discretionary. investment advisory services program ( "Managed
Accounts ") described in this Agreement to Participants in your employer - sponsored retirement plan or plans ( "Plan ").
RECITALS
Employer acts as a public sponsor for a Plan with responsibility to obtain investment alternatives and, services for employees
participating in that Plan;
ICMA -RC provides an array of services to public employers for the operation of employee retirement plans including, but not
limited to, investment advisory services, communications concerning investment alternatives, account maintenance, account
record- keeping, investment and tax reporting, transaction processing, benefit disbursement, and asset management.
Managed Accounts is a new discretionary investment advisory service provided as parr of ICMA -RC's Guided PathwaysTM
program, a suite of investment services designed to assist Participants in reaching their retirement investing objectives.
This Agreement adds Managed Accounts, a discretionary asset allocation investment advisory service, to Guidance and
Advice, already offered by ICMA -RC and available to most Participants. These services, all of which are offered through the
Guided PathwaysTM platform, are intended to assist Participants in reaching their retirement investing objectives.
ICMA -RC is an investment adviser registered as such with the U.S. Securities and Exchange Commission ( "SEC ") under the
Investment Advisers Act of 1940, as amended ( "Advisers Act "). ICMA -RC Services, LLC (a wholly owned subsidiary of ICMA -
RC) is registered as a broker- dealer with the SEC and is a member in good standing with NASD and the Securities Investor
Protection Corporation ( "SIPC ").
AGREEMENTS
1. Investment Advisory Services
Each Participant, beneficiary or alternate payee as permitted under the Plan (collectively, "Participants "), electing to have
investment advisory services provided by ICMA -RC must agree ro.the Investment. Advisory Agreement ( "Participant
Agreement "), which describes the features of Managed Accounts and Advice as well as the rights and responsibilities of
the Participants under the program.
Participants who are (1) subject to any imposed frequent Trading restrictions or (2) have separated service and are
withdrawing assets from their account(s) are not eligible to participate in Managed Accounts.
By entering into this Agreement, you acknowledge and agree that you have received and reviewed this Agreement and
the sample Participant Agreement, including the terms, conditions, and details of Managed Accounts described in those
Agreements and that as Plan Fiduciary you authorize ICMA -RC to offer and make available Managed Accounts
to Participants in each of your eligible ICMA -RC administered Plans (e.g., 457, 401, Payroll and Deemed IRAs).
Vantagecare Retirement Health Savings Plans and Plans that do not meet core investment option asset category
requirements (e.g., ICMA -RC's standard 457 PTS Plan) are not considered eligible plans.
Managed Accounts
Managed Accounts is a discretionary asset allocation and management service designed for Participants who want-to
delegate their individual Plan investment decisions to a financial expert. Participants are charged an asset -based fee for
Managed Accounts Service Agreement 9 ICMA -
•
Managed Accounts. See Section 5 below for applicable fees.
Under Managed Accounts, a Participant authorizes ICMA -RC to exercise discretionary authority to allocate and
reallocate the assets in his or her Plan account or accounts among eligible Plan investments and implement individualized
advice generated from the investment methodologies and software created by lbbotson Associates, Inc. ( "Ibbotson "), an
industry leader in asset allocation and investment analytics services. In providing such services to ICMA -RC, Ibbotson
acts as the Independent Financial Expert ( "IFE ") as that term is used in Advisory Opinion 2001 -09A issued by the U.S.
Department of Labor (the "DOL ") (see Section 3, below). Based on information provided by the Participant about
his or her financial condition and investment objective, ICMA -RC allocates the Participant's account according to the
applicable Ibbotson model on a discretionary basis without seeking the Participant's approval for each transaction.
The entire account balance of any account designated for participation in Managed Accounts must be allocated to
Managed Accounts.
Participants must agree to provide financial and other information as reasonably requested by ICMA -RC and to
inform ICMA -RC promptly of any changes in their circumstances in order to assist ICMA -RC in the development and
management of an investment strategy that is suitable and appropriate. ICMA -RC will notify Participants quarterly to
contact ICMA -RC regarding any changes in their financial situation or investment objections and will contact Participants
at least annually to determine whether any such changes have occurred or whether Participants wish to impose any
reasonable restrictions on their accounts which are not fundamentally inconsistent with their investment objectives or the
nature or operation of Managed Accounts. ICMA -RC personnel knowledgeable about the management of the Participant's
account will be reasonably available to respond to Participant's inquiries. Participants will receive quarterly statements
consisting of all activity in their accounts, including fees and expenses as well as the beginning and ending value of the
account for the relevant period, and will receive copies of confirmations of any transactions in their accounts.
Initially and at least annually thereafter, Participants are given an opportunity to review and confirm the accuracy and
completeness of the information upon which their advice is based. When appropriate, but normally on a quarterly basis,
eligible assets in the Participant's account will be rebalanced back to the currently recommended model advice portfolio.
Because ICMA -RC has discretionary authority over the Participant's account under Managed Accounts, certain Participant-
directed account transactions otherwise available to the Participant, such as transfers of existing account balances and changes to
future contribution allocations, systematic or otherwise, will not be processed until the Participant has terminated participation
in Managed Accounts. Participants may terminate participation in Managed Accounts at any time at their discretion.
The Managed Accounts program does not provide advice for assets in self - directed brokerage accounts, certificates of
deposits, or certain other investment options. However, while only ICMA -RC administered retirement plan assets are
managed, other assets (i.e.. spousal assets, brokerage accounts, etc.) can he taken into consideration for the purpose of
determining the appropriate allocation for the retirement plan account to the extent that the Participant has provided
• information about such assets.
Certain investment options within your Plan may charge a redemption fee on specific transactions. Transactions
initiated by ICMA -RC under Managed Accounts may result in such redemption fees being charged to Participants. Any
applicable redemption fees will be deducted directly from the Participants' accounts.
Guidance and Advice
Both Guidance and Advice are currently offered to most Participants. These services were previously provided by
ICMA -RC through an Agreement with Morningstar Associates, LLCTM (`Morningstar "), but will now be offered
directly through ICMA -RC in conjunction with Ibbotson as the IFE. ICMA -RC applies methodologies developed,
maintained and overseen by Ibbotson. The Plan is not charged any additional fee for allowing these services to be
offered to Participants.
Managed Accounts Service Agreement 10 ICMA -
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Guidance
Guidance provides "point -in- time" asset allocation recommendations to Participants looking for assistance in selecting
their retirement plan investments. Guidance does not provide fund specific recommendations. These individualized
asset allocation recommendations from ICMA -RC may be provided through the internet, on paper, or by an ICMA -RC
associate over the telephone or through face -to -face meetings with an ICMA -RC associate. ICMA -RC creates the asset
allocation recommendations by applying methodology developed, maintained and overseen by.Ibbotson.
Asset allocation recommendations are based upon a wealth forecast that takes into account not only the Participant's Plan
account values and contribution rates, but also, to the extent provided by the Participant and relevant to the forecast,
other assets held by the Participant or the Participant's spouse or family member, and personal information of the
Participant - including but not limited to, date of birth, anticipated dare of retirement, etc:.The wealth forecast reflects
the results of Monte Carlo simulations to determine the probable result of various account allocations, savings rates, etc.
The Participant may elect whether to use this service, and if so, when and how often to use it. The Participant will be
responsible for implementing any asset allocation recommendations based on the ordinary means available under the
Plan (i.e. transfer of account balances), and for subsequent monitoring or review of the account and of the accuracy of
information utilized in arriving at the asset allocation recommendation.
Participants are not charged additional fees for using Guidance under Guided Pathways. •
Advice
Advice provides "point -in- time" individualized investment advice to Participants seeking assistance in selecting specific
retirement plan investments. Fund specific recommendations are constructed by Ibbotson from among the investment
options available in the Plan. Advice may be provided through the Internet, on paper, or by an ICMA -RC associate over
the telephone or through face -to -face meetings with an ICMA -RC associate. ICMA -RC creates Advice recommendations
by applying methodology developed, maintained and overseen by Ibbotson. The investment advice and fund specific
recommendations are constructed by Ibbotson from the investment options available under the Plan and as selected by
you as the Plan Sponsor, applied to the Participant's individual information and account.
Advice is based upon a wealth forecast that takes into account not only the Participant's flan account values and
contribution rates, but also, to the extent provided by the Participant and relevant to the forecast, other assets held by
the Participant or the Participant's spouse or family member, and personal information of the Participant - including but
not limited to, date of birth, anticipated date of retirement, etc. The wealth forecasts reflect the results of Monte Carlo
simulations to determine the probable result of various account allocations, savings rates, etc.
The Participant may elect whether ro use this service, and if so, when and how often to use it. The Participant will be
responsible for implementing any advice or fund specific recommendations using the ordinary means available under the
Plan (i.e. transfer of account balances), and for subsequent monitoring or review of the account and of the information
utilized in arriving at the advice. Participants using Advice are responsible for supplying updated information when their
personal circumstances or other factors change.
ICMA -RC will charge a standard $20 annual fee to Participants using Advice. However, certain Participants, such as
those in the Premier Programme, can utilize the Advice service for no charge. The fixed annual fee will be charged to the
Participant's account following enrollment and will entitle the Participant to use of the service for a twelve -month period.
For each succeeding twelve -month period for which the Advice service is initiated or continued, the Participant will be
required to re- enroll and pay the annual fee in order to continue receiving the service.
Similar to the services provided under ICMA -RC's existing advice service provided by Morningstar, Guided PathwaysTM
will allow Participants to directly implement recommended transactions (fund transfers and contribution reallocations) in
their ICMA -RC accounts.
Managed Accounts Service Agreement 11 ICMA -RC
• •
2. Employer Designations and Determinations
By entering into this Agreement, Employer determines that the compensation paid to ICMA -RC by Participants for
services under the Guided PathwaysTM program, including the Managed Accounts services, raking into account any
other compensation to ICMA -RC or its affiliates for investments and services provided to Plan accounts, is reasonable in
Light of the investment advisory services to be rendered.
Employer designates that the individual investment options offered to Participants under the Plan will be the same
investment options available to Participants selecting Managed Accounts and Advice. In making such a designation,
you acknowledge and agree to any limits on the investment options to which the advice may apply, and to any limitations
imposed by the investment option or by the Plan.
Employer acknowledges that ICMA -RC or an affiliate may be providing additional services, including investment, Plan
recordkeeping, Plan compliance, and other relayed Plan administrative services. However, the Employer retains its
existing responsibility for taking necessary steps to adopt, amend and maintain the qualification of the Plan.
3. Prohibited Transactions
Although your Plan, as a governmental plan, is not subject to all the requirements of ERISA, under ERISA certain types
of transactions are prohibited, including, generally, the provision of investment advice by an entity or an individual that is
providing other services to the Plan for compensation.
The DOL issued Advisory Opinion 2001 -09A ("Advisory Opinion') to SunAmerica Retirement Markets. Inc.
( "SunAmerica ") on December 14, 2001. The Advisory Opinion provides that investment advice based on a computer
program controlled by an IFE and delivered to a Participant by an organization or adviser that is also providing plan
investments from which it receives income, will not constitute a prohibited transaction if certain requirements are met.
The DOL issued the Advisory Opinion in response ro a request for a prohibited transaction exemption ( "PTE ") by
SunAmerica. ICMA -RC has entered into an agreement with Ibbotson to provide the type of services described in the
SunArnerica PTE request and the Advisory Opinion.
ICMA -RC is already providing services to your Plan, which may include enrollment and contribution processing, Plan
recordkeeping and compliance, education and other services, including mutual funds advised or sub - advised by ICMA-
RC or an affiliated adviser which may be included as eligible Plan investments. By executing this Agreement, you are
authorizing ICMA -RC to provide investment advisory services under Managed Accounts.
Managed Accounts may be provided through the Internet, on paper, or by an ICMA -RC associate over the telephone
or through a face -to -face meeting. ICMA -RC associates will continue to provide many of the same Plan and investment
services to the Plan or Participants that he or she would otherwise provide, in the absence of Managed Accounts.
However, pursuant to the Advisory Opinion, 1CMA-RC associates will present the advice as determined under the
investment methodologies and software developed by lbhotson and may not alter that advice.
4. Investment Advice. Process
From the investment options available to Plan Participants, Ibbotson will select the funds to be included in the model
advice portfolios under Managed Accounts.
To be eligible for Managed Accounts or Advice, the Plan must at all times provide investment options which cover the
following required asset categories as determined by Ibbotson: Fixed Income /Cash, Bond, Large Cap Equity, Small /Mid
Cap Equity, and International Equity. Ibbotson, as the IFE, is solely responsible for determining the adequacy of the
Plan's exposure to the required asset categories. ICMA -RC will notify you if mailable investment options under your
Plan fail to include one or more asset categories required for construction of the Ibbotson model portfolios.
Managed Accounts Service Agreement 12 ICMA -
•
On an ongoing basis, Ibbotson will monitor the asset -class portfolios and the individual investment options included in
the model portfolios, and make changes as appropriate. With certain exceptions, any recommended changes arising from
such monitoring will generally be implemented not more frequently than quarterly.
Participants with multiple ICMA -RC- administered accounts under the same Employer Plan and /or multiple ICMA -RC-
administered. accounts with different Employer Plans, have the option of individually selecting the accounts to which
Managed Accounts will be applied.
Each Participant enrolling in Managed Accounts will be assigned to one of a fixed number of model advice portfolios based
upon the information provided to ICMA -RC by the Plan and the Participant. As described in the Participant Agreement,
a minimum set of data items will be required in order to assign the Participant to a model portfolio. These include
gender, date of birth, marital status, salary, retirement plan account balances, current retirement plan savings rate, desired
replacement retirement income, and desired probability of meeting or exceeding desired replacement retirement income.
Certain required information on Participant accounts is automatically pre - populated to Managed Accounts by ICMA -
RC. Participants are responsible for providing any other required or non - required information, although "default"
assumptions may be used for certain information.
Additional information can be provided, by the Plan or the Participant, to further assist in the selection of the appropriate
model advice portfolio, including additional information about the Participant and /or the Participant's spouse and /or
family, if applicable. This additional information can include, but is not limited to:
Outside Plan Assets: Account information on non- ICMA -RC defined contribution retirement and non- retirement
accounts (i.e., 401 and 457 plans, savings, retail brokerage), and other account information including but not limited to:
account type; account name; account balance; account holdings; etc.
Retirement Plan Loans: Details on outstanding retirement plan loans including but not limited to: maturity date;
outstanding loan balance; repayment amount; interest rate; repayment frequency; etc.
Cash Flow: Details on non- retirement plan cash flows including but not limited to: received inheritance or college tuition
costs; cash flow type (income or expense); amount; college cost beginning year; college cost ending year; etc.
Other Benefits /Retirement Plan Information: Including but nor Limited to: Information on defined benefit pension plans
or Social Security; start age; pension monthly payment; social security monthly estimate; etc.
Information About Your Spouse's Personal and Financial Situations: Including but not limited to: Information on your
spouse and his /her retirement and non - retirement accounts; date of birth; annual savings rare; salary; account type;
account name; account balance; account holdings; etc.
Participants will be permitted to enroll in Managed Accounts at any time. However, if a Participant previously
terminated the service with respect to a Plan, he or she must wait at least until the next calendar quarter before re-
enrolling in the service for that Plan and may not enroll more than two times in any 12 -month period.
Upon enrollment in Guidance or Advice, a Plan Participant may use these services as often as desired, in the manner
(and subject to any limitations) described in the Participant Agreement or Terms and Conditions document. A
Participant enrolling in Managed Accounts or Advice will receive a statement summarizing the data provided to ICMA -
RC that was used to formulate the advice, and if accessing the service over the Internet, will be given an opportunity
to correct or modify that data before the service is initiated. Thereafter, the Participant can revise, add, or change his
• or her data at any time. Participants enrolled in Managed Accounts will he contacted at least annually regarding this
information, and may speak with an ICMA -RC associate at any time. A comprehensive review of the Managed Accounts
portfolios will he performed annually by Ibbotson. and the accounts will be rebalanced quarterly. Participants are
responsible for contacting ICMA -RC with any new or revised information that may warrant an additional review of the
Managed Accounts Service Agreement 13 ICMA -
• •
account. Allocation or reallocations may be limited by the Plan or by the underlying investment. Such limitations will
be taken into account by Ibbotson in the development and implementation of the advice.
5. Participant Costs
Participants who enroll in Managed Accounts are assessed an asset based fee that is charged on a monthly basis based on
the month -end average daily account balance in Managed Accounts. The Managed Accounts fee will be calculated as
a percentage of the account value and applied to the account as a fixed dollar amount. The standard Managed Accounts
Fee Schedule is presented below and is also detailed in the Participant Agreement. The Schedule applies separately to
each account the Participant elects to enroll in Managed Accounts (i.e. a 401(a) account and a 457 account).
Account Balance Annual Fee
First $25,000 0.60%
Next $25,000 0.55%
Next $50,000 0.45%
Next $150,000 0.35%
Over $250,000 0.25%
The Managed Accounts Fee will be deducted pro -rata against all investments in any account included in Managed Accounts.
Employer hereby directs that these costs be withdrawn from Participant accounts. You will be provided at least 90 days' advance
written notice of any change in the rate of fees assessed to Participant accounts. Fees will be assessed to Participant accounts on
a pro -rata basis among investments. There is no cost assessed to the Employer or the Plan for offering Managed Accounts.
ICMA -RC will charge a standard $20 annual fee to Participants using Advice. However, certain participants, such as
those in the Premier ProgramTM, can utilize the Advice service for no charge. The fixed annual fee will be charged to the
Participant's account following enrollment and will entitle the Participant to use of the service for a twelve -month period.
For each succeeding twelve-month period for which the Advice service is initiated or continued, the Participant will be
required to re- enroll and pay the annual fee in order to continue receiving the service.
Participants are not charged any additional fees for using Guidance under Guided Pathways.
6. No Guarantee
Employer understands, acknowledges and accepts that the advice provided hereunder relies on historical performance
and other data, all of which have limitations. Past performance of investments is no guarantee of future results. The
analysis and advice provided depends upon a number of factors, including the information provided by the Participant,
various assumptions and estimates and other considerations. As a result, the wealth forecast developed and advice and
recommendations provided are no guarantees that a Participant will achieve his or her retirement goals or anticipated
returns. You understand that There remains a risk of loss within eligible investment options.
7. Form ADV
Part II of ICMA -RC's Form ADV ( "Brochure "), a portion of ICMA -RC's SEC adviser registration statement, contains
additional information about ICMA -RC and our advisory services. By entering into this Agreement, you represent that
you have received and reviewed a copy of the Brochure.
8. Limitation of Liability
You understand and agree that there is no guarantee that the recommendations made by ICMA -RC pursuant to the
investment methodologies and software developed by Ibbotson will be successful. Nor can ICMA -RC ensure that a
Participant will achieve his or her retirement goals or anticipated returns. You acknowledge that the outcome ache
Managed Accounts Service Agreement 14 ICMA -
• •
Guided Pathways services calculations are estimates only, and there is no guarantee of the future financial performance of
Participant investments or that Participants will meet their desired goal(s).
You agree, understand and acknowledge that the advice is based on the responses provided and other information
furnished to us by Participants through Guided Pathways and Managed Accounts and updated as necessary. ICMA -RC
shall not be liable for any misstatement or omission contained in the information furnished to us, or any loss, liability,
claim damage or expense whatsoever arising out of or attributable to such misstatement or omission. Nothing in this
• section shall be construed as a waiver of any rights Employer or Participants may have under common law, the Advisers
Act, or any other federal or state securities or retirement laws.
ICMA -RC is not responsible for providing and maintaining the communications and equipment (including personal
computers and modems) and telephone or alternative services required for accessing and utilizing electronic or automated
services, or for communications service fees and charges incurred by the Participant in accessing these services.
9. Assignability
This Agreement shall not be assignable by any party without the prior written consent of the other party.
10. Term and Termination of Managed Accounts Service
This Agreement shall be in effect and commence on the date all parties have signed and executed this Agreement ( "Inception
Dare "). This Agreement will be renewed automatically for each succeeding year unless 60 days' advance written notice of
termination is provided by either parry to the other, provided however that some or all of the notice period may be waived
upon a demonstration that only an earlier termination will comply with the independent fiduciary's fiduciary duty.
Employer may terminate the services at any time for all Participants, subject to a reasonable advance written notice
requirement consistent with applicable law. Such termination shall be effective as soon as reasonably practicable thereafter.
A Participant may terminate the Managed Accounts service with respect to his or her account(s) at any time.
During the term of this agreement, ICMA -RC reserves the right to replace Ibborson as the IFE in its sole discretion. In
the event ICMA -RC is unable to contract with a suitable replacement IFE, this Agreement shall automatically terminate
upon written notice from ICMA -RC to the Employer.
11. Extraordinary Events
ICMA -RC shall not be liable for loss caused directly or indirectly by governmental restrictions, exchange or market
rulings, suspension of trading, war, strikes, or other conditions beyond our control. We shall not be responsible for loss or
damages caused by equipment failure, communications lines failure, unauthorized access, theft, systems failure and other
consequences beyond our control.
12. Privacy
Protection of Nonpublic Personal Information. ICMA -RC is subject to various privacy requirements for the
protection of its clients under the Gramm- Leach - Bliley Act ( "GLBA ") and regulations promulgated pursuant to GLBA.
Definition of Nonpublic Personal Information. Nonpublic personal information of customers or consumers
( "NPI ") includes, but is not limited to, names, addresses, account balances, account numbers, account activity, Social
Security numbers, taxpayer identification numbers, and sensitive, financial and health information. NPI includes
information on our forms or in a database of any kind, information created by us, information collected by or on behalf
of us and personally identifiable information derived from NPI.
Managed Accounts Service Agreement 15 ICMA -
• •
Disclosure and Use of NPI. All NPI that ICMA -RC obtains as a result of offering these services to your Participants
shall not be used, disclosed, reused, or redisclosed to any unaffiliated third party, except to carry out the purposes for
which the information was disclosed.
ICMA -RC shall be permitted to disclose relevant aspects of the NPI to its officers, agents, subcontractors, independent
financial expert and employees only to the extent that such disclosure is reasonably necessary for the performance of its
duties and obligations under the Agreement.
The obligations of this Section shall not restrict any disclosure by ICMA -RC pursuant to any applicable state or Federal
laws or regulations, or by request or order of any court or government agency.
Security of NPI. ICMA -RC further agrees that it has established and maintains policies and procedures designed to
ensure the confidentiality and security of NPI. This shall include procedures to protect against anticipated threats or
hazards to the security or integrity of the information and unauthorized access to or use of the information.
13. Notices
All notices required to be delivered under Section W of this Agreement shall be delivered personally or by registered or
certified mail, postage prepaid, return receipt requested, to (i) Legal Department, ICMA Retirement Corporation, 777
North Capitol Street, N.E., Suite 600, Washington, D.C., 20002- 4240; (ii) Employer at the office set forth in the first
paragraph hereof, or to any other address designated by the party to receive the same by written notice similarly given.
14. Complete Agreement and Amendments
This Agreement shall constitute the complete and full understanding and sole agreement between ICMA -RC and Employer
relating to the object of this Agreement and correctly sets forth the complete rights, duties and obligations of each party to
the other as of its date. This Agreement supersedes all written and oral agreements, communications or negotiations among
the parties. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in
this Agreement are of no force and effect. This Agreement may only be amended in writing with the consent of both parties.
15. Titles
The headings of Sections of this Agreement and the headings for each of the attached schedules are for convenience only
and do not define or limit the contents thereof.
16. Incorporation of Schedules
All Schedules (and any subsequent amendments thereto), attached hereto, and referenced herein, are hereby incorporated
within this Agreement as if set forth fully herein.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to
contracts made in that jurisdiction without reference to its conflicts of laws provisions.
Managed Accounts Service Agreement 16 ICMA -
• •
Please substitute and sign the ICMA -RC Managed Accounts Services Agreement signature page located in the front of this package instead of
signing this page.
Please retain the entire bound copy of the Managed Accounts Services Agreement, including this copy of the signature page, for your records.
ICMA -RC MANAGED ACCOUNTS SERVICES AGREEMENT SIGNATURE PAGE
In Witness Whereof, the parties hereto certify that they have read and fully understand this complete ICMA -RC
Managed Accounts Services Agreement attached hereto and have caused the ICMA -RC Managed Accounts Services
Agreement to be executed by their duly authorized officers as of the Date below ( "Inception Date ").
EMPLOYER
By CTy OF 501-- ?CH
Employer /Plan Name
06 Al 67
Employer Signature Date
I ivzD CRMA1 CZT1 /1 Ai4
Name and Title (Please Print)
2( ( STN Sigal SC4L 136 C4
Street Address City and State
?oVi
Applicable ICMA -RC Plan Number(s)
INTERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
By " ,
Paul Gallagher
Corporate Secretary
•
Please return fully executed Signature page to:
New Business Unit
ICMA -RC
777 North Capitol Street, NE
Suite 600
Washington, DC 20002 -4240
Managed Accounts Service Agreement 17 ICMA
• •
ICMA-RC GUIDED PATHWAYSTM SAMPLE MANAGED ACCOUNTS INVESTMENT ADVISORY AGREEMENT
This Investment Advisory Agreement("Agreement") is made by and between International City County Management
Association Retirement Corporation ("ICMA-RC"),a Delaware corporation registered as an investment adviser with
the United States Securities and Exchange Commission("SEC"),and you concerning your participation in ICMA-RC's
Managed Accounts program ("Managed Accounts"). By entering into this Agreement,you have elected to participate
in a voluntary investment advisory program offered by ICMA-RC for your designated retirement plan ("Plan") assets
("Account(s)").
RESPONSIBILITIES
In accordance with guidelines established by the United Stares Department of Labor under its Advisory Opinion No.2001-09A,
ICMA-RC may provide ongoing management of your Accounts)by investing and reinvesting assets in your Account(s) in eligible
investments offered under your Plan in accordance with objective,independent, third-parry investment recommendations.
ICMA-RC has hired Ibbotson Associates,Inc. ("Ibbotson”),an Illinois corporation and an SEC-registered investment adviser,to
serve as the Independent Financial Expert("IFE")for Managed Accounts to provide investment recommendations to ICMA-RC
which are used in managing your Account(s). ICMA-RC assumes fiduciary responsibility for the selection of Ibbotson as the IFE.
Our ability to manage your Account(s) properly depends on you providing to us as much current financial information as possible.
Please complete the"Client Profile"section and the"Client Profile—Additional Information(optional)"sections provided.
AUTHORIZATION AND APPOINTMENT
Under Managed Accounts,you request that ICMA-RC exercise discretionary authority to allocate and reallocate your
Account(s) and to implement individualized advice generated by Ibbotson, acting as the IFE. ICMA-RC is authorized to
exercise the investment discretion described below with respect to the assets in the Account(s), including such additional assets
as may result from transactions in,contributions to and transfers of assets into the Accou nt(s).
You agree to provide financial and other information as reasonably requested by ICMA-RC and to inform ICMA-RC promptly
of any changes in your circumstances in order to assist ICMA-RC in the development and management of an investment
strategy that is suitable and appropriate for you. You understand that ICMA-RC will notify you quarterly to contact ICMA-RC
regarding any changes in your financial situation or investment objections and will contact you at least annually to determine
whether any such changes have occurred or whether you wish to impose any reasonable restriction on the Account(s) which is
not fundamentally inconsistent with your investment objective or the nature or operation of Managed Accounts. You further
understand that ICMA-RC personnel who are knowledgeable about the management of the Account(s) will he reasonably
available to respond to your inquiries. You will receive a quarterly statement consisting of all activity in the Account(s),
including fees and expenses and confirmations of any transactions in the Account(s).
You acknowledge that initially,and at least once each year thereafter you are still being offered these services,you will be asked
to review and confirm the accuracy and completeness of the information upon which Managed Accounts'advice is based.
All reallocations are processed automatically following the end of a calendar quarter. Because you are directing ICMA-RC
to manage the Account(s)on your behalf,certain automatic transactions otherwise available under the Account(s),such as
contribution allocations and reallocations and fund transfers, either systematic or otherwise,will not be processed until you
have terminated participation in Managed Accounts. Your request for any allocation, reallocation or fund transfer may be
interpreted as a direction to terminate Managed Accounts for your Account(s).
ICMA-RC accepts its appointment as investment manager for the Account(s) pursuant to the terms and conditions set forth
in this Agreement. The rights, powers,authorities and duties of ICMA-RC shall be solely and exclusively as provided in this
Agreement and under applicable law.
Under this Agreement,ICMA-RC will provide you with the advisory services described below.
Managed Accounts Investment Advisory Agreement 21 ICMA-RC
• •
SERVICES
Managed Accounts is a discretionary asset allocation and management service that invests assets in one of a number of model
advice portfolios created by the IFE based on the eligible investments available under your Plan and selected according to
the investment methodology utilized by the IFE. Once you enroll, ICMA-RC will manage eligible assets, including future
contributions,in your Account(s) on a discretionary basis, and you will not be able to make any exchanges of such eligible assets
among investment options within the Account(s)or otherwise direct or further restrict the management of assets while enrolled
in Managed Accounts. Eligible assets in your Account(s)will be allocated to a portfolio of investment options managed in
accordance with an IFE-recommended model advice portfolio. When appropriate,eligible assets in your Account(s)will be
reallocated among various investment options chosen from the universe of eligible investment options in your Plan.
In exercising our discretion under this Agreement,ICMA-RC may take any and all actions necessary to allocate,reallocate or rebalance
investments in your Account(s) in accordance with the model advice portfolio recommendations of the IFE and may execute such
instruments,orders or agreements as may be necessary or proper in connection with providing advice to the Account(s).
You will be assigned to a model advice portfolio based on your financial situation,time horizon and other personal and financial
information that you have provided in your Client Profile. Your financial situation incorporates information about your income and
assets;your investment time horizon reflects when you may need access to assets in your Account(s). In determining an appropriate
target asset mix for your Account(s),either when you initially elect Managed Accounts or during an annual review of the Client
Profile,Managed Accounts also considers all non-managed retirement assets designated in your Client Profile. All of these assets
are evaluated by general asset class and return behavior and not by their unique investment characteristics. You are responsible for
the accuracy and completeness of your Client Profile. You understand that we will rely on your Client Profile in making an initial
recommendation and in the ongoing management of your Account(s). It is your responsibility to notify ICMA-RC promptly
of any change that may affect the manner in which we should allocate or invest the eligible assets in your Account(s). At least
annually, ICMA-RC will remind you to verify or update your Client Profile. It is essential that your Client Profile be kept current
and accurate. Based on the information you provide,Ibbotson may change the target asset mix and the model advice portfolio to
which Managed Accounts manages your Account(s). Over time,ICMA-RC will rebalance your Account(s)to a more conservative
model advice portfolio,absent any other changes to your personal or financial situation. You will continue to receive all reports
with respect to your Account(s) that you would receive if you were not enrolled in Managed Accounts.
ALTERNATE PORTFOLIO SELECTION
You acknowledge that if you are enrolled in Managed Accounts and personally select an alternate model advice portfolio as
opposed to the model advice portfolio recommended by Managed Accounts, ICMA-RC will reallocate your existing account
assets and future contributions to the currently recommended model advice portfolio as part of your annual reforecast. You
also acknowledge that if you select an alternate model advice portfolio as opposed to the model advice portfolio recommended
by Managed Accounts, neither ICMA-RC nor the IFE bear any responsibility nor are they acting in an investment advisory
capacity for any advice or allocation that is provided to you by selecting such an alternate portfolio.
YOUR RESPONSIBILITIES
You are responsible for providing correct and complete information,and for notifying ICMA-RC of any change that affects your
participation. This includes any event or change in circumstances that may impact your investment time horizon or financial
situation. For example,you should inform ICMA-RC of any:
• Change to your employment status or annual income;
• Change in your retirement plan comribution rate:
• Initiating of any withdrawals or loans from your retirement plan Account(s)
• Other event that may cause a re-evaluation of target asset mix and model advice portfolio assignment.
Managed Accounts Investment Advisory Agreement 22 ICMA-RC
• •
INVESTMENT APPROACH
In creating model advice portfolios, Ibbotson uses a quantitative approach to determine investments in your Plan that have
demonstrated,over time,consistency in risk characteristics and security selection capabilities. Ibbotson follows a three-step
process to create model advice portfolios from all of your Plan's eligible investment options.
1. Screening investment options: Ibbotson screens investments based on their investment style and style consistency
to help ensure that the allocation of your model advice portfolio closely tracks your assigned target asset mix. Investment
style refers to the characteristics of the underlying holdings of an investment(for example, growth or value stocks). Style
consistency represents how stable the investment style has been over time.
2. Ranking investment options: Ihborson searches for investment options that provide superior risk-adjusted
performance relative to other investments with similar objectives and characteristics. To do this.Ibbotson uses an
investment's historical performance to estimate its future performance. It then reviews the risk taken to generate these
returns and ranks investments based on this information. Of course,past performance is not a guarantee of future results.
3. Investment selection and model advice portfolio construction: Ibborsun uses a proprietary optimization
process to build the model advice portfolio from the remaining set of investment options. This process helps create a
model advice portfolio that has risk and return characteristics similar to your assigned target asset mix. On an ongoing
basis,Ibbotson will monitor the model advice portfolio and its holdings to determine if changes need to he made. A
change in market or economic changes,or new investment options becoming available through your Plan,may lead
Ibbotson to make changes.
TERMS AND CONDITIONS
1. Binding Agreement. This is a legal and binding Agreement governing your use of Managed Accounts,a
discretionary asset allocation investment advisory service provided by ICMA-RC with the IFE services of Ibbotson.
2. Scope of Managed Accounts. Managed Accounts will provide asset allocation and rebalancing of all eligible assets
in your Account(s),including future contributions,on a discretionary basis. You will not be able to make any exchanges
of eligible assets among investment options within the Account(s) or otherwise direct or further restrict the management
of those assets while enrolled in Managed Accounts.
3. Eligibility. To be eligible to participate in Managed Accounts,you must be enrolled in an eligible ICMA-RC administered
457(b),401(a),Payroll or Deemed IRA Plan or an individual IRA. If you are(1)subject to any unposed frequent trading
restrictions or(2)have separated service with respect to the employer sponsoring the Plan and are withdrawing assets
from your Account(s),you are not eligible to participate in Managed Accounts. You are eligible to enroll in Managed
Accounts at any time permitted by the Plan. However, if you previously terminated participation in Managed Accounts
with respect to the Plan,you must wait at least until the next calendar quarter before re-enrolling in Managed Accounts for
that Plan and may not enroll more than two times in any 12-month period. If you hold non-traditional investment options
that cannot be purchased or sold without restriction through your Plan(such as self-directed brokerage assets or assets in
Certificates of Deposit) in your Account(s),these investments are ineligible for management by ICMA-RC,but will he taken
into consideration by Managed Accounts when determining your asset allocation portfolio.
4. Accuracy of Information. You are responsible for the accuracy and completeness of the information provided to
ICMA-RC for the initial recommendation and for the ongoing management of your Account(s). It is your responsibility'
to notify ICMA-RC promptly of any change that may affect the manner in which we should allocate or invest the eligible
assets in your Accou nt(s).
5. Eligible Investments. The investments eligible for inclusion in Managed Accounts are limited to those chosen for
your Plan by your employer or the Plan's named fiduciary that can be purchased and sold without restriction by your
employer or the Plan's named fiduciary.
Managed Accounts Investment Advisory Agreement 23 ICMA-RC
6. Custody. The assets in the Account(s)shall be held in your name at a"qualified custodian" ("Custodian"), as defined
by Rule 206(4)-2 under the Investment Advisers Act of 1940,as amended ("Advisers Act"). You represent that Custodian
has agreed to act in accordance with ICMA-RC's instructions with respect to the Account(s). You agree to notify ICMA-
RC in writing of any material changes with respect to Custodian,to provide ICMA-RC with reasonable prior notice
of any intention to appoint a successor custodian and to ensure that any such successor custodian is also a qualified
custodian. You understand that Custodian will,at a minimum,provide you with quarterly statements with respect to
the Account(s). You understand and agree that: (a) ICMA-RC will at no time have physical custody or control of the
cash and assets in the Account(s); (b) ICMA-RC will not be liable for any act or omission of any Custodian;and (c)
you will instruct Custodian to provide ICMA-RC with copies of any periodic statements with respect to the Account(s)
within 3 business days of providing such statements to you,as well as such other periodic reports concerning the status
of the Account(s)as ICMA-RC may reasonably request from time to time. Statements shall include the securities and
cash, if any,in the Account(s) at the end of the applicable period and all transactions in the Account(s) during that
period. Nothing in this Section shall prohibit 1CMA-RC from directly billing the Account(s) for fees incurred under this
Agreement in accordance with Advisers Act Rule 206(4)-2, or other applicable law.
7. Advisory Fee. Pursuant to an agreement between ICMA-RC and your Employer, an annual advisory fee will be
charged to your Account(s) based on a percentage of the average daily balance of eligible assets in your Account(s). The
advisory fee will be charged to cover ongoing management of the eligible assets in your Account(s), the communications
1CMA-RC sends to keep you informed about your Account(s), and the related service you receive. The fee is payable in
arrears in monthly increments as of the last day of each calendar month. In the event your participation in Managed
Accounts terminates before the end of the month, the fee will be prorated based on the number of days the Account(s)
was managed during the calendar month, unless 1CMA-RC chooses to waive the fee for that period.
You will have six calendar days after enrolling in Managed Accounts to terminate the service without incurring a fee.
The Managed Accounts fee will he calculated as a percentage of the Account(s)'value and applied ro the Account(s)as a
fixed dollar amount. The standard Managed Accounts Fee Schedule is:
ACCOUNT BALANCE. ANNUAL'FEE. .
First$25,000 0.60%
Next$25,000 0.55%
Next$50,000 I 0.45%
Next$150,000 0.35%
Over$250,000 0.25%
The actual fee you are charged depends on the Plan you participate in and may be lower than what is listed above,but
not higher.
An example of the fee charged under the standard schedule is as follows: if your Account(s) balance is$250,000,the
first$25,000 will he charged a fee of 0.60%, the next$25,000 will he charged a fee of 0.55%, the next$50,000 will
he charged a fee of 0.45%,and the next $150,000 will be charged a fee of 0.35%.Any assets over$250,000 would be
charged a fee of 0.25%.
The Managed Accounts Fee will he deducted pro-rata against all investments in any Account(s) included in Managed
Accounts and will he assessed on a pro-rata basis among your eligible investments. This Agreement constitutes
authorization for the Custodian to pay Fees to ICMA-RC directly from the Account, in accordance with Advisers Act
Rule 206(4)-2. The fcc will he deducted directly From your Plan Account(s)and will be reflected as a fee charge on your
quarterly statement.
Managed Accounts Investment Advisory Agreement 24 ICMA-RC
• •
Certain investment options within your Plan may charge a redemption fee on specific transactions. Transactions initiated
by ICMA-RC under Managed Accounts may result in such redemption fees being charged to you. Any applicable
redemption fees will be deducted directly from your Account(s). You understand that the Managed Account Fee covers
only our advisory fee for allocating and reallocating assets in your Account(s) and does not cover any other fees or
expenses associated with your Account(s).
8. Risks of Investing. Investments in your retirement savings Account(s) are subject to the risks associated with
investing in mutual funds and other securities,and will not always be profitable. ICMA-RC does not guarantee the
results or timing of any recommendations,or that the objectives of the funds or your Account(s)will be met. Except as
otherwise required by law, ICMA-RC will not be liable for:
• Any loss resulting from following your instructions or using inaccurate,outdated or incomplete information
you provide;
• Any act or failure to act by a fund or any of its agents or any other third party;and
• Any loss in the marker value of your Account(s), except for losses resulting from our breach of fiduciary duty,bad
faith,or gross negligence. However,nothing in this Agreement shall constitute a waiver of,or limitation on,any
rights you have under federal and state laws to the extent such rights may not be waived or limited.
9. Changes in Managed Accounts. Managed Accounts has been made available for you to invest your eligible Plan
assets under arrangements with your Plan's named fiduciary, including an investment management agreement between
your Plan's named fiduciary and ICMA-RC. The Plan's named fiduciary may modify or terminate this arrangement at
any time. See Termination,below,for more derails. Managed Accounts and terms under which it is made available to
you are subject to material change only by agreement between your Plan's named fiduciary and ICMA-RC.
10. Account Activity and Timing. ICMA-RC will manage the eligible assets in your Accounts)so that they generally
align with the appropriate model advice portfolio. Due to activity you may initiate,such as loans,withdrawals and
market activity in the Account(s),your investments may deviate from the associated model advice portfolio. Every
quarter, ICMA-RC will transfer assets among the currently designated funds to ensure your Account(s) remains
consistent with the target allocation of the model advice portfolio. Annually,your Account(s)will be reforecast to
determine if the current model advice portfolio remains appropriate for your current financial and personal information.
During the time you are enrolled in Managed Accounts,you are prohibited from initiating exchanges of eligible assets
and directing how new contributions are allocated in your Account(s).
Distributions,withdrawals,and loans will he satisfied according to Plan rules,and may temporarily impact our ability
to closely track the model advice portfolio. Transfers to an alternate payee pursuant to a qualified domestic relations
order("QDRO")will be governed by court order and Plan rules,but such a transfer will immediately terminate our
obligation to manage the portion of the Account(s) transferred, unless the alternate payee is eligible and separately elects
to participate in Managed Accounts. On rare occasions, market conditions,system availability, multiple transactions on
the same day or in near proximity, Plan rules, Plan sponsor action,or other circumstances may prevent or delay'us from
processing transactions in accordance with your direction or the direction of Managed Accounts. Certain Plan rules or
restrictions may not be applicable while you are enrolled in Managed Accounts. Neither we,our affiliates,the Plan,nor
your employer will be responsible for any losses,damages,or missed price opportunities in these circumstances. As we
manage the eligible assets in your Account(s),we will consider the effect of any corrections applied to your Account(s),
but we will not attempt to make any retroactive changes to management decisions that were previously made.
Any pending fund transfer requests and pending future contribution allocation requests you may have initiated will be
cancelled upon your enrollment in Managed Accounts.
All rollover or transfer assets or maturing Certificates of Deposit will he allocated according to the contribution allocation
assigned to your Account(s) under Managed Accounts.
Managed Accounts Investment Advisory Agreement 25 ICMA-RC
• •
11. Termination. You may choose to terminate your participation in Managed Accounts at any time,with no additional
charge. Advisory fee charges will be prorated based on the number of days your Account(s)was managed during the
month unless waived.Your termination election will he effective upon confirmation of receipt of your termination
request. Participation in Managed Accounts will terminate automatically: (i) if you initiate a fund transferor asset
reallocation while in Managed Accounts; (ii)if you have separated service from your Plan and begun withdrawals of
your retirement assets; or(iii) for that portion of your Account(s) transferred to an alternate payee pursuant to a QDRO.
Upon notification of your death, participation will also terminate and your Account(s)will remain in rhe then-current
investments until alternate direction from an authorized party is provided. Termination will not affect: (i) the validity
of any action previously taken, (ii)any liabilities or obligations for Transactions initiated before termination,and (iii) our
right to charge and retain fees for services rendered. We will have no obligation to recommend or take any action with
regard to assets in your Account(s) after termination of Managed Accounts.
12. Reports. You will receive confirmations of all transactions in your Acumnr(s)and quarterly statements consisting of all activity
in the Account(s),all fees and expenses and the beginning and ending value of the Account(s)for the period. You will also
continue to receive all other Plan information that you would receive if you were not enrolled in Managed Accounts.
13. Shareholder and Other Rights. You are responsible for exercising shareholder and other rights with respect to
investment options in your Account(s), to the extent permitted by your Plan. ICMA-RC will not exercise any shareholder
rights on your behalf unless required by law. ICMA-RC will not advise you on the voting of proxies for fund shares
held in your Account(s). To the extent that eligible investments for your Plan include registered investment companies
("Funds") managed by ICMA-RC or an affiliated adviser, ICMA-RC or its affiliates will vote proxies for investments held
by those Funds in accordance with rhe Funds'written proxy voting policy and procedures. In addition, ICMA-RC will
not advise you on legal proceedings,including bankruptcies and class actions,involving investment options.
14. Additional Information and Acknowledgements. Managed Accounts relies on historical performance and
other data all of which have limitations. Past performance of investments is no guarantee of future results. Managed
Accounts depends upon a number of factors,including the information you provide,various assumptions,and estimates,
and other considerations. As a result, the forecast developed, and the analysis and actions taken by ICMA-RC are not
guarantees that you will achieve your retirement goals. You acknowledge that we are basing our actions with respect
to your Account(s) on the information you provide and other information which you furnish to us,and agree that
your Client Profile will be updated by you as necessary. We shall not be liable to you for any misstatement or omission
contained in your Client Profile,or any loss, liability,claim damage or expense whatsoever arising out of or attributable to
such misstatement or omission. Some of the information provided in conjunction with Managed Accounts is provided
by independent third parties and not by ICMA-RC or its IFE.Ibbotson. We do not make any guarantees or warranties,
express or implied,as to the accuracy, timeliness or completeness of such information. You understand and agree that
Managed Accounts does not recommend investments with respect to any individual stocks or bonds,other than shares
or units of eligible investment funds offered through your Plan,and also may not consider all investment alternatives
available under your Plan,either with the understanding of your employer or because either ICMA-RC or lhhotson has
determined that adequate data does not exist for us to appropriately consider such alternatives. You also understand that
we did not select the investment alternatives available to you under your Plan,and our providing Managed Accounts
should not he considered to be our approval or endorsement of the available alternatives. You understand that we provide
advisory services and manage accounts for other participants in your Plan and other plans,and For other investors.
The advisory services, advice or actions we take or provide to such other individuals and entities may differ from those
provided to you. We are not obligated to recommend or disclose to you any investment recommendation or action we
provide or take on behalf of such other individuals or entities.
15. Eligible Participants. Managed Accounts is offered only to persons residing in the United States and nothing herein
shall be construed as an offer of this service in other jurisdictions.
16. Non-Solicitation. No part of Managed Accounts should he construed as an offer to sell or buy the securities
mentioned. It is nor intended to provide legal,accounting or tax advice and should not he relied upon in that regard.
Managed Accounts may recommend mutual funds or separate accounts available under your Plan,some or all of which may
Managed Accounts Investment Advisory Agreement 26 ICMA-R(
• •
be managed by ICMA-RC or an affiliate,or with respect to which ICMA-RC or one of its affiliates receives administrative
or record keeping fees. Prior to investing in any investment alternatives or any other security whether through Managed
Accounts or otherwise,please obtain and read a copy of the current prospectus or other available descriptions of the
investment alternative,which contains more complete information,including sales charges and expenses.
17. Personal Information. The use and storage of any information including,without limitation,your account number,
password,identification, portfolio information, account balances and any other information available on your personal
computer is your sole risk and responsibility. You are responsible for providing and maintaining the communications
and equipment(including personal computers and modems)and telephone or alternative services required for accessing
and utilizing electronic or automated services,and for all communications service fees and charges incurred by you
in accessing these services. You consent to the sharing of personal data about you with any of your employer, Plan,
administrator, record keeper, custodian or other person necessary for us to provide Managed Accounts to you.
18. Agreement to Arbitrate. You acknowledge and agree that any controversy or claim arising our of or relating to this
Agreement or the breach thereof,or relating to ICMA-RC's investment advisory business,as described herein,shall be
submitted to arbitration administered by the American Arbitration Association.Arbitration is final and binding on the
parties and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Arbitration must he commenced by service upon the other party of a written demand for arbitration or a written notice
of intention to arbitrate. By agreeing to this arbitration agreement,you do not waive any rights you may have under any
applicable state and federal securities laws.
In agreeing to arbitration,you understand that:
i. Arbitration is final and binding on the parties
ii. The parties are waiving their right to seek remedies in court, including the right to jury trial
iii. Pre-arbitration discovery is generally more limited than and different from court procedures
iv. The arbitrators award is not required to include factual findings or legal reasoning and any party's right to
appear or to seek modifications of rulings by the arbitrator is strictly limited
v. Where more than one arbitrator is appointed,the panel of arbitrators typically may include a minority of
arbitrators who are or were affiliated with the securities industry
vi. Fees,costs and expenses in connection with an arbitration shall be paid by customer
The arbitration shall be conducted in Washington, DC, pursuant to the Commercial Arbitration Form Rules of the
American Arbitration Association,then in effect,and may occur before a panel of one or three arbitrators in accordance
with the rules of the organization administering the arbitration.
19. Rights Under ERISA and Advisers Act. Nothing in this Agreement should be construed to mean you are
waiving any rights to which you are statutorily qualified under the Employee Retirement Income Security,Act of 1974.
as amended("ERISA") or the Advisers Act. The federal securities laws and ERISA impose liabilities under certain
circumstances on persons who act in good faith; thus,nothing in this Agreement shall in any way constitute a waiver or
limitation on any rights which the undersigned may have under federal securities laws or ERISA.
20. Governing Law. This Agreement shall be governed by the Advisers Act,to the extent applicable,by ERISA,and to the extent
not preempted,by the laws of the State of Delaware,without giving effect to the choice of law provisions contained therein.
21. Contact and Communications. Any notices required or desired to he sent to ICMA-RC may he delivered in person,by
registered or certified U.S.mail,postage paid.return receipt requested,overnight courier or confirmed facsimile to Legal
Department.ICMA Retirement Corporation,777 North Capitol Street, N.E.,Suite 600,Washington,D.C.,20002-4240.
Managed Accounts Investment Advisory Agreement 27 ICMA-RC
• S
You understand and agree that,for our mutual protection,we may monitor any or all your communications with us,including
keeping copies of all written correspondence and e-mails. Any notices or materials required or desired to be sent to you shall be
sent to the address provided in your Client Profile until such time as you submit an amended address in your Client Profile.
22. Extraordinary Events. We shall not be liable for loss caused directly or indirectly by government restrictions,
exchange or market rulings,suspension of trading,war,strikes or other conditions beyond our control. We shall not he
responsible for damages caused by equipment failure,communications line failure, unauthorized access,theft,systems
failure,and other occurrences beyond our control.
23. Additional Provisions. You agree not to assign this agreement,and we agree not to assign this Agreement (within the
meaning of the Advisers Act)without your consent. If any provision or condition of this Agreement shall be held to be
invalid or unenforceable by any court or regulatory or self-regulatory agency or body,such invalidity or unenforceabiliry
shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition
were not contained herein.
24. Part II of ADV. Part II of ICMA-RC's Form ADV("Brochure"),a portion of ICMA-RC's SEC adviser registration
statement,contains additional information about ICMA-RC and our advisory services and is available on our website at
www.icmarc.org or by contacting an ICMA-RC Investor Services Representative at 1-800-669-7400. By entering into
this Agreement,you represent that you have received and reviewed a copy of the Brochure.
25. Privacy.
Protection of Nonpublic Personal Information. ICMA-RC is subject to various privacy requirements for the
protection of its clients under the Gramm-Leach-Bliley Act("GLBA") and regulations promulgated pursuant to GLBA.
Definition of Nonpublic Personal Information. Nonpublic personal information of customers or consumers
("NPI") includes,but is not limited to, names,addresses,account balances,account numbers,account activity, Social
Security numbers,taxpayer identification numbers,and sensitive,financial and health information. NPI includes
information on our forms or in a database of any kind, information created by us.information collected by or on behalf
of us and personally identifiable information derived from NPI.
Disclosure and Use of NPI. All NPI that ICMA-RC obtains as a result of offering these services to you shall not
he used,disclosed,reused,or redisclosed to any unaffiliated third party,except to carry out the purposes for which the
information was disclosed.
ICMA-RC shall be permitted to disclose relevant aspects of the NPI to its officers,agents,subcontractors, independent
financial expert and employees only to the extent that such disclosure is reasonably necessary for the performance of its
duties and obligations under the Agreement.
The obligations of this Section shall not restrict any disclosure by ICMA-RC pursuant to any applicable state or federal
laws or regulations,or by request or order of any court or government agency.
•
Security of NPI. ICMA-RC further agrees that it has established and maintains policies and procedures designed to
ensure the confidentiality and security of NPI. This shall include procedures to protect against anticipated threats or
hazards to the security or integrity of the information and unauthorized access to or use of the information.
You hereby verify that by signing this Agreement you have read and understand; I.) The advisory fees explained in
Section 7.Advisory Fee;2.)ICMA-RC's Brochure(Form ADV Part II)further describing Managed Accounts;and
3.) This Agreement. Further, by your signature,you agree to all the terms and conditions stated in this Agreement.
Managed Accounts Investment Advisory Agreement 28 ICMA-RC
• •
A confirmation package will be generated following receipt in good order of all necessary documentation. This package
will confirm your Client Portfolio information, and it will provide the results of your Wealth Forecast and the investment
advice pertaining to it.
The parties certify that they have caused this Agreement to be executed by an authorized signatory in the manner and as
of the date described below.
DAvz) C I de /0-1 /21
Client Name(Printed) Date
oWeinpavil
Client Signature
( T1 of- 5c4L 80AC4
Name of Edployer
Please select which account-/s you would like to implement the Managed Accounts advisory services by checking the
appropriate line/s:
X457 Plan Account
401(a) Plan Account
Both 457 and 401(a) Plan Accounts
IRA Account
All accounts maintained at ICMA-RC, including any and all 457 and 401(a) Plan accounts as well as any
and all IRA accounts currently maintained by ICMA-RC.
ICMA-RC Date
Managed Accounts Investment Advisory Agreement 29 ICMA-RC
• •
OMB APPROVAL
OMB Number: 3235-0049
FORM ADV Uniform A lication for Investment Adviser Re istration Expires: January eburd 2008
Application 9 Estimated average burden
Part II - Page 1 hours per response 9402
Name of Investment Adviser:
International City Management Association Retirement Corporation(`9CMA-RC")
Address: (Number and Street) (City) (State) (Zip Code) Area Code: Telephone Number:
777 North Capitol Street,N.W. Washington DC 20002 (202) 962-4600
This part of Form ADV gives information about the investment adviser and its business for the use of clients.
The information has not been approved or verified by any governmental authority.
Table of Contents
Item Number Item Pate
I Advisory Services and Fees 2
2 Types of Clients 2
3 Types of Investments 3
4 Methods of Analysis,Sources of Information,and Investment Strategies 3
5 Education and Business Standards 4
6 Education and Business Background 4
7 Other Business Activities 4
8 Other Financial Industry Activities or Affiliations 4
9 Participation or Interest in Client Transactions 5
10 Conditions for Managing Accounts 5
11 Review of Accounts 5
12 Investment or Brokerage Discretion 6
13 Additional Compensation 6
•
14 Balance Sheet 6
Continuation Sheet Schedule F
Balance Sheet,if required Schedule G
(Schedules A,B,C,D,and E are included with Part I of this Form,for the use of regulatory bodies,and are not distributed to clients.)
Potential persons who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB control number.
• •
FORM ADV Applicant: SEC File Number: Date:
ICMA-RC
Part II - Page 2 801-18273 07/28/06
1. A. Advisory Services and Fees. (check the applicable boxes) For each type of service provided,state the approximate%of total
advisory billings from that service.
(See instruction below.)
Applicant:
® (1) Provides investment supervisory services 99%
❑ (2) Manages investment advisory accounts not involving investment supervisory services
® (3) Furnishes investment advice through consultations not included in either service described above 1%
❑ (4) Issues periodicals about securities by subscription.
❑ (5) Issues special reports about securities not included in any services described above
❑ (6) Issues,not as part of any service described above,any charts,graphs,formulas,or other devices which
clients may use to evaluate securities /0
❑ (7) On more than an occasional basis,furnishes advice to clients on matters not involving securities.......
❑ (8) Provides a timing service
❑ (9) Furnishes advice about securities in any manner not described above —%
(Percentages should be based on applicant's last fiscal year. If applicant has not completed its first fiscal year,provide
estimates of advisory billings for that year and state that the percentages are estimates.)
Yes No
B. Does applicant call any of the services it checked above financial planning or some similar term? ® ❑
C. Applicant offers investment advisory services for:(check all that apply)
® (1) A percentage of assets under management ❑ (4) Subscription fees
❑ (2) Hourly charges ❑ (5) Commissions
® (3) Fixed fees(not including subscription fees) ❑ (6) Other
D. For each checked box in A above,describe on Schedule F:
• the services provided,including the name of any publication or report issued by the adviser on a
subscription basis or for a fee
• applicant's basic fee schedule,how fees are charged and whether its fees are negotiable
• when compensation is payable,and if compensation is payable before service is provided,how a client
may get a refund or may terminate an investment advisory contract before its expiration date
2. Types of Clients--Applicant generally provides investment advice to:(check those that apply)
® A. Individuals ® E. Trusts,estates,or charitable organizations
❑ B. Banks or thrift institutions ❑ F. Corporations or business entities other than those listed above
❑ C. Investment companies ❑ G. Other(describe on Schedule F)
® D. Pension and profit sharing plans
Answer all items. Complete amended pages in full,circle amended items and file with execution page(page 1).
• •
FORM ADV Applicant: SEC File Number: Date:
ICMA-RC
Part II - Page 3 801-18273 07/28/06
3. Types of Investments. Applicant offers advice on the following:(check those that apply)
A. Equity Securities ❑ li. United States government securities
❑ (1) exchange-listed securities I. Options contracts on:
❑ (2) securities traded over-the-counter ❑ (1) securities
❑ (3) foreign issuers ❑ (2) commodities
❑ B. Warrants
❑ C. Corporate debt securities J. Futures contracts on:
(other than commercial paper) ❑ (1) tangibles
❑ (2) intangibles
❑ D. Commercial paper K.Interests in partnerships investing in:
❑ (1) real estate
❑ E. Certificates of deposit ❑ (2) oil and gas interests
❑ (3) other(explain on Schedule F)
❑ F. Municipal securities ® L. Other(explain on Schedule F)
G. Investment company securities:
❑ (1) variable life insurance
❑ (2) variable annuities
® (3) mutual fund shares
4. Methods of Analysis,Sources of Information,and Investment Strategies.
A. Applicant's security analysis methods include:(check those that apply)
(1) ❑ Charting (4) ❑ Cyclical
(2) ® Fundamental (5) ® Other(explain on Schedule F)
(3) ® Technical
B. The main sources of information applicant uses include:(check those that apply)
(1) ® Financial newspapers and magazines (5) ❑ Timing services
(2) ❑ Inspections of corporate activities (6) N Annual reports,prospectuses,filings with the Securities and
Exchange Commission
(3) IN Research materials prepared by others (7) N Company press releases
(4) N Corporate rating services (8) ® Other(explain on Schedule F)
C. The investment strategies used to implement any investment advice given to clients include:(check those that apply)
(1) IN Long term purchases(securities held at least a year) (5) ❑ Margin transactions
(2) ® Short term purchases(securities sold within a year) (6) ❑ Option writing,including covered options,uncovered options or
spreading strategies
(3) ❑ Trading(securities sold within 30 days) (7) N Other(explain on Schedule F)
(4) ❑ Short sales
Answer all items. Complete amended pages in full,circle amended items and file with execution page(page 1).
•
FORM ADV Applicant: SEC File Number: Date:
ICMA-RC
Part II - Page 4 801-18273 07/28/06
5. Education and Business Standards.
Are there any general standards of education or business experience that applicant requires in deter- Yes No
mining or giving investment advice to clients? ® ❑
(If yes,describe these standards on Schedule F.)
6. Education and Business Background.
For:
• each member of the investment committee or group that determines general investment advice to be given to clients,or
• if the applicant has no investment committee or group,each individual who determines general investment advice given to clients(if more than
five,respond only for their supervisors)
• each principal executive officer of applicant or each person with similar status or performing similar functions.
On Schedule F,give the:
• name • formal education after high school
• year of birth • business background for the preceding five years
7. Other Business Activities.(check those that apply)
® A. Applicant is actively engaged in a business other than giving investment advice.
® B. Applicant sells products or services other than investment advice to clients.
® C. The principal business of applicant or its principal executive officers involves something other than providing investment advice.
(For each checked box describe the other activities,including the time spent on them,on Schedule F.)
8. Other Financial Industry Activities or Affiliations.(check those that apply)
❑ A. Applicant is registered(or has an application pending)as a securities broker-dealer.
❑ B. Applicant is registered(or has an application pending)as a futures commission merchant,commodity pool operator or commodity
trading adviser.
C. Applicant has arrangements that are material to its advisory business or its clients with a related person who is a:
(1) broker-dealer ❑ (7) accounting firm
(2) investment company ❑ (8) law firm
(3) other investment adviser ❑ (9) insurance company or agency
❑ (4) financial planning firm ❑ (10) pension consultant
❑ (5) commodity pool operator,commodity trading ❑ (1.1) real estate broker or dealer
adviser or futures commission merchant
® (6) banking or thrift institution ❑ (12) entity that creates or packages limited partnerships
(For each checked box,on Schedule F identify the related person and describe the relationship and the arrangements.)
D. Is applicant or a related person a general partner in any partnership in which clients are solicited to Yes No
invests ❑
(If yes,describe on Schedule F the partnerships and what they invest in.)
Answer all items. Complete amended pages in full,circle amended items and file with execution page(page 1).
• •
FORM ADV Applicant: SEC File Number: Date:
Part II - Page 5 ICMA-RC 801-18273 07/28/06
9. Participation or Interest in Client Transactions.
Applicant or a related person:(check those that apply)
❑ A. As principal,buys securities for itself from or sells securities it owns to any client.
❑ B. As broker or agent effects securities transactions for compensation for any client.
❑ C. As broker or agent for any person other than a client effects transactions in which client securities are sold to or
bought from a brokerage customer.
® D. Recommends to clients that they buy or sell securities or investment products in which the applicant or a related
person has some financial interest.
® E. Buys or sells for itself securities that it also recommends to clients.
(For each box checked,describe on Schedule F when the applicant or a related person engages in these transactions and what
restrictions,internal procedures,or disclosures are used for conflicts of interest in those transactions.)
10. Conditions for Managing Accounts. Does the applicant provide investment supervisory services,manage investment advisory accounts or hold
itself out as providing financial planning or some similarly termed services and impose a minimum dollar value of assets or other conditions for
starting or maintaining an account? Yes No
(If yes,describe on Schedule F)
11. Review of Accounts. If applicant provides investment supervisory services,manages investment advisory accounts,or holds itself out as providing
financial planning or some similar termed services:
A. Describe below the reviews and reviewers of the accounts. For reviews,include their frequency,different levels,and triggering factors. For
reviewers,include the number of reviewers,their titles and functions,instructions they receive from applicant on performing reviews,and
number of accounts assigned each.
See Schedule F, attached.
B. Describe below the nature and frequency of regular reports to clients on their accounts.
See Schedule F, attached.
Answer all items. Complete amended pages in full,circle amended items and file with execution page(page 1).
• •
FORM ADV Applicant: SEC File Number: Date:
ICMA-RC
Part II - Page 6 801-18273 07/28/06
12. Investment or Brokerage Discretion.
A. Does applicant or any related person have authority to determine,without obtaining specific client consent,the:
Yes No
(1) securities to be bought or sold? ® ❑
Yes No
(2) amount of the securities to be bought or sold? ® ❑
Yes No
(3) broker or dealer to be used? N ❑
Yes No
(4) commission rates paid? ® ❑
Yes No
B. Does applicant or a related person suggest brokers to clients? ® ❑
For each yes answer to A describe on Schedule F any limitations on the authority. For each yes toA(3),A(4)or B,describe on Schedule F the
factors considered in selecting brokers and determining the reasonableness of their commissions. If the value of products,research and
services given to the applicant or a related person is a factor,describe:
• the products,research and services
• whether clients may pay commissions higher than those obtainable from other brokers in return for those products and services
• whether research is used to service all of applicant's accounts or just those accounts paying for it;and
• any procedures the applicant used during the last fiscal year to direct client transactions to a particular broker in return for products and
research services received.
13. Additional Compensation.
Does the applicant or a related person have any arrangements,oral or in writing,where it:
A. is paid cash by or receives some economic benefit(including commissions,equipment or non-research Yes No
services)from a non-client in connection with giving advice to clients? N ❑
Yes No
B. directly or indirectly compensates any person for client referrals? N ❑
(For each yes,describe the arrangements on Schedule F.)
14. Balance Sheet Applicant must provide a balance sheet for the most recent fiscal year on Schedule G if applicant:
• has custody of client funds or securities(unless applicant is registered or registering only with the Securities and Exchange Commission);or
• requires prepayment of more than$500 in fees per client and 6 or more months in advance
Yes No
Has applicant provided a Schedule G balance sheet? ❑ N
DCDBO 1 20814533.1 27-.1u1-06 17:44
Answer all items. Complete amended pages in full,circle amended items and file with execution page(page I).
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident_No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
INTRODUCTION
International City Management Association Retirement Corporation ("ICMA-RC")
is a not-for-profit organization established in 1972 to assist state and local
governments and their agencies and instrumentalities ("Public Employers") in the
establishment and maintenance of deferred compensation and qualified retirement
plans ("Plans") for their public sector employees ("Participants"). The Plans are
established and maintained in accordance with either Section 457 or 401 of the
Internal Revenue Code of 1986, as amended. ICMA-RC offers a full range of
retirement plan administration services to Public Employers. These include, but are
not necessarily limited to, plan recordkeeping, tax reporting, and disbursement
services offered directly by ICMA-RC, asset pooling and custody effected through
the VantageTrust ("Trust"), investment advice furnished by ICMA-RC to the
Trust's portfolios, asset allocation of mutual funds and other pooled investments
through Guided Pathways and financial planning through VantagePlanning.
1.A.(1) ADVISORY SERVICES
VantageTrust
ICMA-RC serves as investment adviser to the VantageTrust Company ("VTC"),
which sponsors and maintains the group Trust established for the commingled
investment of assets of Public Employers' Plans. The Trust is exempt from
investment company registration under Section 3(c)(11) of the Investment
Company Act of 1940, as amended ("Company Act"). The Trust offers Public
Employers three different sets of investment portfolios which include:
1) VantageTrust PLUS Fund ("PLUS Fund"), a stable value fund managed
directly by ICMA-RC consisting of guaranteed investment contracts ("GICs") and
fixed-income securities wrapped by insurance contracts; 2) VantageTrust Total
Return Funds, each of which invests in a series of The Vantagepoint Funds
("Fund"), a Delaware trust and registered open-end investment company consisting
of 27 series advised by Vantagepoint Investment Advisers, LLC ("VIA"), a wholly-
owned subsidiary of ICMA-RC; and 3) VantageTrust Trust Series, each of which
invests in third-party sponsored mutual funds. ICMA-RC advises as to the
investment objectives of each of the portfolios offered by the Trust, assists the Trust
in the selection of each underlying third-party mutual fund and continually
monitors each fund's performance and operations. With the exception of the PLUS
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 1 of 27
•
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part H ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
1.A.(1) (cont.) Fund, day-to-day investment management of each of the other underlying funds is
provided by unaffiliated subadvisers. This disclosure does not constitute an offer of
the Trust, its underlying portfolios or the Fund, offers of which are made only
pursuant to Trust offering documents or the Fund prospectus, as applicable.
ICMA-RC performs its obligations to the Trust pursuant to an investment
management contract terminable without penalty by either party on 60 days notice
and non-assignable by ICMA-RC without the consent of the Trust. Pursuant to the
contract, ICMA-RC also provides the Trust with office space, executive and other
personnel, facilities and administrative services, and supervises its daily business
affairs, all subject to the supervision of the Trust's Board of Trustees.
Guided Pathways
Guided Pathways is a platform for the delivery of a suite of services which
includes discretionary and nondiscretionary mutual fund asset allocation investment
advice for Participants of Public Employer Plans, including any related IRA
accounts. Services include: (1) Managed Accounts — discretionary, on-going
investment management for asset allocation among mutual funds and other pooled
investment vehicles available within a Participant's Plan; (2) Guidance —
nondiscretionary, point-in-time, asset allocation recommendations for Participants
looking for assistance in selecting retirement plan investments at the asset class
level such as large-cap, small cap or international equities; and (3) Advice —
nondiscretionary, point-in-time, individualized investment advice to Participants
looking for help in selecting specific available Plan investments at the fund level.
Services are delivered via a combination of online, in-person, direct mail, and
telephone media. The advisory services that are delivered and/or facilitated by
individuals will be performed by ICMA-RC Associates with NASD Series 6 and
Series 65 Licenses. Advisory services are provided pursuant to the Investment
Advisory Service Agreement ("Agreement"), a written advisory agreement between
ICMA-RC and each Participant which incorporates Participant-specific investment
objectives. Management agreements may be terminated by either party at any time
as specified in the Agreement.
As part of Guided Pathways, ICMA-RC has entered into a contract with Ibbotson
Associates, Inc. ("Ibbotson"), a subsidiary of Morningstar Associates, under which
Ibbotson serves as the Independent Financial Expert ("IFE') as that term is used in
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 2 of 27
S •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
1.A.(1) (cont.) the Department of Labor's SunAmerica Advisory Opinion. In its role as IFE,
Ibbotson provides ICMA-RC advice about mutual fund asset allocation models,
which include mutual funds from The Vantagepoint Funds advised by VIA, an
ICMA-RC-affiliated adviser. Ibbotson uses the mutual funds or private funds
included in a Public Employer's Plan to populate model portfolios designed for
Participants at various risk exposure levels. For Participants who select Managed
Accounts' discretionary management, ICMA-RC determines which model
portfolio is most appropriate based on the Participants' financial situation, time
horizon, risk/reward profile and other characteristics relevant to potential
Participant investments. For those opting for the nondiscretionary Advice, the
service suggests appropriate portfolios, but Participants choose their own asset mix
based on the suggested models.
Brokerage account windows are not included in the model portfolios constructed by
Ibbotson for ICMA-RC's Managed Accounts, Guidance or Advice. However,
both ICMA-RC and the IFE take assets in any such window account into
consideration when making risk/reward analyses for portfolio investment.
VantagePlanning
ICMA-RC offers VantagePlanning, retirement and financial planning services
provided by qualified ICMA-RC Associates. These Associates conduct retirement
and financial planning sessions with individual 457/401(a) Plan Participants. These
sessions include a discussion and guidance on various financial planning topics. In
addition, individualized financial plans may be prepared based on information
provided by Participants. ICMA-RC Associates may also serve as facilitators to
direct Participants to ICMA-RC products and services. The ICMA-RC Associates
hold the Series 65 license and are registered as Investment Adviser Representatives
("IAR's") where applicable. VantagePlanning offers two levels of planning
services — Deluxe and Premium. Deluxe assists Participants planning now for
future retirement, while Premium is intended for those approaching retirement who
need to make critical financial decisions about how best to plan for retirement.
•
Separate Accounts with a Stable Value Option
ICMA-RC may also, from time to time, provide separate account management for a
portion of the assets of certain Plans which offer as an investment option a stable
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 3 of 27 •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Font ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
I.A.(1) (cont.) value fund. Given that transfers of such assets may take substantial time to
effectuate, assets to be transferred from an external stable value fund to the PLUS
Fund may require interim investment management services. ICMA-RC will, if
requested by a Plan, assist clients in the creation of a stable value separate account
consisting primarily of the fixed income securities transferred by the client from the
former stable value fund.
Creation of such separate accounts may include selecting the trustee and/or
custodian for the accounts which ICMA-RC may, with written client authorization,
hire as agent on behalf of any Plan. These separate accounts will include an
insurance wrapper from an unaffiliated, internationally recognized insurance
company. In addition, ICMA-RC may, on a discretionary basis, hire a subadviser
to exercise day-to-day investment discretion over the assets in the separate account
until such time as the assets may be invested in the PLUS Fund.
As transferred securities mature or reach their book value, the subadviser will
instruct the custodian to liquidate any such assets and invest the proceeds in the
PLUS Fund. Net daily cash flow into or out of the separate account will be made
into or out of the PLUS Fund. Once all of the assets have been liquidated, the
separate account will be closed. At which time, all assets of the separate account
will be comprised entirely of holdings in the PLUS Fund, the subadvisory
relationship with the account will terminate, and ICMA-RC will cease charging
advisory or subadvisory fees in relation to the separate account other than the
advisory fees embedded in the PLUS Fund. In the event that the client terminates
the separate account agreement prior to all assets becoming eligible for transfer to
the PLUS Fund, responsibility for managing any remaining securities held in the
separate account will revert to the client.
1.D. ADVISORY FEE SCHEDULES
ICMA-RC believes its fees for advisory services are reasonable in light of the type
of services provided. However, lower fees for comparable services may be
available from other sources. None of the fees charged by ICMA-RC, including
Guided Pathways Fees, are based on a share of capital gains or capital
appreciation of funds of any Fund or Participant account.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 4 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empi.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
1.D. (cont.) Public Employer Advisory Service Fees
ICMA-RC may provide Public Employers who seek investment advisory services
without Plan administration, customized investment services that consist of strategy
planning, portfolio management, portfolio monitoring and performance
measurement pursuant to written contracts. Fees for such services depend upon the
number and extent of services provided to each such Public Employer, which shall
not exceed a maximum of 0.45%of assets under management. Fees are negotiable.
VantageTrust Fees
Trust fees paid to ICMA-RC are described in more detail in "Making Sound
Investment Decisions: A Retirement Investment Guide" ("RIG"). There are
currently three versions of the RIG and the fee schedules set forth in each vary
based on qualifying Plan characteristics such as average account balances or other
features that afford certain economies of scale or other cost savings with respect to
servicing of their accounts. Copies of a relevant version are delivered annually to
all Trust investors. Trust advisory fees are paid monthly and computed on the
average daily net asset value of each Series. Each Series' annual management fee
will be prorated for any month during which the investment advisory agreement is
in effect for only a portion of the month.
Trust investors who select portfolios with underlying series of The Vantagepoint
Funds or third party mutual funds also pay advisory fees to subadvisers, including
ICMA-RC's advisory affiliate, VIA. These advisory and subadvisory fees, as well
as custodial and operating expenses, are included in the expense ratios in the
underlying mutual fund. The expenses of mutual funds that serve as the underlying
portfolios of certain Trust portfolios are described in more detail in the relevant
RIG. Additional information about any underlying mutual fund is available in the
prospectus of each fund.
Guided Pathways Fees
Participants who enroll in Managed Accounts are assessed an asset based fee that
is charged on a monthly basis based on the month-end average daily account
balance in Managed Accounts. Managed Accounts fees are calculated as a
percentage of the account value and applied to the account as a fixed dollar amount.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 5 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.ldent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
1.D. (cont.) The standard Managed Accounts Fee Schedule is presented below and is also
detailed in the Agreement. The Schedule applies separately to each account the
Participant elects to enroll in Managed Accounts (e.g., a 401(a) account and a 457
account).
Account Balance Annual Fee
First $25,000 0.60%
Next $25,000 0.55%
Next $50,000 0.45%
Next $150,000 0.35%
Over $250,000 0.25%
The Managed Accounts Fee will be deducted pro-rata against all investments in any
account included in Managed Accounts. If participation in Managed Accounts
terminates before the end of the month, the fee will be prorated based on the
number of days the account was managed during the calendar month, unless
ICMA-RC chooses to waive the fee for that period.
Guided Pathways' Advice is provided to Participants for a fixed annual fee of$20
although Participants who are part of the Premier program may access Advice for
free. There are no advisory fees for Participants using Guidance.
None of the Guided Pathways' fees described above include any fees related to
investments made in any selected mutual fund or other pooled investment vehicle
which may include, for example, fund advisory fees, expenses, brokerage and
redemption charges. All such fees are disclosed in the prospectuses or offering
documents of the underlying funds which are available upon request to Participants
in the Guided Pathways program. VIA, ICMA-RC's affiliated adviser, receives
advisory fees with respect to any investments Participants make in The
Vantagepoint Funds through Guided Pathways.
VantagePlanning
The maximum fees for VantagePlanning are $200 per year for Deluxe or$480 per
year for Premium. Fees for these services are based on the assets under
consideration and may be discounted or waived based on certain qualifying
characteristics of the Participant, such as achieving a certain qualifying account
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 6 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
LD. (cont.) balance level or being an ICMA-RC account member for a certain number of years.
Separate Accounts for Plans with Stable Value Option
Separate accounts managed by ICMA-RC for certain Plans which offer a stable
value fund account option are charged fees which may include: advisory fees, sub-
advisory fees, custody fees and insurance wrapper fees based on a percentage of
certain assets in the private account. The chart below sets forth the maximum fees,
which may be subject to negotiation depending upon account size, complexity or
other relevant factors. The above-described fees relate only to the portion of the
private account assets which are not yet invested in the PLUS Fund. In addition,
the Plan may also be subject to administration fees as more fully described in Item
7, below, which also apply to assets in the separate account. Assets which have
been invested in the PLUS Fund are subject to the fees and expenses embedded in
the PLUS Fund itself, but are not subject to the private account management fees.
Adviser: 0.10%
Subadviser: 0.05%
Custody: 0.03%
Insurance Wrapper: 0.08%
Maximum Total: 0.26% (excluding Administrative fees)
3.L. TYPES OF INVESTMENTS
In addition to providing advice on mutual fund shares, ICMA-RC provides advice
to the PLUS Fund on GICs, unsecured obligations of an institution to pay principal
and interest for the period specified in the contract. Assurance of principal and
interest payment is based solely on the financial strength of the issuing institution.
Similarly, ICMA-RC provides advice to the PLUS Fund on wrapped synthetic
contracts, a marketable fixed income portfolio with a third-party guarantee on the
book value of the portfolio (wrap agreement), and separate account synthetic
portfolios, composed of marketable fixed income securities that are held in an
insurance company separate account controlled by the issuer, to eliminate or reduce
the counterparty risk present in GICs. GICs are not negotiable instruments and
there is no liquid secondary market for them. GICs could have a fixed maturity or a
constant duration. ICMA-RC also provides separate account management for
certain Plans as described in Item 1, above. In such arrangements, assets advised
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 7 of 27
S
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
by ICMA-RC generally consist of GICs and synthetic contracts as described above,
but are owned directly by the Plans as opposed to being held through VantageTrust.
4.A.(5) METHODS OF SECURITIES ANALYSIS
For the PLUS Fund, ICMA-RC's Investment Division staff select financial
institutions which issue GICs, separate account contracts and wrapped synthetic
contracts for investment. In selecting particular contracts, the Investment Division
staff considers terms of available contracts, many of which are not standard, but
vary from carrier to carrier, and competitive availabilities at the time funds are
available for placement. With respect to all other VantageTrust portfolios, security
selection is performed by subadvisers or managers of the underlying mutual funds.
In making investment recommendations under Guided Pathways, ICMA-RC relies
on model portfolios constructed by Ibbotson based upon the funds offered through a
Public Employer's Plan or through funds available to a Plan Participant's IRA.
Ibbotson builds long-term asset-level portfolios at a variety of risk or complexity
levels for the Plan; then selects and determines the appropriate weights for the
investment options that best track each of the asset-level portfolios; and finally,
monitors the investment options selected, along with the asset-level portfolios, over
time to make sure they remain appropriate and to make adjustments and re-
allocations to the portfolios if necessary. ICMA-RC uses this information to make
Participant portfolio or asset allocation recommendations based on information
supplied by Participants regarding their own investment characteristics.
•
4.13.(8) MAIN SOURCES OF INFORMATION
In researching GICs, separate accounts and wrapped synthetic contracts, ICMA-
RC's Investment Division staff studies available literature, including public reports
of the companies and secondary analytical sources, such as rating services and the
trade press. It also seeks and obtains supplementary information and explanatory
material from the issuers themselves. For Guided Pathways, ICMA-RC also relies
on research and models generated by its IFE, Ibbotson.
4.C.(7) INVESTMENT STRATEGIES
Selection of mutual funds for the Trust Series is performed by ICMA-RC's
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 8 of 27
•
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
Investment Division staff, subject to approval by the Board of Directors of
VantageTrust Company, which governs the operations of the Trust. Among other
things, factors such as appropriateness for retirement investing, how the fund
complements other Trust funds, past performance, investment style and strategy,
and the individual manager are all considered in the selection process. Information
on investment strategies for Trust portfolios can be found in the prospectuses of the
underlying mutual funds.
Guided Pathways starts with the construction of asset class portfolios at different
risk levels, ranging from very conservative to very aggressive. Generally speaking,
seven different risk levels for each Public Employer's Plan will be designed by
Ibbotson. After the asset-level portfolios are created for a Plan, Ibbotson will select
investment options from a Plan's fund menu to construct fund-specific portfolios
for that Plan. Fund-specific portfolios will provide Participants with a pre-
determined solution to implement their asset allocation policy. The objective of
investment option selection is to identify the most appropriate options available to
implement the asset allocation policy. ICMA-RC matches these fund-specific
portfolios to the investment characteristics of specific Plan Participants in order to
render discretionary (i.e., Managed Accounts) and/or nondiscretionary advice (i.e.,
Advice) on Participant-specific investment portfolios.
5. EDUCATION AND BUSINESS STANDARDS
ICMA-RC's general standard of education and business background required of
persons employed by it in professional and/or management positions is completion
of a college education. ICMA-RC Associates providing portfolio management
and/or advice facilitation services hold Series 65 licenses. ICMA-RC Associates
providing VantagePlanning services generally have also attained the designation
of Certified Financial Planner("CFP").
6. EDUCATION AND BUSINESS BACKGROUND
Principal Executives
Joan W. McCallen, President and Chief Executive Officer(born 1952)
Education: BS and Master of Science, University of Manitoba(Canada).
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 9 of 27
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
6. (cont.) Business Background/Licenses: President and CEO, ICMA-RC 08/03 to present;
Executive Vice President and COO, ICMA-RC, 01/97 to 08/03; Management,
Great-West Life, 09/75-01/97; NASD Series 6, 26, 63 registered.
Jim Rohrbacher, Senior Vice President and Chief Compliance Officer(born 1957)
Education: BS, Lynchburg College.
Business Background/Licenses: Senior Vice President and CCO, 9/2004 to present;
Director of Compliance and Internal Audit, Frank Russell Company, 6/1996 to
8/2004. NASD Series 7, 24, 63 registered.
Gerard Maus, Senior Vice President and Chief Financial Officer(born 1951)
Education: BA, Rutgers University.
Business Background/Licenses: Chief Financial Officer 11/2004 to present; Chief
Financial Officer, Schwab Soundview Capital 01/04-11/04; Chief Financial
Officer/Chief Administration Officer, Soundview Technology Group, Inc. 11/02 —
01/04; Partner/Chief Financial Officer, Advanced Technology Ventures, 03/01 -
01/02. NASD Series 6, 26, 63 registered.
Paul Gallagher, Senior Vice President, Secretary and General Counsel (born 1959)
Education: J.D. The Pennsylvania State University, Dickinson School of Law; BA,
The Pennsylvania State University.
Business Background: Senior Vice President and General Counsel, ICMA-RC 1998
to present. Principal, Assistant General Counsel and various previous titles, The
Vanguard Group, Inc. 1985-1998.
Wayne Wicker, Senior Vice President and Chief Investment Officer(born 1957)
Education: MBA, Finance and Investments, Michigan State University; BA,
University of Washington School of Business Administration and the School of
Communication and Journalism.
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 10 of 27
• •
•
Schedule F of Applicant: SEC File Number: Date:
•
Form ADV
Continuation Sheet for Form ADV Part ll ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item I A of Part I of Form ADV: IRS Empl.(dent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
6. (cont.) Business Background/Licenses: Senior Vice President and Chief Investment
Officer, ICMA-RC, 09/04 to present; Management Director and Senior Portfolio
Manager with Cadence Capital Management 12/97 to 02/03; various senior
investment positions with Howard Hughes Medical Institute, Target Corporation
and American Express Financial Services 1984- 1997. Chartered Financial Analyst.
Kristine Heurich, Senior Vice President, Client Services (born 1956)
Education: BS, Mt. St. Mary's University, Emmitsburg, MD.
Business Background: Senior Vice President, ICMA-RC 3/2006 to present.
Managing Vice President, Client Services, ICMA-RC 11/2003 — 3/2006; Vice
President, Operations, ICMA-RC 8/1996 — 11/2003; NASD Series 6, 63, 26
registered; CPA.
Investment Advisory Personnel
Wayne Wicker, see above for details.
Julie H. Dellinger, Managing Vice President, Investments (born 1953)
Education: MBA Finance Investments, George Washington University; BA,
Economics, Duke University
Business Background/Licenses: Acting Chief Investment Officer, ICMA-RC,
11/03-9/04; Managing Vice President, Investments, ICMA-RC, 10/98-11/03;
Executive Director, Montgomery Cty. Board of Investment Trustees, 05/90-10/98.
Chartered Financial Analyst; NASD Series 6, 26, 63 registered.
Robert Morales, Managing Director, Retirement Services (born 1968)
Education: BA, Finance, California State University San Bernardino.
Business Background/Licenses: Managing Director, Retirement Services, ICMA-
RC, 1/2004 — present; President, Strategic Wealth Management Ins., 09/2000 -
1212003. Certified Financial Planner;NASD Series 6, 63, 65 and 26 registered.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page I I of27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ideal No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
6. (cont.) Daryl Dennis, Vice-President, Fixed Income Group (born 1958)
Education: BS, Engineering, US Military Academy; MBA, Finance, Marymount
University.
Business Background: Vice President, Fixed Income Group, ICMA-RC, 2001 —
present; Senior Portfolio Strategist, Domestic Fixed Income Group, SEI
Investments, 2000 — 2001; Managing Director, The Atlantis Group, Inc., 1996 —
2000; President and Chief Investment Officer, Wedgewood Capital Management,
Inc., 1989 — 1996; Senior Portfolio Manager, First American Bank, NA, 1987 —
1989; Portfolio Manager, GEICO Corporation, 1985 — 1987.
Gerald Backenstoe, Vice-President, Investor Services (born 1962)
Education: BA, Political Science, Dennison University.
Business Background: Vice President, ICMA-RC 2002 —present; various positions
at ICMA-RC since 1987; NASD Series 6, 63, 65 and 26 registered.
7.A., B. & C. OTHER BUSINESS ACTIVITIES
As noted in the Introduction above, ICMA-RC offers a full range of retirement plan
administration services to Public Employers and Participants, including plan
recordkeeping, tax reporting, and disbursement services. ICMA-RC plan
administration charges include an annual account maintenance fee in a fixed dollar
amount and a plan administration fee of up to 0.55% of daily average assets
invested in the Trust and paid out of Trust assets. These fees are negotiable.
8.C. OTHER FINANCIAL INDUSTRY AFFILIATIONS
(1) Broker-Dealer
ICMA-RC Services, LLC ("RC Services"), a wholly-owned subsidiary of ICMA-
RC, is a registered broker-dealer and a member of the NASD which serves as the
principal underwriter for The Vantagepoint Funds ("Fund"). RC Services does not
charge separately for its services and does not execute any portfolio brokerage for
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 12 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
8.C. (cont.) any portfolio or private client account managed by ICMA-RC. Costs of'
RC Services, which primarily include licensing fees for registered representatives,
are reimbursed by entities that benefit from its activities, including ICMA-RC and
its subsidiaries, Vantagepoint Investment Advisors, LLC (investment adviser to the
Fund) and Vantagepoint Transfer Agents, LLC (administrator to the Fund).
(2) Investment Companies
ICMA-RC furnishes investment advice to the Trust and is affiliated with the Fund
(see Item 1.A. above for more information on the Trust and the Fund). Additional
portfolios may be added to the Trust or the Fund in the future.
(3)• Investment Adviser
As discussed in Item 1.A. above, Vantagepoint Investment Advisers, LLC is a
wholly-owned ICMA-RC-affiliated registered investment adviser which provides
investment advice to the Fund. ICMA-RC has business and financial arrangements
with VIA and other affiliated companies, which relate, to accounting, finance,
compliance, operations, allocation and payment of expenses and fund transfers
between and among the affiliates.
(9) Trust Company
ICMA-RC is affiliated with The VantageTrust Company, a New Hampshire non-
depository Banking Corporation which sponsors and maintains the VantageTrust, a
group trust that provides for the commingled investment of assets of retirement and
deferred compensation plans. The VantageTrust Company offers units of the
VantageTrust, described in Item 1.A. above.
9. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS
Mission Statement
ICMA-RC's mission is to be the most trusted provider of financial services to state
and local governments. In addition to the fiduciary duty which accompanies our
status as a registered investment adviser, this mission creates a heightened
responsibility. These fiduciary obligations are shared by all ICMA-RC Associates
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 13 of 27
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
hem of Form
(identify)
9. (cont.) and ICMA-RC Associates are required to act in each client's best interests,
subordinate their own interests to the interests of clients and avoid conflicts with
client interests.
ICMA-RC requires its Associates to take a proactive approach to ensuring not only
a high quality of service, but also a high degree of confidentiality and
professionalism in dealing with our clients and their interests. Associates of
ICMA-RC shall promote the corporate mission while fostering an environment of
professional courtesy and growth. This means diligently complying with the rules
and regulations governing a financial services corporation, but it means more than
technical compliance. It also means being careful, conscientious and clearly
focused on the long-term interests of our clients.
Conflicts of Interest
ICMA-RC recommends investment in shares of the Trust directly to Plans,
recommends investment in shares of the Trust or the Fund by Plan Participants
through Guided Pathways and may recommend investments in the Trust or the
Fund through VantagePlanning. ICMA-RC is affiliated with both the Trust and
the Fund. When ICMA-RC recommends investment in the Trust or the Fund to
Plans or Participants, a conflict of interest may exist because either 1CMA-RC or
VIA, its advisory affiliate, receives asset-based advisory fees from affiliated funds
as long as the advisory client remains invested in Fund shares. However, Funds of
the Trust are chosen by Plan Sponsors for inclusion in the investment offerings of
the Plan.
Participants who use the Managed Accounts version of Guided Pathways will
pay both the asset-based asset allocation program fee, described in Item 1.D. above,
as well as the fees of any funds in which they are invested, some of which are
affiliated with ICMA-RC and may pay advisory fees to VIA, ICMA-RC's affiliated
adviser. Participants who use the Advice version of Guided Pathways may pay
the fixed fee described in Item 1.D. above, unless exempt, as well as the fund fees
as discussed above. ICMA-RC believes Guided Pathways is a value-added
service which helps Participants, on a discretionary or nondiscretionary basis, to
determine how best to allocate their Plan investments among the options offered by
their Plans. Similarly, VantagePlanning assists Participants in considering their
investment options. ICMA-RC's advisory fees may be higher or lower than those
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 14 of27
• •
Schedule F of Applicant: 'SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in hem IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
9. (cont.) charged by other investment advisers.
Although RC Services, ICMA-RC's affiliated broker-dealer, effects sales of
interests in the Trust advised by ICMA-RC and the Fund advised by VIA, the sales
result in no additional compensation to the affiliated broker-dealer because it
receives no commission or other remuneration as a distributor of the affiliated
funds.
All fees received by ICMA-RC and expenses associated with investment in the
Trust, and potential conflicts of interest, are also disclosed in the relevant version of
the RIG, the Trust's disclosure document described in Item 1.D. above. Although
not required to be published, the RIG is an extensive disclosure document that is
modeled on the requirements of Form N1-A relating to investment companies
registered under the Company Act. The appropriate version of RIG is given to all
Public Employers prior to their contracting for any ICMA-RC service, and to
Participants on an annual basis. An updated version is also mailed to all
participating Public Employers and Participants annually.
For purposes of this ADV brochure, ICMA-RC and VIA may be referred to
collectively as the "Advisers". The Advisers may serve as investment manager to
numerous client accounts as well as registered or exempt investment companies.
The Advisers may give advice and take action with respect to any funds or accounts
they manage, or for their own account, that may differ from action taken by them
on behalf of other funds or accounts. The Advisers are not obligated to
recommend, buy or sell, or to refrain from recommending, buying or selling any
security that the Advisers, their affiliates or their respective Access Persons, as
defined by the Company Act and by the Investment Advisers Act of 1940, as
amended ("Advisers Act"), may buy or sell for their own accounts or for the
accounts of any other client. The Advisers are not obligated to refrain from
investing in securities held by funds or accounts that they manage except to the
extent that such investments violate the "Code of Ethics and Standards of
Professional Conduct" ("Code") adopted by the Advisers and the "Policy on
Personal Investment Activity and Prevention of the Misuse of Inside Information"
("Policy") adopted by, among others, the Advisers, VantageTrust Company, the
Trust, and the Fund.
From time to time, employees and principals of the Advisers or any other related
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 15 of 27
• •
Schedule F of Applicant: SEC Ale Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II 1CMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
9. (cont.) persons may have interests in securities owned by or recommended to the Advisers'
clients. As these situations may represent a potential conflict of interest, the
Advisers have adopted procedures relating to personal securities transactions and
insider trading that are designed to prevent actual conflicts of interest.
Code of Ethics and Standards of Professional Conduct
The Code was adopted pursuant to Advisers Act Rule 204A-1 to ensure that the
interests of Access Persons and Supervised Persons of the Advisers do not conflict
with the interests of the Advisers' clients, including registered investment
companies and their shareholders. It incorporates by reference the Policy which
was adopted pursuant to Company Act Rule 17j-1 and Advisers Act Rule 204A-1.
The Code also requires all ICMA-RC Associates to comply with ethical restraints
relating to clients, including restrictions on giving gifts to, and receiving gifts from,
clients in violation of the Advisers' gift policy and restraints on certain political
activities relating to clients or prospects. A copy of the Advisers' Code is available
to any client or prospective client upon request.
The Policy governs the personal investing activities of"access persons" as that term
is used in Rules 17j-1 and 204A-1, and is designed to prevent unlawful practices in
connection with the purchase and sale of securities by access persons. Under the
Policy, access persons are permitted to engage in personal securities transactions,
but are required to report their personal securities transactions for monitoring
purposes. The Policy restricts the purchase and sale of nonexempt Covered
Securities by portfolio managers within five [5] days before or after execution of a
transaction in any such security for the accounts of clients they manage other than
the Vantagepoint Index Funds. Access Persons also may not engage in a personal
transaction in any nonexempt Covered Security which they have actual knowledge
is being purchased or sold, or recommended or considered for purchase or sale until
five 5 days after the transaction is completed or the recommendation is withdrawn.
All Access Persons are required to notify the CCO or the CCO's designee in order
to pre-clear nonexempt personal securities transactions in nonexempt Covered
Securities. All Access Persons must provide quarterly reports of their personal
transactions within 30 days of the end of each calendar quarter which may consist
of monthly brokerage statements for all accounts in which they have a beneficial
interest timely submitted to the CCO or the CCO's designee. In addition, Access
Persons must direct their brokers to provide Compliance with copies of all
Complete amended pages in full,circle amended items and file with execution page(page I).
Page 16 of 27
f)
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part 1 of Form ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
9. (cont.) brokerage confirmations relating to all personal securities transactions in which
they have a beneficial ownership interest. A copy of the Policy is on file with the
SEC and available to the public.
Insider Trading Policy
The Advisers, and their related persons may, from time to time, come into
possession of material nonpublic and other confidential information which, if
disclosed, might affect an investor's decision to buy, sell or hold a security. Under
applicable law, the Advisers and their related persons may be prohibited from
improperly disclosing or using such information for their personal benefit or for the
benefit of any other person, regardless of whether such other person is a client of
the Advisers. Accordingly, should such persons come into possession of material
nonpublic or other confidential information with respect to any company, they may
be prohibited from communicating such information to, or using such information
for the benefit of, their respective clients, and have no obligation or responsibility
to disclose such information to, nor responsibility to use such information for the
benefit of, their clients when following policies and procedures designed to comply
with law.
The Policy includes provisions for Prevention of the Misuse of Inside Information
by the Advisers' Supervised Persons as required by Advisers Act Section 204A.
Among other things, these provisions include procedures for protecting and
maintaining confidential information.
Any Associate of the Advisers as defined in the Code or Access Person as used in
the Policy who fails to observe the above-described policies and procedures risks
serious sanctions, including dismissal and personal liability.
11. ACCOUNT REVIEWS AND REPORTING
11.A. Account Reviews
All discretionary private accounts and/or mutual funds are reviewed on an ongoing
basis. The Advisers assign a portfolio manager to each client account, subject to
continuous review and monitoring by the portfolio management team. Senior
management reviews transactions periodically, as deemed necessary.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 17 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ideni.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
For Managed Accounts, ICMA-RC receives portfolio reviews at least quarterly
from its IFE, and account rebalancing recommendations at least annually. ICMA-
RC's Portfolio Compliance Committee reviews the reports and recommendations
provided by the IFE as well as applicable securities laws and regulations. Portfolio
performance is monitored at least quarterly by ICMA-RC.
11.13 Account Reporting
Formal reports outlining portfolio holdings and account performance are provided
for Managed Accounts by ICMA-RC at least quarterly. These statements are
mailed to all Participants in Managed Accounts and are also available on-line at
the request of the Participant.
12.A. & B. INVESTMENT OR BROKERAGE DISCRETION
Generally, ICMA-RC does not have discretionary authority with respect to its
retirement and financial planning services. However, ICMA-RC does exercise
discretion over the PLUS Fund, certain separate accounts with a stable value fund
option and Managed Accounts portfolios to make the following determinations
without client consultation or consent prior to effecting each transaction:
which Plan-eligible mutual fund or private fund securities are to be bought or
sold (for the PLUS Fund this is pursuant to previously disclosed investment
parameters).
the total amount of such securities to be bought or sold •
the issuer, broker or dealer through whom securities are to be bought or sold
the commission rates at which such transactions are effected, to the extent that
commissions are applicable.
However, with respect to each discretionary account, ICMA-RC's authority is
subject to various limits, including Plan-eligible funds and client investment
objectives, policies and restrictions. These limitations may be based on a variety of
factors, including regulatory constraints and policies imposed by a Plan or its
trustees. Moreover, with respect to the separate accounts with a stable value fund
option, ICMA-RC delegates all day-to-day discretionary management responsibility
to a subadviser, who makes these discretionary decisions.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 18 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part 1 or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
12.A. & B. (cont.) With respect to investment company clients, applicable investment policies and
limitations are generally set forth in the fund's registration statement and other
governing documents.
Selection Criteria for Brokers and Dealers
In arranging for the purchase and sale of clients' portfolio securities, ICMA-RC
take into consideration any legal restrictions, such as those imposed under the
securities laws, and client objectives. Within these constraints, ICMA-RC may deal
with fund issuers, members of securities exchanges and other brokers and dealers
which, in its judgment, implement the policy of seeking best execution of portfolio
transactions.
ICMA-RC's overriding objective in selecting brokers and dealers and in effecting
portfolio transactions is to seek to obtain the best combination of price and
execution with respect to clients' portfolio transactions. The best net price, giving
effect to brokerage commissions or spreads, if any, and other transaction costs, is
normally an important factor in this decision, but a number of other judgmental
factors may be considered when relevant. With respect to the purchase or sale of
Plan-eligible open-end mutual funds, shares are sold at Net Asset Value on a no
load basis which eliminates the search for lowest commission rates. Since
commissions are rarely, if ever, a factor in the purchase of Plan-eligible
investments, ICMA-RC does not generally look to the usual panoply of factors
relating to best execution and does not generally take brokerage research into
consideration when making investment decisions for its discretionary client
accounts.
Commission Rates or Equivalents Policy
ICMA-RC endeavors to be aware of current charges of eligible broker-dealers and
to minimize the expenses incurred for effecting portfolio transactions to the extent
consistent with the interests and policies of their accounts. However, ICMA-RC
will not select broker-dealers solely on the basis of"posted" commission rates nor
always seek in advance competitive bidding for the most favorable commission rate
applicable to any particular portfolio transaction. Although ICMA-RC generally
seeks competitive commission rates, it will not necessarily pay the lowest
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 19 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
12.A. & B. (cont.) commission or commission equivalent. Transactions may involve specialized
services on the part of the broker-dealer involved resulting in higher commissions
or their equivalents than would be the case with transactions requiring more routine
services.
The reasonableness of commissions is based on the broker's ability to provide
professional services, competitive commission rates, research, and other services,
which will help ICMA-RC in providing investment management services to clients.
ICMA-RC reserves the right to, and may, use a broker who provides useful
research and securities transaction services even though a lower commission may
be charged by a broker who offers no research services and minimal securities
transaction assistance.
Cross Trading Policy
To the extent that ICMA-RC crosses transactions for any U.S. registered
investment company with any other discretionary client account, ICMA-RC will
comply with the requirements of 1940 Act Rule 17a-7. ICMA-RC does not
currently engage in Principal or Agency Cross Transactions.
Batch Transaction and Allocation Policy
ICMA-RC is not required to engage in batch transactions. However, ICMA-RC
may batch purchase and sale transactions. To the extent that a batch order is placed
for shares of mutual funds, such transactions are completely filled for all
participating accounts on the date of the transaction. In addition, since the mutual
funds included in the Plans are no-load funds, ICMA-RC is not required to pro rate
commissions across accounts participating in a batch transaction.
Client-Directed Brokerage Transactions
Clients are not permitted to direct ICMA-RC to use specified brokers in performing
portfolio transactions. Client direction may result in higher commissions, greater
spreads, or less favorable net prices than might be the case if ICMA-RC negotiates
commission rates or spreads freely, or selects brokers or dealers based on best
execution.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 20 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
t. Full name of applicant exactly as stated in Item I A of Pan I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
12.A. & B. (cont.) Research/Execution Policy
Although transactions executed on behalf of ICMA-RC client accounts rarely, if
ever, result in commissions, ICMA-RC has the right, consistent with the duty to
seek best execution, to direct brokerage commissions on accounts' portfolio
transactions to broker-dealers in recognition of research furnished by them, as well
as for services rendered in the execution of orders by such broker-dealers. The
commissions used to acquire research in these arrangements are known as "soft
dollars." Under an SEC interpretation, the term "commission" includes a markup,
markdown, commission equivalent or other fee paid by a managed account to a
dealer for executing a transaction where the fee and transaction price are fully and
separately disclosed on the confirmation and the transaction is reported under
conditions that provide independent and objective verification of the transaction
price by a self-regulatory organization. As a result, fees charged in relation to
certain NASDAQ-reported riskless principal transactions are eligible for use in soft
dollar arrangements in addition to traditional agency commissions charged on
equity securities transactions.
Broker-dealers typically provide a bundle of services which include research and
execution. The research provided can be either proprietary (created and provided
by the broker-dealer, including tangible research products as well as access to
analysts and traders) or third-party (created by a third party but provided by broker-
dealer). A statutory "safe harbor" allows ICMA-RC to use soft dollars to acquire
either type of research. At this time, ICMA-RC does not use soft dollars to acquire
any research.
13.A. ADDITIONAL COMPENSATION
ICMA-RC maintains a commission recapture program with certain brokers. Under
the program, a percentage of commissions generated by the Vantagepoint Equity
Funds' portfolio transactions are credited to those funds. These amounts are solely
used to benefit the funds.
Some of the mutual funds that serve as the underlying portfolios of certain Trust
funds pay ICMA-RC for subaccounting and other related services. Those amounts
are used to defray expenses of providing the administrative services to those
particular Trust funds.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 21 of27
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.]dent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
13.13. REFERRAL ARRANGEMENTS
ICMA-RC has an arrangement with the Michigan Municipal League ("MML")
under which MML facilitates ICMA-RC's access to MML members and their
employees for the purpose of education and training. ICMA-RC could potentially
garner new business or increased participation in the retirement plans it administers
as a result of these education and training programs, which in turn would result in
increased gross revenue to ICMA-RC. ICMA-RC pays MML, as compensation for
MML's services, a fixed monthly dollar amount, plus expenses, without regard to
any new business or increased participation in ICMA-RC-administered plans that
may have resulted, directly or indirectly from the education and training seminars.
ICMA-RC has established relationships with First USA Bank for its affinity credit
card program and with M&T Bank for enrollment and information services in
connection with ICMA-RC's 457 Deferred Compensation Program. Before any
additional third party relationships are added, they must be approved by the Board
of Directors of ICMA-RC.
ICMA-RC may also compensate Associates who are IARs for investment advisory
client referrals under Guided Pathways. Any such arrangements would conform
to the terms and conditions of Advisers Act Rule 206(4)-3 and will not increase the
service fee assessed to an advisory client.
Notice of Privacy NOTICE OF PRIVACY POLICY
Policy
Protecting investor's privacy is critically important to ICMA-RC. In providing
financial services and investment products to investors, we collect certain
nonpublic personal information about those investors. Our policy generally is to
keep this information strictly confidential, and to use or disclose it as needed to
provide services to investors, or as permitted or required by law or by the investor.
Our privacy policy applies equally to our former customers and investors, as well as
individuals who simply inquire about the services or investments we offer. We
may change this privacy policy in the future upon notification to investors.
Information We Collect
The nonpublic personal information we have about investors includes information
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 22 of 27
•
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(Identify)
investors give us when they open an account, invest in The Vantagepoint Funds, or
write or call us, such as an investors name, address, Social Security Number,
employment, investment objectives and experience, financial circumstances, and
investment transactions and holdings.
Information We Disclose
We disclose nonpublic personal information about investors to our affiliates, and to
outside firms that help us provide services to investors, for use only for that
purpose. We may also disclose nonpublic personal information to nonaffiliated
third party financial institutions with whom we have established relationships, such
as financial institutions that offer our affinity credit card program, or to other
institutions with which we may establish relationships in the future in order to offer
select financial products of interest to our customers. An investor has the right to
stop us from disclosing nonpublic personal information about the investor to these
parties, except as permitted or required by law. To do so, call us toll free at 1-800-
827-2710. If an investor does not notify us that they wish to block disclosure of
this nonpublic personal information, we will allow information to be sent to
investors from all third party financial institutions with which we have established
relationships. Currently, ICMA-RC has established relationships with First USA
Bank for its affinity credit card program and with M&T Bank for enrollment and
information services in connection with ICMA-RC's 457 Deferred Compensation
Program. Before any additional third party relationships are added, they must be
approved by the Board of Directors of ICMA-RC. Once approved, ICMA-RC will
notify investors of any additional third party relationships in future publications of
this privacy policy.
How We Safeguard Your Information
We restrict access to nonpublic personal information about investors to those
persons who need to know it or who are permitted or required by law or by the
investor to receive it. We maintain physical, electronic and procedural safeguards to
protect the confidentiality of investor information.
Summary of Proxy SUMMARY OF PROXY VOTING POLICIES AND PROCEDURES
Voting Policies and
Procedures Guiding Principles: It is the policy of ICMA-RC to vote all proxies for the
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 23 of 27
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Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.(dent.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
exclusive benefit of and in the best economic interests of its clients, that is, in the
manner that ICMA-RC believes most likely to maximize total return to clients as
investors in the securities being voted.
Scope: The policies cover proxies in respect to securities held by the collective
investment portfolios ("Trust Portfolios") established and maintained by the
VantageTrust Company ("Trust Company") for the investment and reinvestment of
the assets of public sector employee benefit plans and certain other eligible
investors, which ICMA-RC is authorized to vote under the Master Agreement
between ICMA-RC and the Trust Company. The policies also cover the accounts
of Plan Participants which are managed on a discretionary basis in the Managed
Accounts program offered by ICMA-RC through Guided Pathways. Currently, the
only voting securities held by the Trust Portfolios are shares of mutual funds.
Managed Accounts may include both mutual funds and shares of private funds.
ICMA-RC does not have or exercise authority to vote proxies on behalf of advisory
clients other than the Trust Company and Managed Accounts.
Administration of Policies: ICMA-RC has established a Proxy Voting Committee
comprised of members of the staff of its Investment Division and Legal Department
("Committee"). The Committee is responsible for overseeing and updating these
policies as may be appropriate from time to time.
ICMA-RC's Investment Division is responsible for overseeing and administering
the voting of client proxies. The Investment Division's responsibilities include
identifying any material conflicts of interest on the part of ICMA-RC or its
personnel that may affect particular proxy votes and resolving any material
conflicts identified in consultation with ICMA-RC's Legal Department; analyzing
and evaluating particular proposals presented for vote; determining when and how
client proxies should be voted other than in accordance with the general rules and
criteria set forth below under "Proxy Voting Guidelines"; implementing procedures
reasonably designed to ensure that proxies are received and voted in a timely
manner; and making and keeping all required records with respect to proxies voted
by ICMA-RC.
Conflicts of Interest: Both the Trust Portfolios and Managed Accounts may invest
in, among other things, shares of The Vantagepoint Funds, a series fund sponsored
by ICMA-RC and for which wholly-owned subsidiaries of ICMA-RC serve as
Complete amended pages in full,circle amended items and tile with execution page(page 1).
Page 24 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II 1CMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in Item IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
investment adviser, transfer agent and distributor, and (2) shares of a number of
other mutual funds that are not affiliated with ICMA-RC ("Third-Party Funds").
To avoid conflicts or the appearance of conflicts between the interests of ICMA-RC
and its affiliates and the interests of its client, the Trust Company, and the
beneficial owners of interests in the Trust Portfolios, ICMA-RC will not exercise
its authority to decide how to vote proxies with respect to shares of The
Vantagepoint Funds held by the Trust Portfolios or Managed Accounts. Instead,
ICMA-RC will seek instructions on how to vote those proxies from the Board of
Directors of the Trust Company, and will cast the votes in accordance with the
instructions received. A majority of the members of the Trust Company's Board of
Directors are independent of ICMA-RC. To the extent that Participants in Managed
Accounts object to voting their shares of The Vantagepoint Funds in accordance
with the directions of the Board of Directors of the Trust Company, such
Participants may make arrangements to vote their own proxies.
With respect to proxies relating to shares of Third Party Funds, ICMA-RC's
Investment Division will screen the proxies to seek to identify any material
conflicts of interest on the part of ICMA-RC. Conflicts of interest could arise from
a variety of circumstances, including, but not limited to, significant current or
potential business relationships between ICMA-RC and the sponsor, investment
adviser or distributor of a Third Party Fund or certain personal or business
relationships between ICMA-RC personnel and a Third Party Fund or such fund's
investment adviser, distributor or sponsor. In evaluating the materiality of conflicts
of interest, the Investment Division will consult with the Legal Department.
Generally, a conflict of interest arising as a result of a current or prospective
business relationship between ICMA-RC and another party with an interest in the
outcome of the proxy vote will not be considered material if ICMA-RC did not
receive more than 1% of its total revenues during its last fiscal year as a direct
result of services provided by ICMA-RC to that party and does not reasonably
expect to receive the same or a higher percentage of its total revenues from that
business relationship in its current fiscal year. In addition, ICMA-RC does not treat
the adviser/subadviser, custodial or other service provider relationships between its
subsidiary, Vantagepoint Investment Advisers, LLC, and/or The Vantagepoint
Funds and the various third party subadvisers or other service providers to The
Vantagepoint Funds that are not part of the ICMA-RC organization as creating a
material conflict of interest in connection with the voting of proxies in respect to
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 25 of 27
• •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
1. Full name of applicant exactly as stated in Item I A of Part I of Form ADV: IRS Empl.ldent No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
the shares of a Third Party Fund that uses one or more of the same service
providers.
In the event the Investment Division determines there is a material conflict of
interest that may affect ICMA-RC's judgment on a particular vote, ICMA-RC may
vote the proxy only if ICMA-RC's Proxy Voting Guidelines specify how such
matters generally will be voted, i.e., the guidelines state that votes generally will be
cast "for," "against" or"abstain" on that type of proposal. If the Guidelines do not
indicate how the vote should be cast, ICMA-RC either will seek voting instructions
or a waiver of the conflict from the Board of Directors of the Trust Company, vote
the Trust Portfolios' shares in the same proportion as the vote of all other holders of
such security (if this option is available to ICMA-RC) or refrain from voting. In
addition to the choices previously identified, Managed Accounts clients may make
arrangements to vote their own shares of any Third Party Fund with respect to
which the Investment Division has identified a material conflict of interest.
When ICMA-RC Will Not Vote Proxies: ICMA-RC may not vote client proxies in
certain circumstances, including situations where (a) the securities are no longer
held in the client's account; (b) the proxy and other relevant materials are not
received in sufficient time to allow adequate analysis or an informed vote by the
voting deadline; or (c) ICMA-RC concludes that the cost of voting the proxy is
likely to exceed the expected benefit to the client.
Maintenance of Proxy Voting Record: As required by Advisers Act Rule 204-2,
ICMA-RC will maintain the following records relating to proxy voting for a period
of at least six years:
(i) a copy of these policies, as they may be amended from time to time;
(ii) copies of proxy statements received regarding client securities, unless these
materials are available electronically through the SEC's EDGAR system;
(iii) a record of each proxy vote cast on behalf of its clients;
(iv) a copy of any internal documents created by ICMA-RC that were material
to making the decision how to vote proxies on behalf of its clients; and
(v) each written client request for information on how ICMA-RC voted proxies
on behalf of the client and all written responses by ICMA-RC to oral or written
client requests for such proxy voting information.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 26 of 27
'� •
Schedule F of Applicant: SEC File Number: Date:
Form ADV
Continuation Sheet for Form ADV Part II ICMA-RC 801-18273 7/28/06
(Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.)
I. Full name of applicant exactly as stated in hem IA of Part I of Form ADV: IRS Empl.Ident.No.:
International City Management Association Retirement Corporation 23-7268394
Item of Form
(identify)
Disclosure: ICMA-RC will provide its clients a summary of these policies, either
directly or by delivering to each client of a copy of this ADV brochure summary.
Clients may obtain a copy of the full text of ICMA-RC's Proxy Voting Policies and
a record of how ICMA-RC has voted the client's proxies by calling the number
which appears on the face of this ADV brochure. A copy of these materials will be
provided promptly to clients on request.
Complete amended pages in full,circle amended items and file with execution page(page 1).
Page 27 of 27
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