The URL can be used to link to this page

Resolution 03-036 Establishing 401 Retirement Plan CITY OF SPOKANE VALLEY SPOKANE COUNTY, WASHINGTON RESOLUTION NO. 03-036 A RESOLUTION OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON, ESTABLISHING A 401 MONEY PURCHASE RETIREMENT PLAN WHEREAS, the City Council has entered into an employment agreement with the City Manager which provides, in part, for the establishment of a separate requirement program for the City Manager in lieu of the Washington Public Employees Retirement System (PERS); and WHEREAS, the establishment of a money purchase retirement plan benefits the City Manager by providing funds for retirement and funds for his beneficiaries in the event of death; and WHEREAS, the City Council desires that its money purchase retirement plan be administered by the ICMA Retirement Corporation and that the funds held under such plan be invested in the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans; NOW, THEREFORE, be it resolved by the City Council of the City of Spokane Valley, Spokane County, Washington, as follows: Section 1. Plan Adopted. The City Council hereby establishes an additional money purchase retirement plan (the "Plan") in the form of the ICMA Retirement Corporation Governmental Money Purchase Plan & Trust, pursuant to the specific provisions of the Adoption Agreement, attached hereto as Appendix "A." The Plan shall be maintained for the exclusive benefit of eligible employees and their beneficiaries. Section 2. Declaration of Trust. The City hereby accepts and adopts the Declaration of Trust of the ICMA Retirement Trust, 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 ICMA Retirement Trust. Section 3. Trustee. The City as Employer hereby agrees to serve as trustee under the Plan and to invest funds held under the Plan in the ICMA Retirement Trust. Section 4. Plan Coordinator. The Finance Director of the City shall be the coordinator for the Plan; shall receive reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust; shall cast, on behalf of the Employer, any required votes under the ICMA Retirement Tnist; may delegate any administrative duties relating to the Plan to appropriate staff; and is authorized to execute all necessary • agreements with the ICMA Retirement Corporation incidental to the administration of the Plan. Section 5. Effective Date. This Resolution shall be in full force and effective upon adoption. ADOPTED this 10th day of June 2003. City of Spokane Valley A % Mayor Michael DeVh ming Christine Bainbridge, City Cler Approved as to Form: ` y M. S !; City Att ey Appendix "A" ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT Account Number 10- 8382 The Employer hereby establishes a Money Purchase Plan and Trust to be known as (the"Plan") in the form oldie ICMA Retirement Corporation Governmental Money Purchase Plan. and Trust.The Plan shall be known as: City of Spokane Valley City Manager's PERS Substitute Plan • [906] This Plan is an amendment and restatement of an existing defined contribution money purchase plan. U Yes No If yes,please specify the name of the defined contribution money purchase plan which this Plan hereby amends and restates: L Employer Name: City of Spokane Valley, WA 19021 II. The Effective Dace of the Plan shall be the first day of the Plan Year during which the Employer adopts the Plan,unless an alternate Effective Date is hereby specified: May 1, 2003 III. Plan Year will mean: The twelve (12) consecutive month period which coincides with the limita- tion year. (See Section 5.04(i) of the Plan.) [8031 ❑ The twelve (12) consecutive month period commencing on and each anniversary thereafter. 18031 IV. Norma] Retirement Age (not to exceed age 65) shall be age 55 /2881 V ELIGIBILITY REQUIREMENTS: 1. The following group(s) of Employees are eligible to participate in the Plan: All Employees All Full-Time Employees Salaried Employees Non-union Employees Management Employees Public Safety Employees General Employees X Other (specify below): City Manager MPP Adoption Agreement 4/30/2000 • ...e group specified must correspond to a group of the same desit,..ation that is defined • in the statutes, ordinances,rules,regulations,personnel manuals or other material in effect in the state or locality of the Employer. 2. The Employer hereby waives or reduces the requirement of a twelve (12) month Period of Service for participation. The required Period of Service shall be N/A write N/A if an Employee is eligible to participate upon employment). /344J If this waiver or reduction is elected,it shall apply to all Employees within the Covered Employment Classification. 3. A minimum age requirement is hereby specified for eligibility to participate. The minimum age requirement is N/A (not to exceed age 21). Write N/A if no mini- [341] mum age is declared. VI. CONTRIBUTION PROVISIONS 1. The Employer shall contribute as follows (choose one): XxJ Fixed Employer Contributions With Or Without Mandatory Participant Contributions. The Employer shall contribute on behalf of each Participant 21 %of earnings or $ -- for. the PlanYear (subject to the limitations ofArticle V of the Plan). Each Participant is required to contribute 0 % of earnings or $ 0 for the PlanYear as a condition of participation in the Plan. (Write"0"if no contribution is required.) If Participant Contributions are required under this option,a Participant shall not have the right to discontinue or vary the rate of such contribu- tions after becoming a Plan Participant. The Employer hereby elects to"pick up"the Mandatory/Required Participant Contribution. Yes ❑ No [621] The pick-up provision specifies that the contribution is treated, for federal income tax purposes,as though it is made by the employer.The pick-up provision allows the employee to defer taxes on the employee mandatory conptibution.The actual result is the same as if the contribu- tion were a reduction in that employee's salary by the amount of the contribution.Picked up contributions are NOT exempt from Social Security tar [Note to Employer: A determination letter issued to an adopting Em- ployer is not a ruling by the. Internal Revenue Service that Participant contributions that are picked up by the Employer are not includable in the Participant's gross income for federal income tax purposes. The Employer may seek such a ruling. 2 MPP Adoption Agreement 4/30/2000 Picked up contributions are excludable from the Participant's gross income under section 414(h)(2) of the Internal Revenue Code of 1986 only if they meet the requirements of Rev.Rul.81-35, 1981-1 C.B.255. Those requirements are (1) that the Employer must specify that the contributions,although designated as employee contributions,are being paid by the Employer in lieu of contributions by the employee;and (2) the employee must not have the option of receiving the contributed amounts directly instead of having them paid by the Employer to the plan.) ❑ Fixed Employer Match of Participant Contributions. The Employer shall contribute on behalf of each Participant % of Earnings for the Plan Year (subject to the limitations ofArticleV of the Plan) for each Plan Year that such Participant has contributed of Earnings or $ . Under this option, there is a single,fixed rate of Employer contributions,but a Participant may decline to make the required Participant contributions in any PlanYear,in which case no Employer contribution will be made on the Participant's behalf in that Plan Year. • ❑ Variable Employer Match Of Participant Contributions. The Employer shall contribute on behalf of each Participant an amount determined as follows (subject to the limitations ofArticleV of the Plan): % of the contributions made by the Participant for the Plan Year (not including Participant contributions exceeding % of Earnings or $ ); PLUS %of the contributions made by the Participant for the Plan Year in excess of those included in the above paragraph (but not including Participant contributions exceeding in the aggregate °o of Earnings or $ ). Employer Contributions on behalf of a Participant for a PlanYear shall not exceed $ or % of Earnings,whichever is more or less. 2. Each Participant may make a voluntary (unmatched), after-tax contribution,subject to the limitations of Section 4.05 and ArticleV of the Plan. Yes ❑ No MPP Adoption Agreement 4/30/2000 3 3. .h.i,iployer contributions and Participant contributions shall be coi..._.outed to the Trust ' in accordance with the following payment. schedule: (please circle one choice) [611J 0 Bi-Weekly 1 Weekly 2 Semi-Weekly 3 Bi-Monthly 0 Monthly 5 Semi-Monthly 6 Bi-Quarterly 7 Quarterly 8 Semi-Quarterly 9 Bi-Annually 10 Annually 11 Semi-Annually EARNINGS Earnings, as defined under Section 2.09 of the Plan, shall include: (a) Overtime ❑ Yes XEi No (b) Bonuses ❑ Yes xD No VIII. LIMITATION ON ALLOCATIONS If the Employer maintains or ever maintained another qualified plan in which any Participant in this Plan is (or was) a participant or could possibly become a participant, the Employer hereby agrees to limit contributions to all such plans as provided herein,if necessary in order to avoid excess contributions (as described in Sections 5.02 and 5.03 of the Plan). 1. lithe Participant is covered under another qualified defined contribution plan main- tained by the Employer, the provisions of Section 5.02(a) through (f) of the Plan will apply unless another method has been indicated below ❑ Other Method. (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount,and will properly reduce any excess amounts, in a manner that precludes Em- ployer discretion.) 2. If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer,and if the limitation in Section 5.03 of the Plan would be exceeded, then the Participant's Projected Annual Benefit under the defined benefit plan shall be reduced in accordance with the terms thereof to the extent necessary to satisfy such limitation. If such plan does not provide for such reduction,or if the limitation is still exceeded after the reduction,annual additions shall be reduced to the extent necessary in the manner described in Sections 5.02 and 5.02. The methods of avoiding the limita- tion described in this paragraph will not apply if the Employer indicates another method below 4 ■ PP Adoption Agreement 4/30/2000 f� Other Method. (Note to Employer: Provide below language which will satisfy the 1.0 limitation of section 415(e) of the Code. Such language must preclude Employer discretion. See section 1.415-1 of the Regulations for guidance.) • 3. The limitation year is the following 12-consecutive month period: January 1 - December 31 IX. VESTING PROVISIONS The Employer hereby specifies the following vesting schedule,subject to (1) the minimum vesting requirements as noted and (2) the concurrence of the Plan Administrator. Years of Service Percent C.mpleted Vcstin Zero 100 % One Two Three Four Five Six % Seven Eight Nine Ten X. Loans are permitted under the Plan,as provided in Article XIII: Yes Q No [751J XI. The Employer hereby attests that it is a unit of state or local government or an agency or instrumentality of one or more units of state or local government. XII. The Plan Administrator hereby agrees to inform the Employer of any amendments to the Plan made pursuant to Section 14.05 of the Plan or of the discontinuance or abandonment of the Plan. XIII. The Employer hereby appoints the ICMA Retirement Corporation as the Plan Administra- tor pursuant to the terms and conditions of the ICMA RETIREMENT CORPORA- TION GOVERNMENTAL MONEY PURCHASE PLAN &TRUST. The Employer,hereby agrees to the provisions of the Plan and Trust. MPP Adoption Agreement 4/30/2000 5 • XIV The Employer hereby acknowledges it understands that failure to proper' all out this Adoption Agreement may result in disqualification of the Plan. XV. An adopting Employer may not rely on a determination letter issued by the National or District Office of the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Inter- nal Revenue Code. In order to obtain reliance with respect to plan qualification, the Employer must apply to the appropriate key district office for a determination letter. In Witness Whereof,the Employer hereby causes this Agreement to be executed on this day of , 200 EMPLOYER .By: Title: Attest: ACCEPTED: ICMA RETIREMENT CORPORATION Tide: Corporate Secretary 'Id-t4/211A-• b6441,4 Attest: 6 MPP Adoption Agreement 4/30/2000 Appendix "B" 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 sec 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 Tide 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 ICMAA Retirement Trust. NOW,THEREFORE, the Group Trust is created by the execution of this Declaration of Trust by the Trustee and is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement Trust, by the Trustees thereof, in accord with the following provisions: 1. Incorporation of ICMA Declaration by Reference; ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement, and to the extent not inconsistent herewith,all provisions of the ICIVLA Declaration arc 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 as signed to them in the ICMA Declaration. In addition, the By- Laws of the ICMA Retirement Trust, as the same may be amended from time-to-time, are adopted as the By-Laws of the Group Trust to the extent not inconsistent with the terms of this Group Trust Agreement. Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws are further modified with respect to the Group Trust created hereunder,as follows: (a) any reporting, distribution, or other obligation of the Group Trust vis-à-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 (b) all provisions dealing with the number, qualification, election, term and nomination of Trustees shall not apply, and all other provisions relating to trustees (including, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of a single corporate trustee. 2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to the Group Trust as follows: (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, invest- ment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the ICMA Retirement Trust. 1 (b) Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invests herein through the 1CMA Retirement Trust. (c) In accord with the By-Laws, that part of the Group Trust's corpus or income which equitably belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes other than for the exclusive benefit of the Plan's employees or their benefici- aries who are entitled to benefits under such Plan. (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign any or part of its equity or interest in the Group Trust, and any purported assignment of such equity or interest shall be void. 3. Governing Law. Except as otherwise required by federal, state or local law, this Declaration of Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust created hereun- der shall be construed and determined in accordance with applicable laws of the State of New Hampshire. 4. Judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appropriate state or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for the determination of any question of construction which may arise or for instructions. IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first above written. VANTAGETRUST COMPANY c, ii,f By: Name: Paul F. Gallagher Title: Assistant Secretary • 2 • CH CITY OF SPOKANE VALLEY SPOKANE COUNTY, WASHINGTON RESOLUTION NO. 03-036 A RESOLUTION OF THE CITY OF SPOKANE VALLEY, SPOKANE COUNTY, WASHINGTON,ESTABLISHING A 401 MONEY PURCHASE RETIREMENT PLAN WHEREAS, the City Council has entered into an employment agreement with the City Manager which provides, in part, for the establishment of a separate requirement program for the City Manager in lieu of the Washington Public Employees Retirement System (PERS); and WHEREAS, the establishment of a money purchase retirement plan benefits the . City Manager by providing funds for retirement and funds for his beneficiaries in the event of death; and WHEREAS, the City Council desires that its money purchase retirement plan be administered by the ICMA Retirement Corporation and that the fiends held under such plan be invested in the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their retirement and deferred compensation plans; • NOW, THEREFORE, be it resolved by the City Council of the City of Spokane Valley, Spokane County, Washington, as follows: Section 1. Plan Adopted. The City Council hereby establishes an additional money purchase retirement plan (the "Plan")_ in the form of the ICMA Retirement Corporation Governmental Money Purchase Plan & -Trust, pursuant to the specific provisions of the Adoption Agreement, attached hereto•as Appendix "A." The Plan shall be maintained for the exclusive benefit of eligible employees and their beneficiaries. Section 2. • Declaration of Trust. The City hereby accepts and adopts the Declaration of Trust of the ICMA Retirement Trust,•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 ICMA Retirement Trust. . Section 3. Trustee. The City as Employer hereby agrees to serve as trustee under the Plan and to invest funds held under the Plan in the ICMA Retirement Trust. Section 4. Plan Coordinator.. The Finance Director of the City shall be the coordinator for the Plan; shall receive reports, notices, etc. from the ICMA Retirement Corporation or the ICMA Retirement Trust; shall cast, on behalf.of the Employer, any required votes under the ICMA Retirement Trust; may delegate any administrative duties relating to the Plan to appropriate staff; and is authorized to execute all necessary • • agreements with the ICMA Retirement Corporation incidental to the administration of the Plan. Section 5. Effective Date. This Resolution shall be in full force and effective upon adoption. ADOPTED this 10th day of June 2003. . • City of Spokane Valley • Mayor Michael DeV,ming Christine Bainbridge, City Cie.- Approved as to Form: • `Try M. S z, City Att. ney • • • • 401 :Qualified Plan Implementation Data Form • Instructions to Employer Provide necessary information to establish your plan properly. AAL Please contact Employer Services at 1-B00-326-7272,if you have any questions. ICMA RETIREMENT CORPORATION ICMA-RC Use Only 1. Employer Number: 10 2. (902)Employer's Full Name: City of Spokane Valley, Washington Genoral Information 3. (924)Street Address:. 11707 East Sprague, Suite 106 (925) 4. (918)City:, Spokane Valley (919)State: WA (920)Zip Code: 99206 5. (633)Primary Contact Name: David Mercier 6. (634)Primary Contact Title: City Manager 7. (631)Primary Contact Telephone#: ( 509 ? 92].-1000='• 8. (632)Fax #:( 509 ) 921-1008 9. (882) Employer's Federal Tax Identification Number: 71-0914170 10. # of Employees: 1 11. # of Employees Eligible for Plan Participation: ]. 12. (803) Plan Year End Date: 12/31 Plan 13. Plan Level Quarterly Statements: (Note: * = default) Implemen- tation a. Sort Order: (629) l S=SSN* ❑ N=Name Information b. Output Media: (627) Il P=Paper* ❑ M=Microfiche c. Type: (626) 14 S=Summary* ❑ D=Detail 14. Contribution Information a. Deposit Medium: (624) IP Check 's ❑ Wire DACH b. Media Transmission: (623) ❑ EZ Link If you do not have Internet access, please contact ICMA- RC's Employer Services Unit at 7-800-326-7272 for alterna- tive submittal options. c. Sort Order: (612) 1 (S) SSW" ❑ IN) Name 15. Allocation Change Frequency:p (0) No Restrictions * ❑ (3) 1 per 4 months (220) ❑ (1) 1 per 12 months ❑ (4) 1 per 3 months ❑ (2) 1 per 6 months ❑ (5) 1 per Plan Year Page 1 of 3 401: Qualified Plan Implementation Data Form ICMA-RC Use Only AIAL Employer Number: 10 ICMA RETIREMENT CORPORATION Plan 16. Default Fund for Investment Allocations: tatPonmen- Instructions - Use the Vantagepoint Funds Brochure or sheet to complete this section. Information (con's) A. Default investment allocation. List the fund B. Investment restrictions. List the fund code(s) that code(s) and percentage for investment are NOT eligible for contributions or fund allocation if a participant elected allocation transfers: is not available. ((Vote:If no fund code is listed, the default will be Fund 71 -PLUS Fund.) PLAN CONTACTS (If any item#18-25 is left blank,the Primary Contact in Q.#5 will receive mailings) Disbursement/ 17. PT07 Contact Signature: Loan Contact Information (200) ContactName/Title. David Mercier, City yanagir (420) Telephone: ( 509) 921-1000 Fax:l 509) 921-1008 Please 18. PT08 Contact Signature: indicate alternate (200) Contact Name/Title:. Ken_T.homi, . .- . - is it - - a. Disbursement/ Loan Contacts (420) Telephone:{ 509) 921-1000 Fax:( 509 ) 921-1008 19. PT09 Contact Signature: (200) Contact Name/Title. (420) Telephone:( ) Fax:( Contribution/ EZ Link 20.PT02(200) Contact Name/Title: Contact Information (420) Telephone:( ] Fax:( ) Quarterly 21. PT04(200) Contact Name/Title. Statement Contact (420) Telephone: ( ) Fax:( Information Plan 22. PT05 1200) Contact Name: Ken Thompson Coordinator Contact Contact Title: Finance/Admin. Services Dir. Information Note: Changing this title requires an amendment to your resolution. (420) Telephone:( 509 ) 921-1000 Fax:(509 921-1008 Page 2 of 3 401 'Qualified Plan Implementation Data Form ICMA-RC Use Only AAL Employer Number: 10 ICMA RETIREMENT CORPORATION Billing 23. P7o6(2001 Contact Name/Title: Dan Cenis, Accounting Manager (Fees) Contact 14201 Telephone: ( 509 ) 921-1000 Fax:( 509 ) 921-1008 Information Remittance Reconcilia- 24. PT07(200)Contact Name/Title: Dan Cenis, Accounting Manager lion (420)Telephone: ( 509 ) 921-1000 Fax:( 509 ) 921-10Q8 Contact Comments: (Alternate Addresses for#18-26) Transferred 25. Is there a transfer of assets? ❑ Yes No Plan Asset Will total plan assets be transferred or is co-administration required? Information CI In total ❑ Co-administration Administrator Name (if app.) Company Address Telephone (_)__ _ Fax (_i 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?$ Date and methods (check,wire,etc.)the assets will be transferred to ICMA-RC: To ensure your funds are posted timely and accurately, please forward the following information to your ICMA-RC plan analyst before any assets are transferred. • Copies of most recent participant statements. • Complete list of participant names,social security numbers,total assets to be transferred. • Employer plan conversion form for each participant for allocation of funds or letter from employer if allocations are the same as contributions. • Administrative enrollment for retired or terminated participants with assets. • Copies of participant disbursement request forms for those currently receiving disbursements. • Copy of existing plan document for individually designed plan. How many participant loans are currently outstanding with your current Plan Administrator?We must receive the information for all outstanding loans to ensure a successful transition of the loan balances to ICMA-RC. • Participant Name • Loan payment amount • Social Security Number • Payment frequency • Original loan amount • Current loan balance • Original loan issue date • Highest 12 month balance • Loan interest rate • Loan number • Current balance by source (employer dollars, employee pre-tax dollars, etc.) • Page 3 of 3 Appendix "A" ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT Account Number 10- 8382 The Employer hereby establishes a Money Purchase Plan and Trust to be known as (the"Plan") in the form of the ICMA Retirement Corporation Governmental Money Purchase Plan and Trust.The Plan shall be known as: City of Spokane Valley City Manager's PERS Substitute Plan [906] This Plan is an amendment and restatement of an existing defined contribution money purchase plan. 0 Yes No If yes,please specify the name of the defined contribution money purchase plan which this Plan hereby amends and restates: I. Employer Name: City of Spokane Valley, WA (902] II. The Effective Date of the Plan shall be the first day of the Plan Year during which the Employer adopts the Plan,unless an alternate Effective Date is hereby specified: May 1, 2003 [I I. Plan Year will mean: The twelve (12) consecutive month period which coincides with the limita- tion year. (See Section 5.04(i) of the Plan.) [803] ❑ The twelve (12) consecutive month period commencing on and each anniversary thereafter. [803] I.V. Normal Retirement Age (not to exceed age 65) shall be age 55 [288) ELIGIBILITY REQUIREMENTS: 1. The following group(s) of Employees are eligible to participate in the Plan: All Employees All Full-Time Employees Salaried Employees Non-union Employees Management Employees Public Safety Employees General Employees X Other (specify below): City Manager MPP Adoption Agreement 4/30/2000 1 The group specified must correspond to a group of the same designation that is defined in the statutes,ordinances: rules,regulations,personnel manuals or other material in effect in the state or locality of the Employer. 2. The Employer hereby waives or reduces the requirement of a twelve (12) month Period of Service for participation. The required Period of Service shall be N/A write N/A if an Employee is eligible to participate upon employment). X3441 If this waiver or reduction is elected, it shall apply to all Employees within the Covered Employment Classification. 3. A minimum age requirement is hereby specified for eligibility to participate. The minimum age requirement is N/A (not to exceed age 21). Write N/A if no mini- 13411 mum age is declared. VI. CONTRIBUTION PROVISIONS 1 . The Employer shall contribute as follows (choose one): Fixed Employer Contributions With Or. Without Mandatory Participant Contributions. The Employer shall contribute on behalf of each Participant 21 % of earnings or $ -- for the Plan Year (subject to the limitations ofArticle V of the Plan). Each Participant is required to contribute 0 % of earnings or $ 0 for the Plan Year as a condition of participation in the Plan. (Write"0"if no contribution is required.) If Participant Contributions are required under this option, a Participant shall not have the right to discontinue or vary the rate of such contribu- tions after becoming a Plan Participant. The Employer hereby elects to "pick up" the Mandatory/Required Participant Contribution. Yes ❑ No [621] The pick-up provision specifies that the contribution is treated, for federal income tax purposes,as though it is made by the employer.The pick-up provision allows the employee Co defer taxes on the employee La contribution.The actual result is the same as if the contribu- tion were a reduction in that employee's salary by the amount of the contribution.Picked up contributions are NOT exempt from Social Security ra. (Note to Employer: A determination letter issued to an adopting Em- ployer is not a ruling by the Internal Revenue Service that Participant contributions that are picked up by the Employer are not includable in the Participant's gross income for federal income tax purposes. The Employer may seek such a ruling. MPP Adoption Agreement 4/30/2000 [Picked up contributions are excludable from the Participant's gross income under section 414(h)(2) of the Internal Revenue Code of 1986 only if they meet the requirements of Rev. Rul.81-35, 1981-1 C.13.255. Those requirements are (1) that the Employer must specify that the contributions,although designated as employee contributions, are being paid by the Employer in lieu of contributions by the employee;and (2) the employee must not have the option of receiving the contributed amounts directly instead of having them paid by the Employer to the plan.] ❑ Fixed Employer Match of Participant Contributions. The Employer shall contribute on behalf of each Participant % of Earnings for the Plan Year (subject to the limitations of Article V of the Plan) for each Plan Year that such Participant has contributed of Earnings or $ . Under this option,there is a single,fixed rate of Employer contributions,but a Participant may decline to make the required Participant contributions in any PlanYear,in which case no Employer contribution will be made on the Participant's behalf in that PlanYear. ❑ Variable Employer Match Of Participant Contributions. The Employer shall contribute on behalf of each Participant an amount determined as follows (subject to the limitations ofArticleV of the Plan): % of the contributions made by the Participant for the Plan Year (not including Participant contributions exceeding % of Earnings or $ ); PLUS % of the contributions made by the Participant for the PlanYear in excess of those included in the above paragraph (but not including Participant contributions exceeding in the aggregate of Earnings or $ ). Employer Contributions on behalf of a Participant for a Plan Year shall not exceed $ or % of Earnings,whichever is more or less. 2. Each Participant may make a voluntary (unmatched), after-tax contribution,subject to the limitations of Section 4.05 and ArticleV of the Plan. Y e s O N o MPP Adoption Agreement 4/30/2000 3 3. Employer contributions and Participant contributions shall be contributed to the Trust in accordance with the following payment schedule: (please circle one choice) [611] 0 Bi-Weekly 1 Weekly 2 Semi-Weekly 3 Bi-Monthly Q Monthly 5 Semi-Monthly 6 Bi-Quarterly 7 Quarterly 8 Semi-Quarterly 9 Bi-Annually 10 Annually 11 Semi-Annually EARNINGS Earnings, as defined under Section 2.09 of the Plan,shall include: (a) Overtime ❑ Yes No (b) Bonuses ❑ Yes x0 No VIII. ITATION ON ALLOCATIONS if the Employer maintains or ever maintained another qualified plan un which any Participant in this Plan is (or was) a participant or could possibly become a participant, the Employer hereby agrees to limit contributions to all such plans as provided herein,if necessary in order to avoid excess contributions (as described in Sections 5.02 and 5.03 of. the Plan). 1. If the Participant is covered under another qualified defined contribution plan main- tained by the Employer, the provisions of-Section 5.02(a) through (f) of the Plan will apply unless another method has been indicated below. ❑ Other. Method. (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount,and will properly reduce any excess amounts,in a manner that precludes Em- ployer discretion.) 2. If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer,and if the limitation in Section 5.03 of the Plan would be exceeded, then the Participant's Projected Annual Benefit under the defined benefit plan shall be reduced in accordance with the terms thereof to the extent necessary to satisfy such limitation. If such plan does not provide for such reduction,or if the limitation is still exceeded after the reduction, annual additions shall be reduced to the extent necessary in the manner described in Sections 5.02 and 5.02. The methods of avoiding the limita- tion described in this paragraph will not apply if the Employer indicates another method below 4 MPP Adoption Agreement 4/30/2000 • U Other Method. (Note to Employer: Provide below language which will satisfy the 1.0 limitation of section 415(e) of the Code. Such language must preclude Employer discretion. See section 1.415-1 of the Regulations for guidance.) 3. The limitation year is the following 12-consecutive month period: January 1 - December. 31 IX. VESTING PROVISIONS The Employer hereby specifies the following vesting schedule,subject to (1) the minimum vesting requirements as noted and (2) the concurrence of the Plan Administrator. Years of Service Percent Compiled Vesting Zero 1QQ % One Two % Three Four Five Six % Seven Eight % Nine Ten 1° X. Loans are permitted under the flan,as provided in Article XIII: Yes ❑ No [751] Xl. The Employer hereby attests that it is a unit of state or local government or an agency or instrumentality of one or more units of state or local government. XII. The Plan Administrator hereby agrees to inform the Employer of any amendments to the Plan made pursuant to Section 14.05 of the Plan or of the discontinuance or abandonment of the Plan. XIII. The Employer hereby appoints the ICMA Retirement Corporation as the Plan Administra- tor pursuant to the terms and conditions of the ICIv1A RETIREMENT CORPORA- TION GOVERNMENTAL MONEY PURCHASE PLAN &TRUST. The .Employer hereby agrees to the provisions of the Plan and Trust. MPP Adoption Agreement 4/30/2000 5 XIV The Employer hereby acknowledges it understands that failure to properly fill out this Adoptior Agreement may result in disqualification of the Plan. XV An adopting Employer may not rely on a determination letter issued by the National or District Office of the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Inter- nal revenue Code. In order to obtain reliance with respect to plan qualification,the Employer must apply to the appropriate key district office for a determination letter. In Witness Whereof, the Employer hereby causes this Agreement to be executed on this day of , 200 EMPLOYER By: (Z/21/1/1,f/L -t-G1 Title: -..m //.w Attest: .' 04E'4----- ACCEPTED: ICMA RETIREMENT CORPORATION /�c-A.si k Title: Corporate Secretary � Pc % .4,16,,- . Attest: 6 MPP Adoption Agreement 9/30/2000 ADMINISTRATIVE SERVICES AGREEMENT Type: 401 Account Number: 8382 Plan # 8382 • ADMINISTRATIVE SERVICES AGREEMENT This Agreement, made as of the day of , 2003 (herein referred to as the "Inception Date"), between The International City Management Association Retirement Corporation ("RC"), a nonprofit corporation organized and existing under the laws of the State of Delaware; and the City of Spokane Valley City("Employer")a City organized and existing under the laws of the State of Washington with an office at 11707 East Sprague Avenue, Spokane Valley City, Washington 99206. 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; The VantageTrust (the "Trust") is a common law trust governed by an elected Board of Trustees for the commingled investment of retirement funds held by state and local governmental units for their employees; RC acts as investment adviser to the Trust; 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." The Funds are available only to public employers and only through the Trust and RC. In addition to serving as investment adviser to the Trust, 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, form processing, benefit disbursement and asset management. AGREEMENTS 1. Appointment of RC Employer hereby designates RC as Administrator of the Plan to perform all non- discretionary 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 RC include: (a) allocation in accordance with participant direction of individual accounts to investment Funds offered by the Trust; (b) maintenance of individual accounts for participants reflecting amounts deferred, income, gain, or loss credited, and amounts disbursed as benefits; (c) provision of periodic reports to the Employer and participants of the status of Plan investments and individual accounts; - 2 - Plan # 8382 (d) communication to participants of information regarding their rights and elections under the Plan; and (e) disbursement of benefits as agent for the Employer in accordance with terms of the Plan. 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 investment, management and disbursement 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 RC on a timely basis such information as is necessary for 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). 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 RC shall not be responsible for any error arising from its reliance on such information. RC will provide account information in reports, statements or accountings. 4. Certain Representations, Warranties, and Covenants RC represents and warrants to Employer that: (a) 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 RC to serve as investment adviser to the Trust is dependent upon the continued willingness of the Trust for RC to serve in that capacity. (b) RC is an investment adviser registered as such with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. ICMA-RC Services, Inc. (a wholly owned subsidiary of RC) is registered as a broker-dealer with the Securities and Exchange Commission (SEC) and is a member in good - 3 - Plan # 8382 standing of the National Association of Securities Dealers, Inc. RC covenants with employer that: (c) RC shall maintain and administer the Plan in compliance with the requirements for plans which satisfy the qualification requirements of Section 401 of the Internal Revenue Code; provided, however, RC shall not be responsible for the qualified status of the Plan in the event that the Employer directs RC to administer the Plan or disburse assets in a manner inconsistent with the requirements of Section 401 or otherwise causes the Plan not to be carried out in accordance with its terms; provided, further, that if the plan document used by the Employer contains terms that differ from the terms of RC's standardized plan document, RC shall not be responsible for the qualified status of the Plan to the extent affected by the differing terms in the Employer's plan document. Employer represents and warrants to 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. 5. Participation in Certain Proceedings The Employer hereby authorizes 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 RC otherwise, Employer consents to the disbursement by RC of benefits that have been garnished or transferred to a former spouse, spouse or child pursuant to a domestic relations 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) Account Maintenance Fee. There shall be an annual account maintenance fee of $25.00. The account maintenance fee is payable in full on January 1st of each year on each account in existence on that date. For accounts established AFTER January 1st, the fee is payable on the first day of the calendar quarter following establishment and is prorated by reference to the number of calendar quarters - 4 - Plan # 8382 remaining on the day of payment. See Appendix A for EZLink terms and conditions. (c) Annual Plan Fee. There shall be an annual Employer fee of$500.00. The annual Plan Fee will be billed evenly on a quarterly basis and is payable within 30 days of receipt of billing. Plans which are initially established midyear will be billed on a pro- rata basis. (d) Compensation for Management Services to the Trust and Advisory and other Services to the Vantagepoint Funds. Employer acknowledges that in addition to amounts payable under this Agreement, RC receives fees from the Trust for investment management services furnished to the Trust. Employer further acknowledges that certain wholly-owned subsidiaries of 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. (e) Mutual Fund Services Fee. There is an annual charge of 0.15% assessed against average daily net Plan assets invested in the Trust's Mutual Fund Series. (f) Payment Procedures. (i) All payments to RC pursuant to this Section 6(a), (b), and (e) shall be paid out of the Plan assets held by the Trust and shall be paid by the Trust. The amount of Plan assets held in the Trust shall be adjusted by the Trust as required to reflect such payments. (ii) All payments to RC pursuant to Section 6(c) shall be paid directly by Employer, and shall not be deducted from Plan Assets held by the Trust. 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 RC and are not to be remitted to RC. In the event that any check or wire transfer is incorrectly labeled or transferred to RC, RC will return it to Employer with proper instructions. 8. Responsibility RC shall not be responsible for any acts or omissions of any person other than RC in connection with the administration or operation of the Plan. 9. Term This Agreement may be terminated without penalty by either party on sixty days advance notice in writing to the other. - 5 - Plan # 8382 10. Amendments and Adjustments (a) This Agreement may not be amended except by written instrument signed by the parties. (b) The parties agree that compensation for services under this Agreement and administrative and operational arrangements may be adjusted as follows: RC may propose an adjustment by written notice to the Employer given at least 60 days before the effective date of the adjustment and the notice may appear in disclosure documents such as Employer Bulletins and the Retirement Investment Guide. Such adjustment shall become effective unless, within the 60 day period before the effective date the Employer notifies RC in writing that it does not accept such adjustment, in which event the parties will negotiate with respect to the adjustment. (c) 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. 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 sole agreement between 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. Any prior agreements, promises, negotiations or representations, verbal or otherwise, not expressly set forth in this Agreement are of no force and effect. 13. Governing Law This agreement shall be governed by and construed in accordance with the laws of the State of Washington, applicable to contracts made in that jurisdiction without reference to its conflicts of laws provisions. - 6 - Plan # 8382 In Witness Whereof, the parties hereto have executed this Agreement as of the Inception Date first above written. CITY OF SPOKANE VALLEY CITY by: ) 0-.. ///1-14-Ge-e--4 Signature/Date b4 vrd )14. M- Name a d Title (Please Print) INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION iak by: Paul Gallagher Corporate Secretary - 7 - • Plan # 8382 Appendix 1 I. The annual Account Maintenance Fee for individual whose Employers do not use EZLink for enrollment and contribution processing shall be $36.00. II. The annual Account Maintenance Fee for individual whose Employers are using EZLink for enrollment and contribution processing, where average participant account balance is less than $25,000 shall be $25.00. This fee applies to this Plan. Ill. The annual Account Maintenance Fee for individuals will be waived ($0.00) for Employers who use EZLink for enrollment and contribution processing, where the average participant account balance is equal to or greater than $25,000. - 8 - Appendix "A" ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT Account Number 10- 8382 The Employer hereby establishes a Money Purchase: Plan and Trust to he known as (the"Plan") in the form of the i. MA Retirement Corporation Govenunental Money Purchase Plan and Trust.The Plan shall be known as: City of Spokane Valley City C$anager{s PERS Substitute Plan [906] This Plan is an arnendm,ent and restatement of-an existing defined contribution money purchase plan. �J Yes No If yes,please specify the name or the defined contribution money purchase plan which this Plan hereby amends and restates; I. .Employer Name: City of Spokane Valley, WA 19 2] 11. The Effective Dare of the Plan shall be the first day of the Plan Year during which the Employer adopts the Plan, unless an alternate Effective Dare is ]hereby specified: May 1, 2003 III, l 1ari Year will mean: The twelve (12) consecutive month period which coincides with the limita- tion year. (See Section 5.04(i) of the Plan.) [803} ❑ The twelve (12) consecutive month period commencing on and each anniversary thereafter. 1803) 1 Norn12] Retirement Age (not co exceed age 65) shall be age 55 _ [288J . ELIGIBILITY F UIRFME NT : 1. The following groups) of Employees are eligible to participate in the Plan: All Employees All Full-Time Employees Salaried Employees Non-union Employees Management Employees Public Safety Employees Genera] Employees X Other (specify below): City Maria.7.9-r MPP.'4doptinn Agreement 413012000 The group specified must correspond to a group of the same designation that is defined in the statutes, ordinances, rules,regulations,personnel manuals or other material in effect in the state or locality of the Employer. 2. The Employer hereby waives or reduces the requirement of a twelve (12) month Period of Service for participation. The required Period of. Service shall be N/A write N/A if an Employee is eligible to participate upon employment). f3443 If this waiver or reduction is elected, it shall apply to all Employees within the Covered Employment Classification. 3. A minimum age requirement is hereby specified for eligibility to participate. The minimum age requirement is N/A (not to exceed age 21). Write N/A if no mini- 1341J mum age is declared. VI. CONTRIBUTION PROVISIONS 1. The Employer shall contribute as follows (choose one): Fixed Employer Contributions With Or Without Mandatory Participant Contributions. The Employer shall contribute on behalf of each Participant 21 % of earnings or $ -- for the Plan Year (subject to the limitations ofArticleV of the Plan). Each Participant is required to contribute 0 % of earnings or $ for the PlanYear as a condition of participation in the Plan. (Write"0"if no contribution is required.) If Participant Contributions are required under this option,a Participant shall not have the right to discontinue or vary the rate of such contribu- tions after becoming a Plan Participant. The Employer hereby elects to "pick up"the Mandatory/Required Participant Contribution. n11 Yes 0 No [621] The pick-up provision specifies that the contribution is treated,for federal income tax purposes, as though it is made by the employer.The pick-up provision allows the employee to defer taxes on the employee man 'wry contribution.The actual result is the same as if the contribu- tion were a reduction in that employee's salary by the amount of the contribution.Picked up contributions are NOT exempt from Social Security tax [Note to Employer: A determination letter issued to an adopting Em- ployer is not a ruling by the Internal Revenue Service that Participant contributions that are picked up by the Employer are not includable in the Participant's gross income for federal income tax purposes. The • Employer may seek such a ruling. 2 MPP Adoption Agreement 4/30/2000 [Picked up contributions are excludable from the Participant's gross income under section 414(h)(2) of. the Internal Revenue Code of 1986 only if they meet the requirements of Rev.Rul. 81-35, 1981-1 C.B. 255. Those requirements are (1) that the Employer must specify that the contributions,although designated as employee contributions,are being paid by the Employer in lieu of contributions by the employee; and (2) the employee must not have the option of receiving the contributed amounts directly instead of having them paid by the Employer to the • plan..) ❑ Fixed Employer Match of Participant Contributions. The Employer shall contribute on behalf of each Participant % of Earnings for the Plan Year (subject to the limitations oiArticle V of the Plan) for each PlanYear that such Participant has contributed of Earnings or $ . Under this option,there is a single;fixed rate of Employer contributions, but a Participant may decline to make the required Participant contributions in any PlanYear,in which case no Employer contribution will be made on the Participant's behalf in that Plan Year. ❑ Variable Employer Match Of Participant Contributions. The Employer shall contribute on behalf of each Participant an amount determined as follows (subject to the limitations of Article V of the Plan): % of the contributions made by the Participant for the Plan Year (not including Participant contributions exceeding % of Earnings or $ ); PLUS % of the contributions made by the Participant for the Plan Year in excess of those included in the above paragraph (but not including Participant contributions exceeding in the aggregate of Earnings or $ ). Employer Contributions on behalf of a Participant for a Plan Year shall not exceed $ or % of Earnings, whichever is more or less. 2. Each Participant may make a voluntary (unmatched), after-tax contribution;subject to the limitations of Section 4.05 and ArrticleV of the Plan. Yes ❑ No lvSPP Adoption Agreement 4/30/2060 3 3. Employer contributions and Participant contributions shall be contributed to the Trust in accordance with the following payment schedule: (please circle one choice) [611] 0 Iii-Weekly 1 Weekly 2 Semi-Weekly 3 Bi-Monthly 0 Monthly 5 Semi-Monthly 6 Bi-Quarterly 7 Quarterly 8 Semi-Quarterly 9 Bi-Annually 10 Annually 11 Semi-Annually VII. EARNINGS Earnings, as defined under Section 2.09 of the Plan,shall include: (a) Overtime ❑ Yes X cl No (b) Bonuses ❑ Yes x No VIII. LIMITATION ON ALLOCATIONS If the Employer maintains or ever maintained another qualified plan in which any Participant in this Plan is (or was) a participant or could possibly become a participant, the Employer hereby agrees to limit contributions to all such plans as provided herein, if necessary in order to avoid excess contributions (as described in Sections 5.02 and 5.03 of the Plan). 1. If the Participant is covered under another qualified defined contribution plan main- tained by the Employer, the provisions of Section 5.02(a) through (f) of the Plan will apply unless another method has been indicated below ❑ Other Method. (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount,and will properly reduce any excess amounts,in a manner that precludes Em- ployer discretion.) 2. If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer,and if the limitation in Section 5.03 of the Plan would be exceeded, then the Participant's Projected Annual Benefit under the defined benefit plan shall be reduced in accordance with the terms thereof to the extent necessary to satisfy such limitation. If such plan does not provide for such reduction, or if the limitation is still exceeded after the reduction,annual additions shall be reduced to the extent necessary in the manner described in Sections 5.02 and 5.02. The methods of avoiding the limita- tion described in this paragraph will not apply if the Employer indicates another method below. 4 R4PP Adoption Agreement 4/30/2000 • ❑ Other Method. (Note to Employer: Provide below language which will satisfy the 1.0 limitation of section 415(e) of the Code. Such language must preclude Employer discretion. See section 1.415-1 of the Regulations for guidance.) 3. The limitation year is the following 12-consecutive month period: January 1 - December 31 la. VESTING PROVISIONS The Employer hereby specifies the following vesting schedule,subject to (1) the minimum vesting requirements as noted and (2) the concurrence of the Plan Administrator. Years of Service Percent Completed Vesting Zero 100 % One Two % • Three Four Five Six Seven Eight Nine Ten X. Loans are permitted under the Plan, as provided in Article XIII: xa Yes ❑ No p51J XI. The Employer hereby attests that it is a unit of state or local government or an agency or instrumentality of one or more units of state or local government. Xl I. The Plan Administrator hereby agrees to inform the Employer of any amendments to the Plan made pursuant to Section 14.05 of the Plan or of the discontinuance or abandonment of the Plan. XII I. The Employer hereby appoints the ICMA Retirement Corporation as the Plan Administra- tor pursuant to the terms and conditions of the ICMA RETIREMENT CORPORA- TION GOVERNMENTAL MONEY PURCHASE PLAN &TRUST. The Employer hereby agrees to the provisions of the Plan and Trust. MPP Adoption Agreement 4/30/2000 5 XIV. The Employer hereby acknowledges it understands that failure to properly fill out this Adoption • Agreement may result in disqualification of the Plan. XV An adopting Employer may not rely on a determination letter issued by the National or District Office of the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Inter- nal Revenue Code. In order to obtain reliance with respect to plan qualification, the Employer must apply to the appropriate key district office for a determination letter. In Witness Whereof, the Employer hereby causes this Agreement to be executed on this day of , 200 EMPLOYER By: Tide: Attest: ACCEPTED: ICMA RETIREMENT CORPORATION Tide: Corporate Secretary P. Attest: 6 MPP Adoption Agreement 4/30/2000 • Appendix "B" 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 Tide 35 of the New Hampshire Revised Statutes Annotated, to accept and hold for investment purposes the assets of the Deferred Compensation and Qualified Plans held by and through the ICMA Retirement Trust. NOW, THEREFORE, the Group Trust is created by the execution of this Declaration of Trust by the Trustee and is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement Trust, by the Trustees thereof, in accord with the following provisions: 1. Incorporation of ICMA Declaration by Reference; ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement, and to the extent not inconsistent herewith, all provisions of the ICMA Declaration are incorporated herein by reference and made a part hereof, to be read by substituting the Group Trust for the Retirement Trust and the Trustee for the Board of Trustees referenced therein. In this respect, unless the context clearly indicates otherwise, all capitalized terms used herein and defined in the ICMA Declaration have the meanings assigned to them in the ICMA Declaration. In addition, the By- Laws of the ICIvIA Retirement Trust, as the same may be amended from time-to-time, are adopted as the By-Laws of the Group Trust to the extent not inconsistent with the terms of this Group Trust Agreement. Notwithstanding the foregoing, the terms of the ICMA Declaration and By-Laws are further modified with respect to the Group Trust created hereunder, as follows: (a) any reporting, distribution, or other obligation of the Group Trust vis-a-vis any Deferred Compensation Plan, Qualified Plan, Public Employer, Public Employer Trustee, or Employer Trust shall be deemed satisfied to the extent that such obligation is undertaken by the ICMA Retirement Trust (in which case the obligation of the Group Trust shall run to the ICMA Retirement Trust); and (b) all provisions dealing with the number, qualification,election, term and nomination of Trustees shall not apply, and all other provisions relating CO trustees (including, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of a single corporate trustee. 2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to the Group Trust as follows: (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, invest- ment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the ICMA Retirement Trust. 1 (b) Pursuant to the By-Laws, the Group Trust is adopted as a part of each Qualified Plan that invests herein through the IClvIA Retirement.Trust. (c) In accord with the By-Laws, that part of the Group Trust's corpus or income which equitably belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes other than for the exclusive benefit of the Plan's employees or their benefici- aries who are entitled to benefits under such Plan. (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign any or part of its equity or interest in the Group Trust, and any purported assignment of such equity or interest shall be void. 3. Governing Law. Except as otherwise required by federal,state or local law, this Declaration of Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust created hereun- der shall be construed and determined in accordance with applicable laws of the State of New Hampshire. 4. Judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appropriate state or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for the determination of any question of construction which may arise or for instructions. IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first above written. VANTAGETRUST COMPANY 4 By: Name: Paul F. Gallagher Title: Assistant Secretary 2 Appendix "B" DECLARATION OF TRUST This Declaration of Trust(the"Group Trust Agreement") is made as of the 19th day of May, 2001, by VantagcTrust 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 of7rust 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 oldie 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 ICIv1A.Retirement Trust, by the Trustees thereof, in accord with the following provisions: 1. Incorporation of ICMA Declaration by Reference; ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement, and to the extent not inconsistent herewith, ail provisions of the ICIv1A 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 CO 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 CO the Group Trust created hereunder,as follows: (a) any reporting, distribution, or other obligation of the Group Trust vis-à-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 (b) all provisions dealing with the number, qualification, election, term and nomination of Trustees shall not apply,and all other provisions relating to trustees (including, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of a single corporate trustee. 2. Compliance with Revenue Procedure 81-100. The requirements of Revenue Procedure 81-100 are applicable to the Group Trust as follows: (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, invest- ment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the ICMA Retirement Trust. 1 (b) Pursuant to the By-Laws, the Group"bust is adopted as a part of each Qualified Plan that invests herein through the ICMA Retirement Trust. (c) In accord with the By-Laws, that part of the Group Trust's corpus or income which equitably belongs to any Deferred Compensation and Qualified Plan may not be used for or diverted to any purposes other than for the exclusive benefit of the Plan's employees or their benefici- aries who are entitled to benefits under such Plan. (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign any or part of its equity or interest in the Group Trust, and any purported assignment of such equity or interest shall be void. 3. Governing Law. Except as otherwise required by Federal,state or local law, this Declaration of Trust (including the ICMA Declaration to the extent incorporated herein) and the Group Trust created hereun- der shall be construed and determined in accordance with applicable laws of the State of New Hampshire. 4. Judicial Proceedings. The Trustee may at any time initiate an action or proceeding in the appropriate state or federal courts within or outside the state of New Hampshire for the settlement of its accounts or for the determination of any question of construction which may arise or for instructions. IN WITNESS WHEREOF, the Trustee has executed this Declaration of Trust as of the day and year first above written. VAINTAGETRUST COMPANY ak • LS .0.6, By: Name: Paul E Gallagher Title: Assistant Secretary • • 2 4 01 emsdilfniedl PIIan rionmpilertmetreterao®n Data Form • Instructions to Employer: Provide necessary information to establish your plan properly. Please contact Employer Services ail-BOO-326-7272, it you have any questions. ICMA RETIREMENT CORPORATION ICMA-RC Use Only 1. Employer Number: 10 _ 2. (902) Employers Full Name:- City of Spokane Valley, Washington General Information 3. (924)Street Address: 11707 East Sprague, Suite 106 (925) 4. (918)City:_ Spokane Valley (619)Staters'® (920,1 Zip Code: 99206 5. (633) Primary Contact Name: David Mercier 6. (634) Primary Contact Title: _Cit _Mana_er _ _ 7. (631)Primary Contact Telephone#: (, 509 ) 921-1.000 8. (632) Fax #.( 509 ) 921-1008 9. (3821 Employer's Federal Tax Identification Number: 71-0914170 10. # of Employees: 1 11. # of Employees Eligible for Plan Participation:_ 1 12. (803) Plan Year End Date: 12/31 Plan i»plemen- 13. Plan Level Quarterly Statements: (Note: * = default) tation a. Sort Order: (629) :P S=SSN" J N=Name Information b. Output Media: (627) -41 P=Paper* J N1=-Microfiche c. Type: (626) T S=Summary" ❑ D=Detail 14. Contribution Information a. Deposit Medium: (624) • 1 Check J Wire ❑ACH b. Media Transmission: (623) J EZ Link If you do not have Internet access, please contact ICMA- RC's Employer Services Unit at 1-800-326-7272 for alterna- tive submittal options. c. Sort Order: (6121 4 IS) SSN* ❑ (N) Name 15. Allocation Change Frequency: (0) No Restrictions * 0 (3) 1 per 4 months (220) J (1) 1 per 12 months Li (4) 1 per 3 months J (2) 1 per 6 months J (5) 1 per Plan Year Page 1 of 3 401 'Qualified Plan Implementation Data Form ICMA-RC Use Only Employer Number: 10 ICMA RETIREMENT CORPORATION Plan 16. Default Fund for Investment Allocations: Implemen- tation Instructions - Use the Vantagepoint Funds Brochure or sheet to complete this section. Information (con'tl A. Default investment allocation. List the fund ( B. Investment restrictions. List the fund codes) that code(s) and percentage for investment are NOT eligible for contributions or fund allocation if a participant elected allocation transfers: is not available. (Note:If no fund code rs listed, the default will be Fund 71 -PLUS Fund.) PLAN CONTACTS (If any item#18.25 is left blank, the Primary Contact in 0.#5 will receive mailings) Disbursement/ 17. PTO1 Contact Signature: Loan Contact Information 12001 Contact Name/Title. Davi 1 Mercier. G:i.ty Manager (420) Telephone:( 509) 921-1.000 Fax:( 509 ) 921-10Q8 Please 18.PT08 Contact Signature: indicate alternate (200) Contact Name/Title: Ken ThoInps_o,n.. Fin an c.e 4rni-n__Sea v e4_L).ir Disbursement/ Loan Contacts (420) Telephone: ( 509 l 921.-1000 Fax:4 509) 921-1008 19. PT09 Contact Signature: - (200) Contact Name/Title. 1420) Telephone:I ) Fax:( Contribution/ EZ Link 20. PT02(200) Contact Name/Title. Contact Information (420) Telephone: ( ) Fax:( ), Quarterly 21 PT04 (200) Contact Name/Title. Statement Contact (420) Telephone: ( )- Fax:( Information Plan 22. PT05(200) Contact Name: Ken T.h ingss.n Coordinator Finance/Admin. Services Dir. Contact Contact Title. Information Note: Changing this title requires an amendment to your resolution. (420) Telephone: ( 509 ) 921-1000 Fax:(509 ) 921-1008 Page 2 of 3 401 Qualified Plan 6mplementatio n Data Form 1CMA-RC Use Only — , Employer Number: 10 =- ICMA RETIREMENT CORPORATION Billing 23. PT06(200)Contact Name/Title: Dan Genii, Accounting tilanaBer IFees) Contact (4201 Telephone: ( 509 ) 921-1000 Fax:( 509 ) 921-1008 Information Remittance Reconcilia- 24. PTO?(200)Contact Name/Title: Dan Cenis, Accounting Manager lion (4201 Telephone: ( 509 ) 921-1.000 Fax:(, 509 ) 92.1-1008 Contact ll Comments: (Alternate Addresses for#18-26) Transferred 25. Is there a transfer of assets? J Yes ' No Plan Asset Will total plan assets be transferred or is co-administration required? Information ❑ In total J Co-administration Administrator Name (if app.) Company - Address Telephone t—) Fax ( ) 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 ICNiA-RC? S Date and methods (check,wire, etc.) the assets will be transferred to ICMA-RC: To ensure your funds are posted timely and accurately, please forward the following information to your ICMA-RC plan analyst before any assets are transferred. • Copies of most recent participant statements. • Complete list of participant names,social security numbers,total assets to be transferred. • Employer plan conversion form for each participant for allocation of funds or letter from employer if allocations are the same as contributions. • Administrative enrollment for retired or terminated participants with assets. • Copies of participant disbursement request forms for those currently receiving disbursements. • Copy of existing plan document for individually designed plan. How many participant loans are currently outstanding with your current Plan Administrator?We must receive the information for all outstanding loans to ensure a successful transition of the loan balances to ICMA-RC. • Participant Name • Loan payment amount • Social Security Number • Payment frequency • Original loan amount • Current loan balance • Original loan issue date • Highest 12 month balance • Loan interest rate • Loan number • Current balance by source (employer dollars, employee pre-tax dollars, etc.) Page 3of3 Governmental Money Purchase Plan Return Booklet This booklet contains the following documents: A Suggested Resolution A Adoption Agreement A Implementation Data Form A EZ Link Access Form A Two Administrative Services Agreements I MA RETIREMENT CORPORATION. The public service Vantagepointe since 1972 Governmental Money Purchase Plan & Trust Employer Plan Adoption Booklet This is one of two booklets containing information to establish your Governmental Money Purchase Plan Si Trust with the ICMA Retirement Corporation. Please return the following documents to IMA-I : 1. Completed Resolution, • Use he ICMA-RC Suggesce.d Resolution enclosed. • Complete your. own Resolution. It'you are using your own Resolution., please. have it reviewed by 1CIVIA-RG prior to passage_ 2. Adoption Agreement. Complete all sections of the Agreement and execute. 3_ Implern.entation Data Form_ Con-I.plete all sections. 4. E . Link Acc.ess For.rrm_ 5. Loan Guidelines ifa licable � PP .� 6, Two signed Administrative Services Agreements. Once you are ready to begin completing this information, please contact your Implementation Analyst, toll-free at 1-800-326-7272 for assistance. SUGGESTED RESOLUTION FOR A LEGISLATIVE BODY RELATING TO A 401 MONEY PURCHASE PLAN ACCOUNT NUMBER: ill RESOLUTION OF (EMPLOYER NAME). WILE .,EAS,the Employer has employees rendering x+aluable services;a11d • WHEREAS, the establishment of money purchase retirement plan benefits employees by providing funds for retiremennt and funds for their beneficiaries in the event of death:and WHEREAS,the Employer desires that its money purchase retirement plan he adminisbrred by the ICMA Retirement Corpora- don and that the funds held under such plan be invested in the. 1CMA Retirement Trust,a trnsc established by public employers for the collective investment of funds held under [heir retirement and deferred compensation plans: NOW THftEF ORE BE LT RESOLVED that the Employer hereby establishes or has established <t money purchase retirement plan (the"Plank ') in the form of (Select one) �J The TCMA Retirement Corporation Governmental Money Purchase Plan Tirusr.,pursuant to die • specific provisions of the Adoption Agreement (el,zecuted copy attached hereto). 1 i The Plan and Trust provided by the Employer (executed copy attached hereto). The Plan shall be maintained for the exclusive benefit of eligible employees and their beneficiaries;a nd B2 LT FURTHER L E.SOLVEft that the Employer hereby executes the Declaration ofTrust of the ICMA Retirement Trust, attached hereto,intending this execution to be operative with respect to any retirement or deferred compensation plan subse- quently established by the E.mpIoyer, if the assets of the plan are to be invested in die ICMA Retirement Trust., BE IT FURTHER. RESOLVED that the.Employer hereby agrees to serve as trustee under the Phis and to invest fonds held under the Plan in the TCMA Retirement Trust;and BE IT FURTHER RESOLVED that the _ e (use tide of oFFcial,not name) shall be the coordinator for the flan;shall receive reports,notices,etc.,from the ICMA Retirement Corporation or the ICMA Retirement Trust.;shall cast. on behalf of the Employer,any required votes under the. I CMA R.etirement Trust; may delegate any adntinistritive duties relating to the Plan to appropriate departmeimrs;and is authorized co execute all necessary agreements with the ICMA Retirement Corpora- tion incidental to the administration of die Plan- Clerk of the (City. County,etc.) of_ , do hereby certify that the foregoing resolution proposed by (Council Member,Trustee,etc.) of ,was duly passed and adopted by the {Council,Board,etc-) of the (City,Cooney, etc) of _at a regular nY etkng thereof assembled this _day of 20_ ,by die following vote: AYES; NAYS: ABSENT; (SEAL) Clerk of the (City,Cnurtity,etc.) 401 Qualified Plan • Implementation Data Form Please ensure that each section of this form is completed before returning it to the Retirement Corporation along with the other adoption materials, You may contact Employer Services at 1-800-325-7272 if you have questions. II The following list of designations should help you complete the Implementation Data Form; 5. Primary Contact This person is responsible for the day-to-day administration and processing of IIVIA-RC transactions. This is the person we call if general questions arise concerning your ICMA-RC account. I, 12. Plan Year End Date The twelve (12) consecutive month period designated by the Employer in the Adoption Agreement, 17. Disbursement{Loan This person(s) will be responsible for signing disbursement and loan withdrawal forms, authorizing any disbursement 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_ 20. Contribution/EZ Link Contact The person responsible for sending contributions to RC, If there are discrepancies in the actual check or 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. 21. Quarterly Statement This person will receive all quarterly statements. 22. 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, 23. Billing (Fees) If RC charges any employer paid fees to your account, this person will receive the invoices_ 24, Remittance Reconciliation This should•be the same person as the contribution person. Confirmations for each contribution received are sent to this individual. • • Li nk Streamlining plan administration through technology Now a owerful combination of advanced technology P o ogy end information management can streamline your plan administration, regardless of your plan size. It's calked EZ Link— a new Internet tool provided by the ICMA Retire- ment Corporation, The Power of the Internet E7 Link gives you electronic access to a wide range of plan specific information, transaction processing capabili- ties and keeps you up-to-date on the latest in plan changes. You'rl now be able to access the information you need, when you need it. When you log on through the Internet, you will be joining the thousands of employers who have access to the following options' Plan and art cipant inquiry. Transaction Processing • Account balances • Enrollments • Allocation percentages • Contribution (send us a file or enter on-line} • Transaction history • Participant changes • Statements on demand - Rehires • Contribution reconciliation On-hire transaction capability wiUU be expanded in 2000 to include, • Emergency withdrawals • Termination withdrawals molo.yer Library • Tap into a wide range of information specifically geared to employers Getting Started It's easy to become an EZ Link-partner—simply complete and return the attached EZ Link Access Form, Once you have signed and returned the form, you wif be assigned an EZ Link User ID and password. To ensure proper security, your EZ Link password will be sent via U.S. mail within 7-10 business days. To take full advantage of EZ Links we recommend the following: • Netscape Navigator 4.5 or higher • Microsoft Internet Explorer 5.0 or higher • 56K modem • Pentium processor - 32-bit operating system Windows 95f}Windo s NT) Note, EZ Link data is protected by encryption using SSE. (Secure Socket Layer) protocol, so you know your data is safe, EZ LINK ACCESS FORM Link INSTRUCTIONS • Wm A RETIREMENT CORPORATION Who should use the EZ Link Access form? Plan Sponsors who would like to receive an EZ Link USER ID and password for the first time and those who would like to change the access on a particular USER ID. You must include the plan name and plan number. �I Please provide the name of the person at your plan who is designated as the plan coordinator. This flan person should also authorize access at the end of this form. If you want to confirm your current plan Caardinator, coordinator, please call the Employer Services Unit at 1-800-326-7272 between 8:30 a.m. and 7;30 p.m. Information Eastern Time. Any person you would like to have access to EZ Link should be listed here_ If this is a changer please 2 note the staff member's current EZ Link USER ID. Password Holder You can restrictiWant access for each password holder based upon one or a combination of the Information following options: Balances/Inquirx; access plan and participant level information, including balances and investment allocations Enrollments/Rehir : enroll or rehire a participant on-line Contribution & Loan Rep_arvments Detail: rile Transfer: submit a pre-formatted contribution & loan repayment file in ICA-RC format} On-Line Entry: process contributions and loan repayments on-line using a prior payroll as a baser or start from scratch Eact c� ant Changes' update participant information such as name, address, marital status, title, phone number This section outlines the systems recommendations for accessing and processing on-line using System EZ Link. If you have any questions regarding these recommendations, please send an email to the I Recornmen- ICMA-RC Webmaster by accessing l MA-RC's Web site at www.icmarc.org and select "Contact Us." dations: Please have the plan coordinator sign and date this E2 Link Access Form_ Plan Coordinator li Approval .^ ij ::f EZ LINK ACCESS FORM Lick ICMA RETF EMENT con oFInrioN ' ❑ New Access Request ❑ Change Access Request Coordinator' Plan Name: Information Plan Number*: (1ins kitiargrial Plan Coordinator Name: Title: liativ Le Phone Number: — enrrWledro Fax: _ ,L :krocessn Email Address: _ I tKys.l Mailing Address: City; State; _ _Zip: Total Number of User ID's: 2 User ID Cif a change( Password Name: , Holder Ttle: Information Phone #: _ email Address: Access: balances/Inquiry _Y —N Contributions & Loan Repays: ; Enrollments/Rehires _Y —N File Transfer Y N Participant Changes —Y _N On-Line Entry Y N (name, address, etc.) i User ID {if a change) Name: Title: Phone #: _ Email Address: Access: ' Balances/inquiry —Y _N Contributions & Loan Repays: , ' Enrollments/Rehires _Y —N File Transfer Y _N Participant Changes —Y N On-Line Entry �Y N (name, address, etc.) User ID (if a change) _ Name: Title: Phone #' _ Email Address: case: Balances/inquiry Y —N Contributions & Loan Repays; Enrollments/Rehires V N File Transfer N Participant Changes ,Y �N On-Line Entry Y N (name, address, etc.) — i User ID (if a change) Name: Title: Phone #; Email Address: Access; Balances/Inquiry Y _N Contributions & Loan Repays: Enrollments/Rehires �Y N File Transfer Y N Participant Changes —Y —N On-Line Entry Y N {name, address, etc.) — — EZ LINK ACCESS FORM Link f ICMA RETIREMENT CORPORATION 2 User ID (if a change} Name: Password Holder Title; Information Phone #; Email Address; {continued} Access: - Balances/Inquiry _Y —N Contributions & Loan Repays; Enrollments/Rehires Y N File Transfer Y N Participant Changes iY _N On-Line Entry Y N (name, address, etc.) User ID lif a change) Name: Title: Phone #: Email Address; Access: Balancesfinguiry _Y N Contributions & Loan Repays; Enrollments/Rehires _Y N File Transfer Y N Participant Changes iY N On-Line Entry �Y —N • (name, address. etc,} The minimum supported hardware and software for EZ Link is; V Netscape Navigator Version 4.5, OR Microsoft Internet Explorer 5.0 System Recommen- 1,04 128 Bit'Encryption dations ✓ 56K modern or better ✓ Pentium class PC ✓ Windows NT, 1995 or later OTHER SYSTEMS ARE NOT RECOMMENDED 4 ICfu1A-RC considers participant information to be highly confidential, and we go to great lengths to avoid breaching that I confidentiality. For this reason, ICMA-RC cannot be responsible for Iii negligent or intentional misuse of the PIN by the Plan [the municipality's] officers, employees, agents or contractors, (ii}a breach of confidentiality that may occur as a result j Coordinator of such negligent or intentional misuse of the PIN, or MO a breach of confidentiality that may occur as a proximate result Approval of the[municipality's]arre•9•9 to the participant database. If the [murlicipa[ity'sl uses EZ Link online transaction process- ing, please remember to review all financial information you have entered for your participants, as ICMA-RC is not responsible for incorrect data transmitted by the [Municipality]. ICMA-RC recommends that you encourage all partici- pants to review confirmations for accuracy. The Retirement Corporation's home page is normally available 24 hours a day, seven days a week. However,service availability is not guaranteed_ Neither the Retirement Corporation or its affiliates, the Retirement Trust, nor The Vantagepoint Funds will be responsible for any loss for forgone gain[you may incur as a result of service being unavail- able. Please signify your agreement to these terms by signing in the space indicated below. You may fax this signed agreement to the EZ Link Administrator at 1=202-962-46&1.Vill9 will then provide you with your User 10(s[ and Password(s) so you can use EZ Link. Should you have questions, please call Employer Services at 1-800-326-7272. • Agreed: Date: rized Signatory Print Y°::::::: e Please return the following documents in the enclosed envelope or mail to: ICMA Retirement Corporation Attn: Implementation Analyst 777 North Capitol Street, N.E. Washington, DC 20002-4240 ❑ Completed Resolution ❑ Completed Adoption Agreement IJ Two signed Administrative Services Agreements ❑ Implementation Data Form ❑ Loan Guidelines (if applicable) ❑ Completed EZ Link Access Form If you have not received all of these documents, please notify your Implementation Analyst at (800) 326-7272 immediately. ICMA RETIREMENT CORPORATION 777 North Capitol Street N.E. Washington, DC 20002-4240 1-800-326-7272 www.icmarc.org BR 1 M-007-200006 r — ocgIA RIA400111N5U)l4 @ORP ® RaTIME \,_%—'1) In [ID) ECkg This packet includes: a 401 Loan Program Implementation Instructions • Suggested Resolution to Amend a Money Purchase Plan • Adoption Agreement toAmend a Money Purchase Plan • Suggested Resolution to Amend a Pro#it-Sharing Plan .1 Adoption Agreement to Amend a Profit-Sharing Plan • A Guide to Implementing a Loan Program A. 401 Loan Guidelines p bias f;f'JIcc fE:ntage,"'o nt si,n,'.. -972 tl ABOUT THIS PACKET This packet contains everything you need to Please ensure that the following amend your plan to permit loans and to design items are returned to I MA-R : your loan program., • Completed Loan Guidelines (Including dare The packet includes: and two signatures) V Instructions to implement loans • Amended Adoption Agreement Of one perm pitting loans is not already on Eilc with ✓ Suggested resolution to amend a Money 1C1A-] C) Purchase Plan • Completed l csolution (It-required by your Adoption Agreennnit to amend a Money entity) Purchase Plan Send all completed documents to: ✓ Suggested resolution to amend a Profit- Attention: Implementation Analyst Sharing Flan ICIV1 A ketiternizmt. Corporation 777 N. Capitol Street, NE V Adoption Agreement to amend a 'Pros- Washington, ] C 20002-4240 Sharing Plan Phone: (800) 326-7272 V A Guide to implementing ;i Loan Program ✓ 401 Loan Guidelines Please note, this packet has been designed to be used by both Money Purchase and Profit-Sharing Plan clients_ if you have a Money Purchase Plan, • please 'Use' die Money Purchase kesoialicrn and Ado- , lion.Agreement. if you have a Profit-Sharing Plan, • please use the Profit-S1iArin Plan. Resolaoiien. futar Adoption. Agrrcn urm The 401 Loan Guidelirws arc to be used by both Money 1 urchase and Profit- Sharing Plan clients. 1.1 If your governing body requires that a resolution be passed when amendments are made to the plan, { we have included suggested resolutions for your use. If your governing body does not require that a resolution be. passed, please disregard the sup,- Bested resolutions. • ICMA RETIREMENT CORPORATION 401 LOAN PROGRAM IMPLEMENTATION INSTRUCTIONS Step 1 : pleted and that the date, plan coordinator's signa- ture and a witness's signature appear on the last Determine whether or not your governing body page of-the document. requires that a!! amendments to your plan be documented via resolution. IFso, please complete Step 4: the suggested resolution (Money 'Purchase or Profit-Sharing) for your plan. TFnot, please disre- Send all completed documents to: gird the. suggested resolution. Implementation Analyst IC tiA Retirement Corporation Note; iCiVIA-R,C Representatives cannot tell you 777 N. Capitol Street, NE whether or no your governing body requires a Washington, DC 20002-4240 resolution. You must make this determination. Phone: (800) 26-7272 We have provided the necessary documents for you if your governing body requires them_ Step 5: Also, ]C1MA-RC has provided "suggested" resolu- Please. allow 7 business days, after receipt of all dons- You may revise th.e resolutions ro meet the completed documents, ro set up your plan to specific needs of your entity. pen-nit loans_ You may now submit Loan Applica- tions. Step 2: Complete the amended Adoption Agreement specific to your plan; Money Purchase or Profit- Sharing. You may take this opportunity to make additional amendnnurtcs or you may copy the provisions of. your current plan onto the amended Adoption Agreement provided in this packet. [CMA-ftC must receive an amended Adoption Agreement permitting loans ilone is not already on 61e. Noce: The amended Adoption Agre.emcn.t must be complete, All items on the document must be addressed. Also, please ensure that the date, plan coordinator's signature and a witness's signature appear on the ]asr page of the document. Step 3: The 401 Loan. Gvidefirres must be completed by both Money Purchase and Profit Sharing Plan. clients. The same document is used for both types of plans. Please ensure that each section is corn- Money Purchase Plan Suggested Resolution & Adoption Agreement SUGGESTED RESOLUTION FOR A LEGISLATIVE BODY ELATING TO AMTN.DINGA MONEY PU] ..(_I°IAS.E PLAN T E'ERMIT LOANS ICMA-RC Account ## Name of Employer:, State: I esolutiori of the above named .Employer (".Employe]-") WHEREAS, the Employer has en•rplovices rendering valuable services;and -WHEREAS, the Employer I.o.s established a money purchase plat] (the "Plan") for such employees ‘vhich serves the interest of the Employer by enabling it to provide reasonable retirement security for its ernploy- e.es, by providing increased F]c bility in its personnel management system,and by assisting irk the attrac- tion and retention of competent personnel; and WH.E.R_EAS.,the Employer has determined that permitting participants in the Money Purchase Plan or the "Plan"to rake loans from the Plan will serve these objectives; NOW Thl.E]U F0.RE BE IT RESOLVED that the Plan is hereby amended co permit loans in accor- dance with the Loan Guidelines adopted by the Employer_ • 1, , Clerk of the (City, County,etc.) of _,do hereby certiFv, that the foregoing resolu don, proposed by (Council lentber,Ti-uste.e, etc.) ,was duly passed ;in.d adopted in the (Council,Board,etc.) of the (City, • County, etc.) of at a regular meeting thereof assembled this day of , 20 by the Following vote; AYES; NAYS: ABSENT: (seal) `I Clerk. of the (City. County, etc_) This resolution should be returned to; ]rn.pl4rnentation Analyst ICMA Retirement Corporation 777 N. Capitol St., N.E Washington, DC 20002-4240 Phone .1-800-326-7272 Money Purchase Plan AMENDMENT ICMA-IBC Account #: 1CMA RETI1 EMEi `I" CORP CORPORATION GOVERN IENTA.f_ MONEY PURCHASE PLAN & TRUST ADOPTION AGREEMENT The Employer hereby establishes a Money Purchase Plan ;ind Trust to be. known as (the "Plan") in the form of the 1CMA Retirement Corporation Governmental Money Purchase Plan and Trust. This Plan is an amendment and restatement of an existing defined contribution money purchase plan. Yes _ No If yes, please specif}F the name of the defined conrnbution money purchase plan which this Plan hereby amends and restates: T. Employer.: The Effective Date of the Plan shall be the first day of We Plan Year during which the .Em- ployer adopts the Plan, unless an alternate Effective Date is hereby specified: III. Plan. Year will mealy - ( } The twelve (12) consecutive month period which coincides with the limitation year. (See Section 5,04(i) of the Plan.) ( ) The twelve (12) consecutive month period commencing on _ and each anniversary thereof, 1V. Normal Retirement Age shall be age (nor to exceed age. 65). money Purciuise Plan 1 V. ELIGIBILITY REQUIREMENTS; _ The following group or groups of Employees are eligible to participate in the Plan: All Employees Al! Full-Time Employees Salaried Employees Non-union .f mployee.s 1auagerncnt Employees Public Safety Employees General .Employees Other (specify below) The group specified muse correspond to a group of the same de.signatiou that is defined in the statutes, ordinances, rules, regulations_ personnel manuals or other material in effect in the state or locality of the .Employer, ?, The Employer hereby waives or reduces the requirement of twelve (12) month Period of Service for participation. The required Period of Service shall be (write N/A if an 'Employee is eligible co partiic.ipate upon employment). If rills waiver or reduction is elected, it shall apply to all .Employees within the Covered .Einployme.nr Ciassibcation, 3. A minimum age requirement is hereby specified for eligibility to participate_ The mininuim age requirement is (nor to exceed age 21. Write N/A if no mini- mum age is declared_) VI. CONTRIBUTION PROVISIONS 1 . The Employer shall contribute as follows (choose one): } Fixed Employer Contributions With Or Without Mandatory Participant Contributions. The ,Employer shall canrrihute on behalf of each Parcicipant of Earnings or 8 for the Plan Year (subjecr to the limitations of Article V of the Plan). Each Participant is required ro contribute `n of.E;{nungs or 8 for the Plan Year as a condition of participation in the Plan. (Write "0" if no contribution is required.) If Participant Contributions are required under this option, a Participant shall not have the right to discontinue or vary the rate of such contribu- tions after becoming a Plan 'Participant. Money Purchase Plan 2 The Employer hereby elects to "pick up' the Mandatory/Required Participant Contribution. No Yes duo • [Note to Employer: A deteriiiinatir ii letter issued to an adopting Em.ployer is not a ruling by the Internal Revenue Service that Partici- pant (:ontributionS that Are picked up by the Employer are not includ- able in the Participant's gross income for federal income tax purposes. The Employer may seek such a toting. Picked up contributions are excludable from the Participant's gross income under section 414{1}(2) of the Internal Revenue Code of 1986 only if they meet the requirements of Rev. RAIL 81-35, 1981-1 C.B, 255_ Those requirements are CO that the Employer must specify that thy: contributions, although designated as employee contributions, are being paid by the Employer in lieu of contributions by the employee; and (2) the employee must not have the option of receiving the contrib- uted amounts directly instead of having them paid by the Employer to the plan-] { ) Fixed Employer Match of Participant Contributions. The Employer shall contribute on behalf of each Participant 515 of Earnings for the Plan Year (subject to the limitations of Article V of the Plan) for each Plan Year that such Participant has contributed G of .Earnings or. _ Under this option, there is a single, fixed rate ofEmployer contributions, but a Participant may decline to make the required Participant contributions in any Plan Year, in which case no .Employer contribution will be made.,on the Participant's behalf in that Plan Year. ( } Variable Employer Match Of Participant Contributions. Thc. Eniployer. shaUU contribute on behalf of each Participant all amount detcrrnin.ed as follows (subject to the limitations of Article V of the Plan): % of the contributions made by the Participant for the Plan Year (not including Participant contributions exceeding!% of.Earnings or —); PLUS % of the contributions made by the Participant for the Plan Year in excess of those included in. the abok'e paragraph (but not includ- ing Participant contributions exceeding in the aggregate !"4:J of Earnings or money Purchase. Plan 3 Employer Contributions on behalf of a Participant fora Plan Year shall not exceed 1 or % of Ilarnings, whichever is worc or 14ss, - Each Participant may make a voluntary (unmatched), after-tax contribution, subject to the limittiofs of Section 4.05 and Article V of the Plan. Yes _ No 3. Employer contributions and Participant contributions shall be contributed to the Trust in accordance with the. following p,ryni nt schedule: VII. EAIN] C;S .Earnings, as defined under Section 2.09 of the Plan, shall include: (a) Overtime Yes No (b) Bonuses • - Yes No fl)<- L[ ]iTATiON ON ALLOCATIONS if the .Employer maintains or ever maintained another qualified plan in ...which any Participanr in this 'Plan is (or was) a participant or could possibly be(:orne a participant, the Employer hereby agrees to limit conrribucions to all such plans as provided herein, if necessary in order to avoid excess conerihudons (as described in Sections 5-02 ;rnd 5.03 of the Plan). l- if We Participant is covered under tinothe.r qualified defined Contribution plan main- tained by the Employer, the provisions olSection 5,02(a) through (1) oldie Plan will apply unless another method has been indicated below. ) ether Method, (Provide the method under which the plans will limit total Annual Additions to the Maximum Permissible Amount, and will properly reduce ;iny excess amounts, in a manner that precludes Em- ployer discretion-) I ! Moncy Purchase Plan if the Participant is or has ever been a participant in a defined benefit plan mainined by the Employer, and if the limitation in Section 5.03 of the P] ii would be exceeded, then the Participant's Projected Annual Benefit under the defined benefit plan shall be reduced in accordance with the terms thereolto the extent necessary to satisfy such limitation. If such plan does not provide for such reduction, or if the limitation is still exceeded after the reduction, annual additions shall be reduced to the extent necessary in the manner described in Sections 5.02 and 5-02- The methods of avoiding the limitation described in this paragraph will not apply if the Employer indicates another method below. ( ) Other Method. (Note to Employer_ Provide below language which will satisfy the 1..0 limitation of section 415(e) of the Code. Such language must preclude .Employer discretion. See section 1-41.5-1 of the Regulations for guidance-) 3. The limitation year is the following 1.2-consecutive month period: IX. VESTING PiOVTSIONS The Employer hereby specifies the following vesting schedule, subject to (1) the minimum vesting requirements as noted and (2) the concurrence of. the Plan Administrator. of Service Percent Completed Vesting Zero One Two Three °o Four } Five °fin Six Seven Eight Nine °o Ten Mnney Purchase Plan X. Loans are pennitted under the Plan, as provided in Article XIII: X Yes No • SCI. The Employer hereby attests that it is a unit of state or local gowernme.nt or an agency or instnnnent, lily of one or more units of state or local government, X1I_ The Plan Administrator hereby agrees to inform the Employer of any amendments to the Plan made pursuant to Section 1.4.05 of rile Plan or of the disconrinuance or abandonment of the Platt. X.f fl. The .Employer hereby appoints the ICM.A Retirement Corporation as the Plan Administrator pursuant to the terms and conditions of the IC:MA RETIREMENT CORPORATION GOVERNMENTAL MONEY PU-I.Z.CHASE PLAN & TRUST. • The .Employer hereby agrees to the. provisions of the Plan and 'Crust. XI V. The Employer hereby acknowledges in understands that failure to properly fill out this Adop- tion Agreement may result in disqualification of the Plan. _ An adopting Employer may not rely on 2 det .nin-nation Letter issued by the National or pJis- trict Office of the Internal Revenue Service as evidence that the Plan is qua]iFied under section 401 of the Internal Revenue Code. In order to obtain reliance with respect to plan qualifica- tion, the Employer mnust apply to the appropriate key district office for a determination letter. In Witness Whereof. the Employer hereby causes this Agretlrent to be executed on this day of 0 EMPLOYER. 1CMA L ETIREMENT CORPORATION Title: Title; loLase ecre.ta Attest; Attest: Money Purchase Flan 6 Profit-Sharing Plan Suggested Resolution Adoption AgrAgreement SUGGESTED ]&E SO.LUTI ON FOR A L E ,;]S L ATT .E BODY RELATING TO AMENDING A PROFIT-SHARING ING PLAN TO PERMIT LOANS IMA-IC Account # Name. of Employer; State: Resolution of the above named Employer ("Employer") • WHEREAS, the .Employer has employees rendering valuable services; and WHEREAS, the .Employer has established a prof t-sharing plan (the"Plan") for such employees which serves the interest of the Employer by enabling it to provide reasonable retirement security for its employ- ees,by providing increased flexibility in its personnel management system, and by assisting in the ttrac- tion and retention of competent personnel;and WHEREAS, the Employer has determined that permitting participants in the Profit-Sharing Plan or the "Plan" to take loans frorn the Plan will serve ehese objectives; NOW THEREFORE .13.E ET I E'SOL ED that the Plan is hereby amended to permit loans in accor- dance with the. Loan Guidelines adopted by the Employer. 1, , Clerk of the (City~ County, etc.) of , do hereby cerrify that the foregoing resolution, proposed by (Council Memher,Trustee.etc.) , was duly passed and adopted in the (Council, (Board, etc.) of the (City, County, etc.) of. at a regular meeting thereof assembled this day of , 20 , by the following vote: AYES: NAYS: ABSENT; (seal) Clerk. of. the (City, Couney, etc_) This resolution should be returned to; • Irnplemcrmtation Analyst JCMA Retirement Corporation 777 N. Capitol St., NE Wmtshington, DC 20002- •2• 0 Phonel-500-326-7272 Profit-Sharing Pfau AMENDMENT IGMA-RC Account U: I rv1A RETIREMENT C.O.R.POKAT1ON GOVEKNME TAL PROFIT-SHARING PLAN & TRUST ADOPTION AGREEMENT The Employer hereby establishes a Profit-Sharing Plan and Trust to be known as (the "Plan") in [he forum oFthe ICA Re- tirement orporition Governmental Profit-Sharing Plan and This Plan is an amendment and restatement of an exisring defined contribution profi[-sharing plan. Yes [ o If yes, please specify the naive of the defined contribution profit-sharing plan which this Plan hereby me:rids and restates: 1. Employer: — The .Effecrive Date of the Plan shall be the. first day of the l:']an Year during which the Em- ployer adopts the Plan, unless an alternate Effective One is hereby specified: II[_ Plan Year will mean; ( ) The twelve. (1 2) consecutive th period which coincides with the limitation year. (See Section 5.06(k) of-the Plan.) ) The twelve (1.2) consecutive month period commencing on _ and each anniversary thereof. i . Normal Retirement Age sham be zige (not to exceed age 65). Prufit-Sharing Plan 1 1. EL1 il31.LITY REQUIREMENTS; The following group or groups of Employees are eligible co participate in the Plan: All Employees All Pull-Time Employees Salaried Employees [\ion-union Employees Management Employees Public Safety Employees i General Employees Other (specify below) The group specified must correspond to a group of the salve designation that is defined in the statutes, ordinances, rules, regulations, personnel manuals or other material in efFect in the state or locality of the Employer. • 2. The Employer hereby waives or reduces the requirement 012 twelve (12) month Period of Service for participation. The required Period of Service shall be (write r\1/A. if an Employee is eli ribie to participate upon employment). IF this waiver or reduction k elected, it shall apply to all Employees within the Covered 'Employment Classification. 3. A Irunimum age requirement is hereby specified for eligibility to participate_ The minimum age requirement is (riot to exceed age 21. Write N/A if no mini- mum age is declared_) I. CONTRIBUTION PROVISIONS • 1 . The Employer shall contribute as follows (choose one, if applicable); ( } Fixed Employer Contributions With Or Without Mandatory Participant Contributions. The Employer shall contribute on behalf of each Participant ' of E;lnliri gs or l for the Plan Year (subject to the limitations of. Article VE of the Plan)_ Each Participant is required to contribute of.Earnings or for the Plan Year as a condition of participation in the Plan. (Write "0" iFno contribution is required.) If Participant Contributions are required under this option, a Participant shall not have the tight to discontinue or vary the race of such contribu- tions after becoming a Plan Participant. Prot-It-Sharing Plan The Employer hereby elects to "pick up" the Mandatory,Required Participant Contribution. Yes No [Note m Employer; A determination letter issued to an adopting Employer is not a ruling by the Internal Revenue Service that Partici- pant contributions that are picked up by the Employer are. not includ- able in the Participant's gross income for federal income tax purposes. The Employer may seek such a ruling. [Picked up contributions are excludable from the Participant's gross income under section 414(]i)(2) of the Internal Revenue Code of 1986 only if they meet We requirements of Key. R.ul. 81-35, 1981.-1 C:_.B_ 255. Those requiremients are (1) that We .Employer must specify that • the contributions, although designated as employee contributions, are being paid by the Employer in lieu of contributions by the employee; and (2) the employee must not have We option of receiving the contrib- uted amounts directly instead of having them, paid by the Employer to the plan.) } Discretionary Employer Contributions The Employer k�ril.l determine the amount OF Employer contributions to be made to the Plan for each Plan Year The amount of Employer contributions to be allocated to the Account of each Participant will be based on the ratio for the Plan Year that such Participant's .Earning; bears to the Earnings of. all Participants eligible for such contributions. ( ) Fixed Employer Match of Participant Contributions, The Employer shall contribute on behalf of each Participant_off of Earnings for the Plan Year (subject to the limitations of Articles V of the • Plan) for each Plan Year that such Participant has contributed % of .Earnings or $ . Under this option, there is a single, Fixed rate. of .Employer contributions, but a 'Participant moy decline to make the required Participant contributions in any Plan Year, in which case no Employer contribution will be niade on the Participant's behalf in that Plan Year ( ) Variable Employer. Match Of Participant Contributions. The Employer shall contribute. on behalf of each Participant an amount determined as follows (subject to the limitations of Articles VV of the Plan); Protr-Sharing Plan ' , of the Participant contributions made by the Participant for the Plan Year (not including Participant contributions exceeding % of Earnings or 3 PLUS % of the Contributions iiiade by the Participant for the Plan Year in excess of those included in the above paragraph (but not includ- ing Participant contributions exceeding in the a. rre ate % of Earnings or .Employer Contributions on behaLfofa Participant for a Plan Year shall no exceed 3 or oI'.b'Eniin , whichever is _ more or less. 2, Each Participant may make a voluntary (unmatched), after-tax contribution, subject to the limitations of Section 4.O6 and Articles V of the. Plan. Yes No 3- Employer cont»butions and Participant caiirributions shall be contributed to the Trust in accordance with the following payment schedule: VII. CASH OR DEFERRED AR N-G.EM.E[ T UNDER. SECTION 401.(k) l- This Plan will be a cash or deferred arrangement under section 401(k) of the Code- Yes No Each Participant may elect to make Elective. Deferrals, nor to exceed o of Earnings for the Plan Year, subject to the limitations of Article V of the Nan. The provisions of the Cash or Deferred Arrangement (CODA) may be made effective as of the East day of the Plan Year in which the CODA is adopted. However, under no circumstances may a salary reduction agreem.cn.t or other deferral mechanism be adopted retroactively. [Note to Employer: Under current law, the cash or deferred arrangement (CODA) option under section 401.(k) of. We Code is not available to an employer that is a State or local government or polideal subdivision thereof, or any agency or instrumenrality thereof, unless that employer established a CODA on or before May b, 1486.:1 The Employer will match Elective Deferrals. Yes No Prutt-Sharing Plan 4 - -- - - - The Employer will contribute as follows (choose one, if;applicable): ( ) Employer Percentage Match Of Elective Deferrals. The Employer shall contribute on behalf of each Participant an amount determined as follows (subject to the limitations of Article V of the PLiii); _ 1 of the Elective (Deferrals made on behalf of the Participant for. the Plan Year (not including 'Elective Deferrals exceeding 5i; of Earnings or l _ ); PLUS oldie Elective Deferrals made. on behalf-of the Partici- pant for the Plan Year in excess of those included in the above para- graph (but not including Elective Deferrals exceeding in the aggregate of. Earnings or +_. ). Employer Contributions on behalf of a Participant for a Plan Year shall not exceed or _` o of Earnings, whichever is more or less- ) Employer Dollar Match Of Elective Deferrals. The .Employer shall contribute on behalf of each Participant an amount determined as F'o]]ows (subject to the limitations of Article V of the Plan): for each _% of Earnings or l that the Employer . ' �tl for the Plan contributes on behalf oFtl�e 1 Participant as Elective Defcrr., s .o Year (not including Elective Deferrals exceeding °a of Earnings or ); PLUS $ for each �% of Earnings or _ that the .Employer contributes on behalf of the Participant as Elective Deferrals for the Plan Year in excess of chose included in the above paragraph (but not including Elective Deferrals exceeding in the aggregate °o or Earnings or ), Employer Contributions ott behalf of a Participant for a P]an. Year shall not eviceed or_ * of Eanriri , whichever is _ more or less. Profit-Skaring P]an 5 VIII. EARNINGS NING Earnings, as defined under Section 2.09 of the Plan, shal.l include: (a) Overtime Yes No (b) :Bonuses ses Ycs No IX. LIMITATION ON A.1,LOC..ATIONS If the Employer maintains or ever maintained another qualified plan in which any Participant in this ]?Ian is (or was) a participant or could possibly become a participant, the. Employer hereby agrees to limit contributions to all such plans as provided herein, if nece.ssary in order co avoid excess contributions (as described in Sections 5.04 and 5.05 of the Plan). 1. lithe Participant is covered Linde]: another qualified defined contribution plan main- tained by the .Employer, the provisions of ecrion 5.04(a) through (1) of the Plan will apply, unless another ]method has been indicated below, { ) Other Method_ (Provide the method under which the plans will limit- total Annual Additions to the 'Maximum Permissible .Amount, and will properly reduce any excess amounts, in a manner that precludes 1 m- player discretion.) 2. lithe Participant is or has ever been a participant in a defined benefit plan maintained by the. Employer, and if the limitation in. Section 5.05 of the Plan would be exceeded, then the Participant's Projected Annual Benefit under the defined benefit plan shall be • reduced in accordance with the terms thereof to the extent necessary to satisfy such limitation. If such plan does not provide for such reduction, or if the limitation is still exceeded after the reduction, annual additions shall be reduced to the extent necessary in the manner described in Sections 5.03 and 5.04. The methods of avoiding the ].inutation described in this paragraph will not apply if. the Employer indicates another method below. Ptah-Sharing Plan 6 ( ) Other Method. (Note to .Employer: Provide below language which will satisfy the 1 .0 lirnizaOion ofsection 417(e) of the Code. Such Iangua & rn.ust preclude Employer discretion- See section 1..415-1 of the Regulations lations for. pi-dance.) 3. The limitation year is the following .12-consecutive month period: X. V.ESTING PROVISIONS The Employer hereby specifies the following vesting schedule, subject to (1) the minimum vesting requirements as noted and (2) the concurrence of the Plan Administrator, 'Years of. Service Percent Completed Vested • • Zero One Two � °o Three °a Four o Five o Six "0 Seven o Eight } Nine Ten XL. WITHDRAWALS AND LOANS 1, F[ardship N.vithdrawals are permitted under the Plan as provided in Section 9.06, from the following accounts only (choose as applicable); a- Employer Contribution Account (Non.forfeitable Interest) Yes No h. Pareicipant Elective Deferral Account (not including czrn.ings thereon accrued . after December 31, 1988) Yes o Profit-Sharing Plan 7 9. In-service distributions are permitted under the Plan as provided in Section 9.07. Yes No 3, Loans are permitted udder the Plan, as provided in Article II}.; X Yes No 11 XII. The Employer hereby attesnc that it is a unit of state or local government or an agency or instrumentality of one. or more units of state or local govern merit. X111_ The Ilan Adrnin.istratoi: hereby agrees to inform die. Emplo er of any amendments to the Plan made pursuant to Section 14,05 of the Plait or of the discontinuance or abandonrn.Cnt of the Plan, XI V.. The Employer hereby appoints the TENtl.A Retirement Corporation as the Plan Administrator pursuant to the terms and conditions of the ICMA RE I'1 EMENT CO] ORATION GOVERNMENTAL PROFIT-SHARING PLAN & TRUST. The Employer hereby agrees to the provisions oldie Plan and Trust, X. . The Employer hereby acknowledges it understands that failure to properly fill out this Adop- tion Agreement may result in disqualification of the Plan_ XVI. An adopting Employer may not rely on a determination letter issued by the National or Dis- trict Office of the Internal Revenue Service as evidence that the Plan is qualified under section 401 of the internal Revenue Code, In order to obtain reliance with respect ro plan qualifica- tion, the Employer must apply to the appropriate key district office for a determination letter. in Witness Whereof, the Employer hereby causes this Agreement to be executed on this _ day of , 20 EMPLOYER Accepted: ICMA RETIREMENT CORPORATION By: Tide' Tide! Corporate Sccr. tart' Attest: Attest: Profit-S hating Plan 8 • • • ,; t - ! A Guide to fl i ti / ( / ' Implementing . i I\ç /1/`-�• • !. Loan Program F l • I • rr ICMA RETIREMENT CORPORATION The public service Vantagepointm since 1972 1 A loan feature provides eligible plan. participants the ability to repairs, and the purchase or repair ofa vacation or rental borrow funds from their plank account balance. Adding a loan property would not be included in the hardship dcfini- program to your 401. plan is a big step. As the administrator of Lion. your 401 loan program, ICMA-.RC will attempt to minimize the amount of resources you need ro devote to the program. Under the Code, only employers can authorize a hardship for loan purposes. Upon request, ICMA-f C will provide However, there are administrative responsibilities associated an opinion to you concerning the likely compliance of with OIc loan program, which, as a practical matter, cannot be the hardship within the requirements of the Code and delegated to fCMA-Tt.C. For this reason, before you design a re ]larions. program that is right for you and your employees, there are several issues you may wish to consider- Arid the decisions The option you choose under Purpose for the Loan will you make. in designing your loan program will decern.i ne the have a significant impact on the number of loans rrwde I resources you, as the plan sponsor, will have to commit to from your plank- Obviously, ifyou choose "For all pur- that program.. poses' you will be contending with significantly more loan re.qucsts than if you select "hardship or ocher speci- This brochure details the issues you should consider in fled financial Situations only" designing your 401 loan program. • Frequency of Loans - Participants may receive only Loan guidelines one loan per calendar year. However, you may elect to allow participants to have either In order to offer loans from a 40] plan, the ]nrcrnal I everute Code (the Code) requires that you establish written guidelines (1) only one loan outstanding at a time or that govern the granting of loans- [CM.A-R.0 will provide you with Loan Guidelines that you must complete and (2) no more than five loans outstanding at one rinse- - formally adopt to establish your lean program (included in this booklet). The option you choose under f=requency of Loans will have an impact on the number of.loans made from your Prior to completing else Loan Guidelines, you must amend plan. it will also have a direct impact on your payroll your plan document to allow loans by sending ICMA-RC system- /rich loan repayme,4.t for each pay peth d ruusr be au amended adoption agreement which indicates that loans rvomitedfor srpararefy. Repayments of multiple loans are a are permitted irirkcrrided,. ,ldditlonally, if your governing much larger burden on your payroll system (and person- body requires thr_at a resolution he passed each time your nel) than a repayment of a single loan. plan is arnentded, please ensure that a resolution is passed accordingly. A suggested resolution has been included in • Length of Loan - Generally, all loans muse be repaid this packet Jr o your convenience. within five years from the date the loan is made. There is an exception/ for loans used to buy, but riot to improve. or The Code provides you with sonie flexibility when establish- repair, a principal residence. In the case of a loan for a ing your Loan Guidelines as long as the guidelines are consis- principal residence, you may specify the number of years, tent with the plan document provisions on loans and with not to exceed 30, over which the loan must be repaid. section 72(p) of the Code, In determining the maximum repayment period for • Purpose for the Loan -.You may designate. whether or residential loans, you should be. mindful that the loan term riot a loan may be taken may extend beyond the period the 401 participant is employed by you. If you allow employees to continue to (1) for all purposes or pay their loans after they separate from service (see Acceleration of Loan Repayment on the next page), (2) oiily in the case of hardship or other certain specified repayments would continue by the. participant, through nancirtl situations- vou, for the entire term of the loan (e.g.: 30 years). Every payroll period, the participant (fon,ier employee) will be Hardship is not as strictly defined under the Code for loan required to give you a check for the periodic loan repay- purposes.k Y c[ k;' l P }=or loan purposes, hardship and other specified rneot amourit-You then include this amount with your situations include, but are not limited to: unreimbursed next contribution submittal to ICMA-[&C. Loan repay- medical expenses, buying or rehabilitating the participant's meats may trot be made directly to IOWA-RC by the principal residence, and paying for college education for participakte. the participant or his/her dependents. Car loans, car Acceleration of Loan Repayment—You have three and send then to you: along with the loan check,'rhe loan options fbr determining how outstanding loans are check may not be given to the. participant until all of these accelerated: loan documents have been signed by the participant. Once the loan documents are signed, you return them to I J lA- 1 . All loans are due and payable in full {"called") upon RC. Because the promissory note is considered a plan asset, the employee's separation from scrvice.The employee all loan documents must be complete and preserved by may not continue to pay off hislhcr ]oan once he/ ICOLA-RC for at least the life of the loan. she separates from service. Once a loan is issued, your payroll department must ensure 2. After separation from service, all loans are called as that loan repayments are withheld from the employee's soon as the participant takes a withdrawal of any paycheck each pay period, in clic amount specified on the amount from the plan. amortization schedule, until the loan is repaid in full. The aniortizat'ion schedule may coincide with your payroll cycle. 3. R.tter separation from service, all loans are called only ICMA-RC will %voi:k with you to determine the first pay when the participant withdraws his/her entire ac- date on which you should withhold loan repayments. count balance. Loan repayment procedures You should consider these options carefully because a call provision could result in a taxable event for the partici- Al] loans must be repaid through payroll deduction as long as pant. If a participant does not repay the outstanding loan the employee is actively employed by you. ICMA-RC will amount when the loan is called, the loan is "foreclosed". be updating the rrie.dia used for remitting contribution detail This means that the outstanding loan amount must be (e.g„ k Link: magnetic cape, and diskette) to allow for the reported by the plan administrator (ICMA-RC) as a inclusion of loan repayment detail, Participants may pay off taxable distribution in the year oldie foreclosure. their loans early by requesting that you submit a larger repayment amount from their pay on their regti]]arly sched- On the other hand, given the burdens associated with u]cd repayment dates through your contribution submittals to collecting loan repayments from former employees, you ICMA-RC. may riot wish to maintain a potentially long term `relationship' with former employees (especially in the Extra payments are applied forward to both principal and case of residential loans), interest as specified in the original repayment schedule, unless the payment is for the balance due. You should carefully consider the level of responsibility each option entails. In implementing a loan program you should be aware of all issue with which some employers who offer loans through Loan issuance procedures their Section 401 qualified plans have had to conite.nd -the inability oisonie participants to repay their loans).You Loans are. available only to active employees. former employ- should be aware that you may not stop taking, loan repay- 1 ecs, beneficiaries, and alternate payees may nor cake a loan. :news from to eritployee's paycheck.-evert if the employee asks thai repayments be stopped. Failure to payroll deduct All loan requests must be in writing, signed by the participant, loan repayments could both jeopardize the eligibility of the • and approved by you the employer. Under the Code, the entire 401 plan as well as create a taxable event for the amount of the loan may not exceed a maximum arnourrt. The participant. • .119]0] r auarIabIc fur a /[Meet is aafed.cd by all other foams the Nrrfcr'- pur t many have outstanding or has recently paid offJi'o]n pacer Your plan may allow terminated employees to continue to !C'MA-RC 401 pfura, tind any 457 Paws sponsored by she repay their loans by giving/sending you a check each repay- employer or other retirerrmein plans spouso►h by the en pfoyer (e,g., nient period (refer to Acceleration of Loan Repayment iSecrion 401 ratorrey prrdfr.se or pro ir-sIrariny. pions). Please refer co section on page three). If you adopt this provision, you will Appendix B for worksheets illustrating how maximum loan include the repayment amount given to you by the former amounts are calculated_ employee in your next regular employee contribution remit- tance to ICMA-RC. Again, loan repayments may not be The participant is required to sign a promissory note evident- erode directly to J MA-RC by he participant, mug the loan and a disclosure statement, which includes an amortization schedule_ Upon receipt of an approved loan application, IC MA-RC will prepare these loan documents 2 If a participant has more than one loan outstanding at any one (2) one half of the participant's vested account balance_ rime, thwrr. each loan re.payment must t>e sepatacely The code (and Plan document) saes "the greater of reported to ICMA-RC. $10,000 or one-half of the Participant's [vested account balance],:' Calculating the amount available 1F or as loan • TI a participant has any loans outstaE1dins at the time a new The minimum loan amount is $1,000_ loan is requested, the new loan will be lirnitcd to the maximum amount calculated above reduced by the total of The Iliaximurn.amount of al] loans to the participant Leone the outstanding loans. the Plan and till other plans sponsored by the Employer that are qualified employer plans under section 72(p)(4) of the In addition, each loan must be collateralized, at the time it Code is the lesser of is made, by one half fif the participant's vested account balance in the plan from which the loan is being (1) 50,0O0, reduced by the excess (if any) of • made_Therefore, the actual amount a participant may cake as a loan is the LESSER, or the maximum dollar amount a. The highest outstanding balance of loans during described above or 50 percent of the account balance. the one-year period ending on the day before the date a loan is to be made, over b. The outstanding balance olloans on the date the loan is to be made; or. Ol) Loan Am C f c r :l t (Required under the liaternal Revenue Code) To estimate the maximum amount of a loan for which you may be eligible, calculate each step and select the lesser of the total i from Step 1 or Step 2_ If you Nave had no outstanding loans in the last 12 months,you may enter$50,13tl as the total in Step 1 and proceed to Step 2. Step 1, ._. 4. .Enter your highest outstanding loan balance ilrkring thu previous 12 months from all 457 and for 40i plan loans_ [Sea your Loon Amortization Scheduled&]] B. Elite your.eurrent outstanding 457 and 401 •plan loan halnnce(s). C. Subtract Line l3'From Line A. • $5Or000 D. ( ) E. Enter the amount tramline C. • F, Subtract Line E from Line D. • (®_. G_ Enter your current outstanding 457 and/or 401 loan Iratl4'inin s), rStep t Total Subtract Line G from Line F. • • [Step 2. H. Enter 5LI percent of the present value of your total account balance in the plan including any outstanding loan balance_ f� �[ I: Enter your current otrtsLanding 451 and/or 401 plan,loan balancedsh, Step 2'nom' uhtractLirao I from Line H. • (The actual amount iuu may barrow rnrrll 6s calculated()sing your account balance as the day I M Dean was made.) • 3 I i • • • a I Guidelines • • , I � ' I ICMA RETIREMENT CORPORATION The public service Vantagepoinr, since 1972 I C M A R E T I R E M E N T C O R P O R T I Instructions The-se Loan Guidelines must be completed before loans crin V. Length of loan be made from your. 401 clLralified retirement plan, You In determining the maximum repayment period For resi- should consider each option carefulty before making your dential loans, you s1}otilcl be mindful that the loan term may selections because your selections will apply co all loans extend beyond the participant's period ofcmployrncnt with made while the selection is in effect- [fvou later change any you, If you allow employees to continue to pay their loans provision, the changes will apply only to loans made after after they separate from service (see Secdon X, Acceleration the change is adopted- Leans in existence at the time of any hi]ow), re ayn}cats could continue to he made by the future. changes will continue to operate under the guidelines participant, through you, For the entire tern} of the. loan that were irk effect at the time the loan was originally made. (e.g.. 30 years), Every payroll period, the participant (EOrrrrer employee) will be required to give you a check for the Note: If loans are available to your employees from other periodic loan repayment amount- You then include this plans (e.g., Section 457 or other Section 401 plans), calcula- amount with your next contribution submittal to 10%4A- tion of she maximum loan amount must consider the RC. Luau repuyttreuis may /tot be made directly to aggregate of all loan from all 401 and 457 plans which the ICAL4-RC by die participant. employee participates. See the Maximum Loan mount.. Worksheet in the 401 Limn/RrfornmreApp cation packet- X. Acceleration You have t]}rcc options for dctcniiining how outstanding II The following instructions conic and to the information b P loans are accelerated: you roust complete beginning on the next page. 1- Al] ]owns are due and payable in full ("called") upon Name of Employer: ?least state the Employer's complete separation From service. The employee may not continue to name, including state. pay off his/her loan once he/she se.porates from service. II. Eligibility 2. After separation From service, all loans are called only You may allow a loan to be taken from (1) vested employer when the participant withdraws his/her entire account contriburioiis and/or (2) participant account balances. The balance. option you choose will have a significant impact on the number of loans made from your plan- I f you choose "for all 3. After separation from service, all loans are called as soon purposes", you will be contending with significantly more as the participant cakes a withdrawal of any amount Erorri loan requests than if you select "hardship or other specified die plan. financial situations only"- 'You should consider these options carefully because a call IiI. Frequency of loans provision could result in a taxable event For the participant, You may elect to allow paiticipants to have either (1) only Ifa participant does nor repay the outstanding loan amount one loan outstanding at a time or (2) no more than five loans when the loan is called. the loan is "foreclosed". This means Outstanding at one tircie (but no more than one taken per that the outstanding loan amount ....Ali be reported by calendar year). The option you choose will have an impact IC M.A-R.C; as a taxable distribution co the participant in the on the number ofloa]is made from your plan. It will also year of the foreclosure- On the other fraud, given the have a direct impact on your payroll system- Each loan burdens asseciaied with coliee lug. loan repaymencs from repay]}}enr for each pay period must be accounted for former employees, yoto may not wish to maintain a separately potentially loin term. "relationship," with former employ- ees (especially its the case of residential loans). Repayments of multiple loans are a moth larger burden on }roar payroll system (and personnel) than repayment of a single loan. • 4 0 'J L u a i r G i r r d e d i ,e e s 401 PLAN LOAN GUIDELINES I MA-RC; Account #: Name of Employer_ I. PURPOSE The purpose of these guidelines is to establish the terms and conditions under which the Employer will grant loans to participants. This is the only official Loan Program Document of the above named Plan_ [, .ELJG TEI.LITY • Loans are available to all arrive employees. Loans will not be granted to participants who have an existing loan in default. Loans are available from. th.e following sources: [select one or. both] ❑ Employer Contribution Account (vested balances only) ❑ Participant Contribution Accounts (pre- and post-tax, if applicable, including Employee Mandatory, Employee Voluntary, Employer R(llover., and Portable Benefits Accounts, but excluding the ]deductible Employee Contribution/ ualified Voluntary Ern.ployee Contribu- tion Accoune) Lo res will be pro-rated among all the funds in which the participant is invested at the time ehe loan is made. Loans are available for the following purposes: [select one] ❑ All purposes ❑ Loans shall only be gamed in the event of a participant's hardship or for the purpose of enabling a participant to meet certain specified financial situations. The Employer shall deter- mine, based on all relevant facts and circumstances, that the amount of the loan is not in excess of the amount required to relieve the fituncia.l need. For this purpose, financial need shall include, but shall not be limited to: unreirnbursed medical expenses of the participant or the participant's immediate family, establishing or substantial]} rehabilitating rile pnncipal residence of the participant, or paying for a college education (including graduate studies) for the participant or his/her dependents. III. FREQUENCY OF LOANS [select one] ❑ Participants may receive one loan per calendar year. Moreover, I}arcicipnnts may have only one outstanding loan at a time. ❑ Participants may receive one loan per calendar year. Moreover, no participant may have more. than five (5) loans outstanding at one time. I C M A• R E T I R E M E N T C O R P O R A T I O N IV. LOAN AMOUNT The ]minimum loan amount is $1..000. The maximum amount of all loans ro the participant from the Plan and an other plans sponsored by the Employer that are qualified employer plans under Section 72(p) (4) of the Code is the lesser of: CO $50,000, reduced by the. excess (if any) of: a- The highest outstanding balance of loans during the one-year period ending on the day before the date a loan is to be made, over b- The outstanding balance of loans on the dare the loan is to be made; or (2) 1/2 of the participant's vested account balance-* If a participant has any loans outstanding at the time a new loan is requested, the new loan will he limited to the maximum amount calculare.d above reduced by the Total of the outstanding loans. it A loan cannot be issued for more than the above amount. The participant's requested loan amount is subject to downward adjustment without notice due to changes in account balance between the time of application and the time the loan is made. * The. Code & Plan document say greatei- of 1 Q,{}00 or 1l2 of vested account balance", V. LENGTH OF LOAN A loan must be repaid in substantially equal installments of principal and interest, at least monthly, over a period that does not exceed five (5) years- Loans for a principal residence must he repaid in substantially equal installments of.principal and interest, at least monthly, over no more than _ [state number of years], years (maxi- : mum 30 years). VI. LOAN REPAYMENT PROCESS Loans for active employees must be repaid through payroll deduction. Repayment will begin as soon as practicable. on a date de.ternnined by the Employer's payroll cycle- Loans outstanding for former employees who are allowed under Section X. to maintain their loans or loans outstanding for employees on a leave of absence must be repaid on the same schedule as if payroll f; - deductions were still being made unless they reaiTiornze their loans and establish a new repayment sched- ule which provides that substantially equal payments are made at least monthly over the remaining period of the loan. All repayments must be made through the Employer. Loan payments, including loan payments from former employees, are allocated to the same investment options designated on the 401 EuroU nren1 Jroroni or according to the most current 401 Change Fcrrin which • I 3 ¢ t L if rJ C u i d e P i r i i! { specifies contribution .11o eions_ The participant may pay oWall or a portion of-the principal interest early without penalty or additional fee. Extra payments are applied forward eo both principal and interest as specified in. the or.igin;l repay- ment schedule, unless the additional payment is for the balance due. VII. LOAN INTEREST RATE The rate of interest for loans of Fire (5) years or less will be based on prime plus 0.5%. The rate of interest for loans for a principal residence will he based on the FHA rate_ Interest rates are. detemained on the last business day of the month preceding die month the loan is disbursed. The interest rate is locked in at the time a loan is approved and remains constant throughout the life of ehe loan. The prime inre.resr rate is determined on. the last business day of each month using e ,Sirees.Jot.rri && as the source. The FHA interest rate is also determined on die last business day of each month using a national rateline service. as the source. Loan interest rates for rrew loans may fluctuate upward or downward monthly, depending on the move- ment of die prime and FHA interest rates. VIII. LOAN APPLICATION PROCEDURE All loans must be requested in writing on an application approved by the Plan Administrator. The appli- cation must be signed by die participant_ The 'Employer must review and approve the application. If ehe participant is married au the time of application, and spousal consent is required by ehe Plan for the loan, the participant's spouse must consent, in writing, to ehe loan and the consent must be witnessed by a plan representative or notary public. Such consent must be given within the. ninety (90) day period before the time the loan is made. Spousal consent, if required, must accompany the application in order for the application to be considered complete. The participant will be required to sign a promissory note evidencing ehe loan and a disclosure statement which includes an ararnzation schedule poor to receiving a loan check. Loan checks will generally be issued two business days following the receipt of a complete loan application received through 12 noon .Eastern Time. The loan check, promissory note, disclosure statement and truth-in-lending recision notice will be sent to the Errip]oyer, who will obtain the necessary signatures and deliver the. check to the participant. All executed docunienes must be returned to the Plan Administrator. within 10 calendar days from the date the check is issued. 4 I C M A R E T I R E M E N T C O R P O R A T I O N IX. SECURITY/COLLATERAL That portion of a participant's vested account. balance that is equal to the amount of the loan is used as collateral for the loan. The collateral amount may not exceed 50 percent of the participant's vested account balance at the time the loan is taken. Only that portion of the vested account balance that corre- sponds to the amount of the outstanding ]oan balance is used as collateral, X. ACCELERATION [select one] 4l • ❑ All leans are due and payable in dull upon separation from service. ❑ All loans are due and payable when a participant receives a distribution of-all of-his/her ac- I count balance after separation from service. The amount of the outstanding loan balance will be reported as a distribution in addition to the amount of cash distnbut .d from the plan_ ❑ All loads are. due and payable when a participant receives a distribution of part of his/her account balance after separation from service. The amount of the outstanding loan balance will reported as a distribution in addition to the amount of cash distributed from the plan. XI. REAMORTI ATION Any outstanding loan may be rcamortized. Rean,c rtization deans changing the re.rms of a load, such as length of re.payinent period, interest rate, and frequency of repayments. A loan may not be re;imortiiced to extend the length of the loan repayment period to more than five (5) years from the date: We loan was originally rn de, or in the case of a loan. to secure a principal residence, beyond the number of years specified by the Employer in Section V above_ A participant must request the reamortization of a loan in writing on a reamortization application accept- able co the Plan Administrator. Spousal consent must accompany die. request for reamortization such consent is required by th.e. Platt_ Upon processing the request, a new disclosure statement will he sent to the Employer for endorsement by the participant and approval by the Employer. The executed disclosure statement must be returned to the Plan Administrator within 10 calendar days from the dare it is signed. The: new disclosure statement is considered an amendment to the original promissory note, therefore a new promissory note will not be required. A reamortization will not be considered a neu loran for purposes of calculating the number of loans outstanding or the one loan per calendar limit_ XII. REFINANCING EXISTING LOANS If a participant has one outstanding loan, that loan may be refinanced_ [f a participant has more. than one outstanding loan, no loans may he refinanced. Refinancing means cortcurrcnCly repaying an existing loan and borrowing an ;additional amount through a new loan. 5 F O 1 L o a m C: u i i e 1 i r i e s In order co refinance all existing loan, a participant must request a new loan in writing on an application approved by the Plan Administrator, Spousal consent must accompany the application when such consent is required by the Plan, Such request must be. made at a time when the participant is eligible to obtain a loan as defined by the Employer in Section III above_ The amount of a new loan requested for the purpose of refinancing is subject to the loan limits specified in Section IV above. Because refinancing is considered a new loan, only active employees may refinance an c.mitstandirig loan. XIII. REDUCTION OF LOAN If a participant dies and leaves an outstanding loam, the unpaid loam balance(s) will be repaid from the account balance before any distributions are made to a beneficiary(ies)_ The unpaid Joan amount is a taxable distribution and may be subject to early withdrawal penalties. The participant's estate is respon- sible for taxes or penalties on the unpaid loan amount_ if any The beneficiary is responsible for taxes due on the amount he/she receives. A Form 1099-R will be issued to both the beneficiary and the estate for these purposes. XIV. LOAN DEFAULT i.f a required payment of principal and interest is not made within 90 days of the date such payment is due, the loan is considered in default. if a loan is in default, the loan will be foreclosed during the ealen- dar year in which the. participant separates from. service. However, the IRS "deems" a default to be a distribution in the year the default occurs. Therefore, the amount of the outstanding* loan at the time of the default, will be reparred to the 1R.S as a distribution in the year the. default occurs even though the loan may not be foreclosed at that time. The distribution may be subject to =es and possibly a penalty • for early withdrawal. lf a participant has separated from service and defaults on a loan, then the loan will be foreclosed during the calendar year in which the default occurs. The amount of the outstanding loan, will he reported to the IRS as a disnribution which may be subject to taxes and possibly a penalty for early withdrawal. lf the .Employer has elected in Section X and the promissory note so provides, a loan becomes due and payable wh.en the participant separates from service_ It the terms of the loan contain this provision, the outstanding loan amount is "deemed" in default as of the date of separation from service_ The amount of the outstanding loan, will be reported to the IRS as a distribution which may be subject to taxes and possibly a penalty for early withdrawal. If the Employer has so elected in Section X and the promissory note so provides, a loan becomes due and payable vhn the participant takes a distribution of Borne or all of the balance in his/her account after separation from service. If the terms of the loan contain such a provision and the outstanding loan balance is not paid prior to the distribution from the account, the outstanding loan amount will be considered in default upon issuance of the distribution check. The. amount of the outstanding loan,}will be reported to the IRS as a distribution which may be subject to taxes and possibly a penalty for early withdrawal_ Participants who have an existing loan in default will not be eliggible for additional loans. 6 I C M A R E T I R E M E N T C O R P O R A T I O N XV. DE MINIMIS ACCOUNTS AND OUTSTANDING LOAN BALANCE Ifa participant separates from service and the participant's total vested accounr balance, including the outstanding loan balance, is S5,000 or less, the Plan }vial automatically foreclose the loan. the account balance remairu-ng after the loan has been satisfied ‘vi11 be disbursed in accordance with Ike l inimis provisions 01 Section 10.04 of the Plan. If this occurs, the amount of the loan, will be reported to the IRS as part of the distribution, which may be subject to taxes and possibly a penalty for early withdrawal. Participants who have existing loan in default will not be eligible for additional loans- XVI. FEES Fees may be charged for various services associated with the application for and issuance of loans. All applicable fees will be debited from the participant's account balance and/or from the participant's loan repayments prior to crediting the repayment of principal and interest to the participant's account. A schedule of fees applicable to this Plan is available from the Elan Adrr7inisCraror- XVII. OTHER ii The Employer has the right co set other terms and conditions as it deems necessary for loans from the Plan in order to comply with any legal requirements. All terms and conditions will be administered in a uniform :ind non-discriminatory manner. In Witness Whereof, the. Employer hereby caused these Guidelines to he executed this _ day of • 0 EMPLOYER ACCEPTED: TEMA 1 etirernent Corporation BY: BY: TITLE: TITLE: Corporate Secretary ATTEST: ATTEST: 7 777 North Capitol Street,NE Washington.DC 20002-4240 1.202.962.4600 FAX 1-202-962-4001 Toll Free 1-800.668.7400 On Esparto)(lame of 1-800-669.8216 Internet:http;J/www.icinarc,org May 7, 2003 Daniel Cenis Accounting Manager City of Spokane Valley 11707 E. Sprague Avenue Suite 106 Spokane Valley City, Washington 99206 RE: Section 401(a) Money Purchase Plan Adoption—RC Account Number: 108382 Dear Mr. Cenis: We are pleased that RC's Money Purchase Plan has been selected for your employees. Enclosed is everything you need to adopt and implement RC's Money Purchase Plan including: Easy, step-by-step instructions for implementing the 401 Money Purchase Pension Plan. After reviewing the enclosed materials, please contact New Business at (800) 326-7272 with any questions you may have and to advise us if the adoption process is expected to take longer than 30 days. To assist you in implementing your new plan without complications and as expeditiously as possible, i will be available to you throughout the adoption process. Thank you for your interest in RC. Si icerely, .�• San Diep New Business Analyst Enclosures Ailik ICMA RETIREMENT CORPORATION The Public Sector Even Vantapepoint securities are distributed by ICMA-8C Services,LLC,,a controlled broker-dea5st afleliate of DCIVIA-RC.utember NASOJSIPC. Enclosu res • How to Set Up Your Money Purchase Pension Plan • Resolution for a Legislative Body Relating to a Money Purchase Plan and the Declaration of Trust of the Vantage Trust Company Trust • Two Administrative Services Agreements • ICMA Retirement Corporation Governmental Money Purchase Plan & Trust Adoption Agreement • ICMA Retirement Corporation Governmental Money Purchase Plan & Trust Basic Document • 401 Defined Contribution Plan Loan Guidelines • 401 Qualified Plan Implementation Data Form • 401 Enrollment Kit (This can be ordered through Employer Services at 1-800-326-7272 once you receive your Notice of Plan Acceptance confirming that your plan setup is complete.) • EZ Link Contributions Information and Access Form* • Wire, ACH, and Check Instructions • Processing Policies for Contributions and Loan Repayments • Money Purchase Plan 401 Employer Guide Please note that the Employer Guide is currently being revised to reflect recent EGTRRA changes (Chapter S and 6); however, much of the content of the guide is still useful for administering your plan. Enclosed is a copy of ICMA- RC's 401 Qualified Retirement Reform Implementation Package which details many of the EGTRRA updates. If you have any questions about the Employer Manual or its contents, please contact a New Business Unit Analyst at 1-800-326-7272. • Pre-addressed, pre-paid envelope * Note: If you do not have Internet access, please contact us at (800) 326-7272 immediately so that we can provide you with alternative contribution information. How to Set Up Your 401(a) Money Purchase Plan Starting a 401(a) Money Purchase Plan with the ICMAA Retirement Corporation is as simple as following the steps outlined below. Do not hesitate to call our New Business Analyst at (S00) 326-7272, should you need further assistance. Note: If you are planning to use a plan document outer than RC's model plan document, it is imperative that you submit a copy of the plan document to our New Business Analyst for review and approval before you proceed with completing adoption materials. We must ensure that your plan document meets IRS requirements and that the provisions of the plan document can be administered by RC. Additionally, please complete the General Plan Information Document to assist us in configuring our record keeping system to the provisions of your plan. Step One: Adopt the Retirement Corporation as your plan administrator by executing the Trust Adoption Resolution, included in the Employer Plan Adoption Booklet. The resolution should be certified and a copy retained in your office. The original should be returned to this office in the enclosed envelope. If you choose to use a resolution other than the one enclosed,please ensure that it contains the following elements: • Establishes a Money Purchase Plan • Adopts the ICMA Retirement Corporation Governmental Money Purchase Plan or adopts an individually designed Money Purchase Plan that has been approved by our office • Executes the Vantage Trust Company 'Trust. Note: It is not acceptable to appoint or authorize someone to execute this document. We need the resolution to state that your entity actually executes the ICMA Declaration of Trust of the Vantage Trust Company Trust. There is no signature needed on the actual Declaration of Trust. It should be maintained in your files for future reference. • States the name of the trustee • Designates the title of the plan coordinator. Step Two: Complete and execute the Adoption Agreement in the 401 RETURN booklet. Note: Clients using a plan document other than RC's model plan document should complete the General Plan Information Document instead of the Adoption Agreement. You may request this form from your Implementation Analyst by dialing 1(800)326-7272. Step Three: Execute both of the Administrative Services Agreements. The signature of our Corporate Secretary has already been attached to this document. However, we reserve the right to declare this document null and void if the provisions have been changed without our prior approval. Please keep one original for your files and return the other original to us along with the remaining adoption materials. Step Four: Complete the 401 Qualified Plan Implementation Data Form. Also, please complete the Loan Guidelines if loans are permitted in your plan. Step Five: 401 Employee Enrollment Forms are included in the Employee Enrollment Kits that we provide. initially, 401 Employee Enrollment Forms should be sent to the attention of the New Business Analyst, along with the other completed adoption materials, to ensure that accounts are established in a timely mariner. Enrollment Forms submitted after the adoption process has been completed should be mailed to the ICMA Retirement Corporation post office box referenced on the Enrollment Form. Step Six: If you are transferring an existing pension plan to RC, the 401 Employer Plan Conversion Form must be completed by each participant and forwarded to our Implementation Analyst along with 401 Employee Enrollment Forms. Our Implementation Analyst will assist you in coordinating the transfer of existing assets and documents to the Retirement Corporation. If individual employees are transferring assets from another RC 401(a) plan to this 401(a) plan, they must complete a Withdrawal Form (to remove assets from the prior plan), a Direct Rollover Form (to provide investment allocation instructions) and an Enrollment Form (to establish a RC account with your entity). Step Seven: Return the following to our New Business Analyst in the pre-addressed, pre-paid envelope provided: [ ] An original certified copy of the executed Trust Adoption Resolution [ ] Executed Adoption Agreement (or General Plan Information Document') [ ] Two original executed Administrative Services Agreements [ ] Completed Implementation Data Form [ I Loan Guidelines (if loans are permitted in your plan) [ ] 401 Employee Enrollment Forms to the Retirement Corporation [ ] 401 Employer Plan Conversion Form (if you are transferring assets to RC) [ ] Completed EZ Link Access Form If you cannot locate the pre-addressed, pre-paid envelope, please return the completed adoption materials to: New Plan Intake ICMA Retirement Corporation 777 North Capitol Street, NE Suite 600 Washington, DC 20002-4240 Step Eight: The Retirement Corporation will send you a written Notice of Plan Acceptance and a counter-executed Adoption Agreement. Step Nine: You may begin submitting contributions to Vantagepoint Transfer Agents. 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,effective January 1, 2000. 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 7 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. Consequently,while ICMA-RC will strive to process non-conform- ing 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 employer 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 information. 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. i. !. ; u k _ 1 , a _T I ; 1 tL I B . . ! ►. _ . P L0.1.►. ' EPAYME k. S TO ICMA-RC • EZ Link On-line Contribution File Creation • EZ Link Data Transfer in ICMA-RC Record Format#3 Please call an Employer Services representative at 1-800-326-7272 to receive additional information about these options. ICMA RETIREMENT CORPORATION The Put&Scant Expert raY00o-o23-2]D2]7�, 777 North Capitol Street.NE Washington.DC 20002-4240 1.202.962-3600 FAX l-202-962-4601 Toll Free 1-800-669-7400 Internet:http:l/www.icmarc.org WIRE, ACH and CHECK INSTRUCTIONS Dear RC Employer: Below are the instructions for submitting funds to ICMA Retirement Corporation 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, the ICMA Retirement Corporation 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 satire mailing. Plan i Wires ACH Checks 457 ALLFIRST BANK ALLFIRST BANK Vantagepoint Transfer Agents—457 ABM: 052 000 113 ABA#: 052 000 113 C/O ALLFIRST BANK Vantagepoint Transfer Agents—457 Account#:425-3800-1 P.O. Box 64553 Account#:425-3800-1 Ppt ID: 30XXXX(Plan#) Baltimore,MD 21264-4553 OBI: 30*XXXXmmddyyyy Reference Plan#on check stub (Plan #and payroll date) 401 ALLFIRST BANK ALLFIRST BANK Vantagepoint Transfer Agents—401 ABA#: 052 000 113 ABA#.:052 000 113 C/O ALLFIRST BANK Vantagepoint Transfer Agents—401 Account#:425-3798-1 P.O.Box 64668 Account#:425-3798-1 Ppt ID: IOXXXX(Plan if) Baltimore,MD 21264-4668 OBI: I0*XXXXmmddyyyy Reference Plan #on check stub (Plan#and payroll date) *IRA ALLFIRST BANK ALLFIRST BANK Vantagepoint Transfer Agents A.BA#: 052 000 113 ABM!:052 000 113 CIO ALLFIRST BANK Vantagepoint Transfer Agents Account#: 895-5902-9 P.O. Box 64636 Account#: 895-5902-9 Ppt ID: 70XXXX(Plan#) Baltimore, MD 21264-4636 OBI: 70*XXXXm.mddyyyy Reference Plan#on check stub (Plan N and payroll date) RHS ALLFIRST BANK ALLFIRST BANK Vantagepoint Transfer Agents ABA#:052 000 113 ABA#:052 000 113 CIO ALLFIRST BANK Vantagepoint Transfer Agents Account#: 895-5902-9 P.O.Box 64636 Account#: 895-5902-9 Ppt ID: 80XXXX(Plan#) Baltimore,MD 21264-4636 OBI: 80•XXXXmmddyyyy Reference Plan #on check stub (Plan N and payroll date) *Payroll Deduction IRA Note: If your contribution is sent to any address other than the one specified for each plan above, it may delay the investment of your contribution. Aillitk • ICMA RETIREMENT C•RP•RATI•N Wire,ACH and The II ui'ic service Vantageplain:since 1872 Check Instructions Updated:04/16103 Page loft .4 777 North Capitol Street,NE Washington,DC 20002-4240 1-202.962-4000 ` FAX 1.202-962-4601 Toll Free I-500.669-7400 Internet:http://www.icmarc.ore Wire and ACH information WIRES: You must include your plan number where*XXXX is reflected.plus the current payroll date.in the OBI field for each wire,to ensure timely processing. ACH: You must include your plan number where *XXXX is reflected.to ensure timely processing. It is extremely important that your participant detail breakdown be received 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 confornnin2 detail (see Employer Manual for definition of conforming detail). Checks Please be sure to include your printed participant detail breakdown with your check to ensure it is received at the same time as your remittance. If you are sending your file electronically,please ensure that the detail is received prior to or at the same time as your check. Detail received after the receipt of funds will be credited upon receipt of conforming detail. Please refer to the Employer Manual for definition of conforming detail and the bulletin that was mailed out late December 1999 regarding the new processing policies instituted beginning January 2000. Detail submission should be submitted electronically for all wires and ACHs,however, if detail is mailed it should be sent via the following: Fax ft ATTN: PLAN CONTRIBUTION SERVICES UNIT 202-962-4601 or Overnight Mail: ICMA Retirement Corporation 777 North Capitol Street NE, Suite 600 Washington, DC 20002-4240 ATTN: PLAN CONTRIBUTION SERVICES UNIT If you have any questions regarding this instructions or interest in submitting your detail electronically,please contact the Investor Services Unit at 1-800-326-7272. AdilL ICMA RETIREMENT C•RP•RATI•N Wire,ACH and The"(Win service.Vanta,eramt since 1!72 Check Instructions Updated:04/16103 Page 2of 2 A { 4 � � PLAZ The purpose of this brochure is to acquaint you with the benefits, features and services of our Your employer has selected ICMA Retirement program and provide you with general plan Corporation as the program administrator for information. If there is a conflict between the your retirement program for several reasons. information in this brochure and either the plan document, Making Sound hawestrnent • We are an independent, not-for-profit Decisions. A Retirennent frevestmenr Guide, or corporation coffering retirement plans the Vanrsgepornt Funds Prospectus, the plan exclusively for public employees. document, Investment raufole, or Prospectus will be the controlling document. You will • We have 30 years of experience in meeting receive a copy of the investment Guide or the the needs of public: sector employers- Prospectus, and you may ask your employer for the opportunity to examine a copy of the plan • A wide selection of investment options is document. available- • Fund-to-fund transfers among investment 1M NEY PURCHASE:_PLAN options n ay be made through Vantagef_ine, 1 our automated telephone service,. or on our What is Money Purchase Plan? Internet Web site. VantageLink, unless restricted by your employer. Transfers dre A Money Purchase Plan is a retirement plan allowed as frequently as desired, although that is "qualified" under Section 401(a) of the transfers among con-poling funds are i Internal Revenue Code- Each participant has a subiec# to restrictions. plan account to which contributions are made. Plan benefits are based on the total amount of • The program is nationally portable. money in your account at retirement or other • Our kno +ledgeable staff is readily available eligible event 1 s a qualified plan participant, to assist participants. you are not taxed on employer contributions nor upon earnings until they are withdrawn, • Comprehensive participant services. with usually at retirement when you may be in a quarterly plan statements and � e'r�slrlters, lower tax bracket. Required employee are provided, contributions may also be made on a pre-tax basis at the employer's election. • No hidden fees are charged- r'� r' 7 -1• An individual retirement account (IRA) I. = , i i I` Cam- •program, including Traditional IRAs and f _— : �,.� J I Roth IRAs, is available, Vantagepoint securities are distributed by ICh A-RC IL Sod LLC, El controlled broker- ea lee i1Filiate of the ICh�lfi. Fieq.ireinent Commotion and a member of I 1VASD/SIPC, Please read.the,:aurent 1+ ntagepoin; Funds - �` -_Prospectus prior to i7voeriny nay money. 2 3 I ff1VTRIBUTI0111S _ $ Your plan may allow you to make L ' 1 contributions that are matched by your What types of contributions can be made to 1 employer. You may determine the YP percentage rate of your contributions, a Money Purchase Plank 1 within a range established by your Your employer makes contributions to the plan employer. These "matched" contributions on your behalf, In addirtion, the plan may require are made with after-tax dollars. you to make contributions, permit you to make ��, contributions matched by the employer, and/or I I r I--, I allow you to contribute to your account an a Are my contributions subject to i. `taxes? ..1 __2 voluntary, alter-tax basis. r , L Pre-tax contributions are not subject to current federal and, in most cases, ,* How are my employer contributions state income #axes_ The full amount of -- determined and treated for tax purposes your pre-tax contributions is deducted Employer contributions are usually a fixed from your income for tax purposes. .- amount or a percentage of your pay In some This results in a decrease in your -4 i plans, however, the employer may rna e a taxable income. In addition, your take- i' matching contribution based on the amount home pay will be greater than if you ■ " _I J that you contribute to the plan. made contributions with after-tax dollars. After-tax contributions are _ , Contributions that your employer makes to your subject to current federal and state f account are not taxed until you receive them, taxes and withholding_ The full amount 1_ _. ,_-_ usually at retirement when you may be in a of your contribution is deducted from [ _ " lower tax bracket. Earnings on employer your pay after all withholding is ', 'i contributions also grow on a "tax-deferrer!" calculated. *-____f1 basis. -1 All employee contributions are subject I, 1: to Social Security taxes, where the Will I be required to contribute to the plan? , employer is a Participating member of t The terms of your plan are set by yO411. 1 the system. – employer. YoLP may be required to contribute to `� the plan in order to receive employer --j contributions, The amount of these mandatory May I make addirtional contributions is usually a percentage of your contributions? �. salary, and the contributions are designated by If your employer's plan permits, you ,'4 .I your employer as either pre-tax {picked-up) or may also make "voluntary" ri after-tax contributions. contributions of up to 25 percent of l ;� your salary (riot to exceed the IRS limit , on your total contributions). These i _, voluntary contributions are made only J is 4 5 with after-tax dollars. Earnings on your —_:.: __ .: voluntary after-tax contributions are tax- Il)iOU CDf�ITRIBUTR:= lS7AY_HAUE-._: deferred. 41 V=_kC Amoy EAR `_-AN RWCU11,1ULATED WILLIE.OF;_' • You may increase or decrease the amount of [�5'YE R - 6,079 these voluntary contributions at any time y y ! YEAR X1:5.0 41 unless your employer chooses to restrict or limit the number of changes you may make 15 'r EA85 _- - -$211x131 each year. You may discontinue voluntary contributions at any time 20 TEARS 34 :41`7 - - 25 YEJ'S:R $75,749- What is the maximum amount of my salary -- 30 YEARS $117. 7.9!=-3 - that may be contributed? 5. YEARS $178.547 IRS regulations allow for maximum 40 contributions into a Money Purchase Plan of up -YEFk i 708.4 3 • to 140 percent of your gross compensation Amok (minus your picked-up contributions) or 540,000 annually {indexed to rise with inflation}, whichever is less. This maximum includes the security- The chart above illustrates how quickly total of all contributions—both employer and funds can accumulate, based on annual employee—to the plan, You will not be able to investment earnings of 8%, if contributions are reach the IRS maximum if your employer's plan made at the beginning of each year. contains lower contribution limits. How is my account activity reported? May I stop contributing to the plan? Within two weeks of the end of each quarter, If your plan has mandatory employee we will send you a statement that summarizes contributions, you cannot stop contributing to all account activity. Your statement details all contributions, transfers, earnings, and the plan, The decision to participate is a one- disbursements that occur in your account - time, irrevocable election. during the quarter, The performance of the investment funds is also summarized and sent Plans with matched employee contributions to you each quarter. allow participants to choose to suspend employee contributions. You can access your account balance on a daily basis by calling our 24-hour, toil-free How quickly can my funds accumulate? VantageLir►e at 1-800-669-7400 or through VantageLirik on the Internet at Over time, your retirement account will make a http:/0",..vww.icmarc.org. valuable contribution to your retirement • fi 7 May I roll over money from another plan? The Vantagepoint family of funds consists of 19 If you have a balance in another plan that registered mutual funds including Actively qualifies as an eligible rollover distribution Managed Funds, Index Funds, acid Model according to IRS regulations, you are Portfolio Funds, sometimes referred to 8s encouraged to consider the benefits of moving lifestyle funds. Our funds are listed in most your assets to this account. For more major ne,vspapers, information or assistance with your rollover, please contact our Investor Services Our Actively Managed Funds are based on a representatives, toll-free at 1-800-669-7400. multi-management approach. Our team of investment analysts carefully select and monitor top irrvestmer t managers, called • May I also contribute to other tax-deferred subadvisers. By diversifying across styles, a • retirement planST multi-management approach is designed to • You may also contribute to a supplemental 457 produce superior long-term returns, with deferred compensation plan if one is offered by greater consistency, than a single-manager your employer. approach. Our Index Funds provide alternative investment options for those investors who prefer funds FTINV.E' TMIF.NT OPTIONS AND FEES that mirror some of the most popular benchmarks across the investment spectrum. What are my investment options? ICPv1A-RC ()Hers a wide array of investment Spanning time horizons and risk levels, the fant options_ Investors may choose from our awn agepoint Model Portfolio Funds provide Vantagepoint Funds or other popular funds pre-set diversification and periodic ret�alancing for the most conservative to aggressive offered in the Mutual Fund Series. Other funds investor. These funds invest fixed allocations in may also be available in your plan, various Vantagepoint Funds. sill Complementing the Vantagepoint Funds is the Mutual Fund Series. The Mutual Fund Series is a 'menu" of 16 mutual funds from other popular fund families and is generally offered along with our standard lineup of Vantagepoint Funds. LL I r- . �—r_ I _ , � � 771.__ z a 9 What are the fees, minimum investments, Do I own the contributions I make into my and/or restrictions? account? ICMA-RC prides itself on its competitive fee You are always 100 percent vested in your own structure and publishes all fees in the contributions and the earnings on those Van agepoir?t Funds Prospectus and Making contributions, Sound irrvestmenr Decisions:A Retirement Investment Guide. All funds offered through ICMA-RC are no-load and have no minimum How do I become fully vested in the investment required. contributions my employer makes to my account? You may generally transfer your assets you gams ownership of your employer's between funds without restriction. However, contributions based on your years of service some funds may limit your ability to conduct with your employer. Your employer has created frequent transfers to protect the interest of a timetable, or vesting schedule, which other investors. determines the number of years of service required to become 100 percent vested in your employer account balance. VESTING Are there any special circumstances What is vesting? concerning vesting? Vesting means ownership of the assets in If you attain normal retirement age, become your plan. Vesting is based on your length of disabled or die, while actively employed, your service and determines the percentage of the account becomes 100 percent vested, employer account to which you will be regardless of your term of employment. entitled when you leave employment. When are assets in my account payable to me? • In general, you are eligible to withdraw vested assets from the plan upon separation from service (whether voluntary or otherwise), disability or retirement, Your beneficiary becomes eligible in the event of your death. J1 1 -1 ` i – Ir` Your employer may also choose to offer plan �_. participants the opportunity to take loans from – _- their accounts, subject to IRS regulations and `� employer-adopted loan guidelines_ I I i �L=; r -- I 10 U How do I withdraw my assets? Are there any special payout regulations if I Ow brochure, A Garde to Money Purchase Plan am married? Withdrawals and Benefits, folly details the Your plan provides spouses with a 50 percent information you will need- All necessary, forms interest in the value of a married participant's • are provided with the brochure. You may obtain account. If you are married, your benefit must a copy from your employer or through our be taken as a Qualified Joint and Survivor trrvestor Services representatives at 1-800-659- Annuity, which guarantees a benefit to you for 7400 life and 50 percent of that amount to your surviving spouse after your death, unless your Special Mote: Depending on the type of spouse agrees to waive this right. The proper withdrawal you request, your payment may be waiver forms are provided with the withdrawal subject to 20 percent federal tax withholding if you forms packet- ' elect to receive funds directly that are eligible for rollover to another employer plan or an IRA. Please consult the 5,uec+ai Tax Notice Regarding Plan How will my retirement benefit be paid to me? Peyrmerits included in the Money Purchase Plan We offer a variety of options to meet a Withdr.s.1/44a1 Forms Packet. participant's individual retirement needs. You may choose from the following: Are there any taxes or penalties on funds • Periodic payments—we can withdrawn before retirement? make monthly, quarterly, semi- 1 ..i Pre-tax contributions and all earnings are annual fat six-month intervals subject to federal, state and local income taxes only) or annual payments until when withdrawn. Generally, taxable funds i your assets are fully paid out. withdrawn before age 59 1/2 are also subject to an IRS Lax penalty. of 10 percent, in addition I ' Rollover—to another employer to the income tax normally paid on the amount, i; plan (including a 457 deferred We do not withhold any portion of your ii compensation plan) that accepts rollovers, or to a payment to cover the IRS 10 percent penalty- 1 _i You are responsible for calculating and paying Traditional IRA. the IRS penalty for early distribution when you ,! • A lump sum—either partial or file your annual tax return. total distribution} of your _. We provide the appropriate tax withholding account balance. forms and special instructions on taxes for all distributions. • Annuities—we can help you arrange the purchase of are We do not assess a penalty. for any distribution annuity through a life insurance for which you are eligible, regardless of your company. L age or length of plan participation, 13 r available if l change jobs kee in your assets in your account and What options are J jobs � g Y Y and don't want to start receiving benefits? delaying payment, but you may choose to You may leave your assets in the employer's transfer the balance to your new employer's plan if your vested balance exceeds a minimum plan, including a 457 deferred compensation amount (as defined in your employer's plan). plan, or Traditional IRA. You may also transfer all or park of an "eligible rollover distribution" to another employer's Does ICMA-RC offer an IRA? retirement plan (401 qualified plan, 457 Yes. ICMA-RC offers the full-featured Vantagepoint deferred compensation plan, or 40 (b) tax IRA, including a brokerage option. You may wish sheltered annuity plan) as long as that plan to consider consolidating your other IRA assets. if accepts rollovers, or to a Traditional IRA, such any, in the Vantagepoint IRA. as ICMA-R 's Vantagepoint IRA. Eligible rollover distributions are generally all - -- distributions unless they are: (1) regular, FINITHDRAINING YOUR, FUNDS: — periodic payments over long periods, such as SPECIAL-CIRCUMSTANCES life expectancy or 10 years or more or ( ) required minimum payments made to What if I am subject to a Qualified Domestic participants age 70 1/2 or older. Your employee Relations Order (QDRO)7 after-tax contributions can also be rolled to A QDRO relates to the provision of child another 401 qualified plan, or to a Traditional support, alimony payments, or marital property IRA. (These after-tax amounts may not be rights of a spouse. The ODRO recognizes an rolled over to a 457 deferred compensation or alternate payee's right to receive some or all of 403(b) tax sheltered annuity plan-) d the plan benefits payable to you. [Colorado participants are cautioned that state law may What if my vested balance is befaw the have an impact on payment to former spouses plan-required minimum? under QDROs.] We strongly urge you to Ili If, when contact us when aDRp is anticipated to you leave employment, your total vested account balance is below the plan- required any foreseeable problems. required minimum, you will automatically be paid all the vested funds in your account as soon as possible. You do not have the option of l 14 15 We will disburse the kinds according to ' - Ii qualified orders only with employer approval. THE I AA-R # TE What is the ICMA-RC System? • What if I become disabled? The ICMA-RC System - ICMA Retirement In the event of permanent and total disability Corporation II 1A-R ), VantageTrust Company, prior to retirement age, you become 100 The Vantagepoint Funds, ICMA-RC Services, percent vested in your account balance and LL , Vantagepoint Investment Advisers, LLC may withdraw your funds, and Vantagepoint Transfer Agents, LLC - work to satisfy your retirement needs. What happens in the event of my death You benefit from independent accounting of prior to beginning distributions? plan assets, a wide array of investment In the event of your death, your eligible options. ongoing fund analysis, and more The beneficiary receives your funds. If you are ICMA-RC System is designed so the assets married, your spouse is automatically your you put away today will be there for you • beneficiary for at least one half of the funds in tomorrow- your account, unless you have executed a waiver of Qualified Preretirement Survivor Annuity (OP AI and obtained your spouse's ® ICMA Retirement Corporation consent. The OP SA waiver is available from The ICMA Retirement Corporation is a not-for- your employer or from our Investor Services profit corporation founded by public service representatives, employees in 1972 with the help of the International City/County Management Association and a grant from the Ford Foundation. ICMA-RC became the first organization to offer a nationally available I deferred compensation retirement program for public sector employees. I__ �.__�\ ;I I ,,-1 I �= ICMA-RC helps establish and maintain I, I I retirement plans exclusively for state and local I ; 1-�-� i I I I _ 'I� I ,^i , , .. government employees, ICMA-RC's principal _' L' ` LJ '— lines of business are Section 457 deferred _ r-'. I compensation plans and Section 401 defined ' L I I 1' I -'H? I', u i I contribution plans. ICMA-19C is an investment � 1 ) . -'-'7-T-1-- •'I I H -,--1 --I 1- adviser registered with the Securities and ' - 1 ' `°-�+ Exchange Commission. 1�_I I � ■ II ■ r 1B 17 I 1 VantageTrust Company Vantagepoint Transfer Agents, LLC The VantageTrust is a group trust that is legally Vantagepoint Transfer Agents. LLC (.' VTA") separate from IMA-RC. It provides for the serves as transfer agent for The Vantagepoint commingled investment of assets of retirement Funds. VTA is an affiliate of I MA-J9C. plans administered by ICMA-RC, Trust assets are not subject to the claims of the creditors of IMA-JRC. The Trust. offered through What services can I expect? VantageTrust Company, offers a range of The ICMA Retirement Corporation is investment funds and each fund has been committed to offering the best retirement designed for retirement plan investing_ products and services available. Our programs are designed specifically for the public ICMA-RC provides investment advisory employee. Some of the. additional advantages services to the Trust. are: IS The Vantagepoint Funds • 24-hour access to account information via The Vantagepoint Funds. which is sponsored by toll-free telephone and the Internet ICMA-R , is an SEC-registered "series" investment company (mutual fund) offering 19 ■ Ability to transfer assets and allocate future distinct portfolios. Each portfolio has a different contributions over the phone and the investment objective and strategy. The funds of Internet the VantageTrust each invest solely in the shares of a corresponding Vantagepoint Fund, * Internet site at http:llwwwicmarc.org with the exception of the Stable Value PLUS Fuld. ■ Competitive fees, no hidden fees. Free fund-to-fund transfers among investment IMP I IV1A-RC Services, LLC options" IC11v1A-RC Servicesr LLC ("RC Services") is the broker-dealer through which the investments • Personalized service, including assistance offered by !DMA-RC-administered programs are in enrollment arid retirement planning available, RC Services is a member of the NASD and is an affiliate of ICfv1A-RC. • Quarterly combined account statements and performance summaries Vantagepoint Investment Advisers, LLC Vantagepoint Investment Advisers, LLC ("VIA") • Quarterly newsletter serves as an investment adviser to The Vantagepoint Funds. VIA is an affiliate of ICfv1A • Nationally recognized education irlaterials SC. including Charting Your Course, a comprehensive retirement planning tool r4dnliniVrat ve management and iun{1 expenseg I'm apply. Obtain the prospectus and Re■ire1nen.r fov{ irt?eilt Gurda rot complete detai by rgfling 1.100.669.740a i — VantageLine Getting to rted 1-800-669-7400 To take advantage of VantageLine, all you need is a touch-tone telephone- Simply call Press the Keys Below To 1-800-669-7400. or confidentiality, the first time you call, you will need to Create your PIN Access VantageLine using the following method: a Account Information 0 VantageLine instructs you to enter your Social Account Balance al Recern Transactions Security Number and your current PIN {the last four VantageLine u Statements digits of your Social Security Number). ® .account Changes 1-800-669-7400 ® Share Price and Performance D VantageLine will then ask you to enter a new four- ei General information digit PIN and verity the selection of that number- ® PIN,Address menu This is the PIN you will be required to enter each time you call VantageLine, _ Tai .0: Customer Services Representative Use the new PIN you selected each subseouenttime you call VantageLine. You may change your PIN as often as you wish- Rememberte keep your PIN in a safe place. 4CMA RETIREMENT CORPORATION OP Vn11.00Z-Z 4 0-441044i13 6r0'0..wat331'nvoM 0Qtr!-699.009-1. • 4PZP-Z0O0 oO'ualduIyaeM a q°9-11 5 Ia icir. LnioN La N01.1.1/130d1:103 J IP Ull]J lfW31 '-'.."1",'..'''' . • • m ICMA RETIREMENT CORPORATION . rte Tha obi ai rice 49 X11 penL°ek•ce 1972 #-. j. , f .. 'r� • l.t M I. } y ' [11111111 rurh 4-hour Much.-o -a-Butto .Access 1. • , f What is VantageLine VantageLine is our 24-hour automated telephone information service. VantageLine gives you around-the-clock access to information about your retirement plan. With VantageLine, You Can n Check your daily account balance, recent activity and upcoming distributions, El Transfer assets among different investment options. o Change the investment allocation of your future contributions. VantageLine . Obtain a current statement of your account. cli Obtain current fund performance and daily share prices. 1-500-669-7400 El Obtain literature about your plan or obtain an Internet password. Au seppriFina are estpuum by IC464•RC Seivices,LLC,a broker-dearer anima a1 the ICh1A Rnpremenl Corppratlan and a member OF the Natianal Assacialioo el$ecIuiklna Deptern,lftp,iNb5O mita SCcufllier!Ponta'PrOtedian Corparginn(SEPCF. 4 • How do I use VantageLine Features? VantageLine Main Menu Dial 1-804-669-7400 on your touch-tone phone.Then, ■ Account Information t3 Enter your nine-digit Social Security Number {SSW�. ACCOUnt Balance Details 8y source L7 Enter your four-digit personal identification number (PIN). See 'Gating Started" if this is your first time using VantageLine- 0 Recent Transactions C3 Press 1 for information about your personal account including account Hear the usr recent 5transactions balances, recent transactions, statements, payment status and investment El Next allocations- statements O Press 2 to make account changes. Summary statement El Press 3 to access share prices and performance, Payment Status O Press 4 for ICMA-RC contact information, special phone numbers and to request literature. Current Allocations 0 Press 5 to change your PIN, address or request an Internet password. Hear existing ID Press 6 for tips. tai Change future 13 U Press 0 at any time during your call to speak to a Customer Services Total Contributions Representative, Gives year-to-date contribution totals O Press 9 to go to the main menu. jAccount Changes Detailed Account Information ® Transfers Once you're in VantageLine,you immediately receive your account balance and a By percentage summary of any pending transactions. You can cancel any pending transactions if you wish.Then, Press 1 to obtain even more account information. E fly dollar aln°Ulit O Press 1 to hear detailed account balances, D Rebalance to specific funds ID You can obtain your balance by investment, including number of shares. B Future Contributions El You can obtain your balance by source. 11. Share Priers& Performance O Press 2 to hear your most recent transactions. Information on a Specific Fend U You can obtain information on up to 10 transactions for the past 90 days. El Information on Your Funds C Press 3 to have a summary statement sent to you Bast Performance is rro guarantee of future results) D The summary statement gives you up-to-date share prices and market value for your funds and your total account. General Information D Press 4 to hear the status of pending payments. fl Contact Information ID Press 5 to hear or change your current allocations- © Request Literature al PINT Address Menu How Do I Reach A Customer Services Representative? g PIN/Change Press 0 at any paint in VantageLine to reach a Customer Services Representative during business hours Orom 8.30 a.m. to 9.00 p.m. Eastern Time, Monday through 13 Address Change • Friday). © Internet Password If you do not have a touch-tone phone, a Customer Services Representative can help you with information about your retirement plan- Dial toll-free 1-200-6fi9-1400 • Tips and remain on the line:- Customer Services Representative • ^•Tear Away r{r For nveilitilc# VantageLinie Tips VantageLine, VantageLine allows you fast and easy access to information about your retirement account.You get Your 24-Hour Sarvica Line information on your investments with touch-of-a-button convenience.There is no charge to use the 1-800-669-7400 system.VantageLine is available 24-hours a day, seven days a week If yourle a frequent VantageLine user, here are a few shortcuts for even quicker accessta ltantageLine Shortcutfew information you need.You can interrupt VantageLine at any point to: Press'to return to the previous menu O Pro cecdto yotirnext entry,IYou do not have to listen to the entire message.If you know which Ct Press 9 to go to main menu option you want to choose, you may press your selection at any time during the message.} Et Press 0 to transfer to a Customer Services Representative El Press* to return to the previous menu. Quick Codes Q Press to go to main menu. p/{'ri6eintheaodes for your poMEoliol O Press 0 to transfer to a Customer Services VantageLine FUND CODE • Representative from 8:30 a.m. to 9;00 p.m- �_ �_ � Eastern Time. Monday through Friday. • Cl When you are finished, you can hang up or Press* to return to the previous menu, Getting Started -7- To enter Account Acce5s, you will need a Web Varrtageunk browser which supports Secure Socket Layer SSILI -a method of maintaining security on the Internet. If you aro not usin one of the following browsers. you may not be able to access this area: • Netscape Navigator 4.5 or higher Making The • Microsoft Internet Explorer 5.0 or higher* Internet Next. Request A Password: • GO to our Web site and choose "Account Work For Access' from the menu bar on the top. • Under 'Account Access", choose "Password You Request" and "Request A New Passvvorti". • Fill out the form with your Social Security Number (without hyphens or spacesl, your last isms and iaptionallyi your email address. • To ensure proper security, we will send your password via U.S. mail to the address we have on file for you. You should receive your password within 7-10 business days. Then you can gain access to your account_ 728 bit encryption ,b211[, I', • c- H - -41 ■1 _ ItiLaitr KMA CCIFIPGRATION ICIMLA RE TIREMF,N't crirtoorturvuoN On - Line fleCeSS Portfolio Builder and rinPower** Advice: Use liptriile [or recommendations brezeitiveoansysoeLtircIpalssaololloar TO0 u r risk and time horizon. Than. LiSO the rnPower-4 Personal Advisor, a service from one of the nation's leading providers of online investment advice. get Account to independent advice, Including all of the funds available through your plan. Town Hall: Here you will find our online discussion forum created especially for public sector workers. You'll also find public sector news channels to keep up-to-date on the news you warn to read. VantageTallk***: VantageTalk offers forums where you can post questions and receive comments on retirement planning and topics of interest to you 24 Through the ICMA Retirement Corporation's hours a day. seven days a week, VantageTalk offers VentageLink. you can harness the power of the Internet five different forums to discuss retirement issue to gal n access to your retirement with your peers. account every day, Products & Services: ICMA-RC offers a full menu On our site you'll find, of retirement and non-retirennent products and services to help you plan and invest for the future, Account Access: This password-protected secure Here you will find descriptions of our products, from area allows you to access information about your 401 and 457 retirement plans to the new on-line 1FIA personal accoi.Aralsi From here you can manage your Wizard and the Vantagepoint Elite program. I account, including checking your account balance and transferring funds. Personalized NiinNS: Now you can personalize your home page with MyVantageLink. Select any five of Ventagepoint Funds*: Find In-depth information on our 1S available news channels to display right or' each of our proprietary funds, including monthly and your home paige. quarterly updates on fund characteristics.Additionally, you can view information on our Model portfolio Funds ' and on Our Mutual Fund Series. MarketView: MarketView features timely financial and economic information from the investment profession- als at ICIVIA-FIC You can also create your own personal, talc ized MarketVlew page and track. locks, markets, and mod*. -511m, —= advantage of receive the latest h rt fo rm alga n from leading news VantageLink-, organizations. ste Getting NO Started on Education, Planning and Adwice: Here you will find rhe nEIR1 informative articles, interactive virtual classes and more papa. J1. than SO financial planning calculators to help you plan and invest for retirement. Then, you CB/ use — PortfolioSuilder and the mPower 4 Personal Advisor to receive investment advice 41.4.4.4,14.4.44 •Pimp mid*or pram:rum 44111)4114 pow renTAS prompuchoes oar 4If 114 41 •we'vii.4,r- t rxizilattui . 4.. _ "rtfIrlocr ab 44114-444434mff girOusda elf firofEwirrir rEki:-•- roritrilow kyr Clan•*.imilifiCrnav rogiartoilirrgovern http : / / www . icmarc . org I M A R E T I R E M E N T C O R P O R A T I O N C Governmental { Money Purchase PLAIT & TRUST DOCUMENT IIVIA RETIREMENT CORPORATION The Public Sector Expert EGTRRA AMENDMENT 1'P 1{1l?3f0U � • TCA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN &TRUST EGTRRA AMENDMENT PREAMBLE A. Adoption and effective date of amendment- This Amendment of the IMA Retiremenr Corporation Governmental Money Purchase Plan &Trust (the "Plan") and its Adoption Agreement is adopted to reflect certain provisions of the Econoinic Growth and Tax Relief Reconciliation Act of 2001 ("R TRI A"). This Amendment is intended as good faith compliance with the requirements of EGTRRA and k to he construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, this Amendmenr shall be effective as of the first day of the first Plan Year beginning after December 31, 2001 and shall Intl December 31, 2010, unless otherwise extended by 6w or other- wise. - Supersession of inconsistent provisions- This Amendment shrill supersede the provisions of the Plan and Adoption Agreement to the extent those provisions are inconsistent with the provisions of this Amend- ment'. Section I. Limitations on Contributions A. Effective date. This Section shall he effective for Limitation Years beginning after December 1., 2001. F3. axinium annual addition. The maximum Annual Addition that may be contributed or allocated ro a Participant's Account under the Plan for any Limitation Year shall nor exceed the lesser of: (i) $40,000, as adjusted for increases in the cost-of-living Linder section 415(d) of the Codes or (ii) One hundred percent (1009 ) of the Participant's Compensation For the Limitation Year. The compensation limit referred to in (ii) shall not apply to any conrribution for medical benefits after separation from service (within the meaning of section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition. Section 2. Increase in .Earnings Limit A. In general- For Plan Years beginning on or after January 1, 2002, the annual Earnings of each Participant taken into account in determining all benefits provided under the Plan for any Plan Year shall not exceed $200,000, as adjusted for increases in the cost-of-living in accordance with section 401(a)(17)(B) of the Code. Annual Earnings means Earnings during the Plan Year or such other consecutive 12-month period over which Earnings is otherwise determined under the Plan (the determination period). The cost-of- living adjustment in effect for a calendar year applies to annual Earnings for the determination period that begins with or within such calendar year. B. Prior years- If Earnings for any prior determination period are taken into account in determining a Participant's allocations or benefits for the current Plan Year, the Earning for such prior year arc subject to the applicable annual Earnings limit in effect for that prior year. MPP 101.25/00 Section 3. Direct Rollovers of Plan Distributions A. Effective date. This Section shall apply to distributions made after December 31, 2001. B. Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section 9.03 of the Plan, an eligible retirement plan shall also mean an annuity contract described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code which is maintained by a stare, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the rase of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee tinder a qualified domestic relation order, as defined in section 414(p) of the Code. C. Modification of definition of eligible rollover distribution to include after-tax employee contributions. For purposes of the direct rollover provisions in Section 9.03 of the Plan, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code chat agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includ ihle_ Section 4. Rollovers From (-idler Plans Effective January 1, 2002, unless otherwise elected by the Employer in the Adoption Agreement, the Plan will accept Participant rollover contributions and/or direct rollovers of distributions (including after-tax contributions) made after December 31, 2001 chat are eligible for rollover in accordance with Section 402(c), 4030)(4), 4{13(0(8), 408(4)(3)(A)(ii), or 457(e)(1 ) of the Code, From all of the following types of plans! (1) a qualified plan described in Section 401(a) or 403(a) of the Code; (2) an annuity contract described in Section 403(b) of the Code; (3) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision ola state, or any agency or instrumentality of a state or political subdivision of a state; and (4) an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code (including SEPs, and SIMPLE IRAs after 2 years of participating in the SIMPLE IRA). The amount distributed from such plan must be rolled over to this Plan no later than the sixtieth (60th) day after distribution was made From the plan: unless otherwise waived by the IRS pursuant to Section 402(c)(3) of the Code. Section 5. Voluntary Participant Contributions The ten percent (10%) limit on Voluntary Participant Contributions under Section 4.05 of the Plan shall be increased to [wvent}r-five percent (25%). MIPP 10/25/00 3 BASIC DOCUMENT • M13P 10/25/00 ICMA RETIREMENT CORPORATION GOVERNMENTAL MONEY PURCHASE PLAN &TRUST I. PURPOSE The Employer hereby adopts This Plan and Trust to provide funds for its Employees retirement, and to provide funds for their Beneficiaries in the event oldearh. The benefits provided in this Plan shall be paid from the'rust. The Plan and die Trust forming a part hereof are adopted and shall be maintained for the exclusive benefit of eligible Employees and their Beneficiaries. Except as provided in Sections 4.10 and 14.03, no part of the corpus or income of the Trust 1.4 shall revert to the Employer or be used for or diverted to purposes other than the exclusive benefit of Participants and their Beneficiaries. II. DEMI-MONS 2.01 Account. A separate record which shall he established and maintained tinder the Trust for each Participant, and which shall include all Participant suhaccounts created pursuant to Article IV, plus my Participant Loan Account created pursuant to Section 13.03. Each subaccounr created pursuant to Article IV shall include any earnings of the Trust and adjustments for withdrawals, and realized and unrealized wins and losses allocable thereto_ The term "Account" may also refer to any of such separate subaccounts. 2.02 Accounting Date. Each day that the'New:York Stock Exchange is open for trading, and such other dates as may be determined b; the Plan Administrator, as provided in Section 6.06 for valuing the Trust's assets. 2.03 Adoption Agreement. The separate agreement executed by the Employer through which the.Employer adopts the Plan and elects among the various alternatives provided thereunder, and which upon execution, becomes an integral parr of the (Ian. 2.04 Beneficiary. The person or persons designated by the Participant who, subject to the requirements of Article X I, shall receive any benefits payable hereunder in the event of the Participant's death. The designation of such i Beneficiary shall be in writing to the Plan Administrator. A Participant may designate primary and contingent BeneFi- ciarics Where no designated Beneficiary survives the Participant, the Participant's Beneficiary shall be his/her surviv- ing spouse or, if none, his/her estate_ 2.05 Break in Service. A Period of Severance of au least twelve (]2) consecutive months. In the case of an individual who is absent from wort: for maternity or paternity reasons, the twelve(12) consecutive month period beginning on the Ei rst ail n iversa ly of the First date of such absence shall not constitute a Break in Serv- ice. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, { } by reason of the birch of a child of the individual, (3) by reason oldie placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birch or placement, 2,06 Code. The Internal Revenue Code of 1986, as amended from time to time. 2.07 Covered Employment Classification. The group or groups of Employees eligible to make and/or have contri- butions to this Plan made on their behalf, as specified by the Employer in the Adoption Agreement. 2.Q8 Disability. A physical or mental impairment which is of such permanence and degree that, as determined by the Employer, a Participant is unable because of such impairment to perform any substantial gainful activity for which he/she is suited by virtue of his/her experience, training, or education and that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months, or can be expected to result in death. 'The permanence • LMPP 10/25/00 5 and d r€c of such impairment shall be supported by medical evidence. If the Employer maintains a long t€rm YY J b' disability plan, the definition of Disability shall be the same as the definition of disability in the long term disability plan. 2,09 Earnings. (a) General Rule_ Earnings, which form the basis For computing Employer Contributions, are all of each Participant's W-2 earnings which are actually paid to the Participant during the Plan Year, plus any contributions made pursuant to a salary reduction agreement which are not includible in the gross income oldie Employee under section 125, 132(F1(4). 402(e)(3), 402(h}(1)(B), 403(b), 414(h)(2), or 457(h) of the Code.. Unless the Employer elects otherwise in the Adoption Agreement, Earnings shall exclude overtime compensation and bonuses, (b) Limitation on Earnings. Notwithstanding the Foregoing, effective as oldie first Plan Year beginning on or after January 1, 1989, and before January 1, 199,1, the annual Earnings of each Participant taken into account for determining all benefits provided under the Plan for any Plan Year shall nor exceed $200,000. This limitation shall be adjusted by the Secreta.ry of the Treasury at the same time and in the same man- ner as under section 415(d) of the Code, except that the dollar increase in effect.on January 1 of any calendar year is effective for years beginning in such calendar year and the first adjustment to the $200,000 limitation is effective on January 1, 1990. For Plan Years beginning on or after January 1, 1994, the annual Earnings preach Participant taken into account for determining all benefits provided under the.Plan For any Plan Year shall not exceed 5150,0005 as adjusted for increases in the cost-of-living in accordance with section 401(a)(17)(B) of the Code_ The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning in such calendar year If a. determination period consists of fewer than twelve (12) months, the annual Earnings limit is an amount equal to the otherwise applicable annual Earnings limit multiplied by a fraction, the numerator of which is the number of months in the short determination period, and the denominator of which is twelve (12). If Earnings for any prior determination period are taken into account i„ determining a Participant's allocations For the current Plan Year, che Earnings for such prior determinarion period are subject to the applicable annual Earnings limit in effect for that prior year_ For this purpose, for years beginning on or after January 1, 1989, the applicable annual Earnings limit is $200,000. In addition, in determining allocations in Plan Years beginning on or after January 1, 1994, the annual Earnings limit i n effect for determination periods beginning before that date is $150,000_ (c) Limitations for Governmental Plans. 1n the case of an eligible participant in a governmental plan (within the meaning of section 414(d) of the Code): the dollar limitation shall not apply co che extent the Earn- ings which are allowed to be taken into account under the Plan would be reduced below the amount which was allowed to be taken into account under the Plan as in effect on July 1, 1993. For purposes of this Section, an eligible participant is an individual who first became a Participant in the Plan during a Plan Year beginning before the first. Plan Year beginning after December 3l, 1993. 2„10 Effective Date, The first day of the Plan Year during which the Employer adopts the Plan, unless the Employer elects in the Adoption Agreement an alternate dare as the Effective Date of the Plan. 2.11 Employee. Any individual who has applied for and been hired in an employment position and who is em- ployed by che Employer as a common law employee; provided, however, that Employee shall not include any indi- vidual who is not so recorded on the payroll records of the Employer, including any such person who is subsequently IviPP 10125/..00 6 reclassified by a court of law or regulatory body as a common law employee of the Employer_ For purposes of clariAica- tion only and not to imply rhar the preceding sentence would otherwise cover such person, die term Employee does not include any individual who performs services for the Employer as an independent contractor, or under any other nonemploycc classification. 2.12 Employer. The unit ofstatc or local government or an agency or instrumentality of one (1) or more stares or local governments that executes the Adoption Agreement. 2.13 Hour of Service. Each hour for which an Employee is paid or entitled ro payment for the performance of duties for the Employer. 2.14 Nonforfeitable Interest. The interest of the Pa rcicipant or his/her Beneficiary (whichever is applicable) in that perccnrage of his/her Employer Contribution Account balance which has vested pursuant to Article Vii, A Participant shall, at all times, have a one hundred percent (100%) Nonforfeitable Interest in his/her Participant Contribution, Portable Benefits, and Voluntary Contribution Accounts, 2.15 Normal Retirement Age. The age which the Employer specifics in the Adoption Agreement, If the Employer enforces a mandatory retirement age, the Normal Retiremcnr Age is the lesser of that mandatory age or the age speci- fied in the Adoption Agreement. 2-115 Participant. An Employee or former Employee for whom contributions have been made under the Plan and who has not yet received all of the payments of benefits to which he/she is entitled under the Plan. A Participant is treated as benefiting under the Plan for any Play Year during which the Parricipant received or is deemed to receive an allocation in accordance with Treas. Reg. section 1,410(b)-(3)(a). 2.1.7 Period of Service. For purposes of determining an Employee's initial or continued eligibility to participate in the Plan or the Nonforfeitable interest in the Participant's Account balance derived from Employer Contributions, an Employee will receive credit for the aggregate of all time period{s} commencing wi ch the Employee's first day of employment or reemployment and ending on the dare a Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receivc.credir For any Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will he expressed in terms of days- Norwichsraitding anything ro the contrary herein, if the Plan is an amendment and restatement of a plan that previ- ously calculated service hinder the hours of service method, service shall be credited in a manner that is at least as generous as that provided under Tres_ Regs. section 1A 10(a)-7(g). 2.18 Period ofSeverance. A continuous period of time during which the Employee is nor employed by the Fm- ployer, Such period begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of che d ie on hi h 1 Employee was otherwise first absent from service_ 2.19 Plan, This Plan, as established by the Employer, including any elected provisions pursuant to the Adoption Agreement. 2.20 Plan Administrator. The IMA Retirement Corporation or any successor Plan Administrator. 2.21 Plan Year. The twelve (12) consecutive month period designated by the Employer in the Adoption Agreement. 2.22 Trust. The Trust created under1rCicle VI of the Plan which shall consist of all of die aaacrs of the Plan derived from Employer and Participant contributions under the Plan, plus any income and gains thereon, less any losses, expenses and distributions co Participants and Beneficiaries. MPT 10/25100 7 III. ELIGIBILITY 3.01 Service. Except as provided in Sections 3.02 and 3.03 of the Plan, an Employee within the Covered Employ- ment Classification who has completed a twelve (12) month Period of Service shall be eligible to participatc in the • Plan at the beginning of the payroll period next commencing thereafter, The.Employer may elect in che Adoption Agreement co waive or reduce the twelve (12) month Period of Service. If the Employer maintains the plan of a predecessor employer, service with such employer shall be treated a Service for the Employer. 3.02 Age. The Employer may designate a minimum age requirements not to exceed age twenty-one (21), for partici- pation.potion, such age, if any, shall be declared in the.4dop t o Agreement. 3.03 Return to Covered Employment Classification. In the event a Participant is no longer a member of Covered Employment Classification and becomes ineligible co make contribuciorts and/or have contributions made on his/her behalf, such Employee will become eligible For contributions immediately upon returning to a Covered Employment Classification. Jf such Participant incurs a Break in Service, eligibility will he determined under the Break in Service rules of the Plan. Ire che event an Employee who is not a member of a Covered Employment Classification becomes a member: such Employee will be eligible to participate immediately ifsuch Employee has satisfied the minimum age and service requirements and would have otherwise previously become a Participant. 3.04 Service Before a Break in Service. All Periods of Service with the Employer are counted toward eligibility, including Periods of Service before a Break in Service. CONTRIBUTIONS 4.01 Employer Contributions. For each Plan Year, the Employer will contribute co the Trust an amount as specified in the Adoption Agreement- The Employer's full contribution for any Plan Year shall be due and paid not later than thirty (30) working days after the close of the Plan Year, Each Participant will share in Employer Contributions for the period.begi n ning on the dace the Participant commences participation under the Plan and ending on the date on which such Employee severs employment with the Employer or is no longer a member of a Covered Employment Classification, and such contributions shall be accounted for separately in his/her Employer Contribution Account. Notwithstanding anything to the contrary herein, if so elected by the Employer in the Adoption Agreement, an Employee shall he required co make contributions as provided pursuant co Section 4.03 or 4-04 in order co he eligible for Employer Contributions to be made on his/her behalf to the Plan. 4.02 Forfeitures. All amounts forfeited by terminated Participants, pursuant to Section 7.065 shall be allocated to a suspense account and used to reduce dollar for dollar Employer Contributions otherwise required under the Plan for the current Plan Year and succeeding Plan Years, if necea .kry. Forfeitures may first be Lised to pay the reasonable administrative expenses of the Plan, with any remainder being applied co reduce Employer Contributions. 4.03 Mandatory Participant Contributions. if the Employer so elects in the Adoption Agreements each eligible Employee shall make contributions at a prescribed rate as a requirement. for his/her participation in the Plan. Once such an eligible Employee becomes a Participant hereunder, he/she shall not thereafter have the right to discontinue or vary the rate of such Mandatory Participant Contributions- Such contributions shall be accounted for separately in the Participant Contribution Account, Such Account shall beat all times nonforfcitable by the Participant. If the Employer so elects in the Adoption Agreement, the Mandatory Participant Contributions shall be "picked- up" by the Employer in accordance with Code section 414(h)(2). Any concribucion picked-up under this Section shall be PP ]0/25/00 treated as an employer contribution in determining the tax c.reacment under the Code, and shall not be included as gross income of the Participant until it is distributed. 4.04 Matched Participant Contributions, If the Employer so elects in the Adoption Agreement, Employer Con cri- budons shall be made on behalf of an eligible Employee for a Plan Year only if the.Employee agrees to make Matched Participant Contributions for that Plan Year. The rate of Employer Contributions shall, to the extent specified in the Adoption Agreement, be based upon the rare at which Matched Participant Contributions are made for chat Plan Year. Matched Participant Contributions shall be accounted for separately in the Participant Contribution Account. Such Account shall he at all times nonforfcitablc by the Participant. 4.05 Voluntary Participant Contributions- Tithe Employer so elects in the Adoption Agreement, an eligible .Employee may make voluntary (unmatched) contributions under the Plan for any Plan Year in any amount up to ten percent (10%) of his/her Earnings for such Plan Year Such contributions shall be accounted for separately in the Participant's Voluntary Contribution Account. Such Account shall be at all rimes nonforfeirable by the Participant. 4.06 Deductible Employee Contributions. The Plan will not accept deductible employee contributions which are II made fora taxable year beginning after December 31, 19815. Contributions made prior to that date will be main- tained in a Deductible Employee Contribution Account. The Account will share in the gains and losses under the Plan in the same manner as described in Section 6.06 of the Plan. Such Account shall be at all times nonf+orfeitable by the Participant 4.07 Military Service Contributions. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with secrionn 414(u) of the Code, If the Employer has elected in the Adoption Agreement to make loans available to Participants, loan repayments will be suspended under the Plan as permitted under section 414(u)(4) of the Code. 4.08 Changes in Participant Election, A Participant may elect co change his/her rate of Matched Participant Contributions or Voluntary Participant Contributions at anytime or during an election period as designated by the Employer- A Participant may discontinue such contributions at any time or during an election period as designated by the Employer. 4.09 Portability of Benefits. (a) An Employee within the Covered Employment Classification, whether or not he/she has satisfied the minimum age and service requirements of Article ITT, may transfer or roll over his/her interest in a plan qualified under section 401(a) or 403(a) of the Code to this Plan, provided: CO The distribution is on accoun c of termination or discontinuance of the plan or the distribution becomes payable on account of the Employee's separation from service, death', disability or after the Employee attains age fifty-nine and one-half(59-1/2); and the Form and nature of the distri- bution from the other plan satisfies the applicable requirements under the Code to make the transfer or rollover a nontaxable transaction co the Employee; (2) The amount distributed from the plan is transferred co this Plan no lacer than the sixcieth (60th) day after distribution was made from the plan; and (3) in the case of a rollover, the amount transferred to this Plan does not exceed the amount of the distribution reduced by the Employee contributions (if any) to the plan (other than accumulated deductible voluntary contributions). t 1PP 10/25/00 9 Such transfer or rollover may also be through an Individual Retirement Plan qualified under section 408 of the Code where the Individual Retirement Plan was used as a conduit From the prior plan and the transfer is made in accordance with the rules provided at (1) through (3) of this paragraph and the transfer does not include any personal.contribu- tions or earnings thereon the Participant may have made to the individual Retirement Plan. The a,nou nt transferred shall he deposited in the Trust and shall be credited to a Portable Benefit.,Account. Such Account 'Shall be one hundred percent (100%)vesrcd in the Employee. The Plan will accept accumulated Deductible Employee Contributions as defined in section 72(o)(5) of the Code that were distributed from a qualified retirement plan and transferred (rolled over) pursuant to section 402(a)(5), 402(a)(7), 4 3(a)(4), or 408(d)(3) of the Code_ Notwithstanding the above, this transferred (rolled over) amount shall he deposited to the Trust and shall be credited to a Deductible Employee Contribution Account_ Such Account shall be one hundred percent (100%) vested in the Employee. (b) An Employee within the Covered Employment Classification, whether or non hefshe has sarisFed the minimum age and service requirement of Article IRi, may, upon approval by the Employer and the Plan Administrator, transfer hislher interest in another plan maintained by the Employer that is qualified under section 401(a) of the Code co this Plan, provided the transfer is effected through a one-time irrevocable written election made by die Participant. The amount transferred shall be deposited in the Trust and shall be credited no sources that maintain the same attributes as the plan from which they are transferred. Such transfer shall not reduce the accrued years or service credited to the Participant for purposes of vesting or eligibility For any Plan benefits or features. 4.10 Return of Employer Contributions. Any contribution made by the Employer because oFa mistake of Fact must be returned to the Employer within one year of the dare of contribution_ LIMITATION ON ALLOCATIONS ,0! Participants Only its This Plan. (a) If the Participant does not participate in and has never participated in another qualified plan or a welfare benefit fund, as defined in section 419(e) of the Code, maintained by the Employer, or an individual medical account, as defined by section 415(1)(2) of the Code, maintained by the'Employer, ..rhich pro- vides an Annual Addition, the amount of Annual Additions which may be credited to the Participant's Account for any Limitation Year will not exceed che lesser of the Maximum Permissible Amount or any other limitation contained in this Plan. if the Employer Contribution that would otherwise he contrib- uted or allocated to the Participant's Account would cause the Annual Additions for the Limitation Year to exceed the Maximum PermissibleA.mount, the amount contributed or allocated will be reduced so chat the Annual Additions for the Limitation Year will equal the Maxi mum Permissible Amount, (b) Prior to determining the Participant's actual Compensation for the Limitation Year the Employer may determine the Maximum Permissible Amount for a Participant on the basis of a reasonable estimation of the Participant's Compensation for the Limitation Year, uniformly determined for all Participants simi- larly situated. • (c) As soon as is administratively feasible after the end of the Limitation Year, the 141aximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensation for the Limitation Year. (d) Jr, pursuant no Subsection (c) or as a result of the allocation of forfeirures, there is an Excess Amount, the excess will be disposed of as follows; WIPP .0/25/00 10 (1) Any Voluntary Participant Contributions, to the extent they would reduce the Excess Amount, will be returned co the Participant; • (2) Wafter the ;application of paragraph (1) an Excess Amount still exists, and the Participant is covered by the Plan at the end of The Limitation Year, the Excess Amount in the Participant's Account will be used to reduce Ewploycr CO ntributions (including any allocation of forfeitures) for such Participant in the ncxt Limitation Year, and each succeeding Limitation Year if necessary; (3) If after the application of paragraph (1) an Excess Amount still exists, and the Participant is not covered by the Plan at the end of the Limitation Year, the Excess Amount will be held unallocated in a suspense account- The suspcnsc account will be applied ro reduce future Employer Contri- butions (including allocation of any forfeitures) for all remaining Participants in the next Limita- Elan Year and each succeeding Limitation Year if necessary; (Al) • ifa suspense account is in existence at any rime during a particular Limitation Year: all amounts in the suspense account must be allocated and reallocated to Participants' accounts before any Employer or any Employee contributions may be made to the Plan for that I,.im itation Year. Excess Amounts in a suspense account may not be distributed to Participants or former Partici- panrs- 5.02 Participants in Another Defined Contribution Plan. ll (a) Unless the Employer provides other limitations in the Adoption Agreement, this Section applies if, in addition to this Plan, the Participant is covered under another qualified defined contribution plan mai n- tained by the.Employer, or a welfare benefit fund, as defined in section 41.9(e) of the Code, maintained by the Employer, or a n individual medical account, as defined by section 415(l)(2) of the Code., maintained by the Employer, which provides an Annual Addition, during any Limitation Year. The Annual Additions which may be credited co a Participant's Account under this Plan for any such Limita- tion Year will not exceed the Maximum Permissible Amount reduced by the Annual Additions credited co a Participant's Account under the other plans and welfare benefit funds for the same Limitation Ycar- JF die Annual Additions with respect to the Participant under other defined contribution plans and welfare benefit funds maintained by the Employer are less than the lvlaxi MUM Permissible Amount and the Employer contribution that would otherwise he contributed or allocated co the Participant's Account under this Plan would cause the Annual Additions for the Limiration Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal die Maximum Permissible Amount. if the Annual Additions with respect to the Participant under such other defined contribution plans and welfare benefit funds in the aggregate arc equal ro or greater than the Maximum Permissible Amount, no amount will be contrib- uted or allocated ro the Participant's Account under this Plan for the Limitation Year. (b) Prior to determining the Participant's actual Compensation for the Limitation Year, the Employer may determine die Maximum Permissible Amount for a Participant in the manner described in Section 5.01(b). (c) As soon as is administratively feasible after the end of the Limitation Year, the Maximum Permissible Amount for the Limitation Year will be determined on the basis of the Participant's actual Compensation for the Limitation Year. • (d) if, pursuant to Subsection (c) or as a result of the allocation of forfeitures, a Participant's Annual Addi- cions under this Plan and such ocher plans would result in an E.xccss Amount fora Limitation Year, the Excess Amount will be deemed to consist of the Animal Additions lase allocated, cxcepc that Annual Additions attriburable to a welfare benefit fund or individual medical account will be deemed to have MPP 10J25J0f1 11 been allocated First regardless of the actual allocation date. (e) If an .Excess Amount was allocated to a Participant on an allocation date of this Plan which coincides with an allocation dace of another plan, the Excess Amount attributed to This Plan will be the product of, (1) The total Excess Amount allocated as oFsuch date, multiplied by (2) The ratio of(I) the Annual Additions allocated co the Participant For the Limitation Year as of such dace under this Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year as of such date lender this and all the other qualified defined contribution plans- (f) Any Excess Amount attributed to this Plan will be disposed in the manner described in Section 5-01(d). 5.03 Definitions, For the purposes of this Article, the following definit.ions shall apply; (a) Annual Add tiOM! The sum of the following antounts credited to a Participant's account for the Limita- tion Year: (1) Employer Contributions; (2) Forfeitures; (3) Employee contributions; and (4) Allocations under a simplified employee pension. Amounts allocated, after March 31, 1984, to an individual medical accounc, as defined in section 415(1)(2) of the Gods, which is part of a pension or annuity plan maintained by the Employer, are treated as Annual Additions to a defined contribution plan. - For this purpose, any Excess Amount applied under Sections 5.01(d) or 5-0 (f) in the Limitation Year co reduce Employer Contributions will be considered Annual Additions for such Limitation Year. (b) C'o penmalion_ A Participant's wages, salaries, and Fees for professional services and other arriou nts re- ceived (without regard TO whether an amount is paid in cash) For personal services actually rendered in the course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited co, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccounrable plan (as described in Treas. Reg. section 1.62-2(c))), excluding the following; (1) Employer Contributions to a plan of deferred compensation which are not includible in the Employee's gross income for the taxable year in which contributed, or Employer Contributions under a.simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation; and (2) Other amounts which received special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in section 403(b) of the Code (whether or not the amounts are actually excludable from the gross income of the.Employee)- (3) Norwithstanding the above, for Limitation Years beginning after December 31, 1997, Compen- sation shall include= tviPP 10/25/00 12 (a) any elective deferrals (as defined in section 402(0(3) of the Code), and • (b) any amount which is contributed or deferred by the Employer at the election of the Employee and which k nor includible in the gross income of the Employee by reason of sections 125 or 457 of the Code, (4) Notwithstanding the above, for i m itarion Years beginning on and after January 1, 2001, for purposes of applying the limitations described in this Article V of the Pion, Compensation paid or made • ailable during such Limitation Years shall include elective amouncs that are not includible in the gross income of the Employee by reason of section 132(f)(4) oldie Code. For purposes ofapplving the limitations of this Article, Compensation for a Limitation Year is the Compensa- tion acwally paid or made available during such year. (c) Defined(;antrihtetion.DoiriarLimitation; $30,000. (d) Employer The Employer Char adoprs this )Han. • (e) Least Arnount.: The excess of the ParrEclparic's Annual Additions for the Limirauon Year over die Maxi- [-Waal Permissible Amount_ An ExcessAmount shall include allocable income. The income allocable to an Excess Amount is equal ro the sum of the allocable gain or loss for the Plan Year and the allocable gain or loss for the period between the end of the Plan Year and die dace of distributions (the gap period). The Plan may use any reasonable method for computing the income allocable to art Excess Amount, provided that the method is used consisrendy for all Parricipanrs and for all corrective disrriburions under the Plan For the Plan Year, and k used by the Plan for allocating income to Participant' Aceounrs, HifobESt Auera e C'rr7rpensilta'arz; The average Compensation for the three (3) consecutive years of service with the Employer chat produce the highest average_ A year ofservice u'irh the Employer is the rwelvc (12) consecutive munch period defined as the Limitation Year in she Adoption Agreement_ (g) Lirriitruiou Year A calendar year, or the twelve (1 2) consecutive Erlontll period clecrcd by the Employer in the Adoption Agreement.. All qualified plans maintained by the Employer must use the same Limitation Year. If the Limitarion Year k amended to a different twelve (1 2) consecutive month period, the new Limitation Year must begin on a dace within the Limiration Year in which the amendment is made_ (h) Arced nau.m Permissible Amount- The ma .rnum ALIEILLaI Addition that may be concribured or allocated to a • Participant's Accon nt kinder die Plan For any Limitation Year shall not exceed the lesser of; (1) The Defined Conrribution. Dollar Limitation, or (2) Twenty-five percent (25%) ofs.he Participant's Compens aLion for the Limitation Year If a shore Limirarion Year is created because of an amendment changing the Limitation Year to a different nwelve (12) consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction: [Number of months iloL the shvxr Limitation Year L2 (i) Projected Annual 1 enefiit, The annual retirement benefit (adjusted co an actuarially cquivalenr straight MN' 10125100 ]3 life orinui y if such benefit is expressed in a form other than a straight life annuity or qualified joint and survivor annuity") ro which the Participant would be entitled under the terms of the plan assuming; (1) The l'arricipant will continue employment until Normal Retirement Age tinder rhc plan (or current age, if later), and (2) The Participant's Compensation for the current Limitation Year and all ocher relevant factors used to determine benefits under ncc plan will remain constant for all future Limitation Years. VI. TRUST AND INVESTMENT OF ACCOUNTS 6,01 'Trust. A Trust is hereby created to hold all of the assets of the Plan 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 which agrees to act in that capacity hereunder. 6.02 Investment Powers. The trustee or the Plan 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 assers is controlled by Participants, pursuant to Section l3_03. (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, loam, 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 ac reasonable rates of interest at banking institutions including but not limited to savings ac- counts 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 [rust fund that is maintained by a bank or other institution and that is available to Employee plans qualified under section 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 Plan, the declaration of trust ofsuch common, collective, or commingled trust fund shall constitute a part of this Plan. (c) To invest and reinvest all or any parr of the;assets of the Trust in any group annuity, deposit administra- tion or guaranteed interest contract issued by an insurance company or other financial institu❑on on a commingled or collective basis with the assets of any other plan or trust qualified under suction 40](a) of the Code or any other plan described in secrion 401(a)(24) of the Code, and such contract may be held or issued in the name of the Plan Administrator, or such custodian as the Plan Administrator may appoint, as agent and nominee for the Employer. During the period chat an investment through any such contract shall exist, to the extent of participation of the Plan, the terms and conditions of such contract shall constitute a part of the Plan. (d) To hold cash awaiting investment and to keep such portion of the Trust in cash or cash balances, without liability for interest, in such amounts as may from time to time be deemed to be reasonable and necessary to meet obligations under the Plan or otherwise ro be in the best interests of the Plan. (e) To hold, to authorize the holding of, and to register any investment to the VMS( in the name of the Plan, the Employer, or any nominee or agent of any of the foregoing, including the Plan Administrator, or in bearer form, to deposit or arrange for the deposit ofsecurirics in a qualified central depository even T iPP 10/25/00 14 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 co organize corpora- dons or trusts under the laws of any jurisdiction for the purpose oEacquiring or holding title to any property for the Trust, all with or wichour che addition of words or other action co indicate that property is held in a fiduciary or represencacive cap;rcicy but the books and records of the flan shall at all rimes show chac all such investments are part of the Trust. (f) Upon such terms as may he deemed advisable by the Employer or the Plan Administrator, as the case may be, For the protection of the inreresrs of che Plan or for the preservarion of the value of an invesrmenr, to A 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 co the Plan, to renew, extend the rime for paymcnr of, agree to a reduction in the rate of inr€rest, on, or agree to any other modification or ir change in the Terms of any obligation owing to the Plan, co settle, compromise, adjusr, or submit co arbitration any claim or right in favor of or Aga insc the Plan, 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, co commence or defend suits or other legal proceedings whenever any i merest of the Plan requires it, and co represent the Plan in all suits or legal proceedings in any court of law or equity or before any body or cribuna.l, (g) To employ suitable consulranrs, deposicories, agents, and legal counsel on behalf of the Plan. (h) To open and maintain any bank account or accounts in che name of the Plan, the Employer, or any nominee or agent of the foregoing, including the Plan Administraror, in any bank or batiks. (i) To do any and all other aces that may be deemed necessary co carry out any of the powers set forth herein_ 6.03 Taxes and Expenses. All caxes oFany and all kinds whatsoever chac may be levied or assessed under existing or Future laws upon, or in respect co the rL'rust., or the income thereof, and all commissions or acquisirions or dispositions of securities and similar expenses of investment and reinvescmenc of the Trust, shall he paid from the Trust. Such reasonable compensation of the Plan. d m i niscracor, as may be agreed upon from rime to dine by the Employer and the Plan Administrator, and reimbursement for reasonable expenses incurred by the Plan Adminisc.racor in perform- ance of its duties hereunder(including but not limited co fees for legal, accounting, investment and cuscodial services) shall also be paid from the"!rust. However, no person who is a fiduciary within che meaning of section 3(2])(A) of ERJSA and regulations promulgated thereunder, and who receives full-time pay from the Employer may receive compensacion from the Trust, except for expenses properly and actually incurred_ 6.04 Payment of Benefits- The payment of benefits from the Ti'usr in accordance with the terms of the Plan may be made by the Plan Administrator, or by any custodian or other person so authorized by the Employer to make such disbursement, benefits under this Plan shall be paid only if the Plan Administrator, custodian or other person decides II in hislher discretion than the applicant is entitled to them_ The Plan Administrator, custodian or other person shall noc be Liable with respect co any distribution OFTrust assets made at the direction of the Employer. k 6.05 Investment Funds. In accordance with uniform and nondiscriminatory rules escablished by the Employer and the Plan Administrator, the Participant may direct his/her Accounts to he invested in one (I) or more investment funds available under the Plan; provided, however, that the Parricipanc's investment directions shall nor violate any investment restrictions escablished by the Employer and shall noc include any investment in colleccibles, as defined in 'l section 408(m) oF the Code. 6.116 Valuation of Accounts. As of each Accouncing Dare, the Plan assets held in each investment fund offered shall be valued at fair marker value and the investment income and gains or losses for each fund shall he decermi ned, Such investment income and gains or losses shall he allocared proporcionately among all Account balances on a fund- by-fund basis_ The allocation shall be in the proportion chat each such Account balance as of the immediately preced- ing Accounting Date bears to the total of all such Account balances as of that.Accounting Date. For purposes of this MP1? 10125100 15 - -- Article, alt Account balances include the Accounrbalans of all Participants and Beneficiaries. 6.07 Participant Loan Accounts. Participant Loaii Accounts shall be invested in accordance with Section 13.03 of the Plan. Such Accounts shall not share in any investment income and gains or losses of the investment funds described in Section 6,05. VII. VESTING 7,0] Vesting Schedule. The portion of a Participants Account attributable to Ivlandaroiy Participant Contribu- tions, Marched Participant Concributions, or Voluntary Participant Contributions, and the carvings thereon, shall be at all ti mcs nonforfeitablc by the Participant. A Participant shall have a Nonforfeicable Interest in the percentage of hisfher Employer Contribution Account established under Section 4.01 determined pursuant to the schedule elected by she Employer in the Adoption Agreement. 7.02 Crediting Periods of Service, Except as provided in Section 7,03, all of an Employee's Periods of Service with the Employer are counted to determine the nonforfeitahle percentage in the Employee's Account balance derived from Employer Contributions, Tithe Employer maintains the plan of a predecessor employer, service with such employer will be (reared as service for the Employer. For purposes of determining years ofsenrice and Breaks in service for purposes ofcomputing a Participant's nonforfeirable right to the Account balance derived from .Employer Contributions, the twelve (12) consecutive month period will commence on the date the Employee first performs an hour of service and each subsequent twelve (12) consecutive month period will commence on the anniversary ofsuch date. 7,03 Service After Break in Service. In the case of a Participant who has a Break in Service of at least five (5) years, all Periods of Service afrcr such Breaks in Service will be disregarded for nce purpose of determining the nonforfeitable percentage of the Employer-derived Account balance that accrued before such Break, but both pre-Break and post- Break service will count for the purposes of vesting rhe Employer-derived Account balance that accrues.after such Break. Both Accounts will share in the earnings and losses of the fund. In the case of a Participant who does not have a Break in Service of at least five (5) years, both the pre-Break and pose- Break service will count in vesring both the pre-Break and post-Break Employer-derived Account balance. In the case do Participant who does not have any nonforfeitahle right to the Account balance derived from Fniployer Contributions, years of service before a period of consecutive one 01) year Breaks in Service will not he taken into account in computing eligibility service if the number of consecutive one (1) year Breaks in Service in such period equals or exceeds the greater of five (5) or the aggregate number of years of service. Such aggregate number of years of service will not include any years of service disregarded under the preceding sentence by reason of prior Breaks in Service. If a Participant's years of service are disregarded pursuant to the preceding paragraph, such Participant will be treated as a new Employee For eligibility purposes. If a Participant's years of service may not be disregarded pursuant ro the preceding paragraph, such Participant shall continue to participate in the Plan, or, if terminated, shall participate immediately upon reemployment. 7.04 Vesting Upon Normal Retirement Age. Notwithstanding Section 7.01 oldie Plan, a Participant shall have a Nonfotfcitahlc Interest in his/her entire Employer Contribution Account, to the extent that the balance of such Account has nor previously been forfeited pursuant to Section 7.06 of the Plan, if helshe is employed on or afrcr his/ her Normal Retirement Age. MPP 10/25100 ]b 7.05 Vesting Upon Death or Disability. Notwithstanding Section 7.01 of the Plan, in the event of Disability or death, a Participant or Iiislher Beneficiary shall have a 1"ionforfeirable interest in his/her entire Employer Contribution Account, to the extent chat the balance of such Account has not previously been forfeited pursuant to Section 7.06 of the Plan. 7.06 Forfeitures. Except as provided in Sections 7,04 and 7,05 of the Plan or 2s otherwise provided in this Section 7.06, a Participant who separates from service prior to obtaining full vesting shall forfeit chat percentage of his/her Employer Contribution Account balance which has nor vested as of the dace such Participant incurs a Break in Service of Five (5) Consecutive years or, if earlier, die dace such Participant receives, or is deemed under the provisions of Section 9,04 to have received, distribution of the entire NonForFcirable Interest in his/her Employer Contribution Account, If a Parricipanr receives a volunraiy distribution of less than the entire vested portion of his/her Employer Contribution Account, the parr of the nonvesced portion that will he treated as a Forfeiture is the coral nonvesced portion multiplied by a fraction, the nuineraror of which is the amounr of the distribution attributable to Employer Contributions and the denominator of which is the total value of chic vested Employer Contribution Account. No Forfeiture will occur solely as a result of a Parricipant's withdrawal of Employee Contributions, Forfeitures shall be allocated in the manner described in Section 4.02- 107 Reinstatement of Forfeitures. If the Participant returns to the employment of the Employer before incurring a Break in Service of five (5) consecutive years, any amounts forfeited pursuant to Section 7-06 shall be reinstated co the Participant's Employer Contribution Account on the date of repayment by the Parcicipan c of the amount distributed to such Participant from his/her Employer Contribution Account; provided, however, that if such Participant forfeited his/her Account balance by reason of a deemed distribution, pursuant to Section 9.04, such amounts shall he auto- marical ly restored upon the reemploymenr of such Participant. Such repayment must be made before the earlier of five (5) years after the first.daze on which the Participant is subsequently reemployed by the Employer, or the dace the Participant incurs a Break in Service off ve (5) consecutive years. VIII. BENEFITS CLAIM 8.01 Claim of Benefits. A Participant, _Employee or Beneficiary shall notify me Plan Administrator in writing of a claim of benefits tinder the Plan. The Plan Administrator shall take such steps as may be necessary co facilitate chic payment of such benefits to the Participant, Employee or Beneficiary, 8.02 Appeal Procedure. If any claim for benefits is denied by the Plan Administrator, the Plan Administrator shall notify the claimant in writing of such denial, setting Forth the specific reasons and citing reference co specific provi- sions of the Plan upon which the denial is based. An appeal period of sixty (60) days after receipt of the notification of denial shall be granted, and said notification shall advise the claimant of the appeal procedure- The claimant shall file the appeal wic.h the Plan Administrator, whose decision shall be final, to the extent provided by Section 15.07. ]7 . OMMEN ANT OF BENEFITS 9.01 Normal and Elective Commencement of Benefits. A Participant who retires, becomes Disabled or separates from service for any ocher reason may elect by written notice to the Plan Administrator to have the distribution of benefits commence on any date, provided that such distribution complies with Sectk ns 9.02 and 9.07. Such election must be made in writing during the ninety (90) day period ending on the date as of which benefit payments are rip commence. A Participant's election shall be revocable and may be amended by the Participant. VMPP lOf75/01J .17 The failure of a Participant and the.Participant's Spouse to consent to a distribution while a benefit is immediately distributable, within the meaning of section 9,02 of the.Plan, shall be deemed to be an election to defer commence- ment of payment of any benefit_ 9.02 Restrictions on immediate Distributions. Norwithstanding anything co the contrary in Section 9,01 of the Plan, if die value of a Participant's vested Account balance exceeds the dollar limit under section 411(A)(1 1)(A) of the Code, and the Account balance is immediately distributable, the Participant and the Participant's Spouse (or where either has died, the survivor) must consent co any distribution of such Account balance. The consent of the Partici- pant and the Participants Spouse shall be obtained in writing during the nincry (90) day period ending on the dare as of which benefit payments are to commence. The Plan Administrator shall notify the Participant and the Participant's Spouse of the right to defer any distribution until the Participant's Account balance is no hunger immediately distributable. Such norificarion shall include a general description of the material features, and an explanation of the relative values of the optional forms of benefit available under the Plan in a manner that would satisfy section 41 7(a)(3) of the Code, and shall be provided no Less than thirty (30) and no more than ninety (90) days before the date as of which benefit payments are to commence. However, distribution may commence less than thirty (30) days after the notice described in the preceding sentence is given, provided (i) the distribution is one to which sections 401(a)(] ]) and 417 of the Code do not apply or, if sec- cions 401(a)(1]) and 417 of the Code do apply, the waiver requirements of Section 12.04(a) are net; (ii) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30) days after receiving the novice co consider the decision of whether or not to elect a distribution (and, if applicable, a particu- lar distribution option); and (iii) the Participant, after receiving the notice, affirmatively elects a distribution, Notwithstanding the foregoing, only the Participant need consent ro the commencement of a distribution in the form oldie Qualified Joint and Survivor Annuity while the Account balance is immediately distributable, (Furthermore, if payment in the form oF`a Qualified Joint and Survivor Annuity is not required with respect to the Participant pursuant to section 12.02 of the Plan, only the Participant need consent to the distribution of an Account balance that is immediately distributable,) Neither the consent of the Participant nor the Participants Spouse shall be required for any form of distribution to the extent that a distribution is required to satisfy section 401.(a)(9) or 415 of the Code. In addition, Upon termination of this Plan if the Plan does not offer an annuity option (purchased from a commercial provider) and if the Employer does not maintain another defined contribution plan, the Participant's Account balance will, without the Part.icipanr's consent, be distributed co the Participant. An Account balance is immediately distributable if any part of the Accow3r balance could be distributed to the Partici- pant (or Surviving Spouse) before the Participant attains or would have attained (if not deceased) the later of Normal Retirement Age or age sixty-two (62). For purposes of determining the applicability of the foregoing consent requirements to distributions made before the first day of the first plan year beginning after December 31, 19811, the Participant's vested Account balance shall not include amounts attributable to accumulated deductible employee contributions within the meaning of section 72(0}(5)(B) of the Code. 9.03 Transfer to Another Plan. (a) if a Participant becomes eligible to participate in another plan maintained by the Employer that is quali- fied under section 401(a) of the Code, the Plan Administrator shall, at the written election olsuch Participant, transfer all or part of such Participant's Account to such plan, provided the plan administra- tor for such plan certifies to the Plan Administrator chat its plan provides for the acceptance of such a transfer. For purposes of this Plan, any such transfer shall not be considered a distribution to the Partici- pant subject to spousal consent as described in Section. 9.02 and Article XII MPP 10f2710i 18 (b) I otwithsranding any provision of the Plan to the contrary that would otherwise Limit a Distributee's election under this Section, a Diktriburec may cIcct, at the time and in the manner prescribed by she Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Rerireii enr Plan specified by the Disrriburee in a Direct Rollover_ For purposes of this Plan, any such Eligible Rollover Distribution shall be considered a distribution ro the Participant.subject ro spousal consent as described in Section 9.02 and Article (c) Definitions, For the purposes ofSubseccion (b), the following definitions shall apply= (l) Eligible Rollover Di tribution. Any distribution of all or any portion oldie balance co rhe 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 (nor ]CSS frequently than annuaEEy) made for the Life or Life expectancy of the Distributer or the joint lives or}oint life expectancies of the Discriburee and the Disreibucee's designated beneficiary, or For a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that k not includible in gross income; and any other distribution(s) char is reasonably expected to coral less than $200 during a year. (2) Eligible Refireirlera 1'lrrm, An individual reeiremenc account described in section 4080) of the Code, an individual recire.ment aunuiry described in section 408(b) of the Code (collectively, an "]RA"), an annuity plan described in section 403(2) of the Code, or a rlualificd trust described in section 401(a) of the Code, char accepts the Disrriburee's Eligible Rollover Distribution, How- ever, in the case of an Eligible Rollover Distribution to the Surviving Spouse, an Eligible Retire- ment Plan is an ILA_ (3) Distributer!, participant; in addition, the Participanc's surviving spouse and the Parricipane's spouse who is the nlrernace payee under a qualified domestic relarkons order, as defined in section 41.4(p) of the Code, are Diseriburees with regard ro the inceresr of the spouse or former spouse. (4) Direct A payment by the Plan to the.Eligible Retirement Plan specified by the Discriburee. 9.04 Dc Minimis Accounts. .NocwithstaEIding the Foregoing provisions of this Article, if a Participant terminates service, and the value of his/her Nonforfcicablc inreresr in his{her Account is not greater char The dollar limi c under section 41 l(a)(1 1)(A) nfnce Code, the Participant's benefit shall be paid (to the extent is cansricures an Eligible Rollover Discribunon) in rEhe Form of a direcc rollover ro the Plan Administrator's designated IRA, unless he/she affirmatively elects to receive a cash payment or a Direct Rollover in accordance with procedures csrablishc by the Plan Administrator. For purposes or(his Secrion, if a Parcicipanr's Nonfor1eirableInceresr in his/her ACcOLInt is zero, the Participanc shall be deemed ro have received a d isreibucion of such Nonforfeicable 1neere.sc in his/her Account. A Participant's NonForFeitable 1EYteresr iii hisllier Account shall not include accumulated Deductible Employee Contri- butions within the meaning ofScction 72(0)(5)(B) of the Code for Plan Years beginning prior co January ), 1989 9.05 Withdrawal of aluntary Contributions. A Participant may make a written election, or if married, a Quali- fied Election, to withdraw a part of or the full amount of his/her Voluntary Contribution Account Such withdrawals may he made at any rime, provided that no more than two (2) such withdrawals may be made during any calendar year. No forfeicure will occur solely as the result of any such withdrawal. 9.06 Withdrawal of Deductible Employee Contributions. A Participant may make a written election, or if married, a Qualified Election, to withdraw a part of or the Full amount of hisfhcr Deductible Employee Contribucion Account Such withdrawals may be made at any tin-lc, provided rhar no more chan tyro (2) such withdrawals may be made during any calendar year. No forfeiture will occur solely as the result of any such withdrawal, MPP 10/25100 I9 9.07 Latest Commencement of Benefits- Notwithstanding anything to the contrary' in this Article, benefits shall begin no later than the Participant's Requited Beginning Date, as defined under Section 10.06, or as otherwise pro- vided in Section 10.05. X. DISTRIBUTION REQUIREMENTS 10.01 General Rules. (a) Subject Eo the provisions of Article XTT, the requirement;of this Article shall apply CO any distribution of a Participant's interest and will take precedence over any inconsistenr provisions of this Plan. (b) All distributions required under this Article shall be determined and made in accordance with the pro- posed regulations under section 401(a)()) of the Cork, including the minimum distribution incidental benefit requirement of section 1.40[(a)(9)-2 of the proposed regulations- 10,02 Required Beginning bate. The entire Nonforfeitable Interest of a Participant must he distributed or begin to he distributed no later than the Participant's Required Beginning Date. • 10.03 Limits on Distribution Periods. As of the first. Distribution Calendar Year, distributions, if nor made in a single-sung, may only be made over one of the following periods (or a combination thereof)' (a) The life of the Participant, (h) The life of the Participant and a Designated Beneficiary, (c) A period certain not extending beyond the Life Expectancy of the Participant., or (d) A period certain not extending beyond the Joint and l,.ast Survivor Expectancy cif the Participant and a Designated Beneficiary 10,04 Determination of Amount to Be Distributed Each Year. If the Participant's NnnforFeitable Interest is to be distributed in other than a single sum, the following minimum distribution rules shrill apply on or after the Required Beginning Date! (a) Individual Account (1) If a Participant's Benefit is to be distributed over (i) a period not extending beyond the Life Expectancy of the Participant or the Joint Life and Last Survivor Expectancy of the Participant and the Participant's Designated Beneficiary, or (ii) a period nor extending beyond the Life Expectancy of the Designated Beneficiary, the almmo41nt required to be distributed for each Galen- dar year, beginning with distributions for the first Distribution Calendar Year, must.at Ieasr equal • the quotient obtained by dividing the Participant's Benefit by the Applicable Life Expectancy- (2) For calendar years beginning before January 1, 1989, if the Participant's spouse is not the Desig-• Hated Beneficiary, the method of distribution selected must assure that at least fifty percent (50%) oldie present value oldie amount available for distribution is paid within the Life Ex- pectancy of the Participant {)) For calendar years beginning after December. 31, 1.'1 t8, the amount to he distributed each year beginning with distributions for the first Distribution Calendar Year shall nor be less than the quotient obtained by dividing the Participant's Benefit by the lesser of 0) the Applicable Life . IvIPP 10/25100 20 Expectancy, or (ii) if the Participant's spouse is not the Designated Beneficiary, the applicable divisor determined from the table sec forth in &A-4 of section 1.4101(a)(9)-2 of the proposed regulations. Distributions after the death of the Participant shall be distributed using the Appli- cable Life Expectancy in Subsection (1) as the relevant divisor without regard co Proposed Regu- lations section 1.401(a)(9)-2. (4) The minimum distribution required Eor the Participant's first Distribution Calendar Year must he made on or before the Participant's Required Beginning Date, The minimum distribution for other calendar years, including die minimum distribution For the Distribution Calendar Year in which the Employee's required beginning date occurs, must be made on or before December 31 of chat Distribution Calendar'Year. (b) Other forms. If the Participant's Benefit is distributed in the Form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of section 401(a)(9) of the Code and the proposed regulations thereunder_ 10.05 Death Distribution Provisions. Upon die death of the Participant, the following distribution provisions shall take effect; (a) Tithe Participant dies after distribution of his{her interest has commenced, the remaining portion of such interest will continue to he distributed at least as rapidly as under the method of distribution being used prior co the Participant's death. (b) If die Participant dies before distribution °f lusher interest commences, the Participant's entire interest will be distributed no lacer than December 31 of the calendar year containing the fifth (5th) anniversary of the Participant's death except to the extent that an election is made to receive distributions in accord- ance with (1) or (4) below! (1) Tf any portion oldie Participant's interest is payable co a Designated Bcnefiiciaiy, distributions nay be made over the life or over a period certain riot greater than the Life Expectancy of the Designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Participant died; (2) lithe Designated Beneficiary is the Participant's surviving spouse, the dace distributions are required ro begin in accordance with Subsection (1) shall nor be earlier than the lacer of(i) December 31 of die calendar year immediately following the calendar year in which the Partici- pant died, and (ii) December 31 of rhe calendar year in which the Participant would have at- mined age seventy and one-half(70-1/2). • 'lithe Participant has not made an election pursuant to this Subsection by die time of his/her death, the Participant's Designated Beneficiary must elect the method ofdiscribution no later than the earlier of(i} December 3.1. of to clendar ye2 r in which distributions would be required to begin under this Section, or (ii) December 31 of the calendar year which contains the fifth (5th) anniversary of the dace of death of the Participant. lithe Participant has no Designated Beneficiary, or if the Designated Beneficiary does nor elect a method of distribution, distribution ofnce Participant's entire interest must be completed by December 31 of die calendar year con mining the fifth (5cli) anniversary of the Participant's death, (c) For purposes of Subsection (h), if the surviving spouse dies after the Participant, but before payments co such spouse begin, the provisions of Subsection (b), with the exception oFparagraph (2) [herein, shall be applied as if the surviving spouse were the Participant, MPP IOJ2I00 2] r (d) For purposes of this Section, any a(riount paid to a child ache Participant will be treated as if it had been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches die age of majarin: (e) For die purposes OF this Section, distribution of a Participant's interest is considered to begin on the Participant's Required Beginning Date (or, if Subsection (c) is applicable, the date distribution is required to begin to the surviving spouse pursuant to Subsection (b)). 1f distribution in the form oFan annuity ir- revocably commences to the participant before the Required Beginning Dare, the date distribution is considered to begin is the dare distribution actually commences. 10.06 Definitions. For the purpose of this Section, the following definitions shall apply: (a) Applicable Life &peeraecy_ The Life Expectancy (or Joint and Last Survivor I rpectancy) calculated using the attained age of the Participant (or Designated Beneficiary) as of the Parncipanr's (or Designated Beneficiary's) birthday in the applicable calendar year reduced by one (1) for each calendar year which has elapsed since the date Life Expectancy was first calculated. IF Life Expectancy is being recalculated, the Applicable Life Expectancy shall he the [„ifc Expectancy as so recalculated. The applicable calendar year shall he the first Distribution Calendar Year, and if Life Expectancy is being recalculated such succeeding calendar year. (b) Designated Beneficiary. The individual who is designated as the Beneficiary under the Plan in accordance with section 401(a)(.) of the Code and the proposed regulations c.hereunder, (c) Distf'ibution Cfliendlr Year_ A calendar year for which a minimum distribution is required_ For distribu- tions beginning before the Participant's death, the First Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Dare. For distributions beginning after the Participant's death, the First Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to Section 10.05 above. (d) Li / xpecrarscy_ The Life Expectancy and joint and last survivor expectancy, respectively, as computed by use of the expected return multiples in°fablesVand VI ofscction 1.72-9 of the income tax regulations. Unless otherwise elected by the Participant (or spouse, in the case of distributions described in Section 10,05(b)(2) above) by the time distributions are required to begin, Life Expectancies shall be recalculated annually. Such election shall be irrevocable as to the Participant (or spouse) and shall apply to all subsequent years. The Life Expectancy of a nonspouse Beneficiary may not he recalculated_ (e) 'uric prates Benefit. (1) The Account balance as of the last Accounting Date in the calendar year iii mediarely preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contri- butions or forfeitures allocated to the Account balance as of dares in the valuation calendar year after such Accounting Date and decreased by distributions made in the valuation calendar year after such Accounting Dane_ (2) For purposes of paragraph (1) above, if any portion of the minimum distribution for the first Distribution Calendar Year k made in the second Distribution Calendar Year on or before the Required Beginning Dare, the amount of the iniiiiirium distribution made in the second Disrri- bution Calendar Year shall be treated as if it had been made in the immediately preceding Distribution Calendar Year. Tf'P 0i25/00 22 (F) Pequired Beginning Date. The Required Beginning Dace of a Participant is the first day of April.of the calendar year' following the calendar year in which the Participa.nt attains age seventy and one-half(70-11 2), or such later dare as permitted under this Section or section 40](a)(9) of the Code. • XL MODES OF DISTRIBUTION OF BENEFITS 11.01 Normal Mode of.Distribution. Unless an elective mode oFdistribution is elected in accordance with Article XII, benefits shall be paid to the Participant in the form provided for in Article Xll. • 11.02 Elective Mode of Distribution. Subject to the requirements of Articles X arid X11, a Participant may revocably elect to have his/her Account distributed in any one (]) oFche following modes in lieu of the mode described in • Section 11.01! (a) Equal Payments, Equal monthly, quarterly, semi-annual, or annual payments in an amount chosen by the Participant continuing until the Account is exhausted. (b Lump Sum. A lump suits payment. (c) Period Certain_ Approximately equal monthly, quarterly, semi-annual, or annual payments, calculated ro continue for a period certain chosen by the Participant. (ri) Other, Any other sequence of payments requested by the Participant. 11.03 Election of Mode. Except as otherwise provided in Section 1.2.04(a), a Participant's election ()la payment option roust he made in writing between thirty (30) and ninety (90) days before the pavmcnt of benefits is to com- m ence. 11.04 Death Benefits- Subject to Articles X.and II. (a) In the case of a Participant who dies before he/she has begun receiving benefit payments, the Participant's entire Nonforfcitable Interest shall then be payable to his/her Beneficiary within ninety(90) days of the Participant's death. A 'Beneficiary who is entitled to receive benefits under this Section may elect to have benefits commence at a later date, subject to the provisions of Section 10.05. The Beneficialy may elect to receive the death benefit in any oFrhe Forms available to the Participant under Section 11.02. If the Beneficiary is the Participant's Surviving Spouse, and such Surviving Spouse dies before payment com- mences, then this Section shall apply ro the beneficiary of the Surviving Spouse as though such Surviving ant. Spouse were the Participant. p (h) Should the Participant die after he/she has begun receiving benefit payments, the Beneficiary shall receive the remaining benefits, if any, that are payable, under the payment schedule elected by die Participant Notwithstanding the foregoing. the Beneficiary may elect to accelerate payments of the remaining bal- ances, including bur nor llmired to, a lump sum distribution, XII. SPOUSAL BENEFIT REQUIREMENTS 1.2.01 Application. The provisions of this Article shall take precedence over any conflicting provision in this Plan. The provisions of this Article shall apply to any Participant who is credited with any Period of Service with the Em- ployer on or after August 23, L984, and such other Participants as provided in Section 12.05. MPP 10/25/00 23 • 12.02 Qualified Joint and Survivor Annuity. Unless an optional form of benefit is selected pursuant to a Qualified •. Election within the ninety (90) day period ending on the Annuity Starting Dare, a married Participant's Vested • Account Balance will be paid in the form of a Qualified Joint and Survivor Annuity and an unmarried Participant's Vested Account Balance will be paid in the form of a Straight Life Annuity. The Participant may elect to have such annuity distributed upon the attainment of the Earliest Retirement Age Linder the Plan. • 12.03 Qualified Preretirement Survivor Annuity. if a Participant dies before ncc Annuity Starting Date, then fifty percent (50%) oldie Participant's Vcsr€d Account Balance shall be applied toward the purchase °Fan annuity for the life oldie Surviving Spouse; the remaining portion shall be paid to such Beneficiaries (which may include such • Spouse) designated by the Participant_ Notwithstanding the foregoing, the Participant may waive the spousal annuity • by designating a different Beneficiary within the Election Period pursuant to a Qualified Election. To the extent that less than one hundred percent (100%) of the vested Account balance is paid to the Surviving Spouse, the amount of the Participant's Account derived from B.inployee contributions will be allocated to the Surviving Spouse in the same proportion as the amount of the Participant's Account derived from Employee contributions is co the Participant's coral 'Vested Account Balance, The Surviving Spouse may elect to have such annuity distributed within a reasonable period after the Participant's death. Further, such Spouse may elect to receive any dc-ath benefit payable to him/her hereunder in any of the forms available to the Participant under Section 1102. 12.04 Notice Requirements. (a) In the case of a Qualified joint and Survivor Annuity as described in Section 12.02, the Plan Admin- istrator shall, no less than thirty (30) days and no more than ninety (90) days prior to the Annuity Starting Date, provide each Participant a written explanation of (i) the terms and conditions of a Qtialificd Joint and Survivor Annuity; (ii) the Participant's right to make and the.effect ofan election to waive the Qualified Joint and Survivor Annuity form of benefit; (iii) the rights of a Participant's Spouse; and (iv) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. However, if the Participant, after having received the written explanation, affirmatively elects a form of distribution and the Spouse consents to that form of distribution, (if neces- sary), benefit payments may commence less than 30 days after the written explanation was provided to the I?aiticipant, provided that the following requirements arc net! (1) The Plan Administrator provides informat.ion to the Participant clearly indicating chat the Participant has a right to at least 30 days to consider whether to waive the Qualified Joint and Survivor Annuity and consent ton farm of distribution other than a Qiaalified Joint.and Survivor Annuity; (2) The Participant is permitted to revoke an affirmative distribution election at least until the Annuity Starting Date, or if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the Qualified joint and Survivor Annuity is provided to the Participant; (3) The Annuity Starting Date is after the date that the explanation of the Qualified Joint and Survivor Annuity is provided to the Participant; and (4) Distribution in accordance with the affirmative election does not commence before the expira- cion of the 7-day period that begins after the day after the explanation of the qualified Joint and Survivor Annuity is provided to the Participant. (b) In the case of a qualified prcretirement survivor annuity as described in Section 12.03, the Plan Adminis- trator shall provide each Participant within the applicable period for such Participant a written explana- tion of the qualified pre-retirement survivor annuity in such terms and in such manner as would be 1 1 1PP 10125100 24 comparable to the explanation provided for meeting the requirements of Subsection (a) applicable to a Qualified Joint and Survivor Annuity The applicable period for a Participant is whichever of the following periods ends last: (i) die period beginning v vith the first day of the Plan Year in which the Participant attains age thirty-two (32) and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age thirry- five (35); (ii) a reasonable period ending after the individual becomes a Participant; (iii) a reasonable period ending after Subsection (c) ceases to apply to the Participant; (iv) a reasonable period ending after this Article first applies to the Participant. Notwithstanding the foregoing, notice must be provided within a reasonable period ending after separation From service in the case ofa Participant who separates from service before attaining age thirty-five ( 5), For purposes of applying the preceding paragraph, a reasonable period ending after the enumerated events described in (ii), (iii) and (iv) is the end of the two (2) year period beginning one (1) year prior to the date the applicable event occurs, and ending one (1) year after that date. In the case of a Participant who separates from service before the Plan Year in which age thirty-five (35) is attained, notice shall he provided within the two (2) year period beginning one (1) year prior to separation and ending one (I) year after separation. If-such a Participant thereafter returns to employment with the Employer, the ap- plicable period for such Participant shall be redetermined, (c) Notwithstanding the other requirements of this Section, the respective notices prescribed by this Section need not be given to a Participant i F(1) the Plan "fully subsidizes" the costs of a Qualified Joint and Survivor Annuity or qualified preretirement survivor annuity, and (2) the Plan does nor allow the Partici- pant to waive the Qualified]oint and Survivor Annuity or qualified preretiremcnt survivor annuiry and does nor allow a married Participant to designate a non-Spouse Beneficiary. For purposes of this ubsec- tion (c), a plan fully subsidizes the costs oFa benefit if no increase in cost or decrease in benefits to the Participant may result from the Participant's failure ro elect another benefit_ 12.05 Definitions. For the purposes of this Section, the following definitions shall apply (a) Annuity.Starring Darn The first day of the first period for which an amount is paid as an annuity or any other form. (b) E1tetaon Period! The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant's death. if a Participant separates from service prior to the first day of the Plan Year in which age thirty-five (35) is attained, wirh respect to the Account balance as of the date of separation, the Election Period shall begin on the date of separation, Pre-age thirty-five (351 waiver- A Participant who will not yet attain age thirty-five (35) as of the end of any current Plan Year may make a special Qualified Election to waive the qualified prerecirernent survivor annuity for the period beginning on the date of such election and ending on the Pint day of the Plan Year in which the Participant will attain age thirty-five (35). Such election shall not be valid unless the Partici- j pant receives a written explanation of the qualified prerecirement Survivor annuity in such terms as ire comparable to the explanation required under Section 13,04(a). Qualified prereriremenc survivor an- nui IT coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant attains age thirty-five (35). Any new waiver on or after such date shall be subject to the full requirements of this Article_ (c) ,earliest RetiremeesAge: The earliest date on which, under the Plan, the Participant could elect to receive retirement benefits. MPP 10/25f{%U 25 (d) QnsethfiedEfertion: A waiver of a Qualified Joint and Survivor Annuity or a qualified prcreci remen t survivor annui[}'- Alay waiver of a Qualified Joins and Survivor Annuity or a qualified prereciremcnt survivor annuity shall nor be effective unless' (a) the Participant's Spouse consents in writing to the election; (h) the election designates a specific Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (or the Spouse expressly • permits designations by the Participant without any further spousal consent); (c) the Spouse's consent acknowledges the effect of the r[ccEion; and (d) the Spouse's consent is witnessed by a Plan representative or notary public. Additionally, a Participant's waiver of the Qualified Joint and Survivor Annuity shall not he effective unless die election designates a form of benefit payment which may not be changed without spousal consent (or the Spouse expressly permits designations by the Participant without any further Spousal consent). if it is established ro the sacishcrion of a Plan representative that there is no • Spouse or that the Spouse cannot be Located, a waiver will be deemed a Qualified Election. Any consent by a Spouse obtained under this provision (or establishment that the consent of a Spouse may nor be obtained) shall be effective only with respect to such Spouse- A.consent that permits designa- tions by the Participant without any requirement of further consent by such Spouse muss acknowledge that.the Spouse has the right to limit consent to a specific Beneficiary, and a specific Form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may he made by a Participant without the consent of the Spouse at any time before d,c commencement of benefits. The number of revocations shall not be limited, No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Sec- tion 12.0I_ (,e) u lr edJointrand. uurvtorAnn icy; An immediate annuity for the life of die.Par Li ci pant wicl-i a survivor annuity For the life of the Spouse which is not foss than fifty percent (50%) and not more than one hundred percent. (100%) of die amount of the annuity which k payable during the joint lives of`the Participant and the Spouse and which is the amount of benefit which can be purchased with the Partici- pant's Vested Account Balance- The percentage of the survivor annuity shall be fifty percent (50%). (f) Sprouse($na.rviving Spouse): The Spouse or Surviving Spouse of the Participant, provided that a Former Spouse will be treated as the Spouse or Surviving Spouse and a current Spouse will not be treated as the Spouse or Surviving Spouse to the extent provided tinder a qualified domestic relations order as described in section 414(p) of the Code- Sirs: fit Li Anizi a ,, Kg) An annuity payable in equal ia�srallmrnts for the life� .1� t3' Y P } eel e e of the Participant that termi- nates upon the P a ailCi ait'S death. (h) T/esitd Account Ba1irnre The aggregate value of the Participant's reared Account balances derived From Employer and Employee contributions (including rollovers), whether vested before or upon death, including the proceeds of insurance contracts, if any, on the Participant's life. The provisions of this Article shall apply to a Participant who is vested in amounts attributable to Employer Contributions, Employee contributions (or both) at the time of death or distribution- , 12.06 Annuity Cuntracts. Where benefits are to be paid in die form of a life annuity pursuant to the terms of this Article, a nontransferable annuity contract shall be purchased from a life insurance company and distributed to the Participant or Surviving Spouse, as applicable, The terms of any annuity contract purchased and distributed by the Plan shall comply with the requirements of this Plan and section 417 of the Code. Xlii. LOANS TO PARTICIPANTS 13.01 Availability of Loans to Participants. MPP 10/25/00 2G I" (a) If the Employer has elected in the Adoption Agreement to make loans available to Participants, a Partici- pant may apply For a loan from the Plan subject to the limitations and other provisions of this Article, (b) The Employer shall cstabl ish 'written guidelines governing the granting of loans, provided that such guidelines are approved by the Plan 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. 1.3.02 Terms and Conditions of Loans to Participants. Any loan by the Plan co a T.'arricipant under Section 1 3.01 of the Plan shall satisfy the following requirements: (a) Availahiliry. i,,r ans shall be made available to all Participants on a reasonably equivalent basis. (b) Nondiscrimination. Loans shall not.he made to highly compensated Employees in an amount greater than the amount made available Co other Employees. 'I (c) interest Rate. Loans must be adequately secured and bear a reasonable interest rare. (d) Loan Limit, No Participant loan shall exceed the present value of the Participant's Nonforieitable interest. in his/her Account. (c) Spousal Consent. A Participant must obtain the consent of his/her spouse, as defined under Section 12.05 if any, within the ninety (90) day period before the rime the Account balance is used as security for the loan. Spousal consent shall be obtained no earlier than the beginning of the ninety (90) day period that ends on the date on which the loan is to be so secured. The consent must be in writing, must acknowledge the effect of the loan, and must he witnessed by a Plan representative or notary public, Such consent shall thereafter be binding with respect to the consenting Spouse or any subsequent Spouse with respect to that loan. A new consent shall be required if the Account balance is used for renegotiation, extension, renewal, or ocher revision of the loan. (f) Foreclosure. In the event of default, foreclosure.on the note and attachment oFsecurity will not occur LIrail a distributable event occurs in die Plan. (g) Reduction of Account. If a valid spousal consent has been obtained in accordance with Subsection (e), then, notwithstanding any other provision of this Plan, the portion of the Participant's vesred 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. if less than one hundred percent (100%) of the Participant's nonforfeitable Account balance (determined without regard co die preceding sentence) is payable to the surviving spouse, then the A.ccount balance shall be adjusted by first reducing the nonfarfeitable Account balance by the amount of the security used as repayment of the loan, and then determining the benefit payable to the surviving spouse. (h) 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 or Benefi- ciary from the Plan and from all other plans of the Employer that are qualified employer plans under section 72(p)(4) of the Code shall not exceed the least of; (1) 550,000, reduced by the excess (if any) of (a) The highest outstanding balance of loans from the Plan during the one (l) year period ending on the day before the date on which the loan is made, over MPP 110/25100 17 - (b) The outstanding balance of Loans from the Plan on the date on which such Loan is made; or (2) The greater of (a) $10,000, or (b) One-half(1/2) of the value of the Participant's Nonforfeitahle Interest in all of his/her Accounts under this Plan. For the purpose of the above limitation, all loans from all qualified employer plans under section 72(p}(4) of the Code are aggregated. (i) 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) ban may be made by the Plan to a Participant in any calendar year. No loan shall be approved if an existing loan from the Plan CO die Participant is in default to any extent, ( ) 'Length of Loan. The reruns of any loan issued or renegotiated after December 31, 1993, shall require the Participant to repay the loan in substantially quail nstallments of principal and interest, ac least monthly, over a period that does not exceed five (5) years From the dare 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 ar.the time 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 lint exceed a reasonable period determined by the Employer. Principal installments and interest payments otherwise due may be suspended during an authorized leave of absence, if the promissory note so provides, but not beyond the original terra permitted under this Subsection (j), with a revised payment schedule (within such term) instituted at the end of such period of suspension_ (k) ['repayment_ The Participant shall be permitted to repay the loan in whole or in part at any rime prior to maturity,without penalty (1) Note. The loan shall be evidenced by a promissory note executed by the Participant and delivered to the Employer, and shall bear interest ac a reasonable rate determined by the Employer. (iii) Security. The loan shall be secured by an assignment of that portion the Participant's right, title and interest in and to his/her Employer Contribution Account (to the extent vested), Participant Contribu- tion Account, and Portable Benefits Account that is equal co fry percent (50%) of the Participant's Account (to the extent vested)_ (n) Assignment or Pledge. For the purposes of paragraphs (h) and (i), assignment or pledge of any portion of the Participant's interest in the Plan and a loan, pledge: or assignment with respect m any insurance contract purchased under the Plan, will be created as a loan. (o) Other Terms and Conditions. The Employer shall fLx 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 401(a) of the Code, or to prevent the trtatmeiir of the loan for tax purposes as a distri- bution to the Participant_ The Employer, in its discretion for any reason, may fix other terms and condi- tions of the loan, not in co ns is cc nt with the provisions of this Article. MI1P 10125/00 .28 13.03 Participant Loin 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 fiind(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 ofa Participant's Loan Account may be invested and reinvested only in promissoly notes II received by the Plan from the Participant as consideration for a loan permitted by Section 13.01 of the Plan or in casks. Uninvested cash balances in a Participant's Loan Account shall not bear interest_ No ': person who is otherwise a fiduciary of the Plan shall be liable for any loss, or by reason of ally 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 invest- ment 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 AI!rhority ro establish other reasonable rules, not inconsistent with the provisions of the Plan, governing the establishment and maintenance of Participant Loan Accounts. YaV. PLAN AMENDMENT,TERMINATION AND OPTIONAL PROVISIONS l J14.01 Amendment by Employer. The Employer reserves the right, subject to Section 14,02 of the Plan, to amend the Plan from time to time by either: (a) Filing an amended Adoption Agreement to changes delete, or add any optional provision, or (b) Continuing the Plan in the form of an amended and restated Plan and Trust. No amendment to the Plan shall be effective to the extent that it has the effect of decreasing a Participant's ac- crual benefit. Notwithstanding the preceding sentence, a Participant's Account balance may be reduced to the extent permitted under section 412(c)(8) of the Code. For purposes of this paragraph, a Plan amendment which has the effect of decreasing a Participant's Account balance or eliminating an optional form of benefit, with respect to benefits attributable no service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is amended, in the case of an Ern ployeewho is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee's right to his/her Employer-derived accrued benefit will not be less chart his percentage computed under the plan without regard to such amend- ment_ The Employer may (1) change the choice of options in the Adoption Agreement, (2) add overriding language in the Adoption Agreement when such language is necessary to satisfy sections 415 or 416 of the Code because of the required aggregation of multiple plans, and (3) add certain model amendments published by the Internal .Revenue Service. 14.02 Amendment of Vesting Schedule. If the Plan's vesting schedule is amended, or the Plan is amended in any way that directly or indirectly affects the computation of the Participant's nonforfeitable percentage, each Participant may elect,within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage corn puled under the Plan without regard to such amendment or change. RAPP 10125100 29 The period during which the election may be made shall commence with die date the amendment is adopted or deemed ro be nude and shall end on the latest of; - (a) ,Sixty (60) days after the amendment is adopted; (b) Sixty (60) days after the amendment becomes effective; or (c) Sixty (60) days after the Participant k issued written notice of the amendment by the Employer or Plan • Administrator. 14-03 Termination by Employer. The Employer reserves die right to terminate this Plan. However, in the event of such termination no part of the Trust shall be used or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries, except as provided in this Section. Upon Plan termination or partial termination, all Account balances shall be valued at their fair market value and the Participant's right to hisfher Employer Contribution Account shall be one hundred percent (1009 ) vested and nonforfeirahlc. Such amount and any other amounts held in the Participant's other Accounts shall be maintained for the Participant until paid pursuant to the terms of the Plan. Any amounts held in a suspense account, after all liabilities of the Plan to Participants and Beneficiaries have been satisfied or provided for, shall be paid to the Employer in accordance with the Code and regulations thereunder. In the event that the Commissioner of internal Revenue determines char the Plan is not Initially qualified under the Internal Revenue Code, any contribution made by the Employer incident to that initial qualification must be returned to the Employer within one year after the date the initial qualification is denied, but only if the application for the qualification is made by the rune prescribed by law for filing the Employer's return for the year in which the Plan is adopted, or such later dace as the Secretary of the Treasury may prescribe_ 1.4.04E Discontinuance of Contributions. A permanent discontinuance of contributions to the Plan by the Em- ploy+er, unless an amended and restated Plan is established, shall constitute a Plan termination_ 14.05 Amendment by Plan Administrator. The Plan A,dminisrraror may amend This Plan upon thirty (30) days writ-ten notification to the Employer: provided: however, char any such amendment must be for the express purpose of maintaining compliance with applicable federal laws and regulations of the Internal Revenue Service_ Such amend- ment 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. 14.06 Optional Provisions. Any provision which is optional under this Plan shall become effective if and only if elected by the Employer and agreed to by the Plan Administrator. XV. ADMINISTRATION 15.0] Powers of the Employer. The Employer shall have the Following powers and duties; (a) To appoint and remove, with or without cause, the Plan Administrator: (h) To amend or terminate die Plan pursuant to the provisions of Article X.i ; (c) To appoint a conunirtee to Facilitate administration of the Plan and communications to Participants; MPP 10/25100 30 (d} To decide all questions of el igibility (1) for Plan participation, and (2) upon appeal by any Participant, Employee or Beneficiary, for the payment of benefits; (e} To engage an Independent qualified public accountant,when required to do so by law, to prepare an- nually the audited financial statemcnrs of the P'lan's operation; {f) To take all accions and to communicate co die Plan Administrator in writing all necessary information to carry our the terms of the Plan and Trust; and (0) To notify the Plan Administrator in writing of the termination of the Plan. 15.02 Duties of the Plan Administrator. TEL, Plan Administrator shall have the following powers and duties' (a) To construe and interpret the provisions of the Plan; (b) To maintain and provide such returns, reports, schedules, descriptions, and individual Account state- ments, as arc required by law within the times prescribed by law; and to furnish to the Employer, upon request, copies oFany or all such materials, and further, co make copies of such instruments, reports, descriptions, and statements as are required by law available for examination by Participants and such of their Beneficiaries who are or may be entitled to benefits under the Plan in such places and in such manner as required by la w; (c) To obtain from the Employer such information as shall be necessary for the proper administration of the Plan; (d) To determine the amount, manner: and time of payment of benefits hereunder; (e) To appoint and retain such agents, counsel, and accountants for the purpose of properly administering the Plan; (f) To distribute assets of the Trust to each Participant and Beneficiary in accordance with Article X of the Plan; (g) To pay expenses From the Trust pursuant co Section 6.03 of the Plan; and (h) To do such other acts reasonably required to administer the Plan in accordance with its provisions or as may he provided for or required by law. 15.03 Protection of the Employer. The Employer shall not be liable for the acts or omissions of the Plan Adm i n is- trator, but only to the extent that such acts or omissions do not result from the Employer's failure to provide accurate or timely information as required or necessary for proper administration of the Plan, 15.04 Protection of the Plan Administrator. The Plan Administrator may rely upon any certificate, notice or direction purporting to have been signed on behalf-of the Employer which the Plan Administrator believes to have been signed by a duly designated official of the bmployer. 15.05 Resignation or Removal of Plan Administrator. The Plan Administrator may resign at any time effective upon sixty ( 0) days prior written notice to the Employer. The Plan Administrator may he removed by the h.rnployer at any time upon sixty (60) days prior written notice to the Plan Administrator. Upon the resignation or removal of the Plan Administrator, the.Employer may appoint a successor Plan Administrator; failing such appointment: the Employer shall assume the powers and duties of Plan Administrator_ Upon the resignation or removal of the Plan MPP 10/25/00 3] Administrator, any Trust assets invested by or held in the name of the Plan Administrator shall be transferred to the trustee in cash or property, at Eair marker value, except that the return of Trust assets invested in a contract issued by an insurance company shall hr governed by the terms of chat contract. 15•06 No Termination Penalty. The I?lan Administrator shall have no authority or d iscrerion to impose any termina- tion penalty upon its removal. 15.07 Decisions of the Plan Administrator. All constructions, determinations, and interpretations made by the Plan Administrator pursuant co Section 15,02(a) or (d) shall he final and binding on all persons participating in the Plan, given deference in all cop of/airy to the grearest extent allowed by applicable law, and shall nor be overturned or set aside by any court of law unless found ro be arbitrary or capricious, or made in bad faith. XVI. MISCELLANEOUS 16.01 Nunguarantee of Employment. Nothing contained in this Plan shall be construed as a contract of employ- ment between the Employer and any Employee, or as a tight of an Employee to be continued in the employment of the Employer, as a limitation of the right otter Employer to discharge any of its Employees: with or without cause. 16.02 Rights 10 Trust Assets. No Employee or Beneficiary shall have any right to, or interest in, any asscrs of the Trust upon termination of his{her employment or otherwise, except as provided from time to time under this Plan, and then only ro the except of the benefits payable under the Plan to such Employee or Beneficiary out of the assets of the Trust. All payments of benefits as provided for in this Plan shall be made solely out oldie assets of the Trust and none of the fiduciaries shall be liable therefor in any manner. 16.03 Nonalienation of Benefits. E.xcepr as provided in Section 16.04 of r.he Plan, benefits payable under this Plan shall not be subject in any manner co anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execurion, or levy Of any kind, either voluntary or involuntary, prior to actually being received by the person entitled to the benefit under the terms or the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose oEany right ro benefits payable hereunder, shall be void. The Trust shall nor in any manner be liable for, or subject to the debts, contracts, liabilities, engagements or torts oEany person encirled to benefits hereunder_ 16.04 Qualified Domestic Relations Order. Notwithstanding Section 16.03 of the Plan, amounts may be paid with respect to a Participant pursuant co a domestic relations order, but if and only if the order is determined ro be a qualified domestic relarions order within the meaning of section 414(p) of the Code or any domestic relations circler entered before January ], 1 985, ]6.05 Non£orfeitabi1icy of Benefits. Subject only ro the specific provisions of this Plan, nothing shall be deemed ro deprive a Participant of his{her right ro the Nonlorfeitable interest to which heishe becomes enrided in accordance with the provisions of the Plan. 16.06 Incompetency of Payee, In the event any benefit is payable to a minor or incomperenr, to i person otherwise under legal disability, or to a person who, in the sole judgment of the Employer, is by reason of advanced age, illness, • or other physical or mental incapacity incapable oF handling the disposition of hisfhcr property, rile Employer may apply the whole or any parr oFsuch benefit directly to the care, comfort, maintenance, support, educa-rion, or use of such person or pay or distribute the vihole or any parr of such benelir co; (a) The parent oFsuch person; (b) The guardian, committee, or other legal representative, wherever appointed, of such person; lv1PP 10/25/00 32 (c) The person with whom such person resides; (d) Any person having the care and control of such person; or (e) Such person personally. The receipt of the person co whom any such payment or distribution is so made shall be Full and complete discharge therefor. 16.07 Inability to Locate Payee. Anything to the contrary herein notwithstanding, if the Employer is unable, after reasonable effort., co locate any Participant or Beneficiary to whom an amount is payable hereunder, such amount shall be forfeited and held in the Trusc fot application against the next succeeding Employer Contribution or contributions required co be made hereunder. I orwithscanding the foregoing, however, such amount shall be reinstated, by means ll of an additional Employer contribution, if and when a claim for the Forfeited amount is subsequently made by The Participant or Beneficiary or if the.Employer receives proof of death of such person. satisfaccory co che Employer. To che extent not inconsistent with applicable law, any benefits lost by reason of escheat under applicable state kw shall he • considered Forfeited and shall not be reinstated_ 16.08 Mergers, Consolidations, and Transfer of Assets. The Plan shall nor he merged into or consolidated with any other plan, nor shall any of its assets or liabil ivies be transferred into any such ocher plan, unless each Participant in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer that is equal to or greater than the benefit he/she would have been enritled co receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated)_ 16.09 Employer Records. Records of the Employer as co an Employee's or Participant's Period of Service, cermina- tion of service and the reason therefor, leaves of absence, reemployment, Earnings, and Compensation will be conclu- sive on all persons, unless determined to be incorrect. 16.10 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. 1.6.1.1.Applicable Law, The Plan shall be construed under che laws of the Scare where the Employer is ]orated, except to the extent superseded by Federal law. The Plan is established with che intent chat it meets the requirements under the Code. The provisions of this Plan shall be interpreted in conformity with these requirements. In the event oFany conflict between the Plan and a policy or contract issued hereunder, the Plan provisions shall control; provided, however, no Plan amendment shall supersede an e2usring policy or contract unless such amendment is required to maintain qualification under section 401(a) and 414(d) of the Code_ iMPP 10125/00 33 DECLARATION OF TRUST I,. DECLARATION OF TRUST This Declaration T'rusr (the `'Group Trust Agreement.') k made as of the 19th day of May, 2001, by VantageTrust Company, which declares i[sell to he 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 "I rv1.A Declaration"); and 'WHEREAS, the trust created hereunder (the "Croup Trust") is intended to meet the requirements of Revenue Ruling 81-100, 1981-1. CM. 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 ofTrust by the Trustee and is established with respect to each Deferred Compensation and Qualified Plan by the transfer to the Trustee of such Plan's assets in the ICMA Retirement`Trust, by the Trustees thereof, in accord with the following, provisions! 1, Incorporation of ICMA Declaration by Reference; ICMA By-Laws. Except as otherwise provided in this Group Trust Agreement: and to the extent not inconsistent. herewith, all provisions of the 1CMA Declaration are incorporated herein by reference and made a part hereof, co 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 1CMA Declaration, In addition, the By- Laws of the ICMA Retirement Trust, as the same may he amended From time-to-time, are adopted as the By-Laws of the Group Trust co the extent not inconsistent with the terms of this Group Trust Agreement. Notwithstanding the foregoing, the terms of the iCA Declaration and By-Laws arc further modified with respect to the Group Trust created hereunder, as follows! (a) any reporting, distribution, or other obligation of the Group Trust vis-a-vis any Deferred Compensation Plan, Qualified Plan, Public Employer, Public Employer Trustee, or Employer Truss shall he deemed satisfied to the extent that such obligation is undertaken by the 1CMA Retirement Trust On which case the obligation of the Group Trust shall nun to the IMA Red rement Trust}; and (b) all provisions dealing with the number, qualification, election, term and nomination of 'Trustees shall not apply, and all other provisions relating to trustees (including, but not limited to, resignation and removal) shall be interpreted in a manner consistent with the appointment of a single corporate trustee. 2. Compliance with Revenue Procedure 81.-1,W _ The requirements of Revenue Procedure 81-100 arc applicable to the Group"Trust as follows; (a) Pursuant to the terms of this Group Trust Agreement and Article X of the By-Laws, i nvc st- ment in the Group Trust is limited to assets of Deferred Compensation and Qualified Plans, investing through the ICMA.RetirementTrust, 1 (h) Pursuant to the By-Laws, the Group Trust is adopted As a parr of each Qualified Plan that invests herein through the 1CMA Retirement Trust, (c) In accord with the By-Laws, char 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 benefici- aries who are entitled to benefits under such Plan, (d) In accord with the By-Laws, no Deferred Compensation Plan or Qualified Plan may assign any or part of its equity or interest in the Group Trust, and any purported assignment of such equity or interest shall be void. . . Governing Law. .Excepc as otherwise required by federal, state or local law, this Declaration of Trust (including the ICN.ILA Declaration to the extent incorporated herein) and the Group Trust created hereun- der shall be construed and determined in accordance with applicable laws of the Stare of New Hampshire. 4. Judicial Proceedings_ The Trustee may at any dine 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 ofTrusr as of the day and year first above written. VANTAGETRUST COMPANY By: Name: Paul F. Gallagher Title; Assistant Secretary 2 VantageTrust Funds Actively Managed Funds Code VT Model Portfolio Funds .. . .JI Vantagepoiut Funds) PLUS Fund... 71 Cash Management fund .......... . 60 Savings Oriented (Code 81) US Government Securities Fund 15 Asset Allocation Fund . .. 40 9%Interrkuonat Ft. Equity Income Fund _.. 25 IA tiroylh&Income Fund- Growth&income Fund 47 Growth Fund . . .. .. . . 20 10%ERurty Income Fund- Aggressive Opportunities Fund . . ...... . ..... ... . 35 05%Income International Fund ._.__.______...... 45 Preservation Fund 10%US Government Index Funds Code Secumfen Fund Core Bond Index Fund __ . . 30 500 Stock Index Fund ...__... 37 Broad Martel Index Fund 50 Conservative Growth (Code 82) Mid/Small Company Index Fund ... _. 38 Overseas Equity Index Fund . 36 5°t Intomatio!tal Fund 5%Aggressive Opportunities Fund-_ Mutual Fund Series Guilt: 10%Growth Fund VT PIMCO Total Return Fund(Administrative shares) 18 10%Growth& VT PIMCO High Yield Fund(Administrative shares) . LZ 50%Income VT Fidelity Puritan"Fund 74 Income Fund Preservnnon Fund VT Lard Abbott Large Company Value Fund(Class A shares'' It VT American Century'Value Fund(Investor Class)' ........... .... 39 10%Equity Ihrunte Fund VT Calvert Social Investment Fund Equity Portfolio(Class A shares) 1.9 VT Fidelity Contrafund• 33 •0%Cora Bond Index F.Jrxt VI Fidelity Magellan'Fund,. _ . ... . .„ 32 VT Gabelli Value Fund)Class A shares).. ....... _.. 27 Traditional Growth (Code 83) VT MFS Large Company Growth Fund(Class A shares)' . _. 48 '_'„ iiiiiinr, „.,:I fund VT American Century Ultra'Fund(Investor Class)' ........ .. 29 VT Putnam Voyager Fund(Class A shares) . 21 10%Aggressive 30 ,Income-- ilk VT T Rowe Pricer'Small Cap Value Fund)Advisor Class)•• . . K3 Opportunities Fund FresRrYahmland VT I Rowe Pica`Small-Cap Stock Fund(Advisor Class)' T5 VT INVESCO Small Company Growth Fund(Investor Class) ... .....J7 15%Growth Fund • VT Janus Adviser Series Worldwide Fund ... . .. ... 15 VT Putnam Intonational Growth Fund(Class A shares) 89 10%Core Bond index fund 15%Growth& Note These funds are Going oeiered horn rho Seres as an offering effective on or Vain*Fund 10%Equity Income Fu- about September 20,2002 Ser..es/Balanced bnvest0 in Vanguard We!tmgton and offered by the VentageTrust Co npenyl.tCode 31).VT Fidelity Growth 8i Income Fund,ICode 231:VT Fidelity Blue Chia Growth Fund.(Code 221 Long-Tenn Growth (Code 84) r Invests solely in the Lord AGbett Afttlrated Funo 'A.mencan Century b Ultra are registered trademarks of American Century Services Corporation 'Invests solely in i ,T ,1..1,1,;. , ,,, MFS Massachusetts Investors Grown 5tocr Fur d 'T Rowe Price is a recovered tiodemerk of I Rowe Price Gtoup-ail ugran reserved 5%vreisea.,Equity i0'%;t.un?Bond Index Fund Each VantageTrust Mutual Fund Series Fund invests solely in the shares of a sage index Fund designated thirdparty mutual fund.The Series inch.Jrte a vanity of different nvestment cemgoties.At its discrabon the Vantapelrust Board of Directors may 15%Aggressive . Equity Income make changes to the Trust Mutual Fond Series Please consult the current funds Fund carefully r- y prior to investing any money for a cnpielo summery or all Opportunities tees.o*per•.ses and trarang restrrchors Fund Thus page displays each of the Model Pontoliu Funds available to ICMA Retuentons 20%i Growth& Corporation participants Vantegeoaint Securities are distributed by ICMA-AC 20%Growth Fund Income Fwrd Services.LIC,a controlled broker-dealer affiliate of the ICMA Retirerreni Corporation Member NASLO/SiPC.For complete oatails on funds,including ctixrgus and expenses.consult the current Makrny Sound investment Decisions-4 Reprwnent Investment Guide and ttte appropriate prospectus by calling All-Equity Growth (Code M5) 1.600-669-7400 Please read both carefully before irvest*tg 20%International Furs 15%Equity Income Fund 11AL — 20%Growth& ICMA RETIREMENT CORPORATION Income Fund 20%Aggressive I Fr Putrhe_.tr.'i'E•Pari 777 North Capitol Strout. NE Opportunities Washington.DC 20002-4240 card • 1 800-669-7400 75°6 Growth Fund Para asistencia en Espanol (lame al 1 800-669-8216 www.tcmorc.org FLWTOOO' 1.2OO2OI•tas Actively Managed Funds Index Fund Series Mutual Fund Series YT 5 Ji.lia O)141,NfriPtclii RIND MASS N h vttsAtt.Srt Otyactav'use lam capita'trawl,,rd STABLE VALUE FUND FIXED INCOME FUND FIXED INCOME FUNDS 'IUn rare Type d Investment Portfolio'Luury=sass of MUMS CC FE BONG IIWNQ M ()tQJA A�URN IA P4ISTRATNE WK S! Tnpanci with ime-aorau!Iiu ca for icrwerm hymn:rem Otyetmr FVON:Tiat tl p ii iil wa i a r,:,t DtyrciAir FL ,uric thuuuh bMpsanant Obstetie :.:,f a ..r.N4 t rnunun hen tate d,yam an the animal fl um (r)wtl Tc•U S.(ironware)!.i LI n.itmarkjade gn Mh volt a u i 1^t capita tiatanca(Wetifity tvY,cf ratf io am*aYtrata! rare Thai the ittnr,wn rata .t.rdn Type d lawmen,PbrNuiot Duty--,.:J iayttu„t ut lips of investment Ponfata.:km-I sea eon am Type of bwistin cat Ponfoia 5ans it CrCri •to U S livasumii,rn rIIWgr•tidxal%t+y0 ,D1 3t YT AMEIKMUNIIVABWIINIMILCIASII 133<A h.I out•qa AIIty IV aril no ilutu'ts?in band replo 11 to cttaracter'e'Itc al the!fMrri from tents all r r y,.,',r.,-1311- ft...;I„ 'l,. anvgatrtrarx*sow Un:1-t stn uRttal gmvoti tn1i t c htamed by twine mrttT3:3 Vegeta flood Index tttis®ncsi i:.. . ' Type of k wiffoma PaRbAbr aptly ee robes at Hadoncel WfeuTiyc Lttry p rri=Ixr.E+1 by Mot rieal ttbietfer Min. +to rtTVt it rrr .4 r -=penes von Brim od maul womb bellow] .t1R.nms mini rice-4-2 irh„t':t ran' lu Mkt par thmecnape duce n mew n VIIIMISIMULIMMISIPMMAVE 5i .41,Poi Tina FIXED INCOME FUNDS EQUITY FUNDS Ifweiteidnt Obiscimr yuttra al tApta goo.- N;sfinraf Validity. hWiAGEMETiT l g445TDCK INOEX.FUTiD ware cng to cored tic rda eaaooatei yell nyt Imams Otto ni&'Cumaa coma with;,j t rr lviarenefe Obfecpva:inn tins ceuitd t/ r Two(dunk bards')hrestrg hi stme t Oif�cltw. r .Al and mate net meet vatic in'.r y to aru y�Fautnn w n nit no U S Type dktverlrttenf PGsD4�la'Nlrrsdiad pestTGL Investment Oboecerc Lit tut n trt appnactattrn fr<'attN tiro al trph ymkt handy relied below Type at)nvasimi t Paid*:Equity,acmes at Type alkneMom,Pond Money matt=!aid r .•rk rralet inlecrtari vie,LU at Meat 8 Ltv fvlrx."•`tit FAY '1111u!'Pe Imp,curpYti nett'l a Iwo cc);pw tt) army d star-ttml`acd mime%w ire Tytm d Mveseutent Patio ur S=_+tf,,re&twi tt• *tomcat wow Ate,Awrar r+rsmru,e'Vtkiaoky SIT i.,-• • tirtan`crl Wan*.I car. ' iIr rt;n:i.r r iv�:iyi:u•!Fs Pm'-lU h1?i - l!iAarical VatsWRy t,tibas./• BLENDED ASSET FUND Vt T 21-T P `.MILLSMSTDCK lAQY15011 CU155 VSSOMMIENLSEMBUBEIR hvesamru Oblectwr,latj-bam,i rLil iirvr•a InVesmtertt Marche Curers rune reel c arm BROAOMAAILELINQQLFUND YTliDEUR PURITAN' Type danealnefeP txdaitoDarvriMxl;nriri4 r ,mt,ar;t tn vestment ObjectorliriJ-r latr'•I•11m11• kM1StMeig 0tytrrovr?l:wosttntztentl txa, „/•wtysrrimtssdmellancE nelnob?of• • • Type of tai v:;iturt Poreatat It S'Near;all r ittist gj the trod U S rad market pm')c-rwi rrr htat wrangle neit i glmel chrrreraiaa n3WW,'ar.rm Typo cdt> Pardila'Slick:amduet i Type at Investment Pcrtdofpi)nentalpantrku Hwmvwel MAW Lan to monrilr std>frct to rc i4cat tti C a it,tItl%tin Whltre 550)rrrin NasDxaCe/VtTtaoYy Ah ie art�gr cmxt1 g cd t ref•wcicitty slrras aryl bath t>f it S al ;ranges m illiVITV cat Nislwica!Wiedertikt te co atom tnvact ea12srp Linpi es Yi T AUNT INCE'SMN.I.CAP VAtJ~!/!QytSgA CIA$2 to rCNNErfeOiWMui3ralu BLENDED ASSET FUNDS bnasOtrrfOleecG►rtcrivertt c l lmMI EQUITY FUNDS . _ is As�LIMLDGAiiONJ tett�rg IN:memo*to,ortlr ntahratuit x�rrxt , irresanMtt Obfectve Unica:tguAYal el a stern (it rte U S sroo:marker VT LORD AB$m LAME COMPANY VtLL1;F 'ea!o ii"..1 rite,f,,z- tntf Ix 1t! o Type of AteMenertt PDrlhliia.S zs sr man n• .FuNlliggAAJ T a t a l t o O s u m i P t r t k ii i o S l a c k,tint am ,Ica,:Ott:fa xnn_tt,ct of Ita W ntIir 45Lg flip ,;N•,ir:vcnr Gtyscew.I Ing-Timm e-rsa'onia VI INVESCO SMALL COMPANY GROWTH Cab m p.IConura;doteatn e0lh to atoxtetmrs lidovrcd tta ap kSriu$vm • ro entail OCINONT fl ii amt n rta,tkai.uaur gfino 1 op clAssi asseEsuvre at maw c rtdmam r e d lammed Pgedaba tittrtal QA ctivt I,r r1 t?rm Capt.t'y'owdt M aorit:al Istik a oly Mader,M OVERSEAS EOUfTY iNLiEXflI O Vp h quay rope of, s !eCtn[�a�xaa3ortil U S.aid mutU utyroid Tyne of Mss,'/Trent PatdnA>x i-quty saTardres of femme DbJat avne I u rtl.rm 1apty r)1M 11 rrr, I r trru I>f!xittd N ha wiIi tdtr+' /.6.1Purprom canton 1C be niteett all rtimy EQUITY FUNDS taveradcalme oclosa rhea ksrwicaT MttAtOWM.Mir -ads the Jo Tivong Itggrtfira'aty$tyier that Pte of Weimar Podola.Strop ate Cheer t, XI-luny at a Ave sa k*!tact pies sal tar EQUITY It 9MI:HAD ttp:urte the urt3r e:tenaa of NI frtlrudr Stu tij VT AMERICAN CENTURY'VALUE .cnAymai ajrnrtp pro& ariestnenr,.yet eve.i.r43:errs trail.:aittnI Ua,,t:; f.>iuUt kiIurr rrarurtaI FAR Inn hi, 8N$TQR cteSSR Ma ncif Ikriadiry.Say fart wit.ctm't7ERrf ttThto torn aim ItEi ti tiriotfcd Validity-S.crlf ram lrMesmtertr Oaitcbvr I utq Itr+n mine pair-, Type or Immanent Pbnh,Aia'Canary/mow,t Typo alInvirstmwdP reo&Coil)mutes at Vi JANUS ADVISER SLRIE$WUHLUWIDE Areb-rti1,'111:yrd tii'¢3u:7411 p'tf i 1vi;bnn`. roll max ran tnt mom halrboi u•h ,;t VOWIrtie t UtNeala U:i till 41;1)1)V lurcion fstnc Voted* yxkras< ur etrotkit ;•,11051N Intl S ad nraJJ 5=rpm GirfrnifiBratfiEW Hn wncat LRsteai ty Maauraa Tyre d lakeserbrtt Parade Equity airer at L S tmwsanW*Ob{itCM Ii n-turn r;rnal r)-ran.:.•r tt nnU`macaws ut 3N i131 rtrr7 m-irc VT CALVERT SOCIAL INVESTMENT FUND dorm==VolaMty Scobrg•tt Woo/i neranere Podolia.wmu n tick,0 IGLAMRt :xtlpJtiaWfitlela aaltO aunRr .+' hii,strtwet v Img- mnceptalaPPr• ,A1 and 5e�m6erlh'flbirArd;aVig nod: Type d kwesenera Pord oka'En lay almrteT it !rnaraurre Of{eclive listionn c ti rpp9nan, *tome VaAaMlfy Awtrcye ory!mrnlumie mil.the tonal to I Irmaavg if iiti.kt S crib i s aycntr anrin,Ira wort met rite ttrcff r x.ie c=tirtu Type of bwestmere Porfloka:Ellaity lecurti@S ri oua Vallaatly kluivrJn to atm a -for art rtt oniaim ctan henem n mY 3� /meg/none Otgecfive:Is g•tem+carnal r;w11 ns*/+•?I do United Stoat mcltriiilg prase thatorhbt ILpe d Investment Porn- - Dorm anon d YIf U.flY l9!!i�' puwtl+' i',Ai a atu try I= e towsanertOfmc Capra.x brcunir ..:-.c lValvokySignt;ma C•Klr tcsAiRlCWmafdr¢ltnnimlhi il1t Type of lnvrSr arf Portfolio F.t:*aantVardar Nene ae a historical Vatattbty Vistint try atme aw', in stmrvs Otyisame:Heft biNytrt r s:d ixriin n VT FlpJT1f tNEILAN' Tips d ksvcsanentt Pat*,fia i'rrt it,•,-,, tnvesLrtaR Ulyec>ive:l a1ut ap{r taon sum tivnall lurnrdiurc et!U5 are:. Typeof iwelmarea,it itrltEWe{mut'escfU': gin en arnpanaa 1h 1 nnet t Mt t;pattr' • rob-U 5 tmtpen That srhdxt gaAlat'pawl'7 lie cod a umi n e am' i7til1ri3tCt of boot *storks/tk>In ky timlfrttt 1fisNrKtt MFId�t►cMnckrane to Om arergn it[IBMIl tafil tg VT VIEW YALJLE ICIASS 04 AroaervY Matte'long-Ian taplal apiam tnsetren ONwa ,.,,m race) 1verJrtiatut 1..a4 cum rube d bav>Ianent&Aga''Equity ore lies Type of Investment Paftlefo.'Comecn.r, ntd an by sellrg CMS state-nay hsitxv I f ivincc rain yaito w91 Ito rate iai i; •.71 ifIf:•.•ttt:tuunrternd untie lllytrsl:;.!;. 4rxxvteaf kW/NW Srinkwat "cP atwtttarrxt tttrtttaQi a•atai►'t iv-tsar:, • tvicd Wtrelry Mtxta!rale tI i V 401 MONEY PURCHASE PLAN EMPLOYEE 111111111111111111111111 ENROLLMENT/CHANGE FORM • Use this form to Enroll or make Changes to your ICMMA-RC 401 Plan ICM*RE11R.LMLNT coerottATKIN • Read instructions on the back Carefully before completing this forte Please print Ieglbty in blue or black ink • Rabaul this form to your employer promptly. Your employer must provide the tarn!to ICMA Ratireetset Corporation balm the payroll date of your first deferral • Nuta It is important to review your neat paystub to confirm your enrollment/change has boon processed correctly. • 11 naJupo he °oust.complete Section 1 and then proceed to the appropriate section to make your changes It new enrollment,at sections must be completed 1 (chest ones NEW ENROLLMENT I_ CHANGE Participant Employer Plan Number Employer Plan Name sub 'Aealtteoaffty t1111Iks► Inf ormation II ' f � r Requaed. l 1 I I_a_. L_a I I t 1 r I a l I - 1 11 . 1 t ( 1 1 Irdermatron fn this box most Full N■me of Perbnpant ties fm completed I 1 I 1- I I I j I I I I 1 I I 1 I I_ I I I I I I L 1 4 1 1 L 1 1 1 1 1- 1 1 1 1 1 ❑ CI._ and ones*** Law ram M1 M F Melees edemas/Street Detest Meth t-� I II I � L_.I ` -J t 1 1 1 1 t 1 1 1 J 1 1 1 ! -J L I J Month( - LD. I IYMr—I t new edcfress Carr II I Code -1 1 i. 1_.1 1_1_1. . I �! I 1 L I Drode le Phone Number Personal Job Title --5111111111 ! f I 1 l I 1 l i L I I I t I - I 1 t i - l_.i__i i i Information Aess Cede Home Phone Number Dete Employed *cad Marital Status Rehired? ! j t t If I . 1 CJ iA ❑ cave art Li_i___j - I 1_1_1 - l_._L_L1_1 ! r I ' I 1 I I I Marled Single this Stection Area Code O1y Veer 9 Check if yes 1 2 (Name Relationship to you i Adams eta lIMIkeillgtl sierlsarslitsI M a benefit I Beneficiary Primary Beneficiaries Designation If thorned.special rules apply. See instnsotions — on reverse side. Contingent Beneficiaries,If any t 1 1 Check if --- — -- - change rn t I'ot Section 3 I authorize my employer to deduct a voluntary contribution of _ %or S from my pay each pay period Amount of Contribution (My instrutY/OrK for my My street anmml salary ra S_ Empioyerl -J Check a change rn alts For Employer Use The employer will contribute _ %or 1 - The employee will contribute %or section s_ 4 Aliment your haunt contributions in percentages among the available fund choices.Allocation percentages must total 100 percent.II the allocation total does not add up to 100 percent then the remainder will be allocated to the PLUS Fund.If no*election is given,your contribution will be stmc.e.ed to the defeutt fund selected by your employer.Use whole percentages le-g..50 percent.not 33 1/3 percent).Do not use fixed dollar amounts Allocation of Contributions Fitt in the boxes at right with codes — - - --- -- - of the fundlsl you want to invest EMPLOYER ACCOUNT EMPLOYEE ACCOUNT In.A lost of funds and codes can be ,- _ found on the Inveatmerrt Options r Code Percent _ Code _ Percent Cady Percent Cods Percent sheet. State law.local law,or your _ _- _ _ employer may place restrictions .11 C� It on investment In these funds. - ---- - — 'r:Irtpe in _ _ •,H3 sectral SEE TM INVESTMENT I _ --- OPT1ONS SHEET IFOR FUND CODES TOTAL.7. 100% TOTAL c 100% 5 I acknowledge that I have reed end agreed to the disclosure (see 5& 6) on the back of this form Employee Signature — -- Participant Signature �^ 6 Employer Plan Number Employer's - Authorization Authorized Employer Offrcac,l s Si_3r.;,t ,re Datu FRM 1 Aa 003,200t 11 165 ICMA Retirement Corporation•Ann Records Management Unit•P 0 Boa 96220.Washington,DC 20090-6220•Toll Free 1400 669-7400 7100 IMPORTANT-PLEASE RETURN THIS COPY TO ICMA-RC r 401 MONEY PURCHASE PLAN EMPLOYEE ENROLLMENT/ CHANGE FORM INSTRUCTIONS fxtl,l Meviulx you rlitie I HO+gli in Curuawni 401 Pell pert'Fu',ihdke It you art;..1is..uu.,Irish prtyrocra appirea V ycr•.t,chock waft too;employer or out herb+ t and til:o aAtttat you to char yotir information ont.o you becont a member.So that Sera i s rt reset tines. m nligfp as toot ep1Dl RM and f atlficietrty.piaasar complete ilia form as accurately so gate isle Sutene lh coned ham to yaw ettipiore tor yaw ertaloyget 1 i:ruNtiele detail aimed the iebrIi'i ri 4itic 1:,:ht;tot• +a '011'1'5U mr to"- tt:t(w&iurr,text tPpnarure Then,trout the rift to i C M A RC 111 ynu fax tree toot ter ICA%fie.do sat f3EFORt :ui r tint fur;oa a:b avail We boor.nu !h./taint'Sin:,,. ,..;ri Fria i i-ti,a%at 1 81j)45$1734,3 the payroll dole of your brat deferral and do nor also sand the I:avoid 1 1 AMOUNT OF TURK CONTRIBUTIONS Boors your complete This form piease read aha retort Ip snyvi Irwioere tot yoli This Sec dun ra used out,bI'prate EnWlt,t: rn This seccVrt yogi p uer*yourardiiti;cletxw nlr ■uadtxsaortd the plans provision:Future cltangn can be niedr an asa form Li uan,tr r out Wan:ontubuuurts to tour eayi tyer.11 gamed by yas emplomr's plan order the tool' -assets between funds age VarnageLrrt f1-400-66-? 1a cut Vatragetela ;>err;erttagn^r dollar amount tha<you wish to rWuntiril'f curtiterute ID V Wr atxaaullt ,Rkvrr,t:mtrc-orut tvokuntarr cteilit batons are not tax deterred.)You ham:tem method' by which1D'n your whin sty contribution You con ccaeaitnde a pinata**dtjour co ipt a an. . iM lit_N(1 fitiiL Pilla3e tip Pmt delay m sutumtang this form h we tit nor hid.:your Many use ihrs rnauiod because ape sate)incases.that attro you connate Mao , arts by des tittle we Weirs ycrn fss;W iui1jia t rte will be ur,.i Ji m"Int your mcreas .You can also colmibute d tidbit!haunt of your tooth v idol This metros your r_nrirntert plan attaats,and they may be returned to your ent:oluyw torautruutr,remains constant ton Its yota eatery mcieaees To the gogliJupor Ft Ku records rc u mar c nolms the:implo re carnbution and rwmd4mry Or me lwTD ou wdY rocevC a confrmsonr rsbysxa enrulboarrtchanges you roe OA team a rart:I hudrh9 err t ,:,sit.►dy financial%fitimia Please review thew?carefully U you diccoon a distract ant r, arat:t Investor Sornces at I t 6BS•14110 u'mtteciintuly AX ilea nru be i ALLOCA1JON OF RJ1bI iii tod Arta D chirp A:sown the and nf4H!quarter Ta3lbrtwto n may res alt to the roe reoretsproVde ttf wet+efacsmn x*ucsinrei for bum year rile,rMCCIOnt and TM, •:ahrhty tr;,dust your acaxan virpinyor accnura Fw each x'ut`,I type,row may desapnyasr ewe■wadb egll env rustier of held:Stun law.local law or troy urnptt:set wry piste teArecbons On T. PARTICIPANT OIMAATION s xwe sown)el these furls Putrid complete the Wctrnn:aruh,lty The intermaw✓sill be blued eZthlo i yteut ac r.GluK}oil you rerun mew your statements at the address k cd The enooyer plan You may place yeah contributions at one anti Unant orison a in any t mtotnaUun au long aurorae is Nadal*firm trout rirs1Qkryet w nut hrve;tur Stour r/velannutves t you use whole percentages(e.g.SOpetcent,not 33 i;3per:btltL&like we the VintagiTrost Cu mpany's Iiiveshm it Guide ft r fiA descritfioro tithe Lund 2 DESIONAi1ON OF IMNEBICMRY 1If ,ocean to desigrutte you•bv-eratieiyaiese.II Nora loom is not wed,the • 58,4 AUI1IORi2EO SIGNATURES ianottr.Gpy ball deNtiontii yDi relc cted Imnll etas bE vtdid U a vtdd!note G not hied en!' , h rr e,+- have:;,r yAutnd the:ram, Wn o ltd;abrra a ter your t' rpInyer A approval i the hale of your death,benefit will be pid a:outlined al your on giorli't pier.docttrtont r aouv rd S&mi der first trey ur_s Your employ r r.U riiein the wcontt cow PLEASE NOTE iI a Social Seaunty mote to tout provided and we cannot lac ttr7:he rented benefrcmy tlxr ecteu rt beierite net t be peel tote participant's ever r t1,rt-the=try env!no this tam y(tt acknow4edge treat yew agree to the(tilkt►airla- Eiegdii iaty Osage lion•SNfdf PARiICIPANTS I I I.i.' r u..'ueC ue,u 16 44 the;ad;wit Va<aaa e1cin i Curio flirty i ilititgef Sound Ant Simeon Purr din of benermoryylenl t ,.s who shovel recnraa the accrmulated value nt rJ;.;a;rs r2 Renrer:rryn1 trree:Moerit Grnrlc told the V'itagepceitFun. ce,Ueitu aor Ectxutl A you*before hal tlictrtb ifion at gas want 1140 gunnery tsndrrumng that the*Resonant Corporaamt her inbisfrcdtie i eel peocedtres brat ieneSuaryfeeyl byes tcmger Mail you the benefits will be paid to your contingent kismet ant salephone raaedersstta Inchoneararsdaai idteat6eabot►utwrfia vioas sty a• ',eneklarytiog If nom of you prinery or militant benefit-rapes are twang at the time of a relniCturn.sod err rt elt cardlrtudttotnt U dWirt,ed Wray urrtplutst end to the evont I ,9ur death the proceeds wiU be pail 3 Outlined in your ornph,er s plan document chnosil tty n anifer hinds fry Imetnet rx telarrano.I e that tetttret VaatappTrug Circany.the ICMA fiettmer ant Corpnnn8otc ICMA AC Servtc s.LLC nor Var*ag pills Bonaieurar,Deatpsaoa,-MARRIED PARTICIPANTS Tr arr_Itr 416%1 LW.will be Game kit any loll costar metres a for acirnp upon any Your spouse will Si the printery beneficiary tour 50 port ere of your account vinu resat'nimu tntar■net or te�fNi ins�rllcliurre beiroyod by t to beige:uatie and r.aaxcn)ant:n with the ,43eu spume ea beneficiary for up lb Al pert oLrl a'yarn aCtIstra.You may also wave ieytuited proc'butt wrnrg your wen a.beWfiCUry far duty Girt of pour Rowe and then you'nay ruxne scrotums else as beneficiary.Modulo r,rf you emirs naming your spouse is buateftciery, M rkesoriong ttiVnotide doe tit rep/saint ati lEreiiGun to taco*Owe irate rtht spouse must anted W the waver available or Valrttagttlxte. u senpwyer's plan may require that your spouse be the toneeciev Ire more than 5U Wekome to the ICMA Retwomertt Corporatron Plant ern of ytrrr eccaet It this et the e:asa,tote mounter and oomorrt ruaet nlemogi d above al at;i ICAAA Retirement Corporation's Privacy Policy 7 .P1l1utG]ll'dlEa. prcyrraa.au W other tatrutrona,vrh Much wa may taNOps■relstaleilpr m the tutor in 7'1-aiacting your privacy a utpsewo to us hi t+z+,tl'ng!maw in services end arveatioe ce ardor to offer select krtonciel products et inLvfratta ser=anrtrrti You nays tea none es rUOUen to pou,We Cellar,certain now nMilt 04sen0 rnfd101a tun about you.Ow poky step as hem drtotoisrng nonpueoc persona infamrstia+t nine you te tutee aortas.abrupt El penwaby n as keep flea inhtrmatrcrr'corny confidarnual,tn.lo uta or disclose it ate needed to o+rrmirtad or required by taw Tu du w car to ore free et 1 friO 827 77111 prnrld.seratin to yoe:,or to ptinted a requited by law or by Crag OUT pnvm y titter $1144464414/0 anttonaw c,wtomwa and muataora,as will as indovi eala wltb arttply. 11 you dr rut:d.rdy ua-wt you►rah la Plot#msctpagn at ens nonpuhd-oisriunot h eIrs sblMM(lls sesyicas or of xrinw:!t wt nnnr Wi met'char+le thta Olney perry in din rnfmu then.we wit stow iator-net5un to be smut pour Attt all*at pair Animal -Ova upon hutfiretior to you ,nstnudiuna with winch rye h3 ft ettahuettld Ittluhonth pC CurNnt`y.ICMA debremnu Curawedun bus stn estabfrsheil ielatiawtio wolf FriatI4A BaitJt`Tdr iptifti in a i!card t;'jgnnatraa Yyr Caul program Bolan any additional third party relateonthies we added'.liter eaest be app'evsd NI.ixtatrklle personal mfnrmannn wa have arcs i you included inhumation you girt un whin l i the Sanrd at Darctars of the ICMA Raterenent Colour elm Once approved.ICMA Ow oport on accouter,invest rn The Varuagepuua fistulas,at write as Call Cat.such as you Nournmsrn Corporation well mealy you of au4 uerl:uarrt third ports etlatanthrps!referent urea,addnrt:social Want/nunrat+,ami lnyrnnnl,investment oblecti es%and otoerierrce pubkratrnns:.f airs pnvecy policy tmancul elreu uitancas.and laywoman!trarscrrr os and t,atdlnns HPAZIe_SaftmoITCYChridwiblE811L Inl4tinatiun We ibuictie We ruiner etcetia to nonpublic pars:oat yitur•,„wrier about you to mote persons who neve We*Kim nonoublic personal anf oral ow elute 4uu rat uu unhm et% and fo teutsud«tans to lei ero r!:u.whs At permated os tai uued hr law to lip you to receive h.Wet r si flafn that het to prowde seances to yap.tor use orgy tax mat ptupoon WE may aloe diittasy physical.electronic and armee/uraf salsgu arcs to protect ttw toad'tdenntty W mu! nonpublic personal ethtrmabun to nun uMwutail!lose party tinanc•al lnsntuoms with wrath tor mtoemafrtn.• have trehlrehed ra3latiWidupt such as financial irnUiutiuns that offr our atirndy credit cell - -t EFFECTEVE APRIL 1, 2003 - T- ,T Maiun J lSound • ecisions A Retirement Investment Guide T' u T'P , • y I V 7t Tru t FUN DS ti 171 1 _11.-, 1,-4 J I -I ' _ CONTENTS Resigl]ariut�or Remov 1 of[he Red remenr 2 • StA4A1tY Corporation - ' FUNDS Custodial ArrYngceuts;Ind Se[urir.ies Lending . , . ,IL]S OF THE TRUST 1 m Adoption of the Trust 42�� IIF.iliSTf1\°G I TIME TRUST SUMMA R OF FUND INVESTMENT.NT i STI [wunru]g foTR hu�}ds OBJECTIVES AND R]S1C5 Except the PLUS Fund 43 PLAN FEES AND FUND E P : SFS 6 Portfolio Vluation 0 the Vontagerusr Funds(bnr not the PLUS Fund) and 13 the:V3ntwge+lr4]sr Murunl rural $cries 43 SELECTED pEItFOR A 1i E DATA Portfolio WI LO ioll of tl.e Valtr.IgeTrust PLUS Fund $? A CE'IERAL DISCUSSION OF THE RISKS . Reinvestment US Fu of Earnings 43 OF I VES'r1 C IN`VHF. FUNDS p1' 43 THE'CRUST 15 Rep-:wring to Parricip3nrs 44 . Contributions 44 1raltsfers and Allocations.Among Funch; 44 DESCRIPTIONS 01 TH1�V14 TAC.ET}tlf5i `7 'Telephone Transfers FUNDS Special Rcscrir44ons on Transfers 45 !7 Resrricrions on C;:ornperimg Funds 15 ANTAGETltLES-` FUNDS - Special ProcessinguFTransFcrs From the 19 PLUS Fund whrre Compcuog Providers VAtTTrGE1:IU5! INDEX FUNDS impose ResT:ritCion� . _ . VANTAGETRUS1 MODEL _ Transfer Restrictions in the Overseas 20 Equity index Fond, Ptt[na,Yti Inlerta[io[�al nD4Z�C�C)I.10 FUNDS Growth!Fund and lnrern:]tiuYya! Fond 46 VAN`CACr I UST PLUS 1 UND 28 Pricing sliticl Flnti,n of Tran4acuons 46 PoorutiiI ltesrrYC4ions Due to ter rlcsikln� 46 VAt TACETRUST MUTUAL FUND -- S ecissl Circumstances Delaying or Suspending F}SER1E5__._. . ..-3l . P 46*."lcansacrinns in the�fanta2c�'rusr Funds and the Vanrapc Trust Yl4u[ual FtInd:Serie OFk:IL T10N.OF 1`HE VAIN I',4G1 'I RU I •MUTUAL FU T.10 SERIES FUNDS 34 D'Ebtlr,etnenui to 3it]CIparas in Section 101 3]ld 437 Flans 3� 48 VANTAGE-CD E.IS*1F. INABILITY'TO CONDUCT BUSINESS • MA ACEMl-NT OF THE FUNDS OF THE 48 a7 VANTAf.ELIN E TRUST EsLAI1,ATI0N OF nLllr FEES AND VANTAGEL1N lN- 'ERNE.T CAA31LrY 41::FUND FEES AN D EXPENSES 38 Plan, Fees 38 F1NANCLAL HIGHLICHTS INFORMATION. . . . .4!) Fund Fees 31Yd E=xpenses 39 G9' . ,.. INI EPEtaiDENT ACCOUNTANT DESCRIPTION OF THE RETIREMENT 6{) CORPORATION 40 INVEESTMENTAUVi ER DESCRIPTION OF THE 1' US1 COMFANIY CUSTODIAN 69 AND VAN I-AGE:C 4ti RUST 41 Dl RECTORS OFa Y1l: Csl'i RUST P411'pose OMI AN Y 69 41 C Orf�rd.111i.9[Ir}n r.xetripti+trl from Regiscration under Federal 41 Securities Laws ` Federal lax Scorns 41- Participation Only by Eligible Plank • 1 • Surn.rriary ,.. -„, j _ Ala - : , I , - - - ' i . , The l A I{eeir mcl3[ Coi-porarion (the s} etirern nr I 1-S. Securities and JrxclL;Ln c C., mmission (Eke"SEC"),, 4.1 Corporation'°) and r1Ee Van[ageTrusr Company (the 'Trust Company") provide plan adrninis[rar.ion services The Van[agepoinr bounds are advised and distributed by and sponsor investment options for deferred compens;t= affiliates f nce Retirement Corporation and currently tion plans and €ualified rerircmenr plans (each a "Plan" offer 1$ publicly traded mutual Rends having various Ern 10 fry for their ei. _, i 'F l:' �, 7.I.,i ,.�� ,. LCS. and collecrively, P �s ) established by,Puk,tic. I inycs[meor obf<ecrives and srrati P Y mployees ("l'arrlcipanrs ) .;T'hese - . Plans arc established under Section 457 and Sccuon The Rerirement Corporation has adminis[cred rctirc- 401 or the internal Revenue Code of 1986 (the merit plans;and managed plate assets since 1972, and Code), re.speal'vely. . has served as investment adviser co the Trust and its . . - predecessor since.1.985 (see."T)cscription of the r °f, VancageTrusr., a group trust Char is sponsored and main- j Retirement Corp-oration"and "Description of the.Trust•rained by the Trust CSI mpany, is theertdi _through l: Ir C.nrnpanv and Vanrr,gcTrus["). which dime services arc offered, The Trusr nriv.w invesis;approxirna[cly $10 billion in I As used throughout this document die [cirri Trust retirement and deferred corn eitsation' lan as'scts for! I will refer to VanrageTrusr:'T . .1i ' - '7 '''; over t P p . ,30U Public >rmpinver plaits-' There is a full range oFscri ces available for Section 45,7 This document is designed to provide you, as.a poreIi- and Section 401 Plans, including: (]) adniinis[rti'Ivc dal investor in dreTrus[, with infor•nation concerning services, such as record keeping and reporting,)furnished the investrncnr cIptions described, the fees and expenses by the Re[irernen[Corpor Lion, .(2 enroll anent services you will pay should you decide to invest, the [erins and p rovided through T� IA RC Scerites;i.Tty, a hrker�- , ' conditions of investment in the'Frusta'rid cerrain'a[her' dealer affiliated with [he Retirement Corporation; and Plan-related inFa[marion, (3) investmcn[options provided by'-the bust either r, directly or through investments by the Trust in The Vantagepoint Funds. a series.mui:ual fund affitiared ......id-,i2. the Re[iremen[Corporation and registered with the l d. rG n . the- ,Funds . . . . . , . . , . , . .i. , „: _ ., ., . i.,..„...i, _ ,_;.; ,-rr.;., The Trust offers a number of different investment PLUS Fund, whose pnrrfolio consists primarily of options that are o dinarily(pen For invesrmene by I.- -r Li -lent contracts issued b ,fl11;U cia] iitsritutiions.` r Farticipanrs in ,Sccuon 457,,and 401 .pans ,;i;,:' selected by the Retirement corporation. Invesianent contracts provide income in amounts Char can vary Among other invesraient options, the Trust offers•a (depending on contract [erns), bur are valued at cos[ group of investment funds known as the Vintagefi'ust plus accrued interest withaur reference to marker;acrivi- Funds. These Funds are invested solely in the shares of ty. Accordingly, the PLUS Fund rriain[ains;a stable cip= a corresponding portfnjio'ofThe Van[agepoint Funds ii d value in the absence of credit default. with the same inv'rstrnene objective and policies. The-)rust also offers the stable value VanrageTzust t1 ;. In :Adition, the Trust offers the VanragcTrusr.Mutual investing in the VantageTrirse Mutual Frond Series Fund Series each oFwhich is a Fund that invests solely ar;v described in this document. in a single underlying mutual fund, These underlying Funds are made available by well-knovrn rhird-party . You should read this docume3ir carcFully be&ore mutual fund ctn1]]cxc5 rcr iitvesrnlcnt by the Trust. • investing in one or 11101+e Of the invai.I3lent vehicles The inwemrrent objectives policies and risks cnt;iiled in • offered through the Trust. Fund Summary . _ VANTAGETRUST FUNDS- ' ` Vantage-Cruse Funds are unreagistcrecl coniti>Iini,16d Funds sponsored and mai,iinined by the Vinrage'lirusc Company_The.Mintai.epciinc Fulids are SEC re istercd rnitrual funds. - r_:: rr Invest in: eii[3CT[USf.Funds i _ �- • V,s,rngclrust PLUS Fund r High-grade invcatme,1c concraccs Lind'wrappcd -d investment grade bonds VantageTrust,C3sh Management Fund Vantagepoint Money Mad,:ei fund Vantage cruse US Governmcne Securities Fund \'anragcFoint US Government Securities Fund VanrageTrust Asset A!]otauon,Firnd _ , Vantagepoia1tAc.scc Allocation Fund Viri geTrust Equiry Income Rind Vantagcpoint Equity Income Fund VantageTruS[Growth 8C Income Fund' - Vanriogcpoint Gro4+Eh&'Income Fund . . VantageTruse-Growth'Fund r - Vantageptiine Growth Fund 4niageTrust Aggressive UpporrunitieS Fund• Vantagepoint Aggressive pportunities Fund Viui ge Iruac International Fund Vanragepoini lniernacion ii Fund • 14.n•'igeTrust Core Bond Index Fund Vantaggepoint Core Boric' Index Fund • VanrrgcTruse 500 Stoc1: Index Fund V:ueagepoint 500 Secck Index Fund , VantagcTnicr Broad Marl:et Index Fund Vant,rgepoinc Brood Marker Index Fund ' - VantageTrUst Mid/Small Company Indear Fund Van agcpoint MidISmall Company Index kind • Vans,ge-rruse Overseas Equity Tndex Fund Vaneagepoinr.Overseas F.quicy Index Fund VantagcTrusr.Model Ponfolio Savings Oriented Fund Vanlsgepoint Model PortFolio Savings Oriented Fund Vantoge`Cruse Model PorcFolio Conservative Growth Fund ' Vancagepoini.Model Portfolio • nscrvaniue Growth Fund I VantagcTrior Model Pont-141i°`Iradicional C;rowrh Fund V;,rit,i;epoinc Model Portfolio Traditional Grotixwih Fund Vanra eTrust Model Portfolio Long-Term Growth Fund • -Vantauepnint Model Portfolio-Long-Term Growth Fund - VancageTnise Model PorcFolio M1-Equir7 Growth Fund V3nragcpoint Mode] Portfolio r111-Equity•Growth Fund . Mining.'eTrUst Mutoril Fund Series Rcnr men Ilu in l funds not affiliated ,k ieh the Third- ar tt Col-potation-or the Trust Company l :a . 1 • 2 F.' ue —- I • . ,Sumrnãryof Fund Investrnent ' . •Objectives A disks f_. . . , - . . . . . , , , . g , short-term i�nstrurnerrts._Unde VantageTrust PLUS Fund moo stocks bonds and s 1. normahcircurnstances, the Fund invests 40 percent ro r The PLUS Fund',t primary,invesroi nt objective is to 70,percent of its.atsscrs.in common stocks; however, the provide i ximuin current income consistent with pre- allowable equity allocation may r; nge from 0 percent .. serving capii sl and midnraining liquidity. The Fund to 300 percent oFFund assets. Therefore, the Fund _- maintains, stable value, in the absence of credit - . , ,nay exhibit a level of price volatility,and risk of Inss_ default by investing in a diiyersificd portfolio of high . more consistent with a common stock porrfi lio cspe- tjuahi: guaranteed investment contracts {"C1{s"} and dally over the shorter term. ' wrapped synthetic contracts, The Faind of3'ers relative V' sthry of principal and stable yalue, but there is no Equity Income Fund is invested in the Vantagcpoiot opporrunit}' for capital ;tpprccistion through trading Equity Income Fund, the primary investment objective gains,since there is no trading marker fror investment of which is ro offer long-rem cnpira€gro;vth with coit- contracrs. sistency cicrivcd from dividend yield by emphasizing investment iii established companies tlr,{t pay divi VantageTrust Funds,, c€ends, with a general focus on die stocks of large-capi EnIizaciOn companies.The Fund invests at least 80 per- Cash Management Fund is invested in the - cent of its assets in equity securities under normal cir- Vairmgcpoint Money Market Fundi i:hc prim,ry invest- curnsrances. The Funds emphasis on income could meat objective ofvrhich is to seek the rnaximiun cue. . result in less volatility over the long tern than is associ- renr income, consistent with-maintaiil ing]i€liridicv, _ ared with other types of common stock funds, available through investment in a registered money marker mutual fund that io turn-invests in high quali- Growth Income Fund is invested in,the ty, short-term money market iitslrumenrs. While , Vantagepoinr Growth 6:. Income Fund,-thc primary investment in a money market Fund-norinaliy entails investment objective of which is ro offer long-term . minimal risk is is possible.for the Fund to lose money.. capital gr:iwth,and current income by investing prima.-- The Fund is not insured or guanonreed by the Federal rily in common stocks that of''er the potential for capi,. Deposit lnstrranpe1Corporarion (" I ') or any ocher r,l appreciation ;Ind, secondarily,current Income_ The,. gave rnmen17 agcnry � Fund is subject to all the general risks of investing in the stock marker. notably the risk of price and earnings US Government Securitics Fluid is jinvested in the, volatility over the short,term.. Vantagcpoint US Government Securities Fund, the pri- r mary investment objective ofwhk t Js ro offer, current_ Growth Fund is invested in the Vann gepoinc.Grotvh income by investing in Lf_S„Treasury securities and Fund, i:he primary investment objective of which.i ,[0 U.S_ Government agency sponsored securities includ- or long-term !:apical growth by investing i,n conunon • ing mortgage pass through securii acs. 1)s with any ; stocks that-ate considered to have above-avcra a oren, bond fund, the value of the bonds held in [Ire underl e.Fu y- vial for growth_ .Over shorter time perinc{s the.Fund ing portfolio will normally fluctuare with interest rates rnav experience a greater degree of vdatility than the generally j n a direction opposite to that of interest ; • stock market:is a whole. , rates, e Fund could experience the volatility ch srac j Th teristics of an intermediate-rerm bond fund_' Aggressive Opportunities Fund is invested in the r - . -. 7 ancagcpaint Aggressive Opportunities_Fund, the pri Asset Allm.atiion Fund is invested in the VMncagepoint . snary, unvestmcjte objcctiVe of which is co of er.high , Asset Allocation,Tund, the primary investment object- •- • long-term c;�pital.appreciatiojy.witho!rt emfhasis on• ., i'ive of which is to offer long-terra capital growth by current'incan{e by rnvesting,priFnarily.iri:common,. . investing in a portfolio tactically ailocared among coin- - stocks of small- to medium-capitalization domestic and Foreign growth cornpnni char offer the opportunity °;i Index. The Fund }+ill .xhibit the volatility ch:ir;icreris-. { for higher capital appreciation.. ,The Fund is:i xpected wits of an iitivestntieiit in 6nnilation stoclrs to exhibit a greater degree or volatility especially over - , shorter time periods. -,- ' Broad,Market index Fund.•ES=investcd in the ' Vancagepoint Broad Tvi;irke-Index Fund, the invest-. '+ lntcrratianal'Fund is invested in the Vanragepoint morn objective of which is to provide a porcIolio that International-Fund, the primary.investnenr objective will.apprcixiniate the performance oltkieWilshire5.000' of which is to oiler long-term capital growth and diver- Index. The Fund is subject io the general risks of sificatiori by oourrtry by-invrsting primarily-i3, ache ' ` investing in the stock market,`Additionally, the' - stocks or companies"Ikeadq'u'artered'ourside'the United' Wilshire 5000 index includes small- and mid-capital-,_ States;'r Foreign securities are subject ro the samc,mar,-- iaation companies whcise stocks'rend to have greater ket risk's isrdpinestic securities, and involve additional ' prick vblatiility. 1'I1a11 141ose'(if larger companies_ . ', ": risk oFloss'due to politia4l: eceinownic, legal, reg.ulanary, operational and ru-rency conversion factors. Mid/Siiiall Company[odes'Fuiid is iiivested'iii the .rt?. ., -.:5! , v.: if_ .. ' .. Vaiitagepoint'MidI.Sinall Company Index Fund;..chc- '. VantageTrust Index Funds ,' ' • rnve tmcnt tibjccci a Of`Wl]ich is 6'Provide a portfolio that-will r,pproxi■r'sare the performance of cite Wilshiii.. For the VantageTrirat Index Funds, each uEider3ying -' 41500 Index`Duc'so an e`m'phasis on small- to mid Vantagcpoint Fun€1 lin'which the'VuritageTrusc ]ndex capitalization ''rocks,"the Fund will exhibit greati;r'price Fund invests) in writ invests in'rhe shares of a single \rolatilirsr than an invcstnierit in'Ihrger more established portfolio that seeks to ap'p'roximate the perFormdn'cc,iif ci)mprinies- a particular index- The iitvesrrneitt objective'of each' Vantagepoinr Index Fund is non-fundamental and can' Overseas Equity index Fund is ir ,'ested-In the''-°a' be changed without•shareholder approval. Absent an ' ' Vantagepoinc C]verseas Equiry Index Fund, the invest- agreement to the contrary between your Eriiplcwer and` men( objcctiv/e of which is to prpvide a'po-ifolu dia't' the Retirement Corporation,Plans h'aviiig total asset's will ;tpproxirrt,ie• he iierFnrinance OF the Morgan. Fi adratinistercd'1 the Retirement Corporation of less ' St;+nley'(..apira!'l'nrernatucriar(MSCI) Euro'pc , ' • than $30 million-invest through'the applicable Atiscr;tl;sia, Far East{EAFIJ)rindex. *The I'iind will be VantagcTrtrsc Index Ftind in Class I shares of the corre- exposed`so'the risks zisseiciatcd with inveitmerit-in '"r - sponding Vantagepoinr index Fund. Plans having total stock-s',ss well as the additional risks-Of investment in assets'Lid miriistered by the-Ritirer'nealc Corporation in foreign'securitics. '. ' - '"- ' ' - excess of$30 million [hair also have qualiFyuig Plan r eh;r•rrnrisrics (as determined by the Retirement - VanteigeTrust'Model Portfolio'Funds` ' , ( orporaciori)'1n'west through-the applicable •' '' ' t,. ri i';:1 I f _,r- nrageTiusrIndex Fund in(=lass II shares. I The'VantageTrust Model Cordolid Nunls inv invest ineor- ' ' ' ' . ' t 7-' ..` . responding Vantagepoinit Model Portfolio.l unds`'1'' The invasi:ntient objectives-and-risks'of iriacstrncnt inr which, in tarn, invest it several cliche Vantagepoint the VantagcTrust T n d ex Fu n'ils are'su m m a ri'red` lelow Funds in varying proportions, The al lvcisti o n OF eaclr Vint,igeprdn_r odel. Portfolio Fund among asset:tlasscs Care Bond Index Fund is invested in-die and'ta each uirderlying Fund has.heercestablished b'y'- Vantigepoint Cork Bond I,idex Firiid, the Investment. ' Vancagcpoint`Inwestment Advisers, LL,C ChV1A"}. the objective of which is to-provide a portlo]io that will• intiestEne�ir adviser, to The Vanta erioirti> Fuiids'arid an approximate the ticleorn,arice'of th'e b_ehman I3rnrhers iriveateof-nc�Retirement Corporation, Aggregate'Bond 1'aiciex''As u trh airy bond•fund, nc� 'r -`_'1 value of the bonds'held in the underlying portfolio will Model Portfuliir Savings Oriented'Fond is'i ivested rwirinall'' fluctuate in a direction opposite to that of a. in the Vincagepoint Model Portfolio Savings Oriented interest rates. Fund,nce'i imary'invcstrncnt objective of which is vii° SAO tock'Indcx Fund is invest d in'the 1.-Tanta epoirr offer capital'preserv,s ini,'re sonahle current income, and some capital growth with minima] risk through 500 Stock Index Fund, [he investrriei c o bjective of • c'xp"osiirc..k stable v ihie anti Fixed tomcat seCuri1:its afi which iPra pi•ovi'de.a'.partfolio that will approximate ' well ss stvcl:s_=J"`' ;' -i:,1•_ : -r the perforrriancc of the Stancr;ird &'RkFrs CS&l'") 500 `' `i7" '' - _ ' : f, , ,- 4 Model Portialics Conservative Growth Fund is FIXED INCOME FUNDS g P VT ['ItvIcO Total Return 1-uiid {Aclministratiic invested in the 'anra e Dior Model Portfolio Conservative Growth Fund, the primary investment Shares} objec i);e of which is to offer reasonable current income and capital preservation, with modest perennial lnr cap- VT PICO Flih Yield Fond (. dnlinisrratike Shares)- ital grcnvi:h through exposure ro stable 'mine and fixed income securities as well as stocks, U,S. EUiTY_FS-IDS 'i r VT Fidelity F1uriran° punt{ Model Portfolio Traditional Growth Fund is invested VT Load Abbot barge Caolpaoy Valiue.Fund {Glass A in (hi. Vancagepoiau: Model Porcf alio Traditional ' SlL;tres)I Growth Fund, the primary iiIvestrotnc objective of VT American Century Value Pupal (]�Lvrstar Class)z which is ro Offer llloder:7ie Capital gran;rh and rexoon' able current. income through exposure ro domestic and - 'Gabelli Value Furrc[ (CI;LSS A hares) inrernacional crocks as well is Si,iible valtic and Fixed " V1 CaliTLT SOCial 2Anicrir Fund'L`-quiry Portfolio income securities. (CI assA.Shares) VT MFS Large C;ompiny Growth-Fund ( lass.A Model Portfolio Long-Term Growth Fund is invested Shares) in the Vanragepoinc Model Portfolio Long-Term Fidelity' ontraFund Growth Fund, the prirnary.invesrplenr objectis'e of which is rn offer high long-rcrm capiral growth and VT Fidelity Magtllan® Fund modest current income Through exposure to domesric VT Kurnool Voyager Fund (Class A Shares) and international sroeks and an exposure to fixed, _ ' VT American Centriry, [Ultra® Fund (Inventor Class)'-1 income securities- - • VT T. Rowe Price® Small-Cap Stock Fund - (Adti'isor Class} - Modef Porrfnlio All-Equity Growth Fund is invcsrod T { Price •Small C all ,J.ii Fund f in the Vantage point Model PortfolioAll-E.quic% Growth Fund: the primary Lnvecrment objective of (Advisor Classy whicll is to offer high long-term capicni growth VT 11VVESCCF Small C o,trpany Growth Fund through exposure to domestic and inrernatkmal equity (Investor Class) . securities, The Vantagepoint Model Portfolio All- Equity Growth Fund has 100 perccur allocarion under INTERNAT.' NAUGLD$A.L FUNDS normal circumstancz..s to underlying funds that invest VT'Janus Adviser Series Worldwide.Fund (Class I -at least 80 percent of their assets in equity securities. Shares) VantngeTrust Mutual Fund Series - VT Putnam Inrernauional Growth Fund (Class A Shares) 5 Fri ;addition co the VanrageTritst Funds, nce Bust offers • the VanrageTr,rst Mutual Fund Series. The portfolio of each Series Fund consists solely 4 f the shares of a single I lnvesTS solely [n the Lord Abher.T Affiliated Fund. designated third-party mutual fund char are acquired, '- American Ccnctir}'& Ultra are repisccred rrademarlcs held, and redeemed by the Trust only in respolise to DE American Ccnuary Services Corporation. Participant investments and withdrawals from the 3 Invescs solely MFS resachicsrtLa Jnyesu,rs Series Fund or upon termination of the Fund. Growtl, Stuck Fund. F 4 T. Rowe Price is registered rradeu,ark aF"J' Rowe each underlying nlunittl Bind for the V antage]rust. Prate Group, Inc--all rights reserved. • Mutual Fund Series, selected after clue diligence re\'iew s The VT Putnam Inrcrnsrional Growth Fund wine by rhe'1'rusr, offers a distinct invesmlenr strategy. The renamed the VT ruinam Incerriarional Equity Fund of ee- VantageTrust Murual Fund Series expands and comple rivc April 3U,2003. menu the other Funds offered by the Trost, • 5 w Plan Fees -,and, Fri Expenses I ' ' III ,F. ,. v... The folloveiiig cables are designed ro assist you in The account rrinincenalice fee, if any, is deducted understanding the carious costs you will bear, directly annually from your account_ ar indirectly, if you invest in one or more of die VantageTri s1' Fond-e. Please. read w.Expk irl ation of Plan Fees and Fund.Pees ;irld Expenses" appearing elsewhere in this docurncnc The aeser-based fees and expenses, which are - ' fora derailed explanation of fees and expenses. expressed and calculated a: crcennl a of average P P daily net asters, assescd against your account ba!- You do auu pay fees of any kind when you buy, sell, ,,, ante and deducted from Fund assets_ The effect of or exchange (transfer) your interests in the Funds of_ ■ these Ices and expenses is factored into the calcu]arion. the Trust. of daily Fund nei asset values and investment returns, DISTRIBUTION AND TRANSACTION EXPENSES Distribution Charges (121)-1.Fees) None -,' 'Minimum Sales Charge (Load) Imposed on Pdreh'ascs' None Minimum DeFerred Sales Charge (Load) None Maximum Saks Charge (Load) Imposed on Reinvesred Dividends (and other distributions) None I' Redemption Pee None` i, •• E• Exchange Fee • None r . 'I - - - --- --- - - ----- -- — -- - - _- • ANNUAL,PLAN FEES AND FUND EXPENSES PAID TO THE RETIREMENT CORPORATION • UJ,_ Plan ices Plan Administration Fee 1).55% oFtotal account Accniinr M; iiit rianae Fee _.• _ Fund Expense'* 1 h.Innagcment I'cc far all VantageTrusa':-Funcls Except the PLUS Fund None r„ 1 PLUS Fund Management Fee 0A5%, ,' VanrageTrusri'vfutxual Fond Scrica Scrviccs Fee+ Oil 56k1: isr _ 1, • ..T The account maintenance foe may he reduced or waived under certain circur nsvinces such as Plans nieetitig El-Link and certain asset requirements, Fee waivers and reducrinns do riot apply to 457 [Tans covering parr I'irrte, seasonal and temporary ernpinyees, Fees shown al3ovc do not include.annual operating;ex enses which Ise 0,0i91') For each' ,u a +�� ch arc estimated co'P � P VintageTri1st'Fund. In additin1i;the•PLUS Fund incurs csrirnated amivaI expenses of approximately OM °!o reiar ed to the liquidity pool,They consisr of suba se dylr fees and custody charges_ The.e expenses may vary from year co ye,tr, antl are included in the cafcul:arion of each f=und's daily net a_cser value. ,- f' -- The fee shaven is the standard fee. Under certain circumstances, the Retirement Corporarit ii and your,Employer may negotiate Ice amouucs that are clifF`erent from that shown_ i T 'S_ • `l_ ,I_r1k 4. .1 'i ' if L.. .-.Ii.L 'r-. nt r _ „ ■ ;r.i i�li;i: Iii • -i1f;;i .� a^ '.i' 7n, - •' - - _ - 1 OTHER ANNUAL. FUND EXPENSES FOR THE VANTAGETRUST FUNDS These expenses:ire charged by the underlying Vancagcpoinr mutual funds and are inchadcd in the elctelation of each Vautage'1rusr Fund's daily ncr asset value. r- , annual VantAgepoil,t Fund Expenses* , -, - Advisory Ocher Total Vanta eTrust Funds Em Ex1ven es+ EXn Cash Management Fund 0.10% 0-51% 0-6I% ' . US Govcrnmcnc Securities Frond • 0.10% 0-51% 0.61% Assoc Allocation Fund 0.10% 0.65% • ' 0.75% ' H H Equity Income. Fund 0.10% 0-80% 0.90% Crowth & lueome Fund 0-10% • 0.7]% 0.81°l0 rowi'h Fund 0.10% 0,78% 0.88% Aressivc Opparcunirics Fund r 0.101% 1-04% • 1-14% ]'ieeriiai'iow I Fund 0.10% 1,06% 1.16% VaintageTrust Index Funds . Core Bond Index Fund"- Class ] 0,05% 0.4.3% • .1) 0.4895. - C[ass 1I _ 0.05% 0.2311;1h ,•, • , 0-28% 500 Stuck index Fund' Glass T ,0.05% 0.42% • 0.47% Class 11 , • 0.05% 0.77% 0-27% Broad Market Trade. Fund"* 'Class'1'. -, . .- 1L05% '.0-41% 0.49% • Class T1 0-05`9 0.24% • - ' - 0,29% • : - MidlSinafl Company index Fund" Class I 0.05% 0.48% 0.5:3% Class 11 0.05% 0.28% 0.33% Overseas Equity Index Fund" Class 1 • 0.05% 0.65% 0.70% Class 1I 0.05% 0:45% 0.50% • aY _Ell Purtf(}IirO Funds Model Portfolio Savings Orienced Fund 0.10% 0-92% 1-02% Mode] PorrFolio Conservative Grout Fund 0,10% 0,90% 1.00% Mode] Portfolio Tradicional Growth Fund 0.10% 0.92% 1.02% Model Portfolio Long-Term Growth Fund 0.10% 0,88% 0.98% Model Pa.rrfuliu .A11-Equiry CircoArch Fund 0-10% 1.05% 1.15% • -- Amounts shown are annmiLlirrcl based on the audited figures of The Vanragepoinr Funds period ending December 31, 2002. Actual expenses may wary from those shown. *" ,4bse31t an s'greemenc rep the contrary herween your Employer and the Red ren rat Corporation;or specific qualifying P[a.n characrcriscics (as dccermincd by the Rctircmenc Corporation), Plans having total ;Lssers administered by the Retirement: Corporation under$30 million invesc through the applicable 4yrancageTrusr Index Fund in Class ] shares of the corresponding Van a8epoint Index Fund. Plans having total assets adrnlial- iscered by the Reciremenr Corporation in excess of S30 million or char have other qualifying flan ch,ir,acreris- cics •as determined by the Rcrircmenr Corporation) invest through the applicable l;trirageTrltst Index Fund in Class [I shares.The Retirement Gorporition 1naw. ii iiplemenr average account balance requirements, . 8' OTHER ANNUAL FUND EXPENSES FOR THE VANTAGETRUST MUTUAL FUND SERIES Azylnal_Mutual Fund F.'5RSlnaes+ ■ Ad k'ksory_ Other Fund Torii1 J-1, h . ,, , , ', , _ , v,. i ._ .,".:C,, Expense , aza,- es, FjtrIJncnme Funds VT ['TMCO Total. Rerun.) Fuld iAdrninisrrari\'e Shares);r i,, 0.25% 0.43% . 0 68% -- VT PIMCO High Yield Fund (Administruivc Shares) 0925% 0.50% 0759,6 U.S. Equity Fu7 is _ q _T VT Fidelity I'urican Fund 0.43% -, 0 21'96 0.64%.�i , VT"Lord"Abliert 1 arge Company Value F,End (Class-4 Shares) 0.31% --0.484;. 0.790. 43-- 1 VT American Century°Value Fund (Investor Class) 1.00% - 1.00% VT„ ;;kbeL1i• lluc und,( [ass A.Shares) ;r,„„_ ,- i j 1.00% ;0:40%r 1,40% r ;._ VT Calvert Social Invesrmenr Huard Equity Porcicdio ( [ass A Shares) 0.70% : 0j54°l0 1414{Yu.; „; VT NIFS Lane Company Growth Fund (Class A Shires). 0.33% 0.61% 0.94% VT Fidelity Conrrafund° 0.75% 0.16% 0.9loa_-,_ VT Fidelity M;igellan°Fund .r 0.69% 0.19% ;0:88% 1.1.1 VT Putnam Vo}'alter Fund (Class A Shales) 0.47% 0.49% 0.96% : - - VT American Ccnrury Ijime Fund (Investor C1.ls4 ., 0.98% 1. y i-_=!"0,98%' : ', VT T. Rowe Price®Srn ail Cap Stock Fund(Advisor Class)_ _ 0977`96 - 0.39r4,61'J'il 1 1='.16ai6'-_;-`• VT T. Rowe Price®Small Cop Value Fund (Adviser Class) , 0.67% 0.38510- P '1.05%" 1'2 VT INVESCO Small Compriny Growth Fund (lnt'esror CIa,u 0.64% 0;8190 1.45% Internatinn rl{ xlobal Funds } L: . , i i., , .11 hi ,- VT Janus Adviser Series Worldwide Fund (Class I Shares) 0.65% 0.55% 1.20% VT Purnam International Growth Fund (Class A Shares) 0.60% 0.56% 1.16% `` . 'C __ 1 'r,,,- , .C-i`T +These expenses are charged by the underlying mutual funds, and rhe'data in rhe'rahle is Ide'riveilTfrorn the mosr current prnsiiecrus for each mutual fiend as of December 31, 2002. These arnouncs rriay'4;a'ry fr45M. year co year 0 - . ,, ,I:, I ^ n I - i , TOTAL AMOUNT YOU WOULD PAY' PER YEAR EXPRESSED AS A PERCENTAGE OF ASSETS YOU INVEST 1) Assurn'c you are a Plan Participant and yo,r invest in the VantageTrust Growth Fund, which in turn invests in the underlying Vansagepbint Growth-Fund. You would pay the Follov.•ing annual asset-based Cluirges: Plan Fees Plan. dMl-nistratI(}n F ee ii 0.5)% ,, a r, r,.. 1,.'i ! IV r k Fund-Expises VantageTrust hvinnagemenr Fee None VantogeTrus1:Operating Expenses 0,01% VansaRepoirtt Growth Fund Ixpchsea 0.88% Total Annual Cost 1.44'S ' 2) ,' sstrrne-you ore n Plan Participant and you invest in the VansageTrust PLUS Fund: ,You'wr uld p;sy the follow'- ing annual. asscr-based charges' .. -i y b'`i`'° Plan Fees w t • Plan Administration Pee i • 0-559a Lr Fund Expcntmt . PLUS Fund Managcmcnt.Fer 0.45% - , PLUS,Fund OpenttillgE4PeliSeS 0.02% Total Annual Oust _ 1.1 - 1.02%, - - 4 - 3)- Assume you are a Plan Participant and you invent in the Vant,ageTrusr Model Portfolio Traditional Growth Fond-. You would pay the FollokNing annual asset-based charges: r Plan Fees • .. • Plan Administration Fee 0.55% , . Fund Expenses , VantagepointiNlodel. Port olio Traditional �. f Growth Fund Expenses . - 1.02% - T ' • VantagLeTrust Operating Expenses 0.01% -- -- Total Annual Cost 1..58%• 4) Assume Peru ;Ire a Plan Participant and you invest in the VT American Century Ultra° Fund. You would pay the l-ollawing annual asset-based charges: ' ' Plan Fees Plan Administration Fee 0.55% Fund Expenses . Standard Mutual Fund Servivs Fee 0.15% Mutual Fund Expenses (American Century) 0.98% Thal Annual Cost , • 1..($9{, I 10 1 r-- - -- -_ - ----- - PLAN "FEESLAN'D• 'FUND EXPENSES FOR THE 1 VANTAGETRUST FUNDS • • The following example illustrates the rem and expenses (4) :a 5% annual return; and (5) redemption at t11e end that you would pa}'on ;a,hypothct ca] $10,000 invest-. oFench t'ime period shown. Any acs paid direcrlw by rnent in each of these Funds of the Trust over various - our Employer arc nor;included in tliis cxamplc. nine periods sassuming: (I) conriiur,Lion into the future of annual Vantage'rrust operating cxpeFESes and :Innual, -I his example should not Lie considered a rcpreseniation Vint;igepoint Fund Expenses at the level shown in tie of past or Furore expenses: Although your actual costs previous tables; (2) a plan ndrninistraxion Fee of 0.55/0; Mat? be higher nr tower, based on.these issumptions, I il (3) a management fee of 0.45% For the"T'I,.TJS Fund;:. , your Casts would be:. } PLAN FEES AND FUND EXPENSES* I - - . _ 1 Year 3 Years 5 Years 10 Years Plan Adminisrrncior Fee $56 X177 $308 $691 Account. ['9aintenance Fee ` ` 1 FITND F� _L'FNSES • VantageTruwthinds , Cash Management Fund $64 X199 £347 _ . 776 US Government Securities Fund 64. 199 347 776 Asset Allocation Fund 78 ' 244 a_ : 4241 945 Equity.Income Fund 93 29]. -u_ _x',.506 1,123 Growth & Income Fund 84 263 457 1,017 Growth Fund 91 285 495 1,100 Azgressive Opportunities Fund 118 367 636 1,404 International Rind r;-i` - ]20 374 647 1,427- Fluids: L antageTruse fn[ls�r, . - Core Bond Tridcx Fund Class ! 50 158 275 617 Class 11 f .30 , r, '93 ' 163 _ 369 500 Stock Index Fund Class I , , 49 154 269 r, , -605 Class II . 29 90 158 356 Broad Marker Fund" Class 1 51 161 "280 ' . ' '629 ,Cl;iss-TT- rr 31 r, 97 169,, .: i 381 ' &iidiSruall Company Indcx,Fund . r Cl;�cs T 55 17 X02 r 678 Class If - • lr.e, 35 ' .r 109 ' 191 43,1 Overseas Fquuy Index Fur d Class I 73 228 3% 885 Class II 52 164 286 - .642 r r nta ,eTr st 5 1,1c ,hi and r ` 1 PLUS Fund 48 • 171 264° 593 VantageTrugylodel Portfolio Fu ll Mode Portfolio Savings Oriented Fund I06 329 ' 571 1,264 J Mode] PortfcPlio Conseruarive Growth Fund 104 323 560 1,241 Mode] Portfolio Traditional Growth Fund 106 323 571 1,246 Model Portfolio Lmig-Term Growth Fwd 101 317 549 1,217 . l',40dcl Portfolio All-Equity Growth Fund 119 370 642 1,415 • * The account maintenance fee, if,any, is not shown since it is not related to the amount of asscrs in-any Participant's Account, 11 r _______ PLAN FEES: AND FUND EXPE'NSES.. FOR THE VANTAGETRUST MUTUAL FUND SERIES 1 he following example illusrraces the Cc:es anrd expenses ;Hid'(4)'reden3pcion at the end of each citric'period char}'o'u'would pay on a hypothetical $10;000'inkeec- • shown. Any fees paLd'dircet]yby your Ernployer are" ' rnent in each of these Funcls:oF'i:hTrust ever carious nor included in this exaTrriple. iau: Lir11e periods, assuming,; (1) continuation into rucurc '.�,•" � . '�' -`l ` ,-, Years orannual mutual fund expenses a'I the le 'et ser '1 his•cxamp]c should not be considered a represeriri+sidii Forth in thic Mu cual'Fund Series Fee:end'E5 ienee'Iable, of pasclor'future expenses; 'Alt'hough your aea:u;Ll cOsrs (2)a plan ;ulriiini:-rior1 Fee or 0.5541$ aria a Mutual' L may,b IFaigher r r lower l] sed {lit rheSe 25Z1.11111:168,11... Fund Services Pee of 0.15%; (3) :L 79$annuwl reti.rai;" ynua'costs would'be: :I' - PLAN FEES AND FUND EXPENSES ...,:if:,: k *, '� 1 Year 3 Years 5 yc`,r$ . 10 Years r.}`' Plan Administration Fee $56 $177 '$30$ $69E_. Mun",I Fund Services Fee 15 48 85 192 , F FUND EXPENSES fi�cedJncoulc Fond, 0.,i i L. ' 1 VT PIMCO Total Return Fund (Administrative Shares) L. $70 $218 $380,. _ $849 , VT PIMCO High Yield Fund'(Adrriiiiiscratitie Shares)' 77 241 418 933 U.S. quit r�Eunds VT Fidc]ity Puritan® Fund , - 66 205 1 358 800' VT lord Abberc Large Company Value Fund (Class A Shares) 81 253 110 981 •VT American Century°Value Fund (Ialvesror Cr.'s) 103 320' 555 1,29`- VT Cabe11i Valise Fund (Cuss A Shares) r 144 446 • 771 , 1,689 VT Calveri;Social lnvesrmcnt Fund Equity Puri:folto (Cl:�cs A Shares) 127 396 68.5 _ 1;507 VT WITS Large Company Growth Fund (Class A Shares) 96 301 L ■ 522 j,159 VTF"idelievontraFund® - 93 291 506 1,123 VT FidclityMagellan1 Fuivl r 90 282- ra'� 49{1 j1 :.-: I,{]88, VT Purnaur Voyager fund .(Glass A Shares) 98 307 533 , 1,182 VT American Century Ultra®"fund (Investor Mass) ' r.: 100 314 544 .. 1,206 VT T. Rowe Price°Small Cap Stock Fund (Advisor Class) 119 ":370 "' ' 642 ' 'r.`] 'f 1'5 VT T. Rowe.Price°Small Cap,Midue Fund (Advisor Class) .1 108 536 552 , 1,255 VT INVE.SCO Small Company Growth Fund (Envescor Class) 149 462. , 797.. 4.,745L,•fnternatidial/.G o_bAFu r 1_. VT Janus Adviser Series Viforldv,Jidle Fund (Class ! Shares) ]23 383 66=- 1,461 , VT Putnam lniernacional (;rovech Ruud (Class A Shares) 119 -370 642 ' , 1,415 v 1. - [ -i_ _ , .1, .i,_ '1:1 1 _L ,, "„ , ' , ".ii , ' 1.11 t I. -..'i,_7-._ °_r.; 12 ---- I .. . . _ ,_Selected . Prrm,ance Data ' _, • Prior to March ], I9 I9, the ]'Ian firs and Fund espetrs- Mutual Fund Series reflects the fees charged) [wring 1 es for each,Fund charged duriJig 1hc time periods chosc.ddnc periods, depicts the performance of dm I shown below were different from she ]'Ian fees and Funds prior to the Change in struccuLre, and does nor Fund expenses currcndy assucLittccl with invcstnienr.e in . retroactively reflecr 4hc April 1 999 reduction ill annual the V,JttagerTrusc Funds. The information provided . plan administration fees- below For the VancagcTrusr Funds alId theVanragcTrusc _ SELECTED PERFORMANCE DATA FOR THE VANTAGETRUST FUNDS (Results oF•a $10,000 investment during the calendar year ending 1 ecirrr]IJCr 31, 2002)- !'scr perlrormance is no guactiu ee of Filnirc' results.' • Jr;YCStcd L'ur ]Yap' 1uYelled Fur 5'1111-.5 Iirp ted fur 10 Years- or Simile Iocesption- .4nnnaikxed C:ihuuivit• Value no Annuulirc,J GAit,tulatilc YJucon AnnnnliTncl raffnuhoth.c Value ur Rernm RCtur 12/..3111412 Haulm turn 121312 L{enrn , ' Reiuru L2.131112 v. Vim:P rm Fuida I PLUS Fund 4.2% 42% $10.419 5.t% 28-5% $12,85] 5.8% 75.576 ' 1117346+. Crash 41nna„n nen(Fund 0.7% 0-7% $10.071 3.6% 19.5% St t,948 4.0% 47.676 814757 1.15Ge.yeZrinen(Sccurhi.C.Fund 6.]% 8-1% $10,833 6.3% 35.11% $13,583 6.1% 441lC% 518,057 A n� A]Inarinn Bind -16.3% -10.3% X8.375 o.4% 1.0% $14,188 ,7,2% _ 101-375 520.129 • Equity Jno,ucFund 45.4% .15.4% 58,457 1.2% 6.3% 510.630 10-1% 1313% 523,136 Groi$ Jn . aajteFueu1 uzl -713.3% .23.3'% $7.667 - - - 4-4% 4113% $12,030 Crowrh 1.4.n4 -24,7% -24.7% 57,532 -0.2% -1.0% 59,903 9.0% 116-6% $21,660 , "Tv UilveOIir (Lmitiesfund -3&856 -36.8% $6,L19 -3,7% -1.Tors 59,226 7.196 751% $17,$7$ Immunional Rind -16-6% -LG.6% 5$-3'11. -1.1% -t9.19G, 311.089 0-4% 3.3% 510,330 es 5geTnut index Fund Com Bind lndor rind 9.81% 9.0% 5]0,904 6.3% 35-8% 5]3,579 6.4% 85.2% $16.'525 500 Studs Index 62nd 221% -221% $7:716 -1-6% -73% $9:236 '1.1% 6.4% $10,640 11riiad Mirkr,r Index Fund -22.1% -22-I% $7,794 -1.9% -9.3% •9'.1173 6.4% 89.2% $19,923 t Mid/Small CulnlaauYlntlr Fend I .181% -1111% •58,116 -21% -13.t% 58,6414 0.4% 2.5% 810,250 OYUSC-J5 F,gairf Jndcx Fund -17.2% -17,2% 58,276 -4.1% -19.7% $8028 -1.5% -22.7% 57,7311 YaHliageTrus[Mndel PorrIolio 1:uit € Sn'inusOrieurrrl Fond -1.9 '4 -1,9% 59,808 3.9% 21.2% $[2,118 6.3% G1.5% $JS,150 Conners rivcC.ruwtliFund -7.2% •7-+96 ,59,285 3.1% 18.4% Stt,644 5.5% 43.8% $14,4190 Tnielirianal Gro'. h t'uud -13.]% -13-1% 1 56.686 2.046 10.7% S11..06.5 5-3% 42.1% 514,2.01' Log•Term Growth Fund -LE.5% -18-5% 'F$.153 1.6% 8.4% $10,$39 5.2% 40A% £14,037 All-Equity Growth Mural -2.4.5% -24.5% '$7,15![13 - - - -1414% -36-9% $6:347, - 1no-4:ainn darns;I:quj Ly I neoiue Fund-April I, 1994;Aggressive Oppurtuuiues Find,H•rood Mai ken iodcx Fund,and Inrernntiona]Fuiwt-Ocwher L, I Y94r Sayings Oricurid Fund.rnhnitirt 9, 1995:Causervarive C rawrh Iiind,'CrnthtiUUal Crowrh Fund,Lli -Term Growth Fund-.April I. 199Ge,500 Stook]aidnx Rind,i'didlSnt II C:ap litdcx Fwul,;Ad' 11q1.1iry Index FundL-June I,1997;C,'roMi &Ineuinr Fund-Ocrglw 1',1998;and 1111-Equity Crowd'1°iind- Octolvi'2.21100- • 1 .1.1*in16I ntati0EI Iran bciL compilrsl From'.rsrioits sowers aid u pnxi MEd ro tic correct-li is being provided Fflreduca[iooal purposes only and should oot be • 1•cLicd ujaaii Sple8Ivlwlt'en otakiog iususimem decis'infii-Illin Vsnra tlii rL Funds in whinit,the Vii Trim i Funds Lnresr nrr`di rrilt ured by I• 19r1-fcC F:avicey, I.I,C..a broke-dealer atFli;ue n1thc Iierirenttu(CorpunLiiuu.'!C1r1A.Il ::Srrvid•s,LLC,ix a incrnherof due NatiOT51PC, I-400-559,741111. I I i 1 , '13 SELECTED PERFORMANCE DATA FOR THE VANTAGETRUST MUTUAL FUND SERIES {Results of a $10,000 investment (lnrin she•ealendar year cnclingri eccmber 31, 2002). Past performance is na_ guarantee of future results. l'erkrmince of the Vantage-Crust Minimal Fund Series reflects all fees and expenses charged during the time•periods shown, I1:excludes account maintenance fees ]fLlly'. that are deducted from your account.--: - _ • •r• lnxesicd r 1 Yc:Lr• lnvesied for 3 Years ' Invrxsed for 10 Years 'or S inee lJsc'tpTinn• Annu diicdL C.umulati.'t Value.oil Annuafteed Cum uly[iAC Value mi. j Anmralixrd Cslniulati • Vdi oo !laurn■ Rcnrrn41.:, 12131002 Return Herurii 12f311L}2 i Rem m . Renrrn 12131+Cl2 Fixed Ej Cnme I tiii 4 VT PLh'1COTani!Elmo Fond - - - - I - 5.0% $111,580. (.Adiminksni Shams} _.v a J .'- VT F!MCO h411.Sidd Fund 1;1,5% $11,254 (AdminislraLiac Slares) U.S. pit i Fond' I , ■r FLdaliiy.Purinn''Fund,- I .0.5% -.•9.5% $7,147 2.5% L3-4% S11.340 7.5% 72.1x% 517:264 Y1'Lmd Atha(largsCompany�'a1ue Fund •L9a% -19.3% 51,066 - - i -10.1% -21.2% 57.679 {Ckisi.A Sls0.res) , r 1 r.'I -- VT Ani rian Ccil[ur7 Vslim Fani I 13.3% -13.3 h ` �1,670': 3,241' L6.9% 31 L,Gd0 3.7% 21.2% $12,120 (ImressoT Class) . VTCabelli'AiIucf=und 1.10.0% 116.6% ' 58,315 5,1%. 28.0% 512,802 LIM% 144.7% 120,470 (Clasz ti Shalt? I i FCI 11 ¢.3y6 SLU480 ` VT Ca'lyert Soria]I m�IULULt Pu'nr1 Eq 1i[y- - - - I r, - Th fake(Clacs A Shares) • " a ylL, Y L.a96 53,8 4 VT IVIES Large Cuinyilt}'Crowds Fund 'I -28.9% 23.44b '' ;57.]Y 3 - - - - (dam AShams) o lfr.a96 #12,1,84 9.0% 71.7% $27,170 V1 Rd iry{ou(rafslIOd: •10.2% _ •10.2%._ $8,2275 3..2% VT Fjddity L..logel1su0 Fund -24.2% .24.2% ,37,50 -0.5% .2.44 F9.759 4-594 L 353% $13.584 VT Almon V!rages NMI I i -27,0% -27.04' •57,300 -2.44 -L 1.l% $0,976 6.'94 50.3% $15,034 (Glass A S1'ares) YCAnericinCclsmry1'Lkltrafund -23.7% -2.3.7% ,$7,631 -0.74 -3,5% $9,642 4.1% 32.-1% 313,210 {Luw for CLs l I - 3. 96 1.946 09,210 1'T,Rryon Fake Srn9Ll Cap$rock l ulLd ` -1509x1 -15.0% $0,54# , (.Idrivor Coss) I ' VT-Mum Price shall]Cap Vulase Turd l.L3b 59,898 (Aedvisur Class) YC Irro sru Shall Coaapasly Gron'rh FuILd .31-7% .31-7% 50,027 • - - I - -30.5% -55:9% $4,406 {I m.esaor Class) • latsrs[ational Global Funds - -5.00% 59,440 YTflinus 4dvitcrScri �Y+Irrldwe FInd _ (f LLB l$harts) - ' '(1 Norman,11s[trrtaiionsi Closvdl Fund I -17_6% -17.6% 38241 - - . -5.!% -15.0% 59,310' (Class A Shins) ` Iuud llt.tprinn Dazes:lr1•I'umaot Voyager Fund fun-2,1995:VT F sidity I ITiEan$Fund-.June 6. 1995;VT G b 1Ii Va111e Fund -Ocmbar 2, L995;VT A merirxu Can lIll Ulrno Fund,VT FiddLry MI13c11;103 Rind.,alul wl-fidelity Cortrrr4ALnd01-Ja.ilil:l rie 2, L496; 'Aimm.iCan C +Inlry 1.r:Jit a Pund- Scpntnilxr 1,1991;V1'MSS Large CompaLti.f Gromll Fund-Ccsnlnr I. 1998:VT Putnam!menu:60 l Gruwth Fund-July 1. 1999:and V-Lord Al&-i, Large CauIpany V!Lue Fuod,VI'1 F VESCO Snu]I Conpink Gaiwd fund.and VI•'1'Ruwc Price°Sash!I-Cap$rock Fund-Dauber],2001);VT PI M X) TutuI Relurli FTLd,V'I'PI MOO Eligh leLd-'Fund,V I'Cu1ue[t',.oa`a1'Inressmenr Fund,VI'T.Ruvr Price Snu11 Cap Value Fuld anal VT JIuLILS Adoiser Series ' hrltlwidt Fund-July 26,2011?' 1 This idol Irilrion has been cnmpilcd NUT variwLS Soslrceo and is.presumed ru 1:e correct.LL Is being provided for edtleoLional purpusu.only and slsould nor In relied upon sntdy when nu:16,11.5 Lrwrurrn L1 decisions-TII Vanr.,grpu■uL Funds in which she V iit%eTniss Funds iri ncol are du[ebur d hr LCMA-IIkC Sernoes, LLC',a hrukcrdeoler a13ilau.of The Rstirtnens C+wlror1Lion.ICMA-RC:Senwim.LLC,is a mernL r„F r1Le i•ASL)IS!PC. I-0 0 0-0!)-7 4 6 0. 14 A General Discussion of ot the Risks of Investing iin the Funds of the Trust Each Vanragc Irus[ Hand lcxccF[flat PLUS Fund) and i.lit p;ir1 iC,ular\!into gtTrust Fund{s) in conh sontabeTniq 1yMiitua] Fund Scrics Fund invests -,. which you in,esr; you will be exposed u3 the fnllnwi!tg. dir cdy LJl a sllagle undcrIyi g nmumi[ kind fir rlie types of risk; VanragcTrusr Funds, the undeelying'Vanragepoinr Monty E larle.ct Fund ins"csrs in an additional mutual Stock Market Risk lurid and each 4 I:iI under'yInv; ,arEtngepoint.l.nclrs„ i `t Funds in turn invests in an additional master fund . Marker risk is floe pc .4,41 iIiry 1140.xtocls pricyti u.trall (see Van taigliTrust index Funds'). The will decline a{"cr shore or extended period_' Markei V.lnlageTr,ESr Model PoYi1 414{E Fluid s irty sr'in c 43-mm tend try move in nicks with periods of rising prices and 5pondin g Vantagcpoinr Model Portfolio Funds which, periods of fading pr ices. i�t rtrrl4 iia.4e5i ire other itiiii;agepmot Fund., rather than investing dirt.ctly in a portloliu srf securities. To illustrate thc t"oLanky of the U.S- stoclr mal;lcer„the tri[th. the best, worst and outrage royal Each underlying mutual Fund invests in a baskct of returns For the,U..S. srncic marker over various rime peri stcurities, tomirionly called a '`poi rfnlio-" The EraunLal oris n 111 Ma5a,lEMI by the S&P UU Index. fund's i_orrfali 0 holding,conSisr of rhose types of secu- ritirs in which the mutual fund is authorized ro invest, The SLI 500 Index cracks latainI lame 41 cEr4 as described in the mutual fund, imicl}eC144,-' SI:i)dI .. Other groupings o1 stocks arc likely to carry dif Depending on its authorized investments and the dcci- fcrcnt degnat.. of yolsriliry- Frrr ex l� iple, $an iII ipitnl-. „ions arid.stratryies of its investment adviscr(s), the ration „rocks, a,a group, IL re hisrnric. Ily exhil iced mutual funds portfalici might, at an) given sink, hold grcatcr slaorr-term volatility than r]tar.of the S&P 500 egnkiy seturitleS such a_s CQEninon ^it ckS), fixed II1( F11-M Toilex All OF the'VarLtagcTrust Funds, except the Cash securitic (sucF, :1s cvrpuratt hands), cash or cash cquiv Ivlanagcmcnt Fund,.the PLUS Fund, the attn.(S (Such as mono, market ii rrtinaei s), orlier Iin,in- Co.trnmrnt St curitics Fund, the Carr Bond Index clan instrunacuts (such as futures conrricrl or I cnlnLii'- Fitiid_ the VT PIMCO Total Return Fund and the VT, nation of all of those. 111MC:O High Yield Fund, are s(Ehjecr 1{E cia ck market N. r risk, prcwportionul to rack Fund's equity exposure. The Inllov.ing is a gcncral description of thc types of risks you will Face as a Van rap cTru,et irkvestpr. f1s you 'Clte VanctgeTrllsr.Flkati tiwi invest significant par- r :id about thrs risks, it is,importanr to think about don of rheir.asscrs in,t€Iuiri securities are tunable fear one oInck. main axioms of investing_ a_c a general 1Llle} I}er4un, w;rh lung-terry, irkvrwtm nt horizons (10 }'cars... Llae hi rater i:he pi No Ll reward, the higher thc risk olr or mart}, Such ii 'cstors should not generally invest III losing ixrnne} er5. 114 gelieralky truer the of their assets in stack Funds and should consider diver lower the porcntial rc.t"ard, thc lower the risk. sificarion ,{rnong Pithier asst t c1 c3, S, I I AVERAGE ANNUAL U.S. STOCK MARKET RETURNS (0926-2002) AS MEASURED BY THE S&P 500 INDEX' 1 Year, . 5Ycars 10'Ycars 20 Years Best 3.99" 2i. S'Yo 2.U.0G% ' . .17-87° Worst 3-3490 -12.47% -0.89% 3.11°$ Aver;Lgc 12.20'0 10.93% F 1.229I 11-524/0 * The is a registered trademark of Standard & l'oot's and is in Linm;iralged index of nck. corinon„rock prices of 500 widcly held U.S.stocks that ilticludes the,ein'estuse,Lr ofdix'identL Yau cannot Envrkr direcdy in the ttrP 500 Indcx, therefore i4 perForrnance does nor reply r.the expertise„'1U11.PAL d with ncc m Lr13gemymerit.01ara aerual Portfolio- Past per - Ftrrmnnce is no guar;LUtee of future resu]LS. 1 • Foreign Securities Risk - 'Credit Risk - p Foreign securities are subject to the same market risks Bonds and bond funds are also exposed to credit risk, _ as`U.S- secitrii:ies; such as general economic conditions which is the possibility chat the issuer of a bond will and company and industry prospects. However, for- def, k 1}Ii its ohligrti:icin to pay interest and principal. e.gn securiries involve the additional risk°Floss due to ' political, economic, legal, regulatory, operational, and _ U.S. Treasury secILriries, which are hacked by the full currency conversion factors, These risk floors may faith and credit of the U.S. Government, have virtually ev&n lie'inore prevalent iii'emerging markets. Foreign ' no'credit risk. Corporate bonds rated 13B13 or above, seciititics arc also subject to the•risks ass•ciiitcd with such as some of the bonds held by the Vancagcpoint the changing value of foreign currencies. The Gore-Bond Index Fund, are gcn •rally considered to Aggressive Opportunities Fund, 1rrserliaiional Fund, carry minimal credit risk. Corporate bonds rated lover VT Putnam International Growth Fund, VT Janus = than BBB are considered to IL■ly* credit risk Adviser Series Worldwide Fund, C)verse,a.s Equity index OF course, bonds With lower•crcdit ratings generally ' Fund aid the portion ofeach Model Portfolio f=und-• • pay a higher level of income to investors,•invested in•the VantagcpoineInternationaland' Aggressive Opportunities •lincls are sub]eci' L4]•these Objective/style Risk risks.. • _ :,- AII'oftlie Funds are subject, in'varying degrees, to Bond Market Disk object:ivelsryle risk, which is the possibility that returns from a specific type of security in which a f=und invests Bonds also experience market risk, which-is mostly ' or the investmeni style ilseld'lxy'iiI idvi eL will trail the caused by changes in meet st rates- The general'rite is returns of the overall market_ that if interest r;ires rises bond prices will Fall. The i reverse is also•true: if interest rates Eall,bond prices '' in the'prasi:, different types-c securiries'have eXperi- g6nernlly rise_ These r'LLles apply to government enccd cycles of ourperforinancc-and under-perforrn- _ seciiriries as well a_s to corporate fixed'income•seturi- -• ancc in comparison to the market in general. ties._ ""' Thcrcf°rc'• hcn'you inWest iii n'Funcl wi[l•-a specific• style, yc u-would-15E exlor std to this-risk. '-‘' For ex:lmple, if you own ;1'I,o id ]]:Lyi.LSg' interesL'''at a rate oF 5%, and:inrcresc rues rise ro f`e'd,yoiur'bond is Man:iger:Risk - -- - -" " ' • not worth as much in the market as •,•bone paying • interest at-a rate 4.5•177W!•As a'•resiilr, the n•:Lrket value l iauagcr risk is the-ride chat the inv stnient•siclviser tt, of your-bond'dec]incs. F •anl:ageTnisr F,Lr.d's ,underlying inutual Fund will do an unsatisfactory job of selecting securicies and thus fail A bond with a longer nlariirity (or a bond fund with a to nicct-the-Furid's ob]eecives, With respect to'an longer a+'eiige atl,ae,Lril:),e) will show'moree rice uolatiliry Index rind there•is a'risk that Pund performance will- than shorter-term bonds. Mone •-market instruments; deviate frtinii that of i:he'c rresponding Index: such as tlLOS-c in the Crieh Management Fund, carL •iit- tle market risk due ro their extreme short-Cerro•nature Please refer io the desbripcions'nf the Vanrage'lrLLSt though it is possible to ]osc priii ipal; Funds contained in-chi's document to•derermine each Fund's invcssme t objcctivcs•ancl the types +fsec,Lrities Mortgage pass-through securities are exposed to pre- normally held by each Fund's underlying mutual fund. payment risk, which pnsSibiiiry.Lhat mot age These descriptions arc designed to assist you in assess- holders will repay their loans early during periods of ing two cqual]y important factors, the potential f llilsg interest rates, necessitating reinvestment in rewards and the related risks, entailed in investing in a lower-yielding instruments, Additionally, Mortgage: particular VantasgeTrLLSt.Fund.- are ex1a0sed 10 spread risk which is the possi- biliry that the yield demanded by investors will rise mel- "4"'' : rive to Treasury yields, - r L 1 _ f_ 1 i6 fi Descriptions o t .e VantágeTrust , .. _ . r • . ,::, !. ,4. , , , . , Funds ., . t . __ _ . q 9 • . . . . •i. 1 , . , . r , �SIess your F�nploycr has placed U aced restrictions on Plan,flan "r �l-heyantagepnia�r Funds 17e};an serving,as the undcrly Investments, you may choose to inveyt in any or tile ing investment-for certain of Chc ValttageTrLLst Funds Func[s avai•[ab[e From Che-lrusE_ Before deci ii 4)11 _• - . on March 1, 1999. Prior to Char rime, the . -.Diu r Choice of invc•srnicn[s,you should,give 1ia1 f II Vantage-Iriisr Funds invested directly in publicly traded consideration io personal objectives, your rctiremcnc securities, in third-parry muriLa[LflLuids ur in other.types goals,your tolerance For risk, }'our desire fur long-terns._, of or•,rirninglecl tilrrd& Investment advice prior yo versus shorn:-reran.investments, and your individual March,1„, 1.999,_was,provided by the,T e.tircmcnt Financial circurnsctnc4e. Corporarion and subadviscrs rerained ac IVA cl[ggestion., : Sire March [, 1999,-such advice has been_provided, There is no assu nil ice dug- any VantagcTrust Fund.will , by an affiliate of he Redremeiit Corp-ora60n• Tt is meet its investment objectives-, ;rs{j [rune of the Funds ;inticipatc d chat, as in the parr, the suhadvicers inay is uarancecd or insured. Also, V[lIL shimld be aware. chang,c over time•_ac the recommendation of VIA.And that the parr investment perforn3ance oFany r 1:he approval of the Board ofThc Vantap�cpoinr Funds_ VanrageTrust Fund ur any uradcrlying•mutual 6kmd _ provides nip assurance of similar Fi[ure perform:an:5n_ Tt, The:gene.nl,clescription and goals oF_each.of Che • is possible for you to lose money by investing in these Vanta;e'[rusc Funds and the tantiagepoinc Fund sciccc.• Funds. -, ed as-Chc underlying portfolio for each are described below_ , Information relsri[tg to the perForrnancc of each Fund` may her find in the Trusi s Annual Report as well as p J C�.qh Management Fund the preceding sections"$elec,ted-performance Data," and a Financial High[i hrs'iable For e.,cli,Fund •{ coat Inv:coment Objectives: The Cash Management Fund ['I ac yhe end of this is dtjc,Lmen-v. is invested in a single registered a[rILi.u;Ll rL!nd, the. fi , Vant;agepoint Money Marker-fund. 71 he mutual fund's. ff you are.contemplating in esdng in one or more.of primary inve-stn tit objective is to seek.maxiinwn cur- dle Fluids offered through the Trusc,•you should read fcur income., cnnsisrent tiv,ith rnainraining iicluidiry, ,, ;r the following descriptions carefully refute irivcskin . P g Suirabilify;for Investors; The Cash Management if you have.any questions alccr you have read these Fu id rrl;av•bc suitable. ifyou arc necking rcasnnah e i descriptions,or d:sirc further ipvcsrmenr-relayed inFi r- - safety of principal and current income. You should be macion -please contact the Rei:irement Corporation at , aware.that,chc Cash Managgcrncic•Fund.k not i[Lsurcd I.- OO-669-7400- or guaranteed kiy rlLe FD[C or any other governmcnc ; agency and it is possible to lose trot}nay by inwcsting.in , VantageTrust Funds'' the Fund. With the excep[lolti caJFthe V;i[11PgeTr415t PLUS,f-tLnd, US Government Securities Fund :�. . '. .,, a! La[ Filn I Series,each of the r . : and the 1�anr �cTrps>: �•1uyl Va'nta.7eTrusc Funds is invested solely in a single; port investment Objectives: The US C�overnir�en.0 folic of Tht Vanta ip oinr Funds, an o en-e, d_ diversi eeurilies Fund is invested in a single rc,isrcrcd mutual.; lied management inveer[Tre,Li_company (munua[.fund),- - fund, the Vanc ge oinr US Government Securities •:_ � , gyp. � . Lit registered with the SEC. The VantsgepcFint Funds is a Fiti[d.• The mutual Fund seeks to offer current income..-. esr�n nt company-that currentl offers [9- _, obtainable from aeatiu . � .; } e management of intcrmedlatr-�.;,-�. ' di1Fcrcntn 01 rFo]ios ha4�i,tg various investment ob]ec- term U.S.Trcasu scciiriues and U.4_ ;,�ven[ni ni.: R r}' rives:uid straitegirs, Each of nccseNanrageTru.r Funds { agency sponsored securities including pass-through is invested in a single underlying Vancagcpoint Fund i mortgage-hacked securities_ having Che carne investmentobjeckiyes,. t4, Suitability r Investors: The Fund may he ;In ;L 7r i- t}' Y Pl 17 ip priatc inwescmcnr if you sock a high level of prorccrion ` - Growth Sc Income Fund against credit risk is w&II ;LS growth of principal Chr[lu ll reL11ve,Sl:a eal'of Lia'FeE11 inq}tire rrV7n an Investment Objectives: The Growth & Income Pond_ accivcly managed portfolio of inccrmediate-rerrn U. is invesre{1 in a single registered m tual.fund, the TreiSurv, U.S- Government and U.S. Govcrnmcnc Vanragepoint Growth & income Fund- The inli.,sal agency securicics, The Fund is subject co interest tale final seeks primarily to offer long-term capital growth HA, which means the value of the underlying bond by ilri'escrng in common sto 1,cks than 1Ffer tenti,gl For portfolio uorni,lIy inoves in a direction opposite to capital appreciation and, secondarily ro provide current char of inieresc tares- Additionally, the Fund cho�rld incornc t y investing in dividend-paying cocks experience the veFlatility charac4cristics'oFan intcrmcdi- are-durnriin Iona Iwid. Suitability for Investors: The Fund may be s irlble if • you wish to receive exposure co common cocks With a Asset Allocation Puna - current incnane conrpolie]LI. The Fund is subject to RI ' of die genera] risks of invcscing to rho stock marker, Investment Objective's: -C'he As<eet Allocation Fund is including.the risk of price and earnings wolaciliry over •A im sted in a single registered murua] Fund, chc' • • i the short term. Vancagepoiric Asset Allnctri in Fund. The mutual fund seeks to offer brig-tcrrh growth at a lower level'of risk Growth Fund • than a portfolio consisting of all cquirr securities by ' investing in a portfolio tactical y allocacc'd'among corn lnvestiuent Objectives: 'I'.he Grokvrh Fund iS invested rnon srncks, Fioiids'antl :awn-term insrrumerrrs- ' • in a single registered mutual fund, Che'Vanragcpoinr Gtowch Fund. The iourual fund seek r0 offer long- Suitability for ]nvesror's: The Asset AJIoc:itir}n Fund term capital gro rh by investing primarily in Che corn- , may be suitable if you see k'an;ii 'eSrfileni that provides' inori stoe1 of companies with above-average potential active adjustment of exposure ro Hocks, bonds, and • for growth. invesrments inay include cnr l,nniee of;ill short-Cc tin inscrumencs- The Fund's stock allocation ris c:3pit;tli ttio l si.les. passively managed ro approximace the performance oF •• the S&P 500 Index. This Fund should be considered a Suitability for Iiivestorsi The Growth Fund may be Tong-term investment vehicle with a likelihood For appropriate if you are Seeking grearer-than-avenige short-rerrn volarilicy- • growth, Thy fund is'inrcndcd as a long-term invcsc- - moor vehicle, and iC will experience volarilicy of rei:uriis Equity Income Fund over short rime periods, There may be periods oF rime_ • ; over which other styles OF inycsting outperform the , Investment.Objectives: The•Eq iryfncoiiic'Fund is '-' growth style employed by chic Fund. invested in a single registered muctnnl fund, the Vanragepoinr Equic}'income Fund. "I he mirrunl fun ! Aggressive Opportunities Fund socks co offer long-term capital grouch with eonsi.re]L - cy derivad from currant income by invesring, under Investment Objectives: The Aggressive OpportuEritiee normal circumscauces, aC leas[ 80 percent of ire asses Fund is invested in a single registered tucti:il Fund, the in equity securities that include dividend-paying corn- Vanlagepoinr Aggressive Opporctnities Fund- The anon se,idks cFi 11- stnF ishec! camparIirs, ' - - murua fund seeks ro offer high long-term, capfcal :i1FIFrzei;Li ion without emphasis on ci rrcnt income by Suitability for investurs: The Equity income Fund using a variety of aggressive invescmenc approaches and may he a suirable investment if yoke are seeking i high re.chniques,Thcsc may include U.S.'and foreign-smoke ' level of curreatr. income and the p4xertti;�l For king-term and bonds, convertible'securities derivatives and For.- .,, capital a)preciarion ']-he Fund should exhihic lower w;ird'curreney contracts, TILL Fund's port lioLconsiscs inve,Si-Ment risk:and lower wolacilitr than is available - primarily of stacks cif small- Co medium-cal iriilintinn,' '- from &her rypes ofcnmmnn stock fitiicls, such as domestic and Foreign growth companies. growth funds invcsring primarily in smaller-capiraliza- 1DitrrL comp,i.iies_ Nonetheless: some level of wolaciliti' == Suitability for investors: The'Aggtes.eikrc -'- . �i._;_.. can Etc expected, especially oiler ilte_eh{irr Term. Opportunities Fund may be•appropriate ifyou invest' - for Che long'Cerm arid have chic financial abilicv and risk tolerance Co acceF,C significant risk in exchange'Foi' [he' , opportunity ro realize corresponding financial gain. - 18 i 1 I 1 The Fund can be expected to cxlii1.5is'significaair ,+nlatil- plan administration fee, Fund fees and expenses, trans- ity- The Fund should nor be relied upon as a oompletc action costs, u°ash fowl, and nianagemen1: fees- Small invesrrnent proiram and should be considered';t long performance ...wiar.ion •can ;also occur dire CO sampling rerm investment vvehicle, of dre'seciiriries in a Fund's index. I International Fund Please refer ro the deseriprions'hekivw'For Further inlor- matian on each VantagcTrust Index Fund.' - Investment Objectives: The International Fund is , invested in a single registered mutual hind, the Cure Bond Index Fund • ' - ' •• Vantagepoii t Ittaern,itional Fund. -the-mutual-Fund 'seeks to•offer'Iong-reran capital growth and diversiIiica- Investment Objectives: The Core Bond Index Fund tiori 1.3y iii: y by'iiwe sing in the stocks of companies seeks to offer current income by it wring ill a -purrfo • headquartered-outside the United States believed to he It i'har will approximate the invesrmenr characteristics temporarily undervalued and miry have an above-aver- and performance of the Lohman Brothers'Aggregate age porenrial for growth. Investment opportunities are 'Botha Index. The Fund k invested'in the Vantagepoint sought in established foreign ni rkets, and ro-a-lesser ' Core Bond Index Fund. ' rxrerir, inless: developed emerging markers. Suitability for Investors: The Core Bond Index Fund Suitability for'lnvcsturs: The'-liirernarional Fund i mnighr he righr for'you if you seek to preserve principal provides diversification and growrli poieur.ial if year are and desire a long-term rate of return that night exceed Willing.ix) assun3e the substantial risks associated with the rate of inflation, As with any bond Rind, the price investment in foreign seciIriries_ If so, the Fund might of por[Folio securities generally moves in a direction01' provide a oomplemenrar}' portion of an overall'portfo- apposite co that of interest races. In addition, the Fund lio'rhar consists mainly of domestic stacks. Significant is subject to the risk that an issuer or a bond may not ' price}volatility can be expeci•ed,-especially aver the make interest or principal payments, The Fund should short term.The Fund should nor be relied upon as a experience the volatility characteristics of an inrermedi- ' complete investment program'and should'he cunsid- ' ;ate-cluratiori fixed income fund. ' cred a long-term investment vehicle, 500 Stock Index Fund VantageTrust Index Funds' - Investment Obiecties: The 500 Stock Index Fund Each Vanrage' st ]ndex Fund is ins.erred solely in a seeks to offer long-term growth capital grow and Cur Uu rent corresponding Vantagepoinr Fund.'In order cb cake ' income by ihwestin'g in a portfolio that will replicate, :,s advantage of the economies of scale oFFered h r a larder' closely as'possible, the'invesnnent characteristics and •pool of assets, each Vantagcpoini Index Fund is strut- performance of•thelS&P 500 T.ndex, The Fund is • turcd as a "feeder" fund in a"master-feeder structure:" invested in the Van' t;;gepoint 500 Stock Index Fund A"feedcr" fund seeks co achicv'c its investment objet- f • ' . ' ' ' e e'1 tiwe by•invsting its asters iii a riagle " osier"-fun `'- Suirability for lnvesttus: 'f'he 500 Stock Index Fund' The "master" Fund invests in securities in accordance may be a good Choice ifvast rire'lookitig for nil. invest- ! With inVeS'rne311 r ubjeci:iues, policies, and limitations menr designed co provide pas-sively managed exposure char are identical to those of the applicable Index to larger U.S,'stocks as'Me:molted by the S&P 500 - Fund. 'In-other words, each Varatagepoi'nt index Fund In(lx. Due Fro the .rolarilii .of returns on common ' "feeds" shareholder invesrinenrs into its corresponding- stocks,you shodld consider thc-500'Stock Index Fund :`rn2srer" fund. Each Vantagepoint'Index'Fund reserves a long-term investment Vehicle.'''' • - the right to change its corresponding master fund,'Th investment'objective of each Vantage point Index F1iitd Broad Marker Index Fund' ' ' • - ' is non-Fwtdanienral and may be changed without shareholder vote, Investment Objectives: Tkie Broad Market'Index Fund seeks co offer long-tern'capital growth and cur- The risk-lcvel'of each Index Fund is•comparable to the rent VIC:erne by ini e sting in a portfolio that will risk level-OF rh••ir Fund's index. The perforinairce of approxiinare the investmenr:characteristics'and per- + each lndcx'Fund is likely ro`vary above or below'the formanoc of the Wilshire 5000 Index. The Fund is actual performance of the Fund's index. The variations invested in the Vantagepoint Broad Market Index are attributable. to-many factors, such'as'TCMA-RC's' Fund, 19 1 1 I--- Suitability for Investors: The Broad Marker Index VantageTrust Model Po rtfolio Funds , Pund may be a suitable investment if you w;tnt an investment designed co parallel chc rerun of the broad The Trust offers five VancagcTnisc Model Port Fnli 0 . - U.S. equity marker_ Additionally, the Wilshire 51)1X) Funds that invesc in a corresponding Vantagepoinr. T11deU: includes small- and mid-capitalization companies Model Portfolio Fund. Each Model Portfolio Fund whose stocks rend co have greater price volatilic r dean reflects a different degree of porenrial invesunenc risk those of large companies. You should consider chc and reward and is diversified among various Find as • long-iern, i,ivestmeIit vehicle due to the 'An[agipoint Funds in differing allocations. . expected volatility of returns on coriLmort sroeks over short ii,n periods, Fees and Expenses: Yr}u will bear indirect}' the pro porrionace share of the fees ;411d expeitses'of each Funds MidISniall Company Index Fund underlying invescmcncs, i.e., the fees and.expenses of the underlying Funds making up nce Vanngepoint Investment Objectives: The Mic[{Srmill Company Model,Portfolio Fund. rl portion of these indirect ! Index Fund seeks co offer long-term capiral growth by Costs consist of the managcmcnc fee paid co VIA;For. investing in a portfolio char will approximate the management of The Vantagepoinr Funds. See inves[rnenIf ch;iraccerisi ies ai,<1 performance of the "Explauacion,of.Plan Fees and Fund.Fees :ins[ Wilshire 4500 Index. The Fund is invcsccd in the Expenses' for further informacion, including Fees Vantagepoint MidISmall Company Index Fund_ payable for account maintenance and plan adminisrra- [ion services. Sisirabi1is}•• for Investors: The Mid/Small Company • Tod _ e�: Fund might be suitable if}'ou Seek an invCS[ Investment Risks: The proporcionate amounts men( designed ro provide passively managed,exposure. invesced by a Vancagepoine Model Portfolio,Fund in to small- and Inrd-capicalizarion.c mp,nie,s_ The each underlying Iind,are exposed co the risks of char returns on these companies tend co be more volacile underlying, fluid. For example, the porrion of a than ]anger-capitalization companies, and you should Vantagepoinr Model Porcfolio Fund,char is invested in consider the Mid/Srnal] Company index Fund a long- the Vantiigepoint Growth & Income Fund bears the term investmenc vehicle, risks of ail.investment in chat fund. Each Vancagepoinc Model ['nrcFolio Fund is diversified among various asset Overseas Equity Index Fund classes and each reflects a different degree of po[en[ia(. . ._ risk and reward. ' Investment Objectives:. The Overseas Equity index r Fund seeks co offer long-term capital growth and diver- Asset.Allocation; The allocation of each Vanragepoine sifie;ii:ion across countries by investing in a porrfolio Model Porcfolio Fund across ;asset.class s send and Fly-, that approximates the iueeg€menr charac[erisiics and ing,Vantagepoint Funds has been established by VIA, performance of the Mo gan,.Sran]cy Capital n 1 affiliate of the Retiremenc Corporation, in its capac- Internacional (MSC1) Europe, Australasia, Far East ity as investmenc:adviser co The Variragepoinc.Funds, .EAFE) Index. The Fund is invested in the , _ . under che supervision of The Val!cagepoint Funds' Vancagcpoint Overseas E•quirkw Index Fund. Bo,rsl of Directors. , Suitability for lnvectors: The Overseas Equity index- r Model Forth-ilk) Fitiids invesc.iii Fund may be suirablc if you seek diversiFicacion and i the Vant:igepoini:Income Preservation Fund, the pri- growth pocencial through :iii.i,rve5l:n,eiit designed to man!objecuvc of which is to offer a high level of cur-., approximate che performance of the MSC[,EAFE rent income consistent with preserving principal and . Index, and arc willing co assume che risks asenciaced seeking ro maintain a stable net asset value by investing with investment in foreign securities, This Fund might prin3:irily in wnipped high quality short-and incerme be considered is a ci rnlalernentary portion of an overall diaCC-ECM fixed income securities_ portfolio rharconsis[s mainly of domestic equities and bonds. The Overseas Equity Index Fund should nor be Modifications to the Model Portfnlin Fund: Any relied upon as a complece investment prOgrarri, and changes made in the underling Funds, such as should be considered'a long-cerm invescmcnr vehicle. changes in investment ol>jecirives, may affect the - Vancagepoinr Model Porcfolio Funds that invest in che underlying Funds. VIA may alter the riser allocation of 01 k or more of the Model Portfolio Funds at its dis- crecion. 20 • , Rebse]ancing: IFonc con•ponent()Ca particular Model Portfolio Fund ourperrorms another component over sin} gi;err time period, the Mode] Portfolio Fund will become "our of balance_" For example, if the stock component oFa Mode] Portfolio Fund outperforms the bond portion, the allocation ur the stock portion will - - increase heyniid tilt predetermined a]lovftion. A roam- , • ria] change in the pcedercrmined,allocation affect both the expected level or risEc and the potential, for , • gain or loss., • monitors the perFb,rmance and percentage alloca 'ion of each Vanra epelint Moclel 'Portfolio Fund_ From , • time to time, it.will be necessary to transfer assets from, one under]ying Fund to anna'•er in order to rebalance • Model ]'ortfo1io.Fund. • • I , I • i 21 � I , Model Portfolio Savings Oriented Fund • • Investment Allocation and Objectives: The Model The Fixed income porrioiti of the Fund is anchored by'a C'orci'cjliu Savings Oriented Fund is invested in a single, substantial posicion in the Vantagepoint Income ' r i rcgisccrcd mui:ual fund, die Vancagcpoinr Model Preset i:ion Fund, which wpically provides a'cadsis- ` Portfolio Savings Oriented Fitiid. This Fund is corn- tens and predictable wield with no fluctuations in price. prised of investments in chc Vanragepoint income While the principal objeeaive of the Fund is income Preservacion Fund (65%), the Vanragepoiirt US and preservation of principal, exposure to U.S. Covcrnmenr Securities Fund (10%), the Vancagepoint. Treasury and agency securicies will cause the Fund's ncr •Equity 1nenirte Fund (10%), the Vanragepoint Growth asset o;•;.1.14/1.: to tlucruate somewhat in response co 8t:income Fund (10%), and the Vantagepoinc changes in interest rates. The Fund'•exposure to international Fund (5%)_ stocks provides die potential For some proreccir,lI against inflation and capical appreeiatian than would a The investment objectives 1)f the Model Portfolio fund consisting'only of stable value and fixed-income Savings Oriented Fund are preservation or principal, securities_ reasonable currcnc income, and some growth in princi- pal with minimal risk. Suitability for Investors: The Mudd Portfolio Savings Orienced Fund may be apprapriace iF you are Investment Strategy and Portfolio Management: seeking to preserve principal with some opporcunicy The Model Portfolio Savings Oriented Fund is for inflation proteccion and grouch_ The Fund may be designed co pursue conservation of principal, reason- suitable if you have a low tolerance For price flucr,tci- able current income, and modest growth without cion.s and/or if you wish CO ingest i r the short term. undue risk, h acrempts to achieve chose objecrves by emphasizing stable value and bond (fixed-income) investments (75%), vrii:h the remainder invested in Funds fe:ri• ring holdings in larger conmpsny domestic equities ('?O%) and internacuni,I equities (5%). • • 594 International Fund 10%Growth & Income Fund 10% Equity.Income Fund • 65%Income Preservation Fund { • 10% US Governmont ' • Securities Fund I 1 1 Model Portfolio . Conservative Growth. Fund ' . Invcstm,nr.All L,,]tic,n ;Intl objectives:• The._ odd Var]tagepoint Core Bond Tndex Fund complement : - Ph)rCI"t]lico Cnnsery ll:lve Growth Fund is invested in a each other by arleirlpang rn provide sr,able re1:Lurrls, ' single, regisrered mutual Fund, the V ulragepnir]t Mrorlel consistenr income, and broad access'co the houd.mar- PortFolio Conscrwacivc Growth Fund.This Fund is ker_ This co r dinac;un Offers the potential for a higher comprised pF ii}vastmenrs in'ate Vanrage.poi]LI'.I1Icorue yield, bur'with more volatility, than'an investment t ' Preservation F.iiu (5O%); the {im1;L i.50i nt Care Bond exclusively in the Vancagepoinr [Li M to Preserv:irion Index Fund 00%), rlie Vantagepoinc )equity Income Fund. Fluid (10%), Cher intagepoinr Growth . Tncorne ' ` Fund (10%) the Vancagepoinc Growth fund (10%), The Vancagepoint-Equity Income Fund hocuscs on the Vanr-Lgcpoinc Azzressive Opportunities Fund (.5%), larger, dividend-paying common stocks: The ' {in(I dm Vantngcpoint 1nv:m:3 i0nsd Fund (5%). Vanragepoillc Growth & Income.Fund,Vanragepoi I. r - ' Growth Fund: and VancagcpoinC Aggressive The. investment objectives of the Mode] Portfolio Opporinuiries Fund gild die potential for growth in Conservative Growth Fund arc reasonable current the stock portion 61die Fund. T.nterriational equity: income and conservation of principal, with a modest exposure through investmer}t in the\+aIIiugeppii]t i emphasis on the potential for capita] growrh. Internacional and Aggressive Opportunities Funds adds - diversificarion co the Fund-and proyideit the potential 1 1nvestnrent Strategy and Portfolio Management: For-additional groi.vch_ - . • The'Model Portfolio Conservarir'e Growth Fund has a . moderately conservative 355v1:allocation favoring cur- Suitability for Investors: The Model Prori:Folio rem income enhanced with the potential for growth. Conscrvarive Growth Fund may be a suirablc invest- . It seeks to accomplish this by distributing risers nient if your seek fairly predictable current income but between fixed-income investments (&]%); and equities also desire the opportunity for higher returns without (40%): which pec)vitle the pc]G nt;.Il for greater growth, high tiolaciliL'. Alehnug]ti less r]�:L]t 1t:LIF 1:he T�fLiid'is' invested in stocks, you should be willing to accept The +.sseis;ire further diversified within these two main short-term fluctuations ill the V7lLie of 1'4luir invest asset a LIB 4ries irinin the E eed iiic io ,l lot:Itl�]rl: JYLCnt_ This I and could he appropriate IF'ou intend to the Vancagepo]nt Income Preservation Fund and the invest for the in(ermedrue term. I 5%Aggrnisivp International Fund Opportunities Fund 1 • . \ r �`� b \ . --,-,„. 10% Growth Fund N 10 'a Grow-th & \ 1 50°,+o-Income tneomg Fund Preservation Fund f10 '6 Equity Incomo Fund 10%Care Bond Index Fund -213 I' r ____ _ _ ___ __ _ _ _ _ ._ r -- - Model Portfolio Traditional Growth Fund t. investment Allocation and Objeccivesr The Model i sine investmews such as [he Variragcpoinr rLimh,8 Portfolio Tradi[ionli Grovedi Fund is inves[ed in a in Income Fund, which seeks growth and curi+enr,incan1c; ;lc, registered annual Fund,..rhe Van ca cpoint Model the Vaucagcpoint Gtr}wish Fund, which emphasizes Portfolio-Ftadi[ional Crowthihuncl_ This Fund'Ls corn- et,mp;tiII Vs WI 11.prospec[s for above a. rtge gr.rein 1l-ill prised.oFin.'cs trot nts in the Y anra .paint Income 1 Opportunities and, [hc antagepoini aggressive, i �. Preservation Fund,(30%), the Vantagepc nt Core Bond Opportunities Fund, whidi;7nve$rs In smaller galttPa., Index Fund (1U%), he Van[agepoinr Equity. 1no.7nle,• rues„ The Nirrantag,epoine ]nLeriLdriona] Fund invests i? Fund (10%), chc Vanr:IgeE, pint Growth & Income principally ill the canlnion scOCks 91-coi ni}alr•ies head- Fund (15%), rite Van[agepoint Crowch Fund (l7`9 ), - quartered oucsicle the,L1.5- and adds a finallevcl of the VMnt.aggepoiiic 1ggressivc OpporRiiiicies.Fund dive si iC:Iri911 :ill Li upportuniw For growth in,principal. {19f,), and nceFantaepoi��L ]il[ernasional f=und ,` .<< (l %)- • The fixncl-inc4 me purl:ir,n of[he Fuud is anchored by:1 substantial position in the Vantagcpoint Income The iitvesrnlenr objcctivts of Lhe.Fund are moderate I're5 ruatialn Fund, which typically,provides :1 coitsis- ca ical groWTh and rtasonallle Cu,ilenr income. lend.and predicrable vicld with no,thictuaLiciris in price, f The allocation iii the Van[agepointCore Bond Index Investment Straccgy and PnrtFoiio Management* Fund inay provide a higher yield :told bruad access. to The Vantagepoint Mode] Portfolio Traditional Ciro.vtli [he bond marker.,but includes i.vwe vola[i]ity [ban an Fund's asset allocation is based on the rn�clitic �l:E! defi- nition invts[mcnc kolu5ively in ehe Vailr epoinc Income. t oia balanced portfolio, with-GO%.allocated to Preservation Fund. stocks and 40% io fixed-income. This osSet mix is, , - designed to provide [he heretic of the higher,reoirns -t Suitability,for Investors: Wirll more than half of the expected from sroelirs while the income generated by -; Fund invrsrccl in shucks, including growth stocks, ;i. Fixed-income securities i.lac.uld dampen Fund volatility. rnrorlerare level Of volari]ity should Ike exl}ecred- This Fund may be s,iivible if you wish co participate in the ' The quip.al]ocacikn is Uroldly diversified'arrtcng ,returns elfpecred From stocks but also w,anr rn maintain large-,,medium-, and small-e piraliza[ion stacks in cure predio[abiltry obtained .1- TO ■, 30 percent invesc- both the U.S- and abroad. The 10% invoted,I4 the incur. hi the V•intagepoiit[ Income ?reservation Fund.' Van[agcpoint Eclttity Income Fund Focuses on larger, This Fund could be appropriate iF rill intend to iuvcs[ dividend-paying, U.S- corporations. The remainiag for [he intermediate air Icr,iger Lerin- 40% U.S. equity position is allocated ro nlorc awes- , 10%International Fund 10% Ann CH.Sive ~�� 3U%Income Opportunities Fund Presumption Fund N ) ' 15% Growth Fund L.1-,:',.'. +. ':-.6{{; 10% Coro Bond Index Fund 15%Growth 8, Income 14%Equity Income Fund Fund 14 - - - . , Model Portfolio Long-Term Growth Fund Investment Allocation and Objectives: The Model Vantageptoint.Aggressive Opportunities.Fund, which Portfc�lia I,m ig-Teriri Growth Fund is invested in a sin- i,fve,Srs primarily iii small-.to medium-sized capitolizta- gIe', rc tStered_murual hind the NerAntagepoint NIndel [ion companies; and theVint,gepiiiiie hoetnational _f Portfolio l,.(Ing-Term �lnw[h}l und. This Fund is and Owwrce,ss Equir}" Index Funds, which invest prJnet- comprised, F iitvesintents in the Van[agcpoint Core p;lily Ott On iThin 'Unfit; of companies headquartered Rood Index Fund {2OTh), the Van[agc'point Emil ) outside the LI.S. and scn'e co further diversify the • Income fund 1.10%),the Vini.Lgepoinr Crow[h & f=und's equity cxposrkr . Tneoiiie Fund (205'0, the Vanragcpoint Cruv.'lh Fun,i (20%), the Vantagcpoint Aggressive Opportinuries. , The CF 6 Fixed-income portion of the alloca[ed Fund (15%) the Vent,gepoinr as:en:ens Equira• income to the Cure Eland Index I-und,which Fund (5%), and the Vanragepoint Tnternation,il Fu.id adds yield and reduces the impact ofshort-term price (I n%). volatility in the stock portion of i:be Fund. ]t also ofcrs the opportunity, ro pnr[icipare in change., in The ];ands investrnwni riliiecrive is high long-term cap- interest rues iltr nigh iilve;~r.inenr in high-quality iral growth and,modest current income- bonds- Investment Strategy and Portfolio Management:, Suitability for Investors: The sizable allocation to The Vaniagepoint Model Portfolio Long-Terns,C;rokvrh` stocks and the emphasis on growth stocks ins LII cltiis Fund has Fin9a allocation to stocks.This Fund should I,e cnosidered an a ressive investment, h high allocation can trsult in consider4,i,e growth in may be suitable,if you intend co invest for the long capita], but-also invokes risk of loss ire rite evenr of tern (]O years or more), Sire seeking ct rllnxinitm'e prin- adverse developments. Within the allocai:ion rn smelts, cipal grew[h, and ire willing t{, accepe shot[-term assets are are divided among six Funds; the ' cs, which rn I> be c,tlisranrial, in the Expectation that � Lx iLI1dEl'I4'L11� _ _ _ . Vanragepoin[Equity Income Fon,l, which focuses nit those leases may he recovered over longer investment large dividend-paying common stocks; the periods V',uti;tgeptnn[ Cjrowth Fund, which en-Thal-dies growth compames, the Vanragepoint Growth & l.ic ir'oe Fiutid, ,J . which seeks gr.mi:h and current income; the 10% International Fund 5%Overseas Equity Index Fund — �� 20%Cora Bond rndCi Fund 15°p Aggressive ' Opp artun itios Fund __ 10%Equity. Income Fund 20%Growth Fund ""' ' 20% Growth&Incamc Fund 1.5 Model Portfolio . _. - AJ1-Equity Growth Fund investment AJIkcation and Objectives: The Model ' Fund, which ine+rses On large dividend'payiatg stock.;` Pori 1 liv AII-Equity Growth PUnd is invested in a sin- the Vantagepoin[Grow:th & Income Fun 1, which scoL�s gle, registered n3ueutal hind, the\Tantagcpoint Model growth rind Curren[ income; the Vancagepoinr Growth Pori-Folio ALI-Eirity Ciro}i.rth Fund, This Fund is corn- Fund, which cmphitsizss row[h'cornpanies; the 1 prised of investments in the V;,r,1;igepoi nt Equity Van[agel�oinr Aggressive C pportunicics fund, i rhich ],]comic Folic' (15%), the Vantagepoinr Growth 8c ' invests primarily in small/medium sired cipit,alir„Itivn .. Income Fund (20%), the Vant:,gepoi,it Growth Fund companies; and the V,,nr gcpaint Internacional Fund, (25°l0),the Yant4cpoinr Aggressive epportlin Oppr in Ii tes which invests in common stocks of companits hcad- Fund (20%) mid ehe'\Tant:igcpoint'International Fund ' crinirtered outside the US.' and serves o furrlier diver l,., (20%),i [he ' . . "the Fiincl's inwescrnont objective is co nfffr high king Suitability For Investors: Since the !,ntagcpoint, [elm a pii,,l gr(nvtb, Model Portfolio All-Equity Growth Hind consists s{1W ly oFequicy In4res[me,3L_S, this Fi rid should be con:id ' investment Strategy! and Portfolio Management! mid an aggressive invesrmen[. Jr may he c,eil;,ble it The Val ncagepoinr Model Portfolio.III-Equity Growth you ,are nr. ,ggressiver investor socking capicaJ -1 preci,,- Fund has a'100%allocarion CO underlying Funcls that [ion; in[cnd [o invest For the long term (]O years or invest, under'ncrmal cIrLILmstancrs, a[ least 809#, of more), are seeking [o 'maximize principal MWrrh tiviih- their assets in'equity securities- This high ,�Ilc�c:atiorL our regard [o current. ine�priie; ::11-id are willing to accept. b � f3 can result in considerable growth in capii,'MI, but also char[ [um losses, which may be subscanial, in [he irivalvr;s risk of Loss in the event of adver a develop= expectation that those losses rn,a} be. rcxowcrcd over menus: This Fund can l,er expected co have the same IL,Erger investment periods. degree of vt,Iacil]ry as the rock market.The Fund's assets are allocated ;Iruorng Five funds [ha[ invest in Large-, medium-, acrd small-company stocks in both the U,S, and abroad; The Vantagepoint Equity hicr,rnc 20% kntornntinnal Fund • 15% Equity Income Fund '• - :., ,, ..-7.1 20%Growth Pe Income Fund 20% Aggress;we Opportunities Fund 25%Growth Fund 2 Prospectus for the Vantagepoint Funds. -The net-a set'value cif!units in the VantageTrust Pumas will not be the carne as the not asset v;�lue of the shams 1 The foregoing summaries arc not complete descriptions of the underlying Vantagepoint Funds in which the of the Vantarepoinc Funds shall serve ;as the underlying Vint, eTruct Funds are in r ced. Because you pay the- I portfolios of these Vantage-Trust Funds. You should Retirement Corporation's plan adniinistririon Fee_ corsuli: she Vantagepoint Funds prospectus befxrre.you which is included in-the'.VantageTrust Funds' calcula- invest. The prospectus may he downloaded vi:L.tlie!i r. r ion of unit-values,-the perfarrnancc of the - internet.at the Retirement Corporacions.harnc page .; - VantageTrust Funds will always lag thac.nf rltie-uuderly- {the address is hcrl�_YJw,vw.icir rc_org}, or you may ing Vanta epoint Funds. As a result, the.sharc values request a copy by contacting 1C'M, -RC Services, TIC, of the V;rnttgepoint Funds that are published in your.' r at.1-800-669-7400;or by writing to; newspaper-v,"if Liar be the s,irne as the-unit value of i„ . . - , , your investment in the Vantagclrusr Funds. ICMA_RC; Services, LLC: ' 1 . _ ..- _ _• nce Vanra epainr Funds • Information regarding your inveermertis in she. cfp.ICtMA Retirement Corporation VantageTrusc funds May only he obtained directly • ,,.777 N. Capitol St.,N.E. , - From the Recirerneni:I rporasion and ciryriot be ij ,-,Washingtciri: DC 20002-4241 obtained from the underlying Vanragepoinr. Fund. Operation of the VantageTrust Funds Participants will Rat uotc the shares aF tlic Invested-in the Vantagepoint Funds:. . - Vane. epoin.r'Eunds_ •TheTrucs,. as a shareholder of the ...� _ +,„, V;Luta epoint funds, will-vote the shares in accordanc " lc is irnportant for you.to:know.that the,underlw'ilig • with procedures'-approved by-the Board of Directors of Vantagcpoinr Funds in which these VantageTrust the Trust Company. Funds inkress are nor offered ibr s;LIL directly by the Trust. Arnounts invested by you,in.these VantagcTrusr. Funds are, in turn, invested in the name of the Trust, , , net,of administrative fees and expenses, in the shares of , , she design,aced Vaiiiugepc,irat.Fuiicl. Tn othtir words, ._ when you,invrstiinionc oFthcsc,Vanta¢cTrust Funds, you buy{and owri) unite in filar VaiinigeTrust Fti,Lt r: and,dc.7rLLst in turn buys.{and o�k�ns) the share.;of ilie ,._ i- 1, corresponding Vantagepoint Fund. ... , . ' I' Units in each of these.VantageTrust Funds are available, ;- „_ l for.purchase,and :ale each-business day'at a price based , upon the net asset value of the Fund_ac the close of businessron that day_ The cxlculasion 4-...17 the net ,asset. value of each VantageTrust Fund takes into account the -- •-■.! • ; ; , r n Retirement Corporation's asset_based plan L'Idministra Lion;fec , asset-ha_sed Trust Fund expenses, Ind she lees a.,l . and expenses of the underlying antacpoint Fund in . ,. which rhe_Vancage rust Fund is iii erred. ' l` ,. - . ' ' . ..y; . . _-, i - 'ni. _ . , .ti - i 1 "4_ .,- i t 1 i II , 7 Ile Risks:There are different edpes f invest- ` lrhough invescrnenr in the PLUS Fired is grit wichnur ,,1 VantageTrust PLUS Fund . ,., _. : ,.. . , . risk;arid femures of t...li, shirr asst rLVesn71CDE risk, ncc l t'rirement Cnrporarion,-which merit contracts. Cenerally, iltivesrincnc coil rpcts are nor serves as i'nwcsrmenn adviser tc, the Fund, seeks to assignable or rr:,rsferable without the permission of the • reduce El ie iilenciFY•,ible risk Facc&rs nhrOtkgh ;1,13,alysrs of ' II I5S11er. POI' I:hac reason, these 0.5ntracrs often include the financial serengch of each contract issuer and, in • non-standard ncgcFUaned learns and do not C1ade in an the case OFscparane accounr and skntlYeCic invesrnlcnr • The VancagcTrusc PLUS Fund (the 'PLUS Fund') is a kec value. Iinvestors recei've 3II'of che interest and gains esral lashed sec+ ndary �'rrarker, opporruniries for resale columns, b}'setting guidelines the issuer must follow stable value Fund Chat invests in i11 'csCmcnr contracts of 1:11e porr.Fnlio, less Fees and expenses, over time. The are severely lilnitccl_ kvirh respccC co the quality of t]i securities supporting ISSIke I) financial•tnScicucions. The Fund 15 governed Fund owns Che.assets in the portfolio, W]lieh C]iminates the contract. 111 acIdirion, the Reriremenr Corpar cioii , Icy l:lle J1c gcTrtLSr Board of Directors who, in coil- che counrcr parry risk found in.traditional ( ]Cis. A Cradirion�l LIIYCSrniciit C011l'r act iepl'eSe11Lfi;ail oh1L a- reviews periodic illy Che risers underlying nc�sepan�re }unction with cheiRctircmcnt Corpurasion., reserves the Uon solely of the issuilIg financial instirucion co pay a • accoun1':i3t[� Tubed,: contracts. Sonic C(IIL:'r;acts per- , 1 1 i righr ro change the•Fiend's policies from title ro rime,. , Separ;�Ce accounr synthetic porr.Folio_e are composed of I specilied race of interest for the Full corm of the cn' ink the Rerirenlcnt Col-pon1tion to require changes in marketable fixed-income sccurirics char are held in a tract and t repay principal according eo Fixed scl�ad- those assets. Investment Philosophy and Objectives: The PLUS separacc account controlled by the issuer. Unlike the ulc. Insurance companies have commonly referred to i Fund seeks to provide maximum current income coin- wrapped synnceric contract, the issuer controls che tllrse cor1rracrs as "gUarannecd invcscmenr conrracts' or The Rt tiremenr orpor3Cion conducts in-depth credir • sistenn with'preserving capital and 'reeling iiquidiry . assets and returns offered to ace wilt holders may he GIC;ns_ Such contracts are slot: ho wever, guarannccd by analysis (if financial insrdnJrk ns co compile a Ii.;r'oF needs. • , k;,, less than actual e:irnings of che portfolio_The scooters the U.S. Government or aiiy ageErty thereof or by:airy financially eligible issuers from }ul„elL VI Exunchase :acX ILJ1t Feal:ure nlicigares some'of the counter party other entity. Funds placed in a traditional investrnene inve rulenC contras ts. Crir ri:� for eligibility on the list JnvesInient Strategy and Portfolio Management: risk found in traditional GICs. contract are invested by the issuer in various aSSCEs Chac Lncludc factors such as issuer assec qualL(3; bath preseit1: The PLLFS Fund iovescs in;a diversi i d portfolio.of ., IJeedrnle parr of[Ile issuer's general invesi:nlenC account. and potential;iltlt�l; capital adequacy; produce mix; prof-. high grade investrr,eIL1 coal:races and bond portfolios: The Retirement Corporation manager ri:adia:ional CICs The only assurance of p;lynienl:cif principal and Jnccr- irabiIi y; and competence of senior an:+nigemenr_ The ' char are kvr;apped by insurance coJicract5 ro provide sta=' in a laddered maruricy srracegy(e.g., quarterly n1:�iiti,- csc of the investment conrract is the financial strength ] eriremenn Corporacio�Y also lakes into COnsiderarion :d of the issuing company. ratings as to the '4C iins paying ability`' available laic value.and capital presen-arion. Cash investments :ire ries) so Char maturing C1Cs provide liquidity and are '' g l g` 1' g �,�I' held co provide liquidity For payouts. The PLUS Fund's reinvested in a uniform manner, T�iis eliminates the dlTOi.gh 1'Ire Ei1 L OI' iI depCI dCl1C rating services• pornfoli0 may include different types of invescmcnc e t:'Uf marl(et timing and provides for smooth Iii separarc account investment.ent.co11CracL5, the Oblige- (r t-ody's and Scandard IC Pool's). 1 irve,Sfn1e31I:will not contracts with a variety of negoctaccd terms and mate- returns and mode1'ace reln4rCSCn1cJ1C risk. CIOl1 to pay. ]JrinCrp;Ll 3nd incetesr is an-obligation-l:hal:,. be made in any issuer without 3E1 ;iCCepnable high qual- riries. The objective k to obtain broader di ersific,ation ', ' may be secured by che debt securities (bonds) unduly- iri.r rating. In the:ease of insurance companies, rhea • and higher returns than can be obtained b4'al]occing all The Retirement Corporation i rnpleine�rts its syrii'13ei is i�1g che contract.The underlying securities for the con- issuer must be raced Ala or above by b$oody's;La:the I li Funds deposited its , designated period co a single strategy through a multi-manager approach with each [ram held by the Fund are niarkeiablc.To the extent time of in\"escrnenc. issuers in other Financial service invesi:rnenr contract with a two- to five-year maturity. manager focusing on a diffcrciic scgnlcnr ofthc yield Chan nhc market value of che securities underlying the sectors rnusr have comparably 11i h independent credit I' The composuion of the PLUS Fund portfolio and the curve.The niulri-n-ianagcr approach to fxed-income • contract is not sufFicicnc co pay principal and inneresn ratings. '' allocation tO various fixed-income inveefnlenns sectors investing provides inve.stors with gre;Ller return ponen . 35'. prOlniSed, [he issuer is re ]N}ilsib]e for funding che will be based upon prevailing economic and capital ti;al at lower risk_ - sliortF-L[]. Separate accdrunr. iatvesrinenc contracts setter Reserve Account: The Directors of the V3nnagcTrusc 1 marker conditions, as well as relative.value;analysis- enhanced prorection from counrcr party risk, since the Company established a reserve account wirhiii the -1-he portfolio will always be well diversified across sec- A minimum crediting race paid to investors will be - securities are held in a separate account of the issuer PLUS Fu1Ldl. The l�urposc 'Ache rrscr4'e;act, +i�11:was • tors and issuers- announced no less CI,;an''nvice a �'ear.'The return crcdir- and, although . 'ric;d by the issuer, are not parr of its 11q 3ccounc For the credit risk that xisis in the fixed ed io•your!accotlnn'will be che r� earer or he sactual general iri esrmenr 3CCOUnc, income porCfoli,JS underlying.the separate account and ! Investment Contract Descriptions: A l:r:iditional C,;]C portfolio return or die announced minimum rare. ]f S�nth i'i( ii34'eSl:'ne31C COLICraCES held by the PI,.US Fund_ is an•unsecured ,)blignrioEl of an instinucton nc pay payments are required i:o support r11c nl ill ihlUln rate, Wrapped synthetic investment contracts o1Fcr che salve ji ' 1 principal and inreresr For the period specified in the s,Ech p;Yy menrs Will be Funded by aril acceleration of investmc nt clr,racrerisrics as insurance cv,npfny sepal- -1-hc reserve account w,s funded v.'ith deductions from 11 1 contract_ Assurance o rrnci .al ;and interest i}Erle�lt is 111CCresc, OrherwiSC a able ac a later 1'i3E1e. ]i1 l:he esrenr rate :iCCOLI11ES, btLr Unlike a scpar3Ie accounr COLICracC PLUS Fund earrtin s as 1eC011lrncndcd by the 1. approved h Che Directors III based solely on therL:i�icial srleatdl of die issuing chat intcr+st payments are accelerated, less inmresr Will' die Fund maintains ownership of Elie assets. In a syn Retirelr7enC Corporation and appru y I e3L1:iIy_There is no secoaldaly trading marker and, be paid in Ial:er periods_ This will reduce returns in. chctic investmeit1:contract, the underlying securities are °F nc�VantageTrust CLinrpany. 'T he Directors of the therefore, cancracrs arc valued at cost plus accriredf chose lacer periods.The minimum rate is i,Lre�,ded no held in a custodial accoainc in the name of rile.Fund.' VancageTrust Company and the Retire -i Retirement Cnr oration each have determined ro no longer fund �' I interest. That value v..ill taco he impacted by changes in provide a known minimum revise' for use by plan , ' - , P � iIY1�eresl' rates or credit qualirj.". sponsors in a given period_ lc does no provide any The PLUS Fluid normally invests no more than 20% this accounr and tie clamor accounr,will be redeemed addiriona] assurance OF repayment of principal, ilor ,}I'its :assets ill contracts of any single issuer;akhough • gradually over a period of 24 months commencing A wrapped synthetic_cantrlcl.is a ,1larkelable Fixed does is increase Icing-rant yield_ certain ciraalrnsranccs, SnC11 as lle riming of contract - • October 2002. ' 11 income portfolio v.'idi an insurance wrapper agree- rrlaturiCies, n1,y' CaL1Se the ]wild to exceed these Iii irs 11 mermr_The wrapper agrcemenc permits che portfolio to renip,:- ,1'L]y.-1 o order to offset reinvesrmenr. risk (1_C.; ' Suitability for 1iivestors:TI1c PLUS Fund rimy be a I:il be accounted for:1t cost plus iIL1re,S1: r,al:het' rhhn roar- !ILL risk char a.substantial aniciu 1C of the principal Will ' suiiable invescmc11C if you arekeeking relarnre Saf'ry Of mature at a 1'iine of relatively low interest rates), the principal, a shore-tern, fixed minimum race of return: Fund's portfolio may be diversified ;ilrurng fixed, • and nce poc;ntial io earn'a rcnirn above that slI(rrl:- indexed, and Floating inverts'. rake contracts, and will term minimum race. lnr�esnments in the Fund are DOE be scrucl,rred it 1114)1d conu.acns containing a varitay of subi.ecr co FIuccoatdon in value, and there cannot be a 1 - J11,aturicy daces and payoau oon agalratuurs_ 29 r, , 1 i I n five reiiirn in ,kl eriorl ab9cnr default b unc of PI US Fulrrl cIi iiId atn laat er he made ;ak it able as nn ' VantageTrust Mutual Furnd. Series� ehe rr�a}nr flralrcial iitistiwCions issuing uw�fer;3eis far th� in4esl:n3eitil:alrernaCik"e in Chc L•'rnplo}-crs l�lan or iFrltic . Full i- How veT, Chc Fund leas no 1,rirel1rial For Emplo}"cr were Co rcplacc die Rctircmcnt Corporation increased principal frorn Ira Ili%g gains, since there is no as it plan admin.si ratekr, or if the T ctlremcnt Cradin g market.For inr.- ' er con;racrs- Corporill 1,3k xvere ru resign as plan aLlmirlistrator 11-44, tment Adviser: The PLUS Fund is managed The Ra_nscmenc Cnrpnrani. n, aci:ii1g in Pie capacity as Each Vantage l rust \1ucual Fund .Series Fund inv. is n inn all, rarics from a Lhree- io si.-ye,r rime Frame directly by the Rccircmcnt Corponatn. n. inkesrnnenr adviser rn rhe'Civsr., rerun's toll discrcrion ,A Id, uti the silo res of a single designated clued pails - based on P]1M'MCo's Forecast for inierese r l:es_'rhe Fund m fund Employer u"il:hdrativalc in an orderly manner mutual RLn{I. The inragcTrusr Mutual Fund Series is subjccu ro [FL c gene-dl gener-dl risks of board ink"erring--1'hc F different investment ca[efiories.At' Fund i w I el it ,, r includes .1 vatic n t d n tsts so r ! sl esf tl7c P11viCC) rotor I Inscctment PerfnCmance: [klvf$I.k7leat[ i}CfFOrR7an{C OY-er d peril of ROC n161-C [h�❑ 1_ months. Tf�is is r} � Y For the PLUS Fluid is presenred on the basis of annual- dolke irk ,Li I eFFort to Icsscn the negative imp.1.0 ch lc a i[,e discretion, rile VanrtgeTruA Boatrd of Directors mazy Return. Fkkl,d. iced effective yield {a rare of E E1JC11 which 41sstt3nes rein- ..lib.i.lnclal 0 ithclr;i4val in ti, Ii ivc on die investors who hake chrWgee Co the' s ails,geTrtlst 1 inl ual Fund Serie,. vae[men( of incomc fora period of 12 mnnclis ar 11kc remain in the )'und, This its'riotion pn 1~mPloycr VT PIM O High Yield Fund (Admiuiscrarit"e Shares) y Interest rare experienced during I li it rri milli and is net withdrawals from nc4 PLUS luik3 clrkes Clot apply to !leasa Wore, Me fa}f pit irr rl orrnadrpt! val c's }parr€I47f- ;seeks"iilcornc and c tpitll.tppreciauan tivhilc srt king III of all {ccs and cx ekl5e,s e.c a ]r I'clr ili0 !p�licablc an. withdrawals intro the.E.m Io �er Plan or the Funds 1.il�!y le +72Yr..e1 ire the l Tfldelle) 14•lai i Frxrr1, 14 cnrkl:ol cho risks associarerl V itll hig1k yield (' ,uk P F � 1 P � ac:oiiit In:iiik111(111Le Fee. EarningS,crEdited Co your .. that lyoil as;! Piaui pareicipalti ,nTy}vish r4 rri iICe, bond'°) invesl.iiig- 'lie Fund invesls in i diversi11ecI I To ouk1r,xvill he ncr of all fccs and expenses exctpt For There are oei;rain resu,ictions on ]'art iCip;Inc (MMn3Fer. 1idclity 1 1 1 vestmt nts closed the ivlagcllainEI Fund ro porc1 Ili .primari!y consisting of high yield securities the applicab]c account mainccnanoi Icr and evert- From Tilt PLUS 1=und (scc `:Transfers and Allocations nw}v I I I,,CstIklenls .1T' C ixre October I, 1707. Under the rated below investment grade, bur ar]cast B by II I based fccs (iE applI tble}, An7oop f=unds"). Reriremenr.Li. rporaunil's citraelki-under standingwid. Moody's or S&P The Ft13LLl is subject to the general I 1'i4e[i[)''1nVC4im£nBi, in Employer Plans administered risks nl I c yid ins esrir1g,;as well as t1LC acIcliti1}nal risks ii1 R scriccinl1; tin Public.Employer Withdrawals by tht Rcuremcnt Corporation b t Fire tike ;ippliclblo in}res[ing in Woo ink"csrnitnr;Cade securities-'1-he ° Public Emp]o}"err may require choir cntiployees to }with riot of cIosur& (ii) F!n[)Iuyer KU OF 1 hai: had ;koter. is Fund invcsrs soldy in shares oE the 1?[MCO High Yield draw from file PLUS Fund, Such a total wiLhdrax�al I:his 1=iclelil:y Fund before the appIicab]e dale of closure Ftlakcl, either Chrourgh a direct arrangement with Fideli[}r or k � could occur 'Film Fkn[}Ickyer were rn decide [ha[ [he through another Flan rtvidor, or (iii) ntr�w Plans cscab- U.S. Equity Funds . p R Y fished 1 Fm Io err Lhae F. ele eli ible io nil 02,i in rlre The List of Issuers of Invrts#meet Contracts for the PLUS Fund and their Ratings by IMoody's y closed 1 Lind fill_IC other lInploycr-sponsored Plans VT Fidelity Pura an® Fund - seeks income and cipit;LI As of prior Co the closure, continue Co be eligible cc achieve gic wih cokosis[enL with re:Lnnrible risk. The Fund a } [} {��} inclircxt Teets to rho Piclelity Fund through the VT art' to achiel"e its objecrik'e by investing in a diver- AMC. alum Iii T?roducrs Ala Fidelil) Ivt,gellarri Fund However, This Fund, is shied portFalio consisting primarily of stocks and . I New Y1)rk I iFe Aa I closed Co ink"cstrneaic by Participants in all onc r hi lids,1F TJ- . ;L]Id frkreig�l eculsp:lrlies. nit Ftnic1 will Allstate Aa2 -. Ernploycr Plans invest appraxinnarcIy CIJ%01-!Ls secs in crocks and CE Lift A;12 onccr equity sccuri[ics and die rcrnaindcr in bonds and 1 1ctropoIirlrn 1„il'e Aa2: . The V'1.' r. R-w= ]'rice 'Small Lap Value Fund other debt securities; The. Fund is subject t tite rids L�13S Aar (Adk"isor Class) is no longer a}"ailablc is an inkcstmcrrr ; Lgsociared vrirli snick 'n Li LPL 4r{]]aILl.L, katd IF 1111 in 11- III John Flancock A;3 as 4 F1 icy 24, 2002, ]t ronk;tinS aw;t;I9I11e t, puns Jccc asks, The 1-und ]m"cs[s solely in shares of Chc 1 LT+MUMtni ll Aa3 esril,lislled +r ICI''IA-RC prier co dais•dtte-.Purchaves Fide]it. Punt tnL Fund, Pacific I' lurual Aa.3 of additional shares arc permitted For all pa[Cicipant . Principal LEI" Asti accounts iri.plan.. rsrablishc C[ prior to May 24, 2002. V ' Lord:alb ben.Large Company Value Fund (C]ass tcks n :liicknal AI A Shur II srcks Jong-rrrm growth 1Fcapital and 1 he ins'cs[nitnr catcgorics and ob)ecco es &I-he ,an cu.s; ,kleo]rle 111.11.11.a%eetisi 04 FIkluuli'D. ii$'iii in irkel. k;J,ke. Mnodyc ratings have the following definitions: Funds in the VantagcTrusr Mutual Fund Series arir The Pond invests in c0111111 crocks of lame, scar oned, skunrnarire(l bGI( w: I, . , U.S. and multinacional companies bclicwccl to bc Aaa Insiir.nce c pulp lime,. riced Aid Offer excepClonal FLnancLal Sci urlty, 'rink chc firiancial simobil' rkl'r]�ese .I]uler4;klued. The Fukl[I is sklbjecL to Llre Dekker II risk Companies is Iihely:ro change, such changes as can be v1 i III 441 cite E14 Si uEIIlikely rn iml)au El'LC Fundamcn_ Fixed Income Funds of equir}" !n4'£SciIl ]ih ['LLrLd ink'sr scde[ IL7 5}tares of Call}'strong position. 1 I the Lord Abbctr AthbarrLI Fund. Aa T,nsuranv:con]p.lihhe,S,i'aL1ed A k title] e}ccelltnt financial 9ccurlty Toyethtr ee]ch the Ma group.i:he; _cm 1 LLCL]CC VI PIMCO Total Return Fund ( dmlllLscratk'e .krhar re g,enerilly known as high grade companies.This,aro,rued lower i:h;in Aa, en lip aniec because Ion. shares} - seeks income and capital apprr Lim an consis Ctrl:with pr�rscrwatioli cFt capital 1}y inwesring in-;1 diver- term risks appear somcw hat bight r. sificdrkrefilin kf fixed L3lC{}nle InSrlkLR7enCi of ins* L I A Insurance contp,klkies rlled A rkli'er gpnd financial security [-lowcvcr, cicmcnts may I}, p!-es�nr lltat sugg�cst a � �' � ,. s e ]1'i iliL -CO im airarlenE sometime in Che Forurr. i rna uIritles. "flat Pund in.e5t5 in bonds across n nhi lc s 1 1' w p 11 band sectors including U.S. Treasuries, mortgage backed seclkriLies: c1)r nrire F.Aids and inrernarinnal SuFfLxcs usad to rrtpdiFv nc�s� ratings are 1 {hiiglr end aFrateltory), 2 (mid rangc} anti 3 (!uw end) � P I i; F h li rknds. I'II a4rc1age porclolac duration of Chis Fund 1 Inti'esrc solely in Che Lord Abbe[r Aff!]ia[ed Fund 30 1 1 11:1 i I': V'1 American Century®Value Fund (Investor Class)2 VT FidelityContrafund' - Seel{s capital atpprrciaeiari VT'f, Rowe.Priced Small Cap Stack Fund {Advisor International/Global Funds • , -seeks lOn -CCrm_Capii:ll r{}v,'l h 4M investing primarily ;�, by ink' 3Ci17 k}ri]n;iril ' in rile common i scticL.of comp.4- C1ass)4 -Seeks long-Cunt capital gro tli 1 > I Il4'estin ; in equity securities a,f sa[Lfll, medium and large comps- rates that are undervalued or our-of-favor. Ti .Fund primarily in stocks of st ial] companies. The Fund 'T Janus Adviser Series Worldwide Fund (Class T II'I nits that the rrnit�[aI fund irrana cr believes are under- - -invests in companies that are ex eriencin a: osiri%re invests in a}yids] , diversified porcFalio ofcommon Shares) - seeks Long rcrrn growth ofca ii,I l inuesri,F � p= E P � 1 P Y g valued at the time of pui chase. The Fund exhibits rite., f tenrio[Lenml change, as well as companies whose earn-1 crocks of U,S, companies. Stock selection may reflect primarily ilk q)Inanon stacks of U.S- and non-U.S_ I volariliryr normally associated with inv rnlcnt in corn iiibs potential has increased or is expected to increase either a growth or a value ioVeStaneltr:iplar41a AL_ The companies_The Fund has the flexibility ro invest on a iI mon stocks, The Fund invests scFlely in shares of rhe,-� ' rrtorr'Chail is'gennerally perceived'. -I�he ht id ni i be Fund �s subject ir} the risks rissocJated v.rtth investing in world%viLie hasis in companies ar'd ri her organizations American Cerssury Value Fund. 1 appre priare if you are willing ro ride our stock inarket common stocks as well as rile risks involved with • of:Lily sire, regardless of co tnuyr of organization or fluctuations in ptirsnit�'of pa renrially high lank-Ceriii'- in%resCi�l in sm II Corstj anics, The Fund invests solelyl. place of principal business acnvlry. The Fund invests " . VT Cabelli Value Fund {Glass rl Shares} - seeks long' retnrit5, The Finid is SUhjec1: ro the generitl'rlsks of it Shares of i:Ile I. 1;owe PrICe Small C;apx Siv}ck F,Lnd. mainly in issuers from at bast five dJflcrcnt countries, term capital appreciation by investing,primarily in the • equ�ry investing.The FLAnd invests solely iii,shares of _ • • including the United Scares, bur [na}•ar times invest in T' � . stacks of companies That the ni,[1:i,;4I Cures investment the ]'ideliry [Fi�tril7irtid' VT 1'. Rowe Price®Small Cap Value Fund (ftidvisor fetter thanF five cokulcries. -[he Fund is subject to the. � adviser perceives Fri be selling-:Lt piicee,subsianriall i . Class)' -seeks long-CCrm_capital growth by investing risks of investing in common stocks as well as she addi- belov their 3CI,LaI kyorth,a�yhich may offer signiFicanr VT Fidelity J a cllan 'Fund= pelts cagiest apprccia primarily in small-Capitalization companies-whose'cur- ; rional risks of investing in foreign securities, The Fund capita/ i1)1T eciaEion due to anticipated dcvclapricnts or tiara byinvtesdng primarily in conl'nrlon stocks•of rent stock prices do not appear to'adequ:�rely reflecr invests solely in the Janus Adviser Series Worldwide 1 catalysts parricular to such companies, The Fond is a dt r' ecl:ic and Foreign;issuers, The Fund i StlbjeCC Co their underlying v.IIue:as mensurecl by;LSCets, earnings., . Fund, non-diversified iIiveS1'nle�lt COIr1p,ily which.means I'haL [he' risk' Of LnvCscii g in Conlin{F[t :mock including rock Cash 110....y, or business franchises.The Fund will prima- , I I it Car! coneeitl'r;Ite i4e inveernlenrs in the soeuririe5 of a market volaCilir}','as wcll'is the risks of investing in for- ril} iitvesr in companies with a marker capitalization of VT Putnam International Growth,Fund Cla.ssA. ciiigk conlpan}'. Because the Fund may invest its asstrs cijn'securiCics, The Fund invests Soler- in shares of[he i}l billion or less. IJ1Ycstmcnts in srnakl, developing Shares} -seeks capital appreciation by investing anai[1- II i LIl rife securities of a;limicci number ofcompa�ilcs, a Fi.:le:1 w fvlagell,ne Funnd. ' companies carne greater risks thaln �nvesrme�tr5.in ]arg- ]y in growth and %,4lue sIM)cks issneri iky companies ono-, III &'cline in the value of the stock of any,}ne of these err, more established companies. This can increase both side the United S!:Lre,.. The Fund Invesrs plainly in II issuers'coul i Ira%'e a greater impact on the Fund. The V1''1'utnarli Voyager Fund (Class A Shares) - seeks irs'sliorr-rep nl price volatility and its growth potential mid- and large-sized companies, although it can invest 'I � Fund invests solely in shares of the Gabclli Value Puridi capital appn ciaciun by investing primarily in common over dine_-Pile Fund inirests solely-in shares oldie T. in companies of any size. The Fund is subject to the 'ii ticks of U.S. companies,. with a corns nn'grov.'rh f.owe Pricc0 Small Cap clue.Fund. risks of investing iPI 1)rIL,nI1rr SIOC• as %yell as the addi- pl'I VT Calvert Social investlilent Fund Equity Portfolio stooks. "f he I and:invests mainly iri rnid-'and large-' 1'io[ral risks of invesring in Fniei ati securities, The Fund �'I (blase A Shares) -seeks capital appreciation by invest siz{'d companies, The Fund'may be appropriate as an VT I VESCO Small Company Growth Fund I fl 'C is solely in shares of Chc I- cnam.Intcrnatianak inig primarily in stocks of companies in industries above=a+rerage.risk conipolierit oFari ovcrRII allocation' (Investor Class) -seeks longterm capital growth by Csray.rh Fund, . believ'cd to offer{}ppxrtlenllie5 for pi]I:eInl:nhl e;ipital '! ' Do SL[IC]ES in'a4el]-divel'silied illveernleir porrlAiG. The i in}'cscing primarily in small-capitali ;itiun •tom)3Iile; , ' • 'i�I, it reeri;�i:i{F[i :Ind krhieh weer the Fund's invesrmenr Fund is sub-etc Co the general risks of ui r investin . t icalI with market.C;L irali}arions under $2.5 billion ; Prospecl:ucec for each of the underlying.mutual funds Pp 1 c9 r} g yp Y p and social criteria. The Fund invests primarily-in The Fund iniNstssolely in.shares of the Putnam t r less at die rime of purchase. The Fund manager • in the VanragcTrusC ltuual:FFund Series may,be , stocks of large-cap companies having, Vii awerig , nr;4r \•cnyager Fnird. • ' ' ' selects crocks of companies in the developing stages 4)f obtained by contacditg TCIVTA-RC Services,. [,LC:, at II krr c 1pitali:Mtio11s of All Ieasi.il hillinn v irit•a Jlistor}' t' their Iifc cycle which limn earning. 1:I1;is are expected ro I-800-60-7400 or by %vriring rn_ . _ L' of srea'dy earnings growth, an'expecccd ability to sus-' VT American Century Uftra° Ftutd (lrivescar Class)' grow faster than the U.S. economy in general andIor I taiD Chis'-growth and'whose stack prick is favorably - sr ks ion -cetera c:ipit,�l gru�,�a'IL 1 y ;riwesri[� primarily Lisle rite potential for accelerated earnings growth. 1C1vIA-RC•Services, LLC , t e anrageTrt t lu�Lal Fluid eries priced % ith r s 7CI Io those:growth ex E ee itinnR. Ie r; in CC3liror°Rroees of can aliskkriti earnin a and rev- lnvcstnlcnrs in small, cvco in corn : es carry 'I Fund adheres Co a phi]q dply that long-tern rewards L' enuc groxh'considcrcd bnr'die fund nanagcrs'ro Ilavc • grcaccr risi�z than iiiwe.,er neniis in larger, more esrab- Cep ICMA Reriremenr arporation , to iltivcsrors'wil1 come Erwin thOFJe ar -Lnizations v'hosc a grc:4tcr-ili;�riLlivertge chance to incr ass in value Over ' Ilslied companies. This Call increase both the Fund's 777 North Capirol St., N.E.er 1,1 proclticts, ser}'iccs and methods einll;iiiCe rile Ii,Lili�ini taint.•The' nlay he:Ln appropriate inVeRrlllenr 35 ' Short-CCrm price volatility and its growth potential over Washington, DC 2(}00? 424[1 condition. The:Fund i5 correct ro i7- w a I I iii ha�ee C}f rile the general risks of parr of a dnrerSified porrfollo for invesiors with a king- ❑plc.The Ftin{l in jests s e y s equity Illvcs:LJig, The Fund invests solely in Shares of term outlook. The Fund's investrncnt str t gy tends to 1 IVFSC O Small Company Growth Fund. The prospectus may,also kit available via the Internet at, ii ,j the Calvert Social investment F4.1.1 id.Equity PO ri.folio_'E r iiscre se Drat Ii its s+Writ-rerrn share price voI;Li:iliiy and its the mutual,fund's home page. if any_ growth porential i)irer timc,'T]ti Fund invests solely in ' VT MFS Large Coin pany'Growth Fund (Class A shares of the American anrury Ultra Fund. Sllare03 - socks Iong=[CT in growth of tpit. I and future '', - u ° income as opposed ro currenr income_ "he Fund ' J . should cxllibit the volatility inhcrcnt ill inkcstmcnt'in I IIH growth common stooks. Thy Fund is also subject to I:he risks Car In%'eSEill in Foreign securities. The Fund 4 •f. Rowe Price is a registered tmde�nark of T. Rowe _ .• I invests solely in shares of rho MPS Massachusctrs '- Aincrican Century & Ultra arc registered cr denlarks Price Croup, inc. -ail rights reserved. V i Investor Growth Stack Ftnnd. ofAmeri n Century Se'rviccs Corporation.' • • 5 -File VT Pou lain It ccrnatianal Growth Fund will be , II 3 Invests solely'in I'M FS Iriassac]iuscrc fnveswcars renamed the V-1" Putnam Inccrnacional Equity Fund Growth Stuck Fund;' effective April 30, 20ff.3. I, 32 33 it , - — Irl 1 Operation ? the VantageTrust Mutual Vantage-CD Lire , ,, ,, 1 i . gm-wrr-- - , . , , I: 1 Fund SeiesFunds, , -, • ,, , No.:, ,, of July 1, 2003, the VantageTritct will no Interest: Races of re1'uni Ili r CDs'issued by the Bank longer at certificates issued y MBNA ar discI i d )n a monthly basis trough'Investo r ii f Services and through VancagcLink, the Web site>arid _i lnlrtdcuon - ' , Pricing Units America Ba nk NA. under its an tagc-CD L ni Existing MBNA CDs and any MBNA CCs'Our- VanrageLine.• Interest is'provided in'terms o1 annuall'::. Each ol'rl1e Vi�il:lge Cr�aSt h�i,E1:u;Ll`Fun'CI" eries FL��idS Units of each Series Fund are priced daily: in the.same chased before July 1, 2003,will continue to earn percentage yield (A.PY") and inrerese rate-' Interes t on ("aeries Fund")''is'o1Fered for sale'Jima!),by cheTriisi: nlanner`as the other VIIL1;tgeTrL1St Funds. The Unir . interest until their staled maturity date. CDs is compi]cFnded daily and credited nlontlil r,!Thy'• Each Series Fund invcscs all of irs'asscrs in shares of an price cakes inco'acc'ounc the net it value'oF the • • i daily balance Method is Used co calculate interest 43]i ' i underlying mutual Fund. Please noc. that you are pur underlying mutual fund and [he Fees charged'by the • The k][owing is disclosure of terms and conditiuils of the CO..This ircrhod applies a daily periodic Lnce&roN-i. chasing shares GI the Trtk5c. riot the unticrl}'ing mutual VL�1 1lg TrtI and paid co chc Reurenlenc Corporation', the Insulted Cereificacc of Deposic•Prograin offered by the.principal in nc� account each-day-. The inrerest'r�rte y y Trust in good order ! I the Trust. ]'lease-read careful) before invesori is aranteed until the in;irt,rlkk' more of`lhe CD,"'[Frne fund. TILe unit va[,Ee of our investment in the Series Purchase nr(ierS received l the y I Fund will nor equal ncc ner as-sec value of[he underl}r- will receive the•i3exr.calculated price of the Series F,ind._ CD is c]usct3 1 eF+)re die day'on which irircresc is credit- Fund plan"administration Fees charged • However, u1 some cases, is n I . , , pl t noc ii�cllLd ing fund because rlic'p May note possible to eFfecc general; Certificates of ( LS"} issued by ed, ;volt receive credit far inierear u ro 1iu by che VantageTrust Company are included in your the corresponding transaction in dhe underlying Fund i MBNA'Anlerica lank, N.A. ( Bank ), arc made avail- ing,•[he day of[he CD closin g, The stated anii,L3l per I Series Fund llilit value, ' L On the Sallie day. .r • ablelb •die. Retirement Corporation under is V:Lnrage- cencagc•yie[d'(AP?) i t.rries Litni' iiil'ei'e,S!'remains On .L 'Llnc- With h fee, exceptions- the funds being deposit until nianEridy. A withdrawal-will reduce earn- Selection, Monitoring and Discontinuance of • Please remember that the share price of he uunderlying deposited may not be tumsfera+ed without penalty ings. ' 1 I Underlying-MutuafFunds mutual Fund that is published in the•ncwspaper will • except'in spacial situations exhibited under the section • i lIl' not be the same. as the unit price of the Series Fund. titled "•F'arly Withdrawal Penalties",. A description or • Maturity: CDs}vial rnariire, ;li: the end of the applica- I The Recia+eanent(:orporarion Invesunene Division is ' lhe•e exceptions and penalties appe;irs below bet' term, on thr, lasr business day of[he month chat ' responsible For scicccin , with chc VantagcTrust Proxy Voting '.• cods the Cerro- (For example, a 3-year CD opened in H Company Board o1Dircccor' approval. and monitor= l Currently, ISO .r E'lunl-o erring de osic is rc(Uire(l the month of anuarir•2002'will mature on the last - lug the underlying,n,E4ual funds. The Rekirenieitt The Trust Company,, actin on t The Recirerrtent Corporation rest P 1 Pt PP Y- P � g } g p; y � h� Retirement p ores the right ro busincss•day GC-January 2005)- Funds Selo][ remain on ' .orporation.wi]I,nonitor r.l1e•per1Orlrlance of these Corporation's advice, will vnie shares i!.1.1[lie unrlerl: iiig,' establish a)1minimum opening deposit.in the future. • dcposit'for the si:ired teem, and may noc be withdrawn i funds alldl may From time to cirri(' reeonimcrid to the funds held in the Series Lund- i• I i, funds Lised to open 1'hi •iCD nlLlsl be transkrrcL1 from will on':' pena]c''except as described in the.section tided B4.511rd of Directors of the VLntstgcTrust Cornpanv that"1 1 Funds:Llready inaineained with [he Retirement 'Early Withdrawal Penalties," one or more or the Funds be chaa�gerl' �i ' , i - C.orporacion.' Transfers From the PLUS Fund ro CDs II'I!, offered under the VLnlage-CD Line are sLLb CCC co ccr-• Term and Renewal: The term'of the CD shall end on' 'ii IC the Board decides to discontinue the:offering of an rain restrictic,,Ls imposed by the PLUS Fund's undurly che'in3eul'icy [lama CUs'aFicrctl through the I;LaLr Lie-' �j1� • underlying Fund_ investors will be +give it 0 days prior t ir,g eontracr issuers- Direcc'CransFcrs bei�weii the CD Line ate riot autoln 11'it~illy renewed: A'r'macurity, k I notice. If you do not select a new V:lntagel'i•LLic Fiend , • . .. _ PLUS f=und and a ant;L e-CD Line Certificate of the entire principal 3mounc alld'a][ accreted irk-crest in which to invest, your assets will be invested in a , Deposit are prohibited. However, funds may be trans- will be swept inEO your Cask 'Management Fund with • defilLlt fund at the end (,f the na)i:ice. period. This fund - . 1.I' Fcrrccl from other investment opcions; including the Rerircmcnt Corporation, c,r 11) another fund.as - ' may be [he Series Fund r11ar has been chosen ro replace 1 c]pcioll5 Lnco which i'itru 14,115'from the PLUS Fund have may be desipL;ued, if the Cash Management Fund is the fund that is being discontinued orb( may be anoch-' ;.'l been transferred, so loaTr as the balance of PLUSihind rli)I:,i1 :11/3.lable invcsCmcnr under your plan er V: r,tag Trt!st Fun([, Oicourse; the details lof the monies tr,msferred is nor invested in a CD for a period. Subsequent investments, including addicicmal CDs, deFaulc option will be described co you when you of 90 days after rile initial transfer our of the PLUS • may bc•macic from the funds ro which maturing CD' ' receive notice of[he change. The Board of Directors Fund, he purchase of a CD may be made through ;tssers have been transferred, Inreresc On the CD will 7 T has the discretion to ;1Ilo}v investments to remain in the Vantagel.ine, dhe automated telephone service., noc accrue 00 or stftcr the msIturityd:ire. Yoit will be discontinued fund and rfF cnnl:iillie du collect:diViden(L V3nrageLink, the Retirement Corpor;Li:ioll'S Web Site ar rcminde.d of maturities generally in their accoiint'stace 1 I and capita[ gains, or [he Board of Directors may close htrp://www,icmarc.t,rg, and through Investor Services. nienls, for can obtain mardricy'informacion by calling' the discontinued ied Fund entirely, Again, you will be IJI Requests 4i) transfer out of the CD must be made by the Retirement Corporations investor Services. ' • ' notified of these c[edails- I calling investor Services directly, Wriicen u'ansfer Additional notice ac CO an upcoming maturity dace will II requests veil] not be I cel�rer[- not 1,e provided- You will receive subsequent t )iEiIrfl .1- L'ECiil (]12E the nianirin;CD :tsset57L;rvQ been moved The Retirement Corporation reserve,: i:he right ro limit inro the Cash Mi.i gernenr Fund Or another Fund, as' ' the maximum amount 1:IE,1:cm be accepted On a may bekiesigilared by nce f ctircmcoc Corporation in monthly basis tend i.0 disconcinuc the CD offering For the future- P[easc note that the Cash Management Or defying,a g*hr£l1 month at its discretioi,. Reservations Fund is not a bank product and is nor insured Or guar- andior indications of intcresI for.iipconlialg CD offer- antced by;L,F}r govcrnmco£agency, i 34 tugs will n,}e I.x aecepred- 35 III ' h CI? Fees. `I-he•inicial annuali>.ed fee For providing the appropriare Fecs FrOnl your CD asscrs, if necessary, pp -y p j CD service is{1,75°1a of r.ltie CD accoti,3C balance.The which may result in an early xithdraual penalty. Management. of ,she:1 o , Trust . Rerirentcnr Corporaunu may raise or lower this Fee at i[,e discrction. Tr) no case will [Ire annualized fee exceed Early Withdrawal Penalties: Fxcepe as described • d 1.00% of the account balance. below, an)"wir]tidray..al prior to the seaced utiaturir'dare . •;will incur a perialcy as follows: . . nc 'The Board of Directors of �Truss Compaaty� has For the PLUS Fund, the Retirement Corporation, acI.- if, , FDIC luminance: :D accounts established in connec • . Finn with the.Vat c c CD Line are insured b the• a) An-amount equal to note halfc,f the remaining I retained the Retirement Corporation to prrwuide terrain ink on behalf of die+IrlLSe, n uei;�ies to acquire ilrvesC j' Federal Deposie,Insurancc Corporation,(the',F1)1 '1, -C. days Hi the term's daily cornpoantided interesrgnn SeR'iGes regarding the investment options offered b}' - rncnc coneracrs from financial i stiuL1:ions apt}roved subjeer.To certain limitations.ns. '1 tie FDIC insures indi- . [Ite arL7ouiLi�•wii:hdrawn (calculated arthc CD's the Trust, , with the assistance of the Recircmenr orporac on's . - - ,. professional gaff. The staff also performs significant , I viclhl3l aCC:OUnLS, incllLdill FLCLItnlCnt aCOO�litCs, in an •, InCeCCSe nee). - Operating guidelines of each of the anCa eTrust. due dill e,�ce Lnunl[orin of 1']�US Fund iSSIICrs onan amount tip to $111010{][1. A Plan Pariicipancs inrcresc P g g in multiple plans maintained by his,or her employer b) For CDs with accrued ineeresc less than the Funds and Chc anragcTrtt c Manual fund series art ongoing basis. .. 1 I held in ret i�earrcnr aocotints with a single. ark ;Lee iInln1Int Of the calculaced penalty, as set fbr[h ill' revicwccl.periodically by the Dircctors of the Trust.. : Company with the assistance OF the Retirement. ; For the ancagcTrusc Mutual Fund Scrics, the Pa. Y aggregated for purposes of F171C insurance. Subject.ro ' (a), the difference between the.perLa![}'and the C,:o ][lrtrli3n end may be changed at an rime [ the ] e[iYem nt Coe ,)ra[i, n scleCts appropriate Fiat rnutu:al i I compliance-with applicable provisions c Ef Che Federal amount of aceriled I iitereSL 4a1 I:h£ date OF ilte r1 Y Y P PP P Deposit T.nsurance Flee, a participant in an employee withdrav:�I v ill be deduc[cd foam the pril3cipal, dJccreuon of the Directors.rs. Funds Litid rnnlu[ors ehe�r perFnrEnance- f 17CnCrit plat 1$£11LLC]cd to per-p;in IcIpant (or"psLSS- , _ .� .: ,. �.. - ' - ' I - •' -, ,..'.', - ChrougFt) deposit insaara�,ce coverage in an amount:,up The following circumstancres may result in a with- ,Day-to.-clay discretionary responsibiliry for security - • In addicion Co fitrnishing•Chcsc services,'the fetiremene selection rests with the investment advisers (or sub,d- • Corporation also-provides operational support to the I' Ili to If}0,000, separa[e and apart from any,non-retire- drawal prior to the maturity date without penalty: kaisers) re[ailradihy [lie mutual funds string as the �rusr iEiCE,Edietg-l(k) selecrioEr ;ancl suppo rt of auditors �I men r funds the individual maintains ae Inc i that the ion: underlying portfolios of Chc Vantagclrust,Funds and , For the-h use and I2 officers, office space, Ieg ti consul- 1 he Reuremene Corporation h;as ascerralocd that the The owner of the CI) dies, is dissLbled, or is declared c apit:<1 levels of the Bank, as well as the rcct�rdkeepin legally incoI 1�eCent by a court or other administrative the[ anrtgcT use Mutual. Fund Series. The respvnsibil rLtion. and other services.The Truss reimburses Chc li il' r, utr4e 11i these FIEll s reSI$ With rlie ReIirP_nleiLt RerireIrieIil:CO[ oraat'ion {}n sa monthly basis for costs II I arrangement!, for the 17c, qualiFi' partiipanCe For this body of tnmpc[cnr jurisdiction; there is an approved C or ora[ion's 11vesunenC ii 'ision, xhase,division incurred in-providing nera[innal support co eh ;■; - it FDIC ct,vcn�ge. hardship in accordance with Internal Revenue Service P f 1 1 '.� - regulations:orni' there is a qualified distribution under the head, Senior Vice Presidcne and Chief Invcsrmcnt VantageTruse:Funds. 11-1awcveri,no such reimburse- • Luaus: Due ro the applicable early withdrawal ay.al penal, plan;in accordance with Internal Revenue Service regu I Officer John Ttib y, CFA, rcpr�rts directly to Girard merle is made regarding cherVantageTrust Idiom-al. Fund • eiee, CUs antler 11Le Vanrag CD Line,will Ern€ he avail-1 1;I1IoII � Chcrc is a divorce{transfer Co spoux's LR,4 c1r Miller, CFA, Preeidenr and Chief Executive officer �E1 Series. I'ELbIiC FII11, yerS�?en t from Trust operations able as a source for loans under your [e[ilenlcnC plan. . .. b57 alternate, payee„ Ely}; or Chcrc is a scp:ar tE{pit f iii C�rC RCctrcn sic Corporation_ The il1YC5Cn7ct program and, by adop[in Che I eclaration of frlL L of the Trl�sr., 'i However,-CDs nail] be available Fnr use as callatcnal 1 r service where the participant rlk+s nc� [T distribution. and its performancc,arc subject to overall supervision agree so-authorize Chc-buss to deduct their share of :iqL��.r' g,L1;Lr])e�'11)dIC rGV, v.' by die Re[ir m nt these opCr�Itiuigg Gusts from invcstml. assets, u parricip m rc[iremvnr p1:ln loans, - as sa rollo,er{payable directly ro t:he participant);or a • trustee-ea transfer{proof ofscparatian trl se3%r_ Corpnration's Ltoard of;Dil crnrs and its Board �I� 1Y'ithdr,Iwais: You will he able io celecc the specific ice shall,be required). , , Invcstmcl➢C Corrimitmc, as well-as.the Directors of-Lhc, ,• CD from which assets may 1 e xruhdrawn (sal)jeer• CC./ Trust Company. II' early, vi[hdrav al pe�3alries) for Rind to fared Cransfcrs Supporting legal docum ,Li;u inn may he requested ire- mcnrs prior to maturity- For installment o f , in-service, connection with such withdrawal. requests. For nc� anca c7�ust Funds than,are im csred in the „ r l , p E y VantLgcpoint Funds: the Rccircrncnt Corporation 1n :,, '_ �villLClray. ls, cmtr;cncy �vitl�drav a1.s, and partial IuEnp ensures rha1:.I:he Tr,Lsr'c instructions r ardiE� invest. I 1 I share payments, assets vrilE be.takcn on a firs[-lot, First Transfers ro a co-administrIIor V.'il] be subject ty.early g k I I merle in the underlying Vaneagepoinc Funds are carried �,,,,, ,._ Ill: our basis, withdrawal.penalties if the CD is rransferrecl.prior to I ,,• maturity, , ■ out in a timely and efficient manner. The Rctircmcrrt' • The Retirement Corporation Fee .Otte ro EI a penal- Cerind cLreF3o'r[e Lo die L it �n rrof Chc'I usClCnm and j P i• ; .. I tics for tarty vwithdrawa] applicable to CDs, gcocrally p P Company. • tto fees, nrher than those, IAur providing the CD Service, i .• Additionally, for the Vantagcpoint Model,Portfolio , FLJnds,,VTA inonitors perfbrrnanre;IIldi.s et allcrca- f T .r•' ; will be taken directly.fi'orn CD assets. However, this eions,.and rebalances;the Vaneagepoine Model Porrfnlio , { I■does not rriea1i Charithere-will be aI red,lcCgon of •Fcxs, Rather, Fees will be talon It,/ the ] etircmcnt Funds periodic-ally. I ,, j Corporation as scllecl,Lled fiorn assets in other plan ., _ Funds.. ; I 1, ' . . - .i l However, in cases}x•here there are no assets other than CD assets maLiLLaincd in a your acol ,EnC,,tltie . . Rerirenienr Corporation reserves the right to deduct _ • 36 37 i , z li: • Fund Fees and Expenses ViEncagcTrust Mulal Fund Series ExDlanation o Pian Fees and Find .� _ • . In addition ro the flan Peet discussed ,prove, and Expenses associated with investment in the and —{ - - depending on the Funds in which you inve c, fee; asso- VantagcTrusc Murual f=und Series are the fees and L� set ,i:,ted }%'u•1i inwcsrn3£nr in the Funds of the Trust may expenses charged against invested assets by di mutual I 111 consist of •,L,ItagcTrust Fund operating expenses, and funds theEnselves. -I-hest charges are included as part of j l the PLUS Fund management fee A prt, rata portion the calculation of the net riser value of chic shares of - ofcach of these Fees and expenses i.;accrued and the mutual funds,which in turn is parr of the calculi- E.nlploy'crs•wishi rig-io'pa1•t.lcipare'£IiC£r Info an Section 457 and 401 Plans charged co the Hands on a daily ha;is. reflected in rand r on of the 1lt=E aster va74Le of units In the VantdgeTYE]$t cmiiFsIr II r e er Ic A reemc3t with the Retirement net asst values, aid rp-ii I ra the Reurcrncnc Mutual Fund Series. Corporation ill which the obli acioris of(he parties are In the absence of specific ,agre�emenc co the contrary Corporation periadi Ily (a porrioo of PLUS Fund specified and fccs'arc established..In some cases, Public between-the R£rir£mcnt Corporation and pile operating expenses is paid to synthetic c(Flltr,Let s+Lhad- General Fee Inl`Exrntation Iii Employers may impose additional Fee,; ro be paid by. ' Employer: standard plan fits normally assessed a,aiitst utters}_, These fees, v.•]lich.are disaissed 1below, may he,•I you your kf CC�uilt;include an ;L�F�leiitl sLSset based plan compared co nce fees and expenses char £d by mutual There arc no 12b-1 fors, no salts charges ;ETSpused on a dirrinisrration:fee and an anitiitil account inainccnancc funds, commingled.invesrrnenr.concra£r funds, and the purchases of interests in the Trust, no deFerred sales III Certain Ern pIn e r Mans make investment E.5 pi ions Fee in' lie amounts described below funds uncicrl•ying insurance company separate accounts charges, no transfer fees, and no dlshurscmcnr fees. available Co Participants in addition to those olxrions' ' and variable annuity conrracts. ']'here may he a charge for disbursements Cransmirred available through t11e,Trust. in some cases, those Thc•standard :dint. l Flail idrSli.i,S1 r,gfioii i ii is 0.55%. by lvire_ insestrrlents v.'ilI I)e amide ak'ailab]£ through the Certain P1;L�is'kvi'th`high aterageLParticipaJiI 1CCC-AJAE ' • Invcstmtnt in the Funds of the Trust entails the pay-I, Retirement Cn •poiatioii's program, In iny'cvent: thus I ,I,aces or ocher features char are£xpccr£d'ro pro�idc mCnt of other expense; as well, and.is discussed below, The standard annual Mutual Fund Sertirices Fee equals I investincnrs may be subject to different fees, terms and economics of scale may have different plan aclministr- 0.15% C eri in Plans with high average Parricipant conditions than the Funds offered through the rn.usE_ • [ion fee art .ngtments, ;is may be agreed herv.'een the VantageTrust Funds invcstud In Mc Vintagepnint account balances or ocher Features chat are,expected to ' Retirement Corporation and }'our Lmplo'cr_ Funds provide economics of scale may have cl]FTereiti Mutual s1 �I I Absen€ an agreement ro the Calicmr'.between-your ., _. Fund Services fee;LYrL,I ET1e,F1 , as; Enay he agreed upon Eulploycr and tha Retirement Corporation you paw' The standard annual account ma{inci nanc Eee is$251 ' 1F you invest in the VantagcTrusr Funds that invest in (between the Rerireinenr Corporation and your the Plan'Fees dis,ctls ed elov.. and listed in the first Pee For Scotian 401 plans s{iul $18 Fns'Se£i:lon 457 [harts"'- the Vanragcpoint Funds,you pay, pr�t;pgeTrusi: Fund Employer_ III it Table,appeariI earlier in Ch is doculncnc. You also pay (please More= the Reciremenc Corporation �vaiv£s'Cht' operating expenses, In ,addition, you pay indirectly the ' j the fee; and expenses of each Fund in'which you arc account'ntaLnEenance fee For any Employer's Plan litre- fund expenses of the underlying Vanca ,epoint Fund in 191 invested,which are also'discussed below and listed in tog rural assets admiuisrered by Ehc Retirenieair which these VantageTrusc f=unds invest. These cxpens- . !1 rht• Fee Tablts•appe,iring earlier in`this document. Corporation in excess of$4 ,trillion}_'[this ,.kraik'£r does cs arc charrcd by the Vantagcpuint Funds and are , i'I nI)t apply�'l 457 plan;covering parr-rrime seasonal and included as pint oFi•he calculation of the net asset value , • Plan Fees temporary'emplayecs (`:PTS'Plans'},The iccx in[ of those funds_ '1-bete expenses are referred to as mainccnanCe fee is not based on the niim Ter nF Funds ilnnualantagcpoint Expenses" in the Fee Tables It Section 401 Plans Only in wllieII yOi.L inveSI. For example, if you parriciparc'in1- appearing earlier in this cic�cument. A portion oFrhese • a 457 plan having Coral assets administered by the expense,; is paid re, affiliated subsidiaries oFthc "I The errs of fees and their arnounts will wary depend- k.etirement Corporation flakier$4 Million, yOIL3• ' ' I .erirement Corporation as compensation far services ■ II! ing on the sixes ck,ar;acierist:icS, and nature of the account maintenance fee is a total of LS lxer year provided to the.Vant{gepoint Funds, including advise,- � PsirLICi])ani:group as v,'elI as which of the scrviccs made re Lrdless of the nuumber of Funds in which you invest. r}', minister agent:, and distribution services. i'I, available by the Retirement Corporation are selected by • Irhc Employer. Fees paid directly by rile Employer nlay A Pea rata poftioil of the asses:-h sed an31iia1 plan ' 1 VaurtageTrusc PLUS Fund include n Saar[-up fee, all annual plan Fee, an ,cl,niniscrFi`iioIlI fee is accrued daily, reflected in Fund ' ' Employer-paid Participant account maintenance fee, net asscr vamesl;alnd paid to tIli 11.Ctiltliltnt ■ - For nlanapcnlenr=Aces to the PLUS Fund, the Trust and fees for customized enrollment material or other Corporation'porindically_ .Accomie nl:Linrenance fees pays Chc Retirement Corporation ;uF annual manage- cnhancemenrs_ En certain cases, the Employer may are annually'dedlicred From yCI L�'account. In addition, merit fee, expressed .is a percenragc of assets under elect to NO along parr or all of rho Employers annual you may be charged certain c+'cnr-based fees, Stich :is ' nlanagemenr, char is reviewed each year. At the p, sent plan fec[Cto you in the farm of increased account main- fees For loans {if your Employer h,+s chosen the loan time, the management fee is 0.4,5% For the PLUS ten anee fie$_ feature}, If the IlFin is From a 401 plan, Loan fees are Fund. The PLUS Fund also incurs annual operating deducted from your account, if the loan is from a 457 expenses_ plan, loan Fees are included as part cif your loan pay- II men t. li II li 3g 39 y . 1' � 4 Trust � I ,• Description of the of the . _ I Corporation • . VantageTrust. . . , . "- " - " . • . , . . . • . , •1 , , . , ., . , , , , ,,, , . , , Tile Rerirerstent Corporation is a Dela'iarc'not-for- "' -ICMA-RC Services, LLC (`RC'Ser-vice:5"),lan affiliate' Purpo a Exemption from Registration under Federal f f, R rir is isrered br o- Securities Laws ' ' i �rnrit cor i}I anon. Its corporate purpose is co assist o the. e emcnt Co oration, s is, c P P P rP _ .. I P � , �1 n ; sponsored aii a i •iir1' M k TrtLSL is s onso a cI m a nt, d by the Trust i and ke r-dealer with die FC:arid i' i n>:enibcr of the P Y state and local governments and their agencies ,� cl k e 5 , . .a iV s Cor , ry and F r k"ides fol re commingled investment T he Trust issues inre rcsrs in c�"�ustvithott Ic g Jstra- instnmcntalikies in the.�stabliShmeue and 1naintenante National Association of Securities Dealers, Inc, � °, ofcrurrlifiecl retirement plans and deferred compensa- CNASD") and the Securities investor Protection of the assets of retirement plans administered by the riou under the Securities Act of 1}33, as amended,' tiorr 1)l,�ns under Sections 401 and 457, respcctivchr, of Corporation ("SJPC'), RC-Scrviccs is the i,nclerwriter Rctireinelit Corporation, The ]'rust Facilirares cfficicnt relying upon the esernp i{i�r from rc isrr�kion awailablc the Code. ncl distributor for sh.Lres of the anta epoI11L Lard investment nianageincnt of rerircmcnr acciunss.with Co securities issued by hank''crust companies under Vanra e7'rusr Funds. f C Ser4'ice. 1 rCluideS inYESrmcnt similar invcsIEnenl objectives, ft enablt:s Public Secton 3{a)(2) of that'Acc The-I�'usr Conipany nper- E.,nployevs to provide, through the Trusa; investment`' sates without registration as an investment company The Retirement Corporation is )verged by a I0- education to Public Employer rerirernenr plans and 1 P P g' Y P . . I member board of Directors_ The Retirement their Plan Participants regarding the Funds of the management.and supervision alp�r otherwise would Under the TnvrstrrLenr Company ACE of 1X40, as Corporation is headquartered at 777 North Capitol TrtLSt. RC Services clues iioi charge Se])irLtcl}' I' r its have co bc'aliraincd through coninicrcially-oricnttd amended, relying upon. r1�e'exernption from rcgistra- Screer, NE, 'Washington, DC 20002-4240, and main- services ro the Trun5 and the cOSCS of RC Services are f•I III 1 LI insrilutions, Lion available co bank trust.con�pa�aies under 5 ckion I. tains a number of regiconsil arid area offices thrnughtiut absorbed by the Retirtmcnt Corporation, `1'he corn- ,, 3(c)(3} of that At I the United Stares_ The principal business of the pcnsacian•of the registered representatives of Or aiuzation y , Rerirenienr Corporation is the management of retire- Services who enroll Pl;aii P,gri iCiparrrfi 1E1CIIEdes s;Llnry Federal Tax $isiuc I meat plans. It has approximately 500 employees. ' plus perforniance-based compensation. The registered The.Trust Company is a New Hampshire non-deposi= ` ,I ' : . I 7 repreeintatik"€S of RC Services who provide services at 07 Flanking Corportiriou Fo,E�ided iii 2001, T1�e Sections 501(a) and 401(x) of t:he Code provide that a j ' The Rerireiiterst Com'l�om:arion k registered aS an invesc- the Ernploycr level receive salary plus incentives Trust's predecessor, the IC.L'1A Retir nient 7h i.Sr'V.'s grnay) trust i'ut tfie ocrminiliglnd inv('mean-rem of assets of rneltit adviser with the SEC. founded in 1983. The Trust Company is governed by qualified plans and other plates of governmental units is a Board of Directors, a majority of tinhorn must be irsclFcxcnipt from taxation. 'rile-]rust is a group trIIsr ■ The Retirement Corporatiprr has served �e int"estniem�t full-time eniployees of PLLhlic Employers, one of far the commingled invcstrncnt of such Plans_ ! I adviSet CO the'Fivst since the'fats t's predecessor was I wham, at the cline of election, IYLUSE be a presenr or' formed in 1983 and serves as investment adviser co the fOriner member of the Exccuti}vc Board of the Under Section 457 ci 'rlie Cnde;'t.he arri6ktnrs cleferrecl `frttsr under a lastcr Agreement that is subje a ru I ]nrernitinnal C1rylCc)uLii1 I l'an1geintirit Association, under an eligible state or local government deferred rCnew{I city riot ;Liioual basis and Cel'mLliable on ,60-days' and one Of whom, at the rime of election, muse 1)e, ci]rmmpensatiorn plan and the accuniulatcd invesuncnt notice at any time by the'lrust. The l 4asrer present or Farmer Director of the Retirement earnin S'ehereon ire .,o[sILbjecr'tu Federal ircbrile tat' rccnicnt may not be assigned by the Retirement . . Corpc)r:MI'ion_ Three of the. Direc ors are nominated far until such aniounrs'are actually received by the partici- Corpararion without t1� O�)nseI1I:of the`trust . ' 1 election by Public Employers r4L,,r have adapt cl the: patirig employee.. Amounts deferred uiidcr a Section I Company's Board of Directors. Trust or its predecessor Trust, each Public Employer 457 Plan ori behalf arm tiiiplayee are SILIbjcct co Social . - , having one '{}CC, Security r a t in ncc same manner is Taxable wage [N T- 1 1 ments. The Trust properr"allocable to the Section 401 quali- I ' lied plans and Section 457 plans is held For the trustees Public Employer contributions to qualified plans,Liider of those plari for the exclusive benefit of the plan par- Section 401(a) of die Code (including Participants' ticipanrs and beneficiaries. '' elective deferrals +Ludt Scotian 401(k) plans), as well as � earnings on all contributions to such plans, are subjext The Oirecrnrs of khe'I rusi:Compoky are responsible to income tax only when actually received by the par- . , For invesringTrust property", overseeing the operations iioiparing employee. Public Employer contributions • . and administration of nce Trust, and supervising and {bur nor Participants) elective rleferrnls EIIIder Section i reviewiilg]:Ile pct i-30 13 e of the RCtirenwnr. 401(k)(k) plans) arc exempt From Social Security t2':. Corporation as the investment rldk"iser_ i 1 40 J. • 1. Participation Only by Eligible Plans Custodial Arrangements and Scctuitics Lending. ,. . , I. Ir.ivestiiig e rn tie Trust . , Each Public Emplo F clesirkug ip,rrlclp:�te �11 rile The custodian fr Elie prfoli, securitis of the sv - . Trust must adopt 1:he Declaration of Trust of the']rust thctic invesri eatr Contracts in the PLUS Fund is '" '� . or have previously adopted the Declaraclon of`lrust of fnvcstors Bank St'1rust oanpany. The 1rusr parrici- . rhe"f-JVSC bw•resolution c'nce En1ployer's governing -paces in a securities lending program ad[ninisrered by , • 1 body in order co be eligible.to invcsc in the Trust (see the ciistodia{n underwhich the custodian is :Luthorized Unit Accounting for All Funds Ex.ccpt the PLUS value. nnEril}�,Cions, transfers and disbursements arc "Investing in the Trust:Adoptions of the Tr,Isr"}_ a{} lead the portfolio securities of the syp.rhene invest- }`Wld ' effected at rile aillQUiit Origilla]ly iJiVaVed plus accrLir'd II mein cnitrrates held by Ehc PLUS Fund to qualified intctcsc and not by YeFerencc CO 211)."2]Eerf7;1tiv cua 'r a Trust is open for invesCnlenu For public sector .. . insrituriOna! Iiive t,or$ Tinder OOl1CraCLS calling for co[lat- frcsic1L iri the aringTr Plinth p{ he L1{Itcchni{4{S rhic Lllghr ii ,npt to CCOk1L For ' plans meeting the requirements of Sections 457 and c[al in U.S. Cmrernnlenr securities or cash in excess of PLUS Fund), gild the V.nnrageTrusc Mutual Fund changes in Fri irkct intcresc races (PT credit risk_ 4{]1 of Che Code. Scction.4U 1 p]ans may,include, talc market value of the securities loaned. The Trus[ i Seriee ,Ire accaun[cd for h}' die number of uoioi you money-purch,kse plans dcAnecl bcnerit phULs, alicl prof- receives dividends, And interest on the securities loaned. � hold. The units represcnc a prOporti,mn;al ownership Reinvestment of Earnings ' it-s1Lririilg'Auks. Requirements of the Code array affect. Lending income received ill the'Trust's NeCOL11t9. I$ .ised inCCI'e c ill each OF tile Furros in 4'd ich you ;Ire inv4's[cd. . amounts C11ar can b erred in.plans ns and witlld.rav�al, co,reduce Che cuscodial,cxpe.lses of,tlte PLUS, Fund_; The-1 ruse dues nor issue share ccrrifica[es_ qII earnings (interest, dividend in nlc„and capital e inv ' co of such an3ounrs_ Those'requirenicocs cau]d apply ro gains or Ic sses) in the antageTrust Funds orllcr rhan 1 amounts invested in the Trust, . -, ,, ! Adckptivn of the Trust , The worth o.f a unir is Icnokvn r.s its net asset value chi:. PLUS Fund ;Lre rcinvcs[cd in rI1e Funds: and arc {:' AV"). The clailr NAV ofa Unit is determined aC reicc[cd ill changes ii, the r For the Finds, .411 jResignation or Removal of the Retirenlen.t Public Employers cocci. LJiEO.an Adminisi:rat,ve the c]ose of each business day by adding.the v:aluc of all earning s diStribtLred h}' nt,L1'�i ii funds co the II Corporation. I � reerncJic'rS'ich the Rerirciicnt Corporation and are of the l=und's investments, plus and other,ascets, VanrageTrust MurtLal I"und Series ("dividends and caps- �1+ required co adopt [he Declaration SrfTrus[of thcTrus[ deducting'g liabiliriee, and then dividing Chc resulc by tal gains) are reinvcsrcd, and are reflector in the NAV. The:agrecmenl's under which the fetirernenl so;L$ IA heLOiri eligible i{} ir1Ye$L' recirenient plan ;assets rhe number o ou(SCalldin unir$ in 1:IIC Fund as of die '1 • C orp&r•.lr.ioo provides rerirelr£JlE plan:adlniniSCi anion in die'I'rusE_ Adoption of Che IDeclaraLi(IJ1 of burr is end;of The prior day Ind rOtLJldLJlg die re.Illts EO th{ }�}r eha PLUS Fund, i�L1er,r;st earnings are reinv $t cl iii 11 services typically provide char Chc Public Lmplo}re,[ is normally,cffecrcd by resolurion of thc,L'-n-Lpkoycr's kg-- nearest cent_ The value. ofyour invesrnienr position Che FHLIad. empowered to rcmavc the Rccircrncnr Corporation as islativc 1 cldy, its investment committee or boatrd of eq,l;als Ehc number of units held rnultiplicd by rile air.- i adnliltiscuitor on (,O-days �11)1•ice.1r11 .char the . I:rusrees, as Che case .i y be. P,rticipation. in the rn. ..ei° rent dr�y's r T Reporting to Participants .RerirenlenC .Corpprarion Ls empok.ered Co resign as IS opctl only to a iinir of state or Inca! government, or adniin15rruor on ]{]-days' Jlou ce, In chic cvcnt of"._�,. any agenc ',or.lnstri.macnraltr' of such,public sector Since unAC values:Ind invc:}t111CM rcrurns Wilt fluctu ice:.. ti4iI1 CeL:civc gwircc tiv finantl,31 reports [hat provide I removal or resignation of the Ret'ircment Corporation, entity.. Upon.adoption of the Dec i init'ion of Trust, the a s1;a�isfer or disbursenlenr:�r tiny. in time will nor- a ftLll aCepurltir, ofyuar[crly acriviry_ Tlic report ricers adlrlinisrered Fnr [he Public Employer, excels for Public Employer is eligible CO '1ore for Che Directors of malk result in your receiving more or less than rule includes beginning ;kncl ending.balances,earnings and the I'LUS Fund, are vraalued and.disburscd in the.sarnc the Trus[ Company. original crier nfiyclur investment. losses, ;a summary of crui -ici.oils, and a presenta[iC11� .0F ' manner as Participant withdr.{wals in tile, rnonch in, I „ i T overall investment allocations and fund perFornlance or• tivlrich the realty.II ,)r rest �I;u ion is ru.l,a4olne elTee- Porlfcllio Valuation of the tlnla r.Trtlst Funds but • g return inform aria n P g ]talc rcvicxr [here reports careful- . Por infornlarion as m distribu[ion of assets in [he - - not die PLUS , h US Fund} and the Val tageTrust Mutual ly, send.inform [h£ I enrement Corporation immediate- ,PLUS Fund, see"PLUS Funt�;,Rcstrictions on Public, Fund Series Iy iF V{I,L sic ran}'discrepancies{t4lphonc number: Employer ithclr;l;ti:lls." ] 8 0-1}} -74O-)), Each ilnderlying mutual fund in which the FantagcTrtirs[ Funds and theanrage'1�usr Iluttlal ff you find a discrepancy, rllaa•v;as dut; tO an error made Fund Series arc iii ec[ed is valued daily by the fund bar Che Rei ireinent Corporation and, ..is a LJirccc result, itself, :oId thsit vaivarion is in Tura part of the calcula- you incurred a loss (or you did nor experience a gain Lion of the NAV of the applicable Vantage'rru$c Fund Char yry)u would have received nbse,nt chi... error}, Che ' {:. r i I ( I - and the applicable Series F,Lnc1, Once Chc marker t;llut l e[irenle,lr Ccrtporarion tivlll adlusr your account i 11 i _ , . ofeac]L,Vancagc.Trusr Fund and Series Fund is dc[c ;according ra rile fallfokvin Faller: • mined, it is [here divided b}'the nurnher of units our sa,aiding to arrive air EhaL days I 1,V, begin mote.: �n.pp-pines of tJ?rs pa.1' , air rirr7r..pe:'iar1,r . i _ i ' ii .. 1 .. i begi. t0 rirP when riopf,17 2sior� of the Fram:taction.il s+'7TC to. ••_ - , , • 7. Portfolio Valuauun of the Vantage`lrust.PLUS Fund the pr�rricipant, el?I the rr',rJc p -wrls c s r of rrrle�Jdur , • I ' 'dy. RT.-rrrmr•,2r t{*u yo,..,c prov:r.L.r�atnfrotion by r,, • The �, ctfulio t,f tile, L'LUS �IL]Id consists 0 to esnllenr f e.�nr7if. .?? e-rtorieri�itY.cel 7a..:'c.or or 6yPE-ion:le izaxrs- conrrncrs issIted by financial ins[icucions, including :minion to (202)962-4601; so rive rte dare of receipt.of • ' gyppd bond pnrrinlios, nd cash InvCSt1€ies held your n oli.,6tatio can be aerified, . This polir�21pp ri'e;to i For liquidity purposes. In accordarkCe with induscJ)r all the Funds o Treed by cI east.,. i' pr,ICtiCC, invesr,nent cancraccs arc carried ar cost plus ji 1 ;iccruecl interest, known as"c,)ntracc' value' or 1hr10k l',, ■ i . 'i.J, Eascern Time) are posted to'Parricipani:too:A IIrs khak but arc noc'lillticcd•ra,•the Triist's Cash Managciocnr • For transactions that receive cnatFirmarioll crate- Posting of contributions to Participanc accounts is con- day. The cransferredlassess begin co earn•Che porcIolio Fund; money marker funds;certain eerti 'icacc or menu, if von notify us within 30 days of Chc sin cot upon submission QC or 1tirril uiiu13c Ill giljeld _l yield or the-minimum yield, vrhichever is higher; the deposit funds, ocher scab]e k-i]ue Funds, find :L broker- 1 confirmation dare,'we will correct thc trans:ac- circler In tile'rYLLsq- This means that contribution sub- near business day. Transfers rcccived after close(Ff liusi- age accounc (also knoven as a Self-Dirccced Account).-_ non and }'oL1r;iceount will be made 100% miccals muse be accompanied by sufficienr derail ro Hess arc trey ec[ ;,s if received the following busine,s Whechcr or nor:l:parricu[ar_f41nd tis'a Compering Fund I whole. enable the Rcriremenc Corporation to d[ocarc contri day tivll[.he.d ktrmined,:ae nce stele clisxlctian of'the: + at do nor receive'confirms nts,properly. If conkri u butians to 1}articipanr accounts, b ] erirenlen�:Ccrporauon, aril a FuI,d I,y-fu]Id I�;asie •II ' For I:ransaccions rli tii)n is not received'in good order, 11le deposit is here[ in Allocation of new conrribuc ons among the Funds may 1. II 1 - riau sracerrieri[s, and rl'ccivc quarterly state-' • ;h I1QI1-inreresl lie:lying:iCtO4IILl: III3Cll all necessary info r- be changed withoUt Char c or]ilnirarion 10 proreer against.inclirccc rran firs, [']_[ S Fund. i,1I I nicnrs,'if you norifi' us within 90 days or the ' I17arinit is received- If the coilrrihurian is grill nor in • issuers require rhe'rriiSe'lu impose chc following ' �, "end Of the[starter, we will correct Che rransac good order after three days, the contribution is you should verify the riCCUr',ey of transfers or alloca- Yesrriction: . rion ;old your ...exnmLmit will be nladc I00% -' returned to the Employer. . 'whole. I loons inlmediarely upon receipt i)I'tl',e confirmation . n]11:ri4iUrinns re0elti"e{['f4Y uiLicleilril'ied I'ar[i{IpallC notice. - '' I F an ar'noui1r.is transferred out or i he:.1?I_US Frill ro a non-compering fund, i lLtir amount may lor be trans- -C'he Rcrircmenc Corporation reserves d,e right, In its lccnunre for w]itch_no eatlnll�llenr form has been `l'eleOioneTrxn;i1ers'' ferret co a Compering Fund for a period aF{)U days. sole discretion, to n1;i1so excepIio,as ro this policy- received will be returned co the Employer, , ,,• Contr]buclons received for identified Participant Unless your Lm ] er indicares otherwise,:you may, Mil in t 'revor transfers made rt i t'-of' L Fund nd intro Colitribuuois arc{ouills fir which • eenient ris:::catin insrruciorisl ; T make daily.Fund rransFers through che voice response. the '[_T-lS_Fluid•Witllrut regard'ro the foregoing resrr ic- ;ire licking or,inconiplere''will he ink�ested per sysreni CYJnL1;aga]nc") or by speaking with an asst ci tran lov ewer, you•Lrl,y have cxpericnced` aing,ar- (For purpose;o thef 1.1.orr'a:a 'rliscussr[r:l, "frrrxio�ers 4ri ' Employer instructions or, in the absence of such' [re ar chc Rerirement Corporation. 'The Rerireanelte lot in nce Fund co which yeti originally rrangfcrred. means tar period(s)of trine noa'rtr)y given'dr2V Airing insrruccions, in the PLUS Fund, Participants May sula Corporation will reLlirire dint instructions received reversal aF that Fund transfer 1)es ,FVt reverse i illier wf,,tlt the'New York Ssock'f=xrlFrr gr td'rhe Retrrenrent scyucntly transfer those assets as desired. However, rhroti Vance eLine be accompanied by a PL,rsona[;, [he..gains or the !caws. Cbrpomtian r�.Pae both opener bic;irrels. ,See "f ability.to I r•us.ens 1iY ii i lie PLUS Pond May rrigger certain [deirl'L ;scion Number. In addition,xerb;3! ir�s4'rti tioris Coxdxa-t[Wined' 'Cfareof reslrirss"mrrrols 100 p-r�l: rtlnsFer'resrricrions: Sec "Special Restrictions on given rn a Reeire.menk Corporation associate 3k�ill.he Special Processing of Transfers from the PLUS Fund &stern Time'or for anal dap!o xoasiness a i� r u 'L 1 Transfers" and"S ecial Processing of Transfers from f y p accepted upon veririca ion or your identity and will be where Competing Providers impose Restrictions, dirt?:o w which trredor�g nrl the Vew York Stock E,ec. rear, e as PLUS Find 'where Co1Tlpet ing Providers Morose ' tape recorded ro'.criFy accuracy. Written confirm , srrs e]rded Resl.riCrionc- rinils will normally be sent ro you on the next l i.s[11CSs Sortie providers resrricwithdrawals Fronl their stable_ day after the day the.:tr;ulsaLCtions occur.. You should k.aluc or fixed income invesrmertit options. Such Emp1c yers'rn:�y sl'L nnic e i cributions ro Che'Irust"as Transfers and Allocations Among Funds . verify the accuracy cif telephone tr,,nsfcrs immediately resrricrii:,ns may be in the,forlin of L1nonelriry per] 1L'ree often as weekly.'Coritrib4Lrions may be aansmirted b}' LL,}[}ii r-CCCIpt of the coiiFLrnlarton.noriee. See 1 (heel{-end loads, r cicfcrr d s rlcs'char es), I�el enra c I check, wire. and Auconiarcd Clearing, House: U]L1ese your Eiltpinyer indicares otherwise, and subject "VanrageLi�ie" ;,nd "VanrageLink[lnrerner.Cipabiliry ]imirarions on the amount':a Participant may'w'incdraaw oncribittion de+ail n]usr be c,lh]rritred on paper fnri i to certain rescricoons (see"Special Rrskricrions on for more information. in ;a year, prohibicions on withdrawals 1rcuii fixed term cliS1{erre n1;i rieric rape. or rl'allsrnicccd C[dCrronica[1 '. - TvumFCrs'}aind '� eciatl Processing of Transfers from - - ! P g certiFrtres, pr.similar consrralnrs on a 1?arricll�ailr's II . PLUS Finial v.here Cunlpering Providers Please nose: Requests made via Vancagel,.1IIe ro trans- ab][]Cy.ro choose freely bow thc.Parricipanr'saccount Cohcributions allocable to the ,iitat,ge'Irruci: Filmic ' ResertcritI i },you niaysubmir transfers daily in writ- fcr all or subsranci.Mlly all of}'our fund balance that you }will:be inicstcd. , . . (bast nor she'PLUS FILnd) arld the Vanragcl rust ins or by Ccicphone, Remember that a transfer i i a ra(prrss in dollar amounts may 1,e rrjvCtcd if a marker' Mutual Fund Series received in good order prior to two-pain tr.;In iCricy,ii L rederlil rion Or shares in one Inns occurs n the day of nce 1 t14Le5r- 1 he I:[iii r The ] erilemene Cnrp� ration will process asset transfers close of business (normally x€;00 p.m. E,,sierrs Ti ire} oil Htiid and a purchase of s]rires in anorllcr I''und, The. would auconi ti ic..illy be rejected if char marker.Joss from the PLUS Fund ro any investment Funds offered a business day are]iosreci r[, Particil aitr.accounts or the redo ipcton,side oF.the transaction will result in your causes your fund balance 10 1;,i1 below Chcldallar by a provider C thatrestricts withdrawals Fr{Marl its stable. closing NAV of char day, or if rllc day the conrribtt- previously accrued "pap r" grains nor losses being con- ;Liri(}4197;{}fy0ur rcquesrrd Cyan fee'- ��] 17YGUenI's41{Ill l tialuc or Fixed income investment options only if the trans are rcccivcd is nor a busirirss day, Rt r'lie closing Verret CO'acLuil gains or losses. re. ccrinn else Retirement Car oration will arlrn�ltaCi ;pl- Paarrici am L, t , ■ 'r ] t P p NAV of The next:business d.i}'.I Cnrli Yihurions received ]y Convcrr any dollar antcl�IILi' transfer r request co a per ill in good order arrer close of business are;posccd ar,rh. For the antaagcTrust Frnu[S (taut nor ille PLUS Fund)„'' centaurs:amount if the dollar amount of y'r�rLr reyutsrcd I) ' nil a rranclers.4lr ai,lotlnr in qucsrion from chic ',I closing NAV of chc next business day: :a,.V the \.irlrigl'Il'LISL' MuCLlal "und Series, cransFcr transfer equals 95% 4)r rnvre Or yoUr coral Fund bal- PLUS Fund ro. ota Fiind v.•Iihin the Trust (other instrucuons received in good order prior to close of all{e, i. than the Cash Management cnienr Fund} lnr a period Cc L1:Yil)ueioris allocable Crt the PLUS Pund received in ' business {normally 4;00 p.m Easiern Throe 1■i ;t buei- g P• . • I of.2E !oast 90 days:. . good order b 'close of business{normally 4;00 p.m. •, ness day} ,ire])1)re13 Co Participant account aC char Special Restrictions on:Transfers I ! Discern Time) on a brL51neSs clayy, airC invGSred iii a'n ' day's c[osiitg NAV, or it-chc day of transfer is not:� i iivesi'rnenr cf]i1L'r:iCr the business day:afrir 3�ec€1 c and business day, ac nc�ciosi,l NAV of nc� ,1Cxt'17iiSilleSS F� ” '" - '' nr, .It the option of•rllc�l'arriciPanr,. } P } g Restrictions an Competing Funds begin co earn the PLUS Fund's porrfolio'vicld or the daffy. Tr,itsfer iitstrnel ions received after close o buss- i T r„2) . provides at]c t c 120 days advaincc written notice minimum yield, wiIi iCllever is Higher, r,n ,ll:il Any. • nest xvi[I be pnsred ac•nce closing,•• AV!of rltt'!next Transfers.among rF,rrsdc ;ire unlii,litcx] except for rescric- of the proposed transfer co dye Rerirenlent Contributions received in gno'd,ordcr after close OF business day. PLUS cians irrLposcd by .1 and rnner.�r1: ,ssucrs to „ :i�r[)c)raric�]L- business are i:reared as if received the ,text business day. i, I restricr:direct transfers from the PLUS Fund to I,r r,'r I„srrucrions For transfers ro'the PLUS Fund recei r d'in Competing Funds. Coinpei'i]lg Funds may include, , good order by'close Of business{i,Qrnlally 4:00 p.m. 44 5 [I ii Ii � i I til The Retiren,eii Corporation reserves rho right to mod- worning:',you do not'i,Lsulate'yr�Eirself IroI I marker j All initial Parricirun,withdrawal rcquesrs must be - - ify 1}r w:�ive i:he,Se processing rcquir€'Ilticnrs shc,u[d∎spe gpir1S r1r Insses during rite rest of chat business day. A +c umpanicd by the Earlp[c�yer's authorization 11Lat the , II' ci,l circumstances Sc warrant,' An e'c i.nplc of n speci,gl 1:1'3nsacLion l'e(uesE rccci4lcd.after Chc close of busiiicss I'artici lilt is cli ib[c Co receive The withdrawal. c- . 1 circumstance may i;ICluc[e, by v.^,y of i1[uscration but on'onc day'Rill be executed at the•price in cFfecr ac edit 3 1 ' the I articipanr has terminated employment}. The rim- l � nor Iimirarion, fL prii7r:Agreement 31ot to irnpose•sucll c[oseof the next business day. ing of disbursements may be aFlcctcd by,other unforc i I requirements.•The processing requirements app]y;only Seen circumstances as well, Sec'Special Circumstances 1 {n tr.Iilsfers;LO prokiders char impasc r€'scrictions o sii11- Potential Restrictions Due to Market Activity I • el;lying or Suspending'fr,Insactions in the ilrir constraints on withc[rawais from stable v;allLe or Va,II,IgcTrust Funds and the V;lntngeTrusC Mutual Fixed income:intiesml„ent opticros. The processing All Funds offered by the I ruse n7ay,bc sUbJeCr ro rhea' Funds riCS'F and "Inabilir}' co Cond.rict Business'.css . requirements do Ei61' apply LO I';arricipants in flans r&-criccions. acliisi,liSr.ered solely by the Rcrircnlcnc Corporation liar . J Participants inv tied in one; or1more of the 1 r. •ro transfers ro funds made available by providers that Transfers may be delayed, restricte=d ar refused if one;or VarrtigeTrusC.i unds or rite ,LntagcTrusr Mutual Hind 1 • 1 i do nor impose'Ch:111. I- restrlC1 ions Or oilier sirni[ar cart- more Funds receive or anricip;are simtticancous orders Series 4vhu.rcqucsr disbursement slluul(1 be aware that •straincs on =ratio value or fixed income'_-utvessrnenc affccring significant portions of those Funds'assets. .In 1, -; • 1! their unit values will remain subject ro Chian;in.0. ar- . options.' , particular, a pattern of transfers rhac coincides with kit condirinErs mull redcrnption. Assuming there are • vo[arile market:Mel iviry could be disruptive ro 3 given a 1{o special transfer restrictions In effect, 1 arricipanis Transfer.Restrictions in the VantagcTrust.Ovcrsr,�Is Find or Funds. Although.the Trilst and the kV17o request a [llnlp-SL][31 disbursement :nay wish ro Equity index Fund,VT Putnam J.nternacioual '7 ReLiremenc Corporation will accci11pr co provide prior ■ transfer hits the PLUS Fund Or the C:{sh Etv1anaaentieltr. rowth Fund and VsintageTrust international Fund nouuce ,,vhcncvcr rcasonab[y possible, rhesc'rescricti(ms Fund in order ro reduce exposure ro ni rket risk pcnd- ma}' nonetllclrss be impose([ tit Mrs} rirnC. ing disbursernelu: (see"Special Restrictions on . ,I Ftind-ro-Eund,cransFcrs involving the VantageTrusc Transfers'). !i Overseas Spiry. index Fund. VT Putnam International Special Circumstances Delaying or Suspending', . • j Crav'th Fund and l{rinr:Ig Trtise IiLr err;l LL lea[ I"Ilnd lrallsactions in the Valtta cTrust Funds and rFEC I Uolees 'nIL instruct othcrwi�c, [Atrial v i :;. i [ thdrarvals (c-g Ik.ill 1,e IinIiled I1: l'educe excessive Grading and its - • ' VaniageTrust Mutual Fund Serie=s • :Adverse effects on tile.[und, if you CrarLSfer arsscts out Periodic'payllteltrs and loans) arc withdrawn.pro=rat i _.,, oldie antagcTrusr Overseas Equity Tildex Fund, VT Subject to the requirements of the Invcsrnlc is From all Funds in u llich yn,r arc invested. • i.4 Purnam Tnternatie,lial C r1)w1IL Rind, cir the • - , Company of 1940, murua[ funds n3L hr deli or ' u 7 P g Y , •Vl leigeTrusl: [ncernarionnl Fund to anoncer investmcnc suspend acceptance of u}rriers for invesrrnenl:nod even , - ` . nption, you I11usr wait ar]cast 9.1 days before transfer recleEnprirons during severe marker disruptions or other 1 I ring assets back into the Fund frOrn whicli they v.rere extraordinary circuinscances. In such a case, Crinsac- , i' L I t'r�nS{'�rrC[[: • I lions by the VancageTnlsc Faincl or Series Funcl which invests ill that mutual Fund ...Jill be ersrreepnndingly • llis policy is designed Co proctcc [(rag-reel, ilwesturs delayed- , l • in the Fund. 13ec,1i,se trading.in Foreig,l securitiesiis . . - • very expensive, excessive rrading can reduce Chc Fund's Disbursements cc� P:articipants in Section 401 and • , • 1,1 ' returns porcntial[y resu[ring in under performance. rein- 457.PIans . , 'ite I1.E.m liinnrks_ s' tine tv rho a{pprcrpri. i I' Disbursement co Participants m.1y ire made:, in 3CCCIr- '.. - - -- -- _ - -- --. - . - 1 Il Pricing arid Timing of.`lransactions (lance with the plait doctunent, 3t the Cinles and cir- ;_I ,• r curnstanccs allowable under Chc Code.. •• . r r All 1ransaceions (corirrihtLCions, rransFers, disburse- - 1 - 1 - .° „ I_ menu) in the Funds of the Trust arc cxrcured ;ic the [„uinp Sinn payments are redeemed from investments • I „ , ,.a, L1' NAV in effect at the close 1)l'business on Lhe day the as soon as possible afar the fully completes[ disburse- 1•r L '1 ,.. _ • , I 1:r;filRnoti(lr7$occur. Unlike direct int'estmcnc in stocks mend requtsc is received, blot no Inter rlLa31 1.14,'o F,IL LI eSS i- •'+q 1 ■ . and bonds, rile [idle of da,•rile rryucsced transaction is clays Tulle}wiEig die day aF receipL. On file :iv oF . I I received is Orily rele.vgirit I II c[eterir,irli lig'whether the •edemption, the rcdcmprian occurs ac the NAV in . -,. [ , 111118301On is execured AL Lhe closing, ice in effccr on cFfccc ar 4:UU .ni. E;islern Time, Payment is issued by , I, i• '•.- i -- , , ,1 - - 1' P I the day of receipt or at (11C,C.10Sing price hi eE&ecc ac the die third L14isiiLe,SS day Fnllovwi.tg rile daLc of receipt. close o die next business clay. In ocher words, under • I of.. i , 1 i 11(rrril■l CilCILinSL',II1Cz5, :l tr2nS:lc[ioll regUeSE received ar [nsrallnncnc (periodic) plymcnts are 1n3dc r131 the 1 9.30 a.in. .Eastern Time an a business day•LS executed -Wednesday Following the Fair, second, Child, or Fourth•ar the same price as Char of a trarwtctioiI 7 (UeS{. Tue;day of each month and;are funded with rede.m III recCiVe5[l at 3:00 I}-111- F-asiern Time - i-e., ar rllar day's dons made on the preceding business day (114-)rin;Llly closing price- IFyou make a transaction request in the Tuesday). I 1. ry I, I, ,, Inability to Conduct Business . . Financi Highlights Information.. ,, . . . . . • •• • ... . • • . , .. . . ,„ . . . . . . , . . , • .. • • • • . . , . I Ti e. Reeirernenr Corporation is normally open for cnilducring h!lsiness on a given.•day oe series of days_ business and operating For those rime period(s) oik any In such evc'n�, Idll'eSL'n3e3lr.tl'anSaCCLGRS may J7o�be`e e- -1'he Fnllusuivg Financial Highlighas cables are i,taended Prior co March I, 1999 the Plan Fees 2ni1 Fu[lil IA given day during which chit New York Stuck Exchange cured unri] rhe day rhe Retircnlcnr Corporacion co help you {,nclersi;{,Ld ca{ch Funds financial perform- expenses for each Emir] for the rinse periods sllov.'n j' r is operating, resumes business operations, once for the lass f1Ve years (pr. Jr shorcer, chc period of die €rc is Chan I:he Plan fees and Fund expenses .rhe Fund's operations}_ This information has been Ctlrr llrtl' 15SacL2ccd R'J[�[ iI e,Sl:na nC 111 the However!, unusual circumstances including, but 11{}C CIl2 I erirellle[Li'Corpi)nll'i4}n {�,,,{,L13r}1:and dnee 3n0t 1 derliNd from the ]'rust's Financial srareinents, w]ikh 'v iii ngeT'tLsc Funds, The L3nformarion provided for limited co, severe and extraordinary wee ther conch- accept any financial responsibiliry'nr liability Eor•mar were,11Ldil'eci by Dcloit{e &Middle LLP For rhe }'ear rllese Va11CageTr{[St Funds rcF]cc [he F lia:Ilei:11 per- 1 dons, floCCocling, ocher natural clis,islers, regional pc wet ker fluctuations co a FrarriciF,anC:s in csCmcrirs that may coded December: 1; 2002 and Pricctivaccrhause fonnance of the Funds l ef,,i- Chc- began investing in III FalllkrCS: sires rn7rl e1:disrup4inat, nr even cis it distur- occur while the iketircmcnt Corporation is unable -,. Coopers, LLP, For years prior to 200], The rcporc of the VanragcpainC funds_ With the c cccpCiork of the I:I b:kil es n1;Ly. F reti'enr. rhe ] erirernenr Corporation From 4u c•onchac.r.busint5s as described above. ])eloiutc c Touche LLP, along�k'ii/i the T4nkds: ELnan Casll anagcrncnC Fund, Chc ]nvesa'n1en objectives of III cial statements, are included in r1ne'rrusi:s Annual rule Vanr:i Trust Funds have not shun ed iit any iri;{te Y if Report, which is available upon request. ria] way under rlle �lev: scructure. y n c eLine # T F� ccrivc March ], [ 99, tri ll �nt,�geTrust Fund w ith The Plan tcs in ct ccr for the L 1[Li'ual Fund Series For - the exception of rhe PLUS Fund and the M, cicl the [erne periods shown�vcrc differe[��.i1L,n the Plan ; Portfolio Funds, began investing in the shares of Silk- fees currently associated with Che Lnvcscn1 3nC in the•• I : SIc Va1Ca €pCklr Fluid IL,vlrg identical in cc1 Rt \anCage rust Murual Flnd Serie " - .TIe ReilielnenC Cor�nrarinn na11CaL1S Va1Ca L11C, a 1r f ,l3e i$ normally available 24 hours a da seven voice response system far rhe bcncfic of Partic p ors days.a reek For your,com.renicncc; however, service objectives. The :Model Portfolio Funds began investing , _ in Sli,ir 1)1 tllCir respccCi}c VauCa cpoinr F[L�,ds nn Prior to June 2 I, 2001, each'of the VantageTrusa F,LILds who have access to couch-tone teleplkorlrs. You may avai]abiticy during these Curies is not;uarantced, I December 1J00_ Prior {r that attar cl71el1C, die II use\!�ntageUii 10 [nonce tr,prrsfers :alnlong Funds and Neither the. Rttirem �it COrpurrIIi4)11 ,IL(I ifs;iFTili ires g x as sponsored and �1rai iir;ki[leCl by the TrusC's prederes- cltanbe your investment a�locarions, lnformarion avail- nor 111e Trust will he reel nnsihle For any loss (or fore- portfolio of each of Cheoe VanfageTrtiksC Ponds was sox, The conversion to the new structure did nor cause • I able FrC}R7 VaJ1Ca e11RC includes:account b nuances, ) you may eY tree nCC as a result of the service ell'heY managed as a,scparaCC IIlVCSrinen[ account by • alny' changes in imrstrnent.actll'ICies Of Fees 4vil:h Fe$pCGC OL3£ �*a111 oii or more$i[I1;IGwis rs, or the orrFelio was i�LVeslyd 1 ' investment allocations, daily share prices, investment being 4Lnavailable. y P ra the-Crust F�1�3{�s_ Ther fore: all Financiat.hisCnry of in rhe shares of nlul:iple nliltual Funds or bank corn- the previous funds has been crArriecl over into rhe new 1 perfgY[rl,Ml[ce, and YaEe irnformarion_ The phone ruin- inin Icd Funds, i b' sen[ctt[rt her is 1-300-6.69-7400, I 1 i antageLinl Internet Capability It ' • The Rcriremenr Corporation maintains VancagcLink, a The Reciremenr Corporation play.provide an asset I ; home page on Chi: intermit should you have access co allocation service via VantageLink, This service sloes the Inleriiet. The address is hrrp:I/w v .'.icmarc.org. not provide Iinanc;ial or invesrn[eILi:advice. 1 ]nFornlation available from rhe lnccrnec includes j account balances, Lnvc cmenc allocations, and invest- Va11CagcL111k is normally available 24 hours a day, .i mew:Foerrornaa nce_ You may also execure transfers or seven clays a wreck. Hroy.e4'er,service ak'ailabiliey is nor nlakc changes in your investment allocarions via • guaranieerl_ Neither rhe Rerirelrlenc Corporation and .. , : r . . a , ■ • VanragcLink. The Retirement Corporation will require its aFfiliares nor the`bust will be responsible For any • that instructions received via Viimagel„i[rk 1 e accomp;L- Ions (or Foregone gain) you may incur as a reS+L1f aF the • Iliad by a Personal Idenrificarioii Number_ l�lriricn service being [L�k;kv'ail,khle_ " confirmations will normally be sent on the ncxc busi- riCIS day after the trijs.Ci,ion occurs. MA]slio,[I(I veriFy rhe accuracy Of Vancage[_ink Cransacrinns immediately 1 upon receipc of the conIirmacion. . HI 48 • . • ' 9 Ii . Condensed Financial Information ' Condonsed Financial Information N i I CASH MANAGEMENT FUND • US GOVERNMENT SECURIIT_ E FUND ill, 1'I ($in millions) 2002 ' 2001 2000 1999 199$ • (S in Indians) 2002 20{}1 00 1999 1998 - NET ASSETS: RE,GINNTNG: $68.6 r $61.6 $64.5 , ,$55.2 , $ 1.7 , NET ASSETS, BEGINNING: $94.7 •$57.5 $55.8 $93.3 • $53.9 . INVESTMENT AC i '11'lE : 0.0 0 0 INVESTMENT ACTIVITIES: ' - 0.0 0.5 , 2,9 [ntcresr 0,0 0.0 0.0 0.7 4.4 Dnridends ' 1.0 2,4 3.7 2.1 0.0 Divitlends 3.7 .3.4 2.G 2.7 0.0 Othtrr Fund Expenses (0.1) (0.0) (0.0) (0.0) 0.0 ' Other Fund En e�LSes (0.1) {0.0) (0.0) (0.0) 0,0 Net Investment Income ' ' ,, 0.9 2.4 . 3.7 2.6 2.9 Net Investment Income 3.6 3.4 2.6 3.4 . ' 4.4 • • • '�,' Net 11,calif�txl Iet Realized I and Unrealized,Gain: 0.0 0.0 • ' . 0.0 ' 0.0 0.0 and UnreaIhr d Gain (Loss) 5.3`„ , 1.3' 2.8 (5.5) 2.1 Total From Investment Acthitie..; 0.9 2.4 • ' 3.7 2,6 • 2,9 Total Tram InvcstmentActivities• 8 9•• 4.7 5,4 • (12.1). . : 6.5 • I., TRUST ACTIVITIES: • TRUST ACTIVITIES; Trust Funds Received 11.5 `9_$ 12.7 7.9 ' ': ' •B,G RUST. l Funds Received 17,.3 10.4 5.5 7.6 7.8 ,I . TransFcrs from (to) Other Funds .0.5 0.1 I - (11.5) 5.9 - (0.6) Transfers From (co) Other funds 38.0 26,5 (5:8) : - (30,5) 26.2 1nvstrrLe( t from Other Fund „ 0.0 0:O 0.0 0.0. 0.0 - • [nti yerrLtnt from Ocher Funds ' 0.0 1 0.0 0,0 (8.4) _ 2.8 ' {I0.0) { .0) (3. ) 3.7) (3.3)� • Withdrawals"and &nears , � .X0.1) , (5.0) (7.5) {f,8} (6.9) \ rrnwas ar [ e�Leirs ;Plan Fees and Fund Ex.enses {{13) '' (03) (0.3) {O'.3} (0.5) - Plan Fen and Fund.Expenses (_5) {0,4) (0.2) ; .(0.4) (0.6) TOTAL TRUST ACTIV1TiES: 1.6' 4.0 • (G.6) 6.7 - 0.6 -' TOTAL TRUST ACTIVITIES: 4-4.8 - 32.5 (3.7) (35.4) . ' 32.9 • • NET ASSETS, ENDING: I $71.1 • ' $68.6 $61.6 $64.5 $55.2 NET ASSETS, ENDING: $148:4 . $94,7 $57.5 $55.8 $93.3 • ■ EXPENSES TO • EXPENSES TO • AVERAGE NET A SEIS: AVERAGE N 'I ASSETS: . Plan Fees and Fund Expcnscsl 0,62% 0.59% 0.55% 0,57% 0.92% i Plan,Fees and Fund Expenses' • 0.59% , 0.59% 0.589 - , 0.5:13% • -0.95% Otlticr Fund F„xpensest 0.0[% 0,01°6 0.01% 0.03% 0.[5% Ocher Fund Expenses-4 I 0.0I% ' 0,01%, 0.01% 0.06% ,0.159E li TOTAL EXPENSES: 0.63% 0-60 0-56°b 0.60% 1.07% TOTAL EXPENSES: - 0.60% , 0,60%.: 0.59% 0.69%'_ t.1 O% ' NET INVESTMENT INCOME NET INVESTMENT INCOME (:' TO AVERAGE NET ASSETS: 0.73% 3-06% 5-83% 4.59% 5.44% TO AVERAGE NET ASSETS: 2.79% 3.99% •.; 5.47% 5.14% •6.32% , ' 1 ,h I i 114{mi i ririon and accounr maintenance fees. 1 GonslsLS of�n,,Ila,eI Lent,plan ad mini_krrauon,and accnunr mainrc.n;in€c kes. i Co,LSistsofln�l.gcmcnt,p.n. nsr. ' Consist;dFsubaduuer Fees(prior to March I. 1999), c os( di iI cxpensrs,and 4peraring costs. 2 Consists ofsubad+riser lees(prior to hard} I, I999), cusrodial n-penscs, and operlting arms. I 1 11 1, I Ple;tse Note:Totals may not add due to rounding. ■ Pl.lse Nine:TO L11-5 may not add due to rounding. 1 i I I I, l I I I I1 ti----- j': Condensed Financial Information, fi:- Candonsed Financial Information • I' ASSET ALLOCATION FUND EQUITY INCOME FUND ($in lr�i£liarrs 2002 1001 2000 1999 1998 lri-milliaxrs) _ •2002 2001 .. 2000 . 1999 _ , 1998 NET ASSETS, ISECTNN1R'C: _ _ 5652.9 $7813 $1,003.1 £1,046,3 $814,4 ' ' NET ASSETS, BEGINNING] $321.1 $272.7 $3133 $5 5.4 X444,1 , INVESTMENT ACITVI'IIFS: .. I - INVESTMENT ACTIVITIES: inrcres� I • ��teres�; 0.0 0:{1 0-0 3,5 ] 1.$ 0.0 (}- 0.0 0,1 U.4' Dividends • 0.0 14.3 34.4 36.5 19.9' ]Dividends 3.4 4.2 8-7 80-2 15.5' . Othcr Fund Expenses ' ; (0.1) (0.1) (0.1) (0.6), . (3-2) 'Ocher Fl3E,rl Expenses - -- -- -(0.1) (0-0) - (0.0) - (0.2) • {1.1}- , Nut Investment Income 'i {{1.1} 14.2 34.3 39.4 a 28.1 - ' • Nut Investment Income 33 4.2 8.7 80-1 14.8 ' Net Realized '.:' : Net Re-.iIited • and Un ]iicd Galin (.Lug} :1 '_ (96.7) (5'x.8) (35.6) X1.1 162.1 wind Unrealized Gan (Loss) -- {54.8)) 1.9 27.3 (115.3) 61.8 - .I Total from.Investmeni.Activities 6.8 (45.6) 1,3 80:5 ' -190.2 -, Tots] from investment (9 � ( ) ( ) '' . .' {51.5) 6.1 3C.0 (33.2}�' 76.6 TRUST ACTIVITIES: TRUST ACTIVITIES: -Cruse Rinds.Received .r 35.2 397 51.4 68-3 ' 66,6 Trust Funds Received 38-9 38.3 31.4. 49.9 153.1' 11 :i -rransFers From (to) Ocher Funds- (85.9) (9!.2) {227-1) (153.7} 12-5 Transfers From (co) Ocher Funds (21.1) 17.5 (93-G) (1$4.2) 13.1 I! 1ovcsE11.14211 r fro orrOCher Funds, 0.0 1'0.0 0.0 0.0 0 0 Irikeerntiea�r from Onc�r Fun* OM 0.0 0.0 (66.2) ', .(1'0-5) ithdray..als and Benefits (41.6) (28,1) I (40.6) {32.8} (28.4) • • Withdrawals and $encfirs (19,1} (12.I) {1_i.2) • (I4-0) . (16.2) III Plan Fees and Fund Expenses .. (2.5) (3-2) {4-2) • (5.5) (9.0) Plan Fees and Fund T x�le�3ses. • `(1.5) ' '0.4) _ - (1.2) ' (2.4) . ' {4.R} _ i TOTAL TRUST ACTIVITIES; � `._ (94,8) (82-8) (220.5) (123.7) • 41,7 TOTAL TRUST ACTIVITIES: _ (2,8) ` 423 (76.6) (216.9) 44,7 • � 'I NET ASSETS, ENDING. $46.1.3 $652.9 $781.3 $1,003.1 '$1,046.3 ' NET ASSETS, ENDING: $266.8 $32.1.1 $272.7 $3133 $565.4 , EXPENSES TO I EXPENSES TO ., . .. • •AVERAGE NET ASSETS: AVCRA.CE NT?T'ASSETS: ' Plan_Pecs and f=und Ex'penscsl ,. 0.58%-i 0.57%.'. 0.55'#'6 ,0.58% 0.98% Plan Fees and Fund Expcnscs' f1 59% '0.58% 0,57'30 0-63 0 0,94% 1 . Orhur Fund Expenses 0.01% '' 0.0IWI 0-01% 0-07% 0-34% . - . Ocher Fund Expenses' 0.01% 0-01% 0.0]% 0-06'30' 0.21%• tiTOTAL EXPENSES: 0.59% 0.58% 0.56% 0.65%.' 132% TOTAL EXPENSES: {,({g 0.59% 0.58% 0.69 1:15% , NET INVESTMENT INCO E NET INVESTMENT INCOME J I' 1 TO AVERAGE NET ASSETS: (0.57%) 1.52%-L- 3.97% 3.70% 3,04% - TO AVERAGE NET ASSETS; 0.34% 0.81% 3.54% 18.86% ' '2,8 j.% I; ' Consists nFinanogcmcnr: plan a'rlminiscrarion,'nnnl a count n,ainrcnnincc Fees. I ConSi.5cli Of maar.E elEIe,ill, p]an adminisrranon, and aocuuiIl maintenance fees. - onSISrS of subadviser F.= [ rior.ro,4l rcls 1, 1999),cE�srndial cR eases,arid or.er,rii�p costs, . 2 Consists ofsubadviset fees(prior to Narth 1, 1999}, custodial expenses, and o}rrratingcoscs. P p Pieria Note:`!'orals may not add due to rounding. Please Noun Totals may nut add due to rounding. . ' 52 5 I Ij . 1. li I • Condensed Financial Information Condensed Financial Information GROWTH & IN9ME FUND GRGWT.. 9 FU.I111p . - . ('in millions) 2002 2001 2000 1999 1.198[ , �- (,S in iT!€lfiU�rs ;. 2002 2001,,.. 2000 19519 14)t)$ N1 3'ASSETS, BECIlFIVII 1✓: 1- 7.6 11t .7; $93. 1O6; 0.1} 1 NET ASSETS, BEGINNING.. .:: 1,$76.9 $2,447.0 . $2,879.0 $2,520 .$2,187.5 _ INVESTMENT ACTRTTIES: TM." INVESTMENT ACTIVITIES: - . r Iitrerese H r, OA 0.0 0.0 0.0 ,0 Inreresr ,i 17. ',1 0,0 1 , 0,0 0.0 0.4 0.9 Dividends L 1 . 0.7 L 14.4 3.8 0.3 Dividends - 0,2 ', 0,0 403.4 15,3,7 11.3 • 1I Onccr fund Ex nsrs {0-1) (0-[1) {0.0} (0-1) (0-1) Other Fund .Eh ersses : (G.2) - ' (0-3) ,'I (0.3) (l-4) .116.7), ; . Nei.-Investment aeOrtie 1.0 -0,7 14-4 3,7 0.2 . Net Investment Income 0.0 , : (0.3) , i 403,1 152.7 , ' 5-5 H Net Realized r ,,, r Net Realized 4' • and Unrr;r1 d din (Loss) (27.9 (7.0) (9.2) 18.0 , 21.1 and Unrealized Gain (L ) � -':(433.1) , - {3833.8). - (437.9) :625.9 ,.416.6 Total from InvestthcntActivities-,. - (26.9)' -(6.3) - 5.2-- ---.- 21 7 - 213 . _._. - - _ - Total from Investineat Actrvitics -:(433.1) , - {-384.1} (34.8) , ,L778.6 422.1 _. - t- , TRUST ACT1V1[TIF-S; TRUST A1[T 'iTiF : Trust Funds Received 24-7 19.9 ] 1 .2 1.3 Trusr Funds Received - 135-! 155-1" 177,2 186,6 214,4 , TransFars From.{rol Orhtr Funds ..,- •3,7 1.6 3,7 37-4 25-6 -Crawlers from (ro} Oslticr.Funds : (2]8,U) (269,3} ,, 1 {452.0 (420,.3), {247.7) 1 lnvtsrmciu from Ocher I'un (1#0:4) 5:8,8 lnvcsrmcnr•From Other Funds '1 0,0 , it 0,0.'Y 0.0.: :.,. {98.0) •I 24.9 ,1 1 ds 0,0 0.0 0.0 • Wiri,clr,fv.:Ils:end Iienefrs (8-2) 3,8 4.1 2,0 . ,,0.0• (. } ( ) { ) Withdrawals and Iie��efits,., (87.9) • i ((,2.7}. (]08-�1) (68.9), (58-5) ` ' Plan Fees and Fund Ex cusp (0,7) --{0.5) (0.5) ,. ; (0-5) (0.2) Plan Fees and Fund 1!lenses ; , {9. (1:i.1) ,,,,.,•• {];i.,6) ' (22.]) . I (7.2) 1) . , TOTAL TRUST AC.TIVITIE.S: • i 79.5 17.2 18.3 (353), • 85-5 TOTAL TRUST ACTWIT1F&. .7,;,7'.:(.177.4) (186.0) 17,. (397.2) , (420.2) :' (89.0),. ' , NET ASSETS, ENDING; q $180,2 127.6, lxl 1.6.7 X93.2 $1 OC,.R NET ASSETS,-ENDING: „ at 1; 16.4 $1,876,9, 'a:" $2,447.0 $2,8120; $2,52{}.6 I EXPENSES TO EXPENSES TO , - AVERAGI=.NET ASSET'S: AVERAGE NET ASSETS: Plan Fees:end hLJld Expenses° ;1 •9.GC19a 0.59°, 0.57'4'6-, 0.65% , ;NIA Plan f x:s and Fund Expcnstsl , - 0.59% 0-58%_.; 0.55% ,,;0-5`9 4 ' 0•9•7% , II. Onccr Fund Expenses* . 0,01% 0,01N 0-01% Ii I(i%, NIA Ocher Fund l xpenses2, ,,I. ,1 0.019'a 0,01% ti„" 0.01':!6 0.06% ' 0,29,' TOTAL EXPENSES. .,, - , .0.61'40 0.60% 0.58% {.81l N/A. TOTAL EXPENSES: ' ,_0.6O% , •:: 0. 99 , 0. 0.65%, _1.26%, '1 NET INVEST I.ENT INCOME ,,,,. NET INVESTMENT INCOME. TO AVERAGE NET.A.SSETS: 0.21% (0:01%) 13.55% . 4.00% . NIA '170 AVERAGE 1VL`I'ASSETS: (55%) (O:56%) !i 14.67% 5.97% 0.24% _ •% • Fund ince rion October I. 19;ra [ � Co,i:Asts arinInagelnenr, plat adur[ni.rra[lon, ar,:d 8{74C!+inrntiainrcnanx,l~,:t5-: ,:iT,, t, rt:,'_,.:,,:I' .i, • ,., i •• ! 1 ' Consists of man; mcnr, plon 1Iminisn1rinn,ancl,acroinr.m,inrenance fee,s. ,, n � i; r ,.,.. .. x onS4rs of suhadviser Fees (prior r43,154337c11 1, 1099},CuS[ud19i expeirses,aiecl o}iei:uiug cosiy:,,-, t - �; .} Consists ofsubadviscr Fees (priur,tu Mnrdr 1, 1999).,tustodrtl cxl}enscs,,and ppei dng rnsrs; ,, . I NUA-Not Applkcab1C Please Nate:Totals may not add due to rounding, { !Tease Note:Totals may not add due to rounding, I ,II , 1 54 55 Condensed Financial Intormatian Condensed Financial Information . G - :r"r,.. .7-:,- -Ltl.- 7 V3 1:--) AGGRESSIVE_OPPORTUNITIES FUND INTERNATIONAL FUND . ($}re Milli:OW .. 200 1U01 2000 1999 1998 (4 in :ray}aonr} 2002 200.1 2000 1999 1998 1 NET ASSETS, BEGINNING: '.$467.9 ` $534.0 -;;V.$467,7 $336.3, ' ,-$265,7 NET ASSETS, 13EGI N1NG: 110.7 i49.4 $192.0 $206.0 $190.1 I II INVEST)4IEN'I'A IIVI"l'IES; E 1'MENT ACTIVITIES: � t 0.0 0.0 t 0.0 0-2 O. interest , , 0,0 0.0 0-0 O. 0-0 ii Dividends 0.0 0.0 94.7 13.7 23.0 - Dividends -_ - ]-1 -0.0 • - 12=5 6-3 13.1 Other Fund Expenses (0.k) {O.1} ' O.1) (0.3) (0.3).' -- ' Other Fund Ex .cnscs (0.1} (0-0): (11.0} ({].1) 0,t1 'F . , 0.0 123 6.3 13.1 -. l let 1[n 1 -w. fi.'23 : ;; Net ln�wstmcnt Irtaornc (0.1) 00.1) .j 94.6 13.6 22.7- vr�troent �rcnrrr� __ • I Net Realized Net Realized, r, . _ • and Unrealized Gain(Loss) 0.78.4) ' (77.8) 2(155.9) 149.5 ,'- 14,1.- • 'and Unrvalizcd Gain (Lass) . (18.6) {29.1) _ • (39.5) ' 47.7 (5.8)• i1 { Total from Investment Activities 1 .6 2 .F 27.0 54.0 ; ' ;•Total from invcstmcnt ctieitiv:i ].78,� 77. 61. 1631. '36.8 { 7 ) 9 ( I ) 5 7 3 ;,", TRUST ACTIVITIES: ' . TRUST ACTIYITlF • . ' 'l rusr Funds Received . i 68.4 78.7 . 85.0 58.5 • 3-7 Trost Funds Received i 5.5 ' 18.0 24.4 2245 29.6 Transfers from etc):Other Funds r (56.2) (49.7) 7].3 (20.9) • (35;5) - Trn I; �islers frnm (ro) Other Funds (10.8) (22.9) (32.1) (29-4) (24.8) InVeurn s From' Other Fluids 0.0 0.0 0.0 (57.1) 16,8 ]nvestmcnt from Onccr Funds 0,0 0,0 0.0 (56.3) MO ,4 17 Landrau"a]s and Benefits 1-' • ':' (17.1).. ' (15-1) ' . (25-9) (10-4) -(8-5) Wirhdrawals and Benefits (6,1) {4,.1.) -•� (7.0) (4,0) Plan Fees and Fund Expenses • � 01.7) (2.1) (2.8) (1-8) ' i(�.-7) • 1`I _- ''.: Non Fees and Fund Expenses' (0-5) ' (0-6) .' (0-9) (0-9) 1 TOTAL TRUST ACTIVITIES: 6.(i 11. . ''1'2 . 1 n { 8 7f 3 .7 33.8 { } } '.'DIAL TRUST ACTIVITIES:�' 1..9 .6 ' 7. ,6 5#S.0 8"6� , NET ASSETS;ENDING. 282.8 • $467.9 "$534.0 $467.7 $3363 - - NET ASSETS, ENDING: - $91.2 $110.7 $149.4 $192.0 $206.0 II . •- :, ,... ,• EXI ENSES TO EXPENSES TO AVERAGE NET ASSETS: AVERAGE NET ASSETS: r k ' 1,1•1 Plan Fees'and Fund Ex' ensesi 0-62% 0.(;0% • 0.57% 0.61% 0,97% ' - , ,Plan rccs.and Fund Expcnscs[„:, 0.60% , 0.59% 0,57% 0.59% 0.95% 2 r Other 1=ttnd Experts--!' o.91% 0.01% 0.Q]5.6 0,10% 0:F01.ai Oilier F,Li3d Expenses 0:01% 0-01% 111IJI% 0.05% 0-83% TOTAL EXPENSES: • _ 0.63°!n '. '° 0,61% •',0,58% 0.71% 1,87% TOTAL EXPENSES: ' 0.61% 0.60% ' . 0,58%- 0.64% .1.78% .., NET INVESTMENT INCiE NET INVESTMENT INCOME TO AVERAGE NET ASSETS: ,_ ' (.61c.!4) {0.59%) 16:5.1% 4.01% 7,87% • TO AVERAGE NET ASSETS: 0.48% (0.59%) 7.05% 3,69% 637% ,i Ii' I ' Coitsists aF manal,emenc, plan�clminisrrncion,and accni.nr mairirenancr.flies. •� 1 C:nnsisrs of nunagcmcnr,!thin Aminisrrarion. and account maintenance Fees. " n., '- Consists L Isubadviscr fees (prior'to March 1, 1909),cusiodial expenses,aiid uperaiiu costs. • : 2 CCIASrS Of subad++iser fees (prior to Manclr I: I999), cLrsiod ill I expenses,And operating coats. Plen..c None:Totals Islay net add due to rounding, ;, r., I, . Please No re:Totals may not add due to rounding. a. , I ii ail l II I I :II 1• 56 57 - II i ' I I I Condensed Financial Information Condensed Financial Information I INDEX FUNDS INDEX FUNDS . - I _ a ,.• - ' MID/SMALL, CO. OVERSEAS EQUITY CORE BOND 1 504 STOCK 'I INDEX FUND* INDEX FUND INDEX FUND INDEX FUND I ' R ! , .5(4:ai,finut) 20.02 ' 2001 2440 l9`99 " 1798 2402 2001 2001? 1999 1998 f f 2402 2001 2000 1799 1798 24)0 2001 2000 1999 ]998 ... 1 . .. 5,�,rt lgrf�,0,rr NET ASSETS,BEGINNtNG. $]70.7 1142.0 5152.0, 5275,5 , 5211.8 I $136.. $148;4 $170.2 . .,$94,4 $16.4 NET ASSETS) YSFC1NN NG'; 341.5,, 548.2 526.4 $14.9 ;$1,1.6 $11.7 $15.3 $18.2 $29.9'• $2.2 INVESTMENT AGTIV]TLES; INVES'1 MZN'C AC P1VITIES;° IiiSrC S 0.0 0.0 4.0 {1.5 0.4 O. 0.4 0.0 0.0 4.0 liuere xi 4.0 8.9 0.0 0.4 0.0 0.0 0.0 0.0 0-0 4.0 I', DJivider'(Is '' - 10.3 9.7 8.G 8.6 . 0.0 IA 1.5 4.1• ].5 = 0.0 Dis•idcndg 4.0 0.3 L.5 0.3 0.0 0.2 0.2 I.0 0.3 0.0 1 I'' Other Fund Ex nses ' (0.0) (0.4) (0.0 , (0_I 0.2) 4.Q ,'(4.0}, (4.0) 0.0 4.4 --.'(0,0) - (0,0) (0.0) O. p } ( (0-G) (0.0) (0.+]J 0.4 [Jil7e:r F+]rid Fxpcusrs 4 0 x"I. (4.4} Net]ns Smsnt T ) 0.0 Nat 1it,�t�rrer�t fiseonte 0 0 _ CI.3 m 1.5-- - 4 0.3 u.ci ndrne 103 9.7 8;6-" 9.4 (a.z I A I.S 4.l 7.5 0.3 40 9.2 - 0.2 1. ' Nee Rrakik.ed i Net ltcalir,ed . and IJ„reulised Crain (Lusk) 7.2 3,0 6.5 (15041 20.4 (32.5) (20.p} ' {185). 24.8 ' 11.9 and Unrcalii,cd Gain (Loss) (7:9) (5.4) (13.6) 5.5 1.2 (2.1) (3.4) (3.8) 3.6 '4:5 !' Total Eton InvextnreruiAcrrriirpy 17-$. 12,7 15.1 (6.4} -20.2 (31.1) (L9.2} {HA), ■ 26.3 11.9 'focal rrout (I;•csutren[Activitics'' (7.9)!` (5.1) {12.11 5.8 . 1.2 (1.9) (3.2) (2.8) 3.9 4.5 f TRUST ACTIVI'LiES 2 2 -' RLJS 1'ac 7 fV1 TIES; 1 ,r dr'_1 2_4 2 'G r 1 �� P, Trusr Funds Rtccircd 21.0 1 15.4 I3.] I8.4 2Y. .6.6 R:4 37.3 - 32.5 16.7 Tru.�r Fund:Received G.9, , 6.8 7.6 3.4 3. 3.4 3.0 ].7 111 Transfers From(ro)Other Y'tu,d$ 14.3 16.7 (30.3) {52.5} 5.8 (14.9) (16.1) (37.2) '- 2[:5 $0.4 Transf ss From{io)Omer,'udds {1.7} (7.1) 28,2 3.0 (0.7) (0.7) (2.61 (2-6) 2.5 5.3 Invrsrmen[from O[hcr Folds 4.0 :; 0-0 0,0, (75.1) , 20.8 0.0 0.0 9.0 i 0:0 0.0 [n Imericfrom O[her Funds'.i '0;0.1 a.o 0.0 0.0 0.0 0:0 • 4.0 • 0.0i,. (20F.G) !6.5 I �chdrawa]s and Bend:LH 1 5.7) (7.3) (7 2) (6.9} (7.5) (7.0) (4.5) } 3.4} I - ;11(1-Q) irhdrau•alsand Bcnef]o (1,$) {Y.Y} =(Y.7) (0.6) (0.3} (0.7), , (0.3) {9.61: -(U.4} (0.2) (6.R ( Plan Pen and fund Fxp nscs (0.7) {O.A} (0.7) (1.4} (3.0) (4.G) (4.G] (4.7} ([k-F) -1,0.4) ,. Plan Fees and Fund.Expenses (0.3} {0.2) (0.2) (0.1) (0,I) O.I) (0.k) (O.L) (0.!) U.L) l, TOIAL TRUST ACLTVrFIES; 18.7 24.0 (2S-1) (ii7.1) 43,5 7.$ 7.2 (7.4) 49-9 65-7 TOTAL TRUSTACTIYITLES: ] 5 ,-(I.61 33-9. 5.7 2-1._ 0.9 (0.4) (0.1) (15.6) 23.2 (ThT ASSETS,ENDINC: 214.9 5178.7 $142.0 3152.4 $275-5 5112.8 5136.4 8149.4 $370.2 $94.0 NET ASSETS,ENDINGr S35.1 $41_S $48.2 4;26.4 $14.9 $10.7 511.7 $15.3 $10,2 529.9 9r. I EXPENSES To E}(PF, ]$FS To III AVF.RAGE NET A55ET'S, AVERAGE[ti.E.T ASSETS= ,;i,., t' 1 PL„s F and Fund Expenses] 0.56% 0.5896 4.5676 0.5891 '' 0147% 0-66% 0.60% 0.55% 0-56% 0.79% Plan Fees and F I F,gpm,..4i 0.59% '0.59% 0.54% 0..62% 0.84'% O.60% 0.60% 0.5R% 0-.0596 0-84% 1 Othn.Funil Fxpent4s2 0.01'76, ' ',4:0]% 0.0]% i 4"04% ,, '0.08% 0.01% 0.01% 0.0I% 0.02% 0.04% OIhcrFunrd Pxileus2 `J•1' 0.0I'A''' '0.01% 0.01%" 0.03% 4.09% 0.019..6 0-01% ' 0•.01%''0-0896'0-k 4% I' ' -._.. ... o 0 EXPENSES; - ° - 94 O.i]$6 0.6,l% 0:59% 0.73% 0.9J1%,t LC31AL Exl 13hESL.S: 0.5996 96 4,6240 0.959.6 0.6296 0.6146 0-56•6 0.584.6 0.638.6 TOTAL E?C] Ft�S�:S; O.G040 a.Go4b 0.55°+6 0.65� 4.7.3 0.39°16 0,57 II NET I7+1 'rST'h1EN i'INCOME NE 1NYL51hLN1 INCOME ; TO AVE,RrIGL'NET ASSETS: 4.87°70 5-�4496 f,.27"Sb 4,64°� NIA 0.559.6 0.4396 2 �i44� 1.92yb NIA TO AVERAGE NET ASSE'T'S, 1;0.5 8%) (0.4330} 2.6096 1.6646 Nl�L 1.158.6 ` 0.8 7,"�b 5 7496 _1.594fi NIA ti' .4.!.. I I' . ILestrucrt]rcdl Ana renamed Core Boiid Index Fuud efective'une 1, 1997" II I Consists of management, plan arlminjsTration: and 14OUun[main[erta]]ce fees. I [ Cons isrs DE management, plan administration,arid aCCOUn[1IYaintceub]lee bees. lil' 2 ConsisTS of sul]od.iser fees (prior to March 1, 1799), custodial expenses,and nper,[ing s co .SS 2 ( riSIS[S of sul�advi, r fees{prior ro March 1, 1999),cuccodial expenses, and operaring cows. • NIA-Nor.applic..ble Nils-blot al]plicabls Please Note::Totals may not add due to rounding, • PI■ use Nnt Tota15 may not add due to rounding. ,l i'I, 5-8 59 II 1 II -; •-- I[ Condensed Financial Information Condensed Financial Information • ,I BROAD MARKET INDEX FUND • ,• . MODEL PORTFOLIO FUNDS , ,, . ,..: -,..,„. : • a in zul If ion.r.) 2002 - 2001 2000 1999 1998 • ' I NET ASSETS..BEGINNING: $344.9 .- $,429-4 ,., $569.7 $533.9 $419.5 SAVINGS GmENTED CONSERVATIVE F UND GROWTH FUND I I •,II:.• '14' ■71C..1 , - I - INVESTMENT ACTTVITLES: a.,/..., ' i.f.q • -.m.P . . • 2002 200 k 2000 1999 1998 2.002 2001 2000 1999 1998 111ECre..51! -71•:,7 ±1!:'1,. A.I..5_ I 6,'11° I 1.71)19' ' 0.0 • 0-0 ., .: _ , - Dividends - '•:- . • -* 0.4' - 2.6 -7- - 29,6 9.0 '0.0-71 ' '117-1 NET ASSETS,BEGINNING: „S7.6.6 . S54.7 $99.3 SO6,1 $52.1 $176.9 .516.2.2 .SI90.9 5 1.35.4 $72.9 0 thcr Fund Eip-1.enses.:- ••,' ' c1 /0.0 ',' '-''''' (0.-0) • .,::',, ' 01 ry,;-. (0.0-- '7 '''... (0,3) ' ' •": , . , • . , ]NVEST.M.ENT ACTIVITIES:. • Net Investment Incomt 0.4 2.6 1 29-5 8.9. . (0.3)-.. _ I Inr;20.a: ., 0.0 0.0 '." ' 0.o 0.0 0.0 0.0 0.0 ' i-J..0 0.0 0.0 II.II I '1 Li ■!_!i ii 'r 11 I I: i! , DiViderldS , . 2.3 4.5 I.I. .1.5 (..0 4.6. 9.i) ,..5.5 9.6 0.0 I Nct Rcali.zed ,, , r f I 1 ' L.! '1, t r i i I IL. ■•, t i ' Ofhcr Fond E.gpense-.,. 0.0 (0.0) f 0 f)) 1'0.111 0.0 0.1) 10.0) fr.L.0 10.0) 0.0 - • _ ' 'a_nd.T.Inrodiud Gain"(Los)_.' L(71.5)-1 '-1' (54.8) '. '' (79i81)______ 102.2 . „ .,g6 2 ,rEr: Neil I m...rdine0(income . . 2.3 4.3 1.1 4.5 070 5,5 g.6 0.9 • I, . . Total from Investiinent'Ae'tivitin , (71,1) (51.2) . (50,3) 111.1 ' 95.9 -r...rcir iteulif,....ed -• - ' ll , • . - . H • ' .1 I '': iii0 Unitalized Gain (Lim) 6.4) (2.5:1 4.7 0.2 6.2 1.1 C...9) - (9.3) 4.9 5.0 i).6 TRUST 4C.TTYTUTS: t , I 3....' ' ''.:," T.; J-11"r' " -,,±* r,, - : -:;,' ,:, ..i ': . ' . - ' , Thud From Investmegn AcLivi(ii=s (1.1) 2.0 5-a 4.7 6.2 02,3} 0).3) I .-! *6 -ch° 10.4 14.16, 11.16,_ !1;, -,-Trust'Funds Received F, 0,. ■ ',34:CP .-- -=Mit 7 - , 47.ii;', - 55,3.i.,; _ .•:•, ,.;(50.5 i-,7-,-;.--1. • , . , I , . 1 , . I -TRUST ACTINITIES:. 1 Transfers t-n-nn (Ix)) Other Funds (38.2) (56.6) (114.Z) (92.4) (1 8.2) TRISF Funds Received , - ' 1e.7 ]4.7 17.7 L9.3 20.6 :•'....i.0 2'9.4 3.6.8 :34.5 30.0 Investmenc From Other Funds . 0.0 ,0.0 _ 0.01 {21.3) . ' . (p^.._,,)-_: -, r . . . I Transrers rrom(Ea)Other Funds 3.5 ]L5 (59.0) l'.2.8) LL.8 .f.I 1,0) 1.3 e2) 1.5 8.5',1 15.7 20.2 WI did I-amid:5.2nd Berter(s , - (1'8.2) ' 112 1) f 21.0) (14.1) . (12.4) wididrwals and Eendiws (9.1.1) 1.6.0) {8.7] r.7.7) 1.4.0 (17.4) 10.4'.1 116.5) (8 e 6), (5,3.1 HI . •Plan Pees and.Fund EN, .e.:rists: ; ' 1.4) a • •• 1.7) (24) (2.8) - . , '.(4j),. , .. i Ptard Fees and Fund.Expenses MA) {U.3) {0A) 10.3) 0.0 1.0.8) {O.8) (0.9) r.U.7) W.0.1 TOTAL TRUST ACTIViTi-ES1 10-8 L 9,9 130.4) 8.5 27.8 3.4) : ]5.0 (39-11) 40.1.1 , 50,E,.1 . TOTAL TRUST'ACTIV1TIES:'7 '': i r,i i'..8) ' ''' (j2.3) . '' (90.6' (75.3) '- •- '18'.5 .' ' ' I , 0, '' ',-, ' ' b'I .- , . ,t', . - - „ .-. NET ASSETS,ENDING: - 586-3 $76,6 „554.7, 59E1..3 $86,1. 5167.6 $170-9 Si62.2 $190,9 4135.4- 1 NE.T ASSETS, ENDING: - 1$250.0 $344.9 $429.4 $569.7 $533.9- 111 ,, ExpEr,,fsEs To.07.ii.AG F.NET ASS FTS: EXPENSES TO Plau Fiii..1 r....-d F4tii , •- r•IO2% 0451% 1).6 % 0.'39% (0.1]'51)5 - 0..6 L r.s6 0..6 0%• 0.67% n.4 fi% (0.0 I U.) i AVERAGE NET ASSETS; ,,, ._ . 011.1cr F.mui F.xpenFW2 0 0 i% 0.0 1% 0.0 0% 6.06 9.$ N/A 0.0 L'K. 0.0 I% .0.0 L r):L. U00%, N IA °111,TIAL EXPENN E.".1: 0.63% 0.62% 0.68'IC 03 9% O.I 1%5 0..62% 0.61% 0.66% 0,46% (0.01%) .. Ilan Fees and Fund Expenses' 0.599,6 0,58% _ ■ ! -1 r' '0.59% 0.57% ' ,•0:87% '-.- . . . , . • Other Fund F.N.pens.esit: ;, , r 11 I! 0,01% .. ,-,, ., 0.01% -' 0.01% . 0.03% - _0.0,6% r, NET iNVESTrytENT I NCOm IZ • . To AvaLAGE-NET ii. s.E7r.s.: -- • 2.31% 5.81% 7.22% : 4..38% NIA 2.15% 4.77% 2.64% 5.4 1% TOTAL EXPENSES ''.'' ' ' 1''''.1! ' 0.60$ '-' 0.59% l'•-0,56% 1' 0.60% 0,93% ,• , _ • 1-.3!•:,i ....,-74,r," .' ,Ye' ,77 . NET INVESTMENT INICOME . • . :, _ . . _ .. . . . . ,,t,--. • , TO AVERAGE NET ASSETS: (0.49%) 0.074/0 5.87% 1.65% , N/A ' - , , i I , I 1 I Consists of manage(flent) plan admini5truion, and..accotnit maintenance Fees. 2 Consists nEsubadviser frxts(prior to Mardi 1. 1999), cusmdial cwpcnscs, and operatint•cosr-s. I COnS Isis of model PorrFolio Fund, plait.admirkisrrocion and account rnainrcnincr.: Ilc•-s. H I 11 N/A Nat Applic3h le 1 2 Raid exponse,5 a arged ar the underlying hi....t.scrnimr Rind, .1.7..ff.x.(ivc:April I'.:c.9 ).J..,0p:with%,experhk1 eLmrsed at the Mudd Portfolio 1U]1[I InTE. Please Note:ToraLs may not add due.LUr roundilig. ' N/A-NoT Ar pl icable . - Pltase Note Totals may not add due to rounding. ., ,-.7!::.r 2S7 i.' J:-.57.,j1t7;',1%:2-,11 -' i''.i,.:--. :;".1,]:;,T...17i.L:?..1-,.::.'!I • • 60 1 i, 61 !: 1 . 1 • • I _._.. -_ - -. - --------- . j Condensed Financial Infarmetion Condensed Financial Information MODEL PORTFOLIO FUNDS MUTUAL FUND SERIES VT PIMCO VT PIMCO I TRADITIONAL LONG-TERM ALL-EQUITY TOTAL HIGH VT LORD ABRETT RETURN YIELD VT,FIDELITY PURITAN LARGE COMPANY • "' ''' GROWTH FUND_.. '.''GRIOWTH' FUND "-- GROWTH 1UHU' -- :, FUND1 FUND.' - FUND' VALUE"' 200 i • 2 2'001 2000 :`"1999 1998 2002 2001 2000 1999 1998 2002 2405 2000 (3 iri otilliux0 ,; 1 :._1[.. 21102 . 7,002 Z002 ZOO] 2000 1999 1998 2[F02 2001 2004 ' 44.4 5206,8 5126,3 s2.7,7 : 58.3 80.o NET ASSETS.EtECIN,,irrvG $0,0 , $0-U 542,7 $37,1 $35,7 . 5-47.5 $]6.0 $11-R $4.4.-'' $0-0 [ `fASSl;rs, L�LCINNIhG 3991.7 $354.] 5373-t 5x40.8 St39,4 S3ut,y• 5351.9 s5 , 1 It VESTht NFACTMTIES: "'+ INVESTMENT t ACTIVITIES: 0.0 0,0 0'il U,0 0,0 p.CF 0 0 4 0 it lnrere r 0:[F 0.0 0-4 0-0 • 0'.0 0-.0 0:4 4 0- 0.0 0.0 0.0 0,0 0. -,- 0 0.0 Dividends I. 1.3 15.0 16.0 21-2 0.0 5.2 10.2 22,5 ]1.8 0.0 0.1 0.5 0.5 � L.4 1.3 d.9 2.9 0,2 0.2 0.3 Other Fund Expenses 0.(F 0:0 {0.0) (0-4) 0.0 ;0.3) 0-O 0-01 (0.0) 0.0 0.0 • ,0.0; 1:4..0}„ Other Fund Expenses (0.0) (0,0) , ' (0.]) , 0.0 0.0 O,CF 0_0 {0,0) :{}.9,• ' 0.0 w r I '; - x1.2 0.0 5.1 10.2 22.5 1].6 0.0 „ 0.,] 0.5- • 0.5 Nctinvcst iciitInoarnc ---∎ t -(0.0) (U.{]) (1.3}.. , I,3 , 2-9 , 2-9 2.G 0-2 - 0,2 0.3 ' Net Investment Income 7.3 I. .Q 1 G,0 Ncr Iica[izcd Net Rea]cud i' ', and Unrealized Cain (Moss) (60.2) (29.6) (4.G) 24.] 25.2 (79.2) (37.4) (26,6) 59.4 23,0 (9.3)•-.,x(2,4) (0.6)-x. and Unrealized Crnin (boxy) •0.1 0-J - (3.11, (1.85 ().5) (2:11 0.9 {3:5} i O.G} '70.0. Total from Investment A/Ail:itiss , {52, 1 {14.6) L1,4 45.3 25,2 - (74.L) ._{27,2) (4,1) 71.2 23.0 C9-2) (1.5) (0.I) Total-from In' tmentActirilies 0.1 , , U1. , (0.$) (0.5) •,c 2-1 , 0.8 3.5 • {3.31 (O,4} 0.3 TRUSTACTJVITI.S 1 r°" T1UUSTACCIVIT]F5= Truat Funds Rrreived kOL I 98.1 I 100,5 99.5 71,0 • ,106,0 4 76.9 106.L 70,6 64,7 20,3, I L3,R ir' 12 livat Funds];eocircd 4).7 O.l : 9.7 5.9 4.9 9-8 _. 7.2 ;3-L 2,0 . 0.1 Trarisfors.FroTri(w}Other Funds. {27-7) i 19,-1-)-{J 04,5.1-- -- 14,2 `Y -I5,2 - '(24,6) k{1G,5 475.91 5,6 f k,01 2,2 7, ,...1.71A . 7ia�YSF rs 1fl)I1 {in){ 11,cr Fve�ds 7.5 2.4 ?f.I 2-6 (4-1) (0.8) 2.2 5.0 G,( 4.0 iihclrawalaa.ndliint:11iis {23-9) {14.9) ;24,71 115.5) (10,0) (16,5) (11.9) {16.91 (6,F#) (5.71 (I,4) {(L4) {0-0} 1)ivitlenFI Oi.LLA.„f..1.0 0.] 0.0 0.6 0.2 ! Pion Fees Hull Ex1i ii (1-9) (1.7) (1.9) (1.2) 0.0 . 0.9) (I,8) (.:1„21 0,0) (0.0) {0-Z1 0-11 (0-01 . Wil1niriv..11.rand Iicmiles ,, • (0.2) 0:0 (4-8) (2-3) (1-7) (1.5) (L.3) 1.2 (0.3) (0.0) TOTAL TRUST'AcrlV1- Flrt5= 47.G 52,4 (30.4) 87,F 76,2 63-0 - 5.6.6 II.4:i 66-4 57-5 21-0 20.9 6.4 ]'Iaa. 1-'ct::and.Fund Expengls (0.0) (0-0) .(0-2) (0-1) ' (0.0 (0.]} ILL 0.0 10,0) • . . TOTAL'rRl.f5'1'ACIfVIT1FS; j-1 2.5 79.4, ' G.1 (1,0) .. 7.4 8.0 7.0 , 7.$ ` 4-1 ' NET ASSET'S,Ehfl)IEIC (5386,4)5371,7 5354.1 $373.! 82.fl-F . 5370.2 .5.3.1#1.3 $351:9 $314-11 $2a6-ti • $39^4 $27.71 5IF,,9 NET ASSJ=TS,LNDING:- $0-8.- 52.6 • $.121.3 _542.7 537.1 "535.7• $27.5 $15.5 '311-8 , $4.4 . ExPFY151�5iT)AViRAGENET - -- - - - -- , 4551 f5: 1 la i• ' l CP1GN51 TO AVERAGE 1 II. i, , NET ASSETS:, !Can bees and Fund fa cnscst -6 �h .6 L I I].6 I].4' 4F-0'% 4.G-0% 0.5 95 0.6 76 4.4 596 4.079'0., r �I, p 0 _ 0 9h 54h 3"16 i 3 9 - Q-6946 .0-G�9G. NIA '" 1. T Tr AI E]iT'ENSFSS- G.G34'o 0.675'0 0.66% 0.4496 0,041116 o,GI% 0.64% 0.70% 0,46% 0.0746 0.70% 0.6G% NIA. NMI.P.ees and Fund Fxpenaes- 70% 0,75% 0,73% 0.73% 0,69% 0-G 14t, O.6k% 0.71% 0.67% 'NIA p 04140 rO.0 696 (.M ic' - , 1 , • TOTA[.SEXPE[tiSFS! ,70: 0.75% 0.73% 0-73% 0-69% 0.6L% O.61% 0.71% 0,67% IA 1 ' NET INVESTMENT INCOME TO AVERAGE NET ASSETS; 1.3096 1,57% '3.74% G.54% NM 4.78% 2.30% 5.38% 4-3846 ND (0.23%) 2-1i19i, NSA i'wI TVYFSTM1a�JTTN[{)411r t; ;, TO AVERAGE NFU ASSETS; 3.30% 8,06% 2.46% 2.66% 8.71% 7,66% 11,69% 1.13% 1.25% NIA Li',t " ] Fund inception date;fill-EquiE}'GrorrEh Fund-October 2;"2&O 1 i� "':}`' 1 Fund Inception Dates; Vl'Putnam Voyager Fund Julie'2, ])J5.VT FJdeIi Puri>;an Fund -June ti, r. - 1995;V'I'Gabel];Value Fund - '� 1;,,_. � .. , • i i',: •; �f. ,.t ,P; f:7 '-- •P , October 2, 1995; V'1 American CeitturufUltra Fti d,VT Fidelity Mage11a11�'Fund, ant.VT,hidelirw•C.ontrafund®-January 2, 1996;VT OMisa of Model Po'r1FoGo Fund, plan administration and account ivaintena'nte fees,' .- 3 Fund expenses charged or the underlying inve,5nncnm Hind. FWFiective April 1999,operating efrpenses charged at the Model PoilinElo Fund level. American Orntury Value Fund-Sepl I]IberI L997; VT tFS Large C ompan}'[rrourh Fund -C)CmheF I, 1998; 1 1'PuLILaul lukerri1tiunal H 1,' ' ,(b'1 Crowth l=and -July 1, 199:9;VT Lord Abbey(Lnrgc Company Value Fund, VT [NV]:SCO Small Company Growth Fund,VT T. Rowe Price '. 1 Small-Cap Stock Fund-October I, 2000;VT Calvcrr Social lnvcsrmcnr Find Ecuir' Portfolio -July 26.2002;VT I IMCO Total Return N/A-Not Applicable Fund,VT PIMCO High Yield Fund, VT T. Rowe Price°Small Carl Value Fund, and,VT Janus Adviser Series Worldwide Fund -July 29, 2002. Plc Esc Nnfe;Timis may not add due to rounding. 2 Consisrs of mutual fund scn'ires, plan adminisirarinn,and account maintenance fees, Excludes fund expenses charged by the underlying ' mutual fund. NIA-Not Applicable I . Please Note..TnrnIs may nos add due Er,rounding, I 62 3 t il 1 ill -.. Condensed Financial Information Condensed Financial Information I4 F L1 t. C' MUTUAL FUND SERIES I MUTUAL FUND SERIES VT CALVERT ' SOCIAL I . a - .v . IIIIVE TM€NT . yy VT AMERICA '.CEN 1RY '5 I-' . VT GABELL1 . -: ` tF,UND,EQUITV _VT,MFS„LARGE COMPANY . VALUE FUND' I VALUE FUND! PORTFOL101 GROWTH FUND' VT FIDELITY CONTRA FUIYDOI I � I,a •$i,r';rrflroNJ) --'I''r. I 2002 !'.2001 ,•2000 L 999 L 9911 - -_'2002 2001 2000 1999 1998 (,Srx.."04nnr)..., - ----- -• -- -2002-.- _ 2002 .2001 2000 1999 1998 . 2002 - 2001 - _2000-- 1999 -1998 NET ASSETS,BEGIN*]ING: ' ' SG1.5 '--$23.0 -$10.7'; ` 58.9 S4-6 • $140.4 5115.2 .$135'x5 566.6' ,$2'2.5 . NET ASSI71'S, NEC1NNING; 50.0 15108.3 $147.9 ss5.8 $6,7 $0.0 1181-5 $201,9 $210-3 $110.9 $71-2 1 I INVESTMENTACrFVET-LES; i 1NVESTMEN`f ACITV1TIES; 3 ner'leSr. I Li , . • 0.0 0-0 0-0• • 0-0 0-0 0.0 0.0 0.0 0-0 0-0 ' I111:rfisr . ' O. 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 4.0 Diviclends .11 0. ' • 0.6 ' 0-2 ' 0-9 I. 0.0 0.0 ] L.3 I1-0 5i7 I)ividfir[[I.i I 0.0, L 0.0 ;0.0 ' 13.6 •;I• 0.4 0.1 0.9 25,E 31:11 ' 9-9• Other Expenses1 •'" _ . (0-I'] _ • 0.0 0-0' 0-9 0.0 (U.]) {0,17 0.0 0.0 0-0 O11[ei1- sriF�peii (0.0) • 1.0:.11 (I? IIJI 0,0 x0.0 0,0 ' [0.]} (0.I) ., 0,0 0.l] !Q-Q oInieesuascntIncome 0.4 0.6; - 0.2 • '0.9 ].5 (O.T'.1 ) 54.1) 13,6 G.1 0,4 I 0-0 0-8 25-I 31.0 8.7 ' {0.1} ] L.:T 11.0 5.7 . Net luvecu[Yfiur Iluouve 1.0,07 (O,t ' 1 I Nei.llepliw[l = Net Healim.d. e oniilirrcili?ed.C*s1;n_Loss) _ '(11,4) ' c• 4,41 -F2,51 -(1.G); 51.I) C26.Z 5.9 r .: _ dIlirealis•,ed(:ain{Lass} 0-7 (30.2.) {3621`; (27-R} ]1.7 U-41 I (ta.4) •(26.'5) , {39.7) , 6,9 16.5 1 -- { ) (22,0) 13,4 3,4 .L1[ _ Tiii1 From Invvxtmcnt,ActiritiO :(11,0} 5.0 ' • 2.7 (0,7) I -0.4 (26.3) 5.8 (10-7) 25.4 9},1 - 'lutilFroimm InvesunenCAcxiviues 0-7 (30.3) (36,3) (L .2) 18,0 0-8 1 (t8.4) .(25.7) {14.6} 37.9 25.2• ' I L ]-RUST'AC1'IVITI IES_ i' - . I'1tUST Ac fVfI[CS: _ 1 ',.• I Trust I uvd,"Rcceivcd . ' '12.2 - 7.0 2.5 • 2.] I• 3 9 20-4 '15.9 21-I 15.5 • ]2;3_ Trust Funds Received ' •• 1-5' 21°.3 2?..7 24,L 35.9 0.2 24.6 31.0 29-3 42.0 22,0 TraosFei FrrusY(In) Qrher F,nulk - • 3,3 ' ' 28.5 • 7.91- 0.9' 0-] 1i-0 `9.9- (24.97' '90..2 ' 24.3 . Transfers Trani((o) Other Funds 15-1 I •77.4 •{2I.1) 57.4 26.4 '5!7 ; (3-0) (17-1) •,{I4:8) ]6.2 ! 3.8 Dividend] ii[Yihe[rins I 0.5 I 0.0 Dividend DisETibudon ' 1 R-0 11.0 t I 0.1 Wirhdrwnls find Beilenu (5.1} {1,91 {0.7) {0.4)1 {0,•1y (7.2) (1,-01 (5.3) (2.7) 1.1..3) \V.hdraval.and Benefixs (0.3) . .7.] (h:2) (5-2) {L.0) 0.0 I {10-3} (8-1} (7-5) 54.0}, '. (2.71 I Plan Ftci and F=und fupcn9l•S I_- r.'- _-- x.21 •.{Lji-{C 111 {0.11. 0.0 {0.5} 10-41 111.1) L :{n 21_1 1' Plan Feesand Fund Expenses i . {0.10j,r. t 1 1.0-31 1.0-3), i0.4)• (0.2) 0.0 (0-5} [0.5}' 4[0-B) • (0,7) (0.G) 'TOTAL TRUST ACTIVITIES: I . 10.7 .3.3.5 7 {9-6);, •• 2-5 3.9 - 18.7 19.4 (9.6) ' 42-5 35-0 TOTAL TRUST ACTIVITIES! 16.3 91.3 (2.9) 75.9 61.1 5,9 10.3 5.3 6.2 53.5 22.5 C I - _•ul NET.ASSETS,ENDINC: I 561.2 561.5 $23.0 $10.7 S#'.9 5132,8• 5140.4 $115.2 $135-5 $146-6 NET ASSETS,END INCL. $17.0 5169.;5 5148.:3 $1475 565.8 $6,7 5173.4 £181,5 $201.9 $210.3 $118-9 1 t F.7CP.FI4 •E5 TO AVERAGE NET ASSETS: , F7CP$NISF.S TO AVERAGE . _ . • Plan Fees and fund E pens& 0.74% . 0.75% 0.76% 0.67% U.(9% 0.74% 0.73% 4,729E 0.674t.„'0_j341;' ".. NET I Plan-Ececoud E:und E•pth.srs' •50,71461, (0,75%). 0.7496_ 0.71%. 0-1,94 NIA „i 0.7346 0.73% 0.7I% .0.6R9•,• .0-75% 'Cl}TALFJ(I'P.NSIS! 0.74% 0.75% 0.76% 0.67% O.G9% 0.7+196 0-73% 4.72% 0.67% 0.73% 1 • 'r0'1'ALEXPEhISES: (0.71%) {0.75%) 0.74% 0,7156 O.0% NIA ' 0.73% 0'739%14,71%: 4'.6846 ,4...7594 1 . NET INVE..S-I'MEN-r INCQME T r.-, ,;rl r,. dl' I i'1 • , o` i •.'t,, 1'o AVERAGE;NET.0L'iti];Tti: U.33% 0.60% 1.63% 7.09%121.30% 1(0.6496) (0-70%) 9.27% 9.+1x96 ]t-32%.• , r1'E`I'I['VESTI4IENC INCOME . . I TOAVERACE NET ASSETS! 1.0-6537) {0-6R# i0.73%} 10,11% t2-41% NIA (0-559 ){0.2096112,02917,2]% 9,8236 • ! . I 1 : 1'f -,.,.•, r J I Fund [1lccprion Dates,VT [sutu3JLI Voyager Fund-June 2, 1995; V l Fideluy PiIriran6 Fund -June f,, 1995;VT Gabe[G Value Fund - -.'. 'r ' ° ,I I -- , ' , I- 2 ' I Octuber 2, 1795; VT American Cm-intr.!" LJlcriR']und, VT Fidel 'Mag• 1[an°Fund,and VT Fidelity Contrail-one'-January'2, 1996;V'I' t • • ■ r i F ,I 0 J -'' u American CcnTUr} I Value Fund-5c )ember 1, 1997;VT 1./IFS Large Company Growth Fund- OcEober 1. 1998; V-7- PuTnam I ncernaTionaI Fund Inccprioll Darc{;VT.]'iJCnanl Voyager Fund June'2, 1995;VT Fide'Er}_l unTan 1'11ryd -.Nile 6, l99`Ji;.VT(;ibcIIi. ;Air fund - Occolbrr .. a. [ S I ya , F . T I`J95 VI ArrYeri[ail Ce]Lrury L.1 1E111'9 Fund,VT Fidcliry).:faigellon®. FuJLII and, I'1 idc[iry CuIL raFuE�d -J3Jwar}' Z, 1996 VTAiiicncnn LcnGLIru LI CirmuGh 1 and July I: 19 9, L{lIY[r1b1lCL'VLaiie CbrILpall} L.L[ue fi•und, I- INVEtiC°SMaII C'ompan}' Igwrh Funii: VT T Rowe Pr1cc f [ J '. value 'Fund- eprember, ], ]9 7;VT-t\1ES Lar[;r CoillpaLly Growrh Fund.- Ocrobcr.], I'}78;.V1' I,uinam ]nrernation'al Grcni°Lh Fund -'July 1, 1999; 5n1al]-Cap'Stock Fund- Ono/et.'],•2000, l'caber.,snitial InvesTmenr Rind Equity Portfolio-July 2.6: 2002;VT PLIACO Total Return tit ali ' Grox th l sJnd VT'T i So-roll-Cap rock.fund- October a ' Loid , bbcrc Urge Company Value 7 i nd;V']'IN\ ESCO Snail vo p } Rowc I'1 cc Sn C,p S Fwid,'1 I'1 l� tCCF High l'icic[ Kind, LEI ;f 12owr, i ri 51{1211 Cap a[ue FuiYd, and "C Janus Adviser S°.ties lUnrldwir[c rlana -JYily 29, 1,2{]00;VT Calvert Social Investment Fund T giiirw ]'orrFoGn-July 26, 201}2:l*! P[111CO Ti[or RcrurJY Fund,VT I?I .1CO High Yield Fund,•V T 2{162. . W r. Rowe I'nce®Small Cap Value Fund,and VT]anus Adv.iscr Series X'orldwide FIYnd-July 29, 25)02. Consists of Mutual Ilnr mailmen, es charged , ' nluwal {Mad. Fund services, plan ,Ydminisrrarion, and �lacc (ces.Fxcfudes Fund ex}Jelts rged <}} the underlying 1 1 Consists of IriUtU21 {4111 SC vIi e , plan:idniinisrrorion, and account n1 charged by the undo ' r, cco maintenance fern. Eaclurles fund expenses c rlcilig mutual• . n' .., fund- . Please Note:To[als May nut add due to rounding. N/A-Not Applicable i1 -° - Pk se Note:Totals may nut add due to rounding", • ,-64 ,. 65 I • . l• 'l - l e. _ - -- 1 , Condensed Financial Information Condensed Financial Information , MUTUAL FUND SERIES MUTUAL FUND SERIES i VT T. ROLVE PRICE* VT T. ROWE PRICE1. , 7,r VT AMERICAN CENTURY 'SMALL CAP SMALL CAP VT FIDELITY MAGELLAN° FUND' VT P117A n VOYAGER FUND.' ULTRA FUND' "STOCK FUND' VALUE FUND' f$in milimkSJ 2002 2001 2000 1999 1998 2002 2(H]3 2000 1999 199k I'S ru ma'am) 2002 2111 . 20110 1999 1990 2002 2001 2044 2042 NETASSETS,33EGIRm]1N ! - 3136.7 . $151.7 $LG8.3 $58,8 . $2 L.8 $2.67.3 537--5-5 $2$1.6 $!z5-0 $74.11 _ _, A ' 13IGIN[`ING: $7, 3.9 $287.5 $335.5 $117.9 $57-'4 ' $13.9' S2.9 $0.4 : ' S0.0 _. `'f, i WIVES TMENT ACTIV]'1-[F2.i= I NVELSTMENT r1C-FRITIES: i I' I,IreICr '' 0,0 0,0 4.0 0,0' 0.0 ' 0.0 0.0 0.0 0.0 interest 0.0 0.0 0.0 .0.0 0.0 0.0 0.4 4.0 0.0 0-9 I Vivi...kids ' 'i i 0!7 0:6 6.L I L.4 2.3 0.0J.' 4.6 38,3 23.7 R.-0 Dividntids 4,3 0-0 34.7 9,2 9.S 0.0 0.0 0,3 0.0 ClilrerFund I;eptrrs3r4 ` ' i ' (0.1} _ .[0.L) 0.0 0.'0 i .0.0 {O.i}'.' {l .I) 0-0 0.4 cr. OThe'rFund Espenses_Y {O,t} 10.2} 0.4 0,0 b.0 O.q 0.0 0.0 W O) r [Yet Inve�tmerrt Iuonrne i . 1, i 0.4 ,[0.5 '6.1. I.I.4 2'.3 U.1) 0.5 38.3 23.7 ', .A.'i.;1 Net 1rrwestmen[Income 0.2 0.21• 34.7 9-2 9.8 0.0 0.0 0.3 (0.0) 1 i Net Rrali[ed Nei.Realized 1112l3nreali'ied Lir,(Logs.) 33,01 _ (J8.7) (2],9) 13.3 L4,4 (70.6) (82.4) (I19_2) 65-9 12.8 .:7i a,sdUurealixcd Gain (loss) (57-4) (42.3) '{[46,11 71.6 .13,3 {6_i} 1, _14.21. 0.0 Torak l'N,m Int:W.1-1 MCMMAi:1Yirtc {32,6) (18.2) (15,8) 24.7 ` 12::3 (70.7) (S1.5} (80.9} , S9-0 . ,2I.2 'loud frond I lovenme Acuvities ' (57-2) (�G2.5).' {71,4) '80.8 23,1 ' {6-'4) 0.7 0,L {0.0) `i_Lt 1 'TWAT AC'T7VITI ES: i `Boer f=unds Received I8.3 21.L 22.9 52.5 20.7 1 40.9 53.6 64.9 30.3'_ . 23.5-''',' Truer Funds R,ereived 36-4 48.3 57.7 78.9 22.3 0.3 2.0 0.3 0,2. Tran.ifersfrom([o}Orher'T-unds {L2,7) (12,3) (16,6} 35:G- 5,;9 , (32..6) (65.7} ]2B.0 42.9 . ]0.2a Tran,1rsfaon, tv)OiherNu1}ds (25.0) {39.2} 0.6 45.4 ]8,2 19.2 8.6 2-5 3,1 1 Dividend Diasributiu'r ii 4.2 0 I 0,0 ' • Dividend Disniburion '0 3 0 4 F [0. s {6.8} {:,6) HI i(hdra�,vals and Benefirs {7,U) {S,8) (G,G} (3,[) ('I.7} (12.0) (]3-7) (16.4) (5.3) (3.=3) I VCrrhdra5�•alaludBenefts ( 5) {9.5}' ' (I3.5} (L.7) (0.3) (0,0) • 0,0 HI Plan Fees and Fund I.x,Cn$ 4 10.61 {0.71 (1.41 1'4.71 (4,5) 7 1,11 1I1 0.1._ _ If fl I, Plan Fees and Fund Expenses ' (0,3) (0',3)• (0,5) (0;2) (4,2) ' (0.8) (0.9) (].7) ' {0.7}I : (4.6) I I; TOTAL TRUSTACTR'ITIES; (I'-4) 3:? (0-8.) 21.4.8 24-7 i {4.5) {26,71 1.7.4,8 . 67,0 29.8'[ TOW..'TRIJST ACT!V1'I'IrS: 0,5 (1,1) 43,4 116-14. 37.4 23.9 10,3 2.R ,'3 3•_ L; , NEI-ASSETS,ENDI( G! $102.7 $]36.7 $]51.7 $168.3 $511-R ! $192,1 $267,3 $375,5 $28].6 $LZ5.0 ETASSRTi:. ENIN G; - - 5187,2 $243,9 S287-5 $3L5-5 $1L7.9 531.3 $13.9 $2.9 $3-3 E741'ENSESTOAVF,RAGF NET ASSETS! EXPF.[1SES'(O AVERAGE NET ASSETS: ' - .1 Plan Fees mul Fund Fxpc ssr.s' 0.7796 6.75$6 0.72% 0_.65% 0.61% 0,72% 0-66% 0-7096 0.6955,:::0.72% Pian]'trs and Fund Expenses' 0,77% 0,78% 0.77% 0.72% 0.7S% • 4,70% 0.62% NIA 0.70'! ' 'IO'IAI:EXI'ENSaS: - i 0.77% 0.75% 0.72%, 0.65% 0.6 L% 0.72% 0.60% 0.70% , 0.69%. 0.22%r '1'''IAL 1. 1rEL'SES: . "0,77% 0.7R% 0.77% 9.72% 0.78% 0.704b 0.02% NIA 0.76% ti 'E'r1NW STMENTINC.OMG NET INVESTMENT INCOME • TO AVERAGE NET ASSETS: 0,01511 (0.2996) 3,7396 8.4096 5.f 8% (0.6846) (0,4256} 9.3946 [3,1546 9.58% TU AVERAGE NET ASSI1 : , {0.46%}(0.75%) 10.4796 3.97wS-.13-24% ' {0.66%) (0.03%) `NIA'' i.39% } . , , I r r ' Fund Inv.:Orion Dares: VT T'ur,laur Vo cr Fund- tine 2: 1995; VT Fi,leli Puriian Fund d tine C, 1995; VT Gabe]]i Value Fund - Ocrobcr Fund Inception Dates:VT Putnam Voyager Fund-June 2, ]90.5;VT Fidelity Puritan Fund-June 6, i 1)5;VT Gabelli Value Fund - ' ) J October 2, 1995;VT American Century L}Itra° Fund, VT Fidelity Magellan°Fund,and V1'Fidelity Concrafund°-January 2,.1996; V`1- 1, 1995^1;American Centur}'Ultra 'Fund.,VT Fi del iry 9agellan Fund, and VT Ficleliry CcnrraRuicI®- anti ru 2, 19'}6;VT American LeflhI]rY® lnlue Fund- September ],'I997; "el- M 1'S.i.a rge Comp3JLy Growth Fund -October I, 1998;VT Puriramll International Growth Fund.- Ameri lrl [ensury Value]iund.-5 pscmhct 1, 1997;1/71-A1F l,.atgfi C;ompalsy ,rxtwrh.l end--C}crober I 199$,1 7 Puma m fns rna4i4nal July I, 1999; tirl' Load AbbeLt Large'Company Value Fund, V.r IN IVESC0 Small C.nmpany.Gro th Fund,VT T, Rowe Price°Small-Cats 5roLk •Growrll Hind -July}, 1999' VT Lord�lbbcs ,T,argc Company V:�lue Fund,VT INVESCO Small Company Growth Fund;VT T, Rowe Price Fund-October 1,2000: VT Calvert Social investment Fund Equip' ForrFnlio-July 26, 2002';-VT PIMCO Total Rcsurn Fund,VI P11'....1C0 High Suia.Il-Cap Stoc*'Fund -October 1,'2000;VT,C:dvert Social Iii4•esirnent Fund Equity Portfolio-July 26, 2007;VT P1MCO Total.Return "field Fund,VT T. Rowe Iric ®Small Cop Value Fund,and'VT Janus Adviser Series 'Worldwide Fund-July 29, 2002- Fund LEI'PIMCQ High Yield Fund, V-1'717' 1 '1' k owe Priced Small Cap Value.Funcl,.and 1''1-Janus Adviser Serifs Worldwide Lurid -'July 29, 2002, L ' Consists or munial Fiend services,]}Ian administra[ioIi,acrd;leo-Juni maintenance fees.Excludes]und expcnRs charged by the underlying 1iru[tial i 2 Consists of mutual fund servia c.e.., plan ad! ministrati�on-;and account maintenance fees_ LxcJudes Fund expenses charged by the uriderluing mutual fund_ NA-N os Applicable 1 '1r,'i I'I c�'Nute:Totals may nor add due to rounding. Piease Nate:Totals may not addl due to rounding. il '66 67 , ril 11, ; I Condensed Financial Information . INDEPENDENT ACCOUNTANT • !i� ,7:w,L,+ ! ! :in,,tl;'' - _:. . ', :' The 1111411c1a1 fil'aCenitnts of the Tru5r nrC audlri'cl Icy Deloirrc SE Taucht L.],.[? MUTUAL FUND SERIES • I INVESTMENT ADVISER ECM,4. Rerircmenr Corporation I VT JANJS f'-,tupi =:C. 'Ii 'o' , •,■ 6•,; r. V.T, INVESCO ADVISER SERIES VT PUTNAM CUSTODIAN •... r, •. MASLL CIOMPANY , ._ WORLDWIDE ; INTERNATIONAL GROWTH ($uerurlGolv41 r GROWTH FIiND' FUND. FUND ti InveSK ITS Bank 'bust Company' ■ 3002 r 20,01..A..-200.0.1,,:. r 2002: I.r '. 2002 2001 2000 1999,. '., • DIRECTORS OF VANTAGETRUST COMPANY N!$f p$$F4 .HFGIhlI !I w. $4.01: 54.0 . $60_ ,,,,--$.E.7.,(1 sn.a. I 1 i .If VF5r,M.Hh'T AC:1"IVITIES= r'.•IV •;, ;r'! G o gt' Pedro a Lynn Hampton (Chair') Initr l 0.4 0.0 ; " 0.00. 0.0. 1' I 0.0 0.0 O.0 1 .0„r 1 Vice. President, Municipal Securirics Group Vice Presidcur Chief financial Officer L�ividpA14.. t'.,: II 0.0 0.0 L' O.8'.; 0.0 ■ 1 0.0 0.0 5.0 k,0.5' {11hY.I In } :rl I 4J13S Paine Webber Metropolitan ashingtoli Airport Aurhoriry t d x Sts ■ , I 4.4 0.4 4, 't 0.0',.; 0.4 0.0 0.0 -0.R : „0.b, I R° I I 4i - Term .Expireae:June 20, 2006 "Lem! Expires; June 0, 2006 No.lumorrieul Income v: 0.0 0.0 ; •. 0.8 •' O.0 4.0 O.O - 5,;0 , 0,$ =,r NEL Realixe41 8onnic Ridley Kraft Barbara J.Avard and t3nrealifred Cain 1.1..n.5:0 r,,, • {6.2} . 1316) : :{2.517.r- ,•.0.0 18.81 111.71 (10=51 2"6 , Cicv Ma mi r Administrator - 'Ibral G41111 111VaiEWI-e LI ACLIYLI17; 3 {6.Z} (3,6) i'.0 '{1.7)' I 0.0 , (8.8) 1:11.7.1--• '0.5} 3-II., Sp,1rranburg5 South Carolina C.harinrre FireFighrers l eriremenr System THUSTAC77V!TILS, I ._ , 'Is r- ,. . Term Expires: June 30, '2004 •Ierlri Expires: June 30, 2005 Tnur F,Inds Received ,, 3,7 1.1 2.2.t 0.3 , 8.7 9.7 L3-0, I-- 1"0,. 1 Transfers From(Pm)Dnc�r Funds f I,y}; 3.6 , ' 15.4-, r 0.5 I (I.3) '(G.3) �3S.,L5 13-0 r I Regina +Illiams J1 I,i C. I I:irnngtcn Dhidend DiS(ribmion I 0,0 I O,O 0.0 ei C;iry Krona ,cr Caryl tanager Wi:hdrawalssnd Bene,iirs , (1;5.}, {).6} , (4.4} . ■ "(0.4) (l,7) {x 31, ('.4 (0.1) Norfolk i inia Richland,Washington Plan.11x and Fund Expenses I I I I� (x.'11 ' 0.0 (0,4}I' ' (4.4} ' (0.0 {0 11 (4. 1 (0.0) I TOTAL TRUSTACITYITLCS; a; 0-95, 7.3 17-6;,. 0.8 .• , 4.6 0.9 49,9 13.9x.- • Tenn Cxpire5: June 30, 2006 Term Expires; June 30: 2005 I N.F.TASSETS,.ENDINCl , • $14"3; - $.L9-6 . 15"9 $0-5 - ' • $45.4 $49.6 $60-+1, .S17y_11) , :, SI u:u'e K. Aisenbrey Girard C. Miller Managing Director and Senior Trust.Officer President and Chick Executive Officer EX P.ENS.ES TO AVERAGE NET ASSETS; t,'__.• 'US Trost Co1Trp;ally of filet,'York ICMA Rctireme,�e Corporation i Phil i ees and Fund Fxpenaea= 1 0"7 J 90 O,b% NIA., 0.621% 0.70% 0.6596 0_7(P% NIA l r Thrill eipires: June 30, 2004 ; k , 'I O Al AxrEmsy-s, :,O.Tl4b7,:,0.63% r.-'NIA , - _0.69%':; 0.70% 0.65% 0.70%, ,NIA 1 NET INVESTMENT IN(X M8 , " TOAVERilCI NET ASSL'1'S, 1,,n:11•{0.,6810_1.6iS.) . . i..1t',� , . 0.17% (0.4596}(0.64%) 9.32%. NIA ,,' H. I Fund Inception Dates;VT Puutain V'o}ager Fuld -Juite 2, l9J5;VT Fidelity Puritans Fund-Juite 6, ]995; VT Gabelli Value I and ,-'October:2,:1995.'. 1'American &etttury UltrL IFu,sd,VT Fidelity MagellaII 'Fund, and V1' Fidelity CO1traFurid®:January 2, !996;.,t : , b-1-An-Hu :An.C";crrrury°).'chic Ftend-September I:I l`F97;, ?T MFS.La ge Cou(pa,ly Growd1 Euud ■October I, 1 1 ;VT,Putnam r • InternationaI CrawrI, Rind.-,July,,], 1999;,VT 1..ord jtI 1>crr L.nrge Coolpany Yaltic Fund,VT INVESCO.Snail Company Growth IFultd, 1 1 1"!' Rowe Price°Small-Cal.Snick 1.,1011 C11-Ckrobcr.A, 2.00I,7,A l-CmIWen Social ]nvcsrrocnc Fund I",•,g try Portfolio-July 26,2002;1,7 ._,l 1 l , PIMCO.-J''ital Rerurnll:und, VT MIMIC() High, Yield.l.uncl,V17 T Rove Price Small.Cop VII Iuc 1riind,,and VI Janus Adviscj'Scrics -, ,;j I • 1 Worldwide.Fund-July 29, 2002" . e t tz' . 1.)1181.SLi of lltutlial-,fund services„plan;administratian,and accounIrmainrenance fec-s. Excludes fund harg ]by rite Ilndlerly , : ; ' ]rag Irtunlat fund. NIA-Nor/pphcable J Please Nract Tatali may dint add due to (rounding. !, �, I. 68 I 111:1 •