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Resolution No. 85451 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8545 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE ADMINISTRATIVE SERVICES AGREEMENT FOR PLAN NUMBER 301376 AND 109759 BY AND BETWEEN THE CITY OF VERNON AND ICMA RETIREMENT CORPORATION WHEREAS, on November 16, 1982, the City Council of the City of Vernon adopted Resolution No. 4955 approving a Deferred Compensation Plan (the "Plan") with the International City Management Association ("ICMA") Retirement Corporation to provide retirement income and other deferred benefits to employees; and WHEREAS, on September 20, 1983, the City Council of the City of Vernon adopted Resolution No. 5042 approving amendments to the Plan, authorizing the execution of the ICMA Retirement Trust and appointing the City Administrator to be the coordinator of the program on behalf of the City of Vernon; and WHEREAS, on November 23, 1993, the City Council of the City of Vernon adopted Resolution No. 6357 approving an Administrative Services Agreement with the ICMA Retirement Corporation respecting Plan Number 301376; and WHEREAS, on December 15, 1998, the City Council of the City of Vernon adopted Resolution No. 7254 adopting a Money Purchase Retirement Plan and Trust (Number 109759) to be administered by the ICMA Retirement Corporation and funds held under such Plan invested in the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans; and 1 WHEREAS, on September 5, 1989, the City Council of the City 2 of Vernon adopted Resolution No. 5671 approving an agreement with 3 Great -West Life and Annuity Insurance Company ("Great -West") to provide 4 and administer alternative investment opportunities for participants in 5 the City's Plan; and 6 WHEREAS, on October 20, 1992, the City Council of the City of 7 Vernon adopted Resolution No. 6177 approving an Administrative and 8 Communications Services Agreement with Great -West and its subsidiary, 9 Benefits Corp Equities, Inc.; and 10 WHEREAS, the ICMA Retirement Corporation has offered to 11 gradually eliminate fees under its agreements contingent upon being an 12 exclusive provider of administrative and investment services under the 13 Plan; and 14 WHEREAS, on October 6, 2004, the Finance Committee considered 15 the recommendation of Bruce V. Malkenhorst, Director of Finance, dated 16 September 28, 2004, that an amendment to the Administrative Services 17 Agreement with ICMA Retirement Corporation be approved and executed; 18 and 19 WHEREAS, the City Council of the City of Vernon has 20 determined that, pursuant to the provisions of subsection (a) of 21 Section 2.27 of the Vernon City Code, it is in the public interest and 22 necessity to enter into a new agreement with ICMA Retirement 23 Corporation. 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 25 CITY OF VERNON AS FOLLOWS: 26 SECTION 1: The City Council of the City of Vernon hereby 27 finds and determines that the recitals contained hereinabove are true 28 and correct. 'r' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 2: The City Council of the City of Vernon hereby approves the Amendment to the Administrative Services Agreement for Plan Number 301376 and 109759 with ICMA Retirement Corporation, a copy of which is attached hereto as Exhibit A and incorporated by reference. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Amendment for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to execute any and all documents necessary to implement and carry out the purposes specified in the Amendment, for, and on behalf of, the City of Vernon. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send one fully executed Amendment to: ICMA Retirement Corporation Attn. San Diep, New Business Analyst 777 N. Capitol Street, NE Washington, DC 20002-4240 SECTION 6: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of October, 2004. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MALBRG, Maybr - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8545, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, September 15, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 AMENDMENT TO THE Administrative Services Agreement for Plan Number 301376 and 109759 This Amendment to the Administrative Services Agreements ("Agreements") for Plan numbers 301376 and 109759 (the "Plans") is entered by and between City of Vernon ("Employer") and ICMA Retirement Corporation ("RC"), effective as of the date of execution by the Employer below ("Execution Date"). WHEREAS, the Employer sponsors the Plans on behalf of its eligible employees and retirees; and WHEREAS, the Employer entered the Agreements to engage RC to provide administrative services and investments for the Plans under the terms specified in the Agreements; and WHEREAS, the parties wish to amend the Agreements to provide for an annual reduction in the Plan Administration fee paid under the Agreements and elimination of the Mutual Funds Fee under the Agreements contingent upon RC acting as the exclusive provider of administrative and investment services for the Plan over the term of the Agreements and contingent on the Employer's use of EZLink for enrollment and contribution processing over the term of the Agreements; and WHEREAS, Section 10(a) of the Agreements provide that the Agreements may be amended pursuant to a written instrument signed by the parties; NOW, THEREFORE, the Agreements are hereby amended as follows: The following is added as a new section 3 to the Agreements, and the current provisions of the Agreements are re -numbered accordingly: Employer agrees that for the initial or succeeding term of this Agreement specified in Section 10, so long as RC continues to perform in all material respects the services to be performed by it under this Agreement, Employer shall not obtain plan administration and investment advisory services from anyone other than RC. Employer acknowledges that RC has agreed to the compensation to be paid to RC under this Agreement in the expectation that RC will be able to offset costs allocable to performing this Agreement with revenues arising from Employer's exclusive use of RC at the rates provided herein throughout the initial or succeeding term. SECOND Re -numbered section 7 of the Agreements, titled "Compensation and Payment" is amended by replacing subsections (a) and (d) with the following: z (a) Plan Administration Fee. The amount to be paid for plan administration services under this Agreement shall be: (i) For the first year of this Agreement, 0.29% per annum of the amount of Plan assets invested in the Trust; and (ii) For years two through five of this Agreement. 0.00% per annum of the amount of Plan assets invested in the Trust. Such fee shall be computed based on average daily net Plan assets in the Trust. (d) Mutual Fund Services Fee. There is an annual charge of 0.0% assessed against average daily net Plan assets invested in the Trust's Mutual Fund Series. The compensation and payment set forth in this section 7 is contingent upon Employer's continued use of EZLink for enrollment and contribution processing over the term of this Agreement. Re -numbered section 10 of the Agreements, titled "Term" is amended to provide as follows: This Agreement shall be in effect for an initial term beginning on the Execution Date and ending 5 years after the Execution Date. This Agreement will be renewed automatically for two one year terms and each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The fee amendment specified in section 7 of the Agreements will take effect in the calendar quarter following the Retirement Corporation's receipt of one fully -executed copy of this Amendment based upon the following schedule: - Received by February 20: Effective April - Received by May 20: Effective July - Received by August 20: Effective October - Received by November 20: Effective January In all other respects, the Agreements are hereby ratified and affirmed. IN WITNESS WHEREOF, Employer has caused this Amendment to be executed by its duly authorized officer this day of , 2004. CITY OF VERNON By: Print Name: Title: ICMA RETIREMENT CORPORATION by: Paul Gallagher Corporate Secretary SECTION F This Agreement is effective December 1, 1988, and will remain in full force and effect until terminated as follows: 1. Automatically upon the date the F'utureFunds contract, as amended, or a successor contract, is no longer currently being offered to eligible employees under the Plan; or 2. Upon cancellation by any party upon 90 days prior written notice by Certified Mail to the addresses herein. 3. The expense level described in Schedule A is in effect as long as the Great -West Life & Annuity Insurance Company is acting in its current capacity as the investment option provider for the Policyholder's plan, and there are not substantial changes in the operation of the Policyholder's plan, including by not limited to a change in approved investment option providers, marketers of required administrative services, This agreement may be modified at any time upon mutual consent of both parties. City of Vernon 'Leonis C . Malburg Title Mayor" Date , 7 : Mdre:ss: 4305 Santa Fe Avenue Vernon, CA 9P58 ATTEST: Bruce V. Ma kenhorst City Clerk APPROVED AS TO FORIM David B. Brear ey, City Attorney The Great -West Life Assurat Company By: Title Dater , XvG Address: 8505 East Orchard Road Englewood, Colorado 80111 BenefitsCorp Equities, Inc. Title Oeii Date Address: 8505 East Orchard Road Englewood, Colorado 80111 SUPPORTING DOCUMENTS AMENDMENT TO THE Administrative Services Agreement for Plan Number 301376 and 109759 This Amendment to the Administrative Services Agreements ("Agreements") for Plan numbers 301376 and 109759 (the "Plans") is entered by and between City of Vernon ("Employer") and ICMA Retirement Corporation ("RC"), effective as of the date of execution by the Employer below ("Execution Date"). WHEREAS, the Employer sponsors the Plans on behalf of its eligible employees and retirees; and WHEREAS, the Employer entered the Agreements to engage RC to provide administrative services and investments for the Plans under the terms specified in the Agreements; and WHEREAS, the parties wish to amend the Agreements to provide for an annual reduction in the Plan Administration fee paid under the Agreements and elimination of the Mutual Funds Fee under the Agreements contingent upon RC acting as the exclusive provider of administrative and investment services for the Plan over the term of the Agreements and contingent on the Employer's use of EZLink for enrollment and contribution processing over the term of the Agreements; and WHEREAS, Section 10(a) of the Agreements provide that the Agreements may be amended pursuant to a written instrument signed by the parties; NOW, THEREFORE, the Agreements are hereby amended as follows: FIRST The following is added as a new section 3 to the Agreements, and the current provisions of the Agreements are re -numbered accordingly: Employer agrees that for the initial or succeeding term of this Agreement specified in Section 10, so long as RC continues to perform in all material respects the services to be performed by it under this Agreement, Employer shall not obtain plan administration and investment advisory services from anyone other than RC. Employer acknowledges that RC has agreed to the compensation to be paid to RC under this Agreement in the expectation that RC will be able to offset costs allocable to performing this Agreement with revenues arising from Employer's exclusive use of RC at the rates provided herein throughout the initial or succeeding term. SECOND Re -numbered section 7 of the Agreements, titled "Compensation and Payment" is amended by replacing subsections (a) and (d) with the following: 2 (a) Plan Administration Fee. The .amount to be paid for plan administration services under this Agreement shall be: (i) For the first year of this Agreement, 0.29% per annum of the amount of Plan assets invested in the Trust; and (ii) For years two through five of this Agreement. 0.00% per annum of the amount of Plan assets invested in the Trust. Such fee shall be computed based on average daily net Plan assets in the Trust. (d) Mutual Fund Services Fee. There is an annual charge of 0.0% assessed against average daily net Plan assets invested in the Trust's Mutual Fund Series. The compensation and payment set forth in this section 7 is contingent upon Employer's continued use of EZLink for enrollment and contribution processing over the term of this Agreement. THIRD Re -numbered section 10 of the Agreements, titled "Term" is amended to provide as follows: This Agreement shall be in effect for an initial term beginning on the Execution Date and ending 5 years after the Execution Date. This Agreement will be renewed automatically for two one year terms and each succeeding year unless written notice of termination is provided by either party to the other no less than 60 days before the end of such Agreement year. The fee amendment specified in section 7 of the Agreements will take effect in the calendar quarter following the Retirement Corporation's receipt of one fully -executed copy of this Amendment based upon the following schedule: - Received by February 20: Effective April - Received by May 20: Effective July - Received by August 20: Effective October - Received by November 20: Effective January In all other respects, the Agreements are hereby ratified and affirmed. IN WITNESS WHEREOF, Employer has caused this Amendment to be executed by its duly authorized officer this I q4�N day of , 2004. CITY OF VERNON By: Print ame: I e6'fi s - CC <_Malburg Title: Mayor ICMA RETIREMENT CORPORATION by: Paul Gallagher Corporate Secretary Attest: Bruce V. Malkenhorst City Clerk Approved As to Form: 27-:��,- Eric Fresph, City Attorney SUPPORTING DOCUMENTS City of Vernon Section 457 Deferred Compensation Plan November 7, 2003 Presented by The ICMA Retirement Corporation Shawn Baker Retirement Plans Specialist Tel: (310) 379-2773 Fax: (310)379-7703 Email: sbaker@icmarc.org Corporate Headquarters 777 North Capitol Street, NE Suite 600 Washington, DC 20002-4240 The City of Vernon, California Section 457 Deferred Compensation Plan Table of Contents ExecutiveSummary................................................................................1 ReducedFees.........................................................................................3 EmployeeEducation...............................................................................6 Value -Added Service............................................................................10 TechnologicalServices.........................................................................16 QualityInvestments.............................................................................22 Commitment to the Public Sector........................................................30 ICMA RETIREMENT CORPORATION The City of Vernon, California Section 457 Deferred Compensation Plan Executive Summary The ICMA Retirement Corporation: A Dedicated Partner for You and Your Employees As one of the City of Vernon's retirement plan providers, the ICMA Retirement Corporation (RC) welcomes this opportunity to describe the advantages of selecting us as your exclusive provider of 457 plan educational, administrative, and investment management services. RC is the only firm in the nation dedicated to serving the public sector exclusively, and we stand alone in our singular focus on meeting the retirement needs of public sector employees. Highlights of how we can add value to the City's program are summarized below: -. Solution Reduced Fees: The City • RC will implement a fee reduction program to eliminate the plan can greatly reduce the administration fee in the fourth year of our relationship as sole provider for cost of participation in your program. the plan. • Our proposed fee reduction will provide significant value to your plan. Based on current assets served and the $1 million that will be transferred to our service, the reduction and eventual elimination of our plan administration fee will save the City more than $300,000 over the next five ears. Employee Education: • On -site educational seminars and individual consultations by a salaried The value of your representative who currently serves the City. program is maximized • Communication materials designed specifically for public sector employees. when participants are . Website focused on enhancing participant knowledge; includes interactive fully knowledgeable on tutorials with streaming video. how to use the plan. Value Added Service: • RC is a "one -stop -shop" provider of comprehensive services. RC is committed to . Participant payout options are the most flexible allowed by law. providing the City with . Access to a comprehensive range of mutual funds that are selected and the best possible service. monitored by a team of experienced investment professionals. . Legal and regulatory changes, as well as new Federal legislative developments, are communicated in the Employer Bulletin and through our Vanta el -ink website. Technological . Personal available toll -free from NASD registered Investor Services Services: RC maintains Representatives. a leading -edge suite of • State-of-the-art Internet and voice response transaction and information services for the City's delivery systems. plan. . Web -based VantageView account aggregation service. . Independent investment advice from Morningstar Advice Online* for those wishing additional guidance in designing ortfolio. Quality Investments: • Eight investment options actively managed by multiple subadvisers where ICMA RETIREMENT CORPORATION The City of Vernon, California Section 457 Deferred Compensation Plan Executive Summary Need Solution The City can offer its 457 appropriate. plan participants a full . Five passively managed index funds. range of investment options designed . Five lifestyle model portfolios covering a broad risk -return spectrum. specifically for retirement " Access to a number of brand name mutual funds. investment. Commitment to the • RC is a not -for -profit corporation serving public employees exclusively. Public Sector: As a • RC's program is endorsed by 19 public sector organizations, including the governmental entity, the National League of Cities, the Government Finance Officers City wants a provider Association, the American Society for Public Administration, and with a proven many others. commitment to public . RC maintains the Vantagepoint Public Employee Memorial employees. Scholarship Fund for spouses and children of government employees killed in the line of duty. These are just a few of the strengths and enhancements we bring to the City of Vernon. We look forward to your review of our proposal, and to providing additional information upon your request. *Morningstar Advice Online is an independent provider of investment advice not affiliated with the ICMA Retirement Corporation. Investment advice and analysis tools are offered to participants through the ICMA Retirement Corporation, a federally registered Investment Adviser. ICMA RETIREMENT CORPORATION The City of Vernon, California Section 457 Deferred Compensation Plan Reduced Fees RC currently charges an administration fee based on assets served, average participant balances, and services provided. We currently assess an administration fee of 0.55% on all assets in the City's plan as co -provider. In the event the City of Vernon selects RC as its sole provider of deferred compensation plan administration and investment management services, RC proposes to reduce the annual plan administration fee as follows: Year 1: 0.22% Year 2: 0.15% Year 3: 0.08% Year 4: Plan administration fee eliminated In addition our current 0.15% mutual fund services fee will be eliminated and expenses on our index funds will be reduced by 0.20%. This proposal is based on the transfer of approximately $1 million from the current co -provider with a five-year exclusive contract with one-year annual renewal each year after, and consistent usage of EZLink for remittance of funds and data transfer. At RC, we believe the City and its participants should not be penalized with fees and restrictions merely for withdrawing assets from our program. We therefore have no front-end loads, deferred sales charges, or market value adjustments in the RC program. We support all efforts to eliminate these expensive and inflexible restrictions on participants' funds, and we encourage all members of the pension industry to remove these impediments to the effective long-term investment and disbursement of public employee retirement savings. The following are fund -specific fees and expenses that are also incurred by participants: DomesticLarge Cap Vanta eTrust Growth Fund Morningstar Category'Fund Large Growth Fund Fees/ 0.92% VT American Century Ultra° Large Growth 0.99% VT Putnam Voyager Fund Large Growth 0.96% Vanta eTrust 500 Stock Index Fund Large Blend 0.28% Vanta eTrust Broad Market Index Fund Large Blend 0.30% Vanta eTrust Growth & Income Fund Large Blend 0.85% VT Calvert Social Investment Fund Large Blend 1.29% VT Fidelity Contrafund° Large Blend 0.99% ,�� ICMA RETIREMENT CORPORATION 3 The City of Vernon, California Section 457 Deferred Compensation Plan Reduced Fees VT Fidelity Ma ellan° Fund Morningstar Category'Fund Large Blend Fund Fees/ 0.76% VT MFS Lar a Company Growth Fund Large Blend 0.94% Vanta eTrust Equity Income Fund Large Value 0.93% VT Lord Abbett Lar a Corring[Ly Value Fund Mid/Small Cap Domestic Stock Funds Vanta eTrust Aggressive Opportunities Fund Lar a Value Mid -Cap Growth 0.85% 1.19% Vanta eTrust Mid/Small Co Stock Index Fund Mid -Cap Blend 0.34% VT American CenturyO Value Fund Mid -Cap Value 1.00% VT Gabelli Value Fund Mid -Cap Value 1.40% VT INVESCO Small Company Growth Fund Small Growth 1.45% VT T. Rowe Price° Small Cap Stock Fund Adv Small Blend 1.19% VT T. Rowe Price° Small -Ca Value Fund Adv Foreign/World Stock Funds VT ]anus Adviser Series Worldwide Fund Small Value World Stock 1.06% 1.20% Vanta eTrust International Fund Foreign Stock 1.21% Vanta eTrust Overseas Equity Index Fund Foreign Stock 0.51% VT Putnam International Eguity Fund Bond/Stable Vanta eTrust PLUS Fund Forei n Stock Stable Value 1.16% 0.47% Vanta eTrust Cash Management N/A 0.65% Vanta eTrust US Government Securities Intermediate Govt. 0.62% Vanta eTrust Core Bond Index Intermed Term Bond 0.29% VT PIMCO Total Return Bond Fund Intermed Term Bond 0.68% VT PIMCO High Yield Bond Fund Domestic Hybrid/ Lifestyle Funds Vanta eTrust Savings Oriented Hi h Yield Bond Domestic Hybrid 0.75% 1.03% Vanta eTrust Conservative Growth Domestic Hybrid 1.02% Vanta eTrust Traditional Growth Domestic Hybrid 1.05% Vanta eTrust Long -Term Growth Large Growth 1.01% Vanta eTrust All -Equity Growth Large Growth 1.18% Vanta eTrust Asset Allocation Domestic Hybrid 0.76% VT Fidelity Puritan° Fund Domestic Hybrid 0.64% I Categories are from Morningstar as of 3/31/01 for underlying funds where available. Category for the PLUS Fund was determined by ICMA-RC based on underlying fund characteristics. * Morningstar, Inc.° provides independent analysis of open-ended mutual fund companies and is not affiliated with the ICMA Retirement Corporation ("ICMA-RC'J. For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating (based on a Morningstar Risk -Adjusted Return measure that accounts for variation in a funds monthly performance (including the effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. Highly rated funds are defined as those that have a four or five star Morningstar rating. Data provided by Morningstar, Inc.®. All rights reserved. The information contained herein; (1) is proprietary to Morningstar and/or its affiliates; (2) may not be copied or distributed; (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers nor ICMA-RC are responsible for any damages or losses arising from any use of this information. This information is being provided for informational purposes only and is not intended as or to be relied upon as investment advice or the solicitation or offer of a particular product or service. ICMA-RC does not review the Morningstar data and, for mutual fund performance information, you should consult the specific fund's current prospectus for additional information concerning, fees, expenses and trading restrictions. /A&, I C M A RETIREM ENT CORPORATIO N 4 The City of Vernon, California Section 457 Deferred Compensation Plan Reduced Fees Z VantageTrust Mutual Fund Series expenses (applied to funds which are denoted with a "VT" at the start of the fund name) are based on data derived from the underlying fund's current prospectus as of 2/28/03. VT Fidelity MagellanO is closed to new plan sponsors. Expenses are subject to change. Please consult both the current specific fund's prospectus and Making Sound Investment Decisions A Retirement Investment Guide for a summary of all fees, expenses, retained revenue reimbursements and trading restrictions carefully prior to investing any money. Vantagepoint securities are distributed by ICMA-RC Services, LLC, a broker -dealer affiliate of ICMA-RC, member NASD/SIPC. ICMA-RC Services LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800-669-7400. www.icmarc.org. /A&, I C M A R E T I R E M E N T C 0 R P 0 R A T I O N .5 The City of Vernon, California Section 457 Deferred Compensation Plan Employee Education At RC we call ourselves "The Learning Organization," because we are committed to participant education. We believe that informed participation is crucial to the success of your pension program. Accordingly, we developed our curriculum of seminars and educational materials with one aim in mind: helping public sector employees make informed retirement investment decisions. Enrollment and Educational Group Meetings* Focus groups have shown that many employees do not participate in their retirement plans for fear of making mistakes in their investment choices. To counteract this concern, a strong employee education program is essential. The ultimate success of your program is measured by the added retirement benefit achieved by employees participating in the plan. RC offers a clear, concise, dynamic educational program that includes group meetings, individual consultations, and periodic publications to help participants become successful investors. Mr. Shawn Baker, your RC Retirement Plans Specialist, conducts group educational meetings to discuss retirement planning, the investment options available, and the specific features of your program. Our on -site Investment Education Series enhances the value of your plan as an employee benefit by giving participants the knowledge they need to make key decisions. This series, which is customized to your specific requirements, may include the following courses: ■ Fundamentals of Investing Part I. This course is targeted at the novice investor, and explains the effects of risk on investments and how to manage investments to reduce risk. • Fundamentals of Investing Part II. This course builds on the information discussed in Part I, and covers more advanced topics. Participants learn how to read a prospectus, and how to monitor and evaluate fund performance. • Retirement Planning. In this course, participants set retirement goals and estimate assets available for retirement using our publication Charting Your Course. ■ Fundamentals of a Retirement Plan. This workshop covers the basics of the plan, from current tax benefits to eligibility for withdrawal. An emphasis on how the plan works and the investment options available make this an excellent workshop for new participants. • Understanding Your Funds. This course offers detailed information about each of the investment options available. Topics include fund characteristics, total fees, and historical performance. /A&, ICMA RETIREMENT CORPORATION 6 The City of Vernon, California Section 4S7 Deferred Compensation Plan Employee Education ■ Understanding the VantageLink Website. This class is designed to walk individuals through VantageLink, the ICMA Retirement Corporation's website. Participants who take this course emerge with a thorough understanding of the retirement planning tools that are literally at their fingertips. Withdrawal Options. This course explains the available withdrawal options for participants nearing retirement age. ■ Specialized Workshops. Customized seminars can also be developed to meet the specific needs of your employees. For example, we developed a course on Retirement Planning Issues for Women, which reviews areas of unique concern to women, such as longer life expectancies, interruption of working careers, and wage differentials. * Seminars are provided for educational purposes only and is not intended to be construed as or relied upon as investment advice. The ICMA Retirement Corporation does not offer specific tax or legal advice. Investors should seek financial advice regarding the appropriateness of investing in any securities or investment strategies discussed or recommended. Please consult both the current Vantagepoint Funds prospectus and MAKING SOUND INVESTMENT DECISIONS: A Retirement Investment Guide carefully prior to investing any money. Vantagepoint securities are distributed by ICMA-RC Services, LLC, a broker -dealer affiliate of ICMA-RC, member NASD/SIPC. ICMA-RC Services, LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800-669-7400. Education Pays Off: Our Participants Understand Their Time Horizons and Risk Tolerance Under 35 Individual Consultations 46-55 42% 11 :30%. Following the group presentations, your Retirement Plans Specialist provides individual consultations to offer unbiased assistance in the selection of investment options and completion of enrollment materials. One-on-one counseling sessions focus on the financial concerns of individual participants. Using our proprietary benefit calculation software on a laptop computer, Mr. Baker performs personalized benefit and tax savings illustrations for each participant. Our benefits calculation program performs two main functions: I C M A R E T I R E M E N T C O R P O R A T I O N The City of Vernon, California Section 457 Deferred Compensation Plan Employee Education ■ Illustrations. Benefit and tax -savings illustrations are based on a participant's age, salary, employee pre-tax deferral rate (if applicable), the amount required at retirement, and disbursement schedule. The maximum deferral amount, incorporating an assumed cost -of - living increase, is also shown. ■ Investment Information. Investment information helps employees determine which options or investment strategies are best for them, given their level of risk tolerance and time horizon. The desired return rates determine the projected yield and targeted amount to save. These personalized illustrations show the effect that various contribution and investment allocation scenarios can have on potential benefits. All illustrations can be printed in hard copy for employees' records. This distinguishing feature of the RC program helps participants design a portfolio that meets their retirement goals. As a non-commercial provider of public sector retirement services, we have the independence necessary to provide service that is focused on meeting your employees' needs. Our representatives have no economic incentive to favor any investment products or withdrawal options over others. Communication Materials All of the materials we provide to you and your employees were designed specifically for public retirement plans. Our materials seek to educate participants —not 'sell" products. We provide your employees with the following educational guides: Educational Publications ■ RC 457 Plan Employee Enrollment Kit. Contains educational brochures and all the forms participants need to enroll in the plan. ■ A Tax Shelter for Your Future. Provides a summary of 457 deferred compensation retirement plans. ■ Charting Your Course: A Retirement Planning Guide for Public Sector Employees. This retirement savings kit helps participants set savings goals based on estimated retirement expenses and assets. ■ Fund Option Sheet. Reviews the investment options administered by the Retirement Corporation, and describes each fund's portfolio, objective, and risk level. I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 8 The City of Vernon, California Section 457 Deferred Compensation Plan Employee Education Newsletters ■ The Vantagepoint. Our quarterly participant newsletter that discusses market trends, new plan features and services, regulatory developments, and other issues. ■ Vantagepoint Perspective. Our online newsletter that provides current fund performance, benchmarks, and data on the funds of the VantageTrust. • Employer Bulletin. Our monthly employer newsletter that contains the latest regulatory changes and other information that affects plan sponsors. Transactional Publications ■ Managing Your Account Has Never Been Easier. Our brochure that describes how to use our toll -free information line and how to access and use our comprehensive Internet services. • 457 Deferred Compensation Plan Withdrawal Packet. Describes all of the options available for withdrawal and works through the completion of each form included in the packet. Investment Fund Disclosure • Vantagepoint Funds Prospectus. Provides information on the Vantagepoint Funds, including specifics on the types of investments, investment managers, fees, expenses, and other pertinent data. ■ Making Sound Investment Decisions: A Retirement Investment Guide. Provides specific information about the types of investments, investment managers, fees, expenses, and other pertinent data about the VantageTrust. ■ VantageTrust Annual Report. Provides specific information to participants on the financial performance of investments through the VantageTrust. Includes the audited financial statements for the Trust. I C M A R E T I R E M E N T C O R P O R A T I O N 9 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service The RC Philosophy: A Customer -Oriented Approach to Client Service The ICMA Retirement Corporation has a fundamental mission: to provide the highest quality retirement plan administration and investment management services at the lowest possible cost. Since our inception in 1972, we have remained true to that original vision. These are just a few examples of our philosophy at work: ■ Our programs have never had any type of market value adjustment or discontinuance charge —either on a participant- or plan -level basis. • We voluntarily lower fees as plan characteristics, economies of scale, and productivity improve. Plan service components have been continually added without charge. ■ We have independent, unbiased relationships with investment firms and mutual funds contracted to supply investment management. • On -site representatives are non-commissioned. This ensures that your employees receive unbiased financial planning assistance, since the compensation of our representatives is not affected by participant investment/disbursement decisions. ■ The aggregate investment allocation among our 600,000 participants is comparable to that of institutionally managed defined benefit plans (employee investors with access to strong defined benefit plans rarely select annuities). • Our state-of-the-art OmniPlus recordkeeping system meets the administrative service requirements of our plan sponsors. Automated transactions and instant access to plan/participant account information are just the beginning of the services available. • VantageLink, our website, is the only Internet site dedicated solely to public sector retirement investment. VantageLink provides participants with the ability to make automated transactions, and gives them access to sophisticated education modules and worksheets. We continually expand and update the site to ensure ongoing quality of service. Service Performance Standards The ICMA Retirement Corporation is fully committed to continuing to deliver the best possible service to plans and participants. Current performance standards for specific processing events are shown in the grid on the following page: "Allik` ICMA RETIREMENT CORPORATION 10 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service Processing Event Contributions Same day, upon receipt of good data by 1:00 p.m. Pacific Time Distributions Mailed within one business day of receipt (after all required waiting periods) Transfers/Exchanges Same day, upon receipt of good data by 1:00 p.m. Pacific Time Investment Elections Same day, upon receipt of good data by 1:00 p.m. Pacific Time VRU and Call Center 98% of all calls within one ring Participant Statements Mailed within 10 days of quarter end Plan Sponsor Reports Mailed within 15 days of quarter end Regulatory and Compliance Services Our in-house legal staff continuously monitors regulatory and statutory requirements. The responsibility of our in-house compliance department is to ensure that our processing environment is in compliance with applicable SEC, NASD, and IRS requirements. All documents, including our plan documents, are reviewed and updated as needed. In addition, we perform numerous tests to ensure compliance with plan and Internal Revenue Code provisions, including checks for participant adherence to minimum distribution requirements. RC reports on legal and regulatory changes affecting public sector retirement plans to plan sponsors via our monthly Employer Bulletin and on our Vantagel-ink website. Other RC legislative publications and services include: EGTRRA: A Guide for Public Employers, our publication that provides a comprehensive overview of how the new legislation affects your plans. ■ Pension Portability Unit, our toll -free information center staffed by live representatives available to help participants understand the new rules and determine the best course of action. Legislative Action Center, our interactive online legislative research service, features the Today in Congress legislative news update, a search function on current bills and legislation, and an email service that allows participants to send a message to Congress to support important 457 and 401 plan provisions in future legislation (suggested letters included). lA&, I C M A R E T I R E M E N T C 0 R P 0 R A T I 0 N 11 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service RC's Fully Flexible Payout Options RC offers the most flexible selection of payout options allowed by law. Participants may specify a fixed period over which to receive benefits, a fixed amount to receive each month, or another payment schedule of their choice, consistent with IRS regulations. Participants who receive regular distributions can have their payments electronically deposited directly to their bank accounts. Examples of available payment schedules include: • Lump sum payment of accumulated assets ■ Rollovers to other plans or to an IRA consistent with the Internal Revenue Code • Monthly, quarterly, semiannual or annual payments based on participant -selected schedule: • Specified amount at regular intervals until the account balance is depleted ■ Fractional payments to ensure account depletion over a defined period of time • Declining payments within Internal Revenue Code minimums • Internal Revenue Code minimum, recalculated annually • Payments estimated to deplete the account over a specified number of years • Payments estimated to deplete the account over the life expectancy of the participant, participant and spouse, or beneficiary • COLA (cost -of -living -adjusted) periodic payments for §457 plans, which increase at the beginning of each calendar year, at the rate of increase of the Consumer Price Index for All Urban Consumers (CPI-U) ■ Combination of lump -sum and periodic payments Partial or full annuitization through RC's Income for Life Program*, which offers access to lower cost "group rate" annuities from multiple providers Additionally, during distribution participants can: • Select the order of investment funds to be depleted • Transfer funds among investment options In addition, RC never levies hidden deferred sales charges or stable value adjustments: participants leaving the Plan may withdraw all assets without RC -imposed charge or penalty. The amount that an individual participant can withdraw, or the amount available to eligible beneficiaries, is always equal to the full value of the participant's account at time of disbursement, never less. * Annuities are insurance products available through companies not affiliated with the ICMA Retirement Corporation. Please consult "Income for Life Annuity Program: Immediate Annuities for Retirement Income," prior to purchasing an annuity. 1-800-669-7400. --A&— I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 12 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service Standard Plan Sponsor Reports RC provides the City with the following reports as a standard feature of our program: • Quarterly and Annual Employer Statements. Statements provide a summary of plan contributions, investment gains and losses, disbursements, fund transfers, and beginning and ending balances. ■ Monthly Employer Bulletin. Newsletter containing the latest regulatory changes and specific information that affects employers. • Vantagepoint Perspective. Our online quarterly investment newsletter that provides current fund performance, benchmarks, and data on the funds of the VantageTrust. ■ The RC Employer Manual. A complete reference of RC's services is available online at www.icmarc.ora. A condensed hardcopy Employer Guide is also available. Custom Plan Sponsor Reports We can also prepare customized hard copy reports upon request based on information retained by our system. Customized reports of reasonable quantity and complexity are provided at no extra cost. RC is developing flexible online employer reporting and download capabilities for release later this year. The following data is now available online: Plan Information ■ Plan balances by investment as of the most recent business date • Plan level investment allocations ■ Pie chart of plan investments by age range • Contribution transactions for various date ranges for the plan ■ Transactions by type summarized for various date ranges for the plan • Participant addresses for participants by specified status or for all participants • Daily share prices and short-term investment performance measures • Total return performance in the SEC "standardized" presentation ■ A library of RC publications _A I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 13 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service Participant Information • Account balance by investment • YTD contributions and contributions by specified date range • Allocation percentages • Statements on demand ■ Personal information (name, address, birthdate etc.) Standard Participant Reports RC provides the City's employees with the following reports as a standard feature of our program: • Quarterly statements of account activity showing contributions, investment gains and losses, disbursements, fund transfers, service charges (if applicable), and beginning and ending account balances. In addition, participant statements include pie charts depicting asset allocations, and a calculation of the internal rate of return the participant achieved in the account. • The Vantagepoint, our quarterly participant newsletter, discusses investment issues, market trends, new plan features and services, regulatory developments. Custom Participant Reports VantageLink, the RC website at www.icmarc.ora, offers participants online access to account information and automated reporting capabilities, including: Account Information • Holdings and prices (updated daily) ■ Statements on demand • Investment performance (numerically and on charts) ■ Pie charts of participant investment allocation /A&, I C M A RETI REM ENT CORPORATION 14 The City of Vernon, California Section 457 Deferred Compensation Plan Value -Added Service Plan Information ■ Articles from experts in retirement personal finance ■ Publications, including MarketView, that provide in-depth commentary and investment resources for long-term investors ■ Chart of the Week ■ Fund descriptions, including objectives, strategies, risk, and subadvisers ■ 457 plan features ■ Legislative updates ■ Library of retirement articles ■ Glossary lA&, I C M A R E T I R E M E NT CORPORATION I 1s The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services Toll -Free Participant Telephone Access We offer participants the following toll -free telephone services: • VantageLine. Our VantageLine voice response unit allows participants to make automated transactions and access account information 24 hours a day. Participants can transfer funds, change investment allocations, and obtain information on account balances, fund allocation, current rates, and investment performance, as well as vesting status and outstanding amounts on RC -administered loans. • Investor Services Representatives. Our registered Investor Services Representatives have immediate online access to plan data and participant account information. They can answer your employees' questions about: ■ Investments • Reallocation ■ Account status ■ Transactions • Account balances • Loan status • Current investment allocation • Benefit payments and tax withholding Investor Services Representatives can provide benefit illustrations, carry out instructions to reallocate contributions, transfer assets between funds, and initiate loans. Representatives are available from 5:30 AM to 6:00 p.m. Pacific Time. TDD Line. We provide a toll -free TDD line for hearing -impaired participants. To access account information, the participant dials the TDD line and keys in the inquiry; an Investor Services Representative answers by typing in a response. ■ Help for Non -English Speakers. We also provide a toll -free line for Spanish-speaking participants featuring bilingual Investor Services Representatives. An additional 140 languages can be accommodated through AT&T's Language Line translation service. Toll -Free Employer Telephone Access Our specially designated employer service representatives are trained to support the day-to-day needs of plan sponsors. They assist you with answers to general and technical plan questions, plan adoption and implementation procedures, regulatory changes, contribution submittals, and orders for publications and forms. Employer representatives are available Monday through Friday, from 5:30 AM to 4:30 p.m. Pacific Time. /�� ICMA RETIREMENT CORPORATION 16 The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services Internet Access VantageLink, the RC website at www.icmarc.ora, offers participants access to account information and automated transaction capability online. We were the first vendor in the public sector retirement plan industry to offer participants access to account data over the Internet, and we continuously strive to enhance the utility of this powerful communications tool. VantageLink offers the following features for your participants: Accounts ■ Holdings and prices (updated daily) • Statements on demand ■ Investment performance (numerically and on charts) • Pie charts of participant investment allocation Transactions • Fund transfers • Contribution allocation changes ■ Rebalance to contribution allocation • E-mail to the Retirement Corporation Learning Center • Online classes ■ Articles from experts in retirement personal finance • Publications, including MarketView, that provide in-depth commentary and investment resources for long-term investors • Financial planning calculators*: ■ Autos ■ Credit line • Budgeting ■ Home • Credit cards ■ Insurance ■ IRA —Roth vs. traditional • Retirement planning • Savings * These calculators are designed to provide general assistance in making informed decisions. Their accuracy is not guaranteed and some results may vary from those provided by other systems. --A&, I C M A R E T I R E M E N T C 0 R P 0 R A T I 0 N 1 17 The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services Legislative Action Center • Instructions on how to contact the Legislature, the Executive Branch, and the Judiciary ■ Today in Congress ■ Search engine for bills and legislation • E-mail messaging to Congress to support important plan provisions in future legislation (suggested letters included) MarketView ■ Latest investment perspective from Girard Miller, RC President and CEO • Latest Investment.Insight from John Tobey, Vice President and CIO • Chart of the Week ■ Sites on: • Economic environment ■ Investment barometers • Equity markets ■ Investment resources Additional Information ■ Fund descriptions, including objectives, strategies, risk, and subadvisers ■ 401 and 457 plan features • Legislative updates • Library of retirement articles ■ Glossary Quote Service • Stock quotes ■ Portfolio tracking ■ Custom news ■ Personal home pages I C M A RETIRE M ENT CORPORATION 18 The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services ■ Email alerts • Chart stocks & indices • Market commentary IRA Wizard Available online at our VantageLink website, the VantageLink IRA Wizard makes setting up an IRA as easy as clicking your computer mouse. This new online application takes participants step-by-step through the process of establishing a new Vantagepoint Roth, Traditional, or rollover IRA —and even handles rollover requests from other financial institutions as well as from RC. ■ Open a Vantagepoint Roth or Traditional IRA • Consolidate retirement assets: ■ Roll over 457, 401, or 403 plan assets from another provider ■ Roll over RC -administered 457 or 401 plan assets • Combine IRAs into one easy -to -manage Vantagepoint IRA ■ Fund an IRA online Online Investment Advice Available at our VantageLink website, RC offers portfolio allocation recommendations as well as independent investment advice through Morningstar Advice Online*. We have partnered with Morningstar Advice Online to offer employees online access to investment advice and recommendations based on the investment options under their plan. With Morningstar Advice Online's user-friendly platform, RC integrates data from our systems with additional data entered by participants. Two levels of service are available: PortfolioBuilder. PortfolioBuilder is a service from RC that allows employees to complete a personal profile and receive a recommendation on how to allocate investment among different asset classes. It then compares the recommendation with the current asset class allocation. Users may also choose from various strategies to see how RC's funds can be used to implement the recommendation I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 19 The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services Morningstar Advice Online Personal Advisor.* Personal Advisor is offered through Morningstar, one of the nation's leading providers of online investment advice. Based on the information you provide, it gives independent advice based on all of the funds available through the City's plan. Additionally, Morningstar Advice Online Personal Advisor contains modules that allow the user to enter information pertaining to his or her retirement investments and receive projections on how much they may need for retirement, as well as how much they may accumulate based on their present situation. Users can also change certain variables to see how their projection is affected. PortfolioBuilder is available free of charge. Morningstar Advice Online* will be free for our first year as sole provider for the plan and will subsequently be available for an annual fee of $35 to the user. As described below, participants in our VantagePoints program may apply their VantagePoints to offset the cost of Morningstar Advice Online Personal Advisor. *Morningstar Advice Online is an independent provider of investment advice not affiliated with the ICMA Retirement Corporation. Investment advice and analysis tools are offered to participants through the ICMA Retirement Corporation, a federally registered Investment Adviser. EZLink Employer Online Services RC is committed to offering the most robust Internet services in the industry, and we believe in using its power to provide plan sponsors with comprehensive and detailed plan information. Our EZLink (www.icmarc.org) Internet service offers customized electronic access to plan data that can be used as a critical tool to fulfill your fiduciary responsibility as a plan sponsor. We also provide the ability to implement transactions electronically to enhance your administrative efficiency. RC currently provides plan sponsors the following plan level activity online: Plan Information ■ Plan balances by investment as of the most recent business date • Plan level investment allocations • Pie chart of plan investments by age range • Contribution transactions for various date ranges for the plan ■ Transactions by type summarized for various date ranges for the plan • Participant addresses for participants by specified status or for all participants • Daily share prices and short-term investment performance measures ■ Total return performance in the SEC "standardized" presentation I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 20 The City of Vernon, California Section 457 Deferred Compensation Plan Technological Services ■ A library of RC publications Participant Information ■ Account balance by investment • YTD contributions and contributions by specified date range • Allocation percentages ■ Statements on demand • Personal Information (name, address, birth date etc.) Automated Transactions RC's EZLink Internet service provides plan sponsors the ability to streamline operations, speed processing, and reduce paperwork. This service currently includes transmission of: • Employer -approved enrollments ■ Contribution data ■ Participant data (name and address changes) Plan Administration • Ability to create custom messages that appear in Account Access for all participants or specific participant ■ Change Plan Contact names and specify functions allowed within EZLink • View previous payroll submissions -A& I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 21 The City of Vernon, California Section 457 Deferred Compensation Plan Competitive Investment Products The Retirement Corporation has been helping local government employers meet their employees' retirement investment needs since 1972. The RC Investments Division has over 175 years of combined investment experience. Our commitment to customized institutional consulting and education has enabled us to create answers to the investment issues faced by our clients every day. The value of these services is quantifiable. In 1993, we initiated a nationwide effort to provide asset allocation tools, and promoted long-term investment in strategically diversified portfolios. The benefits of education are apparent in the evolution of the distribution of assets in the RC program: Total VantageTrust Investment Allocation: 1993 vs. 2002 Participant Asset Allocation in 1993 Participant Asset Allocation in 2002 RC believes that diversified investment, consistently applied toward specified goals, is the best way to help your employees meet their retirement objectives. In keeping with this philosophy, we offer a wide array of investment products suited to different investment styles and strategies. And we offer further support by providing the educational resources participants need to make informed decisions. Our approach to participant education is designed to help your employees reach a level of sophistication where they will feel comfortable using the tools we provide to reach their investment goals. Our fund offerings* are structured along multiple tracks that attempts to meet the needs of all investors as they design investment programs that meet their specific objectives, levels of risk tolerance, and time horizons: *Please consult both the current specific fund's prospectus and MAKING SOUND INVESTMENT DECISIONS: A Retirement Investment Guide carefully prior to investing any money. Vantagepoint securities are distributed by ICMA RC Services LLC, a broker dealer affiliate of ICMA RC, member NASD/SIPC. ICMA RC Services LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800- 669-7400. /A&, ICMA RETIREMENT CORPORATION 1 22 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments • Lifestyle -type funds for those who want their investments automatically diversified in a defined and consistent manner. • Index funds that provide low-cost access to equity, bond, and international markets, and are designed to closely track a broad and defined market. • Institutionally managed mutual funds that often blend the styles of multiple managers in an effort to invest at the optimal point on the efficient frontier. ■ A series of funds that invest in nationally recognized retail mutual funds. RC: the Manager of Managers With the exception of the stable value PLUS Fund, which is managed by RC, assets of all funds are managed by independent, external managers hired to invest toward defined objectives. This approach allows us to focus exclusively on the interests of our participants -and provides the flexibility to make changes as manager abilities, markets, and investor needs evolve. Our investment group of fourteen professionals, with a combined total of over 175 years of institutional investment experience, is responsible for the selection and monitoring of these outside managers. Our philosophy of diversified and consistent investing, however, is best exemplified by the institutionally managed Vantagepoint Funds. Where possible, multiple managers are employed to blend styles in an effort to invest at the optimal risk/return point (the efficient frontier). Individual managers within a fund are replaced as necessary, which prevents the disruption participants typically experience when retail mutual funds are removed from a program. The Model Portfolio Funds are structured to give participants consistent asset allocations in a fashion similar to defined benefit plan management. Allocations among Vantagepoint funds are defined and assets are reallocated quarterly, or more frequently, when allocation shifts exceed defined parameters. VantageTrust Funds* VantageTrust Funds are exclusively available through our program and are structured to offer the core risk/return options needed for any investment portfolio. Each of the VantageTrust Funds is invested solely in the shares of a single underlying Vantagepoint Fund, which has the same investment objectives as the corresponding VantageTrust Fund. * Please consult both the current specific fund's prospectus and MAKING SOUND INVESTMENT DECISIONS: A Retirement Investment Guide carefully prior to investing any money. Vantagepoint securities are distributed by ICMA RC Services LLC, a broker dealer affiliate of ICMA RC, member NASD/SIPC. ICMA RC Services LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800- 669-7400. /A&, I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 23 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments The first Vantagepoint Funds were registered on March 1, 1999. Predecessor funds operated prior to that date with an exemption from the SEC. The following chart lists the subadvisers of the Vantagepoint Funds, also indicating the inception date of the predecessor fund. Name Morningstar Category Philosophy/ObjectiveFund .. Large . Domestic Stock Funds VantageTrust Growth Fund Large Growth Seeks capital growth through stocks with above- Fidelity Mgmt Trust Co. average potential for corporate earnings growth and Barclays Global Investors by applying a growth strategy. Tukman Capital Mgmt. Brown Capital Mgmt. Peregrine Capital Mgmt. VT American Century Large Growth Seeks aggressive growth of capital by investing in American Century Ultra° Fund' stocks with greater than average growth prospects VT Putnam Voyager Fund Large Growth Seeks rapid growth of capital through small -to -mid- Putnam Management sized companies. VantageTrust 500 Stock Large Blend Seeks growth by paralleling the large cap S&P 500 Barclays Global Investors Index Fund Index. VantageTrust Broad Large Blend Seeks long-term growth by paralleling the broad equity Barclays Global Investors Market Index Fund Wilshire 5000 Index. VantageTrust Growth & Large Blend Seeks long-term growth through capital appreciation T. Rowe Price Assoc. Income Fund and current income. Capital Guardian Wellington Capital Mgmt. VT Calvert Social Large Blend Seeks to invest at least 80% of assets in equity Atlanta Capital Mgmt. Investment Fund securities including common stocks, convertible securities, and preferred stocks. VT Fidelity Contrafund° Large Blend Seeks capital appreciation through out -of -favor, Fidelity Investments turnaround stocks with significant growth potential. VT Fidelity Magellan @2 Large Blend Seeks long-term capital appreciation by investing in Fidelity Investments equity securities with potential for high long-term returns. VT MFS Large Company Large Blend Seeks long-term growth of capital and future income MFS Investment Mgmt Growth Fund rather than current income. Invests primarily in large - cap stocks, but may also invest in mid -cap and international stocks. VantageTrust Equity Large Value Seeks long-term growth through dividend income and T. Rowe Price Assoc. Income Fund capital appreciation. Southeastern Asset Mgmt. Barrow, Hanley, Mewhinney & Strauss VT Lord Abbett Large Large Value Seeks long-term growth of capital and income, Lord Abbett Company Company Value Fund' consistent with low volatility. It primarily invests in large, seasoned companies that are selling at prices the manager believes are undervalued. I C M A RETIRE M ENT CORPORATIO N 1 24 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments Name Morningstar Category Philosophy/Objective'Fund .. Domestic Stock Funds VantageTrust Aggressive Mid -Cap Growth Seeks long-term growth of capital by investing in T. Rowe Price Assoc. Opportunities Fund smaller companies and utilizes both value and growth Wellington Mgmt. Co. strategies. Southeastern Asset Mgmt VantageTrust Mid/Small Mid -Cap Blend Seeks long-term capital appreciation by paralleling the Barclays Global Investors Company Stock Index small and mid cap Wilshire 4500 Index. Fund VT American Century° Mid -Cap Value Seeks growth by investing in stocks perceived to be American Century Value Fund' below market value. Investments VT Gabelli Value Fund Mid -Cap Value -selling Seeks long-term capital appreciation by investing Gabelli Funds stocks perceived to be selling at prices below market value. May be concentrated in a few securities. VT INVESCO Small Small Growth Seeks long-term capital growth. The Fund normally INVESCO Funds Group Company Growth Fund invests at least 65% of assets in companies with market capitalizations of less than $1 billion. VT T. Rowe Price° Small Small Blend Seeks long-term capital growth by investing in the T. Rowe Price Assoc. Cap Stock Funds stocks of rapidly growing small companies. The Fund considers small companies as those with market capitalizations that fall within the range of the Russell 2000 Index. VT T. Rowe Price° Small- Small Value Seeks long-term capital growth by investing primarily T. Rowe Price Assoc. Cap Value Fund Adv5 in small -capitalization companies whose stock prices do not appear to adequately reflect their underlying value. The Fund invests in companies with a market capitalization of $1 billion or less. Foreign/World Stock Funds VT Janus Adviser Series World Stock Seeks to invest primarily in foreign and domestic Janus Capital Mgmt Worldwide Fund stocks. It normally invests in at least five countries, including the U. S. VantageTrust International Foreign Stock Seeks diversification and capital appreciation through Capital Guardian Trust Co. Fund companies doing business outside the U.S. Artisan Partners VantageTrust Overseas Foreign Stock Seeks long-term growth diversification by paralleling Barclays Global Investors Equity Index Fund the non-U.S. equity EAFE Index VT Putnam International Foreign Stock Seeks capital appreciation. Looks to invest in Putnam Investments Growth Fund companies of any size that it judges to be in a strong growth trend or that it believes to be undervalued. May invest in both developed and emerging markets. May engage in various hedging strategies. Bond/Stable VantageTrust PLUS Fund Stable Value Seeks preservation of principal and current income ICMA Retirement Corporation through investment contracts issued by a number of high -quality companies. VantageTrust Cash N/A Seeks current income through money market AIM Advisors Management Fund' instruments and short-term bonds. �� I C M A RETIREM ENT CORPORATION 1 25 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments Fund Name Morningstar Category Philosophy/Objective .. :.Funds VantageTrust US Intermediate Seeks income and return equivalent to intermediate- Seix Inv. Advisors, Inc. Government Securities Govt. term (5-15 years) fixed -income securities, while Fund minimizing credit risk. VantageTrust Core Bond Intermediate Seeks long-term capital growth and current income. Vantagepoint Investment Index Fund Term Bond The fund normally invests up to 75% of assets in Advisors domestic and foreign equities. It may also invest in preferred stocks, warrants, convertibles and debt. VT PIMCO Total Return Intermediate Seeks to invest at least 65% of assets in debt Pacific Investment Mgmt. Bond Fund Term Bond securities, corporate bonds, and mortgage related securities. VT PIMCO High Yield Bond High Yield Bond Seeks to invest mainly in bonds that are obligations of Pacific Investment Mgmt. Fund U.S. corporations. It also typically invests in securities that are below investment in quality and have intermediate to long-term maturities. Domestic VantageTrust Savings Domestic Hybrid The fund's primary investment objective is to provide Vantagepoint Investment Oriented Fund conservation of principal, reasonable current income, Advisors and the potential for limited profit. VantageTrust Conservative Domestic Hybrid The fund's primary investment objective is to provide Vantagepoint Investment Growth Fund conservation of principal, reasonable current income, Advisors and small growth potential through exposure to stocks. VantageTrust Traditional Domestic Hybrid The fund's primary investment objective is to offer Vantagepoint Investment Growth Fund capital growth with moderate risk through exposure to Advisors domestic and international stocks. VantageTrust Long -Term Large Growth The fund's primary objective is to offer significant Vantagepoint Investment Growth Fund growth potential through substantial exposure to Advisors domestic and international stocks. VantageTrust Model Large Growth The fund's primary objective is to offer high long-term Vantagepoint Investment Portfolio All -Equity Growth capital growth through exposure to stocks. Advisors Fund VantageTrust Asset Domestic Hybrid Seeks conservative growth by actively allocating assets Mellon Capital Mgmt. Allocation Fund among stocks, bonds and cash. Designed to take advantage of volatile markets by varying the percentage mix of those asset classes. VT Fidelity Puritan° Fund Domestic Hybrid Seeks total return through high current income by Wilshire Asset Mgmt. investing in a diversified portfolio of high -yielding stocks and bonds. I- Investments in the Cash Management Fund are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. * Please consult both the current specific fund's prospectus and MAKING SOUND INVESTMENT DECISIONS: A Retirement Investment Guide carefully prior to investing any money. Vantagepoint securities are distributed by ICMA RC Services LLC, a broker dealer affiliate of ICMA RC, member NASD/SIPC. ICMA RC Services LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800- 669-7400. ICMA RETIREMENT CORPORATION 1 26 The City of Vernon, California Section 457 Deferred Compensation Plan quality Investments RC's Due Diligence Process RC conducts independent oversight and review of all funds offered to plans (with the exception of the PLUS Fund, which is managed in-house). RC's Investments Division is responsible for the management of all assets in the VantageTrust. All Vantagepoint funds are funds created by RC, and each has a stated investment objective. RC hires professional investment management organizations (referred to as subadvisers) to manage specific segments of each fund. Each subadviser is in turn bound by a set of guidelines specific to the Vantagepoint fund segment they are hired to manage. The guidelines not only characterize the investment objectives, but also set limits on the types of securities each subadviser is allowed to invest in. These limits are designed to control the risk of the portfolio, yet allows the manager to add value to the Vantagepoint fund in its area of expertise. Riskier types of investments and strategies are specifically addressed in each manager's assignment and are monitored closely by RC. Each subadviser's portfolio is analyzed regularly. Risk, return and diversification measures are assessed for each subadviser and for the entire Vantagepoint fund. RC uses several types of analytical software to independently evaluate each portfolio, performance and transactions. Analytical tools are combined with qualitative research to: • Confirm that the objectives and guidelines of each fund are met; ■ Measure the risk, return and diversification of the portfolio; and • Make any appropriate adjustments to the portfolios to maintain the overall investment objectives of the Vantagepoint fund. RC also offers a number of popular mutual funds in the VantageTrust Mutual Fund Series. RC monitors these funds as well, but unlike the Vantagepoint funds, RC does not have control over the investment objectives and guidelines of these funds. Both quantitative and qualitative analyses are conducted to determine the fund's adherence to stated objectives, prospectus parameters, and to identify the specific types of risk incurred by the fund. Regular analysis and reporting are done. Adjustments to the VantageTrust Mutual Fund Series are made when a fund fails to meet RC's expectations for the fund given the fund's stated objectives. This independent oversight allows RC to add a level of portfolio analysis and risk management over the subadvisers, Vantagepoint funds and VantageTrust Mutual Fund Series funds. I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 27 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments Performance The Vantagepoint Perspective is our online quarterly investment newsletter supplement that provides current fund performance, benchmarks, and data for funds of the VantageTrust. Fund Name DomesticLarge Cap Vanta eTrust Growth Fund Yearto Date 16.01% Annualized I Year 23.26% Returns as of September 3 Year -12.77% (Net 30, 5 Year 4.42% of Fees) 00 10 Year 8.55% Since Incept - Incept Date 4 83 VT American Century Ultra° Fund' 14.90% 18.89% -14.61% 0.69% - 5.75% 1/96 VT Putnam Voyager Fund 14.51% 20.28% -17.92% 1.14% - 7.41% 6/95 Vanta eTrust 500 Stock Index Fund 14.13% 23.72% -10.65% 0.38% - 3.40% 6/97 Vanta eTrust Broad Market Index Fund 16.43% 25.39% -10.45% 1.33% - 9.38% 10/94 Vanta eTrust Growth & Income Fund 15.65% 26.15% -6.05% - - 7.02% 10/98 VT Calvert Social Investment Fund 11.14% 23.23% - - - 13.97% 7/02 VT Fidelity Contrafund° 14.69% 16.02% -5.60% 5.17% - 9.35% 1/96 VT Fidelitv Ma ellan° z 12.33% 20.73% -11.97% 1.30% - 5.81% 1/96 VT MFS Large Company Growth Fund 13.84% 16.70% -19.29% - - 0.40% 10/98 Vanta eTrust Equity Income Fund 16.10% 21.78% 3.21% 3.98% - 11.07% 4/94 VT Lord Abbett Lar a Company Value Fund DomesticMid/Small Cap Vanta eTrust Aggressive Opportunities Fund 14.72% 29.09% 26.32% 34.55% - -17.44% - 4.21% - - -3.03% 9.64% 10/00 10/94 Vanta eTrust Mid/Small Co Stock Index Fund 25.22% 31.92% -9.21% 4.82% - 4.31% 6/97 VT American CenturyO Value Fund' 13.31% 22.67% 7.81% 7.46% - 5.64% 9/97 VT Gabelli Value Fund 14.91% 28.72% -0.57% 7.88% - 11.50% 10 95 VT INVESCO Small Company Growth Fund 21.62% 27.66% - - - -18.60% 10/00 VT T. Rowe PriceO Small Cap Stock Funds 16.07% 24.25% - - - 2.48% 10/00 VT T. Rowe Price° Small Cai2 Value Funds Foreign/World Stock Funds VT ]anus Adviser Series Worldwide Fund 8.79% 12.30% - - - 15.74% 6.58% 7/02 7 02 Vanta eTrust International Fund 14.20% 21.30% -10.01% 0.49% 1.95% 10 94 Vanta eTrust Overseas Equity Index Fund 17.81% 25.14% -9.40% -0.41% - -1.21% //97 VT Putnam International Growth Fund Bond/Stable Vanta eTrust PLUS Fund* 11.95% 3.91% 20.97% 4.02% -10.05% 4.62% - 5.03% - 5.66% -1.30% - 6/99 1/91 Vanta eTrust Cash Management Fund** 0.28% 0.49% 2.06% 3.18% 3.65% - 2/89 Vanta eTrust US Government Securities Fund 1.75% 2.28% 7.35% 4.95% 5.28% - 7/92 Vanta eTrust Core Bond Index Fund 3.49% 5.08% 8.71% 5.80% 5.88% - 12/74 VT PIMCO Total Return Bond Fund 4.44% 6.76% - - - 8.97% 7/02 VT PIMCO High Yield Bond Fund 16.56% 26.78% - - I - 1 26.39% 7/02 /A, ICMA RETIRE M ENT CO RPO RATIO N 28 The City of Vernon, California Section 457 Deferred Compensation Plan Quality Investments Fund Name Domestic Vanta eTrust Savings Oriented Fund Yearto Date 5.71% Annualized 1 Year 8.30% Returns as of September 3 Year 2.76% (Net of Fees) 30, 00 5 Year 10 Year 4.45% - Since Incept 6.48% Incept Date 2/95 Vanta eTrust Conservative Growth Fund 8.61% 12.08% 0.15% 4.46% - 6.26% 4/96 Vanta eTrust Traditional Growth Fund 11.85% 16.73% -2.95% 4.45% - 6.51% 4/96 Vanta eTrust Long -Term Growth Fund 15.30% 21.56% -5.72% 5.58% - 6.77% 4/96 Vanta eTrust All -Equity Growth Fund 18.01% 25.39% - - - -9.22% 10/00 Vanta eTrust Asset Allocation Fund 1 14.32% 24.96% -4.37% 1.66% 7.94% - 12/74 VT FidelityPuritan° Fund 10.67% 18.23% 0.96% 1 4.39% - 1 8.26% 6/95 *Because there is no trading market for investment contracts, PLUS Fund returns consist of yield only. Returns are annualized for ease of comparison with other stable value investments. The minimum annualized effective yield for the fund for the three-month period ending 12/31/03 is 3.52%. **Investments in the VantageTrust Cash Management Fund are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. 'American Century & Ultra are registered trademarks of American Century Services Corporation. z Closed to new plans 3 Invests solely in MFS Massachusetts Investors Growth Stock Fund. 4Invests solely in the Lord Abbett Affiliated Fund. 5 T. Rowe Price is a registered trademark of T. Rowe Price Group, Inc. - all rights reserved. Adviser series fund invests solely in underlying fund. Adviser series created 03/2000 - fund data provided for underlying fund. Please note that the Adviser Series Fund and the underlying Fund are two separate and distinct Funds. Categories are from Morningstar as of 3/31/03 for underlying funds where available. Category for the PLUS Fund was determined by ICMA-RC based on underlying fund characteristics. Morningstar, Inc. is a global investment research firm that is not affiliated with ICMA-RC. Morningstar used as a source for some data. * This information is being provided for educational purposes only and is not intended to be construed as or relied upon as investment advice. This information is not intended to be construed as a solicitation for particular product or security. Performance reflected above represents past performance. Investment returns and principal value of an investment will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance is not indicative of future returns. Individuals are advised to consider any new investment strategies carefully prior to implementing. Please consult both the current Vantagepoint Funds prospectus and MAKING SOUND INVESTMENT DECISIONS. A Retirement Investment Guide, which contains additional information on management fees, other fund expenses, and investment risks and objectives carefully prior to investing any money. Vantagepoint securities are distributed by ICMA RC Services LLC, a broker dealer affiliate of ICMA RC, member NASD/SIPC. ICMA RC Services LLC, 777 North Capitol Street NE, Washington, DC 20002-4240. 1-800-669-7400. iA&, ICMA RETIREM ENT CORPORATIO N 29 The City of Vernon, California Section 457 Deferred Compensation Plan Commitment to the Public Sector About the ICMA Retirement Corporation The ICMA Retirement Corporation is a not -for -profit corporation that administers retirement plans for state and local government employers exclusively. RC was founded through the International City/County Management Association (ICMA) in 1972 with a grant from the Ford Foundation. From the beginning, our sole purpose has been to provide low-cost, portable retirement plans tailored to the needs of public sector employees. We administered the first nationally available deferred compensation plan in 1972, and in 1985 we began offering qualified defined contribution plans. The quality of our service is reflected in our growth: in the past five years the RC program has more than doubled. There are now more than 625,000 public employees with total assets of approximately $18 billion participating in RC plans. RC serves as the investment adviser to the ICMA Retirement Trust (Trust), a separate entity established in 1983 to provide for the commingled investment of the assets of retirement plans administered by RC. As an instrumentality of state and local governments, the Trust has received an exemption from registration with the SEC —but in many ways, it functions like a registered investment company. The Trust offers a range of funds, all of which have been designed for retirement plan investment. On June 21, 2001, the Trust converted its form of organization to a bank trust company to be known as VantageTrust Company ("Trust Company'. VantageTrust Company sponsors a trust that is virtually identical to the Retirement Trust. The Trust Company is a non -depository New Hampshire Banking Corporation governed by a nine -member Board of Directors, five of whom must be full-time employees of Public Employers, one of whom, at the time of election, must be a present or former member of the Executive Board of the International City/County Management Association, and one of whom, at the time of election, must be a present or former Director of the Retirement Corporation. Three of the Directors are nominated for election by Public Employers that have adopted the Retirement Trust or who have previously adopted the ICMA Retirement Trust, each Public Employer having one vote. Participants experienced no change in investment options, services or fees as a result of this change. The same persons who served on the Board of the Retirement Trust, at the time of conversion, also served as the directors of VantageTrust Company, immediately following the conversion. /�� ICMA RETIREMENT C O R P O RATIO N 1 30 The City of Vernon, California Section 457 Deferred Compensation Plan Commitment to the Public Sector The RC System The Retirement Corporation, an independent and not -for -profit corporation with no commercial affiliations, is one of several associated but legally separate entities: • The ICMA Retirement Corporation, which serves as investment adviser to the VantageTrust. RC is not a subsidiary of any corporation. • The VantageTrust, which holds the pooled retirement investments of participants in RC - administered 457 and 401 plans. Participant assets are allocated among the Trust's investment funds. Employers become eligible to participate in the Trust by Resolution passed by their governing body. The Trust may not accept contributions in the absence of such a resolution. • ICMA-RC Services, LLC, which is the broker -dealer affiliate through which Vantagepoint securities are distributed. ICMA-RC Services, LLC is a member of the NASD/SIPC. ■ The Vantagepoint Funds, which are sponsored by RC, is a SEC -registered "series" investment company (mutual fund) offering 19 distinct portfolios. Each portfolio has a different investment objective and strategy. Thirteen of the funds of the VantageTrust each invest solely in the shares of a corresponding Vantagepoint Fund, with each Vantagepoint Fund having investment objectives that are identical to those of the investing Trust Fund. • Vantagepoint Investment Advisers, LLC (VIA), which serves as investment adviser to The Vantagepoint Funds. VIA is an affiliate of RC. ■ Vantagepoint Transfer Agents, LLC (VTA), which serves as transfer agent for The Vantagepoint Funds. VTA is an affiliate of RC. Sponsoring Organizations RC's program is endorsed by the following public sector organizations: ■ American Association of Airport Executives ■ American Institute of Certified Planners ■ American Planning Association ■ American Public Gas Association ■ American Public Power Association ■ American Public Transit Association ■ American Public Works Association ■ American Society for Public Administration • Building Officials and Code Administrators, International ■ Government Finance Officers Association ■ International Association of Assessing Officers ■ International Association of Chiefs of Police ■ International Association of Fire Chiefs ■ International City/County Management Association ■ International Institute of Municipal Clerks ■ International Municipal Lawyers Association ■ National Association of Regional Councils ■ National League of Cities • Public Risk Management Association I C M A RETIREM ENT CORPORATION 31 The City of Vernon, California Section 457 Deferred Compensation Plan Commitment to the Public Sector Vantagepoint Public Employee Memorial Scholarship Fund RC has established the only competitive scholarship program of its kind serving public employees. The Vantagepoint Public Employee Memorial Scholarship Fund assists the children and/or spouses of deceased public employees who died in the line of duty, who plan to continue to education in college or vocational school programs. Scholarships are offered each year for full- time study at an accredited institution of the student's choice. This scholarship program is administered by Scholarship Management Services, a department of Citizens' Scholarship Foundation of America, Inc. (CSFA). CSFA is a national nonprofit educational support and student aid service organization that seeks to involve and assist the private sector in expanding educational opportunities and encouraging educational achievement. I C M A R E T I R E M E N T C 0 R P 0 R A T I O N 1 32