RES 1385 05/12/2009 CITY OF CIBOLO
RESOLUTION NO. 1 5
A RESOLUTION ADOPTING THE INTERNATIONAL
CITY MANAGEMENT ASSOCIATION RETIREMENT
CORPORATION DEFERRED COMPENSATION PLAN
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS ("Employer"):
WHEREAS,the Employer has employees rendering valuable services; and
WHEREAS, the establishment of a deferred compensation plan for such employees serves the interest of
the Employer by enabling it to provide reasonable retirement security for its employees, by providing
increased flexibility in its personnel management system, and by assisting in the attraction and retention
of competent personnel; and
WHEREAS, the Employer has determined that the establishment of a deferred compensation plan to be
administered by the ICMA Retirement Corporation serves the above objectives; and
WHEREAS, the Employer desires that its deferred compensation plan be administered by the ICMA
Retirement Corporation, and that some or all of the funds held under such plan be invested in the Vantage
Trust Company, a trust established by public employers for the collective investment of funds held under
their retirement and deferred compensation plans;
NOW THEREFORE BE IT RESOLVED that the Employer hereby adopts the deferred compensation
plan(the"Plan") in the form of:
o The ICMA Retirement Corporation Deferred Compensation Plan and Trust,referred to as
Appendix A
o The plan provided by the Employer
BE IT FURTHER RESOLVED that the Employer hereby executes the Declaration of Trust of the
Vantage Trust Company, attached hereto as Appendix B, intending this execution to be operative with
respect to any retirement or deferred compensation plan subsequently established by the Employer;if the
assets of the plan are to be invested in the Vantage Trust Company.
BE IT FURTHER RESOLVED that the Employer hereby agrees to serve as trustee under the Plan.
BE IT FURTHER RESOLVED that the Employer hereby agrees to serve as trustee under the Plan.
BE IT FURTHER RESOLVED that the City Manager, or his designee, shall be the coordinator for this
program; shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the
Vantage Trust Company; shall cast, on behalf of the Employer, any required votes under the Vantage
Trust Company; Administrative duties to carry out the plan may be assigned to the appropriate
departments, and is authorized to execute all necessary agreements with ICMA Retirement Corporation
incidental to the administration of the Plan.
BE IT FURTHER RESOLVED that this Resolution shall be in full force and effect from and after its
passage.
ADOPTED THIS 12th DAY OF MAY, 2009
•i `ki
Je.fer Hartman
Mayor
City of Cibolo, TX
ATTEST:
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Peggy Cimics, TMRC
City Secretary
City of Cibolo, TX
(SEAL)
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DEFERRED COMPENSATION PLAN AND TRUST
As Amended and Restated Effective January 1, 2006
Article I. Purpose
The Employer hereby establishes and maintains 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 in writing to carry out certain nondiscretionary administrative
functions under the Plan, as hereinafter described. The Employer may remove any person as Administrator upon
75 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 75 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 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,the Income Tax Regulations thereunder, and any other IRS guidance.
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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"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. For purposes of a Participant's Joinder Agreement only and not for purposes
of the limitations in Article V,Includible Compensation shall include any employer 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 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 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
no event may a Participant's normal retirement age be different than the normal retirement age under the Employer's
other 457(b) plans,if any.
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.
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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 an employee or former Employee of the Employer who has not
yet received all of the payments of benefits to which he/she is entitled under the Plan.
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.
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, induding 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.
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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 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 Includible Compensation for the year, or
(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 in a manner and at a time permitted under Section 1.457-4(d) of the Income Tax Regulations.
Pursuant to proposed IRS regulations issued under Section 415 of the Code,the Plan may permit deferrals from
compensation,including sick,vacation and back pay, so long as the amounts are paid within 21 months following
severance from employment and the other requirements of Sections 457(b) and 415 of the Code are met.Additionally,
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the agreement to defer such amounts must be entered into prior to the first day of the month in which the amounts
otherwise would be paid or made 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 or other applicable Internal Revenue Service guidance.
5.06 Protection of Person Who Serves in a Uniformed Service. An Employee whose employment is interrupted by
qualified military service under Section 414(u) of the Code or who is on leave of absence for qualified military service
under Section 414(u) of the Code may elect to contribute additional Deferred Compensation upon resumption of
employment with the Employer equal to the maximum Deferred Compensation that the Employee could have elected
during that period if the Employee's employment with the Employer had continued (at the same level of Includible
Compensation)without the interruption or leave,reduced by Deferred Compensation, if any, actually made for the
Employee during the period of the interruption or leave. This right applies for five years following the resumption of
employment(or,if sooner, for a period equal to three times the period of the interruption or leave).
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 or to the extent that such powers are restricted by applicable law.
(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.
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(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.
(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.
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.
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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:
(1) 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;
(2) The other employer's plan provides that such transfer will be made; and
(3) 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 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:
(1) 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;
(2) The other employer's plan provides that such transfer will be accepted;
(3) 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
(4) 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
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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:
(1) The Employer's other plan provides that such transfer will be made;
(2) 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
(3) 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:
(1) The Employer's other plan provides that such transfer will be accepted;
(2) 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
(3) 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.
6.11 Eligible Rollover Distributions.
(a) Incoming Rollovers:An eligible rollover distribution may be accepted from an eligible retirement plan and
credited to a Participant's 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 402(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.
(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
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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.
(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).
6.14 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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(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 permitted 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 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) of the Code.
7.04 Minimum Required Distributions. Notwithstanding any provision of the Plan to the contrary,the Plan shall
comply with the minimum required distribution rules set forth in Sections 457(d)(2) and 401(a)(9) of the Code,
including the incidental death benefit requirements of Section 401(a)(9)(G) of the Code.
7.05 Post-Retirement Death Benefits.
(a) Should the Participant die after he or 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 benefits payable under the payment option applicable to the Beneficiary shall,subject to the
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requirements set forth in Section 7.04,be paid to an additional beneficiary designated by the Beneficiary. If
no additional beneficiary is named,payment shall be made to the Beneficiary's estate in a lump sum.
(c) In the event that the Participant's estate is the Beneficiary,payment shall be made to the estate in a lump sum.
7.06 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.
7.07 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
of a Participant or Beneficiary resulting from an illness or accident of the participant or beneficiary,the
Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent (as defined in Section
152 of the Code, and,for taxable years beginning on or after January 1,2005,without regard to Sections
152(b)(1), (b)(2), and(d)(1)(B) of the Code); 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 similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant or the Beneficiary. For
example,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. Finally,the need to pay for the funeral expenses of a spouse or a dependent(as
defined in section 152 of the Code, and,for taxable years beginning on or after January 1,2005,without
regard to Sections 152(b)(1), (b)(2),and(d)(1)(B) of the Code) may also constitute an unforeseeable
emergency.Except as otherwise specifically provided in this Section 7.07(b), the purchase of a home and the
payment of college tuition are not unforeseeable emergencies.
7.08 In-Service Distribution of Rollover Contributions. Effective January 1, 2006,the Employer may elect to
allow Participants to receive an in-service distribution of amounts attributable to rollover contributions to the Plan. If
the Employer has elected to make such distributions available, a Participant that has a separate account attributable
to rollover contributions to the Plan,may at any time request a distribution of all or any portion of the amount
attributable to his or her rollover contribution.
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7.09 In-Service Distribution to Participants Age 70-1/2 or Older. A Participant who has reached age 70' and
has not yet had a Severance Event,may,at any time, request a distribution of all or a part of his or her Account.A
Participant may only receive two (2) such distributions pursuant to this Section 7.09 in any calendar year.
7.10 Distribution De Minimis Accounts. Notwithstanding the foregoing provisions of this Article VII:
(a) Mandatory Distribution. 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:
(1) 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
(2) There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10.
(b) Voluntary Distribution. 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,the Participant may elect to receive his or her entire Account
in a lump sum payment if:
(1) 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
(2) There has been no prior distribution under the Plan to the Participant pursuant to this Section 7.10.
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.
(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.
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(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
(i) 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; or
(ii) 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.
(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.
(j) 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 participant's right, title and interest in and to his
or her Account.
(1) 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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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 supersede 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 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.
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9.04 Reporting Duties. The Deemed IRA Trustee shall be subject to the reporting requirements of Section 408(i) 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 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 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 with 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 Income Tax 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 Income Tax Regulations (or Section 1.401(a)(9)-6 of the Income Tax
Regulations, as applicable),rather than paragraphs (2), (3) and(4) below and Section 9.05(f). The
minimum required distributions calculated for this IRA maybe 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
15
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
401(a)(9)-9 of the Income Tax Regulations, using the Employee's age 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. 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:
(i) 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)(iii)
below if longer.
(ii) 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)(iii)
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)(iii) below, over such period.
(iii) If there is no Beneficiary, or if applicable by operation of paragraph (1)(i) or(1)(ii) above,
the remaining interest will be distributed over the Employee's remaining life expectancy
determined in the year of the Employee's death.
(iv) The amount to be distributed each year under paragraph (1)(i), (ii), or(iii),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 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(i), (ii), or(iii) 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:
(i) 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
16
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)(iii) below.
(ii) 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)(iii) 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)(iii) 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.
(iii) If there is no Beneficiary, or if applicable by operation of paragraph (2)(i) or(2)(ii) 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)(ii) above).
(iv) The amount to be distributed each year under paragraph (2)(i) or (ii) is the quotient to
be 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)(i) or (ii) and reduced by 1 for each
subsequent year.
(v) 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.
(vi) 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 and Section
1.408-2T of the Income Tax Regulations
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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
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 another IRA other than a Roth IRA
(a"nonRoth IRA"). Contributions may be limited under(3) through (5) below.
(2) Applicable Amount. The applicable amount is determined under(i) or(ii) below:
(i) 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.
(ii) 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)(i) and(ii) 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) If(i) and/or(ii) below apply, the maximum regular contribution that can be made to all the
Employee's Roth IRAs for the taxable year is the smaller amount determined under(i) or(ii).
18
(i) 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:
Modified AGI
Filing Status Full Phase-out No
Contribution Range Contribution
Single or Head $95,000 or less Between$95,000 $110,000
of Household and$110,000 or more
Joint Return
or Qualifying $150,000 or less Between$150,000 $160,000
Widower and$160,000 or more
Married- Between$0 $10,000
Separate Return $0 and$10,000 or more
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 not reduced below$200.
(ii) 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) Qualified 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) ModifiedAGI 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
19
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 of the Code 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 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) (or
Section 1.401(a)(9)-6 of the Income Tax Regulations,as applicable),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:
(i) 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 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)(iii) below.
(ii) 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)(iii) 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)(iii) 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.
20
(iii) If there is no Beneficiary, or if applicable by operation of paragraph (2)(i) or(2)(ii) above,the
entire interest will be distributed 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(ii) above).
(iv) The amount to be distributed each year under paragraph (2)(i) or(ii) 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)(i) or(ii) 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.
(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 and Section
1.408-2T 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 (1) relates to the provision of child support,alimony payments, or marital
property rights and(2) is made pursuant to a state domestic relations law,and (3) 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
21
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 Employer's 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 judgment, 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 Participant's Account and thereby
reduce the Employer's obligation to pay benefits to the Participant. In the course of any 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.
10.03 IRS Levy. Notwithstanding Section 10.01, the Administrator may pay from a Participant's or Beneficiary's Account
balance the amount that the Administrator finds is lawfully demanded under a levy issued by the Internal Revenue
Service with respect to that Participant or Beneficiary or is sought to be collected by the United States Government
under a judgment resulting from an unpaid tax assessment against the Participant or Beneficiary.
10.04 Mistaken Contribution. To the extent permitted by applicable law, if any contribution (or any portion of
a contribution) is made to the Plan by a good faith mistake of fact, then after the payment of the contribution,
and upon receipt in good order of a proper request approved by the Administrator, the amount of the mistaken
contribution (adjusted for any income or loss in value, if any,allocable thereto) shall be returned directly to the
Participant or, to the extent required or permitted by the Administrator, to the Employer.
10.05 Payments to Minors and Incompetents. If a Participant or Beneficiary entitled to receive any benefits hereunder
is a minor or is adjudged to be legally incapable if giving valid receipt and discharge for such benefits, or is deemed so
by the Administrator,benefits will be paid to such persons as the Administrator may designate for the benefit of such
Participant or Beneficiary. Such payments shall be considered a payment to such Participant or Beneficiary and shall,
to the extent made, be deemed a complete discharge of any liability for such payments under the Plan.
10.06 Procedure When Distributee Cannot Be Located. The Administrator shall make all reasonable attempts to
determine the identity and address of a Participant or a Participant's Beneficiary entitled to benefits under the Plan.
For this purpose, a reasonable attempt means (a) the mailing by certified mail of a notice to the last known address
shown on the Employer or Administrator's records, (b) notification sent to the Social Security Administration or the
Pension Benefit Guarantee Corporation (under their program to identify payees under retirement plans), and(c) the
payee has not responded within 6 months. If the Administrator is unable to locate such a person entitled to benefits
hereunder, or if there has been no claim made for such benefits,the Trust shall continue to hold the benefits due such
person.
Article XI. R elationship 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
22
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(a) all assets held by the Plan (other than Deemed IRAs) are transferred; (b) the receiving plan provides
for the receipt of transfers; (c) 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(d) the
Participants or Beneficiaries whose deferred amounts are being transferred is not eligible for additional annual deferrals in the
receiving plan unless the Participants or Beneficiaries are performing services for the employer maintaining the receiving plan.
Except as may be required to maintain the status of the Plan as an eligible deferred compensation plan under Section 457(6) 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.
23
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(a)(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:
(a) 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:
1. 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 the ICMA Retirement
Trust(in which case the obligation of the Group Trust shall run to the ICMA Retirement Trust); and
2. 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.
(b) Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to
the Group Trust as follows:
1. 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.
2. 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.
3. 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.
1
4. 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.
(c) 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.
(d) 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.
IN WITNESS WHEREOF,the Trustee has executed this Declaration of Trust as of the day and year first above written.
VANTAGETRUST COMPANY
By: 6);v1.2L
C .)h1 at
Name: Angela Montez
Tide: Assistant Secretary
2
ICMA-RC Services LLC, a wholly owned broker-dealer subsidiary of ICMA-RC, member NASD/SIPC.
ATTN:NEW BUSINESS UNIT ANALYST
P.O. BOX 96220
WASHINGTON, DC 20090-6220
1-800-669-7400
WWW.ICMARC.ORG
EN ESPAWOL LLAME AL 1-800-669-8216
BKT000-014-200704-454
ADMINISTRATIVE SERVICES AGREEMENT
Between
ICMA Retirement Corporation
and
City of Cibolo
Type: 457
Account#: 306592
Plan number 306592
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement("Agreement"), made as of the day
of , 2009 (herein referred to as the"Inception Date"),between the International
City/County Management Association Retirement Corporation("ICMA-RC"), a
nonprofit corporation organized and existing under the laws of the State of Delaware, and
the City of Cibolo ("Employer"), a city organized and existing under the laws of the State
of Texas with an office at 209 South Main Street, Cibolo, Texas 78108.
RECITALS
Employer acts as a public plan sponsor for a retirement plan("Plan")with
responsibility to obtain investment alternatives and services for employees participating
in that Plan;
VantageTrust(the"Trust") is a common law trust governed by an elected Board
of Trustees for the commingled investment of retirement funds held by various state and
local governmental units for their employees;
ICMA-RC acts as investment adviser to the Trust; ICMA-RC has designed, and
the Trust offers, a series of separate funds (the"Funds")for the investment of plan assets
as referenced in the Trust's principal disclosure document, "Making Sound Investment
Decisions:A Retirement Investment Guide." ("Retirement Investment Guide").
The Funds are available only to public employers and only through the Trust and
ICMA-RC.
In addition to serving as investment adviser to the Trust, ICMA-RC provides a
complete offering of services to public employers for the operation of employee
retirement plans including,but not limited to, communications concerning investment
alternatives, account maintenance,account record-keeping, investment and tax reporting,
transaction processing,benefit disbursement, and asset management.
AGREEMENTS
1. Appointment of ICMA-RC
Employer hereby appoints ICMA-RC as Administrator of the Plan to perform all
nondiscretionary functions necessary for the administration of the Plan with respect to
assets in the Plan deposited with the Trust. The functions to be performed by ICMA-RC
shall be those set forth in Exhibit A to this Agreement.
2
Plan number 306592
2. Adoption of Trust
Employer has adopted the Declaration of Trust of VantageTrust and agrees to the
commingled investment of assets of the Plan within the Trust. Employer agrees that
operation of the Plan and the investment, management, and distribution of amounts
deposited in the Trust shall be subject to the Declaration of Trust, as it may be amended
from time to time and shall also be subject to terms and conditions set forth in disclosure
documents (such as the Retirement Investment Guide or Employer Bulletins)as those
terms and conditions may be adjusted from time to time. It is understood that the term
"Employer Trust"as it is used in the Declaration of Trust shall mean this Administrative
Services Agreement.
3. Employer Duty to Furnish Information
Employer agrees to furnish to ICMA-RC on a timely basis such information as is
necessary for ICMA-RC to carry out its responsibilities as Administrator of the Plan,
including information needed to allocate individual participant accounts to Funds in the
Trust, and information as to the employment status of participants, and participant ages,
addresses, and other identifying information (including tax identification numbers).
ICMA-RC shall be entitled to rely upon the accuracy of any information that is furnished
to it by a responsible official of the Employer or any information relating to an individual
participant or beneficiary that is furnished by such participant or beneficiary, and ICMA-
RC shall not be responsible for any error arising from its reliance on such information.
ICMA-RC will provide account information in reports, statements or accountings.
Employer is required to send in contributions through EZLink,the online plan
administration tool provided by ICMA-RC. Alternative electronic methods may be
allowed,but must be approved by ICMA-RC for use. Contributions may not be sent
through paper submittal documents.
4. Certain Representations and Warranties
ICMA-RC represents and warrants to Employer that:
(a) ICMA-RC is a non-profit corporation with full power and authority to
enter into this Agreement and to perform its obligations under this
Agreement. The ability of ICMA-RC to serve as investment adviser to the
Trust is dependent upon the continued willingness of the Trust for ICMA-
RC to serve in that capacity.
(b) ICMA-RC is an investment adviser registered as such with the U.S.
Securities and Exchange Commission under the Investment Advisers Act
of 1940, as amended. ICMA-RC Services,LLC (a wholly owned
subsidiary of ICMA-RC) is registered as a broker-dealer with the U.S.
Securities and Exchange Commission ("SEC") and is a member in good
3
Plan number 306592
standing with Financial Industry Regulatory Authority ("FINRA") and the
Securities Investor Protection Corporation("SIPC").
(c) ICMA-RC shall maintain and administer the Plan in compliance with the
requirements for eligible deferred compensation plans under Section 457
of the Internal Revenue Code and other applicable federal law;provided,
however,that ICMA-RC shall not be responsible for the eligible status of
the Plan in the event that the Employer directs ICMA-RC to administer the
Plan or disburse assets in a manner inconsistent with the requirements of
Section 457 or otherwise causes the Plan not to be carried out in
accordance with its terms. Further, in the event that the Employer uses its
own customized plan document, ICMA-RC shall not be responsible for
the eligible status of the Plan to the extent affected by terms in the
Employer's plan document that differ from those in ICMA-RC's standard
plan document. ICMA-RC shall not perform any service that ICMA-RC,
in its sole judgment, considers might cause ICMA-RC to be treated as a
"fiduciary" of the Plan under applicable law.
Employer represents and warrants to ICMA-RC that:
(d) Employer is organized in the form and manner recited in the opening
paragraph of this Agreement with full power and authority to enter into
and perform its obligations under this Agreement and to act for the Plan
and participants in the manner contemplated in this Agreement. Execution,
delivery, and performance of this Agreement will not conflict with any
law, rule,regulation or contract by which the Employer is bound or to
which it is a party.
(e) Employer understands and agrees that ICMA-RC's sole function under
this Agreement is to act as recordkeeper and to provide administrative,
investment or other services at the direction of Plan participants,the
Employer, its agents or designees in accordance with the terms of this
Agreement. Under the terms of this Agreement,ICMA-RC does not
render investment advice, is not the Plan Administrator or Plan Sponsor as
those terms are defined under applicable federal, state, or local law, and
does not provide legal,tax or accounting advice with respect to the
creation, adoption or operation of the Plan and the Trust.
(f) Employer acknowledges that certain such services to be performed by
ICMA-RC under this Agreement may be performed by an affiliate or
agent of ICMA-RC pursuant to one or more other contractual
arrangements or relationships, and that ICMA-RC reserves the right to
change vendors with which it has contracted to provide services in
connection with this Agreement without prior notice to Employer.
4
Plan number 306592
5. Participation in Certain Proceedings
The Employer hereby authorizes ICMA-RC to act as agent,to appear on its behalf, and to
join the Employer as a necessary party in all legal proceedings involving the garnishment
of benefits or the transfer of benefits pursuant to the divorce or separation of participants
in the Employer Plan. Unless Employer notifies ICMA-RC otherwise,Employer consents
to the disbursement by ICMA-RC of benefits that have been garnished or transferred to a
former spouse, current spouse, or child pursuant to a domestic relations order or child
support order.
6. Compensation and Payment
(a) Plan Administration Fee. The amount to be paid for plan administration
services under this Agreement shall be 0.55%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.
(b) Mutual Fund Services Fee. There is an annual charge of 0.15%assessed
against average daily net Plan assets invested in the Trust's non-
proprietary funds of VantageTrust.
(c) Compensation for Management Services to the Trust, Compensation for
Advisory and other Services to The Vantagepoint Funds and Payments
from Third-Party Mutual Funds. Employer acknowledges that in addition
to amounts payable under this Agreement, ICMA-RC receives fees from
the Trust for investment management services furnished to the Trust.
Employer further acknowledges that certain wholly owned subsidiaries of
ICMA-RC receive compensation for advisory and other services furnished
to The Vantagepoint Funds,which serve as the underlying portfolios of a
number of Funds offered through the Trust. The fees referred to in this
subsection are disclosed in the Retirement Investment Guide. These fees
are not assessed against assets invested in the Trust's Mutual Fund Series.
In addition,to the extent that third party mutual funds are included in the
investment line-up for the Plans, ICMA-RC may receive payments from
such third party mutual funds or their service providers,which may be in
the form of 12b-1 fees, service fees, or compensation for sub-accounting
or other services provided by ICMA-RC on behalf of the funds.
(d) Redemption Fees. Redemption fees imposed by outside mutual funds in
which Plan assets are invested are collected and paid to the mutual fund by
ICMA-RC. ICMA-RC remits 100%of redemption fees back to the
specific mutual fund to which redemption fees apply. These redemption
fees and the individual mutual fund's policy with respect to redemption
fees are specified in the prospectus for the individual mutual fund and
referenced in the Retirement Investment Guide.
5
Plan number 306592
(e) Payment Procedures.All payments to ICMA-RC pursuant to this Section
6 shall be paid out of the Plan assets held by the Trust and shall be paid by
the Trust,to the extent not paid by the Employer. The amount of Plan
assets held in the Trust shall be adjusted by the Trust as required to reflect
such payments. In the event that the Employer agrees to pay amounts
owed pursuant to this section 6 directly, any amounts unpaid and
outstanding after 30 days of invoice to the Employer shall be withdrawn
from Plan assets held by the Trust.
The compensation and payment set forth in this section 6 is contingent upon the
Employer's use of ICMA-RC's EZLink system for contribution processing and
submitting contribution funds by ACH or wire transfer on a consistent basis over the
term of this Agreement.
7. Custody
Employer understands that amounts invested in the Trust are to be remitted directly to the
Trust in accordance with instructions provided to Employer by ICMA-RC and are not to
be remitted to ICMA-RC. In the event that any check or wire transfer is incorrectly
labeled or transferred to ICMA-RC, ICMA-RC may return it to Employer with proper
instructions.
8. Indemnification
ICMA-RC shall not be responsible for any acts or omissions of any person with respect
to the Plan or related Trust, other than ICMA-RC in connection with the administration
or operation of the Plan.Employer shall indemnify ICMA-RC against, and hold ICMA-
RC harmless from, any and all loss, damage,penalty, liability, cost, and expense,
including without limitation, reasonable attorney's fees,that may be incurred by, imposed
upon, or asserted against ICMA-RC by reason of any claim,regulatory proceeding, or
litigation arising from any act done or omitted to be done by any individual or person
with respect to the Plan or related Trust, excepting only any and all loss, damage,penalty,
liability, cost or expense resulting from ICMA-RC's negligence, bad faith, or willful
misconduct.
9. Term
This Agreement may be terminated without penalty by either party on sixty days advance
notice in writing to the other.
10. Amendments and Adjustments
(a) This Agreement may not be amended except by written instrument signed by the
parties.
6
Plan number 306592
(b) No failure to exercise and no delay in exercising any right, remedy,power or
privilege hereunder shall operate as a waiver of such right,remedy,power or
privilege.
(c) The parties agree that enhancements may be made to administrative and
operations services under this Agreement. The Employer will be notified of
enhancements through the Employer Bulletin, quarterly statements, electronic
messages or special mailings. Likewise, if there are any reductions in fees,these
will be announced through the Employer Bulletin, quarterly statement, electronic
or special mailing.
11. Notices
All notices required to be delivered under Section 10 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.
12. Complete Agreement
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.
13. 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.
14. 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.
7
Plan number 306592
15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, applicable to contracts made in that jurisdiction without reference to its
conflicts of laws provisions.
In Witness Whereof,the parties hereto certify that they have read and understand this
Agreement and all Schedules attached hereto and have caused this Agreement to be
executed by their duly authorized officers as of the Inception Date first above written.
CITY OF CIBOLO
By Date
Signature
Name and Title (Please Print)
INTERNATIONAL CITY/COUNTY MANAGEMENT
ASSOCIATION RETIREMENT CORPORATION
1
V
By
Angela C. Montez
Assistant Corporate Secretary
Please return fully executed contract to: New Business Unit
ICMA-RC
777 North Capitol Street NE
Suite 600
Washington DC 20002-4240
8
Plan number 306592
Exhibit A
Administrative Services
The administrative services to be performed by ICMA-RC under this Agreement shall be
as follows:
(a) Participant enrollment services,including providing a welcome package and
enrollment kit containing instructions and notices necessary to implement
the Plan's administration.
(b) Establishment of participant accounts for each employee participating in the
Plan for whom ICMA-RC receives appropriate enrollment forms and
records. ICMA-RC is not responsible for determining if such Plan
participants are eligible under the terms of the Plan.
(c) Allocation in accordance with participant directions received in good
order of individual participant accounts to investment funds offered under
the Trust.
(d) Maintenance of individual accounts for participants reflecting amounts
deferred, income, gain or loss credited, and amounts distributed as
benefits.
(e) Maintenance of records for all participants for whom participant accounts
have been established in paper or electronic format. These files shall include
enrollment instructions,beneficiary designation instructions(to the extent
provided to ICMA-RC)and all other written correspondence and documents
concerning each participant's account,and if applicable,records of any
transaction conducted through the Voice Response Unit("VRU"),the
Internet or other electronic means.
(f) Provision of periodic reports to the Employer and participants of the status
of Plan investments and individual accounts.
(g) Communication to participants of information regarding their rights and
elections under the Plan.
(h) Making available Investor Services Representatives through a toll-free
telephone number from 8:30 a.m.to 9:00 p.m. Eastern Time,Monday
through Friday(excluding holidays and days on which the securities
markets or ICMA-RC are closed for business (including emergency
closings),to assist participants.
(i) Making available a toll-free number and access to VantageLine, ICMA-
RC's interactive VRU, and ICMA-RC's web site,to allow participants to
access certain account information and initiate plan transactions at any
time.
(j) Distribution of benefits as agent for the Employer in accordance with
terms of the Plan.
9
Plan number 306592
(k) Upon approval by the Employer that a domestic relations order is an
acceptable qualified domestic relations order under the terms of the Plan,
ICMA-RC will establish a separate account record for the alternate payee
and provide for the investment and distribution of assets held thereunder.
(1) Loans may be made available on the terms specified in the Loan Guidelines,
if loans are adopted by the Employer.
(m) Online Advice may be made available through a third party vendor on the
terms specified on ICMA-RC's website.
10
ICM C
Building Retirement Security
Dear Plan Sponsor:
In keeping with our commitment to helping your employees build retirement security,ICMA-RC introduced
Guided Pathwaysim, a comprehensive suite of investment advisory services, to plan participants last year.
As you may know, Guided Pathways includes our new Managed Accounts service,which may be the ideal alter-
native for employees looking for ongoing professional management of their ICMA-RC retirement accounts.
Although the Asset Class Guidance and Fund Advice services of Guided Pathways are already available as
part of your ICMA-RC plan,we need your approval to offer Managed Accounts to your plan participants.
To make sure your employees are eligible to participate in Managed Accounts, please read the enclosed
Managed Accounts Services Agreement and sign and return the Managed Accounts Services Agreement
Signature Page as soon as possible.
Please contact our Client Services team at 800-326-7272 with any questions you may have on how to offer
Managed Accounts to your employees.
Sincerely,
Keith Sendall
Senior Vice President, Field Sales
Enclosures LTR000-063-0408-2146
Vantagepoint Funds are distributed by ICMA-RC Services,LLC,a wholly owned broker-dealer subsidiary of ICMA-RC, member NASD/SIPC.
ICMA RETIREMENT CORPORATION 1777 NORTH CAPITOL STREET,NE I WASHINGTON,DC 20002-4240
TEL:202-962-4600 I FAX:202-962-4601 I TOLL FREE:1-800-669-7400 I EN ESPANOL LLAME AL:1-800-669-8216 I INTERNET:WWW.ICMARC.ORG
Q & A
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Q What is Managed Accounts? they are to accumulate enough assets to meet their
desired retirement income goals. Based on this wealth
A Managed Accounts is a comprehensive asset management forecast, employees receive a savings rate recommenda-
service,providing ongoing professional management of an tion and can see how changing certain factors impacts
employee's retirement account,with the objective of helping their chances of reaching their retirement income goals.
the employee reach his/her retirement income goals.
• Personalization—Managed Accounts helps employees
The first step in Managed Accounts involves the understand how their other assets work in conjunction
development of a retirement savings plan for the employee. with their ICMA-RC retirement account.The service
The plan is personalized to take into account the employee's takes into account existing retirement plan assets,
retirement account,future income and savings,investments future income and savings,estimated Social Security
outside of the retirement account,spousal investments,and benefits and other sources of retirement income,indi-
desired retirement age and income. vidual investments outside of the retirement plan, and
Next,ICMA-RC determines the appropriate mix of information about their spouse's finances.
investments for the employee,from the investments •Asset Diversification—Using the investment
available in your retirement plan. options available in your plan, Managed Accounts
On an ongoing basis,ICMA-RC assumes the discretionary determines the investment mix that is suitable for
management of the employee's retirement plan investments. employees' ICMA-RC retirement accounts based on
ICMA-RC will reallocate the account among available plan the information they provided.
investments as the employee ages, and as his/her financial or • Ongoing Professional Management—ICMA-RC
personal situation,or retirement objectives change. monitors and reallocates the account to help your
Q Why is ICMA-RC offering Managed Accounts? employees meet their retirement savings goals.
A ICMA-RC understands that each of your employees has a ' Regular Updates—ICMA-RC will keep in touch with
your employees to let them know how their ICMA-RC
unique comfort level when it comes to retirement investing account is doing and to obtain updated information
and planning. that may impact their retirement plan.
Some employees really enjoy managing their retirement
savings and are committed to regularly monitoring these With Managed Accounts,your employees provide us
with their information and then sit back and relax
accounts.However,many employees do not have the time, while ICMA-RC takes the worries and confusion out of
knowledge,or desire to actively manage their retirement
accounts and would like to have qualified professionals take retirement investing. It's that easy
care of this for them. Q How much does Managed Accounts cost?
ICMA-RC's Managed Accounts service is the next A Employees are charged an asset-based fee for the ongoing
generation of advice and account management service professional management services provided under Managed
designed for those investors who could benefit from Accounts.The fee,assessed against account assets,is
turning over the ongoing management of their retirement calculated based on their average daily account balance
investments to the qualified professionals at ICMA-RC. and deducted from the account monthly so there is no
Q Does an employee's entire account balance need to be deduction from the employee's paycheck and no bill to
worry about.
covered by Managed Accounts? The table below presents the standard fee schedule.
A Employees can elect Managed Accounts on any or all
of their eligible ICMA-RC accounts.However,for each Account Balance Annual Fee
account elected,the entire account balance must be First$25,000 0.60%
allocated to the Managed Accounts service. Next$25,000 0.55%
Q What are the benefits of Managed Accounts for my Next$ 00 0.45%
Next$115050,,000 0.35%
employees? Over$250,000 0.25%
A By participating in Managed Accounts employees receive:
• Retirement Planning—Managed Accounts begins Professional account management services are available to
with a retirement savings plan, customized from your individual investors outside of their retirement plans and
employees'personal information, that shows how likely could cost as much as 1%to 2%of account assets annually.
0 Questions and Answers
That means that a person with a$40,000 account balance provider of independent investment research committed to
could pay between$33 to$66 a month for ongoing account helping investors reach their financial goals.
management.However,because ICMA-RC's Managed Ibbotson was founded in 1977 by Roger Ibbotson,
Accounts service is being offered through your retirement a Professor of Finance at Yale University and one of
plan,an employee with a$40,000 account balance would the world's leading authorities on asset allocation and
pay under$20 per month for the peace of mind that comes diversification strategies.Ibbotson has been entrusted
from professional account management. to create asset allocation models for many of the largest
An example of the Managed Accounts fee is shown here: companies in the finance and investment industry today.
Working with Ibbotson,ICMA-RC ensures that the advice
$40,000 Account Balance provided is in your employees'best interests to help them reach
$25,000 x 0.60% _ $150.00 their retirement savings goals.Ibbotson's methodology focuses
$15,000 x 0.55% = 82.50 on strategic,long-term objectives rather than concentrating on
Annual Total = $232.50 frequent trading designed to generate short-term gains.
Just$19.37 per month! Q How are the Managed Accounts recommendations
As an introduction to this valuable service,ICMA-RC is developed?
offering 90 days of free professional account management
when your employees enroll in Managed Accounts. A The Managed Accounts recommendations are created using
a widely accepted investment methodology developed by
Q Can employees participating in Managed Accounts Ibbotson,and closely monitored by ICMA-RC.All of the
investment options available in your plan are evaluated and
discontinue the service? considered for inclusion in Managed Accounts.
A Yes.At any time,employees may elect to opt out of Managed Employees are first assigned to a target asset class portfolio
Accounts and go back to managing their own accounts. based on the information that they provide.Next,specific
Q What types of employee information are factored into funds in your retirement plan are assigned to fill the
asset classes in the target portfolio based on relative fund
the Managed Accounts program? performance and other factors.
A In order to get the best results from the Managed Accounts
service,employees should provide as much information Q What is my fiduciary responsibility in offering Managed
as possible concerning their financial situation.This Accounts to my employees?
includes:current salary and savings rate,retirement account A ICMA-RC believes that offering prudent advisory services
balance,information on other retirement and investment in the context of a comprehensive and effective participant
accounts(including IRAs,401,403(b),brokerage and education program results in the best defense against
savings accounts),expected retirement income sources(e.g., potential plan sponsor liability. Although it is impossible
pension,Social Security),major expenses that will be funded for a plan sponsor to avoid all potential liability,selecting a
by the retirement account,planned retirement age,tax rates, qualified advice provider who offers consistent and objective
and spousal income/investments. recommendations based on accepted investment theories
Information on employee accounts at ICMA-RC are should significantly limit liability.
automatically prepopulated to the Managed Accounts As part of its mission to provide retirement services to public
service.Employees are responsible for providing their other sector clients,ICMA-RC strongly believes that we have a
personal information. responsibility to offer prudent advice.The Guided Pathways
Q Who are Ibbotson Associates and what role do they play program has been structured to do just that,relying on
independent advice from an industry leader—Ibbotson.
in Managed Accounts? ICMA-RC will continually monitor the advisory services
A Managed Accounts combines the expertise of ICMA-RC provided to ensure that they remain within broadly accepted
with the state-of-the-art planning and investment analytics industry standards.
powered by Ibbotson Associates',a leading provider of In providing the investment advisory services to your
retirement advice and asset allocation strategies.Ibbotson is employees who elect to participate in the Guided Pathways
a federally registered investment adviser and a wholly owned services,including Managed Accounts,ICMA-RC is acting
subsidiary of Morningstar Inc.,a leading world-wide as the investment advisor by providing individualized
investment advice for a fee to these employees.
' Investment advice and analysis tools are offered to participants through ICMA-RC,a federally registered investment adviser.Ibbotson Associates,a federally registered investment adviser
and a wholly owned subsidiary of Morningstar,Inc.,is not affiliated with ICMA-RC.All rights reserved.Ibbotson and the Ibbotson logo ore trademarks or service marks of Morningstar,Inc.
Guided Pathways and Managed Accounts 0
Q How frequently are accounts reviewed in the Managed their retirement plan accounts.
Accounts service? Unlike the Fund Advice service,where an employee's asset
allocation will fluctuate based on investment performance
A Every quarter,assets are transferred among the currently
(eventually differing from the initial advice recommendation)
designated funds to ensure an employee's account remains
if the account is not rebalanced periodically,employees who
consistent with the target allocation.This is referred to enroll in Managed Accounts will have their asset allocation
as"rebalancing." maintained consistent with their time horizon,objectives for
Annually,the account is"reforecast"to determine if the current retirement,and current financial situation.
target asset allocation is still appropriate for the employee's
current personal and financial information. Q How does Managed Accounts differ from the target-date
On an ongoing basis,Ibbotson monitors (1) the Vantagepoint Milestone Funds?
performance of the individual funds offered in your A Although both Managed Accounts and Milestone Funds*
retirement plan and(2) overriding economic factors to provide professional management,Managed Accounts
determine their impact on the employee's portfolio. provides a greater degree of personalization and account
. In addition,we know that life changes and we want your management focused on an employee's individual
employees to keep in touch with us.When they provide circumstances and investing goals.
us with updated personal or financial information,their With ICMA-RC's Vantagepoint Milestone Funds,an
account is reforecast to determine if the current target asset employee selects a single diversified fund,comprised entirely
allocation is still appropriate for them. of ICMA-RC's proprietary Vantagepoint Funds,that is
Q How does Managed Accounts differ from Fund Advice? managed towards a specific target date for when he/she plans
to withdraw funds. On the other hand,Managed Accounts
A Fund Advice provides employees with a"point-in- factors in a wide range of personalized information in
time,"fund specific investment recommendation for addition to just the target withdrawal date.
their retirement plan assets. Employees are encouraged In addition,Managed Accounts is based on a personalized
to periodically revisit the service as circumstances retirement savings plan and all funds available in your
change(e.g., salary increase, change in their retirement retirement plan are considered for inclusion in the portfolios
plan contribution rate) to receive an updated advice generated under Managed Accounts.
recommendation, and adjust their portfolio accordingly.
However, after the initial Fund Advice recommendation, Q As an employer, how do I make Managed Accounts
employees are responsible for monitoring the account and available to my employees?
initiating any future changes.
Managed Accounts provides ongoing professional discretionary A ICMA-RC makes offering Managed Accounts to your
management of an employee's account,automatically employees easy There is no fee to the employer to offer this
rebalancing the account periodically to keep the asset service.
allocation in-line with the target allocation best suited for To offer Managed Accounts to your employees,please review
the employee,as the employee ages or his/her financial the Managed Accounts Services Agreement and sign and return
circumstances change.After the initial enrollment in the Managed Accounts Services Agreement signature page as
Managed Accounts,employees no longer need to worry about soon as possible.If you have any questions,please contact
the ongoing monitoring and reallocating of the investments in our Client Services Team at 800-326-7272.
Please consult both the current applicable prospectus and Making Sound Investment Decisions:A Retirement Investment Guide carefully
for a complete summary of all fees, expenses, charges,financial highlights, investment objectives, risks and performance information. Investors
should consider the Fund's investment objectives, risks, charges and expenses before investing or sending money. The prospectus contains this
and other information about the investment company. Please read the prospectus carefully before investing.All Vantagepoint Funds invested
through 401 or 457plans are held through VantageTrust. Vantagepoint Funds are distributed by ICMA-RC Services LLC, a wholly owned
broker-dealer subsidiary of ICMA-RC and member NASD/SIPC.For a current prospectus, contact ICMA-RC Services,LLC by calling
800-669-7400 or by writing to 777 North Capitol Street,NE, Washington,DC 20002-4240, or by visiting www.icmarc.org.En Espanol
llame al 800-669-8216 AC:0408-2146
*Please be advised that with "Fund of Funds"arrangements, additional underlying fees may apply. Please consult the prospectus for details.
0 Questions and Answers
1CMA-R ICMA-RC MANAGED ACCOUNTS SERVICES AGREEMENT SIGNATURE PAGE
Building Retirement Security
To offer Managed Accounts to your employees,please read the ICMA-RC Managed Accounts Services
Agreement, sign this Managed Accounts Services Agreement signature page, and return to ICMA-RC
in the enclosed envelope as soon as possible.
In Witness Whereof, the parties hereto certify that they have read and fully understand the complete ICMA-RC
Managed Accounts Services Agreement found in this package and have caused the ICMA-RC Managed Accounts
Services Agreement to be executed by their duly authorized officers as of the Date below.
EMPLOYER
By
Employer/Plan Name
Employer Signature Date
Name and Title(Please Print)
Street Address City and State
Applicable ICMA-RC Plan Number(s)
INTERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
By
C5()1t
Angela Montez
Assistant 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 ICMA-RC
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,is to add the discretionary investment advisory services program("Managed Accounts")described in this Agreement
as a discretionary asset allocation and management service offered under 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 and former
employees participating in that Plan(each a"participant");
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 part 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 Asset Class Guidance and
Fund 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 to the Investment Advisory Agreement("Participant Agreement"),
which describes the features of Managed Accounts and Fund 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 have withdrawn all
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
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.
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 Ibbotson Associates,Inc.("Ibbotson"),a leading provider of retirement advice
and asset allocation strategies.Ibbotson is a federally registered investment adviser and a wholly owned subsidiary of Morningstar
Inc.,a leading world-wide provider of independent research committed to helping investors reach their financial goals.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 objectives,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.
Managed Accounts Service Agreement 1 ICMA-RC
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,employment status or investment objectives 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 be 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.
Asset Class Guidance and Fund Advice
Both Asset Class Guidance and Fund Advice are currently offered to most Participants. These services are 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.
Asset Class Guidance
Asset Class Guidance provides"point-in-time"asset allocation recommendations to Participants looking for assistance in
selecting their retirement plan investments.Asset Class 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 or actual date 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 Asset Class Guidance under Guided Pathways TM
Managed Accounts Service Agreement 2 ICMA-RC
Fund Advice
Fund 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.Fund 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 Fund 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.
Fund Advice is 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 or actual 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 to 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 Fund 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 Fund 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.
Guided PathwaysTM allows Participants to directly implement recommended transactions(fund transfers and contribution
reallocations)in their ICMA-RC accounts.
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,taking 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 Fund 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 related 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 to
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 SunAmerica PTE request and the Advisory Opinion.
Managed Accounts Service Agreement 3 ICMA-RC
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,ICMA-RC associates will present the advice as determined under the investment methodologies and software developed
by Ibbotson 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 Fund Advice,the Plan must at all times provide investment options which cover the
following required asset categories as determined by Ibbotson:US Fixed Income(Cash,US Short-term Bonds or US Bonds),US
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 available investment options under your Plan fail to include one or more
asset categories required for construction of the Ibbotson model portfolios.
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,
employment 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 not 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 rate;salary;account type;account name;account
balance;account holdings;etc.
Managed Accounts Service Agreement 4 ICMA-RC
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 Asset Class Guidance or Fund 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 be 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 be 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 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.
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 Fund Advice.However,certain participants,such as
those in the Premier ProgramTM,can utilize the Fund 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 Asset Class 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.
Managed Accounts Service Agreement 5 ICMA-RC
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 of the 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 Date").
This Agreement will be renewed automatically for each succeeding year unless 60 days'advance written notice of termination is
provided by either party 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 Ibbotson 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.
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.
Managed Accounts Service Agreement 6 ICMA-RC
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 10 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 7 ICMA-RC
-� �-CE
ICMA-RC MANAGED ACCOUNTS SERVICES AGREEMENT SIGNATURE PAG
ICM/\ ''
Building Retirement Security
Please substitute and sign the ICMA-RC Managed Accounts Services Agreement signature page located in 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.
In Witness Whereof,the parties hereto certify that they have read and fully understand the complete ICMA-RC
Managed Accounts Services Agreement found in this package and have caused the ICMA-RC Managed Accounts
Services Agreement to be executed by their duly authorized officers as of the Date below.
EMPLOYER
By
Employer/Plan Name
Employer Signature Date
Name and Title(Please Print)
Street Address City and State
Applicable ICMA-RC Plan Number(s)
INTERNATIONAL CITY COUNTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
By
6s1z- c 5r)1°t
Angela Montez
Assistant Secretary
Please return fully executed Signature page to:
New Business Unit
ICMA RC
777 North Capitol Street,NE
Suite 600
Washington,DC 20002-4240
BRC000-170 200805.879
ICMA Retirement Corporation
777 North Capitol Street,NE
z",
Washington,DC 20002-4240
ICMA—RC
Building Retirement Security
Your Managed Accounts Adoption Kit is enclosed
Place
ICMARC ICMA-RC Stamp
777 NORTH CAPITOL STREET,NE
Building Retirement Security WASHINGTON,DC 20002-4240 Here
Attn:New Business Unit
ICMA-RC
777 North Capitol Street,NE
Suite 600
Washington,DC 20002-4240
Managed Accounts Agreement Enclosed
i
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Building Retirement Security
This booklet contains the following documents:
• Suggested Resolution
• Data Form
• EZLink Access Form
• 401/457 Online Options Form
• /Administrative Services Agreement
• Processing Policies for Contributions and Loan Repayments
• Contribution Submittal Instructions
Plan Adoption Checklist
Please ensure the following documents are completed prior to mailing in the en-
closed envelope:
✓ Completed Resolution
✓ Signed Administrative Services Agreement
✓ Data Form
✓ Loan Guidelines (if applicable)
✓ Completed EZLink Access Form
✓ Completed 401/457 Online Options Form
Please return the documents to:
ICMA-RC
Attn: New Business Analyst
777 North Capitol Street, N.E.
Washington, DC 20002-4240
If you have not received all of these documents or if you have any questions,
please notify your New Business Analyst at 1-800-326-7272 immediately.
IMPORTANT!
You must complete a successful payroll
test using EZLink prior to submitting
your first payroll to ICMA-RC. An EZLink
Analyst will coordinate a payroll test
with your Contribution/EZLink Contact
upon completion of your plan adoption
materials.
ICMA-RC
USING THE 457 DEFERRED plan and participant information and offers an Employer
COMPENSATION PLAN Library of information geared toward public sector em-
RETURN BOOKLET ployers.This service offers the most user friendly,reliable,
and secure method of submitting your data.
This is one of two booklets containing information to establish
After your EZLink application is received and processed,
your 457 deferred compensation plan with ICMA-RC.
an EZLink Specialist will contact your payroll department
This booklet includes: to discuss the features of EZLink and to coordinate a test
• Suggested Resolution payroll transmission.
• Data Form
• Administrative Services Agreement PLEASE NOTE:A successful EZLink payroll test must
• EZLink Access Form be completed prior to submitting your first contribution
• 401/457 Online Options Form
• Processing Policies for Contributions and Loan to ICMA-RC.Enrollment and contribution processing
Repayments via EZLink is mandatory for all plans.
• Contribution Submittal Instructions
5. Completed Online Options Form.
Please return the following originals to ICMA-RC:
6. Completed Loan Guidelines(if applicable).
1. Approved and Executed Suggested Resolution.
If your plan is offering loans,please also submit the
Be sure that the full legal title of your unit of government required paperwork from the 457 Loan Implementation
or organization is completed at the top of the Resolution Packet.
you adopt.After obtaining governing body approval,the
appropriate official (city or county clerk,secretary,etc.) Please note
must certify that the Resolution has been duly sealed and
approved. Along with the materials in this return booklet,you
may also send any enrollment forms that have been
2. Completed 457 Deferred Compensation Plan Data completed by your staff. Please keep copies of all
Form. "Return Materials"for your files.
Please be sure to notify the New Business Unit of the Upon receipt and processing of your Return Booklet,
first contribution date following implementation of your ICMA-RC will send you a written Notice of Plan
plan. The date should be indicated on the enclosed 457 Acceptance.
Deferred Compensation Plan Data Form.
For assistance
3. One executed original of the Administrative Services Please contact your 457 New Business Analyst at
Agreement. 1-800-326-7272.
Your governing body may require the execution of this
Agreement at the same time as the Suggested Resolution,
Plan Document(Appendix A of the Retain Booklet) and
Declaration of Trust of the VantageTrust Company(Ap-
pendix B of the Retain Booklet).
4. EZLink Access Form
EZLink is ICMA-RC's Internet-based plan administration
tool which allows you to submit payroll contribution data
electronically. In addition,EZLink allows you to access
457 Deferred Compensation Plan
Data Form
Please ensure that each section of this form is completed before returning it to ICMA-RC along with the other
adoption materials.You may contact the New Business Analyst at 1-800-326-7272 if you have questions.
The following list of designations should help you complete the Data Form:
5. Primary Contact
This person is responsible for the day-to-day administration and processing of plan transactions.This is the per-
son we call if general questions arise concerning your ICMA-RC account.
16. Disbursement/Loan
This person(s)will be responsible for signing disbursement and loan withdrawal forms,authorizing any disburse-
ment or loan transactions, and answering questions pertaining to disbursements and loans. This should be a
person(s) of authority.Also,the person's signature should be placed in the appropriate section of this form for our
reference purposes.
19.Contribution/EZLink Contact
This person is responsible for sending contributions to ICMA-RC. If there are discrepancies between the wire
amounts and the corresponding backup,this is the person we will contact to resolve the issue.This person should
have access to all payroll/contribution information to ensure efficient processing of contributions.
20. Quarterly Statement
This person will receive all quarterly statements.
21. Plan Coordinator
The title of this person is designated in the resolution. If a different person obtains the same title,you may use this
form to update the name change.You must have your legislative body pass a new resolution to update the title of
the person designated as plan coordinator.
22. Billing (Fees)
If ICMA-RC charges any employer paid fees to your account,this person will receive the invoices.
/4( 457 DEFERRED COMPENSATION PLAN DATA FORM - PAGE 1 OF 3
• Instructions to Employer:Provide necessary information to establish your plan properly.Please
I
CM
��� contact your New Business Unit Analyst at 1-800-326-7272,if you have any questions.
�l ICMA-RC Use Only
Building Retirement Security 1.Employer Number: 30
General 2. (902)Employer's Full Name:
Information 3. (924)Street Address:
(925)
4. (918)City: (919)State: (920)Zip Code:
5. (633)Primary Contact Name:
6. (634)Primary Contact Title:
7. (631)Primary Contact Telephone#: ( ) (632)Fax#:( )
Plan 9. (882)Employer's Federal Tax Identification Number: - 1 531 A5
Implementation
Information 10. (611)Contribution Information (See"Important Contribution Information" later in this book)
a. Frequency: (check one): ❑ (0)Bi-weekly* ❑ (4)Monthly ❑ (8)Semi-quarterly
n ❑ (1)Weekly ❑ (5)Semi-monthly ❑ (9) Bi-annually
❑ (2)Semi-weekly ❑ (6)Bi-quarterly ❑ (10)Annually
❑ (3) Bi-monthly ❑ (7)Quarterly ❑ (11)Semi-annually
b.Deposit Medium: (624)❑Wire 7(ACH
11. First Contribution Date Following Implementation:__/__/____(mmddyyyy).
12. Number of Eligible Employees: Expected Number of Participants:
Default 13.Default Fund for Investment Allocations:
Investment
Option The default fund will be used if a participant does not provide valid allocation instructions(i.e.,no allocation
is provided,the allocation percentages do not total 100%,or one or more funds that are not available to the
plan are selected).
If you do not make an election in this section,the Milestone Fund with the target date closest to a
participant's 60th birthday will be used as your plan's default option.
You may select the "Custom Default" option if you would like to use a fund (or funds)other than the
Milestone Funds as your plan's default option. Please see ICMA-RC's Standard Plan Fund Lineup at
www.icmarc.org to complete this section.
Note: Prior to selecting the"Custom Default"option,employers should carefully review the Department of
Labor's final regulations on qualified default investment alternatives(ODIAs).More information is available
online at www.dol.gov or www.icmarc.org/ppa.
Default Fund for Investment Allocations(Select one option):
❑ The Milestone Funds(Default)with a target retirement age of:
❑ Age 60(Default)
❑ Age (input the Target Retirement Age to be used for your plan)
(continued on the following page)
457 DEFERRED COMPENSATION PLAN DATA FORM - PAGE 2 OF 3
ICMN1\L ICMA-RC Use Only: Employer Number:30
Building Retirement Security
Default ❑ Custom Default(List the fund name(s)and percentages that will be used as the plan's default
Investment investment option):
Option
Continued Fund Name Percentage
Primary PLAN CONTACTS
Contact 14. PT00
Information
(200) Primary Contact Nameaitle:
(422) Email Address:
Disbursement/ 15. PT01 Contact Signature:
Loan Contact
Information (200) Contact Name/Title:
Please (420) Telephone: ( ) Fax:(
indicate 16. PT08 Contact Signature:
alternate
addresses (200) Contact Name/Title:
in Comments
Section on (420) Telephone: ( ) Fax:(
Page 3
17. PT09 Contact Signature:
(200) Contact Nameaitle:
(420) Telephone: ( ) Fax:(
Contribution/ 18. PT02(200)Contact Name/Title:
EZLink
Contact (420) Telephone: ( ) Fax:(
Information Does the EZLink Contact initiate ACH/wire for payroll? ❑Yes ❑No
If No,please provide ACH/wire contact information:
Name/Title: Telephone: (
EZLink is ICMA-RC's standard contribution detail summary format.Please complete and return the
EZLink Access Form. You must also complete a successful EZLink test before your first contribution
submitted.
Quarterly 19. PT04(200)Contact Name/litle:
Statement
Contact (420) Telephone: ( ) Fax:(
Information
If this section isnot completed,the Primary Contact will receive mailings.
Plan 20. PT05(200)Contact Name:
Coordinator
Contact Contact Title:
Information
Note:Changing this title requires an amendment to your resolution.
(A9f1) Ti�lchnnta• ( )_ Gav( )
z" 457 DEFERRED COMPENSATION PLAN DATA FORM - PAGE 3 OF 3
IC/r 1 C ICMA-RC Use Only: Employer Number:30
Building Retirement Security
Billing 21.PT06(200) Contact Name/Ttle:
(Fees)
Contact (420) Telephone:( ) Fax:(
Information
Comments:
(Alternate
Addresses
for#15-21)
Plan Asset 24. Will there be a transfer of assets to ICMA-RC from your current administrator?
Transfer
Information ❑Yes LI No
How many participants will be eligible to transfer assets to ICMA-RC?
What is the estimated cash value of the assets to be transferred to ICMA-RC? $
Your New Business Unit Analyst will contact you to discuss the process regarding the transfer of assets.ICMA-RC
will work with the prior administrator and your local Retirement Plans Specialist to coordinate the transfer of assets
in a timely manner.
25. Does your plan have a co-provider relationship*?
Co-Provider p Yes ❑No
Information
If yes,please provide the co-provider information:
Name of Co-Provider(s):
Co-Provider 1:
Address:
Street
City State Zip Code
Phone Number
Co-Provider 2:
Address:
Street
City State Zip Code
Phone Number
*This information is required for the accurate record keeping of plan assets.
Internal Use Only
630=
641 =
912=
z/A
CM/kDC
Building Retirement Security EZLI N K ACCESS FORM INSTRUCTIONS
Who should use the EZLink Access form?
Plan Sponsors who would like to receive an EZLink USER ID and password for the first time and those who would like to change
the access on a particular USER ID.
1 Please provide the name of the person at your plan who is designated as the plan coordinator.This
Plan person should also authorize access at the end of this form. If you want to verify your current plan
Coordinator coordinator, please call our Client Services Team at 1-800-326-7272 between 8:30 a.m. and 7:30 p.m.
Information Eastern Time.
2 Select this option to adopt online withdrawals.
Adoption
of Online
Withdrawal
Approval
3 We will use the information that you provide in this section to establish EZLink User ID's and pass-
Password words for additional members of your staff.
Holder
Information If this is a change, please make sure to enter the staff members current User ID.
To reassign this User ID to a new staff member, please provide the new users password holder in-
formation including their level of access.
To update the current password holder's information,enter the new information.
To remove this User ID, check the "Delete User ID" box.This will remove all information currently
on file for this User ID and make it available for future use.
Inquiry
Balances/Reports: access plan and participant level information, including balances
and investment allocations and view reports
Enrollments/Rehires: enroll or rehire a participant online
Participant Changes: update participant information such as name,address, marital status,title,
phone number
Contribution&Loan
Repayments Detail: process contributions and loan repayments online using a prior payroll or
submit pre-formatted files (in ICMA-RC format)
Participant Data
Transfer: submit a preformatted participant demographic change file (in ICMA-RC
format)which includes enrollments, participant updates and view a cus-
tomized data verification report.
4
Plan
Coordinator Please have the plan coordinator sign and date this EZLink Access Form.
Approval
✓ Netscape Navigator Version 6.1, OR Microsoft Internet Explorer 5.0
Minimum ,/ 128 Bit Encryption
System / High speed Internet access or minimum 56K modem
Recommen-
dations
n-
daationstions ,/ Pentium class PC
✓ Windows NT, 1995 or later
OTHER SYSTEMS ARE NOT RECOMMENDED
Please fax your completed EZLink Access Form to the "EZLink Administrator" at 1-202-962-4601. 8/2007
z/lit Dr,
IrC
��Link
��a ,
Building Retirement Security EZLI N K ACCESS FORM - PAGE l OF 2
Plan Name*
Number*
Other Plan Number(s) (If Applicable)
(*This information must be completed to avoid processing delays.)
Plan Coordinator Name: Title:
Plan Phone Number: Fax:
Coordinator Email Address:
Information Mailing Address:
City: State: Zip:
2 We hereby adopt Online Withdrawals and authorize ICMA-RC to permit disbursements from partic-
Adoption of ipant accounts upon receipt of termination dates.Additionally,we understand Online Withdrawals
Online are only available for 401 and 457 plans,termination dates should be submited in a timely manner,
Withdrawals and employer approval is not required for individual disbursement requests. (Note: Please contact
an EZLink Specialist at 1-800-326-7272,for information on submitting termination dates.) Please
sign and date below if you do not wish to offer online withdrawals.
El We will not be offering online withdrawals.
Signature Date
3 Select One: (J Add New User ID 11 Reassign User ID E1 Update User ID in Remove User ID
Password Name: Current User ID:
Holder
Information Title:
Phone#: Email Address:
You must provide Access:
the'Password Inquiry—Balances&Reports _Y _N Contributions&Loan Repays Y _N
Holderinforma- Enrollments/Rehires _Y _N Participant Data Transfer: _Y _N
tion"to establish Participant Changes _Y _N
UserlD's and (name, address, etc.)
passwords
foraddrtional Select One: 0 Add New User ID 71 Reassign User ID 71 Update User ID (l Remove User ID
members of
yourstaff Name: Current User ID:
Title:
Phone#: Email Address:
Access:
Inquiry—Balances&Reports _Y _N Contributions&Loan Repays _Y _N
Enrollments/Rehires _Y _N Participant Data Transfer: _Y _N
Participant Changes _Y _N
(name, address, etc.)
Select One: 11 Add New User ID 71 Reassign User ID in Update User ID Remove User ID
Name: Current User ID:
Title:
Phone#: Email Address:
Access:
Inquiry—Balances&Reports Y N Contributions&Loan Repays _Y _N
Enrollments/Rehires Y N Participant Data Transfer: _Y _N
Participant Changes _Y _N
(name, address, etc.)
Please fax your completed EZLink Access Form to the "EZLink Administrator" at 1-202-962-4601. 8/2007
rJ
7/11
ICM/ -RC EZLINK ACCESS FORM - PAGE 2 OF 2
Building Retirement Securuy
3 Select One: CI Add New User ID [I Reassign User ID EJ Update User ID 17I Remove User ID
Password Name: Current User ID:
Holder Title:
Information Phone#: Email Address:
Access:
(continued) Inquiry—Balances&Reports _Y _N Contributions&Loan Repays Y _N
Enrollments/Rehires _Y _N Participant Data Transfer: _Y _N
Participant Changes _Y _N
(name, address, etc.)
Select One: El Add New User ID it Reassign User ID [J Update User ID El Remove User ID
Name: Current User ID:
Title:
Phone#: _ _ Email Address:
Access:
Inquiry—Balances& Reports _Y _N Contributions&Loan Repays Y _N
Enrollments/Rehires _Y _N Participant Data Transfer: _Y _N
Participant Changes _Y _N
(name, address, etc.)
ICMA-RC considers participant information to be highly confidential,and we go to great lengths to avoid breach-
4 ing that confidentiality.For this reason,ICMA-RC cannot be responsible for(i)negligent or intentional misuse of
Plan the password by the municipality's officers,employees,agents or contractors, (ii)a breach of confidentiality that
Coordinator may occur as a result of such negligent or intentional misuse of the password,or(iii)a breach of confidentiality
Approval that may occur as a proximate result of the municipality's access to the participant database.If the municipality
uses EZLink online transaction processing,please remember to review all financial information you have entered
(Plan coordinator for your participants,as ICMA-RC is not responsible for incorrect data transmitted by the municipality. ICMA-RC
User ID and pass- recommends that you encourage all participants to review statements and confirmations for accuracy.
word automatically ICMA-RC's Web site is normally available 24 hours a day,seven days a week.However,service availability is not
generated) guaranteed. Neither ICMA-RC or its affiliates,the VantageTrust Company,nor The Vantagepoint Funds will be re-
sponsible for any loss(or forgone gain)you may incur as a result of service being unavailable.
Please signify your agreement to these terms by signing in the space indicated below.You may fax this signed
form to the EZLink Administrator at 1-202-962-4601.We will provide you with User ID(s)and Password(s)
to begin using EZLink.Should you have questions regarding EZLink,please contact an EZLink Specialist at 1-800-
326-7272.
Agreed: Date:
Plan Coordinator
Print Your Name
Please fax your completed EZLink Access Form to the "EZLink Administrator" at 1-202-962-4601. 8/2007
401/457 Online Options Form Instructions
Please indicate your desired election for all four of the features shown on the form before returning it to ICMA-RC.
You may contact the New Business Analyst at 1-800-326-7272 if you have questions.
The following information should assist you with selecting the appropriate options for your Plan(s):
1. Online deferral changes will be made available to the plan:
With this option,you can allow participants to enter deferral changes through Account Access.The change
should take effect for the first pay period in the month following the month that the election is made.
2. Beneficiary information will be displayed online so that it can be viewed and updated:
With this option,you can enable participants (through Account Access) and employers (through EZLink)to view
and update beneficiary information online. Both primary and contingent beneficiary information will be dis-
played.
Please note:We are unable to make this option available within EZLink without also making it available within
Account Access.
3. Beneficiary information will be displayed on participant statements:
Participant beneficiary information will be displayed on the participant's quarterly account statements. Both
primary and contingent beneficiary information will be displayed.
4. Online withdrawals will be made available to the Plan:
With this option,you can enable participants to request withdrawals online.
Please note:Termination dates should be submitted via EZLink in a timely manner, and further employer approval
is not required for individual disbursement requests. Online Withdrawals are for installments, partial and lump
sum payments made directly to the participant.The Online Withdrawal system does not establish outgoing
rollovers to other plan providers.
Please fax the completed form to the attention of the New Business Unit at 202-962-4601.
401/457 ONLINE OPTIONS FORM
z/4/1\ This form allows you to establish the following features for your plan(s):
ICM/NRC (1) Onlinehanges
(2) Viewwdeferral cand update beneficiary information online
(3) Display beneficiary information on participant account statements
Building Retirement Security (4) Online withdrawal requests
Please fax the completed form to the attention of the New Business Unit at 202-962-4601.
Plan Number: ❑Make these changes to all of our 401/457 plans
Plan Name:
1. Online deferral changes will be made available to the plan:
❑YES ❑ NO
This plan allows(select all that apply): ❑ Pre-Tax Deferrals ❑After-Tax Deferrals
Pre-tax deferrals: Minimum% Maximum% (Please enter whole percentages only)
Minimum$ Maximum$ (Please enter whole dollars only)
After-tax deferrals: Minimum% Maximum% (Please enter whole percentages only)
Minimum$ Maximum$ (Please enter whole dollars only)
2. Beneficiary information should be displayed online so that it can be viewed and updated:
❑ YES(Default) ❑ NO
3. Beneficiary information should be displayed on participant statements:
❑ YES(Default) ❑ NO
4. Online withdrawals will be made available to the Plan:
❑ YES (Default) ❑ NO
Employer Authorization: Date:
Plan Coordinator
Print Name
ICMA-RC Use Only:
Form Rec'd by:
Date:
IMPORTANT!
PLEASE READ THIS DOCUMENT PRIOR TO
SUBMITTING YOUR FIRST PAYROLL TO ICMA-RC
Frequently Asked Questions about submitting Payrolls to ICMA-RC
What is EZLink?
EZLink is ICMA-RC's secure internet-based software that allows you to submit payroll and enrollment information
to ICMA-RC. Additionally,you can access reports about your plan's activity using EZLink.
How do I get started using EZLink?
Enclosed are several items that you will need to begin submitting contributions to the ICMA Retirement Corpora-
tion (RC) including:
• EZLink Information and Access Form—Complete this form to assign a payroll,wire/ACH contact and issue
passwords for inquiry only mode.
• Processing Policies for Contribution and Loan Repayments—Describes processing cutoff and ICMA-RC's
"good order" policy
• ACH and wire instructions for 401, 457, IRA,and RHS plans
Follow this checklist of steps to submit your payroll via EZLink
✓ Complete the EZLink Form and return to the New Business Unit Analyst in the envelope provided.
✓ Be sure to provide the first date you anticipate sending a payroll contribution to ICMA-RC. (Plan Data
• Implementation Form in "Return Booklet")
✓ Complete a test file with ICMA-RC prior to submitting your first payroll. Your payroll contact will be
called upon receipt of the EZLink Application to coordinate a test as well as discuss the features of
EZLink.
✓ Review the Wire/ACH instructions with the appropriate contact. Your payroll contact may not be the per-
son who transmits wires to ICMA-RC.
✓ Make sure you use the correct plan number and plan sources in EZLink based on your plan. Each plan
has a distinct plan number. If you have a question regarding a specific plan number, please contact
ICMA-RC for confirmation.
✓ Make sure you are using the correct format for each plan. Note that 401, IRA and RHS plans have slight-
ly different formats than 457 plans.
✓ Enroll participants in the plan prior to submitting your first payroll.
You are now ready to submit payroll contribution and loan repayments to ICMA-RC!
What if I cannot use EZLink?
In order to reduce cost and processing errors, ICMA-RC's policy is that clients use EZLink. Additional fees are as-
sessed to individual 401 &457 participant accounts for Employers who do not utilize EZLink. (See Appendix 1 for
a description of fees). It is required that employers use EZLink for all IRA and RHS accounts.
Please note the "Processing Policies for Contributions and Loan Repayments" included in this packet. It is very
important that your contribution detail is received in good order to ensure accurate, efficient processing of your
data.
lips to prevent delays in payroll processing
• Ensure that all participants are enrolled at ICMA-RC prior to submitting a payroll contribution.
• Ensure you complete a test file successfully prior to submitting your first payroll.
• For loan repayments, please ensure that loan numbers are properly entered.
• Ensure that your plan number is correct. If you have multiple plans at ICMA-RC,this is particularly impor-
tant.
■ Ensure that you use the correct payroll format within EZLink. The 401/457 formats cannot be used for IRA
and RHS payrolls.
• Ensure that you use the proper wire or ACH instructions. It is important to note that 401, 457, RHS and
IRA plans all have different instructions.
• Please do not change formats without contacting ICMA-RC.
• If you encounter a problem with EZLink, please contact an EZLink Specialist at ICMA-RC at 1-800-326-7272
for guidance to correct any issues.
APPENDIX 1
Account Maintenance Fee. The annual Account Maintenance Fee for Plan participants will be waived for Employ-
ers who use EZLink for contribution processing and submit deposits by wire transfer or ACH. In the event that
Employer does not use EZLink for contribution processing and ACH/wire transfer,the annual Account Mainte-
nance Fee shall be$36.00 per Plan participant. If applicable,this fee is payable on the first day of the calendar
quarter following establishment and is prorated by reference to the number of calendar quarters remaining on the
day of payment.The Account Maintenance fee is debited from each Plan participant's account.
IMPORTANT!
PROCESSING POLICIES FOR CONTRIBUTIONS AND LOAN REPAYMENTS
In order to provide the most efficient and dependable service possible to all of our valued customers, ICMA-RC
has established the following policies related to contribution and loan repayment processing.
UNBALANCED CONTRIBUTIONS/LOAN REPAYMENTS
In situations where the contribution/loan repayment amount remitted differs from the sum of the detail records
provided, investment of the contributions and loan repayments will be delayed until the difference is resolved. If
the difference cannot be resolved within 3 business days, ICMA-RC will return the money to the employer, unless
alternative instructions are received.
NON-CONFORMING FORMATS
Non-conforming submittals of contribution/loan repayment detail records are typically paper documents printed
from an employer's payroll system or other electronic files not formatted according to ICMA-RC specifications.
Processing time for non-conforming submittals can be significantly longer than for conforming formats. Conse-
quently,while ICMA-RC will strive to process non-conforming submittals as timely as possible,we may take up
to 5 business days to reconcile.The contributions and loan repayments will not be invested during this time. The
following table provides the processing turnaround standards for non-conforming submittals.
Number of Contributing Number of Business
Participants Days to Process
50 or fewer 2
51 -99 3
100-299 4
300 or more 5
UNREADABLE OR ERRONEOUS FILES
If a contribution/loan repayment detail file is not readable (e.g.,formatting problem, in-transit damage) or does
not contain current data, investment of the contributions and loan repayments will be delayed until the employer
provides a readable replacement file with current data. In such cases, ICMA-RC will initiate contact with the em-
ployer the day the file is received.
PARTICIPANTS NOT ENROLLED
Contributions received for participants who have not been enrolled in the plan cannot be invested. In such cases,
ICMA-RC will initiate contact with the employer the next business day to request the required enrollment infor-
mation. If ICMA-RC does not receive the required enrollment information by the close of the third business day
following receipt of the contribution,the contribution amount will be refunded to the employer.
INCORRECT LOAN NUMBERS
If a loan repayment is received with incorrect loan number referencing, ICMA-RC may take up to two business
days to invest the loan repayment.
CONFORMING FORMATS FOR CONTRIBUTIONS AND LOAN REPAYMENTS TO ICMA-RC
• EZLink On-line Contribution File Creation
• EZLink Data Transfer in ICMA-RC Record Format#3
Please call a New Business Unit Analyst at 1-800-326-7272 to receive additional information about these options.
CONTRIBUTION SUBMITTAL INSTRUCTIONS
To avoid mailing delays associated with checks, ICMA-RC recommends that employers use either ACH or Wire to
transmit funds for payroll contribution and loan repayment files. Below are the instructions for submitting funds
to ICMA-RC for crediting to participant accounts.This information has been provided to ensure timely processing
of your plan's contributions to the Vantagepoint Transfer Agents. In order to process your contributions quickly
and accurately, ICMA-RC has separate and distinct banking and mailing instructions for each of your plans. Please
use the chart below to identify the correct information for your specific plan when submitting contributions to us.
As each address is different,please do not combine separate plan contributions in the same mailing.
Plan Wires ACH
457 M &T BANK M &T BANK-457
ABA#: 022000046 ABA#: 052000113
Vantagepoint Transfer Agents—457 Account#: 42538001
Account#: 42538001 Ppt ID: 30XXXX(Plan.#)
OBI:30XXXX(Plan#)
401 M &T BANK M &T BANK-401
ABA#: 022000046 ABA#: 052000113
Vantagepoint Transfer Agents—401 Account#: 42537981
Account#: 42537981 Ppt ID: 10XXXX (Plan #)
OBI: 10XXXX (Plan#)
*IRA M &T BANK M &T BANK
ABA#: 022000046 ABA#: 052000113
Vantagepoint Transfer Agents Account#: 89559029
Account#:89559029 Ppt ID:70XXXX (Plan#)
OBI:70XXXX(Plan#)
RHS M&T BANK M &T BANK
ABA#: 022000046 ABA#: 052000113
Vantagepoint Transfer Agents Account#:89559029
Account#: 89559029 Ppt ID: 80XXXX (Plan#)
OBI: 80XXXX (Plan#)
*Payroll Deduction or Sidecar IRA
Note: If your contribution is sent to any address other than the one specified for each plan above,it will delay the investment
of your contribution.
Wire and ACH information
WIRES AND ACH:
You must include your plan number where XXXX is reflected above to ensure timely processing.
It is extremely important that your participant detail breakdown be received no more than 2 business days prior to
or at the same time as your remittance,when using the wire or ACH methods. Detail received after the receipt of
funds will be credited upon receipt of conforming detail.
If you have any questions regarding these instructions or are interested in submitting your detail electronically,
please contact a New Business Unit Analyst at 1-800-326-7272.
CONTRIBUTION SUBMITTAL TIMING
Participant accounts will receive credit if contributions and detail are received by ICMA-RC in "good order" before
4:00 p.m. Eastern Time as of the date of deposit at M &T Bank if that day is a business day. (See below for infor-
mation regarding early closings.) Crediting the contribution to participant accounts will be delayed by the length
of time it takes for delivery by mail or overnight service.
Wire transfer is a faster method of sending contributions and can result in more timely investment for your em-
ployees. It can provide same-day receipt,avoiding the possibilities of delays or loss through the mail. In order to
ensure same-day receipt,wire transfers should be executed by 1:00 p.m. Eastern Time to allow three hours for the
wire or ACH transmission to clear the Federal Reserve.
EARLY CLOSINGS:
Please keep in mind that the ICMA Retirement Corporation (ICMA-RC)follows the New York Stock Exchange
(NYSE) closing schedule with respect to trades and investment allocations. If the NYSE is closed, ICMA-RC will
also be closed. Therefore, no contributions will be processed on that day. In addition, at times,the market may
close early. Transactions will not be allowed after the early close on that day.
It is especially important to consider the early stock market closing when sending your retirement plan contribu-
tions. If you normally send your plan contributions by wire, please keep in mind that it may take up to four hours
from the time you initiate the wire for it to arrive at the receiving bank. You may wish to initiate your wire a day
early-on the previous business day- in order to meet the early close deadline.
Specific information regarding early closings is available on EZLink.
Please return the following documents in the enclosed envelope or mail to:
ICMA-RC
Attn: New Business Unit Analyst
777 North Capitol Street, N.E.
Washington, DC 20002-4240
❑ Completed Resolution
❑ Signed Administrative Services Agreement
❑ Data Form
❑ Loan Guidelines (if applicable)
❑ Completed EZLink Access Form
❑ Completed 401/457 Online Options Form
If you have not received all of these documents, please notify your
New Business Unit Analyst at 1-800 326-7272 immediately.